ADVANCED CEILING SUPPLIES INC
8-K, 2000-04-10
NON-OPERATING ESTABLISHMENTS
Previous: EQUITY INVESTOR FD SEL SE S&P MARK CAP PLUS PORT 2000 SE DAF, S-6/A, 2000-04-10
Next: MICROBEST INC, NTN 10K, 2000-04-10





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K




                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report: April 6, 2000


                        ADVANCED CEILING SUPPLIES, INC.
             (Exact name of registrant as specified in its charter)



     Colorado              000-28663                        84-1516192
- ----------------           ---------                        ----------
(State or other            (Commission                      (IRS Employer
jurisdiction of            File Number)                     Identification No.)
incorporation)



2338 Broadway, #100, Boulder, CO                              80304
- --------------------------------                              -----
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (303) 422-8127

Not Applicable
(Former name or former address, if changed since last report.)



<PAGE>


Item 1.  Changes in Control of Registrant

         On April 3, 2000, four major  shareholders of the Registrant  agreed to
sell and sold to United  Venture  Group,  Inc.  a total of 660  shares of common
stock of  Registrant,  constituting  98.2% of the Company for $163.69 per share.
The  purchaser,  United Veture Group,  Inc.  intends to acquire the remaining 12
shares of stock from other shareholders within three days after April 3, 2000 at
$163.69 per share.

         Upon completion of the purchase of all issued and outstanding shares of
Registrant,  United Venture Group,  Inc.  intends to merge with  Registrant as a
wholly owned subsidiary pursuant to Delaware and Colorado law.

         The Registrant will change its name to United Venture Group, Inc.

Item 2.  Acquisition or Disposition of Assets

                  None.

Item 3.  Bankruptcy or Receivership

                  None.

Item 4.  Changes in Accountants

                  None.

Item 5.  Other Events

                  None.

Item 6.  Resignation of Directors

         It is anticipated that existing directors will resign and new directors
will be appointed.

Item 7.  Financial Statements Pro Forma Financial & Exhibits

10.1     Share Purchase Agreement


<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 thereunto duly authorized.

Date: /s/ Scott Deitler                 ADVANCED CEILING SUPPLIES, INC.


                                        By: ------------------------------------
                                              Scott Deitler
                                              President



                            SHARE PURCHASE AGREEMENT

     This  Share  Purchase  Agreement  ("Agreement"),  dated as of April 3, 2000
among Scott  Deitler,  Jim Toot,  Lawrence  Deitler and Jim Hult  (collectively,
"Sellers"),  Advanced Ceiling Supplies,  Inc.  ("Advanced  Ceiling"),  the Other
Advanced Ceiling Shareholders ("Other Shareholders"),  and United Venture Group,
Inc. ("Buyer"), a Delaware Corporation.


                              W I T N E S S E T H:


A. WHEREAS,  Advanced  Ceiling is a corporation duly organized under the laws of
the  State  of  Colorado.  B.  WHEREAS,  Buyer  wishes  to  purchase  660 of the
outstanding  common  shares  of  Advanced  Ceiling  free and  clear of liens and
encumbrances  from Sellers (the  "Purchase  Shares") and twelve  shares from the
Other Shareholders  ("Other  Shareholders") who join this Agreement by execution
of the Acceptance and Sale Addendum  attached  hereto.  C. WHEREAS,  the parties
intend to subsequently merge Advanced Ceiling, the wholly-owned subsidiary, with
and  into the  Buyer.  D.  WHEREAS,  prior  to the  transaction  Buyer is not an
affiliate of Advanced Ceiling.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                The Consideration

1.1 Subject to the  conditions  set forth  herein,  Sellers shall sell and Buyer
shall purchase 660 shares of common stock of Advanced Ceiling.  The transactions
contemplated by this Agreement shall be completed  simultaneously  herewith. The
purchase  price for the shares to be paid by Buyer to Sellers is $163.69 in cash
(the  "Consideration")  per share for which  $108,035.71  is herewith  paid into
escrow with M.A. Littman.

