Baltic International USA Inc – ‘SC 13D’ on 8/25/97 re: Baltic International USA Inc

As of:  Monday, 8/25/97   ·   Accession #:  918545-97-7   ·   File #:  5-47021

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             10±    35K 

Document Table of Contents

  U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

  SCHEDULE 13D
   Under the Securities Exchange Act of 1934

  BALTIC INTERNATIONAL USA, INC.
--------------------------------------------------------------------------------
  (Name of Issuer)

 Common Stock, $0.01 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 058825-10-0
------------------------- 
(CUSIP Number)

   Jonas af Jochnick
   Oriflame Eastern Europe
   Place Flagey 7, bte 7
   1050 Brussels - Belgium
  32-646-67-00
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)                                                                 

   August 15, 1997
   -------------------------------------------------------
   (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].       

Check the following box if a fee is being paid with the statement. (A fee is not
required  only if the  reporting  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.) [x]                                                           

NOTE: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13-d(a)  for other  parties to whom copies are to be
sent.                                                                           

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SCHEDULE 13D

CUSIP No.    058825-10-0                                  Page  2  of  12  Pages
    ---------------------                                -----  ------

1   Name of Reporting Person                                                    
S.S. or I.R.S. Identification No. of Above Person                       

Celox S.A.                                                              
--------------------------------------------------------------------------------
2   Check the Appropriate Box if a Member of a Group*                   (a) |_| 
                                                                       (b) |X|
--------------------------------------------------------------------------------
3   SEC Use Only                                                                

--------------------------------------------------------------------------------
4   Source of Funds*         WC                                                 

--------------------------------------------------------------------------------
5   Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items   
   2(d) or 2(e)                                                            |_|
--------------------------------------------------------------------------------
6   Citizenship or Place of Organization           Luxembourg                   

--------------------------------------------------------------------------------
 Number of                   7   Sole Voting Power                   2,500,000

  Shares                      --------------------------------------------------
Beneficially                8   Shared Voting Power                   -0-   

  Owned by                    --------------------------------------------------
 Each                        9   Sole Dispositive Power              2,500,000

  Reporting                   --------------------------------------------------
Person With                 10  Shared Dispositive Power              -0-   

--------------------------------------------------------------------------------
11  Aggregate Amount Beneficially Owned by Each Reporting Person      2,500,000 

--------------------------------------------------------------------------------
12  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  |_| 

--------------------------------------------------------------------------------
13  Percent of Class Represented by Amount in Row (11)       20.30%             

--------------------------------------------------------------------------------
14  Type of Reporting Person*         CO                                        

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D

CUSIP No.    058825-10-0                               Page   3   of   12  Pages
    ------------------                                -------   ------

1   Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person  

ORESA Ventures N.V.                                                     
--------------------------------------------------------------------------------
2   Check the Appropriate Box if a Member of a Group*                   (a) |_| 
                                                                       (b) |X|
--------------------------------------------------------------------------------
3   SEC Use Only                                                                

--------------------------------------------------------------------------------
4   Source of Funds*    WC                                                      

--------------------------------------------------------------------------------
5   Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items   
   2(d) or 2(e)                                                            |_|

--------------------------------------------------------------------------------
6   Citizenship or Place of Organization                 Netherland Antilles    
--------------------------------------------------------------------------------
 Number of                   7   Sole Voting Power                   2,500,000

  Shares                      --------------------------------------------------
Beneficially                8   Shared Voting Power                  -0-    

  Owned by                    --------------------------------------------------
 Each                        9   Sole Dispositive Power              2,500,000

  Reporting                   --------------------------------------------------
Person With                 10  Shared Dispositive Power              -0-   
--------------------------------------------------------------------------------
11  Aggregate Amount Beneficially Owned by Each Reporting Person      2,500,000 

--------------------------------------------------------------------------------
12  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  |_| 

--------------------------------------------------------------------------------
13  Percent of Class Represented by Amount in Row (11)       20.30%             

--------------------------------------------------------------------------------
14  Type of Reporting Person*    CO                                             

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D

CUSIP No.  058825-10-0                                    Page  4  of  12  Pages
    ----------------                                     -----   -----

