SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2000
UNITED VENTURES GROUP, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter Post-Merger)
ADVANCED CEILING SUPPLIES CORP.
-------------------------------
(Prior name of corporation pre-merger)
<TABLE>
<CAPTION>
<S> <C> <C>
Colorado 0-27773 84-1516192
------------------------ ----------- ------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation pre-merger) File No.) Identification No. pre-merger)
Delaware 65-0675444
------------------------ -------------
(State or Other Jurisdiction of (IRS Employer
Incorporation post-merger) Identification No. post-merger)
</TABLE>
131 West 35th Street, New York, NY 10001
--------------------------------------------------------------------------------
(Address of principal executive office (Zip Code)
Registrant's telephone number, including area code (212) 736-0880
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
---------------------------------
On April 7, 2000, the Registrant completed a merger with United
Ventures Group, Inc. ("UVGI"). The transaction was consummated pursuant to a
Share Purchase Agreement (the "Agreement") that was entered into by and among
United Ventures Group, Inc., a Delaware corporation, Advanced Ceiling Supplies
Corp., a Colorado corporation (the "Registrant"), and certain shareholders of
Advanced Ceiling Supplies Corp. on April 3, 2000. Pursuant to the Agreement,
UVGI acquired 660 shares of common stock of the Registrant for $163.69 per
share, which constituted 98.2% of the issued and outstanding common stock of the
Registrant. UVGI purchased the remaining 12 shares of common stock of the
Registrant at $163.69 per share from certain other shareholders of the
Registrant pursuant to various Sale Agreements dated April 6, 2000. The
Registrant was subsequently merged with and into UVGI and the Registrant's name
was changed to United Ventures Group, Inc. The source of cash consideration for
the merger was from working capital of UVGI.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
-------------------------------------
Upon the consummation of the transaction described in Item 1, the
Registrant acquired the business and operations of UVGI. UVGI was incorporated
in May 1996 under the name Travelnet International, Corp. UVGI manufactures,
designs and distributes a wide assortment of 14 karat gold earrings, charms,
bracelets and rings in the United States, some of which are accented with
colored gem stones. UVGI offers its customers a large selection of jewelry
styles, consistent product quality and prompt delivery of product orders. Its
customers include mass merchandisers such as JC Penny and Sears, discount
stores, home shopping networks such as QVC, warehouse clubs such as Jan Bell and
jewelry wholesalers and distributors. In fiscal 1997 and 1998, UVGI generated
sales from approximately 100 customers. Its five largest customers, on an
aggregated basis, accounted for approximately 60% and 53% of net sales,
respectively. UVGI currently offers over 1000 styles of gold charms, earrings,
bracelets and rings, with the majority of its products retailing between $50 and
$300. Its products are intended to appeal to consumers who are value conscious
as well as fashion conscious.
UVGI maintains an in-house design staff to create new designs for its
products and to work closely with its senior officers and marketing personnel to
develop new products meeting the needs of its customers. UVGI updates its
product catalogue each year by adding new designs and eliminating less popular
styles.
Substantially all of its jewelry is manufactured by UVGI at its plant
in New York City. UVGI believes it has appropriate equipment and facilities at
its plant for gold casting, gold stamping and tool manufacturing and, therefore,
the ability to finish the production of a product
<PAGE>
commencing with its design in under four weeks. This enables it to rapidly
produce customer samples embodying new fashion trends.
UVGI markets and sells its jewelry primarily through its in-house sales
force from its showroom in its New York City facility, through direct
presentations at customer's locations and through the use of catalogues and
trade show exhibitions.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
None.
ITEM 6. RESIGNATION AND APPOINTMENT OF DIRECTORS
The following directors of the Registrant were appointed simultaneously
with the consummation of the transaction described in Item 1 herein.
Isaac Nussen became a director of the Registrant on April 7, 2000. He
has served as President, CEO and a director of UVGI since November 1998. Since
1993 he also served in the same positions for Jarnow Corporation, a subsidiary
of UVGI. He is responsible for the marketing and sales of the Registrant. Mr.
Nussen served as an executive officer other jewelry manufacturing companies for
over 25 years.
George Weisz (a.k.a. Ghidale Weisz) became a director of the Registrant
on April 7, 2000. George Weisz has served as Chief Operating Officer, Vice
President and Secretary of UVGI since November 1998. Since 1993 he also served
in the same positions for Jarnow Corporation. He is responsible for day to day
operations the Registrant, including development and manufacturing. Mr. Weisz
served as an executive officer of other jewelry manufacturing companies for over
25 years.
<PAGE>
Eric J. Rothschild became a director of the Registrant on April 7,
2000. He previously served as a director of UVGI since November 1998. For the
past five years, and prior thereto, he has been a self-employed physician and a
member of Orangeburg Orthopedic Associates.
Israel Braun became a director of the Registrant on April 7, 2000. He
previously served as a director of UVGI since November 1998. Since 1990, he has
served as the President of American Computer Forms, Inc., a distributor of
stationery and computer paper.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
FINANCIALS:
7(a) Report of Independent Auditors
Consolidated Balance Sheet of the Company
for the year ended December 31, 1999.
Consolidated Statement of Operations for
years ended December 31, 1998 and 1999.
Consolidated Statements of Cash Flows for
years ended December 31, 1998 and 1999.
Notes to these financial statements.
7(b) Pro Forma Financial Data Introduction
Unaudited Pro Forma Consolidated Balance
Sheet as of March 31, 2000.
Unaudited Pro Forma Consolidated Statement
of Operations as of March 31, 2000.
Notes to these Financial Statements.
<PAGE>
EXHIBITS:
Exhibit
No. Description
--- -----------
*10.1 Share Purchase Agreement dated April 3,
2000, by and among UVGI, Advanced Ceiling
and the shareholders of Advanced Ceiling.
*10.2 Plan of Merger dated April 7, 2000.
*10.3 Form of Acceptance and Sale Agreement dated
April 3, 2000.
27.1 Financial Data Schedule
99.1 Financials
------------------
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 13, 2000
UNITED VENTURES GROUP, INC.
By: /s/ Isaac Nussen
--------------------
President