         1.2 In  addition,  on or before  three  days  after the  closing of the
purchase  set forth in 1.1 above.  Buyers  shall pay  $163.69  per share to each
Other  Shareholder who joins this Agreement by execution of the Addendum hereto,
for a total of 12 shares for which  $1964.28 shall be deposited into escrow with
M.A. Littman for Other Shareholders within three days hereafter.


<PAGE>



                                   ARTICLE II

                              Conveyance of Shares

2.1 The  Purchase  Shares  shall be  delivered  and conveyed by Sellers to Buyer
simultaneously  herewith,  with duly executed stock powers,  upon receipt of the
Consideration by Sellers. 2.2 After closing with Sellers, the Other Shareholders
who join this  Agreement by execution of the  Acceptance  and Sale Addendum will
convey their shares to Buyer and receive  $163.69 per share of Advanced  Ceiling
sold.

                                  ARTICLE III

   Representations, Warranties and Covenants of Sellers as to Advanced Ceiling

         Sellers and  Advanced  Ceiling  each  hereby,  jointly  and  severally,
represent,  warrant and covenant to Buyer as follows:

     3.1 Advanced Ceiling is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Colorado,  and has the corporate
power and authority to own or lease its  properties and to carry on its business
as it is now being conducted.  The Articles of Incorporation  and Amendments and
Bylaws of Advanced  Ceiling,  copies of which have been delivered to Buyer,  are
complete and accurate, and the minute books of Advanced Ceiling, copies of which
have also been  delivered  to Buyer,  contain a record,  which is  complete  and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of Advanced Ceiling.

     3.2 The authorized capital stock of Advanced Ceiling consists of 50,000,000
shares of  common  stock.  There are 672  shares  of  Common  Stock  issued  and
outstanding.  All such shares of capital  stock of Advanced  Ceiling are validly
issued,  fully  paid and  nonassessable.  Advanced  Ceiling  has no  outstanding
options,  warrants,  or other  rights to  purchase,  or  subscribe  to, or other
securities  convertible  into or exchangeable for any shares of capital stock of
Advanced  Ceiling,  or contracts  or  arrangements  of any kind  relating to the
issuance,  sale or transfer of any capital  stock or other equity  securities of
Advanced  Ceiling.  All of the  outstanding  shares of capital stock of Advanced
Ceiling  have been  offered,  issued,  sold and  delivered  in  compliance  with
applicable  federal and state  securities laws and none of such securities were,
at the time of issuance, subject to preemptive rights.

     3.3  Advanced  Ceiling  does not own nor has it ever owned any  outstanding
shares of capital  stock or other  equity  interests of any  partnership,  joint
venture, trust, corporation, limited liability company or other entity and there
are no  obligations  of  Advanced  Ceiling to  repurchase,  redeem or  otherwise
acquire any capital stock or equity interest of another entity.

     3.4 This Agreement has been duly authorized, validly executed and delivered
on  behalf of the  Sellers  and  Advanced  Ceiling  and is a valid  and  binding
agreement and obligation of the Sellers and Advanced Ceiling enforceable against
each Seller,  jointly and severally,  and against Advanced Ceiling in accordance
with its terms,  subject to limitations on enforcement by general  principles of
equity and by bankruptcy or other laws  affecting the  enforcement of creditors'


<PAGE>


rights  generally,  and the Sellers and Advanced  Ceiling each have complete and
unrestricted power to enter into and, upon the appropriate approvals as required
by law, to consummate the transactions contemplated by this Agreement.

     3.5 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
Advanced  Ceiling will  conflict  with or result in a breach or violation of the
Articles of  Incorporation  or Bylaws of Advanced  Ceiling,  or of any  material
provisions of any indenture, mortgage, deed of trust or other material agreement
or instrument to which Advanced  Ceiling is a party or by which it or any of its
material  properties  or assets are bound,  or of any material  provision of any
law, statute, rule, regulation,  or any existing applicable decree,  judgment or
order by any court, federal or state regulatory body,  administrative agency, or
other governmental body having jurisdiction over Advanced Ceiling, or any of its
material  properties or assets,  or will result in the creation or imposition of
any material lien, charge or encumbrance upon any material property or assets of
Advanced  Ceiling  pursuant to the terms of any agreement or instrument to which
Advanced  Ceiling  is a party or by which  Advanced  Ceiling  may be bound or to
which any of Advanced Ceiling property is subject and no event has occurred with
which lapse of time or action by a third party could result in a material breach
or violation of or default by Advanced Ceiling.

     3.6 Except as  disclosed  herein,  and based upon the  representations  and
warranties of the Buyer set forth herein, no authorization,  consent,  approval,
exemption or other action by or notice to any  government  entity or filing with
or consent of any  governmental  body is required  for the sale of the  Purchase
Shares to Buyer pursuant to this Agreement.

     3.7   There  is  no  claim,   legal   action,   arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Sellers  threatened  against or relating to Advanced Ceiling or affecting any of
its assets, properties, business or capital stock. There is no continuing order,
injunction or decree of any court, arbitrator or governmental authority to which
Advanced  Ceiling  is a  party  or by  which  Advanced  Ceiling  or its  assets,
properties, business or capital stock are bound.

     3.8 Advanced Ceiling has accurately  prepared and filed all Federal,  state
and other tax returns required by law, domestic and foreign,  to be filed by it,
has paid or made provisions for the payment of all taxes shown to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the  financial  statements  of Advanced  Ceiling for all current taxes and other
charges to which Advanced Ceiling is subject and which are not currently due and
payable.  None of the Federal  income tax returns of Advanced  Ceiling have been
audited by the  Internal  Revenue  Service  or other  foreign  governmental  tax
agency.  Advanced  Ceiling  has  no  knowledge  of any  additional  assessments,
adjustments  or contingent tax liability  (whether  federal or state) pending or
threatened  against  Advanced  Ceiling for any period,  nor of any basis for any
such assessment, adjustment or contingency.

     3.9 Sellers are the legal, beneficial and registered owners of the Purchase
Shares,  free and clear of any  liens,  charges,  encumbrances,  voting  trusts,
shareholder agreements or rights of any kind granted to any person or entity, or


<PAGE>


any  interest  in or the  right to  purchase  or  otherwise  acquire  any of the
Purchase  Shares from the Sellers at any time upon the  happening  of any stated
event and may transfer such shares without the consent of any third party.  Upon
closing of the  transactions  contemplated  hereby,  the Buyer will  acquire all
right,  title and interest in the Purchase Shares,  free and clear of all liens,
charges or encumbrances  and will have all of Seller's  entire right,  title and
interest in and to the Purchase Shares.  All Purchase Shares owned by Sellers is
set forth hereto on Schedule 3.9.

         3.10 Other  Shareholders  who join this  Agreement  by  Addendum  shall
warrant and  represent  that the shares sold by such  shareholders  are free and
clear of any liens and  encumbrances  and may be transferred  without consent of
any third party.

         3.11  Advanced  Ceiling  has  delivered  to  Buyer  audited   financial
statements dated August 31, 1999. All such  statements,  herein sometimes called
"Advanced Ceiling Financial Statements" are complete and correct in all material
respects and,  together with the notes to these  financial  statements,  present
fairly the financial  position and results of operations of Advanced Ceiling for
the periods  indicated.  All financial  statements of Advanced Ceiling have been
prepared in accordance with generally accepted accounting principles.

         3.12 As of the date hereof,  the total indebtedness of Advanced Ceiling
is $7,500.00.  Advanced  Ceiling and the Sellers hereby,  jointly and severally,
represent  and warrant that all  outstanding  indebtedness  of Advanced  Ceiling
shall  have been paid and  released  prior to the  closing  of the  transactions
hereby and that there are no outstanding  liens,  charges or encumbrances on the
assets of Advanced Ceiling.

         3.13  Since the dates of the  Advanced  Ceiling  Financial  Statements,
there have not been any material  adverse  changes in the business or condition,
financial or otherwise, of Advanced Ceiling.  Advanced Ceiling does not have any
liabilities, commitments or obligations, secured or unsecured except as shown on
updated financials (whether accrued,  absolute,  contingent or otherwise).

     3.14  Advanced  Ceiling is not a party to any contract  performable  in the
future.

     3.15 The representations and warranties of the Sellers and Advanced Ceiling
shall be true and correct as of the date hereof.

