UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
BALTIA AIR LINES, INC. (Baltia)
(Exact name of registrant as specified in its charter)
STATE of NEW YORK 11-2989648
(State of Incorporation) (IRS Employer Identification No.)
63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 275 5205
Securities Registered: 12 G #O-28502,
Common Stock
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
and (2) has been subject to such filing requirements for the past 90
days. [x] yes [] no
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [x]
Baltia has not commenced revenue operations to date. Registrant's
revenues for its fiscal year 2002: $-0-
The aggregate market value of the voting common equity held by
non-affiliates computed by reference to the price at which the
common equity was sold on February 11, 2002: $1,021,708
Class Number Outstanding
Common Stock - Par Value $.0001 Per Share 48,679,757
Preferred Stock - $.01 Per Share 275,250
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of
1,000,000,000 shares of Common Stock, $.0001 par value per share,
and 2,000,000 shares of Preferred Stock, $.01 par value. As of
December 31, 2002, a total of 48,679,757 shares of Common Stock are
issued and outstanding and held by over 100 shareholders. A total
of 275,250 shares of Preferred Stock are issued and outstanding. No
stock was issued under 333-21006-NY and all securities registered
therein are carried forward into Registration 333-37409.
Registration 333-37409 was effective 2/12/99
and, thereafter, issuer's stock reverted back to the Company when
all public purchases from the underwriter's inventory were denied
clearance by the clearing agent arbitrarily and without notice or
rationale.
Common Stock
All outstanding shares of Common Stock are, and the shares offered
hereby will be, duly authorized, validly issued, fully paid and
non-assessable. Holders of Common Stock are entitled to receive
dividends, when and if declared by the board of directors, out of
funds legally available therefor and, subject to prior rights of
holders of any Preferred Stock then outstanding, if any, to share
rateably in the net assets of the Company upon liquidation. Holders
of Common Stock do not have preemptive or other rights to subscribe
for additional shares, nor are there any redemption or sinking fund
provisions associated with the Common Stock. The Certificate of
Incorporation does not provide for cumulative voting. Shares of
Common Stock have equal voting, dividend, liquidation and other
rights, and have no preference, exchange or appraisal rights.
Lack of Control by Minority Shareholders
Holders of shares of Common Stock are entitled to one vote per share
on all matters requiring a vote of stockholders. Since the Common
Stock does not have cumulative voting rights in electing directors,
the holders of a majority of the outstanding shares of Common Stock
voting for the election of directors can elect all of the directors,
excepting one board seat reserved for a future underwriter's
nominee, if required by the underwriter.
Stock Transfer Agent
The Transfer Agent and Registrar for the shares of Common Stock is
The Nevada Agency and Trust Company, 50 West Liberty Street,
Bank of America Plaza Suite 880, Reno, Nevada 89501: Telephone
(775)322-0626.
Warrants
The Company registered Redeemable Purchase Warrants, effective
February 12, 1999. Warrants have expired and no shares have
been issued on the Warrants.
Purchase and Sale of Warrants
No assurance can be given that a trading market for the Warrants
will develop, or if one does develop, whether it will sustain or at
what price the Warrants will trade.
Representative's Warrants
No Representative's Warrants were issued.
Preferred Stock
The Company has authorized 2,000,000 Preferred Shares which may be
issued from time to time, as authorized by the Board of Directors.
Preferred shares have $.01 par value and no voting rights. As of
the present date 275,250 shares of Preferred Stock are outstanding.
BALTIA IS A CORPORATE ISSUER
The number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2002:
Class Number of Shares
Common Stock Par Value $.0001 Per Share 48,679,757
Preferred Stock Par Value $.01 Per Share 275,250
Transitional Small Business Disclosure Format (Check one): No [X]
DOCUMENTS INCORPORATED BY REFERENCE
PART I
Item 1. Description of Business.
