SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934


[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number 0-28663

                             AMERICAN JEWELRY CORP.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

             Delaware                                     65-0675444
  -------------------------------                     ------------------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

  131 West 35th Street, New York, NY                        10001
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code: 212-736-0880

Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section 12(g) of the Exchange Act: Common Stock,
$.001 par value

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes  X      No
                                    -------     -------

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's  revenues for its most recent fiscal year December 31, 2000:
$1,732,565.00.

     The aggregate  market value as at March 30, 2001 of the Common Stock of the
issuer, its only class of voting stock, held by non-affiliates was approximately
$5,118,188.39  calculated on the basis of the closing price of such stock on the
Nasdaq  Bulletin Board on that date.  Such market value excludes shares owned by
all  executive  officers  and  directors  (but  includes  shares  owned by their
spouses);  this should not be construed as indicating  that all such persons are
affiliates.

     The number of shares  outstanding of the issuer's  Common Stock as at March
30, 2001 was 337,564,057.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.


Transitional Small Business Disclosure Format   Yes       No   X
                                                   -----     -----

                                      -1-
<PAGE>

                           FORWARD LOOKING STATEMENTS

     Certain  statements in this Report under the captions  "Item 1.  Business,"
"Item 2.  Properties"  and "Item 6.  Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations,"  and elsewhere in this Report
constitute  "forward-looking  statements"  within  the  meaning  of the  Private
Securities   Litigation   Reform   Act  of  1995  (the   "Reform   Act").   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual result,  performance or  achievements of
the Company, or industry trends and results, to be materially different from any
future results, trends, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors include,
among others, the following: general economic and business conditions;  industry
conditions and trends; competition;  changes in business strategy or development
plans;  availability,  terms and deployment of debt and equity capital; relative
values of the United States currency to currencies in the countries in which the
Company's  customers  and  competitors  are located;  availability  of qualified
personnel;  changes in, or the failure to comply with,  government  regulations.
These and certain other  factors are discussed  from time to time in this Report
and  from  time to time in  other  Company  reports  hereafter  filed  with  the
Securities and Exchange Commission. The Company does not assume an obligation to
update the factors discussed in this Report and other factors referenced in this
Report.

     When used in this Report, the words "may",  "will,  "expect,"  anticipate,"
"continue,"  "estimate,"  "project,"  "intend",  "strategy"  and "pro forma" and
similar  expressions  are  intended  to  identify   forward-looking   statements
regarding events,  conditions and financial trends that may affect the Company's
future plans of operations,  business strategy,  operating results and financial
position.   Any  forward  looking   statements  are  not  guarantees  of  future
performance  and are  subject to risks and  significant  uncertainties  and that
actual  results  may  differ   materially   from  those   included   within  the
forward-looking statements as a result of various factors.


                                     PART 1
                                     ------

Item 1. Business
----------------

     The Company was incorporated in May 1996 under the name Travelnet
International, Corp. In 1998 the Company discontinued as a tour organizer and
changed its name to United Ventures Group, Inc. On October 13, 2000, pursuant to
the approval of the Company's stockholders at its Annual Meeting of
Stockholders, the Company changed its name to American Jewelry Corp. In November
1998, the Company acquired all of the outstanding shares of common stock of
Shilaat Corp., a New York corporation, in exchange for the issuance of 3,750,000
shares of common stock of the Company. Shilaat Corp. is not an operating entity
but owns all of the


                                      -2-
<PAGE>

outstanding shares of common stock of Jarnow Corp., the Company's only active
subsidiary. Between November 1993 and April 1994, Jarnow acquired the assets of
Ultimar Creations, Inc., a manufacturer of fashion earrings and rings, for a
consideration of approximately $1,575,000, the assets of the American Charm
division of Goldline Co., a manufacturer of charms, for a consideration of
approximately $394,000, and the assets of Joe Eisenberger & Co., Inc., a
manufacturer of staple earrings and rings for a consideration of approximately
$2,948,000.

     The Company is a manufacturer, designer and distributor of karat gold
jewelry in the United States. It offers its customers a large selection of
jewelry styles, consistent product quality and prompt delivery of product
orders. The principal product line is a wide assortment of 14 karat gold
earrings, charms, bracelets and rings. The Company offers over 1000 styles of
gold charms, earrings, bracelets and rings, with the majority of such products
retailing between $50 and $300. Some of the gold jewelry is accented with
colored gemstones.