     3.16 Advanced  Ceiling has delivered to Buyer,  all of its corporate  books
and records for review.

     3.17 Advanced Ceiling has no employee benefit plan in effect at this time.

     3.18 No  representation  or warranty by Advanced  Ceiling or the Sellers in
this Agreement, or any certificate delivered pursuant hereto contains any untrue
statement of a material  fact or omits to state any material  fact  necessary to
make such representation or warranty not misleading.

     3.19 Sellers or Advanced Ceiling have delivered,  to Buyer true and correct
copies  of a Form  10SB  declared  effective  by  the  Securities  and  Exchange
Commission  ("SEC") and each of its other reports to shareholders filed with the


<PAGE>


SEC for the year ended  December  31,  1999.  Advanced  Ceiling is a  registered
company under the Securities Exchange Act of 1934, as amended.

     3.20 Advanced Ceiling has duly filed all reports required to be filed by it
under the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934,  as amended (the  "Federal  Securities  Laws").  No such  reports,  or any
reports sent to the  shareholders of Advanced  Ceiling  generally  contained any
untrue statement of material fact or omitted to state any material fact required
to be stated  therein or necessary  to make the  statements  in such report,  in
light of the circumstances under which they were made, not misleading.

     3.21 The Sellers  have not  received  any general  solicitation  or general
advertising  regarding  the  shares  of  Buyer's  common  stock  comprising  the
Consideration.

         3.22 Advanced  Ceiling has conducted no business to date,  has incurred
no liabilities (other than $7,500 being settled by Sellers), and has no contract
or open account affiliations whatsoever.

                                   ARTICLE IV

                        Termination of Representation and
               Warranties and Certain Agreements; Indemnification

     4.1 The  respective  representations  and  warranties of the parties hereto
shall survive this  Agreement  for three years and the  covenants  shall survive
hereafter.

     4.2 The right to indemnification, payment of Damages (as defined in section
4.5)  or  other  remedy  based  on any  representation,  warranty,  covenant  or
obligation  of a party  hereunder  shall not be  affected  by any  investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this  Agreement,  with respect to the accuracy or  inaccuracy  of or  compliance
with, any such representation, warranty, covenant or obligation.

     4.3 The waiver of any condition to a party's  obligation to consummate  the
transactions  contemplated  hereunder,  where  such  condition  is  based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   payment  of   Damages,   or  other   remedy   based  on  such
representation, warranty, covenant or obligation.

     4.4 Advanced Ceiling and each of the Sellers, jointly and severally,  shall
indemnify  and  hold  harmless  the  Buyer,  and  each  of its  representatives,
employees, officers, directors, stockholders, controlling persons and affiliates
(collectively,  the "Buyer Indemnified  Persons") for, and will pay to the Buyer
Indemnified  Persons,  the  amount  of,  any  loss,  liability,   claim,  damage
(including,  without limitation,  incidental and consequential  damages),  cost,
expense  (including,   without  limitation,   interest,   penalties,   costs  of
investigation  and defense and the reasonable fees and expenses of attorneys and
other professional  experts) or diminution of value,  whether or not involving a
third-party  claim  (collectively,  "Damages"),  directly or indirectly  arising
from, attributable to or in connection with:



<PAGE>


(a)           any  representation  or warranty  made by the Sellers and Advanced
              Ceiling in this  agreement  or any of the  Sellers'  and  Advanced
              Ceiling  closing  deliveries,  that is,  or was at the time  made,
              false or inaccurate,  or any breach of, or misrepresentation  with
              respect to, any such representation or warranty; and

(b)           any  breach  by any of the  Sellers  or  Advanced  Ceiling  of any
              covenant, agreement or obligation of the Sellers contained in this
              agreement.

(c)           any claims or litigation  relating to Advanced Ceiling now pending
              or  threatened  or which may  hereafter be brought  against  Buyer
              and/or Advanced  Ceiling based upon events  occurring prior to the
              date hereof and not attributable to the acts of the Buyer.

(d)           any  and  all  actions,  suits,   proceedings,   claims,  demands,
              assessments,  judgments, costs, losses, liabilities and reasonable
              legal and other expenses incident to any of the foregoing.

