Edgar Filing: BALTIA AIR LINES INC

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, 2000

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,
SB-2 Registration Statement No.333-20006-NY,

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, $.0001 par value per share, and 500,000 shares
of Preferred Stock, $.01 par value. As of December 31, 2000, a total of
4,007,083 shares of Common Stock are issued and outstanding and held by
over 100 shareholders. At 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, a firm commitment offering. Registration 333-37409 was
effective 2/12/99 and, thereafter, stock reverted back to the Company
when all public purchases from the underwriter's inventory were denied
clearance by the clearing agency arbitrarily and without notice or
rationale. The Company brought suit.

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
Continental Stock Transfer and Trust Company, 17 Battery Place, 8th
Floor, New York, NY 10004, telephone: (212) 509-4000.

Warrants

The Company registered Redeemable Purchase Warrants, effective February
12, 1999. None have been issued.

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 500,000 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, 2000:

Class Number of Shares

Common Stock Par Value $.0001 Per Share 4,007,083
Preferred Stock Par Value $.10 Per Share 275,250

Transitional Small Business Disclosure Format (Check one): No [X]

DOCUMENTS INCORPORATED BY REFERENCE

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 (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. No [X] and Yes [X].

Baltia's Initial Public Offering Registration Statement became effective
September 16, 1996. See "Description of Securities" above. This is the
fourth annual report which Baltia is filing under Section 13 or 15(d) of
the Exchange Act.

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
the Form 10-KSB or any amendment to this Form 10-KSB. [X]

Baltia has not commenced revenue operations to date. State issuer's
revenues for its most recent fiscal year. $ -0-

State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. To date, Baltia stock is not
publicly trading.

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. For one of the past three years, 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 agency. The tender was refused. The
clearing agency, a division of CIBC Oppenheimer Corp., selectively and
without rationale or notice arbitrarily refused access 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 and in supporting the suit against
CIBC.

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. Legal Proceedings.

On February 8, 1999 the Company brought suit in the New York
Supreme Court, First Department against the Canadian Imperial Bank of
Commerce and its wholly-owned subsidiary, CIBC Oppenheimer Corp., to
compel access to clearance or for damages if access were not timely
provided in order to preserve the Company's public offering. The action
was dismissed on May 13, 1999. Appeal was made to the Appellate
Division of that court which affirmed the decision below on June 8,
2000, but stated it lacked jurisdiction to consider violations of the
Securities Exchange Act. On August 10, 2000, the Company's request for
Reargument was summarily denied. The Company petitioned the Court of
Appeals of New York for leave to Appeal which was summarily denied on
November 21, 2000.

On February 1, 2000,in the US District Court for the Southern
District of New York, the Company sued on securities violations and RICO
and requested ancillary jurisdiction over the state causes of action.
Respondents answered with a Motion to Dismiss which was summarily
granted on June 16, 2000 and which the Company appealed on July 17,
2000.

Item 4. Intentionally Omitted.

PART II.

Item 5. Market for Common Equity and Related Stockholder Matters.

Options to purchase common stock authorized for issuance by the
Shareholders at their August 24, 2000 Annual Meeting have been issued.
The Company's 10-QSB report for September 2000 lists to whom the options
were issued and the number of underlying shares of common stock. A
correction was made in the Walter Comer Jr. Trust related to the
replacement certificates 211, 222,236 on December 4, 2000, for 24,531
shares of common stock at par value under exemption 4(2).

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. If funding is obtained and timing is appropriate
within the next twelve months, the Company will resume its flight
operations plan. Concurrently, the company will seek resolution through
the courts and/or agencies to prevent any clearing agency from
selectively and arbitrarily refusing the Company access to clear trade
of its registered securities.

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 of:

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, 2000 and 1999 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
examining on a test basis evidence supporting the amounts and
disclosures in the financial statements. 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.

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, 2000 and 1999, 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

November 13, 2001

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, 2000 and 1999
(Audited)

2000 1999

Current Assets
Cash $ 3,627 $ 2,935
Total Current Assets $ 3,627 $ 2,935

Fixed Assets
Property, Plant and Equipment
Property, Plant and Equipment 89,656 89,656
Less: Accumulated Depreciation (32,020) (19,212)
Net Property, Plant and Equipment 57,636 (70,444

Other Assets
Premedia Costs 158,436 264,060
Total Other Assets 158,436 264,060

TOTAL ASSETS $ 219,699 $ 337,439

The accompanying notes are an integral part of the financial statements.

BALTIA AIR LINES, INC.
BALANCE SHEETS
DECEMBER 31, 2000 and 1999
(Audited)

2000 1999

Current Liabilities
Accounts Payable $ 36,568 $ 59,568
Total Current Liabilities 36,568 59,568

Other Liabilities
Officers Loan 117,000 122,000
Total Other Liabilities 117,000 122,000

Stockholders Equity
Common Stock - 423 399
(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 7,986,730 7,933,825
Prepaid Media Costs 0 0
Retained Earnings (9,983,675) (7,481,005)
Less: Treasury Stock (100) (100)
Total Stockholders Equity 66,131 155,871

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 219,699 $ 337,439

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, 2000
(Audited)

Preferred Stock Common Stock Additional
Shares Par Value Shares Par Value Paid-In Capital

Balance as at December 31, 1999 80,000 $ 800 2,035,416 $ 204 $ 7,870,179
1999 Issuance of Preferred Stock 195,250 1,953 - - -
1999 Issuance of Common Stock - - 1,947.136 195 63,646

Balance as at December 31, 1999 275,250 $ 2,753 3,982,552 $ 399 $ 7,933,825

2000 Issuance of Common Stock - - 24,531 25 52,905

Balance December 31, 2000 275,250 $ 2,753 4,007,083 $ 424 $ 7,986,730

The accompanying notes are an integral part of the financial statements.

