BALTIC INTERNATIONAL USA INC
10QSB/A, 1996-06-05
AIR TRANSPORTATION, SCHEDULED
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             U.S. SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                         FORM 10-QSB/A2

(Mark One)
[X]   Quarterly  Report Pursuant to Section 13 or  15(d)  of  the
      Securities Exchange Act of 1934
      For Quarterly Period Ended September 30, 1995.
or
[   ]  Transition Report Pursuant to Section 13 or 15(d)  of  the
       Securities Exchange Act of 1934
     For the Transition Period From             to            .
Commission File No. 1-12908
                 BALTIC INTERNATIONAL USA, INC.
(Exact name of small business issuer as specified in its charter)
              TEXAS                                           76-0336843
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

     1990 Post Oak Blvd., Suite 1630, Houston, Texas 77056
     (Address of principal executive offices)    (zip code)

           Issuer's Telephone Number:  (713) 961-9299
Indicate  by  check  mark whether the issuer (1)  has  filed  all
reports  required  to be filed by Section 13 or  15  (d)  of  the
Securities  Exchange Act of 1934 during the preceding  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.     Yes  X  .    No     .

Number  of shares outstanding of each of the issuer's classes  of
common stock as of November 17, 1995:  5,372,685 shares.


<PAGE>






                 BALTIC INTERNATIONAL USA, INC.

                       TABLE OF CONTENTS

                                                        Page

     PART I - FINANCIAL INFORMATION
     Item 1 - Consolidated Financial Statements

          Condensed Balance Sheets -
              December 31, 1994 and September 30,1995      3
          Condensed Statements of
            Operations - Three Months Ended September
            30, 1994 and 1995 and Nine Months
            Ended September 30, 1994 and 1995              4
          Condensed Statements of Cash Flows -
            Nine Months Ended September 30, 1994
            and 1995                                       5
          Notes to Condensed Financial Statements          6

     Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                   9

     PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings                           11

     Item 2 - Changes in Securities                       11

     Item 3 - Defaults on Senior Securities               11

     Item 4 - Submission of Matters to a Vote of 
              Security Holders                            11

     Item 5 - Other Information                           11

     Item 6 - Exhibits and Reports on Form 8-K            11

     Signatures                                           12


<PAGE>


Part I - Financial Information
    Item 1 - Financial Statements
<TABLE>
                 BALTIC INTERNATIONAL USA, INC.
             Condensed Consolidated Balance Sheets
<CAPTION>
                                 ASSETS          
                                        December 31,   September 30,
                                               1994          1995
                                        ------------   -------------
                                            (audited)   (unaudited)
<S>                                        <C>            <C>
CURRENT ASSETS
  Cash, including time 
         deposits of $50,000 in 1994      $  98,757      $ 376,691
 Accounts receivable                         67,690        371,911
 Income taxes receivable                     16,860         16,860
 Prepaids and deposits                       50,000         50,200
                                            -------      ---------
 Total current assets                       233,307        815,662
PROPERTY AND EQUIPMENT, net                   7,635         13,045
INVESTMENT IN AND ADVANCES TO JOINT VENTURES:
   BIA                                            -      1,402,600
   BCS                                      198,610        328,621
GOODWILL, NET                               160,785        148,425
                                            -------      ---------
 Total assets                              $600,337     $2,708,353
                                            =======      =========
</TABLE>
<TABLE>

<CAPTION>
                 LIABILITIES AND STOCKHOLDERS'
                    EQUITY (CAPITAL DEFICIT)
<S>                                     <C>              <C>
CURRENT LIABILITIES
  Accounts payable and accrued
   liabilities                         $    439,592     $  465,280
 Short-term debt, net                       195,000        394,685
                                            -------      ---------
 Total current liabilities                  634,592        859,965
LONG-TERM DEBT, net                         276,991              -
NOTES PAYABLE TO OFFICERS                   346,739              -
OTHER LONG-TERM LIABILITIES                 327,188              -
                                          ---------     ----------
 Total liabilities                        1,585,510        859,965

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
 Preferred stock, $2 convertible, 
   $10 par value, 500,000 shares
    authorized, 123,000 shares
    issued   and    outstanding                   -      1,230,000
 Common stock, $.01 par value, 20,000,000 
    shares authorized, 2,919,400 and 
    5,372,685 shares issued and 
    outstanding                              29,194         53,727
 Additional paid-in capital               5,760,123      8,237,919
 Deficit                                 (6,774,490)    (7,598,258)
                                         ----------     ----------
                                           (985,173)     1,923,388
   Less - stock subscriptions receivable          -        (75,000)
                                         ----------     ----------
  Total stockholders' equity (capital 
     deficit)                              (985,173)     1,848,388
                                         ----------     ----------
 Total liabilities and stockholders'
  equity (capital deficit)                 $600,337     $2,708,353
                                         ==========     ==========


   See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
    
             BALTIC INTERNATIONAL USA, INC.
        Condensed Consolidated Statements of Operations
                          (unaudited)

<CAPTION>
                           For the Three Months            For the Nine Months
                           ended September 30,             ended September 30,
                          ------------------------       ---------------------
                               1994         1995          1994         1995
                           ---------    ----------       --------    ---------  
<S>                          <C>          <C>            <C>         <C>
REVENUES:
 Wet Lease Agreement 
    with ABC                $      -    $  600,000       $      -    $ 600,000
 Aircraft rental income 
    from BIA                       -       240,000              -      480,000
 Freight revenue                   -       127,211              -      482,853
 Fee revenue                       -     1,500,000              -    1,500,000
 Commissions from BIA              -        35,723              -       78,845
Net equity in earnings
    of BCS                    85,028       104,697        178,090      306,183
                            --------     ---------        -------    ---------
Total operating revenues      85,028     2,607.631        178,090    3,447,881
                            --------     ---------        -------    ---------
OPERATING EXPENSES:
 Cost of revenue             150,000       183,456        216,670      739,514
 General and administrative  350,200       846,841      1,068,838    1,303,070
 Net equity in losses 
  of BIA                   1,378,914     1,404,479      3,140,458    2,254,401
                           ---------     ---------      ---------    ---------
 Total operating expenses  1,879,114     2,434,776      4,425,966    4,296,985
                           ---------     ---------      ---------    ---------
INCOME (LOSS) FROM 
 OPERATIONS               (1,794,086)      172,855     (4,247,876)    (849,104)
                          ----------     ---------     ----------    ---------
OTHER INCOME (EXPENSE)
 Interest expense               (452)      (35,539)      (115,335)    (169,997)
 Interest income               6,583        77,806          8,210      193,581
   Other                           -        31,250              -       31,250
                          ----------     ---------     ----------    ---------
TOTAL OTHER INCOME 
 (EXPENSE)                     6,131        73,517       (107,125)      54,834
                          ----------     ---------     ----------    ---------
INCOME (LOSS) BEFORE 
 INCOME TAXES AND
 EXTRAORDINARY ITEM       (1,787,955)      246,372     (4,355,001)    (794,270)
INCOME TAX EXPENSE           (29,463)            -        (22,603)           -
                          ----------     ---------     ----------     --------
INCOME (LOSS) BEFORE
 EXTRAORDINARY ITEM       (1,817,418)      246,372     (4,377,604)    (794,270)
EXTRAORDINARY LOSS - EARLY
 EXTINGUISHMENT OF DEBT            -             -        (78,586)           -
                          ----------     ---------     ----------     -------- 
NET    INCOME   (LOSS)   $(1,817,418) $    246,372    $(4,456,190)  $ (794,270)
                          ==========     =========     ==========     ========

EARNINGS/LOSS PER COMMON SHARE
  Income (loss) before 
   extraordinary item        $ (0.62)       $ 0.04        $ (1.71)     $ (0.21)
  Net  Income (loss)         $ (0.62)       $ 0.04        $ (1.75)     $ (0.21)

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING        2,919,400     5,326,747      2,553,100    3,885,596
                           =========     =========      =========    =========

   See accompanying notes to condensed consolidated financial
                           statements.
</TABLE>
<PAGE>
<TABLE>
                 BALTIC INTERNATIONAL USA, INC.
        Condensed Consolidated Statements of Cash Flows
                          (unaudited)

<CAPTION>
                                               For the Nine Months
                                               Ended September 30,
                                            -------------------------------
                                                1994                1995
                                            -----------         ----------
<S>                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                 $(4,456,190)        $ (794,270)
  Adjustments to reconcile net loss to 
   net cash provided by (used in)
   operating activities:
    Net equity in earnings and losses
     of joint venture investments             2,962,368           (193,632)
    Write-off investment in BIA                       -          2,141,850
    Other                                       229,138             72,560
    Changes in assets and liabilities          (103,949)          (432,901)
    Extraordinary loss from early
     extinguishment of debt                      78,586                  -
                                             ----------         ----------
NET CASH PROVIDED BY(USED IN)
 OPERATING ACTIVITIES                        (1,290,047)           793,607
                                             ----------         ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Net investments in, advances to,
    distributions and repayments from 
   joint ventures                            (1,964,506)        (3,480,829)
  Acquisition  of property and equipment        (5,555)            (7,858)
                                             ----------         ----------
NET  CASH USED IN INVESTING ACTIVITIES       (1,970,061)        (3,488,687)
                                             ----------         ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of stock, net of related costs    4,481,309          2,360,793
  New borrowings                                670,006          1,081,000
  Repayments of notes                        (1,725,862)          (356,000)
  Reduction of deferred lease credits                 -            (77,104)
  Redemption of preferred stock                 (46,660)                 -
  Debt issuance costs                           (58,669)            (6,175)
  Preferred dividends paid                         (598)           (29,500)
                                             ----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES     3,319,526          2,973,014
                                             ----------         ----------
Net increase in cash                             59,418            277,934
Cash and cash equivalents, 
 beginning of period                             17,702             98,757
                                             ----------         ----------
Cash and cash equivalents, end of period    $    77,120        $   376,691
                                             ==========         ==========


   See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>

                 BALTIC INTERNATIONAL USA, INC.
      Notes to Condensed Consolidated Financial Statements


      The  accompanying unaudited financial statements have  been
prepared  by  Baltic International USA, Inc. (the "Company")  and
include  all adjustments which are, in the opinion of management,
necessary  for a fair presentation of financial results  for  the
six  months  ended September 30, 1994 and 1995, pursuant  to  the
rules  and regulations of the Securities and Exchange Commission.
All  adjustments  and provisions included in  these  consolidated
statements are of a normal recurring nature.

      The  information  contained herein is condensed  from  that
which   would   appear   in  the  annual  financial   statements;
accordingly, the financial statements included herein  should  be
reviewed in conjunction with the financial statements and related
notes thereto contained in the Annual Report on From 10-KSB filed
by  the  Company with the Securities and Exchange Commission  for
the  fiscal year ended December 31, 1994.  Accounting measurement
at interim dates inherently involve greater reliance on estimates
than  at  year  end.  The results of operations for  the  interim
period  presented are not necessarily indicative of  the  results
which can be expected for the entire year.

NOTE 1 - Operations and Financial Condition

      The  Company  owns  49%, and assists in the  management  of
Baltic  International Airlines (BIA), a joint venture  registered
in  the  Republic  of  Latvia, and serves  as  its  international
worldwide  promotional  sales agent.  The  Company  also  owns  a
20.04% interest in Air Baltic Corporation (ABC), a Latvian  joint
venture.   The Company is also engaged in providing  services  to
BIA  and  other  airlines through another joint  venture,  Baltic
Catering  Services (BCS), an aviation catering  and  distribution
company, and its wholly owned subsidiary Baltic World Air Freight
(BWAF),  a freight marketing company.  The Company's main  assets
are its ownership and interests in Air Baltic Corporation and its
sales contract with BIA.

      The Company's financial statements include an investment in
BIA  which  has  incurred  losses of  $7,598,258  from  inception
through  September  30,  1995.   In  addition,  the  Company  has
committed  to  loan  additional funds to BIA  if  necessary.   As
further  explained in Note 2, all investments in and advances  to
BIA  have  been forgiven as of September of 1995.  The  Company's
future plans for BIA are to continue operations as a charter  and
cargo service in the Baltic region.

      The  Company and BIA require substantial capital to  pursue
their operating strategies.  To date, the Company has relied upon
net  cash  provided by financing activities to fund  its  capital
requirements.   There  can  be no assurance  that  the  Company's
business  interests  will  generate  sufficient  cash  in  future
periods  to  satisfy  its  capital requirements.   These  factors
historically  have  adversely  affected  the  Company's   capital
resources  and  liquidity and raise substantial doubt  about  the
Company's   ability  to  continue  as  a  going   concern.    The
accompanying financial statements do not include any  adjustments
related  to  the  recoverability and classification  of  recorded
assets  or  other  adjustments should the Company  be  unable  to
continue as a going concern.

      On  August  29, 1995, a Joint Venture Agreement was  signed
between   the   Company,  the  Republic  of  Latvia   ("Latvia"),
Scandinavian  Airlines  Systems  Denmark-Norway-Sweden   ("SAS"),
Investeringsfonden  for  Ostlandene  (the  Investment  Fund   for
Central and Eastern Europe - "IO") and Swedfund International  AB
("Swedfund") (collectively, the "Parties"), for the establishment
of a Latvian national airline, Air Baltic Corporation (ABC).

      Upon  completion of the Joint Venture Agreement,  ABC  will
have  a share capital of $12.1 million consisting of $6.5 million
cash  and $5.5 million other assets, including real estate,  with
the  following  ownership  percentages:   Latvia  -  51.03%,  the
Company  - 20.04%, SAS - 16.53%, IO - 6.2% and Swedfund  -  6.2%.
The Company obtained its 20.04% interest based on its cumulative-
to-date  investments in and advances to BIA.   The  JV  Agreement
provides that supplemental funding in the amount of $4.0  million
for  working  capital as necessary, will be  provided  by  Nordic
Investment Bank, or a similar financial institution.

     Furthermore, the Parties agreed to provide subordinated debt
loans  as necessary to ABC, totaling approximately $14.1 million,
of   which  the  Company's  portion  will  be  $2,575,000.    The
obligation  to  provide such financing will not occur  until  the
$4.0   million  working  capital  facility  is  funded  and  such
obligation will expire on December 31, 1997.

<PAGE>

                 BALTIC INTERNATIONAL USA, INC.
       Notes to Condensed Consolidated Financial Statements

      On  September 6, 1995, the Company invested $468,950 for  a
25%  share of a non-profit state joint-stock company, the Latvian
Privatization  Agency  (Latavio).   The  Company  is  to  provide
management expertise by submitting a business plan to restructure
Latavio,  developing a turnaround strategy, and evaluating  other
business  possibilities in the Baltic area.   Subsequent  to  the
investment,  the  Latvian Economic Court temporarily  halted  the
privatization   process   and  has  appointed   a   third   party
administrator to determine whether Latavio should be restructured
outside  of  the privatization process or, whether  privatization
should  continue.  Management has not fully determined the  level
of  the  risk of loss of the investment of Latavio; however,  the
Company  has  fully reserved the investment as of  September  30,
1995.

NOTE 2 - Summarized Financial Data for BIA

      During the three months ended September 30, 1994 and  1995,
the  Company  recorded equity in net losses relating  to  BIA  of
$1,378,914   and  $1,404,479,  respectively,  relating   to   its
percentage  ownership  of  the joint  venture  of  40%  and  49%,
respectively.   At September 30, 1995, BIUSA elected  to  forgive
$4,042,255  of  debt  to  BIA.  BIUSA transferred  its  remaining
investment in and advances to BIA in the amount of $1,302,600  to
Air  Baltic  upon  completion of the  Air  Baltic  Joint  Venture
Agreement.

