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, 1999
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, 1999,
a total of 3,982,552 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 the Underwriter's nominee for
three years.
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, 1999:
Class Number of
Shares
Common Stock Par Value $.0001 Per Share 3,985,552
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 .
Required reports filed herewith.
Baltia's Initial Public Offering Registration Statement became
effective
September 16, 1996. This is the third annual report to which Baltia
is subject to 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, then, Soviet Union
countries. For two of the past three years, the Company was
preparing authorities, licenses, personnel, equipment, and financing
to commence flight operations. At the beginning of this year the
Company had all variable in place 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. The Company was unable to meet its monthly airplane
payments, and moved its offices from its airport operations base.
The US Department of Transportation terminated the Company's route
authority without prejudice to reapply when financing was in hand.
Twelve Month Plan
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 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.
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 equip 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.
During this year the Company terminated its contract for the
lease-purchase of one Boeing 747 aircraft, obtained for the purpose
of its initial revenue operations, due to the actions of CIBC
Oppenheimer as described above. Without revenue flights, the
Company could not maintain payments for the Boeing 747 aircraft.
The Company maintains administrative equipment, desks, files,
phones, fax, copier, computers, and printers.
Item 3. Legal Proceedings.
During this year, the Company brought suit against CIBC
Oppenheimer Corp and its parent, the Canadian Imperial Bank of
Commerce for damages caused when they caused their clearing agency
to arbitrarily deny the Company access to clearance services in
connection with the Company's Initial Public Offering. Defendants
CIBC responded to the Company's complaint with a motion for summary
judgment. The New York Supreme Court, First Department granted the
motion and dismissed the suit with prejudice. The Company appealed
and is awaiting a decision.
Item 4. Submission of Matters to a Vote of security Holders.
The Annual Shareholders Meeting and Meeting of the Board of
Directors were held on August 24, 1999. Reports of these meeting
are detailed on the Company's Form 10-QSB for the quarter ending
September 30, 1999. At that meeting the Shareholders had authorized
issuance of of 40,000 shares of common stock to E.S.P. Das at par
value under exemption 4(6) which were subsequently issued on
December 4, 1999. The Shareholders also authorized the replacement
of certificates 211, 222, 236 to Walter Comer, Jr. Trust.
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters.
All stock authorized by the Shareholders at their August 24,
1999 Annual Meeting have been issued. The Company's 10-QSB report
for September 1999 lists all persons receiving stock in the third
quarter. The persons named in item 4 above received common stock
during the 4th quarter of 1999.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Please see Item 1. above.
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, 1999 and 1998 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, 1999 and 1998, 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
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, 1999 and 1998
(Audited)
1999 1998
Current Assets
Cash $ 2,935 $ 2,202
Total Current Assets $ 2,935 $ 2,202
Fixed Assets
Property, Plant and Equipment
Property, Plant and Equipment 89,656 89,656
Less: Accumulated Depreciation (19,212) (6,404)
Net Property, Plant and Equipment 70,444 83,252
Other Assets
Premedia Costs 264,060 496,090
Total Other Assets 264,060 496,090
TOTAL ASSETS $ 337,439 $ 581,544
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
BALANCE SHEETS
DECEMBER 31, 1999 and 1998
(Audited)
1999 1998
Current Liabilities
Accounts Payable $ 59,568 $ 571,154
Total Current Liabilities 59,568 $ 571,154
Other Liabilities
Officers Loan 122,000 368,890
Total Other Liabilities 122,000 368,890
Stockholders Equity
Common Stock - 399 204
(100,000,000 shares authorized,
3,982,552 issued)
Preferred Stock - 2,753 800
(2,000,000 shares authorized,
275,250 shares issued)
Paid-in-Capital 7,933,825 7,870,179
Prepaid Media Costs 0 0
Retained Earnings (7,481,005) (7,471,207
Less: Treasury Stock (100) 0
Total Stockholders Equity 155,871 (399,976)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 337,439 $ 581,644
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, 1999
(Audited)
Preferred Stock Common Stock
Additional Paid-
Shares Par Value Shares Par Value In Capital
Balance as at December 31, 1998 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
The accompanying notes are an integral part of the financial statements.
BALTIA AIR LINES, INC.
STATEMENTS OF INCOME AND EXPENSES
YEARS ENDED DECEMBER 31, 1999 and 1998
(Audited)
1999 1998
Expenses
Depreciation $ 12,808 $ 6,404
Interest Expense 0 850,000
General and Adm Expenses 164,960 0
Professional Fees 0 20,663
FAA Cert Fee 0 206,633
Media Costs 132,030 0
Total Expenses 309,798 1,083,700
Net Income (Loss) Before Income Taxes (309,798) (1,083,700)
Income Taxes
Federal Income Tax - -
New Jersey Franchise Tax - -
Total Income Taxes
Net Income (Loss) For The Year $ (309,798) (1,083,700)
The accompanying notes are an integral part of the financial
statements.
