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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: December 31, 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 January 3, 1996:
14,185,878.
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 Sheets
December 31,
1995
------------
Assets
Current Assets
Cash and Cash Equivalents $ 187
Accounts Receivable 251,745
List Rental Receivable 52,653
Inventory 224,379
Prepaid Expenses and Sundry Receivables 197,458
----------
Total Current Assets 726,422
----------
Property, Plant and Equipment 43,876
Less: Accumulated Depreciation 6,053
----------
Net Property, Plant and Equipment 37,823
----------
Other Assets
Intangible Assets (Net) 966,666
Security Deposits 5,235
----------
Total Other Assets 971,901
----------
Total Assets $1,736,146
==========
See Accompanying Notes to Condensed Consolidated Financial Statements
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CELESTIAL VENTURES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
December 31,
1995
------------
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $ 159,977
Accrued Expenses and Sundry Liabilities 57,685
Notes Payable 572,848
-----------
Total Current Liabilities 790,510
-----------
Long-Term Liabilities
Notes Payable 97,021
Loan Payable Officer 21,000
Net Liabilities of Discontinued Operations 278,540
-----------
Total Long-Term Liabilities 396,561
-----------
Total Liabilities 1,187,071
-----------
Redeemable Common Stock 787,500
-----------
Shareholders' Equity
Shareholders Equity:
Preferred Stock 278
Common Stock 13,436
Additional Paid-In-Capital 4,519,491
Accumulated Deficit (4,771,630)
-----------
Total Shareholders' Equity (238,425)
-----------
Total Liabilities and Shareholders' Equity $ 1,736,146
===========
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,
1995 1994
-------- -----------
Revenues
Sales $682,793 $ --
-------- -----------
Cost of Sales 162,344 --
-------- -----------
Gross Profit 520,449 --
Operating Expenses
General and Administrative Expenses 529,526 --
-------- -----------
Net (Loss) Before Other Income (Deductions) (9,077) --
-------- -----------
Other Income (Deductions)
Interest Expense (37,500) --
Interest Income 16,293 --
Forgiveness of Debt 9,000 --
-------- -----------
Total Other Income (Deductions) (12,207) --
-------- -----------
Discontinued Operations
(Loss) from operations of
discontinued subsidiaries-net of taxes -- $(1,322,032)
===========
Net (Loss) $(21,284)
========
Net Income (Loss) Per Share $ (.01) $ (.16)
======== ===========
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,
1995 1994
-------- ---------
Revenues
Sales $467,035 $ --
-------- ---------
Cost of Sales 129,364 --
-------- ---------
Gross Profit 337,671 --
Operating Expenses
General and Administrative Expenses 321,637 --
-------- ---------
Net Profit (Loss) Before
Other Income (Deductions) 16,034 --
-------- ---------
Other Income (Deductions)
Interest Expense (37,500)
Interest Income 7,000
--------
Total Other Income (Deductions) (30,500) --
-------- ---------
Discontinued Operations
(Loss) from operations of
discontinued subsidiaries-net of taxes -- $(952,510)
=========
Net (Loss) $(14,466)
========
Net Profit or (Loss) Per Share $ (.02) $ (.12)
======== =========
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, 1995
Cash Flows from Operating Activities
Net Loss $ (21,284)
-----------
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 6,053
Amortization 33,334
Interest on redeemable common stock 37,500
Changes in assets and liabilities:
Decrease (increase) in:
Accounts receivable (197,398)
Inventories (16,379)
Prepaid expenses (197,458)
Deposits 23,975
Increase (decrease) in:
Accounts payable 105,455
Accrued expenses and sundry liabilities 57,685
-----------
Total adjustments (147,233)
-----------
Net cash used in operating activities (168,517)
Cash Flows From Investing Activities:
Purchase of property & equipment (43,876)
Deficit of acquired company (283,060)
Purchase of assets from Re-Prod Inc (1,315,000)
-----------
Net cash used in investing activities (1,164,936)
Cash Flows From Financing Activities:
Proceeds from loans-net of payments 419,869
Financing of purchase of Re-Prod assets:
Note Payable (250,000)
Redeemable common stock 750,000
Proceeds from officer 21,000
Redemption of preferred stock (611)
Issuance of common stock 366,820
-----------
Net cash provided by financing activities 1,807,070
Net increase (decrease) in cash (3,375)
Cash beginning of period 3,562
-----------
Cash end of period $ 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, 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- and six-month periods ended December 31, 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.
