<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended: March 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934 For the transition period from _______ to _____________.
Commission file number 33-12613-NY
CELESTIAL VENTURES CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 22-2814206
- - --------------------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
382 Route 59, Section 310, Monsey, New York 10952
- - --------------------------------------------------------------------------------
(Address of principal executive offices)
(914) 369-0132
- - --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
- - --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer has: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
|X| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding for each of the issuer's classes of
common equity, as of the latest practicable date:
Number of shares of Common Stock outstanding as of March 31, 1996:
14,285,878.
Transitional Small Business Disclosure Format (check one)
Yes |_| No |X|
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Celestial Ventures Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, June 30,
1996 1995
--------- --------
ASSETS
Current Assets
Cash and Cash Equivalents $ 30 $ (1,131)
Accounts Receivable 84,253 --
List Rental Receivable 33,551 --
Inventory 212,472 --
Notes Receivable 150,000 179,210
Prepaid Expenses and Sundry Receivables 235,919 --
Investments -- 300,000
---------- -----------
Total Current Assets 716,225 478,079
---------- -----------
Property, Plant and Equipment 542,366 498,745
Less: Accumulated Depreciation 41,650 33,853
---------- -----------
Net Property, Plant and Equipment 500,716 464,892
---------- -----------
Other Assets
Investments 1,550,000 1,250,000
Intangible Assets (Net) 949,999 --
Notes Receivable 200,000 200,000
Security Deposits 5,885 --
Interest Receivable -- 4,667
---------- -----------
Total Other Assets 2,705,884 1,454,667
---------- -----------
TOTAL ASSETS $3,922,825 $ 2,397,638
========== ===========
See Accompanying Notes to Condensed Consolidated Financial Statements
2
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, June 30,
1996 1995
--------- --------
LIABILITIES
Current Liabilities
Accounts Payable $ 193,126 $ 164,069
Accrued Expenses and Sundry Liabilities 51,122 --
Notes Payable 547,566 --
----------- -----------
Total Current Liabilities 791,814 164,069
----------- -----------
Long-Term Liabilities
Notes Payable 265,892 170,000
Loan Payable Officer 10,750 --
----------- -----------
Total Long-Term Liabilities 276,642 170,000
----------- -----------
TOTAL LIABILITIES 1,068,456 334,069
----------- -----------
SHAREHOLDERS EQUITY
Shareholders Equity
Preferred Stock 278 889
Common Stock 14,286 9,906
Less Common Stock Discount Below Par Value (28,500) (28,500)
Additional Paid-In-Capital 5,474,594 4,362,154
Accumulated Deficit (2,606,289) (2,280,880)
----------- -----------
TOTAL SHAREHOLDERS EQUITY 2,854,369 2,063,569
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 3,922,825 $ 2,397,638
=========== ===========
See Accompanying Notes to Condensed Consolidated Financial Statements
3
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31
1996 1995
--------- -----------
Revenues
Sales $ 915,629 1,040,430
--------- -----------
Cost of Sales 241,692 1,060,368
--------- -----------
Gross Profit 673,937 (19,938)
Operating Expenses
General and Administrative Expenses 748,008 944,856
--------- -----------
Net (Loss) Before Other Income (Deductions) (74,071) (964,794)
--------- -----------
Other Income (Deductions)
Interest Income 23,293 210
Forgiveness of Debt 9,000 --
Write-Down of Equipment -- (385,000)
Loss on Investment -- (201,875)
--------- -----------
Total Other Income (Deductions) 32,293 (586,665)
--------- -----------
Net Profit (Loss) before Taxes $ (41,778) $(1,551,459)
Income Taxes 571 --
========= ===========
Net Profit (Loss) $ (42,349) $(1,551,459)
========= ===========
Net Profit (Loss) Per Share $ (.01) $ (.17)
========= ===========
See Accompanying Notes to Condensed Consolidated Financial Statements
4
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
1996 1995
--------- ----------
Revenues
Sales $ 232,836 $ 287,900
--------- ---------
Cost of Sales 79,348 223,177
--------- ---------
Gross Profit 153,488 64,723
Operating Expenses
