<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1995.
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 October 3, 1995:
12,385,878.
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
<TABLE>
<CAPTION>
September 30,
1995
-----------
<S> <C>
Assets
Current Assets
Cash and Cash Equivalents $ 83
Accounts Receivable 137,479
List Rental Receivable 31,713
Inventory 255,781
Prepaid Expenses and Sundry Receivables 241,039
-----------
Total Current Assets 666,095
-----------
Property, Plant and Equipment 32,440
Less: Accumulated Depreciation (4,360)
-----------
Net Property, Plant and Equipment 28,080
-----------
Other Assets
Intangible Assets (Net) 983,333
Security Deposits 3,356
-----------
Total Other Assets 986,689
-----------
Total Assets $ 1,680,864
===========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
2
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30,
1995
-----------
<S> <C>
Liabilities and Shareholders' Equity (Deficit)
Current Liabilities
Accounts Payable $ 132,012
Accrued Expenses and Sundry Liabilities 42,189
Notes Payable 573,502
-----------
Total Current Liabilities 747,703
-----------
Long-Term Liabilities
Notes Payable 98,201
Loan Payable Officer 36,629
Net liabilities of discontinued operations 278,540
-----------
Total Long-Term Liabilities 413,370
-----------
Total Liabilities 1,161,073
-----------
Redeemable Common Stock 768,750
Shareholders Equity:
Preferred Stock 278
Common Stock 11,636
Additional Paid-In-Capital 4,515,041
Accumulated Deficit (4,775,914)
-----------
Total Shareholders' Equity (Deficit) (248,959)
-----------
Total Liabilities and Shareholders' Equity (Deficit) $ 1,680,864
===========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
3
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
<TABLE>
<CAPTION>
September 30, September 30,
1995 1994
--------- -----------
<S> <C> <C>
Revenues
Sales $ 215,758 $ --
--------- -----------
Cost of Sales 32,980 --
--------- -----------
Gross Profit 182,778 --
Operating Expenses
General and Administrative Expenses 207,889 --
--------- -----------
Net (Loss) Before Other Income (Deductions) (25,111) --
--------- -----------
Other Income (Deductions)
Interest Expense (18,750)
Interest Income 9,293 --
Forgiveness of Debt 9,000 --
--------- -----------
Total Other Income (Deductions) 18,293 --
--------- -----------
Discontinued operations
(Loss) from operations of discontinued
subsidiaries - net of taxes -- $ (369,522)
-----------
Net (Loss) $ (25,568) --
=========
Net (Loss) Per Share $ (.01) $ (.06)
========= ===========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
4
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
<TABLE>
<CAPTION>
September 30,
1995
-----------
<S> <C>
Cash Flows from Operating Activities
Net (Loss) $ (25,568)
-----------
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 4,360
Amortization 16,667
Interest on redeemable common stock 18,750
Changes in assets and liabilities:
Decrease (increase) in:
Accounts receivable (62,192)
Inventories (47,781)
Prepaid expenses (241,039)
Security Deposits 25,854
Increase (decrease) in:
Accounts payable 77,490
Accrued expenses and sundry liabilities 42,189
-----------
Total adjustments (165,702)
-----------
Net cash used in operating activities (191,270)
Cash Flows From Investing Activities:
Purchase of property & equipment (32,440)
Deficit of acquired company (283,000)
Purchase of assets from Re-Prod Inc (1,315,000)
-----------
Net cash used in investing activities (1,630,500)
Cash Flows From Financing Activities:
Proceeds from loans 458,332
Financing of purchase of Re-Prod Inc assets:
Note Payable 250,000
Redeemable common stock 750,000
Redemption of preferred stock (611)
Issuance of common stock 360,570
-----------
Net cash provided by financing activities 1,818,291
Net increase (decrease) in cash (3,479)
Cash and cash equivalents beginning of period $ 3,562
-----------
Cash and cash equivalents end of period $ 83
===========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
5
<PAGE>
CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
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:
1. 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 month period ended September 30, 1995 is not necessarily
indicative of the results that may be expected for the year
ended June 30, 1995. 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, 1995.
2. The books and records are maintained on the accrual method of
accounting.
3. Inventories:
Inventories are stated at the lower of cost (first-in,
first-out basis), or market.
4. Investments are accounted for using the equity method of
accounting.
5. Property and Equipment:
Property and equipment are stated at cost less accumulated
depreciation and amortization. The Company has depreciated and
amortized its property and equipment primarily by the
straight-line method over the estimated economic life of the
assets for financial reporting purposes.
6. Intangible Assets:
Intangible Assets are capitalized and are being amortized
using the straight-line method over 15 years.
7. The consolidated financial statements include accounts of its
wholly-owned subsidiaries. All material intercompany
transactions have been eliminated.
8. 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.
6
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As of September 30, 1995, no allowance for doubtful
accounts has been provided and all known bad debts have
been written off.
NOTE C: Inventories:
Inventories at September 30, 1995 are made up of finished
goods, in the Company's warehouse.
NOTE D: Property and Equipment:
Major classifications of property and equipment and their
respective lives are summarized below:
September 30, Depreciable
1995 Lives
---- -----
Equipment $31,010 7-10 years
Furniture & fixtures 1,430 5 years
-------
Total 32,440
Accumulated depreciation 4,360
-------
$28,080
=======
Depreciation expense totaled $1,622 for the three months
ended September 30, 1995.
NOTE E: Intangible Assets:
Intangible assets are made up of the following:
September 30, Amortizable
1995 Lives
---- -----
Customer list 850,000 15 years
Trademarks 100,000 15 years
Telephone numbers 50,000 15 years
----------
Total $1,000,000
Accumulated amortization 16,667
----------
Net Intangible assets $983,333
==========
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 International, Inc. ("Turkey
DeLite") for $1,900,000 in cash, promissory notes, and
common stock accounting for 34% of the issued and
outstanding stock of Turkey DeLite. Pursuant to the
purchase agreement, 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 and
additional 300,000 shares of restricted common stock of
Turkey DeLite wherein the Company can cause said shares to
be registered for public sale after one year from the
effective date; an additional $200,000, of which $150,000
is represented by a short term note 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's common stock will be
held in escrow pending the payment of certain debts of the
subsidiaries by Turkey DeLite which 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's
7
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shares were valued at the then current market value. The
Company is required to account for its investment in
Turkey DeLite using the equity method of accounting. The
Company is required to adjust its investment in Turkey
DeLite by 34% of the Income or Losses from the date of
acquisition. As of September 30, 1995 the Company has not
received complete financial data for Turkey DeLite and
upon receipt of Turkey DeLite's financial information, the
adjustment is not expected to have a material impact on
these financial statements. (Notwithstanding the Company's
reasonable requests for current financial information, it
has not been able to obtain this information from the
management of Turkey Delite, which is not affiliated with
the Company or within its control.)
Turkey DeLite has represented to the Company that the
market for Turkey DeLite's common stock is thinly traded
and its market is maintained by one market maker. As of
the date of acquisition, Turkey DeLite has represented to
the Company that the market value of the 1,550,000 shares
of Turkey DeLite was valued at $1 per share. Currently,
the Company's largest asset is its shareholdings in Turkey
DeLite.
A stockholder and former CEO of the Company is the current
CEO and stockholder in Turkey DeLite.
NOTE G: Effective July 1, 1995, Company consummated a business
combination with Success Direct, Inc. which was accounted
for as a reverse acquisition. (A reverse acquisition is
equivalent to the issuance of stock by Success Direct,
Inc. for the net monetary assets of the Company
accompanied by a recapitalization. The accounting is
similar to that of a pooling of interests, in that the
historical cost basis of the purchased entity is used and
no goodwill is recorded.) The acquisition consisted of the
Company's issuance of 66,667 shares of restricted common
stock (with a par value of $.001), in exchange for the
outstanding shares of Success Direct, Inc. Success's
results from operations have been included in the
Company's consolidated financial statements from the date
of acquisition.