     4.5  The  Sellers  and  Advanced   Ceiling  shall  have  no  liability  for
indemnification  with respect to any  representation or warranty,  unless, on or
before the  [third]  anniversary  of the date  hereof,  the Buyer  notifies  the
Sellers of a claim  specifying  the basis  thereof in  reasonable  detail to the
extent then known by the Buyer. A claim with respect to any covenant,  agreement
or obligation  contained in this agreement,  may be made at any time without any
time limitation.

     4.6 Promptly after receipt by an  indemnified  party of written notice (the
"Notice of Claim") of the commencement of any action, suit or proceeding against
it, or written threat thereof,  such indemnified party will, if a claim is to be
made against an indemnifying party under either of said sections, as applicable,
give notice to the indemnifying  party of the commencement of such action,  suit
or proceeding.  The indemnified party shall furnish to the indemnifying party in
reasonable  detail  such  information  as the  indemnified  party  may have with
respect  to  such  indemnification  claims  (including  copies  of any  summons,
complaint  or other  pleading  which may have been  served on it and any written
claim,  demand,  invoice,  billing or other document evidencing or assenting the
same). Subject to the limitations set forth in this section, no failure or delay
by the  indemnified  party in the  performance of the foregoing  shall reduce or
otherwise affect the obligation of the indemnifying  party to indemnify and hold
the  indemnified  party harmless except to the extent that such failure or delay
shall have materially and adversely affected the indemnifying party's ability to
defend against,  settle or satisfy any action,  suit or proceeding the claim for
which the  indemnified  party is  entitled  to  indemnification  hereunder.  The
foregoing  shall not apply to the extent  inconsistent  with the  provisions  of
section 4.8 relating to Proceedings.

     4.7 If the claim or demand  set forth in the  Notice of Claim  given by the
indemnified  party  is a  claim  or  demand  asserted  by  a  third  party,  the
indemnifying  party  shall  have 30 days  after  the Date of  Notice of Claim to
notify the  indemnified  party in writing of its  election  to defend such third
party claim or demand on behalf of the indemnified  party (the "Notice Period");
provided,  however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems  necessary or appropriate to protect its
interests during the Notice Period.  If the indemnifying  party elects to defend
such third party claim or demand,  the indemnified party shall make available to
the indemnifying party and its agents and  representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall  otherwise  cooperate  (at the sole cost and  expense of the
indemnifying  party)  with,  and  assist  (at the sole cost and  expense  of the
indemnifying  party) the indemnifying  party in the defense of, such third party
claim or demand, and so long as the indemnifying  party is diligently  defending
such third  party  claim in good  faith,  the  indemnified  party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand,  the indemnified  party shall
have the right to control the  defense of such third  party claim or demand,  at
the indemnified party's own expense. If the indemnifying party does not elect to
defend  such third  party  claim or demand or does not defend  such third  party
claim or demand in good faith,  the  indemnified  party shall have the right, in
addition to any other right or remedy it may have hereunder at the  indemnifying
party's expense, to defend such third party claim or demand.

     4.8 The term  "Date of Notice of Claim"  shall  mean the date the Notice of
Claim is effective pursuant to section 5.5 of this Agreement.

     4.9 A claim for  indemnification for any matter not involving a third-party
claim  may be  asserted  by notice to the  party  from whom  indemnification  is
sought.

     4.10 Any legal action or proceeding  with respect to this  Agreement or any
matters arising out of or in connection with this Agreement or the  transactions
contemplated  hereby or the  documents  executed  and  delivered  in  connection
herewith,  and any action for enforcement of any judgment in respect thereof may
be brought  in the  courts of the State of New York or of the  United  States of
America for the Southern District of New York, and, by execution and delivery of
this Agreement, the parties each hereby accepts for itself and in respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts and appellate courts thereof.  The parties irrevocably consent to service
of  process  out of any of the  aforementioned  courts  in any  such  action  or
proceeding in accordance  with the notice  provisions  set forth in Section 5.5.
The  parties  each hereby  irrevocably  waive any  objection  that it may now or
hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising  out  of  or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  execute and  delivered  in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive and agree, to the extent  permitted by applicable law, not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient  forum.  Nothing herein shall
affect  the  right of any  party  hereto to serve  process  in any other  manner
permitted by law.