Recent Developments
-------------------

     On April 7, 2000, the Company completed a merger with Advanced Ceilings
Supplies Corp. ("ACSC"). ACSC was incorporated in Colorado to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic business. As of the date of the merger,
ACSC had not yet commenced any formal business operations. The transaction was
consummated pursuant to a Share Purchase Agreement (the "Agreement") that was
entered into by and among the Company, ACSC and certain shareholders of ACSC on
April 3, 2000. Pursuant to the Agreement, the Company acquired 660 shares of
common stock of ACSC for $163.69 per share, which constituted 98.2% of the
issued and outstanding common stock of ACSC. The Company purchased the remaining
12 shares of common stock of ACSC at $163.69 per share from certain other
shareholders of ACSC pursuant to various sale agreements dated April 6, 2000.
ACSC was subsequently merged with and into the Company and the ACSC's name was
changed to United Ventures Group, Inc. The source of cash consideration for the
merger was from working capital of the Company. At the time of the merger, ACSC
elected to adopt the Company's December 31 fiscal year rather than ACSC's August
31, fiscal year. A Transition Report on Form 10-KSB was filed on August 9, 2000
pursuant to Rule 13a-10(b) of the Securities Exchange Act of 1934.

     On October 2, 2000, the Company entered into a Purchase, Lease and Service
Agreement with DKS Holding Corp., a New York corporation, DKS Ltd., a New York
corporation, and Mr. Kalman Strobel (the "Purchase Agreement"). Pursuant to the
Purchase Agreement, the Company acquired all of the outstanding shares of NIGT,
Inc., a Delaware corporation from DKS Holding Corp. for consideration in the
total aggregate amount of $750,000. Contemporaneously with the closing of this
transaction, the Company entered into a sub-lease with D.K.S. Ltd. (the terms
and


                                        3
<PAGE>

provisions of which are set forth in further detail in Item 2), and an
Independent Contractor's Agreement with Mr. Kalman Strobel.

     Customers and Markets. The Company's customers include mass merchandisers
such as JC Penny Company, Inc. and Zales, home shopping networks such as QVC,
and jewelry wholesalers and distributors. In fiscal 1999 and 2000, the Company's
five largest customers accounted for approximately 58% and 80% of net sales,
respectively. In 1999, JC Penny Company, Inc., Design by FMC and AAN, Ltd.
accounted for approximately 16%, 13% and 10% of our sales, respectively. In
2000, AAN, Ltd. accounted for sales of approximately 19%, Designs by FMC, IT,
Corp. and JYB Corp. accounted for 17%, each. No other customer accounted for
more than 10% of our sales in 1999 and 2000. The Company is dependent on these
large customers and the loss of, or decreased orders from, the largest customers
could have a material adverse effect on the business.

     Raw Materials. The principal raw materials purchased by the Company are
gold and semi-precious stones. Approximately 90% of the Company's purchases are
gold and 10% precious and semi-precious stones. The Company purchases both its
gold requirements and its precious and semi-precious stones from Linea Nuova in
Lima, Peru and HSBC Bank in New York, as well as other local and offshore
suppliers in both small and large quantities. Gold acquired for manufacture is
at least .9995 fine and is then combined with other metals to produce 14 karat
and 10 karat gold. The term "karat" refers to the gold content of alloyed gold,
measured from a maximum of 24 karats (100% fine gold). Varying quantities of
metals such as silver, copper, nickel and zinc are combined with fine gold to
produce 14 karat gold of different colors.

     Trademarks. The Company owns United States trademarks for some of its
various brand names including American Charm(R) and Jarnow(R) but these
trademarks are not material to its business. The Company also uses various
unregistered tradenames, trademarks and service marks.

     Competition. The Company encounters competition primarily from
manufacturers with national and international distribution capabilities and, to
a lesser extent, from small regional suppliers of jewelry. The principal
competitive factors in the industry are price, quality, design and customer
service. The Company's specialized customer service programs are important
competitive factors in sales to non-traditional jewelry retailers, including
television shopping networks and discount merchandisers.