The Company was organized in the State of New York, August 24,
1989 to provide air transportation to Russia and, the then, Soviet
Union countries. Prior to 1999 the Company was
preparing authorities, licenses, personnel, equipment, and financing
to commence flight operations. At the beginning of 1999 the Company
had all variables in place for commencing revenue service and needed
only working capital to meet the U.S. Department of Transportation's
regulatory requirement, i.e. cash equal to an average 1/4 of total
annual expenses assuming zero revenue on the proposed Boeing 747
nonstop flights between New York and St. Petersburg, Russia. This
amount was to be obtained from the Company's Initial Public
Offering. The underwriter had indications for the full offering and
offered the full amount of the offering to his exclusive clearing
agent. The tender was refused. The clearing agent, CIBC
Oppenheimer Corp., a wholy-owned subsidiary of the Canadian
Imperial Bank of Commerce with significan financial interests
in the airlines with which the Company would have been
competing, selectively and without rationale or notice
arbitrarily refused to clear the Company's registered stock.
Without the required working capital, the Company was unable to
commence revenue flights, released its rights to the Boeing 747
aircraft, and closed its airport operations base. The US Department
of Transportation terminated the Company's route authority without
prejudice to reapply when financing was in hand.
The Company expects to maintain over the next twelve months. In the
absence of outside investors, management is foregoing compensation
and expects to contribute administrative costs incurred in
developing another approach to alternate funding. On November 16, 2001
the Company was listed on the pink sheets.
The Company plans no product research or development at this time
and no equipment purchases or sales. There is no significant
change, and none expected, in the personnel disclosed in
Registration Statement 333-37409.
The change in aggregate financial data during this year reflects the
relatively small administrative costs that were incurred and added
to the pre-launching costs disclosed in the Registration Statement
333-37409.
Item 2. Description of Property.
See Part I, Item 1. Note 3 to Financial Statement
Item 3. Intentionally Omitted
Item 4. Intentionally Omitted.
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters.
No shares were issued by Restrant during 2002.
Registrant has 150 holder's of common equity. No dividends
have been paid and it is anticipated that none will be paid
during the year 2003.
Registrant has no equity compensation plans, no written purchase,
savings, option, bonus, appreciation, profit sharing,
thrift, incentive, pension or similar plan or written compensation
contracts. Shares were issued in 2001 upon Board approval, as
reported in relevant 10QSB filings, to principals who have
received no other compensation for services rendered.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The Company will proceed with obtaining alternate funds by
which to effect its plan to initiate nonstop direct flights between
New York and St. Petersburg, Russia, using Boeing 747 aircraft to
carry three-class passengers, cargo and mail as has been fully
described in Registration Statement 333-037409. Assuming funding is
obtained and timing is appropriate, within the next twelve months
the Company will resume its flight operations plan.
Item 7. Financial Statements.
WANT & ENDER
C.P.A. P.C.
Certified Public Accountants
MARTIN ENDER CPA
STANLEY Z. WANT CPA CFP
Independent Auditor's Report
To the Shareholders' and Board of Directors
Baltia Air Lines, Inc
63 25 Saunders Street, #7I
Rego Park, NY 11374
We have audited the accompanying balance sheets of Baltia Air Lines,
Inc. as at December 31, 2002 and 2001 and the related statements of
operations, retained earnings and cash flows for the years then
ended. These financial statements are the responsibility of the
management. Our responsibility is to express an opinion on these
financial statements, based on our audit.
We have conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides
a reasonable basis for our opinion.
Our examination was made primarily for the purpose of expressing
an opinion on the financial statements taken as a whole, and
revealed no material weakness in the accounting procedures and
internal controls.
In our opinion, the financial statements referred to above,
present fairly, in all material respects, the financial position of
Baltia Air Lines, Inc. at December 31, 2002 and 2001, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Baltia Air Lines, Inc. has not estimated the remaining lives and
replacement costs of the common property and, therefore, has not
presented the Supplementary Information on Future Major Repairs and
Replacements that the American Institute of Certified Public
Accountants has determined is required to supplement, although not
required to be a part of, the basic financial statements.
MARTIN ENDER (signed)
Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants
New York, NY
March 4,2003
386 PARK AVENUE SOUTH - SUITE 1618 NEW YORK, NY 10016
TEL 212.684.2414 - FAX 212 684-5433 - EMAIL: WECPAPC@SPRYNET.COM
BALTIA AIR LINES, INC.
