SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
UNITED VENTURES GROUP, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] NO FEE REQUIRED
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
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(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
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(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT
TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS
CALCULATED AND STATE HOW IT WAS DETERMINED):
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(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
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(5) TOTAL FEE PAID:
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[ ] FEE PREVIOUSLY PAID WITH PRELIMINARY MATERIALS.
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT
RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE
WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID:
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(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
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(3) FILING PARTY:
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(4) DATE FILED:
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<PAGE>
UNITED VENTURES GROUP, INC.
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 13, 2000
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of United
Ventures Group, Inc., a Delaware corporation (the "Company") will be held at the
offices of Parker Chapin LLP, The Chrysler Building, 405 Lexington Avenue, 9th
floor, New York, New York 10174, on October 13, 2000 at 10:00 A.M. New York
time, to consider the following proposals:
1. The election of four (4) directors, named in the accompanying
Proxy Statement to serve as the Board of Directors of the
Company until his respective successor is elected and
qualified;
2. The approval of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
the Company's Common Stock, par value $.001, from 120,000,000
shares to 350,000,000 shares;
3. The approval of an amendment to the Company's Certificate of
Incorporation to change the name of the Company to American
Jewelry Corp.; and
4. The transaction of such other business as may properly come
before the meeting.
Stockholders of record on the books of the Company at the close of
business on September 5, 2000 will be entitled to vote at the meeting or any
adjournment thereof. A copy of the financial statements of the Company for the
year 1999 is enclosed.
All stockholders are cordially invited to attend the meeting. Whether
or not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof. A return envelope which
requires no postage if mailed in the United States is enclosed for your
convenience.
By Order of the Board of Directors
Dated: New York, New York George Weisz
September 13, 2000 Secretary
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<PAGE>
UNITED VENTURES GROUP, INC.
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 13, 2000
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of United Ventures Group, Inc. (the "Company") of
proxies in the enclosed form for the Annual Meeting of Stockholders to be held
at the offices of Parker Chapin LLP, The Chrysler Building, 405 Lexington
Avenue, 9th floor, New York, New York, 10174 on October 13, 2000, at 10:00 A.M.
New York time, and for any adjournment or adjournments thereof, for the purposes
set forth in the foregoing Notice of Annual Meeting of Stockholders.
A proxy may be revoked by a stockholder at any time before its exercise
by filing with George Weisz, the Secretary of the Company, at the address set
forth above, an instrument of revocation or a duly executed proxy bearing a
later date, or by attendance at the Annual Meeting of Stockholders and electing
to vote in person. Attendance at the Annual Meeting of Stockholders will not, in
and of itself, constitute revocation of a proxy.
At the Annual Meeting, the Stockholders will vote to:
1. Elect the directors of the Company;
2. Amend the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock to
350,000,000;
3. Amend the Certificate of Incorporation to change the name of
the Company to American Jewelry Corp.; and
4. Transact such other business as may properly come before the
meeting.
The Company knows of no other matters to be presented at the Annual
Meeting. If any additional matters should be properly presented, proxies shall
be voted in accordance with the judgment of the proxy holders.
Each shareholder of the Company is requested to complete, sign, date
and return the enclosed proxy without delay in order to ensure that the shares
owned by such shareholder are voted at the Annual Meeting. Any shareholder may
revoke a proxy at any time before it is voted by: (i) delivering a written
notice to the Secretary of the Company, at the address of the Company set forth
above, stating that the proxy is revoked, or (ii) executing a subsequent proxy
and delivering it to the Secretary of the Company, or (iii) attending the Annual
Meeting and voting in person. Each properly executed proxy returned will be
voted as directed. In addition, if no directions are given or indicated, the
persons named in the accompanying proxy intend to vote proxies in favor of the
foregoing proposals.
2
<PAGE>
The Company will bear the cost of soliciting proxies. Directors,
officers and employees of the Company may solicit proxies personally or by
telephone, telegram or mail. Such directors, officers and employees will not be
additionally compensated for such solicitation but may be reimbursed for
reasonable out-of-pocket expenses incurred in connection therewith. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of proxy material to the beneficial owners of the
Common Stock held of record by such persons and the Company will, upon request,
reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses incurred in connection therewith.
The principal executive offices of the Company are located at 131 West
35th Street, New York, New York 10001. The approximate date on which this Proxy
Statement and the accompanying form of Proxy will first be sent or given to the
Company's stockholders is September 13, 2000.
