<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: December 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 January 3, 1997: 1,137,053.
Transitional Small Business Disclosure Format (check one)
Yes ___ No X
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Celestial Ventures Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
December 31,
1996
------------
Assets
Current Assets
Cash and Cash Equivalents $ 33,395
Note Receivable 450,000
--------
Total Current Assets 483,395
--------
Property, Plant and Equipment --
Less: Accumulated Depreciation --
--------
Net Property, Plant and Equipment --
--------
Other Assets
Intangible Assets (Net) --
Security Deposits --
--------
Total Other Assets --
--------
Total Assets $483,395
========
See Accompanying Notes to Condensed Consolidated Financial Statements
1
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CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
December 31,
1996
------------
Liabilities
Current Liabilities
Accounts Payable $ 17,222
Accrued Expenses and Sundry Liabilities 9,600
-----------
Total Current Liabilities 26,822
-----------
Long-Term Liabilities
Notes Payable 170,000
Loan Payable Officer --
Net Liabilities of Discontinued Operations --
-----------
Total Long-Term Liabilities 170,000
-----------
Total Liabilities 196,822
-----------
Shareholders' Equity
Shareholders Equity:
Preferred Stock 276
Common Stock 1,076
Additional Paid-In-Capital 4,817,487
Accumulated Deficit (4,532,266)
-----------
Total Shareholders' Equity 286,573
Total Liabilities and Shareholders' Equity $ 483,395
===========
See Accompanying Notes to Condensed Consolidated Financial Statements
2
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CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31,
1996 1995
-------- --------
Revenues
Sales $205,192 $682,793
-------- --------
Cost of Sales 53,612 162,344
-------- --------
Gross Profit 151,580 520,449
Operating Expenses
General and Administrative Expenses 212,882 529,526
-------- --------
Net (Loss) Before Other Income (Deductions) (61,302) (9,077)
-------- --------
Other Income (Deductions)
Interest Expense -- (37,500)
Interest Income -- 16,293
Forgiveness of Debt -- 9,000
Gain on sale of subsidiary 354,250 --
-------- --------
Total Other Income (Deductions) 354,250 (12,207)
-------- --------
Net Profit (Loss) $292,948 $(21,284)
======== ========
Net Profit (Loss) Per Share $ .26 $ (.01)
======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements
3
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CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31,
1996 1995
-------- --------
Revenues
Sales $ -- $467,035
-------- --------
Cost of Sales -- 129,364
-------- --------
Gross Profit -- 337,671
-------- --------
Operating Expenses
General and Administrative Expenses 19,015 321,637
-------- --------
Net Profit (Loss) Before
Other Income (Deductions) (19,015) 16,034
-------- --------
Other Income (Deductions)
Interest Expense -- (37,500)
Interest Income -- 7,000
Gain on sale of subsidiary 354,250 --
-------- --------
Total Other Income (Deductions) 354,250 (30,500)
-------- --------
Net Profit (Loss) $335,235 $(14,466)
======== ========
Net Profit or (Loss) Per Share $ .29 $ (.02)
======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements
4
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CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,
1996 1995
----------- -----------
Cash Flows from Operating Activities
Net Income (Loss) $ 292,948 $ (21,284)
----------- -----------
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 4,349 6,053
Amortization 33,336 33,334
Interest on redeemable common stock - 37,500
Changes in assets and liabilities:
Decrease (increase) in:
Accounts receivable 128,012 (197,398)
Inventories 153,037 (16,379)
Prepaid expenses 35,034 (197,458)
Other Assets 908,481 23,975
Increase (decrease) in:
Accounts payable (84,909) 105,455
Accrued expenses and sundry liabilities (38,513) 57,685
----------- -----------
Total adjustments 1,138,827 (147,233)
----------- -----------
Net cash used in operating activities 1,431,775 (168,517)
----------- -----------
Cash Flows From Investing Activities:
Sale (purchase) of property & equipment - net 30,765 (43,876)
Deficit of subsidiary sold (acquired) 377,262 (283,060)
Purchase of assets from Re-Prod Inc - (1,315,000)
-----------
Note receivable from sale of subsidiary (450,000) -
----------- -----------
Net cash used in investing activities (41,973) (1,641,936)
----------- -----------
Cash Flows From Financing Activities:
Proceeds (payments) from loans (517,111) 419,869
Payment of subsidiaries' loans (45,000) -
Financing of purchase of Re-Prod assets:
Note Payable - 250,000
Redeemable common stock - 750,000
Payment of redeemable common stock (806,250) -
Proceeds from officer - 21,000
Issuance (redemption) of preferred stock 4 (611)
Issuance of common stock - 366,820
----------- -----------
Net cash provided by financing activities (1,368,357) 1,807,078
-----------
Net increase (decrease) in cash 21,445 (3,375)
Cash beginning of period 11,950 3,562
----------- -----------
Cash end of period $ 33,395 $ 187
=========== ===========
See Accompanying Notes to Condensed Consolidated Financial Statements
5
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CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 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 31 to June 30.
