0000918545-12-000007.txt : 20121114
0000918545-12-000007.hdr.sgml : 20121114
20121114153747
ACCESSION NUMBER: 0000918545-12-000007
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20120930
FILED AS OF DATE: 20121114
DATE AS OF CHANGE: 20121114
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BALTIC INTERNATIONAL USA INC
CENTRAL INDEX KEY: 0000918545
STANDARD INDUSTRIAL CLASSIFICATION: [9995]
IRS NUMBER: 760336843
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26558
FILM NUMBER: 121204074
BUSINESS ADDRESS:
STREET 1: 6002 ROGERDALE ROAD
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77072
BUSINESS PHONE: 7139619299
MAIL ADDRESS:
STREET 1: 6002 ROGERDALE ROAD
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77072
10-Q
1
r10q-0912.txt
BALTIC 10-Q 9/30/12
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2012.
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 Number: 0-26558
BALTIC INTERNATIONAL USA, INC.
(Exact name of small business issuer as specified in its charter)
TEXAS 76-0336843
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6002 Rogerdale Road, Suite 500, Houston, Texas 77072
(Address of principal executive offices)
(713) 961-9299
(Issuer's telephone number)
Check 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, and (2) has been subject to such filing requirements for
the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, and
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ].
Number of shares outstanding of each of the issuer's classes of common stock
as of November 12, 2012: 10,975,760 shares.
BALTIC INTERNATIONAL USA, INC.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements (unaudited)
Balance Sheets -
September 30, 2012 and December 31, 2011 3
Statements of Operations -
Three Months Ended September 30, 2012 and 2011
and Nine Months Ended September 30, 2012 and 2011 4
Statements of Cash Flows -
Nine Months Ended September 30, 2012 and 2011 5
Notes to Financial Statements 6
Item 2 - Management's Discussion and Analysis or Plan of Operation 8
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 9
Item 4 - Controls and Procedures 10
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 11
Item 1A - Risk Factors 11
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3 - Defaults Upon Senior Securities 11
Item 4 - Mine Safety Disclosures 11
Item 5 - Other Information 11
Item 6 - Exhibits 11
Signatures 12
2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BALTIC INTERNATIONAL USA, INC.
Consolidated Balance Sheets
(unaudited)
September 30, December 31,
2012 2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 300 $ 300
----------- -----------
Total current assets 300 300
Reimbursable acquisition costs 50,000 50,000
----------- -----------
Total assets $ 50,300 $ 50,300
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 343,842 $ 328,872
Dividends payable 2,403,444 2,284,920
Short-term debt to officers and directors 36,981 36,981
----------- -----------
Total liabilities 2,784,267 2,650,773
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
Preferred stock:
Series A, convertible, $10 par value,
499,930 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,
14 shares issued and outstanding 350,000 350,000
Common stock, $.01 par value, 40,000,000 shares
authorized, 16,629,229 shares issued and
10,975,760 shares outstanding 166,292 166,292
Additional paid-in capital 13,019,530 13,019,530
Accumulated deficit (16,695,215) (16,561,721)
Treasury stock, at cost (804,574) (804,574)
----------- -----------
Total shareholders' deficit (2,733,967) (2,600,473)
----------- -----------
Total liabilities and shareholders' deficit $ 50,300 $ 50,300
=========== ===========
See accompanying notes to consolidated financial statements.
3
BALTIC INTERNATIONAL USA, INC.
Consolidated Statements of Operations
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2012 2011 2012 2011
REVENUES $ - $ - $ - $ -
------- ------- ------- ---------
OPERATING EXPENSES:
General and administrative 3,786 3,548 10,884 11,878
------- ------- ------- ---------
INCOME (LOSS) FROM OPERATIONS (3,786) (3,548) (10,884) (11,878)
------- ------- ------- ---------
OTHER INCOME (EXPENSE):
Interest expense (1,372) (1,372) (4,086) (3,938)
------- ------- ------- ---------
Total other income (expense) (1,372) (1,372) (4,086) (3,938)
------- ------- ------- ---------
INCOME (LOSS) BEFORE INCOME TAXES (5,158) (4,920) (14,970) (15,861)
INCOME TAX EXPENSE - - - -
------- ------- ------- ---------
NET INCOME (LOSS) $ (5,158) $ (4,920) $ (14,970) $ (15,861)
======= ======= ======= =========
PER SHARE AMOUNTS
Basic and diluted $ (0.00) $ (0.00) $ (0.01) $ (0.01)
WEIGHTED AVERAGE OUTSTANDING
COMMON SHARES:
Basic and diluted 10,975,760 10,975,760 10,975,760 10,975,760
See accompanying notes to consolidated financial statements.