VOTING SECURITIES
Only holders of shares of Common Stock, par value $.001 per share and
the holders of shares of Series A Preferred Stock (the "Preferred Stock"), of
record as at the close of business on September 5, 2000 are entitled to notice
of and to vote at the Annual Meeting or any adjournment thereof. On the record
date there were 97,140,681 shares of Common Stock issued and outstanding and
200,000 shares of Series A Preferred Stock issued and outstanding. Each
outstanding share of Common Stock is entitled to one vote upon all matters to be
acted upon at the meeting and the holders of Series A Preferred Stock are
entitled to an aggregate of 114,034,712 votes. The holders of the Series A
Preferred Stock vote as one group along with the holders of the shares of Common
Stock. The holders of a majority of the votes shall constitute a quorum. The
affirmative vote of the holders of the majority of votes present at the Annual
Meeting and voting is necessary for the election of directors. The vote by the
holders of a majority of the shares of Common Stock and Series A Preferred Stock
entitled to vote is required to approve the amendments to the Company's
Certificate of Incorporation. Votes "withheld" and broker non-votes will be
counted as present at the meeting and, accordingly, will have the effect of a
negative vote on the proposals to amend the Company's Certificate of
Incorporation.
The holders of shares of Common Stock are entitled to receive such
dividends, if any, as may be declared, from time to time, by the Board of
Directors from funds legally available therefor. Upon liquidation or dissolution
of the Company, the holders of shares of Common Stock are entitled to share
ratably in all assets available for distribution. Holders of shares of Common
Stock have no preemptive rights, no cumulative voting rights and no rights to
convert their shares of Common Stock into any other securities. The Series A
Preferred Stock are not entitled to receive dividends or to share in any
distributions upon liquidation or dissolution and are not convertible into
shares of Common Stock.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of August 31, 2000, certain
information as to the stock ownership of each person known by the Company to own
beneficially 5% or more of the Company's outstanding Common Stock, by each
director of the Company who owns any shares, and by all officers and directors
as a group. This table includes the shares of Series A Preferred Stock, which
have the right in the aggregate to cast 54% of the total votes which may be cast
by the holders of all the outstanding (i) shares of Common Stock and (ii) Series
A Preferred Stock.
<TABLE>
<CAPTION>
Name and Address
of Beneficial Number of shares of Number of shares Percentage of
Owner Common Stock Owned (1) of Series A Preferred Owned Voting Rights
------------- ---------------------- --------------------------- -------------
<S> <C> <C> <C>
Isaac Nussen 5,000,000 100,000 29.4%
131 West 35th Street
New York, NY 10001
George Weisz 5,000,000 100,000 29.4%
131 West 35th Street
New York, NY 10001
Eric Rothschild -0- -0- *
131 West 35th Street
New York, NY 10001
Israel Braun 120,000 -0- *
131 West 35th Street
New York, NY 10001
All officers and
directors as a
group (4 persons) 10,120,000 200,000 58.8%
</TABLE>
* Represents less than 1%.
(1) Except as otherwise indicated, all shares are beneficially owned and
sole voting and investment power is held by the persons named.
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<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, four Directors are to be elected by the
stockholders to serve until the next Annual Meeting of the Stockholders or until
their successors are elected and shall qualify. The accompanying form of Proxy
will be voted for the re-election as Directors of Isaac Nussen, George Weisz,
Eric J. Rothschild and Israel Braun, unless the Proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named in the Proxy Statement. Management has no reason to
believe that any of the nominees will not be a candidate or will be unable to
serve. However, in the event that any of the nominees should become unable or
unwilling to serve as a Director, the Proxy will be voted for the election of
such person or persons as shall be designated by the Directors. Directors are
elected by a plurality of the votes cast.
DIRECTORS OF THE COMPANY
The following table sets forth information about each executive
officer, director and nominee for director of the Company.
Name Age Title
---- --- -----
Isaac Nussen 49 President and Director
George Weisz 59 Director, Vice President and Secretary
Eric J. Rothschild 62 Director
Israel Braun 51 Director
Isaac Nussen has served as President, CEO and Director since November
1998. Since 1993 he also served in the same positions for Jarnow Corporation. He
is responsible for marketing and sales. Mr. Nussen served as an executive
officer of other jewelry manufacturing companies for over 25 years.
George Weisz (a.k.a. Ghidale Weisz) has served as Chief Operating
Officer, Vice President, Secretary and Director of the Company since November
1998. Since 1993 he also served in the same positions for Jarnow Corporation. He
is responsible for day to day operations including development and
manufacturing. Mr. Weisz served as an executive officer of other jewelry
manufacturing companies for over 25 years.
Eric J. Rothschild has served as a director 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 has served as a Director since November 1998. Since 1990,
he has been the President of American Computer Forms, Inc., a distributor of
stationery and computer paper.
Mr. George Weisz and Mr. Isaac Nussen are brothers in law.
MEETINGS AND COMMITTEES OF THE BOARD
In the past year, the Board of Directors had three meetings. Each of
the directors attended at least 75% of the meetings.
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<PAGE>
The Board of Directors intends to appoint an Audit Committee and a
Compensation Committee to contain at least two independent directors. The Audit
Committee's responsibilities were assumed by the full Board of Directors. The
Company does not have a Nominating Committee.
The Audit Committee, when one is established, will oversee the
accounting and tax functions of the Company, including recommending to the
Company independent auditors to conduct the annual audit of the Company's
financial statements, reviewing the scope and costs of the audit plans of the
independent auditors, reviewing the Company's internal accounting controls,
advising and assisting the Board of Directors in evaluating the auditor's review
and supervising the Company's financial and accounting organization and
financial reporting.
EXECUTIVE COMPENSATION
The compensation paid to the Company's Chief Executive Officer and to
each of the other executive officers whose total compensation exceeded $100,000
during each of the proceeding three fiscal years are as follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------- ---------- --------------------- -------------------- ----------------------
Annual Long-Term
Compensation Compensation
Other Annual
Name and Principal Salary Compensation Awards/Options
Position Year ($) ($) (#)
--------------------------------------- ---------- --------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
Isaac Nussen, 1999 $250,000.00 0 0
Chief Executive Officer ---------- --------------------- -------------------- ----------------------
1998 $ 23,000.00 0 0
---------- --------------------- -------------------- ----------------------
1997 $117,000.00 0 0
--------------------------------------- ---------- --------------------- -------------------- ----------------------
George Weisz, 1999 $250,000.00 0 0
Vice-President ---------- --------------------- -------------------- ----------------------
1998 $ 23,000.00 0 0
---------- --------------------- -------------------- ----------------------
1997 $117,000.00 0 0
--------------------------------------- ---------- --------------------- -------------------- ----------------------
</TABLE>
Mr. Weisz and Mr. Nussen are entitled to receive an annual salary of
$250,000 each, however they did not receive the entire salary allowed and are
owed the amounts from the Company not paid by the Company in prior years. In
addition, both are entitled to receive a bonus of 2.5% of net profit (before
taxes) in excess of $500,000 in each fiscal year commencing with the fiscal year
ending December 31, 1999, cost of living increase, a life insurance policy in
the face amount of $1,000,000 payable to them. In addition, on a change of
control, in the event either or both Mr. Weisz or Mr. Nussen, terminates their
employment with the Company, they will each be entitled to receive a lump sum
payment equal to 290% of his average annual compensation for the five years
preceding the date of termination.
OPTION GRANTS IN 1999
None
AGGREGATED OPTION EXERCISES IN 1999 AND FOR YEAR-END OPTION VALUES
None
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 26, 1998, 2,250,000 shares of Common Stock of the Company
was issued to George Weisz and Isaac Nussen (1,125,000 to each) in exchange for
all of their issued and outstanding
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<PAGE>
shares of Shilaat Corp., the parent company of Jarnow Corp. In addition, on
December 17, 1998 , Mr. Nussen and Mr. Weisz, each received 100,000 shares
Series A Preferred Stock, for nominal consideration, allowing them the right to
54% of total votes. These preferred Stock do not have the right to receive
dividends, distributions or conversion rights.
At June 30, 2000, the Company owed George Weisz and Isaac Nussen
$2,126,224 in connection with certain interest free loans made to the Company.
The loans are due on demand. These loans have been subordinated to senior debt
of the factor.
