<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
33-12613-NY
CUSIP NUMBER
22-2814206
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31,1997
---------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:__________________________________________
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: ALL
------------------------------
PART I - REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
CELESTIAL VENTURES CORPORATION
- - -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
382 Route 59, Section #310, Monsey, New York 10952
- - -------------------------------------------------------------------------------
City, State and Zip Code
<PAGE>
Part II - Rules 12b-25 (b) and (c)
[X] (a) The reasons described in detail in Part III of this Form could not be
eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; and subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25 (c)
has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
As a result of unexpected delays in gathering the data necessary to
finalize the Registrant's Form 10-QSB, the report could not be timely filed
without unreasonable effort or expense. The Registrant's personnel primarily
responsible for the preparation of the Report did not have adequate time to
prepare the report largely due to other necessary business commitments
including the amendments of several of the Registrant's prior filings.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Irwin Schneidmill (914) 369-0132
- - -------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
<PAGE>
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See attached Rider.
CELESTIAL VENTURES CORPORATION
- - -------------------------------------------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereto duly authorized
Date May 15, 1997 By /s/Irwin Schneidmill
---------------------- -------------------------------
Irwin Schneidmill, President
INSTRUCTION: The form may be signed by an executive officer of the Registrant
or by any other duly authorized representative. The name and title of the
person signing this form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the Registrant by an authorized
representative [other than an executive officer], evidence of the
representative's authority to sign on behalf of the Registrant shall be filed
with the form.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
Criminal Violation [See 18 U.S.C. 1001]
<PAGE>
CELESTIAL VENTURES CORPORATION
RIDER TO FORM 12b-25
PART IV - OTHER INFORMATION
(3) Effective October 1, 1996 the Registrant sold it's wholly owned
subsidiary, Remarkable Office Products, Inc. This sale, detailed in Form 8-K
dated November 21, 1996, resulted in a substantial change in the Registrant's
earnings for the quarter ended March 31, 1997.