     Environmental. Due to the manufacturing operations of the Company, the
Company is required to comply with regulations relating to the disposal of waste
water and hazardous wastes and operation of air exhaust systems. The Company is
required to send samples of its wastewater to a laboratory certified by the
State of New York for analysis on a semi-annual basis. In the past, this
analysis has come back reporting acceptable levels of metals in waste waters.
The only hazardous waste


                                        4
<PAGE>

generated by the Company results from using cyanide in the bombing operation.
Because the Cyanide waste is shipped to a precious reclaimer, the Company is
exempt from such regulations. The Company is required to obtain a permit from
the New York City Department of Environmental Protection Bureau of Air Resources
to operate any exhaust fans.

     Employees. The Company maintains an in-house design staff to create new
designs for its products and to work closely with its senior officers and
marketing personnel to develop new products meeting the needs of its customers.
At December 31, 2000 the Company employed 28 full time employees. Of such
employees, two were employed in management, three in sales and design, 19 in
refining, machining, finishing, polishing, assaying, and fabricating, and 4 in
administration.

Item 2.     Properties.
-------     -----------

     As of December  31,  2000,  the  Company's  executive  offices and the main
production  and  distribution  center  for  its  jewelry  is  housed  in  leased
facilities  totaling  approximately 8,500 square feet in New York, New York. The
Company  believes its facilities are adequate for its present needs. The term of
the  sub-lease  is five (5)  years,  which  commenced  on  October  2,  2000 and
terminates on October 2, 2005.  The terms of the  sub-lease  provide for monthly
rental  payments  until  June 1, 2001 in the  amount of  $13,135,  plus  monthly
maintenance of $5,100  initially.  The yearly rent shall increase  commencing on
June 1st of each year as follows: (i) in 2001 the monthly rent shall increase to
$13,780 per month, plus monthly maintenance; (ii) in 2002 the monthly rent shall
increase  to $14,470  per month,  plus  monthly  maintenance;  (iii) in 2003 the
monthly  rent shall  increase  $15,195;  and (iv) in 2004 the monthly rent shall
increase to $15,955.  Monthly maintenance payments may be subject to increase or
decrease.

Item 3.     Legal Proceedings.
-------     ------------------

The Company is involved in the following lawsuits and claims:

a)   The Company is one of several defendants in a case filed on December 27,
     1999, collectively alleging various causes of action which, in summary,
     alleges that, in connection with a New Jersey real estate transaction that
     occurred in the later part of 1993, the Company and/or its principal were
     the recipients of certain sums of money that were initially fraudulently
     obtained (by a third party) from complainant. The petition seeks damages in
     the amount of $6,200,000.

     In March 2000, the Company, its principals and certain other defendants
     filed a motion to dismiss the petition for lack of subject matter
     jurisidiction. On October 2, 2000, the Company's motion to dismiss the
     above-referenced matter for lack of subject matter jurisdiction was granted
     by the federal court.


                                        5
<PAGE>

     However, in January 2001, the plaintiff in such action filed a
     substantially identical action in state court. The Company filed an Answer
     on March 16, 2001, denying the allegations set forth in the Petition.

     Management will vigorously contest the allegations set forth in the
     Petition, and believe that these allegations are without merit. At this
     incipient stage of the litigation, it is too premature to evaluate the
     likelihood of an unfavorable outcome in the event this matter should go to
     trial or the likelihood of a favorable settlement prior to trial. The
     foregoing notwithstanding, management and the principals are of the belief
     that at least fifty-percent of the six million dollars in damages sought by
     the complainant are susceptible to dismissal by motion for summary judgment
     prior to completion of discovery and significantly before trial.

b)   On or about February 4, 2000, a Preliminary Order of forfeiture (the
     "Order") was filed by the US Government pursuant to a Special Verdict of
     Forfeiture rendered by a jury. The Company is among the sixty-two
     items/entities listed in the Order to which the government asserts and
     entitlement and/or (undefined) ownership interest. Pursuant to the Order,
     the Company had thirty days from the final date of publication of the
     notice in a newspaper or receipt of actual notice from the government, by
     which to file a petition asserting claims to any right, title or interest
     in the properties listed in the order.

     On or about July 11, 2000, the Company filed a Petition of Innocent Owner
     of behalf of the Company (then known as United Ventures Group, Inc.), its
     affiliates, subsidiaries and shareholders, which refutes and denies the
     government's allegations in this matter.