The Company's investment in BIA is summarized as follows:

                                              December 31,   September 30,
                                                  1994           1995
                                              -----------     -----------
Proportionate investment in deficit of BIA   $  (406,847)     $     -
Advances to and accounts receivable from BIA   2,008,272            -
Allowance for collectibility of advances
  to and accounts receivable from BIA         (1,601,425)           -
                                              ----------       ------
                                             $         -      $     -
                                              ==========       ======

Summarized financial data for BIA is as follows:

                                              December 31,   September 30,
                                                  1994          1995
                                              -----------   -------------
Current assets                               $  688,397     $  897,783
Noncurrent assets                             2,124,897        978,563
                                              ---------      ---------
                                             $2,813,294     $1,876,346
                                              =========      =========

Current liabilities                          $1,635,322     $4,248,928
Noncurrent liabilities                        2,008,272      1,302,600
Partners'  deficit                             (830,300)    (3,675,182)
                                              ---------      ---------
                                             $2,813,294     $1,876,346
                                              =========      =========

                             Three Months Ended         Nine Months Ended
                               September 30,              September 30,
                           ----------------------     ----------------------
                              1994        1995          1994         1995
                           ---------    ---------     ---------    ---------
Operating revenue         $2,477,693   $3,260,686    $5,101,779   $8,734,030
Loss   from   operations  (1,582,055)  (4,309,235)   (3,623,580)  (5,870,328)
Net  loss                 (1,638,208)    (774,500)   (3,749,567)  (3,408,697)

Total  debt  forgiven  was  $4,042,255  which  was  recorded   as
extraordinary  income by BIA, resulting in  net  income  for  the
three  month  period ending September 30, 1995.  The Company  did
not recognize its equity share of this extraordinary income.

<PAGE>

                 BALTIC INTERNATIONAL USA, INC.
      Notes to Condensed Consolidated Financial Statements

NOTE 3 - Earnings/Loss Per Common Share

      The  computations  of earnings/loss per  common  share  are
computed using 2,919,400 and 5,326,747 weighted average shares of
common  stock for the three months ended September 30,  1994  and
1995,  respectively, and 2,553,100 and 3,885,596 weighted average
shares  of  common stock for the nine months ended September  30,
1994  and  1995,  respectively.  Stock warrants and  options  are
considered to be dilutive for earnings per share purposes if  the
average market price during the three month period ending on  the
balance sheet date exceeds the exercise price.

NOTE 4 - Equity Transactions

     On September 25, 1995, the Company converted $45,000 of long-
term  debt  to  equity through the issuance of  4,500  shares  of
convertible  preferred  stock.  During the  1995  third  quarter,
605,000  shares of common stock were issued resulting in proceeds
of $687,300.

NOTE 5 - Related Party Transactions

     The Company earns commission income from BIA for services to
BIA  as  international promotional sales agent.  Commissions  are
based  upon  a  percentage of passenger ticket and cargo  revenue
earned  on  sales originating outside of Riga.  The Company  also
charges  a  management fee to BIA to cover certain administrative
costs  and  other expenses incurred by the Company on  behalf  of
BIA.  The Company earned $655,000 and $78,845 in such commissions
and  fees  for  the  nine  months ended September  30,  1994  and
September  30,  1995,  respectively.  The Company  deferred  this
revenue in 1994.

      The Company subleases two Boeing 727 aircraft to BIA for an
aggregate  of  $80,000  per month.  For the  three  months  ended
September  30,  1995,  the Company received $240,000  related  to
these  subleases.  For the nine months ended September 30,  1995,
the Company received $480,000 related to the subleases.

NOTE 6 - Extraordinary Loss

      On  May  6,  1994,  the Company repaid all  of  its  bridge
financing  notes payable using proceeds from its  initial  public
offering.   As  a result of early extinguishment of  $893,340  of
such  notes,  the  Company recognized an  extraordinary  loss  of
$78,586.