BALANCE SHEETS
DECEMBER 31, 2002 and 2001
(Audited)
ASSETS
2002 2001
Current Assets
Cash $ 2,416 $ 3,204
Total Current Assets $ 2,416 $ 3,204
Fixed Assets
Property, Plant and Equipment
Property, Plant and Equipment 60,191 89,656
Less: Accumulated Depreciation (28,171) (44,828)
Net Property, Plant and Equipment 32,020 44,828
Total Other Assets -0- 52,812
TOTAL ASSETS $ 34,436 $ 100,844
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
BALANCE SHEETS
DECEMBER 31, 2002 and 2001
(Audited)
LIABILITIES AND STOCKHOLDERS EQUITY
2002 2001
Current Liabilities
Accounts Payable $ 700 3,879
Total Current Liabilities 700 3,879
Other Liabilities
Officers Loan - -
Total Other Liabilities - -
Stockholders Equity
Common Stock - 4,868 4,868
(100,000,000 shares authorized,
4,007,083 issued)
Preferred Stock - 2,753 2,753
(2,000,000 shares authorized,
275,250 shares issued)
Paid-in-Capital 8,151,470 8,138,593
Prepaid Media Costs 0 0
Retained Earnings (8,125,255) (8,049,149)
Less: Treasury Stock (100) (100)
Total Stockholders Equity 33,735 96,965
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 34,436 $ 100,844
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
STATEMENTS OF INCOME AND EXPENSES
YEARS ENDED DECEMBER 31, 2002 and 2001
(Audited) (Audited) (Unaudited)
2002 2001 August 24, 1989
(inception) to
December 31, 2002
Expenses
Depreciation $ 12,808 $ 12,808 273,844
Interest Expense - - 1,066,659
General and Adm Expenses 10,486 - 2,419,071
Professional Fees - 6,544 2,012,152
Service Contributions - - 1,352,516
Training Expense - - 225,637
FAA Cert Fee - - 206,633
Media Costs 52,812 105,624 363,083
Abandoned fixed asset - - 205,162
Total Expenses 76,106 124,976 8,125,255
Net Income (Loss) Before Income Taxes (76,106) (124,976) (8,124,757)
Income Taxes
Federal Income Tax - -
New York State Franchise Tax - 198 198
New York City Corp Tax - 300 300
Total Income Taxes - -
Net Income (Loss) For The Year $ (76,106) (125,474) (8,125,255)
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2002
(Audited)
Preferred Stock Common Stock
Additional Paid-
Shares Par Value Shares Par Value In Capital
Balance as at December 31, 1998 80,000 $ 800 14,247,912 $ 1,425 $ 7,870,179
1999 Issuance of Preferred Stock 195,250 1,953 - - -
1999 Issuance of Common Stock - - 13,629,952 1,363 63,646
Balance as at December 31, 1999 275,250 $ 2,753 27,877,864 $ 2,788 $ 7,933,825
2000 Issuance of Common Stock - - 31,717 3 52,905
Balance December 31, 2000 275,250 $ 2,753 27,909,581 $ 2,791 $ 7,986,730
2001 Issuance of Common Stock - - 20,770,176 2,077 151,838
Balance December 31, 2001 275,250 $ 2,753 48,679,757 $ 4,868 $ 8,138,593
2002 Issuance of Common Stock 12,877
Balance December 31, 2002 275,250 $ 2,753 48,679,757 $ 4,868 $ 8,151,470
The accompanying notes are an integral part of the financial statements.
BALTIA AIR LINES, INC.
COMPARATIVE STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002 AND 2001
(Audited)
2002 2001 August 24, 1989
(Inception) to
December 31, 2002
(unaudited)
Cash Flows from Operations
Net Income $ (76,106) $ (125,474) $ (8,125,255)
Adjustments to reconcile net income to
net cash provided by operations
Depreciation 12,808 12,808 273,844
Change in property, plant, equip. - - (309,066)
Interest Paid by stock - - 63,500
Change in Premedia costs 52,812 105,624 400,301
Change in Accounts Payable (3,179) (32,689) 1,799,395
Change in Officers Loan - (117,000) (368,890)
Service Contributions - - 1,352,516
--------- ------- ---------
Total Adjustments 62,441 (31,257) 3,211,600
--------- ------- ---------
Net Cash Provided by Operations (13,655) (156,731) (4,913,655)
Cash Flows From Financing Activities
Shareholder loans - - 1,351,573
Paid in Capital 12,877 156,037 2,927,870
Common Stock issued at par value - 271 1,133,705
Preferred Stock issued at par value - - 2,753
Treasury Stock purchased - - (500,100)
--------- ------- ---------
Net Increase (Decrease) in Cash Equivalents (788) (423) 2,146
Cash and Cash Equivalents - Beginning 3,204 3,627 -
--------- ------- ---------
CASH AND CASH EQUIVALENTS - ENDING $ 2,416 $ 3,204 2,146
--------- ------- ---------
The accompanying notes are an integral part of the financial statements.
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
I. ORGANIZATION, NATURE OF OPERATIONS, GOING CONCERN
CONSIDERATIONS
(A) Organization
The Company was incorporated under the laws of the state
of New York on August 24, 1989.
(B) Nature of Operations
The Company was formed to provide commercial, passenger,
cargo and mail air transportation between New York and Russia.
Since inception, the Company's primary activities have
been raising of capital, obtaining financing and obtaining Route
Authority and approval from the U.S. Department of Transportation.
The Company has not yet commenced revenue producing activities.
Accordingly, the Company is deemed to be a Development Stage Company.
2. ACCOUNTING POLICIES
(A) Cash and Cash Equivalents
The Company considers cash and cash equivalents to be
all short term investments which have an initial maturity of three
months or less.
(B) Property and Equipment
The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. Leasehold
improvements are depreciated over the lesser of the term of the
related lease or the estimated lives of the assets. Depreciation
is computed on the straight-line method for financial reporting
purposes and tax purposes.
(E) Income Taxes
Deferred income taxes assets and liabilities are computed
based on temporary differences between the financial statement
and income tax bases of assets and liabilities using the enacted
marginal income tax rate in effect for the year in which the
differences are expected to reverse. Deferred income tax expenses
or credits are based on the changes in the deferred income tax
assets or liabilities from period to period.
3. PROPERTY and EQUIPMENT
Property and equipment at December 31, 2002 (audited)
consisted of the following;
Office Equipment $53,406
Furniture & Fixtures 6,782
Total 60,191
Less, Accumulated Depreciation (28,171)
Total Property and Equipment $32,020
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
3. PROPERTY and EQUIPMENT (Continued)
The useful lives of property and equipment for purposes
of computing depreciation are;
Office equipment 5-7 years
Automobiles 5 Years
5. RELATED PARTY TRANSACTIONS
The Company's legal counsel, Steffanie Lewis, of the
International Business Law Frim, P.C. owns 5,626,350 restricted
shares of common stock at March 31, 2002 or approximately 12.8%
of the Company's issued and outstanding common stock. Ms. Lewis
was issued 875,000 restricted common shares on June 30, 1997,
in exchange for legal work performed in connection wilth
various certifications, authorities and financial matters.
She was previously issued 233,331 of restricted common
shares in exchange for the first six month preparation
for the 1990 application to the Department of Transportation
for Air Line Fitness Certification.
On June 23, 1997 Igor Dmitrowsky, President of the
Company and a shareholder, relinquished the amount due to him
totaling $22,142. Accordingly, the Company has recorded
Contributed Capital in the amount of $22,142.
On March 30, 1998, Various shareholders including Igor
Dmitrowsky, President of the Company relinquished the amounts due
them totaling $160,983. Accordingly, the Company recorded
Contributed Capital in the amount of $160,983.
On September 1998, Igor Dmitrowsky, President of the
Company and a shareholder, relinquished the amount due to him
totaling $45,711. Accordingly, the Company has recorded
Contributed Capital in the amount of $45,711.
On September 1998, Leonard Becker, a shareholder,
relinquished the amount due to him totaling $57,000. Accordingly,
the Company has recorded Contributed Capital in the amount of
$57,000.
6. INCOME TAXES
At December 3l, 2002 the Company has a net operating
loss carry forward of $7,077,292, which is available to offset
future taxable income. The carry forwards start to expire
between the year 2006 and 2013. The Company is still liable for
certain minimum state and city taxes.
As of December 31, 2002, a net deferred tax benefit has
not been reflected to record temporary differences between the
amount of assets and liabilities recorded for financial reporting
and income tax purposes due to the establishment of a 100%
valuation allowance relating to the uncertainty of recoverability.
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
7. STOCKHOLDERS' DEFICIT
(A) Stock Options
In 1999, the Company granted options to purchase
11,550,000 restricted shares of common stock, at $.0001
per share, to certain private investors including the
following officers of the Company: 5,600,000 shares
to Igor Dmitroswky, President of the Company; 2,100,000
shares to Steffanie Lewis, the Company's legal counsel;
1,400,000 shares to Walter Kaplinsky, the Company's
secretary. As of December 31, 2002, no options have
been exercised.
In 2000, the Company granted options to purchase
11,760,000 restricted shares of common stock, at $.0001 per
share to certain investors, including the following officers
of the Company: 6,860,000 shares to Igor Dmitrowsky,
President of the Company; 1,750,000 shares to Steffanie
Lewis, the Company's legal counsel; 1,400,000 shares to
Walter Kaplinsky, the Company's secretary. As of
December 31, 2002, no options have been exercised.
In 2001, the Company granted options to purchase
13,860,000 restricted shares of common stock, at $.0001
per share to certain investors, including the following
officers of the Company: 8,400,000 shares to Igor
Dmitrowsky, President of the Company; 2,100,000 shares to
Steffanie Lewis, the Company's legal counsel; 1,400,000
shares to Walter Kaplinsky, the Company's secretary;
140,000 shares to Andris Rukmanis, the Company's Vice
President. As of December 31, 2002, no options have been
exercised.
(B) Retirement or Stock
On November 4, 1992, the Company issued 72,912
restricted shares of stock for $500,000 to a private investor. On
November 24, 1992, these shares were repurchased for the same
amount from the investor and subsequently retired.
(C) Acquisition of Common Treasury Stock
On September 28, 1998 the Company purchased from Igor
Dmitrowsky, president of the Company, 5,833,333 common shares for
$100 and has granted him an option to repurchase 7,000,000 common
shares from the Company at $100 upon the completion or the
Company's inaugural flight or upon the exercise of any warrants,
whichever occurs first.
(D) Reverse Stock Split
On August 24, 1995, the Board of Directors authorized
and the majority of the current shareholders ratified a ten for
one reverse stock split of the Company's $.0001 par value common
stock.
On December 31, 1997, the Board of Directors authorized
and the majority of the current shareholders ratified a two for
one reverse stock split of the Company's $.000l par value common
stock.
On September 29, 1998, the Board of Directors authorized
and the majority of the current shareholders ratified a one and
two tenths (1.2) for one reverse stock split of the Company's
$.0001 par value common stock.
On November 30, 2001, the Board of Directors authorized
and the majority of the current shareholders ratified a seven for
one stock split of the Company's $.0001 par value common stock.
All references in the accompanying financial statements
to the number of common shares, warrants and per share amounts
have been restated to reflect the reverse stock splits.
(E) Preferred Shares
On November 8, 2002, the Company amended its Articles of
Incorporation thereby, increasing the authorized aggregate number
of preferred stock shares from 500,000 preferred stock shares at
$.01 par value to 2,000,000 preferred stock shares at $.01 par value.
(F) Contributed Capital
The Company has recorded service contributions from
certain key officers who have worked for and on behalf of the
Company. The service contribution amounts have been calculated
based on an a normal rate of compensation, on either a full or
part time basis, as based on the number of hours worked by each
individual.
BALTIA AIR LINES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
7. STOCKHOLDERS DEFICIT - (CONTINUED)
The Company maintains no obligation, present or
future, to pay or repay for any and all service contributions
received. Accordingly, the Company has not recorded a liability
for, accrued for, and/or accounted for any monetary reserves in
connection with the service contributions.
On June 23, 1997, certain of the Company's management
relinquished the amount due them for back-pay totaling $270,928
Accordingly, the Company has recorded Contributed Capital in the
amount of $270,928.
Item 8. Intentionally Omitted.
PART III
Item 9. Directors, Executive officers, Promoters and Control
Persons:
MANAGEMENT
Executive Officers and Directors
The following table summarizes certain information with respect
to the executive officers and directors of the board :
Name Age Position
Igor Dmitrowsky . . . . 47 President, CEO, Director of the Board
Walter Kaplinsky . . . 63 Secretary and Director of the Board
Andris Rukmanis . . . . 40 V.P. Europe and Director of the Board
Anita Schiff-Spielman 47 Director of the Board
(1) The bylaws limit the number of directors on the
board to a maximum of four, with a provision that an
additional seat on the board is created for a future
Underwriter's designee for a period of five years, if
required by the underwriter. Officers and Directors
have a one year term and are elected at, and after, the
Annual Meeting in August.