     On or about September 27, 2000, the Company entered into a Joint Proposed
     Scheduling Order that provides for completion of discovery by July 31,
     2001, and the filing of dispositive motions by September 30, 2001. In view
     of the fact that neither motion practice, nor discovery, has begun, it is
     highly likely that there will be several extensions of these deadlines
     delaying the matter until 2002.

c)   On December 7, 1999, a complaint was filed alleging various causes of
     action relating to the Company's (i) alleged failure to timely file a
     registration statement, and (ii) alleged default on a promissory note. The
     obligation to file a registration statement and the promissory note relate
     to the plaintiffs' purchase of a certain 8% Convertible Debenture due 2002
     of the Company in the original principal amount of $1,200,000 (the
     "Debenture"). The Complaint seeks damages in excess of one million dollars
     ($1,000,000). The Company filed an Answer, and Affirmative Defenses on or
     about February 3, 2000.


                                        6
<PAGE>

     The plaintiffs and the Company executed a settlement agreement dated as of
     December 31, 2000, which provides for dismissal of the matter with
     prejudice provided that third-party purchasers deliver to the plaintiffs
     one million dollars ($1,000,000) as payment on their purchase of the
     Debenture by March 29, 2001. As of April 10, 2001, the purchasers have
     delivered $400,000 of the required purchase amount; it is expected however,
     that the balance of the purchase price will be delivered shortly  and that
     the plaintiffs will agree to an extension of time to accommodate the
     purchasers.


Item 4.     Submission of Matters to a Vote of Security Holders
-------     ---------------------------------------------------

The 2000  Annual  Meeting of  Stockholders  was held on October  13,  2000.  The
following  directors  were elected at the meeting:  Isaac Nussen,  George Weisz,
Eric J.  Rothschild  and Israel Braun.  The  following is a description  of each
matter voted upon at the meeting and the votes cast for, against or withheld, as
well as the number of abstentions and broker non-votes as to each matter, with a
separate tabulation for each director nominee.

            The election of four directors:
                                                  STOCKHOLDER VOTES
                                                  -----------------

                                          FOR                     WITHHELD
                                          ---                     --------

            Isaac Nussen                  189,495,879             1,497,523
            George Weisz                  189,664,879             1,328,523
            Eric J. Rothschild            189,695,579             1,297,823
            Israel Braun                  189,654,379             1,339,023

An amendment to the  Certificate  of  Incorporation  to Increase the  Authorized
Shares of Common Stock:

            STOCKHOLDER VOTES
            -----------------
            For:                187,022,137
            Against:              3,907,050
            Abstentions:             64,215
            Broker non-votes:             0

An amendment to the Certificate of Incorporation to Change the Company's Name to
"American Jewelry Corp.":

            STOCKHOLDER VOTES
            -----------------
            For:                190,239,052
            Against:                679,606
            Abstentions:             74,744
            Broker non-votes:             0




                                       7
<PAGE>

                                     PART II
                                     -------

Item 5.     Market  for the  Common  Equity  and  Related  Stockholder Matters.
-------     -------------------------------------------------------------------

The  Company's  Common Stock has been traded on the Nasdaq  Electronic  Bulletin
Board under the symbol AMJY since  October  20,  2000 and  previously  under the
symbol UVGI,  since October 7, 1998. The following table sets forth the high and
low bid prices for the Company's Common Stock for each quarterly period for each
of the last two fiscal years from January 1, 1999 through  December 31, 2000, as
reported by Nasdaq. The Nasdaq quotations are without retail markups,  markdowns
or commissions and may not represent actual transactions.

                                       High                    Low
                                       ----                    ---

         Fiscal 1999
         -----------
         First Quarter                 8.5                    1.50
         Second Quarter                4.50                   1.875
         Third Quarter                 2.50                   0.625
         Fourth Quarter                1.00                   0.016

         Fiscal 2000
         -----------
         First Quarter                 0.9375                 0.0313
         Second Quarter                0.4531                 0.0625
         Third Quarter                 0.1875                 0.0156
         Fourth Quarter                0.2031                 0.0156



There were approximately 80 holders of record of common stock as of December 31,
2000.

Holders of common stock are entitled to dividends, when, as, and if declared by
the Board of Directors out of funds legally available therefore. The holders of
the Common Stock may not receive dividends until the holders of the Preferred
Stock, if issued, receive all accrued but unpaid dividends. The Company has not
paid any cash dividends on its common stock and, intends to retain earnings, if
any, for the immediate future to finance the development and expansion of the
business. In addition, the terms of convertible debentures prohibit the Company
from paying dividends without the lender's consent.

Item 6.     Management's Discussion and Analysis
------      ------------------------------------

Results of Operations
---------------------

Comparison of fiscal year ended December 31, 2000 and fiscal year ended
December 31, 1999


                                       8
<PAGE>

     NET SALES. Net sales amounted to $9,044,000 for the year ended December 31,
2000, compared to $6,981,000, an increase of $2,063,000 or 30% from the year
ended December 31, 1999. The increase is due to : (a) the increase in the
recognition of sales that were shipped in 1999, but recognized in the year 2000
as per the cost recovery method, (b) additional sales from our NIGT division,
acquired during 2000, and (c) the broadening of our product lines.

     GROSS PROFIT. Gross profit increased by $1,607,000 or 1280% to $1,733,000
for the year ended December 31, 2000, from $125,000 for the year ended December
31, 1999. Gross profit as a percentage of net revenue increased to 19% for the
year ended December 31, 2000 from 2% for the year ended December 31, 1999. The
increase in gross profit as a percentage of net revenues is attributable to
global sourcing of production, improved production and reduction of bad debts.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $5,000 or 0.2% to $1,711,000 or 19% of net
revenues for the year ended December 31, 2000, from $1,707,000 or 24% of net
revenues for the year ended December 31, 1999. Costs as a percentage of sales
were reduced due to ongoing successful cost cutting efforts.

     BAD DEBT. Bad debt expenses of $4,165,000 in 1999 were reversed in 2000 by
collection on certain sales deemed uncertain in 1999. Collection of such sales
in year 2000 were $1,871,706.

     INTEREST EXPENSES. Interest expenses increased to $353,000 for the year
ended December 31, 2000 from $313,000 for the year ended December 31, 1999.
Interest non-cash increased in 2000 to $23,326,000 from $1,906,000 due to
imputed interest on Convertible Debentures, beneficial convertible features and
conversion inducement expense.

 Liquidity and Capital Resources
--------------------------------

     Historically, the Company financed operations principally through
collections of accounts receivable, loans from financing institutions, issuance
of stock and advances from officers. In the year ended December 31, 2000, the
Company financed operations from collection of receivables and proceeds obtained
from the issuances of


                                       9
<PAGE>

convertible debentures. As a result of repayment of all debts to finance
institutions, we believe we are able to finance future operations from cash
generated operations.

     Working capital increased by $9,712,000 to $8,236,000 at December 31, 2000,
from a deficit of $1,475,000 in December 1999.

     The Company's operating activities generated cash in the amount of
$3,532,000 for the year ended December 31, 2000 as compared to cash used in the
amount of $1,608,000 in the year ended December 31, 1999.

     Net cash used in investing activities was $760,000 for the year ended
December 31, 2000, as compared to $0 during the year ended December 31, 1999.
The Company's primary investing activities consisted of the purchase of
equipment and customer lists.

     The Company used net cash in financing activities in the amount of
$2,770,000 during the year ended December 31, 2000, as compared to cash which
was generated from financing activities in the amount of $1,692,000 during the
year ended December 31, 1999. The principal use of cash in financing activities
for the year ended December 31, 2000 was repayment of debt to the financial
institution and stockholders. The principal source of funds from financing
activities was proceeds from debentures and the issuance of stock.





                                       10
<PAGE>

Item 7.     Financial Statements
-------     --------------------


                             AMERICAN JEWELRY CORP.
                                       AND
                                  SUBSIDIARIES

                         REPORT ON AUDIT OF CONSOLIDATED
                              FINANCIAL STATEMENTS

                                   YEARS ENDED
                           DECEMBER 31, 2000 AND 1999


<PAGE>



                     AMERICAN JEWELRY CORP. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                     PAGE
                                                                    NUMBER
                                                                    ------

    Independent Auditors' Report                                      F-2

    Consolidated Financial Statements:

        Balance Sheet                                                 F-3

        Statements of Operations                                      F-4

        Statements of Stockholders' Equity                            F-5

        Statements of Cash Flows                                      F-6

        Notes to Financial Statements                             F-7 - F-15

<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Stockholders
American Jewelry Corp.
New York, New York