NOTE A: Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three- and six-month period ended
December 31, 1996 is not necessarily indicative of the results that may
be expected for the year ended June 30, 1996. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Registrant Company and Subsidiaries' annual report on
Form 10-K for the year ended June 30, 1996.
NOTE B: Pro Forma Information as if Remarkable Disposition occurred December 31,
1996.
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
not payable due on March 21, 1997, and the assumption of certain
liabilities of the Registrant were each calculated at cash value.
The following pro forma information is presented for the disposition of
Remarkable as if the disposition had occurred December 31, 1996. The
operating results for the period July 1, 1996 to December 31, 1996 are
included in the Company's historical consolidated statement of
operations for the six months ended December 31, 1996. The pro forma
information does not purport to be indicative of results that would have
been attained if Remarkable's operations had actually been disposed of
during the periods represented and is not necessarily indicative of
operating results which might have been achieved in the future.
6
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If Remarkable was not sold, the following would be the pro forma
financial data for the six months and three months ended December 31,
1996.
October 1, 1996 - July 1, 1996 -
December 31, 1996 December 31, 1996
----------------- -----------------
Sales $ 515,000 $720,192
Cost of Goods Sold 128,750 182,362
--------- --------
Gross Profit 386,250 537,830
General & Administrative Expenses 315,000 508,872
--------- --------
Net Profit $ 71,250 $ 28,958
Per share Gain (Loss) $ .06 $ .03
========= ========
Number of shares used to calculate
per share gain (loss) 1,129,053
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The consolidated balance sheet as of December 31, 1996 and the consolidated
statement of operations for the six months ended December 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 December 31, 1996
compared to June 30, 1996. These changes occurred as a result of the sale
Remarkable Office Products, Inc. ("Remarkable").
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.
7
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The sale of Remarkable resulted in an increase of current assets from $328,033
at June 30, 1996 to $483,495 at December 31, 1996 representing an increase of
47% or $155,362. Property, plant and equipment decreased from $35,114 at June
30, 1996 to $0 at December 31, 1996 representing a decrease of 100% or $35,114.
Other assets decreased from $941,817 at June 30, 1996 to $0 at December 31, 1996
representing a decrease of 100% or $941,817. The Company experienced a decrease
in current liabilities from $451,213 at June 30, 1996 to $26,822 at December 31,
1996 representing a decrease of 94% or $424,391. The Company also experienced a
decrease in long-term liabilities from $431,142 at June 30, 1996 to $170,000 at
December 31, 1996 representing a decrease of 61% or $261,142. Redeemable common
stock decreased from $806,250 at June 30, 1996 to $0 at December 31, 1996
representing a decrease of 100% or $806,250. Shareholders' Equity increased from
$(383,641) at June 30, 1996 to $286,593 at December 31, 1996 representing an
increase of 175% or $670,214.
Results of Operations
During the six month period ended December 1, 1996 the Company experienced a net
gain of $33,523 as compared to a net gain of $292,948 for the six months ended
December 31, 1996. The net gain of $335,235 was on sales of $0. Cost of goods
sold was $0 and operational expenses were $19,015. Other income of $354,250 was
from the gain on the sale of the Remarkable subsidiary.
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 provided from operations for the six months ended December 31, 1996 was
$1,431,775. The Company had $37,685 in depreciation and amortization expense
which did not require cash outlay for the six months ended December 31, 1996.
The source of funds from operations was a decrease of other assets of $908,481 a
decrease of inventories of $153,039 and a decrease in accounts receivable of
$128,012.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company filed on February 21, 1996 a complaint against Re-Prod, Inc.
and its stockholder Jacob Lahav in United States District Court for the Southern
District of New York, White Plains, New York Case Number 96 civ. 1274, which
sought 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 purchased from Re-Prod, Inc. 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 did not honor other terms of the acquisition.
On August 29, 1995 the Company purchased, as of July 1, 1995, all of the
issued and outstanding common stock of Success Direct, Inc., a mail order
business products company ("Success"). Mr. Irwin Schneidmill, who owned 41.5% of
Success, became the President and Chief Executive Officer of the Company on
August 1, 1995. Simultaneously with the acquisition of Success, Success
8
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assigned to the Company its agreement to purchase certain business assets from
Re-Prod, Inc., including the name Remarkable Products, and the Company
consummated the transaction with Re-Prod, Inc. The assets purchased from
Re-Prod, Inc. are related to the direct mail industry.
In connection with the acquisition of the certain assets of Re-Prod, Inc.,
Mr. Schneidmill and Mr. John Formicola, a stockholder of the Company, had
personally guaranteed the payment by the Company of a $250,000 promissory note
payable to Re-Prod, Inc., which represents part of the consideration paid by the
Company to acquire the assets of Re-Prod, Inc. This note bares interest at 9%
per annum and is to be paid monthly by the Company in varying amounts by
applying the income received from renting its mailing list on a monthly basis.
On November 20, 1995, the Company contends the principal amount remaining under
the note was $210,127.53.
As part of the consideration for the acquisition, Re-Prod, Inc., also
received 750,000 shares of the restricted common stock of the Company. The
Agreement provided that Mr. Schneidmill would personally guarantee 375,000 of
such 750,000 shares payment of any difference between $393,750 ($1.05 per share)
and the fair market value of the shares on January 1, 1996. The value of the
common stock at February 1, 1996 was approximately $78,750. The Company and Mr.
Schneidmill and Formicola personally, have also executed a "Put Option
Agreement", whereby Re-Prod, Inc. can put these 375,000 shares to the Company as
of January 1, 1996 and demand payment of $393,750. Such demand was made on
January 31, 1996. Furthermore, Mr. Schneidmill and Mr. Formicola guaranteed
payment of the difference between $412,500 and the market value of the remaining
375,000 shares of the Company's common stock held by Re-Prod, Inc. on July 1,
1996. The shares having a guaranteed value at July 1, 1996 are subject to an
identical Put Option Agreement.
The Company, together with Mr. Schneidmill and Mr. Formicola have contended
that the assets purchased form Re-Prod, Inc. were not as represented in the
purchase agreement, and are seeking a renegotiation of the consideration paid
for those assets, including a renegotiation of their personal guarantees. The
Company has agreed to indemnify Mr. Schneidmill and Mr. Formicola against any
liability resulting form these guarantees.
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. The Company and Mr. Schneidmill are vigorously defending these
claims against them and is pursuing its claims against Re-Prod, Inc. and Mr.
Lahav.
On November 15, 1996, parties entered into, and the District Court approved
by order, a Stipulation of Settlement ("Settlement") of all claims and counter
claims. As a condition to entering into the Settlement, prior to its execution,
the Company paid to Re-Prod, Inc. the $6,039.55 balance of an escrow account to
be provided for in the purchase agreement. Under the Settlement, the Company
agreed to pay to Re-Prod, Inc. a balance of the purchase price of $400,000, of
which all but the last installment of $62,500, due on March 1, 1997, has been
paid. The Company must make additional payments to Re-Prod, Inc. on September 1,
1997 of $300,000 plus that amount equal to one half of the excess (if any) of
the closing value of Re-Prod, Inc.'s shares of the Company's common stock (based
upon the mean between the bid/asked price) on September 1, 1997 over $300,000
(payable upon the tender of Re-Prod, Inc,'s certificates). (As a result of its
May 1996 1 for 15 stock split, the Company issued to Re-Prod, Inc., certificates
for 50,004 new shares in exchange for its existing certificate for 750,000
pre-split shares of common stock.) Under the Settlement, the counter claim
against Mr.
