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): August 15, 1997
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) (IRS 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 April 1997 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 August 1997 to maintain the Nasdaq listing
requirements. During July and August 1997, the Company has issued
an aggregate of 3,050,000 shares of common stock for $1,275,000 in
connection with private placements. In connection with the
subscription agreements for 2,500,000 shares issued, the shareholders
have declared their intentions not to offer for resale the shares for
at least 24 months from the date of purchase. As a condition of its
continued listing on The Nasdaq SmallCap Market, the Company was
required to file a pro forma 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 June 30, 1997 page 4
Item 8 Change in Fiscal Year
Inapplicable
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: August 15, 1997
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BALTIC INTERNATIONAL USA, INC.
Pro Forma Condensed Consolidated Balance Sheet
(unaudited)
Pro Forma
June 30, Pro Forma June 30,
1997 Adjustments 1997
(1)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 40,815 $1,275,000 $ 1,315,815
Accounts receivable 89,336 89,336
Inventory 129,488 129,488
Prepaids and deposits 258,956 258,956
---------- ---------- ---------
Total current assets 518,595 1,275,000 1,793,595
---------- ---------- ---------
PROPERTY AND EQUIPMENT, net 13,395 13,395
INVESTMENT IN AND ADVANCES TO JOINT OPERATIONS 3,731,801 3,731,801
OTHER ASSETS 187,430 187,430
GOODWILL, NET 223,578 223,578
---------- ---------- ----------
Total assets $4,674,799 $1,275,000 $ 5,949,799
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 685,907 $ 685,907
Short-term debt, net 2,438,125 2,438,125
Commitments for guarantees on BIA liabilities 146,375 146,375
Other current liabilities 65,837 65,837
---------- ---------- ---------
Total liabilities 3,336,244 3,336,244
---------- ---------- ---------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Preferred stock:
Series A, 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,
$25,000 stated value, 70 shares authorized,
27 shares issued and outstanding 675,000 675,000
Common stock, $.01 par value, 20,000,000 shares
authorized, 8,061,026 and 11,111,026 shares
issued and outstanding 80,610 30,500 111,110
Additional paid-in capital 10,284,940 1,244,500 11,529,440
Accumulated deficit (10,931,995) (10,931,995)
----------- ----------- -----------
Total stockholders' equity 1,338,555 1,275,000 2,613,555
----------- ----------- -----------
Total liabilities and stockholders' equity $ 4,674,799 $ 1,275,000 $ 5,649,799
=========== =========== ===========
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(1) The pro forma adjustments represent the issuances of an aggregate of
3,050,000 shares of common stock for $1,275,000 in connection with private
placements that have occurred in July and August 1997.
