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): July 12, 1999 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.) 5151 San Felipe, Suite 1661, Houston, Texas 77056 (Address of principal executive offices, including zip code) (713) 961-9299 (Registrant's telephone number, including area code) 2 Item 1 Changes in Control of Registrant Inapplicable Item 2 Acquisition or Disposition of Assets On July 12, 1999, the Company sold half of its interest in AIRO Catering Services ("AIRO") to the Company's largest beneficial shareholder. The Company received from Oresa Ventures N.V. and Celox S.A. (affilitates of Jonas af Jochnick) an aggregate of 6,250,000 shares of the Company's common stock, warrants to purchase 6,250,000 shares of the Company's common stock and $250,000 in cash for a 23% interest in AIRO. This transaction reduces the number of outstanding common shares of the Company from 15,586,785 shares to 9,336,785 shares. The Company also issued an option to Oresa Ventures N.V. and Celox S.A. for the right to purchase the remaining 23% of AIRO for $1,145,000 in cash and forgiveness of debt of about $190,000. Item 3 Bankruptcy or Receivership Inapplicable Item 4 Changes in Registrant's Certifying Accountant Inapplicable Item 5 Other Events Inapplicable Item 6 Resignations of Registrant's Directors In connection with the transaction discussed in Item 2 above, Jonas af Jochnick and Adolf af Jochnick have resigned from the Company's board of directors. Item 7 Financial Statements and Exhibits (a) Financial statements of business acquired Inapplicable (b) Pro forma financial information Inapplicable (c) Exhibits 10.1 Share Purchase Agreement for sale of 23% interest in AIRO Catering Services Item 8 Change in Fiscal Year Inapplicable 3 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/ David A. Grossman -------------------------------- DAVID A. GROSSMAN, President and Chief Financial Officer Dated: July 22, 1999 4 EXHIBITS Exhibit No. 10.1 Share Purchase Agreement for sale of 23% interest in AIRO Catering Services