SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
CELCOR, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
Note that this cusip No. is the pre-reverse split No.
150899102
(CUSIP Number)
Mr. Nee Ning Je with a copy to:
Verchi Holdings Limited George J. Mazin, Esq.
Room 312, Entrance 3, Bldg. 14 Lowenstein, Sandler, Kohl,
Compound 3, Jingouhe Road Fisher & Boylan
Wukesong-Haidian District 65 Livingston Avenue
Beijing, People's Republic Roseland, New Jersey 07068
of China (201) 992-8700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 4, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 this statement [X]. (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 less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-1(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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Verchi Holdings Limited
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2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):
OO *
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization:
British Virgin Islands
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________________
*All funds used to purchase the stock of Issuer came from the personal assets
of shareholders of Verchi Holdings Limited.
Number of Shares 7) Sole Voting Power: 550,000** (16.3%)
Beneficially ----------------------------------------------
Owned by Each 8) Shared Voting Power: 0
Reporting ----------------------------------------------
Person With: 9) Sole Dispositive Power: 550,000** (16.3%)
----------------------------------------------
10) Shared Dispositive Power: 0
----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
550,000 shares**
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
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13) Percent of Class Represented by Amount in Row (11):
16.3%
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14) Type of Reporting Person (See Instructions):
CO
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Item 1. Security and Issuer.
The name and address of the principal executive office of the
issuer is:
Celcor, Inc.
1800 Bloomsbury Avenue
Ocean, New Jersey 07712
The title of the class of equity securities to which this
statement relates is:
Common Stock - $0.001 par value
________________
**In November, 1993, Celcor effected a reverse stock split on a one for five
basis. The shares listed herein reflect the stock split.
Item 2. Identity and Background.
The following information is provided with regard to the filer:
(a) Name: Verchi Holdings Limited
(b) Principal Place of Business: Room 312, Entrance 3, Bldg. 14
Compound 3, Jingouhe Road
Wukesong-Haidian District
Beijing, Peoples Republic
of China
(c) Principal Business: Investments in Securities
(d) Reportable Criminal Proceedings: None
(e) Reportable Civil Proceedings: None
(f) Citizenship: Not Applicable
The following information is provided with respect to the sole
executive officer, director and control person of the filer:
(a) Name: Nee Ning Je
(b) Residence or Room 312, Entrance 3, Bldg. 14
Business Address: Compound 3, Jingouhe Road
Wukesong-Haidian District
Beijing, Peoples Republic of
China
(c) Principal Occupation or Investments
Employment:
(d) Reportable Criminal Proceedings: None
(e) Reportable Civil Proceedings: None
(f) Citizenship: Peoples Republic of China
Item 3. Source and Amount of Funds or Other Consideration.
Verchi Holdings Limited ("Verchi") obtained all funds used to
purchase the shares of Celcor, Inc. ("Celcor") common stock from the
personal assets of Verchi's stockholders. The total purchase price was
$U.S. 150,000.
Item 4. Purpose of Transaction.
The investment was undertaken for investment purposes to enable
Verchi to acquire a significant interest in a United States corporation.
The shares were acquired directly from Majestic International, Inc.,
another Celcor shareholder, in a private transaction.
Item 5. Interest in Securities of the Issuer.
On November 4, 1994, Verchi purchased 550,000 shares of Celcor
common stock for US $150,000. At the time of purchase, the shares acquired
represented 16.3% of the outstanding common stock of Celcor.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
VERCHI HOLDINGS LIMITED
August 2, 1995 By: /s/Nee Ning Je
Nee Ning Je, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