General and Administrative Expenses 218,482 294,290
--------- ---------
Net Profit (Loss) Before Other Income (Deductions) (64,994) (229,567)
--------- ---------
Other Income (Deductions)
Interest Income 7,000 140
Forgiveness of Debt -- --
Write-Down of Equipment -- --
Loss on Investment -- --
--------- ---------
Total Other Income (Deductions) 7,000 140
========= =========
Net Profit or (Loss) before taxes $ (57,994) $(229,427)
Income Taxes 571 --
--------- ---------
Net Profit or (Loss) $ (58,565) $(229,427)
========= =========
Net Profit or (Loss) Per Share $ (.01) $ (.03)
========= =========
See Accompanying Notes to Condensed Consolidated Financial Statements
5
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1996
Cash Flows from Operating Activities
Net Loss $ (42,349)
-----------
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 5,059
Amortization 50,001
Deferred income taxes 0
Changes in assets and liabilities:
Decrease (increase) in:
Accounts receivable (112,999)
Inventories (164,255)
Prepaid expenses (217,883)
Security Deposits 106
Increase (decrease) in:
Accounts payable (39,171)
Accrued expenses and sundry liabilities 51,122
-----------
Total adjustments (428,020)
-----------
Net cash used in operating activities (470,369)
Cash Flows From Investing Activities:
Purchase of property & equipment (16,202)
Advances on notes receivable 29,210
Purchase of intangible assets (1,000,000)
-----------
Net cash used in investing activities (986,992)
Cash Flows From Financing Activities:
Proceeds from short term loans 483,000
Repayments of short term loan (109,722)
Proceeds from long term loans 0
Repayments of long term loan (2,550)
Proceeds from officer 68,224
Repayments to officer (96,639)
Issuance of common stock 1,116,209
-----------
Net cash provided by financing activities 1,458,522
Net increase in cash 1,161
Cash beginning (1,131)
-----------
Cash ending 30
===========
6
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
Celestial Ventures Corporation was organized under the laws of the
State of Nevada on January 28, 1987. The Company's activities consist
of ownership of various diversified businesses. These businesses are
involved in "Business to Business" direct mail marketing and
application of powder coating onto industrial materials. Effective
June 30, 1995, the Company changed its year end from October to June.
NOTE A: Significant Accounting Policies
1. The books and records are maintained on the accrual method of
accounting.
2. Inventories: Inventories are stated at the lower of cost
(first-in, first-out basis), or market.
3. Investments are accounted for using the equity method of
accounting.
4. Property and Equipment: Property and equipment are stated at cost
less accumulated depreciation and amortization. The Company
depreciated and amortizes its property and equipment primarily by
the straight-line method over the estimated economic life of the
assets for financial reporting purposes.
5. Intangible Assets: Intangible Assets are capitalized and are
being amortized using the straight-line method over 15 years.
6. The consolidated financial statements include accounts of its
wholly-owned subsidiaries. All material intercompany transactions
have been eliminated.
7. Income Taxes: The Company has adopted the Statement of Financial
Accounting Standards 109. Statement 109 uses the assets and
liability method, deferred taxes assets and liabilities are
recognized for the estimated future tax consequences attributable
to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax
bases.
NOTE B: Accounts Receivable
Accounts Receivable is derived from sales in the ordinary course of
business. As of March 31, 1996, no allowance for doubtful accounts has
been provided and all known bad debts have been written off.
NOTE C: Inventories
Inventories at March 31, 1996 are made up of finished goods, in the
companies' warehouse.
7
<PAGE>
NOTE D: Property and Equipment
Major classifications of property and equipment and their respective
lives are summarized below:
March 31 Depreciable
1996 Lives
-------- -----------
Equipment 492,768 7-10 years
Furniture & fixtures 3,623 5 years
Leasehold improvements 45,975 10-39 years
-------
Total 542,366
Accumulated depreciation 41,650
-------
500,716
=======
Depreciation expense totaled $5,059 for the nine months ended March
31, 1996.