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As of December 31, 1995, no allowance for doubtful accounts has been
provided and all known bad debts have been written off.
NOTE C: Inventories:
Inventories at December 31, 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:
December 31 Depreciable
1995 Lives
----------- -----------
Equipment $40,253 7-10 years
Furniture & fixtures 3,623 5 years
Total 43,876
-------
Accumulated depreciation 6,053
-------
37,823
-------
Depreciation expense totaled $3,308 for the six months ended December
31, 1995.
NOTE E: Intangible Assets:
Intangible assets are made up of the following:
December 31 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 33,333
----------
Net Intangible assets $ 966,667
----------
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
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NOTE F: Investment (Continued):
were valued at book value and Turkey DeLite's shares were valued at 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
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have been attained if the operations had actually been combined during
the 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 the Purchaser, 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. The
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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 installment of $10,000 per month, due December 31, 1999. As of
December 31, 1995 the outstanding balance due on the note is $201,703.
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 $197,000
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 21,165
--------
Total 638,165
Less: Current maturities 371,144
--------
Total long-term Debt $267,021
--------
The debt matures after December 31, 1996 is due as follows:
1997 $250,000
1998-after 17,021
--------
$267,021
========
NOTE L: Related Party Transactions:
The Company has a loan payable to one of the officers in the amount of
$21,000 payable on demand with interest payable at a rate of 6%. At
December 31, 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 December 31, 1995 is deemed adequate
for these and other items which are not considered probable of
realization.
NOTE N: Commitment and Contingencies
Commitments:
The Company conducts its operation from facilities that are leased under
a four year lease ending December 30, 1998. The lease calls for monthly
rent payments starting in
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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 December 31, 1995
are:
Years ended Operating
December 31, 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 12,169,211 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The consolidated balance sheet as of December 31, 1995 and the consolidated
statement of operations for the six months ended December 31, 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 December 31, 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"). Prior to the acquisition of Success and the assets of Re-Prod, the
Company had no operating business since the disposition of its valve and powder
coating 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 $726,422 at December 31, 1995
representing an increase of 2,443% or $697,860. Property, plant and equipment
has increased from $0 at June 30, 1995 to $37,823 at December 31, 1995
representing a decrease of 100% or $37,823. Other assets increased from $4,210
at June 30, 1995 to $971,901 at December 31, 1995 representing an increase of
22,986% or $967,691. The Company experienced an increase in current liabilities
from $54,522 at June 30, 1995 to $790,510 at December 31, 1995 representing an
increase of 1350% or $735,988. The Company also experienced an increase in
long-term liabilities from $278,540 at June 30, 1995 to $396,561 at December 31,
1995 representing an increase of 42% or $118,021. Shareholders Equity increased
from $(300,290) at June 30, 1995 to $(238,425) at December 31, 1995 representing
an increase of 21% or $61,865.
Results of Operations
During the six month period ended December 31, 1995 the Company experienced a
net loss of $21,284 as compared to a net loss of ($1,322,032) for the six months
ended December 31, 1994. The net loss of $21,284 was on sales of $682,793. Cost
of goods sold was $162,344 and operational expenses were $529,526. Other income
of $25,293 was comprised of interest of $16,293 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.
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Liquidity and Capital Resources
Cash used in operations for the six months ended December 31, 1995 was $506,615.
The Company had $36,648 in depreciation and amortization expense which did not
require cash outlay for the six months ended December 31, 1995.
The major use of funds in operations was an increase of prepaid expenses of
$184,089, an increase of inventories of $176,162 and an increase in accounts
receivable of $300,093.
During the six months ended December 31, 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 for the 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.
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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.
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**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 Reprod, 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 Eimicke, Ltd. each
dated September 6th, 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 ended December 31, 1995.
* 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.
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<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
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