George Weisz and Isaac Nussen have personally guaranteed, without
compensation, the indebtedness of the Company to its factor. In accordance with
the terms of the guarantee, in the event that payments are not made to the
factor, Mr. Weisz and Mr. Nussen will be required to make such payments. On
September 30, 1999, Mr. Nussen and Mr. Weisz also personally assumed
approximately $3,477,000 of an obligation formerly due to the finance company as
part of a $2,000,000 note to the finance company issued by the Company. On April
5, 2000 a settlement agreement was reached with the finance company to cancel
the note in the original principal amount of $2,000,000 from the Company to the
finance company. The Company made a payment of $1,200,000 to the finance company
in immediately available funds and issued 4,000,000 shares of restricted Common
Stock of the Company to the finance company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE ABOVE NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
PROPOSAL 2
AMENDMENT TO CERTIFICATE
OF INCORPORATION TO INCREASE
AUTHORIZED SHARES OF COMMON STOCK
At a meeting of the Board of Directors on June 13, 2000, the Board
adopted a resolution, by unanimous vote, to amend the Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Company. The Company is currently authorized to issue 120,000,000 shares of
Common Stock, par value $.001 per share. The Company's Board of Directors
recommends that the Company's stockholders approve an amendment (the
"Amendment") to the Company's Certificate of Incorporation in the form attached
hereto as Exhibit A, that would increase the authorized shares of the Company's
Common Stock from 120,000,000 shares to 350,000,000 shares. Of the 120,000,000
shares of Common Stock currently authorized, 97,140,681 shares of Common Stock
are issued and are outstanding. If the Amendment is approved by the Company's
stockholders, the first paragraph of ARTICLE FOURTH of the Company's Certificate
of Incorporation will read as follows:
FOURTH: (A) The total number of shares of all classes of stock which the Company
shall be authorized to issue is Three Hundred Fifty-Five Million (355,000,000),
of which Three Hundred Fifty Million (350,000,000) shares shall be designated as
Common Stock, with a par value of $.001 per share, and Five Million (5,000,000)
shall be designated as Preferred Stock, with a par value of $.001 per share.
The Company proposes to increase the number of authorized shares of its
Common Stock to provide additional shares for general corporate purposes,
including stock dividends and splits, raising additional capital, issuance of
shares pursuant to the employee stock option plans, issuances upon conversion of
outstanding shares of Preferred Stock which may be issued and possible future
acquisitions. The Company's officers may from time to time engage in discussions
with other businesses concerning the possible acquisition of such companies by
the Company, in which the Company may consider issuing stock as part or all of
the acquisition price. The Board of Directors believes that an increase in the
total number of shares of authorized common stock will better enable the Company
to meet its future needs
7
<PAGE>
and give it greater flexibility in responding quickly to business opportunities.
The proposed increase will also provide additional shares for corporate purposes
generally.
The Company's issuance of shares of Common Stock, including the
additional shares that will be authorized if this proposed Amendment is adopted,
may dilute the present equity ownership position of current holders of Common
Stock and may be made without stockholder approval, unless otherwise required by
applicable laws. The authority possessed by the Board of Directors to issue
Common Stock could also potentially be used to discourage attempts to obtain
control of the Company through a merger, tender offer, proxy contest or
otherwise by making such attempts more difficult or costly to achieve.
The Board of Directors believes that, as proposed, the approval of the
amendment is in the best interests of the stockholders of the Company. Approval
of this proposal requires a vote in favor of the amendment by the holders of a
majority of the Company's outstanding shares of stock, entitled to vote at the
annual meeting, voting together as a single class.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S AUTHORIZED
SHARES OF COMMON STOCK.
PROPOSAL 3
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
CHANGE ITS NAME TO "AMERICAN JEWELRY CORP."
The Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to the Company's Certificate of Incorporation changing
its name to "American Jewelry Corp."
This name change reflects the Board of Directors' decision to expand
the Company's business to focus on the sale of additional items of jewelry. The
Board of Directors believes that given the Company's focus on increasing its
jewelry lines and also increasing sales over the Internet, it is only
appropriate that it adopt a corporate name that reflects the nature of its
business and strategic direction.
The Company will continue to use its current ticker symbol. At such
time that the Company decides to change its ticker symbol, the appropriate
public announcements would be made.
Stockholders will not be required to submit their stock certificates
for exchange. Following the effective date of the amendment changing the name of
the Company, all new stock certificates issued by the Company will be
overprinted with the Company's new name.
The affirmative vote of the holders of a majority of the outstanding
shares of the stock voting together as a single class, is required for the
approval of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
"AMERICAN JEWELRY CORP."
MISCELLANEOUS
The Company will provide without charge to each person being solicited
by this Proxy Statement, on written request of any such person, a copy of the
Company Financial Statement for the year ended
8
<PAGE>
December 31, 1999 (as filed with the SEC). All such requests should be directed
to George Weisz at the Company, 131 West 35th Street, New York, New York 10001.