NOTE E: Intangible Assets
Intangible assets are made up of the following:
March 31 Amortizable
1996 Lives
-------- -----------
Customer list 850,000 15 years
Trademarks 100,000 15 years
Telephone numbers 50,000 15 years
---------
Total 1,000,000
Accumulated amortization 50,001
---------
Net Intangible assets 949,999
=========
NOTE F: Investment:
In August 1995, the Company sold all of its wholly-owned subsidiaries
with the exception of U.S. Powder Coatings, Inc, to Turkey Delite,
Inc. (A publicly held company) for $1,900,000 in cash, promissory
notes and common stock accounting for 34% of the issued and
outstanding stock of Turkey Delite, Inc. This transaction was
effective as of May 1, 1995.
The sales price consisted of a combination of 1,250,000 shares of
restricted common stock of Turkey Delite, Inc. and additional 300,000
shares of restricted common stock of Turkey Delite, Inc. wherein the
Company can cause said shares to be restricted for public sale after
one year from the effective date; an additional $200,000, of which
$150,000 is payable short term with interest at 8% per annum, and the
balance of $50,000 is due in four quarterly installments of $12,500 at
an interest rate of 8% per annum payable after payments of $150,000
short term note; a $150,000 promissory note due in the fifth year,
with interest due quarterly at 8% per annum. In addition, 350,000
shares of Turkey Delite, Inc.'s common stock will be held in escrow
pending the payment of certain debts of the subsidiaries by Turkey
Delite, Inc. who is the guarantor of the debts. The principles
followed by the parties in determining the consideration were as
follows: The subsidiaries were valued at book value and Turkey Delite,
Inc.'s shares were valued at anticipated market value.
8
<PAGE>
NOTE F: Investment (Continued)
The Company is required to account for their investment in Turkey
Delite, Inc., using the equity method of accounting. The Company is
required to adjust it's investment in Turkey Delite, Inc. by 34% of
the Income or Losses from the date of acquisition. As of March 31,
1996 there has been no completion of financial data for Turkey Delite,
Inc. and upon completion, the adjustment is not expected to have a
material impact on these financial statements.
The market for Turkey Delite, Inc. common stock is thinly traded and
its market is maintained by one market maker. AS of the date of
acquisition, the market value of the 1,550,000 shares of Turkey
Delite, Inc. was valued at $1 per share.
A stockholder and former CEO of the Company is the CEO and stockholder
in Turkey Delite, Inc.
NOTE G: On July 1, 1995 the Company acquired Success Direct, Inc. in a
business combination counted for as a pooling of interest. Success
Direct, Inc. became a wholly owned subsidiary of the Company through
exchange of 1,000,000 shares of the Company's common stock for all the
outstanding stock of Success Direct, Inc. The financial statements of
prior years have been restated to give effect to the combination.
The summarized assets and liabilities of the separate companies on
July 1, 1995, the date of acquisition, were as follows:
Acquired
Company Company
------- --------
Current assets $ 182,746 $ 65,891
Property and equipment (net) 464,892 24,681
Other assets 1,750,000 5,991
---------- --------
2,397,638 96,564
Current liabilities (164,069) (110,808)
Long-term debt (170,000) (268,816)
---------- --------
2,063,569 (283,060)
========== ========
NOTE H: On July 1, 1995 the Company was assigned the rights to purchase the
Accounts receivable, Inventory, and Intangible assets, from Remarkable
Products, Inc., in exchange for Cash, Notes payable and common stock
of the Company.
NOTE I: Notes receivable
The Company took back two notes and common stock as consideration for
the sale of the Companies wholly-owned subsidiary.
NOTE J: Note Payable-Short Term
A unsecured note payable in the original amount of $250,000 with
interest payable at 10% per annum, payable in minimum monthly
installment of $10,000 per month. As of March 31, 1996 the outstanding
balance due on the note is $176,277.
9
<PAGE>
NOTE K: Long-term Debt
Long-term debt is payable and secured as follows:
1. Note payable in an original amount of $202,000,
due on demand, with interest at 10% per annum. $197,000
2. Note payable in an original amount of $340,000
with interest at 4% per annum. 170,000
3. Note payable with an unsecured repayment plan
with interest at 10% per annum. 250,000
4. Note payable in an original amount of $24,495
payable in 60 monthly installments of $567
including interest with a final payment due
December 30, 1999. 20,181
--------
Total 637,181
Less: Current maturities 371,289
--------
Total long-term Debt $265,892
========
The debt matures after December 31, 1996 is due as follows:
1997 250,000
1998-after 15,892
-------
265,892
=======
NOTE L: Related Party Transactions
The Company has loan payable to one of the officers in the amount of
$10,750 payable on demand with interest payable at a rate of 6%. At
March 31, 1996 no interest has been paid or accrued.