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 $ 28,562 $ 65,891
Property and Equipment - Net - 24,681
Other Assets 4,210 5,992
-------- -------
Total Assets 32,772 96,564
-------- -------
Current Liabilities 54,552 110,808
Long-Term liabilities 278,540 268,816
------- -------
Total Liabilities 333,062 379,624
------- -------
Total Assets and Liabilities $(300,290) $(283,060)
========= =========
Pro Forma Information as if Success Acquisition occurred
July 1, 1994.
The following unaudited pro forma information is presented
for the acquisition of Success as if the acquisition had
occurred on July 1, 1994. The operating results for the
period July 1, 1995 to September 30, 1995 are included in
the Company's historical consolidated statement of
operations for the three months ended September 30, 1995.
The pro forma information does not purport to be
indicative of the results that would have been attained if
the operations had actually been combined during the
8
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periods presented and is not necessarily indicative of
operating results to be expected in the future.
Three months ended
September 30, 1995
------------------
Total Revenues $215,758
Net gain (loss) $(25,568)
Pro forma gain (loss) per share $(.01)
Shares used in computing pro 12,385,878
forma net gain (loss) per share
NOTE H: In connection with the acquisition of Success Direct, Inc.
above, the Company was assigned a contract to purchase
certain assets of Re-Prod, Inc. This acquisition,
effective July 1, 1995, was accounted for as a purchase.
The purchase price of $1,315,000 was allocated among the
assets as follows:
Accounts Receivable $107,000
Inventory 208,000
Customer List 850,000
Trademarks 100,000
Telephone Numbers 50,000
----------
$1,315,000
The intangibles (customer list, trademarks, and telephone
numbers) will be amortized over their estimated useful
lives of 15 years.
The purchase price was paid as follows:
Cash $315,000
Note Payable 250,000
Redeemable Common Stock 750,000
----------
$1,315,000
The note bears interest, payable monthly, at 9% per annum
on the unpaid balance. Monthly payments of principal are
also required, equaling the greater of net list rental
income or $10,000. Two of the Company's shareholders
personally guaranteed the payment of this note.
The Company issued 750,000 shares of stock (pre-reverse
split; or 50,000 shares, post-split) valued at $1.00 per
share. The Company guaranteed, through the issuance of put
options, the value of 375,000 shares (25,000 shares
post-split) of the common stock to be $1.05 per share by
January 1, 1996 and the value of the remaining 375,000
shares of the common stock to be $1.10 per share by July
1, 1996.
NOTE I: Notes receivable:
The Company took back two notes and common stock as
consideration for the sale of the Company's wholly-owned
subsidiaries to Turkey DeLite. See Note F, "Investments".
The sales price consisted of a combination of 1,550,000
shares of common stock of Turkey DeLite, issuance of a
$150,000 promissory note, and the payment of $200,000
contingent upon the successful completion of a stock
offering by Turkey DeLite.
9
<PAGE>
The note payable represents the renegotiated balance due
to R.M. Engineering on a note related to the acquisition
of USPC's equipment. The note bears interest at 4%, and is
secured by the equipment.
NOTE J: Note Payable-Short Term
The Company has an unsecured note payable in the original
amount of $250,000, with interest payable at 10% per
annum, payable in minimum monthly installments of $10,000
per month due December 31, 1999. As of September 30, 1995,
the outstanding balance due on the note is $229,488.
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. $170,100
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. 22,115
--------
Total 612,215
Less: Current maturities 344,014
--------
Total long-term Debt $268,201
========
The debt matures after September 30, 1995 and is due as
follows:
1997 $250,000
1998-after 118,201
--------
$268,201
========
NOTE L: Related Party Transactions:
The Company has a 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 September 30, 1995 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 September 30, 1995 is
deemed adequate for these and other items which are not
considered probable of realization.