BALTIA AIR LINES, INC.
STATEMENTS OF INCOME AND EXPENSES
YEARS ENDED DECEMBER 31, 2000 and 1999
(Audited)

2000 1999

Expenses

Depreciation $ 12,808 $ 12,808
Interest Expense 0 0
General and Adm Expenses 16,742 164,960
Professional Fees 7,496 0
FAA Cert Fee 0 0
Media Costs 105,624 132,030

Total Expenses 142,670 309,798

Net Income (Loss) Before Income Taxes (142,670) (309,798)

Income Taxes

Federal Income Tax - -
New Jersey Franchise Tax - -

Total Income Taxes

Net Income (Loss) For The Year $ (142,670) (309,798)

The accompanying notes are an integral part of the financial
statements.

BALTIA AIR LINES, INC.
STATEMENT OF CASH FLOW
YEAR ENDED DECEMBER 31, 2000
(Audited)

2000 1999

Cash Flows from Operations
Net Income $ (142,670) $ (309,798)

Adjustments to reconcile net income to
net cash provided by operations
Depreciation 12,808 12,808
Change in Premedia costs 105,624 232,030
Change in Accounts Payable (23,000) 0
Change in Officers Loan (5,000) 0
--------- -------
Total Adjustments 90,432 244,838
--------- -------
Net Cash Provided by Operations (52,238) (64,960)

Cash Flows From Financing Activities
Paid in Capital 52,905 63,645
Common Stock issued at par value 25 195
Preferred Stock issued at par value - 1,953
Treasury Stock purchased - (100)
--------- -------
Net Increase (Decrease) in Cash Equivalents 692 733
Cash and Cash Equivalents - Beginning 2,935 2,202
--------- -------

CASH AND CASH EQUIVALENTS - ENDING $ 3,627 $ 2,935
--------- -------

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, 2000 (audited)
consisted of the following;

Office Equipment $53,406
Furniture & Fixtures 6,782
Automobiles 29,465
Total 89,656
Less, Accumulated Depreciation (32,020)
Total Property and Equipment $57,636

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

On June 30, 1997 Steffanie Lewis was issued 125,000
restricted common shares, as negotiated with the management of the
Company, in exchange for the total due to her, in the amount of
$1,624,432.

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, 2000 the Company has a net operating loss
carry forward of $6,875,712, which is available to offset future
taxable income. The Company is still liable for certain minimum state
and city taxes.

As of December 31, 2000, 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 1992, the Company granted options to purchase 43,583
restricted shares of common stock, at $80.00 per share, to certain
private investors. These options expire upon the passing of thirty
full calendar months after the Company has made a public sale of
securities in compliance with the Securities Act of 1933, as amended,
or the passing of twenty years from date of said agreements, whichever
is earlier. As of December 3l, 1998 [2000], no options have been
exercised.

(B) Retirement or Stock

On November 4, 1992, the Company issued 10,416 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.

On September 28, 1998 the Company purchased from Igor
Dmitrowsky, president of the Company, 833,333 common shares for $100
and has granted him an option to repurchase 1,000,000 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.

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 December 7, 1998, the Company amended its Articles of
Incorporation thereby, increasing the authorized aggregate number of
preferred stock shares from 15,000 preferred stock shares at no par
value to 500,000 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:

Compliance With Section 16(a) of the Exchange Act. Compliance
confirmed.

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 . . . . 45 President, CEO, Director of the Board
Walter Kaplinsky . . . 61 Secretary and Director of the Board
Andris Rukmanis . . . . 38 V.P. Europe and Director of the Board
Anita Schiff-Spielman 45 Director of the Board
Brian Glynn . . . . . . 54 Vice President Marketing

(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.

Brian Glynn, a US citizen, is V.P. of Marketing and Service. He
joined the Company in 1990. Mr. Glynn has a background in
marketing and public relations. From 1982 through 1989, Mr. Glynn was
Vice President of American Kefir Corporation and was responsible for
the introduction and marketing of the company's product in the New
York market.

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, 2000, 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 sole 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 . . . . . . 2,092,975 52.49%
63-26 Saunders St., Suite 7I
Rego Park, NY 11374

Walter Kaplinsky . . . . . 321,042 8.05%
2000 Quentin Rd.
Brooklyn, NY 11229

Brian Glynn . . . . . . . . 91,666 2.30%
148 Claremont Rd.
Bernardsville, NJ 07924

Andris Rukmanis . . . . . . 81,250 2.04%
Kundzinsala, 8 Linija 9.
Riga, Latvia LV-1005

Anita Schiff-Spielman . . . 1,874 0.05%
1149 Kensington Rd.
Teaneck, NJ 07666

Counsel

Steffanie J. Lewis . . . . . 558,750 14.01%
3511 North 13th St.
Arlington, VA 22201

Item 12. Certain Relationships and Related transactions.

Certain Transactions.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Excepting those transactions identified in Part I, Note 5 to
Financial Statement accompanying the audit of year 2000, no officers
or directors hold Company shares purchased since March 4, 1995. All
securities previously purchased by officers and directors were
purchased for fair market value at the time they were purchased.
There are no incentive plans. Options to purchase an equal number
of common shares at par value were authorized by the Shareholders at
Annual Meetings on August 24, 1999 and August 24, 2000. Full
disclosure has been reported on the appropriate Form 10-QSB. No
options have been exercised to date.

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: 12-16-2001 _______ IGOR DMITROWSKY _______
By: Igor Dmitrowsky, President

Date: 12-16-2001 _______ WALTER KAPLINSKY ______
By: Walter Kaplinsky, Secretary
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