NOTE 7 - Subsequent Events

      From  October  1,  1995 to November 17, 1995,  the  Company
advanced an additional $889,577 to BIA.  The Company may, at  its
discretion, advance approximately an additional $800,000  to  pay
obligations to BIA.  Management believes that it is in  the  best
interest  of  both BIUSA and BIA for BIA to remain  an  operating
airline.  As BIA will likely continue to operate as a charter and
cargo  airline  in the Baltic region, the Company  believes  that
maintaining  BIA's  airline  certification  and  maintaining  the
goodwill of BIA's debtors is beneficial to BIUSA.

      On  November  13, 1995, the Company signed a Memorandum  of
Understanding with Topflight AB, a Swedish company, to  create  a
joint venture that will set up airline catering facilities across
Eastern  Europe.  The proposed joint venture will have a  charter
capital  of  $6  million and will be owned 51%  by  the  Company.
Within  the next sixty days the companies will develop a detailed
business  plan  targeting  six airports  for  in-flight  catering
development.

<PAGE>

                 BALTIC INTERNATIONAL USA, INC.


ITEM  2  -  Management's  Discussion and  Analysis  of  Financial
Condition and Results of Operations

      The  Company's revenues are derived from its equity in  the
net  income of its joint ventures, commissions due from sales  of
airline   tickets  under  the  international  promotional   sales
agreement  between BIA and the Company, the Boeing  727  aircraft
rental charged to BIA, interest earned on outstanding debt to BIA
from the Company and from revenue generated by BWAF.  Since 1994,
the  Company  has elected to account for its revenue earned  from
BIA on a cash basis.

Quarter Ended September 30, 1995 and 1994

      For  the quarter ended September 30, 1994, the Company  had
revenues  of  $85,028 compared with $2,607,631  for  the  quarter
ended September 30, 1995.  The increase is principally due
to  fees  of $1,500,000 collected from Air Baltic Corporation  in
payment  of  market development and training for Latvian  pilots,
flight  attendants  and mechanics.  The fee  collected  for  such
services is not unusual for services provided by the Company, but
is a nonrecurring fee from Air Baltic.  Also, payments made to the
Company  from BIA and ABC for aircraft rental income, commissions
paid  on  the  sale  of  airline  tickets,  and  freight  revenue
contributed  to  the  increase  of which  no  such  corresponding
revenue  was recorded in the prior year.  The revenue improvement
was  also due an increase of 23% in the Company's earnings from its
investment in BCS.

      The  Company's  operating expenses for  the  quarter  ended
September 30 1994 were $1,879,114 compared to $2,434,776 for  the
same  quarter  for  1995.   General and  administrative  expenses
increased  from $350,200 in 1994 to $846,841 in the same  quarter
of  1995.  This increase was due primarily to the reserve of  the
Latavio  investment of $468,950.

      Interest  expense increased 7,762% from $452 in the  third
quarter  1994  to  $35,539  in 1995,  reflecting  the  additional
borrowings incurred through 1994 and 1995.

      The  Company had a net loss of $1,817,418 for  the  quarter
ended September 30, 1994 compared to a net income of $246,372 for
the quarter ended September 30, 1995.  The increase in net income
is  due  to income from Air Baltic Corporation on the wet  lease,
payment  of the nonrecurring fee from Air Baltic, and payment  of
rental  income from BIA partially offset by writing off  debt  of
BIA and the reserve for the investment in Latavio.

      The  Company forgave $4,042,255 in loans to BIA during  the
third quarter of 1995.  For the three months ended September  30,
1995, the Company's equity in net losses of BIA was $1,404,479.

Nine Months Ended September 30, 1995 and 1994

      For  the nine months ended September 30, 1994 revenues were
$178,090  compared  to  $3,447,881  for  the  nine  months  ended
September  30, 1995 for an increase of $3,269,791.   Year-to-date
revenues  were  impacted by the same factors that affected  third
quarter 1995 results.

       Year-to-date   operating  expenses  decreased   3%   from
$4,425,966  for  1994 to $4,296,985 for 1995.  Such  decrease  is
attributable  to  the decrease in the Company's net equity in losses 
of BIA.  Partially offsetting this decrease, there  was  an  increase  of
$522,844  in  cost  of revenue due to freight  costs  related  to
BIUSA's  purchase in October 1994 of its joint venture  partner's
interest in BWAF.