10
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NOTE N: Commitments and Contingencies:
Commitments:
The Company conducts its operations from facilities that
are leased by its wholly owned subsidiary, Success Direct,
Inc., 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
September 30, 1995 are:
Years ended Operating
September 30, Lease
------------- -----
1996 $18,828
1997 15,414
1998 12,000
-------
$46,242
=======
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 10,752,545 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. In 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.
11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The consolidated balance sheet as of September 30, 1995 and the consolidated
statement of operations for the three months ended September 30, 1995 and 1994
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 September 30, 1995
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"), effective July 1, 1995. Prior to the acquisition of Success and
the assets of Re-Prod, the Company had no operating business since the
disposition of its valve company businesses, effective May 1, 1995.
The purchase of Success and certain assets of Re-Prod resulted in an increase
of current assets from $28,562 at June 30, 1995 to $666,095 at September 30,
1995 representing an increase of 2,212% or $637,533. Property, plant and
equipment was increased from $0 at June 30, 1995 to $28,080 at September 30,
1995 representing a decrease of 100% or $28,080. Other assets increased from
$4,210 at June 30, 1995 to $986,689 at September 30, 1995 representing an
increase of 23,337% or $982,479. The Company experienced an increase in current
liabilities from $54,522 at June 30, 1995 to $747,703 at September 30, 1995,
representing an increase of 1,271% or $693,181. The Company also experienced an
increase in long-term liabilities from $278,540 at June 30, 1995 to $413,370 at
September 30, 1995 representing an increase of 48% or $134,830. Shareholders
Equity increased from $(300,290) at June 30, 1995 to ($248,956) representing a
decrease of 17% or $51,334.
Results of Operations
During the three month period ended September 30, 1995 the Company experienced
a net loss of ($25,568) as compared to a net loss of ($369,522) for the three
months ended September 30, 1994. The net loss of ($25,568) was on sales of
$215,758. Cost of goods sold was $32,980 and operational expenses were
$207,889. Other income of $18,293 was comprised of interest of $9,293 and
forgiveness of debt of $9,000.
Prior to the acquisition of Success and the assets of Re-Prod, the Company had
had no operating business since the disposition of its valve and powder coating
company businesses. (During this period, its remaining powder coating
subsidiary was inactive effective May 1, 1995.) As a result of the acquisition
of Success and certain assets of Re-Prod, effective July 1, 1995, the Company's
principal operating activity has been the direct marketing of "business to
business" office products.
Effect of Inflation
The impact of inflation on the Company's financial condition and results of
operations has not been significant.
12
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Liquidity and Capital Resources
Cash used in operations for the three months ended September 30, 1995 was
$191,270. The Company had $21,027 in depreciation and amortization expense
which did not require cash outlay for the three months ended September 30,
1995.
The major use of funds in operations was an increase of prepaid expenses of
$227,670, an increase of inventories of $207,564, and an increase in accounts
receivable of $164,887.
During the three months ended September 30, 1995 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 to obtain an
option to purchase Nexim Corp.
Upon the acquisition of Success, the Company assumed $250,000 of Success's
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.
The Company intends to satisfy its short term liquidity needs primarily through
operating revenue and borrowing funds from private investors in exchange for
promissory notes and warrants to purchase common stock at the market price on
the day the warrants are granted. One of the Company's principal products are
laminated federal law posters, which include the Federal Minimum Wage poster.
With recent change in the Federal Minimum Wage, the Company anticipates
considerable increases in sales which will fund its long term liquidity needs.
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.
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.
ITEM 2. CHANGES IN SECURITIES.
None.
13
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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.
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 Turkey DeLite
International, Inc. ("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
14
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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 6, 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.
*** 10(k) - Stock Option Certificate and Agreement between the
Company and Irwin Schneidmill dated September 15,
1995.
- 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
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