       We have audited the accompanying  consolidated  balance sheet of American
Jewelry  Corp.  and  Subsidiaries  as of  December  31,  2000  and  the  related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2000  and  1999.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

       We conducted our audits in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

       In our  opinion,  the  financial  statements  referred  to above  present
fairly,  in all material  respects,  the financial  position of American Jewelry
Corp. and Subsidiaries as of December 31, 2000 and the results of its operations
and its cash flows for the years ended  December 31, 2000 and 1999 in conformity
with generally accepted accounting principles.

                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants
New York, New York
March 27, 2001

                                      F-2

<PAGE>
                          AMERICAN JEWELRY CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000

                                      ASSETS
                                      ------
<TABLE>
<CAPTION>

CURRENT ASSETS:
<S>                                                                              <C>
Cash                                                                             $              99,308
Accounts receivable-net of allowance for doubtful
  accounts of $ 163,000                                                                      1,734,135
Inventories                                                                                  8,918,820
                                                                                   --------------------
   TOTAL CURRENT ASSETS                                                                     10,752,263

PROPERTY AND EQUIPMENT, net                                                                    474,147

OTHER ASSETS :
Intangible assets                                                                              337,500
Other                                                                                           40,900
                                                                                   --------------------
                                                                                 $          11,604,810
                                                                                   ====================

                       LIABILITIES AND STOCKHOLDERS' EQUITY
                       ------------------------------------

CURRENT LIABILITIES:
Accounts payable and accrued expenses                                            $             891,814
Loans payable                                                                                  520,000
Convertible debentures                                                                       1,104,321
                                                                                   --------------------
   TOTAL CURRENT  LIABILITIES                                                                2,516,135
                                                                                   --------------------

DUE TO STOCKHOLDERS                                                                            914,964
                                                                                   --------------------

STOCKHOLDERS' EQUITY:
Common Stock, $.001 par value  - 350,000,000 shares authorized,
  308,001,390 shares issued and outstanding                                                    308,001
Preferred stock, $.001 par value - 5,000,000 shares authorized,
  200,000 Series A shares issued and outstanding                                                   200
Additional paid-in capital                                                                  43,019,857
Accumulated deficit                                                                        (35,154,347)
                                                                                   --------------------
  TOTAL STOCKHOLDERS' EQUITY                                                                 8,173,711
                                                                                   --------------------
                                                                                 $          11,604,810
                                                                                   ====================
</TABLE>

                 See notes to consolidated financial statements

                                       F-3
<PAGE>
                          AMERICAN JEWELRY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                           Year ended December 31,
                                                                                           -----------------------
                                                                                           2000                1999
                                                                                    --------------------  ----------------
<S>                                                                               <C>                   <C>
Net sales                                                                         $           9,044,308 $       6,980,670

Cost of goods sold                                                                            7,311,743         6,855,358
                                                                                    --------------------  ----------------

Gross profit                                                                                  1,732,565           125,312

Selling, general and administrative expenses                                                  1,711,174         1,706,549

Stock compensation                                                                            2,159,805          -

Bad debts (recovery)                                                                         (1,871,706)        4,165,058
                                                                                    --------------------  ----------------

                                                                                               (266,708)       (5,746,295)

Interest expense                                                                                352,772           312,616
Interest expense - non-cash                                                                  23,325,880         2,924,147
                                                                                    --------------------  ----------------

Loss before extraordinary items                                                             (23,945,360)       (8,983,058)

Extraordinary items - loss on early
extinguishment of debt, net of taxes                                                           397,138            640,402
                                                                                    --------------------  ----------------

Net loss                                                                          $         (24,342,498)$      (9,623,460)
                                                                                    ====================  ================

Basic and diluted net loss per common share:
       Continuing operations                                                      $               (0.21)$           (1.35)
       Extraordinary item                                                                         (0.00)            (0.10)
                                                                                    --------------------  ----------------
       Net loss                                                                   $               (0.22)$           (1.45)
                                                                                    ====================  ================

Weighted average common shares outstanding                                                  111,466,732         6,643,326
                                                                                    ====================  ================
</TABLE>