BALTIA AIR LINES, INC.
STATEMENT OF CASH FLOW
YEAR ENDED DECEMBER 31, 1999
(Audited)
1999
Cash Flows from Operations
Net Income $ (309,798)
Adjustments to reconcile net income to
net cash provided by operations
Depreciation 12,808
Change in Premedia costs 232,030
Change in Accounts Payable 0
Change in Officers Loan 0
Total Adjustments 244,838
Net Cash Provided by Operations (64,960)
Cash Flows From Financing Activities
Paid in Capital 63,645
Common Stock issued at par value 195
Preferred Stock issued at par value 1,953
Treasury Stock purchased (100)
Net Increase (Decrease) in Cash Equivalents 733
Cash and Cash Equivalents - Beginning 2,202
CASH AND CASH EQUIVALENTS - ENDING 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, 1999 (audited)
consisted of the following;
Office Equipment $53,406
Furniture & Fixtures 6,782
Automobiles 29,465
Total 89,656
Less, Accumulated Depreciation (19,212)
Total Property and Equipment $70,444
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, 1999 the Company has a net operating loss
carry forward of $6,733,042, which is available to offset future
taxable income. The Company is still liable for certain minimum
state and city taxes.
As of December 31, 1999, 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, 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.
(C) Acquisition of Common Treasury Stock
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. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
The Company had no audit performed at the close of 1998 and
were resumed in fall 2001 with new accountants. The Company has
no disagreements with either the accountants or financial
disclosure.
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 . . . . 44 President, CEO, Director of the Board
Walter Kaplinsky . . . 60 Secretary and Director of the Board
Andris Rukmanis . . . . 37 V.P. Europe and Director of the Board
Anita Schiff-Spielman 44 Director of the Board
Brian Glynn . . . . . . 53 Vice President Marketing
(1) The by-laws 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 the Lead-
Manager's designee for a period of five years, at the
option of the Representative. 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 until 1998. 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. In 1993, Mr. Kaplinsky became secretary and a director of
the board. 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. Mr. Kaplinsky is the owner of Globe Enterprises,
Brooklyn, NY, a private company that exports to Russia.
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 fifteen years.
Audit Committees
The Audit Committee consists of Mr. Dmitrowsky, the
Representative's
Designee and Ms. Schiff-Spielman. The functions of the Audit
Committee are to review with the Company's independent public
auditors the scope and adequacy of the audit to be performed by
such independent public auditors; the accounting practices,
procedures, and policies of the Company; and all related party
transactions. The Committee was formed in 1996.
Audit Review by the Board
New Nasdaq SmallCap standards require: 1) a minimum of 2
independent directors; and, (2) an audit committee, a majority
of which are independent directors. The Company has a small
Board consisting of four Directors, one of whom, Anita
Schiff-Spielman, is independent and a member of the audit
committee. One additional independent directorship position
is reserved for the Representative's designee who will take
a seat on the board and on the audit committee simultaneously
with the IPO closing.
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. Pursuant to written
agreement, the President's and Vice Presidents' salaries will be
reduced to an amount equal to 50% of budgeted salary during the
90-day period commencing when said financing becomes available.
Upon commencement of flight services 100% of respective budgeted
salaries will be paid. 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, 1999, 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 53.03%
63-26 Saunders St., Suite 7I
Rego Park, NY 11374
Walter Kaplinsky . . . . . 321,042 8.13%
2000 Quentin Rd.
Brooklyn, NY 11229
Brian Glynn . . . . . . . . 91,666 2.32%
148 Claremont Rd.
Bernardsville, NJ 07924
Andris Rukmanis . . . . . . 81,250 2.06%
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 14.16%
3511 North 13th St.
Arlington, VA 22201
Item 12. Certain Relationships and Related transactions.
Certain Transactions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
With the exception of shares identified in the Company's Form
10-QSB for the third quarter and in Item 3. above, no officers or
directors hold Company shares purchased since March 4, 1995, i.e.
within one year of the Company's filing its initial registration
of this Offering. All securities previously purchased by
officers and directors were purchased for fair market value at
the time they were purchased. Excepting Management Stock Options
and the Company's renting office space from its president prior
to moving to JFK, no transaction exists between officers and the
Company or affiliates of either, and there are no incentive
plans. Options to purchase an equal number of common shares at
par value were authorized by the Shareholders on August 24, 1999
and subsequently issued to Igor Dmitrowsky - 800,000; Steffanie
Lewis - 300,000; Walter Kaplinsky - 200,000; Richard Charbit -
350,000.
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: 12-14-2001 _______ IGOR DMITROWSKY _______
By: Igor Dmitrowsky, President
Date: 12-14-2001 _______ WALTER KAPLINSKY ______
By: Walter Kaplinsky, Secretary
[bltk99.wpd/2001-12-14]