1   Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person  

Jonas af Jochnick                                                       
--------------------------------------------------------------------------------
2   Check the Appropriate Box if a Member of a Group*                   (a) |_| 
                                                                       (b) |X|
--------------------------------------------------------------------------------
3   SEC Use Only                                                                

--------------------------------------------------------------------------------
4   Source of Funds*     None                                                   

--------------------------------------------------------------------------------
5   Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items   
   2(d) or 2(e)                                                            |_|

--------------------------------------------------------------------------------
6   Citizenship or Place of Organization          Sweden                        

--------------------------------------------------------------------------------
Number of                   7   Sole Voting Power                     -0-   

  Shares                      --------------------------------------------------
 Beneficially                8   Shared Voting Power                 5,000,000

  Owned by                    --------------------------------------------------
Each                        9   Sole Dispositive Power                -0-   

  Reporting                   --------------------------------------------------
 Person With                 10  Shared Dispositive Power            5,000,000

--------------------------------------------------------------------------------
11  Aggregate Amount Beneficially Owned by Each Reporting Person      5,000,000 

--------------------------------------------------------------------------------
12  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  |_| 

--------------------------------------------------------------------------------
13  Percent of Class Represented by Amount in Row (11)       40.60%             

--------------------------------------------------------------------------------
14  Type of Reporting Person*     IN                                            

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP NO.   058825-10-0                                     Page   5   of   12
           ---------------                                       -------   -----

ITEM 1.  SECURITY AND ISSUER                                                    

         Securities acquired:     Common Stock, par value $0.01 ("Common Stock")

Issuer:                  Baltic International USA, Inc.       

    Principal Executive Offices:       1990 Post Oak Blvd., Suite 1630
                             Houston, Texas  77056

ITEM 2.  IDENTITY AND BACKGROUND                                                

         (a) This  Schedule is being filed  jointly by the  following  reporting
persons  (hereinafter  sometimes  collectively  referred  to as  the  "Reporting
Persons" pursuant to an Agreement of Joint Filing attached hereto as Exhibit A: 

        (i)      Celox S.A., a Luxembourg corporation, which owns 24% of ORESA
     Ventures S.A., the parent of ORESA Ventures N.V.;

  (ii)     ORESA Ventures N.V., a Netherland Antilles corporation;

  (iii)    Jonas af Jochnick,  an  individual  who is a  director,
         officer, stockholder  and the  controlling  person of
Celox S.A. and ORESA Ventures N.V.,         

   (b), (c) and (f) The Reporting Persons have business addresses as
follows:                                                                        

(i)      Celox S.A., 3 Avenue Pasteur, L2311 Luxembourg       

    (ii)     ORESA Ventures N.V., Scharlooweg 81, Curacao, Willemstad,
Netherland Antilles                         

      (iii)    Jonas af Jochnick, Oriflame Eastern Europe, Place Flagey 7,
bte 7, 1050 Brussels, Belgium               

      Celox S.A. is a privately owned investment  corporation  which is in
the business of purchasing, for investment and trading purposes, securities and 
other financial instruments.                                                    

       ORESA Ventures N.V. is a subsidiary of ORESA Ventures S.A., a venture
capital company concentrating on Eastern Europe and listed n the Stockholm      
stock exchange.                                                                 

CUSIP NO.   058825-10-0                                      Page   6   of   12 
          ---------------                                         ------   -----

    Jonas af Jochnick, a Swedish citizen, is chairman of the board and
chief executive officer of ORESA Ventures S.A., a venture capital company       
concentrating on Eastern Europe and listed on the Stockholm stock exchange.     
He is also chairman of the board and chief executive officer of Oriflame        
Eastern Europe, S.A. and vice chairman of Oriflame International S.A.  The      
two Oriflame companies both manufacture cosmetic and skin care products which   
are marketed on a global basis.  Oriflame International is listed on the        
London Stock exchange. He also owns 100% of the outstanding stock of Celox S.A. 