ACCOUNTANTS
Feldman Sherb & Co., P.C. served as the Company's independent auditors
for the fiscal year ended December 31, 1999. A representative of Feldman Sherb &
Co., P.C. is expected to be present at the Annual Meeting with the opportunity
to make a statement if he desires to do so and to be available to respond to
appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Rule 14a-4 of the SEC proxy rules allows the Company to use
discretionary voting authority to vote on matters coming before an annual
meeting of stockholders if the Company does not have notice of the matter at
least 45 days before the date corresponding to the date on which the Company
first mailed its proxy materials for the prior year's annual meeting of
stockholders or the date specified by an overriding advance notice provision in
the Company's By-Laws. The Company's By-Laws do not contain such an advance
notice provision. For the Company's 2001 Annual Meeting of Stockholders,
stockholders must submit such written notice to the Secretary of the Company on
or before July 24, 2001.
Stockholders of the Company wishing to include proposals in the proxy
material for the 2001 Annual Meeting of the Stockholders must submit the same in
writing so as to be received by the Secretary of the Company on or before May
10, 2001. Such proposals must also meet the other requirements of the rules of
the SEC relating to stockholder proposals.
OTHER MATTERS
The Board of Directors does not intend to bring before the Meeting for
action any matters other than those specifically referred to above and is not
aware of any other matters which are proposed to be presented by others. If any
other matters or motions should properly come before the Meeting, the persons
named in the proxy intend to vote thereon in accordance with their judgment on
such matters or motions dealing with the conduct of the Meeting.
By Order of the Board of Directors
GEORGE WEISZ
Secretary
Dated: September 13, 2000
9
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
UNITED VENTURES GROUP, INC.
Under Section 242 of the
General Corporation Law of the States of Delaware
-------------------------------------------------
UNITED VENTURES GROUP, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, by meeting of the Board,
adopted the following resolutions proposing and declaring advisable the
following amendments to the Certificate of Incorporation of said Corporation:
RESOLVED, that Article FIRST of the Certificate of Incorporation be
amended and, as amended, shall read as follows:
FIRST: The name of this corporation shall be:
AMERICAN JEWELRY CORP.
RESOLVED, that Article FOURTH of the Certificate of Incorporation be
amended and, as amended, shall read as follows:
FOURTH: (A) The total number of shares of all classes of stock
which the Corporation shall be authorized to issue is 355,000,000 of
which 350,000,000 shall be designated as Common Stock with a par value
of $.001 per share, and 5,000,000 shall be designated as Preferred
Stock with a par value of $.001 per share.
(B) The Board of Directors may divide the Preferred Stock into any
number of series, fix the designation and number of shares of each such
series, and determine or change the designation, relative rights,
preferences, and limitations of any series of Preferred Stock. The
Board of Directors (within the limits and restrictions of any
resolutions adopted by it originally fixing the number of shares of any
series of Preferred Stock) may increase or decrease the number of
shares initially fixed for any series, but no such decrease shall
reduce the number below the number of shares then outstanding and
shares duly reserved for issuance.
<PAGE>
SECOND: That the aforesaid amendment has been authorized by the vote of holders
of a majority of the issued and outstanding stock entitled to vote at a duly
convened shareholders meeting.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its President and Secretary, this day of October, 2000.
UNITED VENTURES GROUP, INC.
By:
------------------------------
Isaac Nussen, President
ATTEST:
By:
-----------------------
George Weisz
<PAGE>
PROXY
-----
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
UNITED VENTURES GROUP, INC.
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001
The undersigned hereby appoints Isaac Nussen and George Weisz as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the Shares of United
Ventures Group, Inc. held of record by the undersigned on September 5, 2000 at
the Annual Meeting of Stockholders to be held on October 13, 2000 or any
adjournment thereof.
1. Election of Directors
<TABLE>
<CAPTION>
<S> <C>
|_| FOR ALL NOMINEES LISTED BELOW |_| WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees below
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Nominees: Isaac Nussen, George Weisz, Eric J. Rothschild, Israel Braun
2. Proposal to amend the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from
120,000,000 to 350,000,000.
FOR |_| AGAINST |_| ABSTAIN |_|
3. Proposal to amend the Company's Certificate of Incorporation to change
the name of the Company to American Jewelry Corp.
FOR |_| AGAINST |_| ABSTAIN |_|
The shares represented by this proxy will be voted in the manner directed. In
the absence of any direction, the shares will be voted FOR each nominee named in
Proposal 1 and FOR Proposals 2 and 3 and in accordance with their discretion on
such other matters as may properly come before the meeting.
Dated ______________________, 2000
----------------------------------
----------------------------------
Signature(s)
(Signature(s) should conform to names as registered. For jointly owned shares,
each owner should sign. When signing as attorney, executor, administrator,
trustee, guardian or officer of a corporation, please give full title. f a
partnership, please sign in partnership name by authorized person.)