NOTE M: At June 30, 1995, the company had a net operating loss carryforward in
excess of $1,100,000. The carryforward will be available for the
reduction of future Federal income tax provisions, the extent and
timing of which are not determinable.
Deferred income taxes include the tax impact of net operating loss
carryforwards. Realization of these assets is contingent on future
taxable earnings. In accordance with the provisions of SFAS No. 109, a
valuation allowance of $380,000 at March 31, 1996 is deemed adequate
for these and other items which are not considered probable of
realization.
10
<PAGE>
NOTE N: Commitment and contingencies
Commitments:
The Company conducts its operation from facilities that are leased
under a four year lease ending December 30, 1998. The lease calls for
monthly rent payments starting in November 1994 of $1,000.00 per month
plus a pro-rata share of real property taxes. The Company also leases
an automobile expiring June 1997 for monthly payments of $569.
Future Minimum Lease payments for operating leases at March 31, 1996
are:
Years ended Operating
March 31, 1996 Lease
-------------- --------
1997 18,828
1998 15,414
1999 9,000
------
43,242
======
Contingencies
The Company initiated a law suit against Reprod, Inc. claiming damages
for misrepresentation of the value of the assets acquired by the
Company's subsidiary.
NOTE O: Earnings Per Share:
Primary earnings per share include the weighted average number of
common shares outstanding. The weighted average number of common
shares outstanding was 12,874,767 shares.
NOTE P: Other Matters
On May 29, 1989, the Company, through its wholly-owned subsidiary,
Celestial Realty Group, Inc. entered into a joint venture agreement
with Mystic Pines, Inc. for the purpose of developing and building
single family homes. The Company contributed $525,000 for a 35%
interest in the venture. Since 1990, however, the Company and Mystic
Pines initiated a lawsuit against B.F. Properties and Reserve Estates
and other related parties and affiliates in order to recoup its
investment. During 1994, the bank which had a security interest in the
lands, foreclosed on the property and secured a choice in action. In
effect, the Company had lost its security interest in the real
property.
As of October 31, 1994, the investment of $525,000 has been written
off the books of the Company as being uncollectable.
NOTE Q: Subsequent Events:
Pursuant to a Board Resolution the Company declared a one for fifteen
reverse split of the Company's outstanding common stock. The record
date for the reverse was May 3, 1996.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The consolidated balance sheet as of March 31, 1996 and the consolidated
statement of operations for the nine months ended March 31, 1996 and 1995 have
been derived from the unaudited financial records of the Company. These
financial statements reflect all adjustments, consisting only of normal
recurring items, which in the opinion of management are necessary to fairly
state the Company's financial position and results of operations for the period
presented.
Financial Condition
The Company's financial condition changed substantially at March 31, 1996
compared to June 30, 1995. These changes occurred as a result of the purchase of
Success Direct, Inc. ("Success") and certain assets of Re-Prod, Inc.
("Re-Prod").
The purchase of Success and certain assets of Re-Prod resulted in an
increase of current assets from $478,079 at June 30, 1995 to $716,225 at March
31, 1996 representing an increase of 50% or $238,146. Property, plant and
equipment was increased from $464,892 at June 30, 1995 to $500,716 at March 31,
1996 representing an increase of 8% or $35,824. Other assets increased from
$1,454,667 at June 30, 1995 to $2,705,884 at March 31, 1996 representing an
increase of 86% or $1,251,217 as a result of the purchase of Success Direct and
certain assets of Re-Prod. The Company experienced an increase in current
liabilities from $164,069 at June 30, 1995 to $791,814 at March 31, 1996
representing an increase of 383% or $627,745. The Company also experienced an
increase in long-term liabilities from $170,000 at June 30, 1995 to $276,642 at
March 31, 1996 representing an increase of 63% or $106,642. Shareholders Equity
was increased from $2,063,569 at June 30, 1995 to $2,854,369 at March 31, 1996
representing an increase of 38% to $790,800.
