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. Su Shi Lo with a copy to:
Majestic International, Inc. George J. Mazin, Esq.
227 Gloucester Road Lowenstein, Sandler, Kohl,
Wan Chi, Hong Kong Fisher & Boylan
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
____________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 1992
____________________________________________________________________
(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):
Majestic International, Inc.
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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:
Cook Islands
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____________________
*All funds used to purchase the stock of Issuer came from the personal
assets of shareholders of Majestic International, Inc.
Number of Shares 7) Sole Voting Power: 8,242,000** (49.0%)
Beneficially --------------------------------------------------
Owned by Each 8) Shared Voting Power: 0
Reporting --------------------------------------------------
Person With: 9) Sole Dispositive Power: 8,242,000** (49.0%)
--------------------------------------------------
10) Shared Dispositive Power: 0
--------------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
8,242,000**
___________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
___________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
49.0%
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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
__________________
**Subsequent to the date of issuance of these shares, Celcor effected a
reverse stock split on a one for five basis. The shares listed herein do
not reflect the stock split.
Item 2. Identity and Background.
The following information is provided with regard to the filer:
(a) Name: Majestic International, Inc.
(b) Principal Place of Business: 227 Gloucester Road
Wan Chi, Hong Kong
(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: Su Shi Lo
(b) Residence or 14F #535 Chen Kuo 3rd Road
Business Address: Edison Building Suite 3
Kaohsiung, Taiwan, Republic of
China ("R.O.C.")
(c) Principal Occupation General Manager
or Employment: Tong Hai General Hospital
Kaohsiung, Taiwan R.O.C.
(d) Reportable Criminal
Proceedings: None
(e) Reportable Civil
Proceedings: None
(f) Citizenship: R.O.C.
Item 3. Source and Amount of Funds or Other Consideration.
Majestic International, Inc. ("Majestic") obtained all funds
used to purchase Celcor, Inc. ("Celcor") stock from the personal assets of
Majestic's stockholders. The total purchase price was $U.S. 155,000.
Item 4. Purpose of Transaction.
The transaction was undertaken to make a controlling investment
in a publicly traded entity into which other businesses could be merged or
from which other businesses could be started. At the time of investment,
the specific business which would be started or merged had not been
determined. At the time the investment was made, Celcor was in bankruptcy
and was seeking to reorganize pursuant to Chapter XI of the United States
Bankruptcy Code. The cash provided by Majestic was utilized to fund
administrative costs of the bankruptcy proceeding and obtain approval for a
reorganization plan. The plan of reorganization was approved by the
Bankruptcy Court on May 28, 1992. As a result of this transaction,
Majestic became the largest shareholder of Celcor. By virtue of its
ability to control Celcor, it caused a new board of directors to be
elected.
Item 5. Interest in Securities of the Issuer.
On July 28, 1992, Majestic purchased 8,242,000 shares of Celcor
for $155,000. The shares represented at the time of purchase 49.0% of the
outstanding common stock of Celcor.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On June 20, 1991, Celcor entered into a Stock Purchase Agreement
(the "Agreement") with Majestic. The Agreement was amended on October 29,
1991. The Agreement, among other things, provided for the sale by the
Company to Majestic of that number of unissued common stock of the Company
which would give Majestic 49% of its outstanding common shares. The
purchase price for said shares would be $155,000. Pursuant to the
Agreement, on July 28, 1992, 8,242,000 shares of common stock were issued
to Majestic.
The Agreement also provided for the issuance of 824,200 common
shares (10% of the number of shares to be sold to Majestic) to Lyncroft
Corp., which received 618,100 shares and Yung Hua Ho, an individual, who
received 206,100 Shares as a finder's fee.
Item 7. Material to be Filed as Exhibits.
Stock Purchase Agreement between Celcor, Inc. and Majestic
International, Inc., dated June 20, 1991, amended October 29, 1991.***
_________________
***Incorporated by reference to Exhibit 1.0 to the Issuer's Current Report
on Form 8-K for June 20, 1991, File No. 0-13337.
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.
MAJESTIC INTERNATIONAL, INC.
August 27, 1995 By:/s/Su Shi Lo
Su Shi Lo, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