                                   ARTICLE V

                              Procedure for Closing

         5.1 At the Closing Date,  the purchase and sale shall be effective with
common stock  certificates of Advanced Ceiling being delivered duly executed for
660 shares of common  stock to Buyer and the  delivery  of $163.69  per share to


<PAGE>


Sellers from Buyer (from the Escrow with M.A. Littman), together with deliver of
all other agreements,  schedules,  warranties,  and representations set forth in
this Agreement.

         5.2  Subsequently,  the  purchase  and sale of 12  shares  of  Advanced
Ceiling common stock from the Other  Shareholders shall occur upon tender of the
Acceptance and Sale Addendum executed by such Other  Shareholders at $163.69 per
share.

                                   ARTICLE VI

                           Conditions Precedent to the
                          Consummation of the Purchase

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Closing Date:

         6.1  SELLERS  shall  have  performed  and  complied  with  all of their
respective  obligations  hereunder which are to be complied with or performed on
or before the  Closing  Date and SELLERS  and  Advanced  Ceiling and BUYER shall
provide one another at the Closing  with a  certificate  to the effect that such
party has performed each of the acts and  undertakings  required to be performed
by it on or before the Closing Date pursuant to the terms of this Agreement.

         6.2 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         6.3 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for BUYER.

         6.4 The  representations  and  warranties  made by BUYER and SELLERS in
this Agreement shall be true as though such  representations  and warranties had
been made or given on and as of the Closing Date, except to the extent that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by BUYER or (2)  events or changes  (which  shall not,  in the  aggregate,  have
materially and adversely affected the business,  assets, or financial  condition
of Advanced Ceiling during or arising after the date of this Agreement.)

         6.5 All  outstanding  liabilities  of Advanced  Ceiling shall have been
paid and released prior to closing.



<PAGE>


         6.6 No change in the management or directors nor exercise of control of
Advanced  Ceiling may occur until 1.1 and 2.2 and 5.2 have been  completed  with
deliver of all shares of outstanding  Advanced  Ceiling to Buyer and delivery of
purchase price to the Other Shareholders.


                                   ARTICLE VII

                                  Miscellaneous

         7.1 This Agreement  embodies the entire agreement  between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

         7.2 To  facilitate  the  execution  of this  Agreement,  any  number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

         7.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

         7.4 This Agreement may not be amended except by written consent of both
parties.

         7.5  Any  notices,   requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, prepaid, addressed as follows:

To Sellers:       c/o M.A. Littman
                  10200 W. 44th Avenue, Suite 400
                  Wheat Ridge, CO  80033

To:               United Venture Group, Inc.
                  30-00 47th Avenue
                  Long Island, NY  11101

Copy to:

Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: Mitchell S. Nussbaum, Esq.

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.


<PAGE>



         7.6 No press release or public statement will be issued relating to the
transactions  contemplated by this Agreement without prior approval of Buyer and
Sellers.  However,  Advanced  Ceiling may issue at any time any press release or
other public  statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

         7.7 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be  considered  one and
the same agreement. This Agreement may be executed by facsimile signatures.

         7.8 This  Agreement  shall be governed by and  construed in  accordance
with and  enforced  under  the  laws of the  state  of New  York  applicable  to
agreements made and to be performed entirely in that state.



<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement this _____
day of April.

                                            SELLERS:



                                            ------------------------------------
                                            Scott Deitler



                                            ------------------------------------
                                            Jim Toot



                                            ------------------------------------
                                            Lawrence Deitler



                                            ------------------------------------
                                            Jim Hult



                                            ADVANCED CEILING SUPPLIES, INC.

                                            By: --------------------------------



                                            UNITED VENTURE GROUP, INC.

                                            By: --------------------------------



<PAGE>



                                  Schedule 3.9

         Sellers                                    Purchase Shares Owned
         -------                                    ---------------------

         Scott Deitler

         Jim Toot

         Lawrence Deitler

         Jim Hult





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission