U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 16, 1996
BALTIC INTERNATIONAL USA, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
1-12908 76-0336843
(Commission File Number) (I.R.S. Employer
Identification No.)
1990 Post Oak Boulevard, Suite 1630, Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 961-9299
(Registrant's telephone number, including area code)
Item 1 Changes in Control of Registrant
Inapplicable
Item 2 Acquisition or Disposition of Assets
Inapplicable
Item 3 Bankruptcy or Receivership
Inapplicable
Item 4 Changes in Registrant's Certifying Accountant
Inapplicable
Item 5 Other Events
The Company was notified by Nasdaq in July 1996 that it failed to
satisfy certain continued listing requirements necessary in order to
maintain the listing of its Common Stock on The Nasdaq SmallCap
Market. The Company has achieved the required level of capital and
surplus during September 1996 to maintain the Nasdaq listing
requirements. As a condition of its continued listing on The Nasdaq
SmallCap Market, the Company was required to file a balance sheet
evidencing compliance.
Item 6 Resignations of Registrant's Directors
Inapplicable
Item 7 Financial Statements and Exhibits
Pro forma Condensed Consolidated Balance Sheet
as of September 30, 1996.................................. page 4
Item 8 Change in Fiscal Year
Inapplicable
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BALTIC INTERNATIONAL USA, INC.
By /s/ James W. Goodchild
----------------------------
JAMES W. GOODCHILD, Chief
Operating and Financial Officer
Dated: October 16, 1996
3
BALTIC INTERNATIONAL USA, INC.
Pro Forma Condensed Consolidated Balance Sheet
(unaudited)
Pro Forma
September 30, Pro Forma September 30,
1996 Adjustments 1996
------------ ----------- ------------
(1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 61,198 $ - $ 61,198
Accounts receivable 106,268 18,600 124,868
Inventory 56,238 - 56,238
Prepaids and deposits 14,778 - 14,778
---------- ------- ----------
Total current assets 238,482 18,600 257,082
PROPERTY AND EQUIPMENT, net 14,462 - 14,462
INVESTMENT IN AND ADVANCES TO
JOINT OPERATIONS 2,799,078 900 2,799,978
GOODWILL, NET 245,673 - 245,673
OTHER ASSETS 33,441 - 33,441
---------- ------- ----------
Total assets $ 3,331,136 $ 19,500 $ 3,350,636
========== ======= ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable and accrued
liabilities $ 316,223 $ 2,193 $ 318,416
Short-term debt, net 541,000 - 541,000
Commitments for guarantees on
BIA liabilities 221,375 - 221,375
Other current liabilities 250,868 - 250,868
---------- ------- ----------
Total liabilities 1,329,466 2,193 1,331,659
---------- ------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock:
Series A, $2 convertible, $10
par value, 500,000 shares
authorized, 123,000 shares
issued and outstanding 1,230,000 - 1,230,000
Series B, convertible, $10
par value and $25,000
stated value, 70 shares
authorized, 37 shares
issued and outstanding 925,000 - 925,000
Common stock, $.01 par value,
20,000,000 shares authorized,
7,097,645 and 5,758,241 shares
issued and outstanding 70,976 - 70,976
Additional paid-in capital 9,662,799 - 9,662,799
Retained deficit (9,887,105) 17,307 (9,869,798)
---------- ------- ----------
Total stockholders' equity 2,001,670 17,307 2,018,977
---------- ------- ----------
Total liabilities and
stockholders' equity $ 3,331,136 $ 19,500 $ 3,350,636
========== ======= ==========
(1) The pro forma adjustments represent estimates of the net operations for
September 1996 of certain foreign subsidiaries and joint operations
which have not closed their books for September 1996 as of
October 16, 1996.
4