Results of Operations
During the nine month period ended March 31, 1996 the Company experienced a
net loss of $(42,349) as compared to a net loss of ($1,551,459) for the nine
months ended March 31, 1995. The net loss of $(42,349) was on sales of $915,629.
Cost of goods sold was $241,692 and operational expenses were $748,008. Other
income of $32,293 was comprised of interest of $23,293 and forgiveness of debt
of $9,000.
Effect of Inflation
The impact of inflation on the Company's financial condition and results of
operations has not been significant.
Liquidity and Capital Resources
Cash used in operations for the nine months ended March 31, 1996 was
$470,369. The Company had $55,060 in depreciation and amortization expense which
did not require cash outlay for the nine months ended March 31, 1996.
12
<PAGE>
The major use of funds in operations was an increase of prepaid expenses of
$217,883, an increase of inventories of $164,255 and an increase in accounts
receivable of $112,999.
During the nine months ended March 31, 1996 the Company purchased the
assets net of Liabilities assumed of Success and certain assets of Re-Prod for
1,750,000 shares of common stock and $315,000 in cash. The balance of the
proceeds of the private placement, approximately $300,000 was used for the
acquisition of certain assets of Re-Prod as well as $100,000 for the option to
purchase Nexim Corp.
Upon the acquisition of Success, the Company assumed $250,000 in aggregate
principal indebtedness to Performance Capital Corporation at the rate of 10% per
annum. Performance Capital has additionally lent the Company $205,000 which will
be converted into common stock at the rate of $.15 per share.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings
Although there are no material legal proceedings pending against the
Company, as of the date of this Report, Celestial Realty Group. Inc., the
Company's inactive wholly owned subsidiary was involved in a lawsuit which was
filed in the Circuit Court for Eleventh Judicial Circuit in and for Dade County,
Florida by Mystic Pines, a Florida joint venture on June 13, 1990.
Progress of the Case
As of the date of this Report, the Company has no further standing to seek
the relief as set forth in its amended complaint. This is based upon a court
ordered award of the lawsuit to NCNB bank. NCNB owned the mortgage on the
subject property and as a result of a foreclosure action, the lawsuit was
awarded to NCNB to satisfy the deficiency. The Company has had no choice but to
disallow any assets reflecting a favorable outcome in this action.
The Company filed on February 21, 1995 a complaint against Re-Prod, Inc.
and its stockholder Jacob LaHav in Federal Court in the Southern District of New
York, White Plains, File Number 961274, which seeks a modification of the
purchase price of the assets of Re-Prod, Inc. The Company contends that certain
assets, including accounts receivable, which the Company was purchasing did not
exist at the time of the acquisition. As a result the Company has suspended
payments under a $250,000 payable to Re-Prod, Inc. and will not honor other
terms of the acquisition.
On March 14, 1996, Re-Prod, Inc. and Jacob LaHav filed a counter claim
against the Company alleging specific performance on the $250,000 promissory
Note, fraud and conversion, breach of contract and securities fraud and against
Mr. Irwin Schneidmill and John Formicola for the enforcement of certain
financial guarantees as well as for common law fraud, securities fraud and fraud
and conversion. The total dollar amount claimed, approximately $1,050,000,
exclusive of interest equals the amount of the original purchase price of
Re-prod, Inc.
13
<PAGE>
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no matters submitted to a vote of security holders for the
period covered by this Report.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-B).
Exhibit
Numbers Description
- - ------- -----------
* 3(a) - Certificate of Incorporation of the Company
* 3(b) - Bylaws of the Company
** 4(a) - Form of Common Stock Certificate
** 10(a) - Purchase Agreement between the Company and Gulf Coast
Powder Coatings, Inc., and ATCO Corporation for the
purchase of Gulf Coast Powder Coatings, Inc. by ATCO
Corporation dated August 31, 1995
** 10(b) - Purchase Agreement between the Company and Valves
International, Inc., Central Valve Services, Inc, Alloy
Valve International, Inc. (d/b/a CVC International
and/or T.J. Lingle International) (collectively, the
"Subsidiaries") and ATCO Corporation for the purchase
of the Subsidiaries by ATCO Corporation, dated August
31, 1995.
