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American Jewelry Corp – ‘DEF 14A’ for 10/13/00

On: Monday, 9/18/00, at 3:53pm ET · For: 10/13/00 · Accession #: 910680-0-648 · File #: 0-28663

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/18/00  American Jewelry Corp             DEF 14A    10/13/00    1:32K                                    Troutman Sanders LLP

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement for United Venture         13     59K 

DEF 14A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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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 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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 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.                                                            

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         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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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.                                                              

                                                        [Enlarge/Download Table]


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 
-------------         ----------------------  ---------------------------  ------------- 
                                                                                         
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%     

*        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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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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         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

                                                        [Enlarge/Download Table]

--------------------------------------- ---------- --------------------- -------------------- ----------------------
                                                   Annual                                     Long-Term             
                                                   Compensation                               Compensation          
                                                                         Other Annual                               
Name and Principal                                 Salary                Compensation         Awards/Options        
Position                                Year       ($)                   ($)                  (#)                   
--------------------------------------- ---------- --------------------- -------------------- ----------------------
                                                                                                                    
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        
--------------------------------------- ---------- --------------------- -------------------- ----------------------

         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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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                                                        

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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                                 

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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 

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                                                                       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.                            

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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                                                              

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 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                                                  

                                                                [Download Table]

                                                                                 
|_| FOR ALL NOMINEES LISTED BELOW             |_|  WITHHOLD AUTHORITY            
    (except as marked to the contrary below)       to vote for all nominees below

 (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.)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	7/24/01	10
	5/10/01	10
For Period End:	10/13/00	2	13
Filed on:	9/18/00
	9/13/00	2	10
	9/5/00	2	13
	8/31/00	5
	6/30/00	8		10QSB
	6/13/00	8
	4/5/00	8
	12/31/99	7	10
	9/30/99	8
	12/17/98	8
	11/26/98	7
				List all Filings

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Filing Submission 0000910680-00-000648 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

American Jewelry Corp – ‘DEF 14A’ for 10/13/00

On: Monday, 9/18/00, at 3:53pm ET · For: 10/13/00 · Accession #: 910680-0-648 · File #: 0-28663

Previous ‘DEF 14A’: None · Next: ‘DEF 14A’ on 4/13/01 for 4/30/01 · Latest: ‘DEF 14A’ on 12/18/01 for 12/21/01

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents