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SECURITITES AND EXCHANGE COMMISSION
Washington DC 20549
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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) November 21, 1996
Celestial Ventures Corporation
Exact name of registrant as specified in charter
Nevada 33-12613 NY 22-2814206
(State or other jurisdiction) (Commission File Number) (IRS Employer
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
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Item 2. Acquisition or Disposition of Assets.
Acquisition or Disposition of Assets.
On November 21, 1996, the Registrant, effective October 1, 1996, sold
all of the issued and outstanding capital stock (the "Shares") of its
wholly-owned subsidiary, Remarkable Office Products, Inc. (hereinafter
"Remarkable"), to Dynamic Products Corp. (the "Purchaser"), for $1,406,250.00.
Remarkable is in the business of marketing re-markable wall calendars and
office posters. The assets of Remarkable included equipment, inventory, and
accounts receivable. The consideration paid to the Registrant was as follows:
(i) repayment of intercompany balance due to Remarkable as of November 20, 1996
of $106,450.85; (ii) payment on November 21, 1996, of $43,539.15 in cash; (iii)
a promissory note for $450,000.00 due February 21, 1997, payment of which was
extended until March 21, 1997; and (iv) assumption of certain liabilities of
the Registrant totaling $806,250.00. The Registrant realized a gain of
$354,250.00 on the sale. The purchase price of Remarkable was determined in the
manner of an arms length transaction, The principles followed by the parties in
determining the consideration were as follows: Shares of Remarkable were valued
at book value, and the repayment of intercompany balance on November 20, 1996,
the cash payment on November 21, 1996, the note payable due on March 21, 1997,
and the assumption of certain liabilities of the Registrant were each
calculated at cash value. An officer, director, and stockholder of the
Purchaser is also the President and Chairman of the Board of Directors and a
stock holder of the Registrant. The transaction was approved and ratified by
the Registrant's Board of Directors in accordance with Nevada corporate law.
Item 7. Financial Statements and Exhibits
( c ) Exhibits (numbered in accordance with Item 603 of Regulation S-B).
(2) Stock Purchase Agreement by and between Dynamic Products Corp. and the
Registrant, dated November 21, 1996.
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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: April 4, 1997 By: /s/ Irwin Schneidmill
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Irwin Schneidmill, President