         (d) No events  have  occurred  which  would be  required to be reported
under the provisions of this Item.                                              

         (e) No events  have  occurred  which  would be  required to be reported
under the provisions of this Item.                                              

ITEM 3.  SOURCE AND AMOUNT OF FUNDS                                             

    Celox S.A.  used working  capital to directly  purchase the Common
Stock owned by it. The  approximate  aggregate  amount of funds  used by        
Celox S.A.  to purchase such  securities  was  $500,000  (including  broker     
commissions and clearing fees).                                                 

      ORESA Ventures N.V.  used working  capital to directly  purchase the
Common Stock owned by it. The approximate aggregate amount of funds used by     
ORESA Ventures N.V. to purchase such securities was $500,000 (including  broker 
commissions  and clearing fees).                                                

ITEM 4.  PURPOSE OF THE TRANSACTION                                             

     Each of the other  Reporting  Persons has  acquired  the securities
reported herein for investment. As of the date hereof, none of the Reporting    
Persons has any plans or  proposals  which would result in any of the following:

         (1)      acquisition  by any  person of  additional  securities  of the
                  Issuer,  or the disposition of securities of the Issuer except
                  for open market or privately  negotiated purchases or sales of
                  the Issuer's  securities at times and prices determined by the
           investment objectives of each of the Reporting Persons;

         (2)      any  extraordinary  corporate  transaction,  such as a merger,
reorganization or liquidation, involving    
the Issuer or any of its subsidiaries;      

         (3)      any sale or  transfer  of a  material  amount of assets of the
Issuer or any of its subsidiaries;          

CUSIP NO.   058825-10-0                                    Page   7   of   12   
        --------------                                        -----    -----

         (4)      any change in the present  board of  directors  or managers of
           the Issuer except for two nominees selected by Jonas af
         Jochnick for appointment to the board of directors of
the Issuer;                                 

         (5)      any material change in the present  capitalization or dividend
policy of the Issuer;                       

         (6)      any  other  material  change  in  the  Issuer's   business  or
corporate structure;                        

         (7)      any change in the  Issuer's  charter,  by-laws or  instruments
                  corresponding  thereto or other  actions  which may impede the
       acquisition of control of the Issuer by any person;

         (8)      causing a class of  securities  of the  Issuer to be  delisted
from a national securities exchange;        

         (9)      causing a class of securities of the Issuer to become eligible
                  for termination of registration  pursuant to Section  12(g)(4)
of the Securities Exchange Act of 1934; or  

(10)     any action similar to any of those enumerated above. 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

         (a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:                        

    (i)      Celox S.A. is the beneficial owner of 2,500,000 shares of
              Common Stock, of which 1,250,000 shares have been acquired
            directly in a private placement.  In connection with the
             private placement, the Issuer issued warrants to purchase
             1,250,000 shares at an exercise price of $0.65 per share,
          which warrants are currently exercisable and expire in
              August 2002.  The total number of shares  of Common  Stock
            beneficially owned by Celox S.A. represents 20.3% of the
shares of Common Stock outstanding.         

   (ii)     ORESA Ventures N.V. is the beneficial owner of 2,500,000
               shares of Common Stock, of which 1,250,000 shares have been
                 acquired directly in a private placement.  In connection with
                 the private placement, the Issuer issued warrants to purchase
             1,250,000 shares at an exercise price of $0.65 per share,
          which warrants are currently exercisable and expire in
               August 2002.  The total number  of shares  of Common  Stock
                 beneficially owned by ORESA Ventures N.V. represents 20.3% of
the shares of Common Stock outstanding.     

CUSIP NO.  058825-10-0                                      Page   8   of   12  
         ---------------                                         -----    ------

        (iii)    By reason of his  positions as the sole stockholder  of Celox
          S.A. and chairman and chief executive officer of ORESA
           Ventures N.V., Jonas af Jochnick may be  deemed to have
          indirect shared voting and dispositive  power over the
                5,000,000 shares of Common  Stock of the Issuer beneficially
                owned by such corporations.  Accordingly,  Jonas af Jochnick
                may be deemed the beneficial owner of an aggregate 5,000,000
                 shares representing  40.6% of the Common  Stock of the Issuer
outstanding.                                

         The  number  of  shares   beneficially  owned  and  the  percentage  of
outstanding shares represented thereby, for each of the Reporting Persons,  have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended.  The percentages of ownership described above are based on the
9,615,270   outstanding  shares of Common  Stock of the Issuer  reported  in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.     