4
BALTIC INTERNATIONAL USA, INC.
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30,
2012 2011
Cash flows from operating activities:
Net loss $ (14,970) $ (15,861)
Adjustments to reconcile net loss to cash flows
from operating activities:
Increase/decrease in current assets and
current liabilities:
Accounts payable and accrued liabilities 14,970 13,971
----------- -----------
Net cash used by operating activities - (1,890)
----------- -----------
Cash flows from financing activities:
Proceeds from short-term debt to officer - 2,073
----------- -----------
Net cash provided by financing activities - 2,073
----------- -----------
Net increase in cash and cash equivalents - 183
Cash and cash equivalents, beginning of period 300 117
----------- -----------
Cash and cash equivalents, end of period $ 300 $ 300
=========== ===========
Supplemental disclosures:
Cash paid for interest $ - $ -
Cash paid for income taxes - -
Noncash investing and financing activities:
Dividends declared and unpaid $ 118,524 $ 118,428
See accompanying notes to consolidated financial statements.
5
BALTIC INTERNATIONAL USA, INC.
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Baltic International USA, Inc. have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the financial statements and notes thereto contained in our Annual Report filed
with the SEC on Form 10-K. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the consolidated financial statements which would
substantially duplicate the disclosure contained in the consolidated financial
statements for fiscal 2011 as reported in the Form 10-K have been omitted.
NOTE 2 - FINANCIAL CONDITION
We have incurred operating losses since inception. At September 30, 2012,
we had an accumulated deficit of $16,695,215 and current assets and current
liabilities of $300 and $2,784,267, respectively, resulting in a working
capital deficit of $2,783,967. Net cash used in operating activities was
$0 in the nine months ended September 30, 2012 and $1,890 in nine months ended
September 30, 2011. We currently have limited cash resources available and
have obligations due or past due.
Management believes that we will be able to achieve a satisfactory level
of liquidity to meets its business plan and capital needs through December 31,
2012. Additionally, management believes we have the ability to obtain
additional financing from key officers, directors and certain investors.
Management also believes that we can continue to defer certain amounts payable
by us that are either currently payable or past due. However, there can be no
assurance we will be successful to meet its liquidity needs.
6
NOTE 4 - LOSS PER COMMON SHARE
Stock warrants and options are considered to be dilutive for earnings per
share purposes if the average market price during the period exceeds the
exercise price and we had earnings for the period. For the periods ended
September 30, 2012 and 2011, all stock warrants and options are considered
anti-dilutive. Supplemental disclosures for loss per share are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2012 2011 2012 2011
Net income (loss) to be
used to compute loss
per share:
Net loss $ (5,158) $ (4,920) $ (14,970) $ (15,861)
Less preferred dividends (39,476) (39,476) (118,524) (118,428)
---------- ---------- ---------- ----------
Net loss attributable to
common shareholders $ (44,730) $ (44,396) $ (133,494) $ (134,289)
========== ========== ========== ==========
Weighted average number
of shares - basic and diluted 10,975,760 10,975,760 10,975,760 10,975,760
========== ========== ========== ==========
Basic and diluted loss per
common share $ (0.00) $ (0.00) $ (0.01) $ (0.01)
========== ========== ========== ==========
7
BALTIC INTERNATIONAL USA, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussions contain forward-looking information. Readers
are cautioned that such information involves risks and uncertainties, including
those created by general market conditions, competition and the possibility of
events may occur which limit our ability to maintain or improve its operating
results or execute its primary growth strategy. Although we believe that the
assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could be inaccurate, and there can therefore be no assurance
that the forward-looking statements included herein will prove to be accurate.
The inclusion of such information should not be regarded as a representation by
us or any other person that our objectives and plans will be achieved.
Current Plan of Operations
Our current business objective for the next 12 months is to investigate
and, if such investigation warrants, acquire a target company or business
seeking the perceived advantages of being a publicly held corporation. Our
principal business objective for the next 12 months and beyond will be to
achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. We will not restrict our potential
candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business.
