CELESTIAL VENTURES CORP
NT 10-K, 1998-09-14
MISCELLANEOUS FABRICATED METAL PRODUCTS
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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, 1998 
                          -----------------------------------------------------
         [] 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



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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.

         The individuals responsible for the filing of Form 10-K have been
unduly burdened with other demanding business issues.


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?

                                                    [  ] Yes            [X ] No
         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.

<PAGE>

                         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  September 11, 1998                 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]






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