Quality Resource Technologies is a spin off/merger of Bisa and TRQ, both wholly created shells of bisa and are start up companies.
http://www.sec.gov/Archives/edgar/data/1502943/000143209310000696/qualityresource10-12g.htm
IMMEDIATE NEWS ... will be updated and trimmed after merger and final settleing of stocks.....
Item 1. Business.
The Spin-Off
On September 27, 2010, the Baltic International USA, Inc. Board of Directors approved the Spin-Off of Quality Resource Technologies to Baltic’s common shareholders. To effect this Spin-Off, the Baltic Board approved the distribution of the 1,180,788 shares of the Quality Resource Technologies common stock owned by Baltic to holders of record of the Baltic common stock and preferred stock. These shares represent approximately 79 percent of the outstanding shares of the Quality Resource Technologies common stock. The Quality Resource Technologies shares will be distributed as of 5:00 p.m., Houston, Texas time, on October 18, 2010.
You will not be required to pay any cash or other consideration for the shares of the Quality Resource Technologies common stock distributed to you or to surrender or exchange your shares of the Baltic common stock and preferred stock to receive the distribution of the Quality Resource Technologies common stock.
The Number of Shares You Will Receive
The actual number of shares of the Quality Resource Technologies common stock that will be distributed to you will be calculated as of the Record Date. The ratio that will be used to determine the number of Quality Resource Technologies common shares you will receive for each share of the Baltic common stock you own on the Record Date is calculated as follows:
| | | Baltic Common Stock | | Baltic Series A Preferred Stock | | Baltic Series B Preferred Stock | | Total | |
| Total number of shares of the Quality Resource Technologies common stock to be distributed in the Spin-Off | | 548,788 | | 492,000 | | 140,000 | | 1,180,788 | |
| Divided by: Total number of shares of Baltic stock outstanding at 5:00 p.m., Houston, Texas time, on October 4, 2010 | | 10,975,760 | | 123,000 | | 14 | | N/A | |
| Ratio of Quality Resource Technologies common shares to Baltic shares to be distributed | | 1 for 20 | | 4 for 1 | | 10,000 for 1 | | N/A | |
We cannot now determine the actual number of shares of the Quality Resource Technologies common stock to be distributed to you since that number cannot be calculated until 5:00 p.m., Houston, Texas time, on the Record Date. Based on the number of shares of the Baltic common stock outstanding as of October 4, 2010, you would receive approximately one share of the Quality Resource Technologies common stock for each 20 shares of the Baltic common stock that you own on the Record Date, four shares of the Quality Resource Technologies common stock for each share of the Baltic Series A preferred stock that you own on the Record Date, and 10,000 shares of the Quality Resource Technologies common stock for each share of the Baltic Series B preferred stock that you own on the Record Date.
Promptly following the Record Date, we will announce the actual ratio representing the number of shares of the Quality Resource Technologies common stock to be distributed in the Spin-Off in respect of each share of the Baltic common stock and preferred stock. These ratios will also be included in the distribution statement that will be mailed to each registered owner of the Baltic common stock and preferred stock and will be posted on our website at www.baltic-intl.com.
When and How You Will Receive the Quality Resource Technologies Shares
The Quality Resource Technologies shares will be distributed on October 18, 2010 (the “Distribution Date”) by Baltic by causing the shares of the Quality Resource Technologies common stock to be registered in accounts established in the ownership records of Quality Resource Technologies.
Registered Holders. If you own shares in registered form, the Quality Resource Technologies shares distributed to you will be registered in your name and you will become the record holder of that number of shares of the Quality Resource Technologies common stock.
Street Name Holders. If your shares are held in a brokerage account or with a nominee, the distribution will be credited to the account of your brokerage firm or nominee. Your broker/nominee will in turn credit your account for the Quality Resource Technologies shares that you are entitled to receive. This could take up to two weeks from the Distribution Date.
Fractional Shares. We will not deliver any fractional shares of the Quality Resource Technologies common stock in connection with the Spin-Off. Instead, we will round up to nearest whole share and deliver rounded up shares to you.
Book-Entry Registration. The Quality Resource Technologies common stock will be issued in book-entry form through the Direct Registration System. Quality Resource Technologies’ transfer agent and registrar, Pacific Stock Transfer, will hold your book-entry shares. If you wish to receive a physical certificate after the Distribution Date, you should contact Quality Resource Technologies’ transfer agent at Pacific Stock Transfer, 4045 S. Spencer Street, Suite 403, Las Vegas, Nevada 89119, telephone (702) 361-3033, and telecopier (702) 433-1979.
Distribution Statement. Following the Distribution Date, a distribution statement will be sent to you showing your ownership interest in the Quality Resource Technologies common stock. We currently estimate that it will take up to 10 days from the Distribution Date to complete the mailings of distribution statements.
Trading in Baltic Stock and Quality Resource Technologies Stock
Beginning about October 5, 2010, and continuing through market close on October 18, 2010, the “Pink Sheets” on which the shares of the Baltic common stock are currently traded may establish two markets in the Baltic common stock, a “regular way” market and a “when-issued” market. Shares that trade in the “regular way” market will trade with the entitlement to shares of the Quality Resource Technologies common stock to be distributed pursuant to the Spin-Off. Shares that trade on the “when-issued” market will trade without the entitlement to shares of the Quality Resource Technologies common stock to be distributed pursuant to the Spin-Off. Therefore, if you own shares of the Baltic common stock at 5:00 p.m., Houston, Texas time, on the Record Date and sell those shares on the “regular way” market prior to market close on October 18, 2010, the Distribution Date, you will also be trading the shares of the Quality Resource Technologies common stock that otherwise would have been distributed to you pursuant to the Spin-Off.
Contracts made in the “when-issued” markets are contingent on the distribution of Quality Resource Technologies common shares pursuant to the Spin-Off. Settlement for these contracts would occur on October 18, 2010.
Since the shares of the Quality Resource Technologies common stock are not yet trading, there will be no trading market established until the Form 10 described below has been declared effective by the SEC and the shares have been released for trading.
Following the distribution, the Baltic common stock will continue to be traded on the “Pink Sheets” under the symbol “BISA.PK.” As a result of the distribution, the trading price of the Baltic common stock immediately following the distribution will likely be lower than the trading price of the Baltic common stock immediately prior to the distribution.
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