9
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Formicola was dismissed, and Mr. John L. Patten, a stockholder of the Company,
was named as an additional guarantor. Mr. Schneidmill and Mr. Patten have
unconditionally guaranteed the prompt and full payment and performance of all of
the Company's obligation under the Settlement.
Under the purchase agreement, the Company granted Re-Prod, Inc. a security
interest in certain of the Company's assets. The Settlement provides that
Re-Prod, Inc. will subordinate its security interest to that of any third party
which lends the Company funds to repay its obligations to Re-Prod, Inc. under
the Settlement. Except as provided above, the rights and obligations of the
parties under the purchase agreement remain unchanged until fully performed. In
the event Re-Prod, Inc. alleges that the Company is in default in making any
payment due or performing any obligation required under the Settlement, Re-Prod,
Inc. will have the right (upon ten days written notice) to apply to the Court
for entry of judgment against the Company, and Messers. Schneidmill and Patten,
jointly and severally, for $1,100,000, less any sums previously paid to Re-Prod,
Inc. under the Settlement if Re-Prod, Inc. certifies to the Court that the
Company is in default and has received notice thereof, and such alleged default
has remained uncured for ten days; the Court can enter judgment against the
Company. Upon full satisfaction by the Company of its obligations under the
Settlement and the Asset Purchase Agreement, Re-Prod, Inc.'s counter claim will
be dismissed with prejudice and the Company and Messers. Formicola and Patten
will be released from all claims under the Re-Prod, Inc. counter claim.
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.
When used in this Annual Report on Form 10-KSB, the words "estimate",
"project", "intend", "expect" and similar expressions are intended to
identify forward-looking statements regarding events and financial
trends which may affect the Company's future operating results and
financial position. Such statements are subject to risks and
uncertainties that could cause the Company's actual results and
financial position to differ materially. Such factors are described in
detail elsewhere. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
10
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ITEM 6. 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.
**10(e) - Purchase Agreement between the Company and Re-Prod 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 V.W. Eimicke, Ltd. each
dated September 6th, 1990.
***10(j) - Indemnity Agreement between the Company and Irwin Schneidmill and J
John Formicola, indemnifying them against liabilities arising from
the acquisition of assets of Re-Prod, Inc.
11
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- Subsidiaries of the Company
***10(k) - Stock Option Certificate and Agreement between the Company and Irwin
Schneidmill dated September 15, 1995.
(b) Reports on Form 8-K - The Registrant since the last quarter filed a
report on Form 8-K dated November 21, 1996. The Form 8-K discusses the
Registrant's sale of its wholly owned subsidiary Remarkable Office
Products, Inc.
* 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.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
CELESTIAL VENTURES CORPORATION
By: /s/ IRWIN SCHNEIDMILL
Irwin Schneidmill
President, Chief Executive, and
Financial Officer and a Director
Dated: April 4, 1997
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 33,395
<SECURITIES> 0
<RECEIVABLES> 450,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 483,395
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 483,395
<CURRENT-LIABILITIES> 26,822
<BONDS> 0
0
276
<COMMON> 1,076
<OTHER-SE> 285,221
<TOTAL-LIABILITY-AND-EQUITY> 483,395
<SALES> 205,192
<TOTAL-REVENUES> 205,192
<CGS> 53,612
<TOTAL-COSTS> 53,612
<OTHER-EXPENSES> 212,882
<LOSS-PROVISION> (61,302)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 354,250
<CHANGES> 0
<NET-INCOME> 292,948
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