Igor Dmitrowsky, President and Chief Executive Officer, founded
the Company and served as Chairman of the Board from its
inception in August 24, 1989 to date. Mr. Dmitrowsky, a US
citizen, born in Riga, Latvia, attended the State University of
Latvia from 1972 to 1974 and Queens College from 1976 through 1979.
In 1979, he founded American Kefir Corporation, a dairy distribution
company, which completed a public offering in 1986, and from
which he retired in 1987. Mr. Dmitrowsky has financed aircraft
and automotive projects, speaks fluent Latvian and Russian, and
has traveled extensively in the republics of the former Soviet
Union. In 1990, he testified before the House Aviation
Subcommittee on the implementation of United States' aviation
authorities by US airlines.
Walter Kaplinsky, a US citizen, has been with the Company since
1990. Mr. Kaplinsky has been corporate secretary and a director
of the board since 1993. In 1979, together with Mr. Dmitrowsky,
Mr. Kaplinsky was one of the co-founders of American Kefir
Corporation, where from 1979 through 1982, Mr. Kaplinsky served
as secretary and vice president.
Andris Rukmanis, a citizen of Latvia, is the Company's Vice
President in Europe. Mr. Rukmanis joined the Company in 1989.
In Latvia, Mr. Rukmanis has worked as an attorney specializing in
business law. From 1988 through 1989, he was Senior Legal Counsel
for the Town of Adazhi in Riga County, Latvia. From 1989 to 1990,
he served as Deputy Mayor of Adazhi.
Anita Schiff-Spielman, a US citizen, serves as a director of the
board. She has been associated with the Company since its
inception in 1989. Ms. Schiff-Spielman has owned Schiff Dental
Labs, New York, NY, for the past seventeen years.
Item 10. Executive Compensation. Management, Compensation.
Employment Agreements
The Company has no individual employment agreements.
Compensation
The board of directors approves salaries for the Company's
executive officers as well as the Company's overall salary
structure. For year one following the closing of financing
sufficient to commence flight operations, the rate of
compensation for the Company's executive officers is:(i)
President $186,000, (ii) Vice President Marketing $82,000,and
(iii) Vice President Europe $68,000. To this date, the Company
has paid officers no salaries. Board directors are not presently
compensated and shall receive no compensation prior to
commencement of revenue service.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Principal Stockholders.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of December 31, 2002, the
ownership of the Company's Common Stock by (i)each director and
officers of the Company, (ii) all executive officers and
directors of the Company as a group, and (iii) all other persons
known to the Company to own more than 5% of the Company's Common
Stock. Each person named in the table has or shares voting and
investment power with respect to all shares shown as beneficially
owned by such person.
Common Shares
Beneficially Owned Percent of Total
Directors and Officers
Igor Dmitrowsky . . . . . . 24,422,825 50.17%
63-26 Saunders St., Suite 7I
Rego Park, NY 11374
Walter Kaplinsky . . . . . 3,717,294 7.64%
2000 Quentin Rd.
Brooklyn, NY 11229
Brian Glynn . . . . . . . . 641,662 1.32%
22 Henry St.
Basking Ridge, NJ 07920
Andris Rukmanis . . . . . . 638,750 1.31%
Kundzinsala, 8 Linija 9.
Riga, Latvia LV-1005
Anita Schiff-Spielman . . . 13,118 0.03%
1149 Kensington Rd.
Teaneck, NJ 07666
Counsel
Steffanie J. Lewis . . . . . 5,623,331 11.55%
3511 North 13th St.
Arlington, VA 22201
5% or more Shareholder
Richard Charbit
#7 Rue Saint Isaure
Paris 75018, France
shares voting power with
Yorktown Consultancy Serv. Ltd. 2,573,352 5.28%
72 New bond St.
W1S1RR, London
Item 12. Intentionally omitted.
Item 13. Intentionally omitted.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Baltia Air Lines, Inc., Registrant
Date: 3-06-2003 _______ IGOR DMITROWSKY _______
By: Igor Dmitrowsky, President
Date: 3-06-2003 _______ WALTER KAPLINSKY ______
By: Walter Kaplinsky, Secretary
[bltk02.txt/2003-03-06]