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 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] (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.