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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 31, 1995
Celestial Ventures Corporation
Exact name of registrant as specified in charter
Nevada 33-12613 NY 22-2841206
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
382 Route 59, Section 310, Monsey, New York 10952
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (914) 369-0132
Former Address: 345 Kinderkamack Road, Suite F, Westwood, New Jersey 07009
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Acquisition or Disposition of Assets.
On August 31, 1995, the Registrant sold its Valve Division to Turkey
DeLite International, Inc.("Turkey DeLite" or "Purchaser") (d/b/a/ Atco
Corporation), effective May 1, 1995. The Valve Division is comprised of three
of the Registrant's wholly-owned subsidiaries, i.e. Valves International, Inc.,
Central Valve Services, Inc. and Alloy Valve International, Inc. The assets of
the Valve Division included real property, equipment, inventory and accounts
receivable. The consideration paid to the Registrant was as follows: 1,000,000
shares of restricted common stock of the Purchaser which shares were warranted
to have a value of $1,000,000 on a date two years from the effective date; an
additional 300,000 shares of restricted common stock of the Purchaser as to
which the Registrant can cause said shares to be registered for public sale;
$150,000 after certain conditions have been met; an additional $50,000 in four
equal, quarterly installments, with eight percent interest, the first
installment due 30 days after the payment of the aforementioned $150,000. In
addition, an additional 350,000 shares of the Purchaser's common stock will be
held in escrow pending the payment of certain debts of the subsidiaries by the
Purchaser which is the guarantor of the debts. The principles followed by the
parties in determining the consideration were as follows: the Valve Division
was valued at book value, and the Purchaser's shares were valued at anticipated
market value. An officer and director of the Purchaser was also formerly the
Chairman of the Board of Directors of the Registrant, but resigned effective
August 1, 1995.
On August 31, 1995, the Registrant, effective May 1, 1995, also sold
its wholly-owned subsidiary, Gulf Coast Powder Coatings, Inc. to the Purchaser.
Gulf Coast Powder coatings, Inc. is in the business of powder coating, which is
a paint alternative. The assets of this subsidiary included equipment,
inventory and accounts receivable. The consideration paid to the Registrant is
as follows: 250,000 shares of restricted common stock of the Purchaser which
shares are warranted to have a value of $250,000 two years form the effective
date; and an eight percent, five year promissory note in the principal amount
of $150,000. The principles followed by the parties in determining the
consideration were as follows: the subsidiary was valued at book value, and the
Purchaser's shares were valued at anticipated market value. An officer and
director of the Purchaser is also the Chairman of the Board of Directors of the
Registrant.
On August 31, 1995, the Registrant, effective July 1, 1995, purchased
as a wholly-owned subsidiary, Success Direct, Inc. Success Direct, Inc. is in
the business of "business to business" direct mail marketing. Its assets
included, among other assets, its contract to purchase certain assets of
Re-Prod, Inc. (t/a Remarkable Products) (the "Assigned Contract"). Re-Prod,
Inc. is also in the business of "business to business" direct mail marketing.
Accordingly, the Registrant acquired as a result of this transaction, and the
completion of the Assigned Contract, the following assets: accounts receivable,
inventory, customer lists, a trademark, equipment, telephone numbers and
intellectual
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property. Said assets will continue to be used by the Registrant in connection
with the Registrant's ongoing business operations. The consideration paid by the
Registrant to complete the transactions is as follows: $315,000 in cash,
assumption of $600,000 in debt, 1,750,000 shares of the common stock of the
Registrant and their subsequent registration to permit their public resale. The
principle followed by the parties in determining the consideration is that of
market value. The transaction was conducted in the manner of an arms length
transaction. A principal shareholder of Success Direct, Inc. was elected the
President and a Director of the Registrant on August 1, 1995. The cash portion
of the consideration paid was derived from a private placement of the
Registrant's securities.
Item 8. Change in Fiscal Year.
On August 31, 1995, the management of the Registrant determined to
change its fiscal year end to June 30, 1995. The form on which the report
covering the transition period will be filed will be the June 30, 1995 Form
10-K.
EXHIBITS
Financial Statement and Exhibits
* (a) Audited Financial Statement of business acquired for the nine
month period ended June 30, 1995.
(b) Exhibits
* 28.1 Purchase Agreement among the Registrant, Gulf Coast Powder
Coating, Inc., and Atco Corporation.
* 28.2 Purchase Agreement among the Registrant, Valves International,
Inc., Central Valve Services, Inc., Alloy Valve International,
Inc., and Atco Corporation.
* 28.3 Purchase Agreement among Success Direct, Inc., Irwin
Schneidmill, Performance Capital Corporation, Martin Ewenstein,
Brian Ugles, John Ecke, Cathy Santo and the Registrant.
* 28.4 Assignment of Contract between Registrant and Success Direct,
Inc.
* 28.5 The assigned contract referred to in Exhibit 28.4. above.
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* Incorporated by reference to the Registrant's Amendment No. 1 to Form 8-K/A
dated August 31, 1995.
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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
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(Registrant)
Dated: April 4, 1997 By: /s/ Irwin Schneidmill
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Irwin Schneidmill, President
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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.
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Celestial Ventures Corporation
Dated: April 4, 1997 By:
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Irwin Schneidmill, President
