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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):
[X] Form 10-K and Form 10-KSB [] Form 20-F [] Form 11-K [] Form 10-Q and
Form 10-QSB [] Form N-SAR
For Period Ended: June 30, 1997
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[] 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:
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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
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PART I - REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
CELESTIAL VENTURES CORPORATION
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Address of Principal Executive Office (Street and Number)
382 Route 59, Section #310, Monsey, New York 10952
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City, State and Zip Code
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Part II - Rules 12b-25 (b) and (c)
[ ] (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
[ X ] (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.
The Independent Auditors, Raich Ende Malter Lerner & Co. have advised
the Company in the 2 ( c ) attachment hereto that additional time is required to
complete the annual audit. It is expected that the Form 10-KSB will be filed
before the fifteenth calendar day following the prescribed due date.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Irwin Schneidmill (914) 369-0132
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(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
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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
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereto duly authorized
Date September 29, 1997 By /s/ Irwin Schneidmill
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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]
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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 and the Form 10-QSB for the quarter ended December 31,
1996 resulted in a substantial change in the Registrant's earnings for the year
June 30, 1997.
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EXHIBIT II-C
RAICH ENDE MALTER LERNER & CO.
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Certified Public Accountants
September 29, 1997
Mr. Irwin Schneidmill
Celestial Ventures Corporation
382 Route 59
Section #310
Monsey, New York 10952
Dear Mr. Schneidmill:
This is to notify you that we will not be able to complete the audit of
Celestial Ventures Corporation by the due date for filing Form 10-KSB without
unreasonable effort or expense. We expect to complete our procedures and issue
our audit report within 15 days.
Sincerely,
RAICH ENDE MALTER LERNER & CO.
Ellis A. Ende