** 10(c) - Purchase Agreement between Success Direct, Inc., Irwin
Schneidmill, Performance Capital Corporation, Martin
Ewenstein, Brian Ugles, John Ecke and Cathy Santo
("Sellers") and the Company, for the purchase by the
Company of Success Direct, Inc.
** 10(d) - Assignment of contract between Success Direct, Inc. and
the Company for the rights to purchase assets of
Re-Prod, Inc., dated August 31, 1995.
14
<PAGE>
** 10(e) - Purchase Agreement between the Company and Reprod,
Inc., for the purchase of certain assets of Re-Prod,
Inc., dated August 31, 1995.
*** 10(f) - Promissory Note in the principal amount of $205,000
bearing interest at 11% per annum between the Company
as borrower and Performance Corporation as lender,
dated August 1, 1995.
*** 10(g) - Promissory Notes dated December 15, 1994 through April
15, 1995 in the aggregate amount of $250,000 ($50,000)
bearing interest at 10% per annum between Success
Direct, Inc. as borrower and Performance Capital
Corporation as lender.
*** 10(h) - Employment Agreement between Irwin Schneidmill and the
Company dated March 1, 1996.
*** 10(i) - Supply contracts between the Company and Eimicke, Ltd.
each dated September 6th, 1990.
*** 10(j) - Indemnity Agreement between the Company and Irwin
Schneidmill and John Formicola, indemnifying them
against liabilities arising from the acquisition of
assets of Re-Prod, Inc.
- Subsidiaries of the Company
(b) Reports on Form 8-K - The Registrant did not file any reports on Form
8-K during the last quarter of the fiscal year ended June 30, 1995. The
Registrant since the last quarter filed a report on Form 8-K dated August 31,
1995. Such report did not contain required financial statements. An amendment to
the Form 8-K was filed on February 24, 1996.
* Incorporated by reference to the Company's Registration Statement on Form
S-8 dated September 18, 1995.
** Incorporated by reference to the Company's Report on Form 8-K dated August
31, 1995.
*** Incorporated by reference to the Company's Report on Form 10-KSB for the
period ended June 30, 1995.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
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
By:/s/IRWIN SCHNEIDMILL
-----------------------------
Irwin Schneidmill
President, Chief Executive, and
Financial Officer and a Director
Dated: May 9, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons, which include the Chief
Executive Officer, the Chief Financial Officer and a majority of the Board of
Directors, on behalf of the Registrant and in the capacities and on the dates
indicated:
Name Title Date
- - ---- ----- ----
/s/ Irwin Schneidmill President Chief Executive May 9, 1996
- - ---------------------- and Financial Officer, and
Irwin Schneidmill a Director (Principal Executive
and Financial Officer)
/s/Bob J. Sudderth Chairman of the Board May 9, 1996
- - ---------------------- Vice President, Secretary,
Bob J. Sudderth Treasurer and a Director
/s/Andrew Jaloza Director May 9, 1996
- - ----------------------
Andrew Jaloza
/s/James Lofland Director May 9, 1996
- - ----------------------
James Lofland
/s/Martin Ewenstein Director May 9, 1996
- - ----------------------
Martin Ewenstein
/s/Robert Trause Director May 9, 1996
- - ----------------------
Robert Trause
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 30
<SECURITIES> 1,550,000
<RECEIVABLES> 467,804
<ALLOWANCES> 0
<INVENTORY> 212,472
<CURRENT-ASSETS> 716,225
<PP&E> 542,366
<DEPRECIATION> 41,650
<TOTAL-ASSETS> 3,922,825
<CURRENT-LIABILITIES> 791,814
<BONDS> 0
0
278
<COMMON> 14,286
<OTHER-SE> 2,839,805
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<CGS> 241,692
<TOTAL-COSTS> 241,692
<OTHER-EXPENSES> 690,341
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57,667
<INCOME-PRETAX> (41,778)
<INCOME-TAX> 571
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42,349)
<EPS-PRIMARY> 0.000
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</TABLE>
