CELESTIAL VENTURES CORP
8-K, 1996-07-02
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 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) June 17, 1996


                        Celestial Ventures Corporation
- -------------------------------------------------------------------------  
               Exact name of registrant as specified in charter


        Nevada                       33-12613 NY              22-2814206       
(State or other jurisdiction         (Commission            (IRS Employer)
of incorporation)                     File Number)        Identification No.)


382 Route 59, Section 310, Monsey, New York            10952
- -------------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number,
including area code           (914) 369-0132                  
                    --------------------------------------------
                                                 
- -----------------------------------------------
(Former name or former address, if changed since last report)

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Item 4.  Changes in Registrant's Certifying Accountant.

Changes in Registrant's Certifying Accountants.

     On June 17 1996, the Company engaged Raich Ende Malter Lerner & Co., as its
independent accountants to prepare audited financial statements for the year
ended June 30, 1996, following dismissal of the Company's former independent
accountants, Joel S. Baum, P.A.  The Company's former independent accountants
had previously issued audit reports to the Company for the years ended October
31, 1994 and the eight months ended June 30, 1995 (the Company's new fiscal year
end), which reports did not contain any adverse opinion or disclaimer of
opinion, or was modified as to uncertainty, audit scope, or accounting
principles.  There were no disagreements on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of the former accountants would have
caused them to make reference to the subject matter of the disagreement in its
reports.   The Company employs a fully costed bill of materials system, a
perpetual inventory system and cycle counting procedures designed to monitor the
perpetual inventory system.  With regard to revenue recognition, the Company
employs a policy of recognizing revenue only upon the shipment of goods.  The
Company believes that presently its system of internal control and operations is
satisfactory to permit the preparation of reliable interim and annual financial
statements.  The change in accountants was approved by the Board of Directors of
the Company on June 11, 1996.

                                   EXHIBITS

Financial Statement and Exhibits

(a)  Not Applicable

(b)  Exhibits.

                                       2
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     16. Letter re Change in Certifying Accountant. Letter from former certified
public accountant Joel S. Baum, P.A. consenting to the disclosures made in the
Form 8-K.

                                       3

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                                  SIGNATURES

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        CELESTIAL VENTURES CORPORATION 
                                        ------------------------------
                                                (registrant)


Dated: June 28, 1996                    By: /s/ Irwin Schneidmill
                                            --------------------------------
                                            Irwin Schneidmill, President 

                                       4


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                      [LETTERHEAD OF JOEL S. BAUM P.A.]

June 27, 1996


Mr. Irwin Schneidmill
Celestial Ventures Corporation
382 Route 59-#310
Monsey, New York 10952

Dear Mr. Schneidmill:

We hereby acknowledge that effective June 17, 1996, my firm has ceased as being
the accounting firm on record with the Securities and Exchange Commission. There
were no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. We hereby
consent to the disclosure in the Form 8K to which this consent is an exhibit.

Sincerely,

/s/ Joel S. Baum
- ----------------------------
Joel S. Baum, CPA


      1515 University Drive  o  Suite 222  o  Coral Springs, Florida 33071
 N. Broward (305) 752-1712  o  S. Broward (305) 920-9047  o  Fax (305) 344-3694



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