        (b) Celox S.A.  and ORESA Ventures N.V. have the sole power to vote or
to dispose of or to direct the  voting or to direct  the disposition of the     
Common Stock of the Issuer beneficially  owned by each corporation.  Jonas      
af Jochnick may be deemed to have  shared  voting and  dispositive  power over  
the aggregate 5,000,000 shares of the Common Stock of the Issuer  beneficially  
owned by Celox S.A. as its sole stockholder and ORESA Ventures N.V. as its      
chairman and chief executive officer.                                           

         (c) The  following  are all  transactions  in the  class of  securities
reported on herein effected by the Reporting Persons in the past sixty (60) days
(all such transactions were private purchases):                                 

                                                                [Download Table]


TRANSACTION  REPORTING             NO. OF   PRICE                 
DATE         PERSON                SHARES   PER SHARE    TOTAL    
----         ---------             ------     ---------    -----      
                                                                  

8/15/97      Celox S.A.          1,250,000   $0.40     $500,000.00

8/15/97      ORESA Ventures N.V. 1,250,000   $0.40     $500,000.00


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER                                 

         Except as set forth herein above, there are no contracts, arrangements,
understandings  or relationships  between the Reporting  Persons with respect to
the securities of the Issuer reported upon by this report except for Jonas      
af Jochnick has been appointed as a nominee for the Issuer's board of directors.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

Exhibit A.  Agreement of Joint Filing                                           

CUSIP NO.  058825-10-0                                      Page   9   of   12  
         ---------------                                         -----    ------

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true,  complete and correct.
This  statement  may be  executed in any number of  counterparts,  each of which
shall  be  deemed  an  original  and  all of  which  shall  constitute  one  (1)
instrument.                                                                     

                    CELOX S.A.

                                   By: /s/ Jonas af Jochnick
                                                 -------------------------------
                                          Jonas af Jochnick, Chief
                                   Executive Officer

Dated as of:  August 25, 1997                                                   

CUSIP NO.   058825-10-0                                    Page   10   of   12  
          ---------------                                       ------    ------

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true,  complete and correct.
This  statement  may be  executed in any number of  counterparts,  each of which
shall  be  deemed  an  original  and  all of  which  shall  constitute  one  (1)
instrument.                                                                     

                                       ORESA VENTURES N.V.

                                             By: /s/ Jonas af Jochnick
                                                     ---------------------------
                                                  Jonas af Jochnick, Chief
                                           Executive Officer

Dated as of:  August 25, 1997                                                   

CUSIP NO.   058825-10-0                                  Page   11   of   12    
        ---------------                                     ------    ------

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true,  complete and correct.
This  statement  may be  executed in any number of  counterparts,  each of which
shall  be  deemed  an  original  and  all of  which  shall  constitute  one  (1)
instrument.                                                                     

                                   By: /s/ Jonas af Jochnick
                                          ------------------------
                                                 Jonas af Jochnick, Individually

Dated as of:  August 25, 1997                                                   

CUSIP NO.   058825-10-0                                     Page  12   of  12   
         ---------------                                       ------   ------

 EXHIBIT A

 AGREEMENT OF JOINT FILING
  BALTIC INTERNATIONAL USA, INC.
 COMMON STOCK, PAR VALUE $0.01

         In accordance  with Rule 13D-1(f) under the Securities  Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint  filing on behalf of each of them of a Statement  on Schedule  13D,
and any  and all  amendments  thereto,  with  respect  to the  above  referenced
securities and that this Agreement be included as an Exhibit to such filing.    

         This Agreement may be executed in any number of  counterparts,  each of
which  shall be  deemed to be an  original  and all of which  together  shall be
deemed to constitute one and the same Agreement.                                

         IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 25th day of August, 1997.                                                  

                CELOX S.A.

                               By: /s/ Jonas af Jochnick
                                           -----------------------------
                                              Jonas af Jochnick, Chief
                                       Executive Officer

                         ORESA VENTURES N.V.

                                By:  /s/ Jonas af Jochnick
                                             -----------------------------
                                                Jonas af Jochnick, Chief
                                         Executive Officer

                           /s/ Jonas af Jochnick
                                         -----------------------------------
                                             Jonas af Jochnick, Individually

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		8/25/97		3
		8/15/97		10QSB,  8-K
		6/30/97		10QSB
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