      Interest expense increased by $54,662 or 47% from  $115,335
for the nine months ended September 30, 1994 to $169,997 in 1995,
due to higher borrowings in 1995.

<PAGE>

      Interest  income increased from $8,210 for the nine  months
ended  September 30, 1994 to $193,581 for the nine  months  ended
September  30, 1995.  This increase is due primarily to  interest
paid by BIA on outstanding debt to the Company.

     The Company had compared to a net loss of $4,456,190 for the
nine months ended September 30, 1994, a net loss of $794,270  for
the nine months ending September 30, 1995.

Liquidity and Capital Resources

      The  Company  had  $98,757 in cash at  December  31,  1994,
compared to $376,991 at September 30, 1995.

      At  December  31, 1994, the Company had a  working  capital
deficit of $401,285 as compared to $44,303 at
September 30, 1995.  The decrease in the working capital deficit is  due
primary  to  an  increase  in cash of $277,934,  an  increase  in
accounts  receivable  of $304,221, partially offset by an increase
in accounts payable  and accrued  liabilities  of $25,688, and an 
increase  in  short-term debt of $199,685.

      Net  cash used in operating activities for the nine  months
ended September 30, 1994 was $1,290,047 as compared to $793,607
provided  by  operating activities for the same period  of  1995.
Such  increase  primarily  was due to  reduction  of  net  losses
partially  offset by write-offs of investment in BIA.   Net  cash
used  in investing activities was $1,970,061 for the nine  months
ended  September  30, 1994 compared to $3,488,681  for  the  nine
months  ended  September  30, 1995,  the  results  of  additional
advances  and investments in BIA.  Net cash provided by financing
activities was $3,319,526 for the nine months ended September 30,
1994  compared to $2,973,014 for the nine months ended  September
30, 1995.

      The  Company and BIA require substantial capital to  pursue
their operating strategies.  To date, the Company has relied upon
net  cash  provided by financing activities to fund  its  capital
requirements.  The Company has no firm commitments  for  external
sources  of  financing upon which the Company will rely  for  the
near future.

<PAGE>

                 BALTIC INTERNATIONAL USA, INC.

                  PART II - OTHER INFORMATION



Item 1.   Legal Proceedings, None

Item 2.   Changes in Securities, None

Item 3.   Defaults Upon Senior Securities, None

Item 4.   Submission of Matters to a Vote of Security-Holders, None

Item 5.   Other Information, None

Item 6.   Exhibits and Reports on Form 8-K:

          (a)  Exhibits, None

          (b)  On  July  14,  1995, the Company  dismissed  Price
               Waterhouse LLP as its independent accountants.

               On July 28, 1995, the Company engaged BDO Seidman, LLP
               as its independent accountants.

               On  August 4, 1995, the Company filed a pro  forma
               balance  sheet  evidencing  compliance  with  continued
               listing  requirements with Nasdaq  and  the  Securities
               and Exchange Commission.

               On  August 29, 1995, the Company filed  a  current
               report  on  Form  8-K  pursuant to  which  the  Company
               entered   into  a  Joint  Venture  Agreement  for   the
               Establishment of a New Latvian Air Carrier.

<PAGE>

                 BALTIC INTERNATIONAL USA, INC.


                           SIGNATURES


        In  accordance with the requirements of the Exchange Act,
the  registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                       BALTIC INTERNATIONAL USA, INC.
                              (Registrant)


Date:   May 28, 1996           BY: //s// Robert L. Knauss
       -------------------        ---------------------------------------
                                    Robert L. Knauss,
                                    Chairman of the Board and
                                    Chief Executive Officer



Date:   May 28, 1996           BY: //s// James W. Goodchild
       -------------------         ---------------------------------------
                                    James W. Goodchild,
                                    Chief Operating and Financial
                                    Officer


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<PERIOD-END>                               SEP-30-1995
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<SECURITIES>                                         0
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<ALLOWANCES>                                         0
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                                0
                                    1230000
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