We do not currently engage in any business activities that provide us with
positive cash flows. As such, the costs of investigating and analyzing
business combinations for the next approximately 12 months and beyond will be
paid with our current cash on hand and through funds from financing to be
obtained.
During the next 12 months we anticipate incurring costs related to filing
of Exchange Act reports and costs relating to consummating an acquisition.
We believe we will be able to meet these costs with our current cash on
hand and additional amounts, as necessary, to be loaned to or invested in us by
our stockholders or other investors.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an
established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Any target business that is selected may be a financially unstable company
or an entity in its early stages of development or growth, including entities
without established records of sales or earnings. In that event, we will be
subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies.
In addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.
8
We anticipate that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
Quality Resource Technologies
In October 2010, we acquired 10% ownership of Quality Resource
Technologies, Inc. Quality Resource Technologies is to develop, manufacture
and sell innovative light-weight fiber reinforced shipping container and
storage units. We had announced a spin-off of our interest in Quality Resource
Technologies, Inc. to our shareholders. However, we cancelled the spin-off and
continue to own 10% of Quality Resource Technologies, Inc.
Liquidity and Capital Resources
We had $300 in cash at September 30, 2012, compared to $300 at
December 31, 2011.
At September 30, 2012, we had working capital deficit of $2,783,967 as
compared to $2,739,237 at December 31, 2011. The increase in the working
capital deficit is due primarily to the accrual of additional liabilities.
Net cash used in operating activities for the nine months ended
September 30, 2012 was $0 as compared to $1,890 for the same period of 2011.
Net cash provided by financing activities for the nine months ended
September 30, 2012 was $0 as compared to $2,073 for the same period of 2011.
We have incurred operating losses since inception. At September 30, 2012,
we had an accumulated deficit of $16,695,215 and current assets and current
liabilities of $300 and $2,784,267, respectively, resulting in a working
capital deficit of $2,783,967. We currently have limited cash resources
available and have obligations due or past due.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in our market risks since the end of the
fiscal year 2011.
9
Item 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer, after evaluating
the effectiveness of our "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this Quarterly Report on Form 10-Q, has concluded
that our disclosure controls and procedures were effective to provide
reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
There were no significant changes in our internal control over financial
reporting during our most recent fiscal quarter that materially affected, or
were reasonably likely to materially affect, our internal control over
financial reporting.
Limitations on the Effectiveness of Internal Control
Our management does not expect that our disclosure controls and procedures
or our internal control over financial reporting will necessarily prevent all
fraud and material errors. An internal control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because
of the inherent limitations on all internal control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, and/or by management's override of
the controls. The design of any system of internal control is also based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become
inadequate because of changes in circumstances, and/or the degree of compliance
with the policies and procedures may deteriorate. Because of the inherent
limitations in a cost-effective internal control system, financial reporting
misstatements due to error or fraud may occur and not be detected on a timely
basis.
10
BALTIC INTERNATIONAL USA, INC.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS, None
Item 1A. RISK FACTORS, Not Required
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS, None
Item 3. DEFAULTS UPON SENIOR SECURITIES, None
Item 4. MINE SAFETY DISCLOSURES, None
Item 5. OTHER INFORMATION, None
Item 6. EXHIBITS
31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
11
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: November 14, 2012 By: /s/ David A. Grossman
---------------------- -------------------------------
David A. Grossman
Chief Executive Officer,
Chief Financial Officer and
Corporate Secretary
12
EX-31
2
ex31-0912.txt
SECTION 302 CERTIFICATION
Exhibit 31
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
I, David A. Grossman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Baltic International
USA, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. As the registrant's sole certifying officer, I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant business issuer, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. As the registrant's sole certifying officer, I have disclosed, based on my
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Date: November 14, 2012
By: /s/ David A. Grossman
-----------------------
David A. Grossman
Chief Executive Officer and
Chief Financial Officer
EX-32
3
ex32-0912.txt
SECTION 906 CERTIFICATION
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Baltic
International USA, Inc. (the "Company") for the period ended September 30, 2012
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, David A. Grossman, Chief Executive Officer and Chief
Financial Officer (Principal Executive Officer and Principal Accounting
Officer of the Company), certify pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
Date: November 14, 2012
/s/ David A. Grossman
-------------------------------------------------
David A. Grossman
Chief Executive Officer and
Chief Financial Officer