                 See notes to consolidated financial statements

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                                       AMERICAN JEWELRY CORP.
                                                          AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                Common Stock   Preferred Stock, Series A
                             ($.001 par value)     ($.001 par value)   Additional                                           Stock-
                          ----------------------  ------------------    Paid-in    Subscription  Accumulated   Deferred     holders'
                              Shares     Amount    Shares     Among     Capital     Receivable    deficit    Compensation    Equity
                          ------------  --------  --------  --------  ------------  ----------  ------------  ----------  ----------
<S>                       <C>           <C>       <C>       <C>       <C>           <C>         <C>           <C>         <C>
Balance, December 31, 1998  4,400,010   $  4,400      -     $    -    $  6,506,971  $(250,000)  $(1,188,389)  $     -    $5,072,982

Issuance of stock          20,350,982     20,351   200,000       200      1,634,727   (957,578)         -           -       697,700

Issuance of common stock      100,000        100      -          -          204,900       -             -      (205,000)       -
 for compensation

Amortization of deferred         -          -         -          -             -          -             -        68,333      68,333
 compensation

Issuance of common stock       80,000         80      -          -          208,420       -             -          -        208,500
 for financing

Issuance of warrants             -          -         -          -        1,349,286       -             -          -      1,349,286

Subscription received            -          -         -          -             -      250,000           -          -        250,000

Beneficial conversion            -          -         -          -          562,000       -             -          -        562,000
 features of convertible
 debentures

Officers' compensation           -          -         -          -          454,000       -             -          -        454,000
 contributed to capital

Interest due to shareholders
 contributed to capital          -          -         -          -           29,763       -             -          -         29,763

Net loss                         -          -         -          -             -          -      (9,623,460)       -     (9,623,460)
                            ----------    ------   -------       ---    ----------   --------   -----------    --------  ----------
Balance, December 31,       24,930,992    24,931   200,000       200    10,950,067   (957,578)  (10,811,849)   (136,667)   (930,896)
 1999

Issuance of common stock       405,000       405      -          -          83,775        -             -          -         84,180
 for compensation

Amortization of deferred         -          -         -          -            -           -             -       136,667     136,667
 compensation

Issuance of common stock     4,000,000     4,000      -          -       4,130,981        -             -          -      4,134,981
 for settlement of debt

Issuance of stock for
 convertible debentures'
 principal and interest    270,515,398   270,515      -          -       3,275,500                      -          -      3,546,015

Issuance of common stock
 for compensation
 to shareholders             7,750,000     7,750      -          -       2,067,875                      -          -      2,075,625

Subscription received                       -         -          -        (799,996)  799,996            -          -           -
 reversed

Stock and cash issued to
  acquire Advanced Ceiling     400,000      400       -          -        (200,400)      -              -          -       (200,000)

Beneficial conversion
 features and conversion
 inducement expense of
 convertible debentures          -          -         -          -      22,585,000       -              -          -     22,585,000

Officers' compensation           -          -         -          -         450,000       -              -          -        450,000
 contributed to capital

Interest due to shareholders
 contributed to capital          -          -         -          -         477,055       -              -          -        477,055

Net loss                         -          -         -          -            -          -       (24,342,498)       -   (24,342,498)
                          ------------  --------  --------  --------  ------------  ----------  ------------  ----------  ----------
Balance, December 31,      308,001,390  $308,001   200,000  $    200  $ 43,019,857  $    -      $(35,154,347) $    -     $8,173,711
 2000                     ============  ========  ========  ========  ============  ==========  ============  ==========  ==========
                                           See Notes to consolidated financial statements
</TABLE>
                                                                 F-5
<PAGE>
                          AMERICAN JEWELRY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                   Year ended December 31,
                                                                   -----------------------
                                                                    2000             1999
                                                                    ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES :
<S>                                                            <C>              <C>
    Net loss                                                   $ (24,342,498)   $ (9,623,460)
                                                                 ------------     -----------
    Adjustment to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation                                                    90,027         319,326
      Amortization                                                   273,795         117,048
      Bad debts                                                       -            4,165,058
      Officers' compensations contributed to capital                 450,000         454,000
      Stock compensation                                           2,159,805           -
      Discount on convertible debentures                             442,327           -
      Imputed interest on loan from shareholders                     477,055         238,263
      Interest expenses on conversion benefit                     22,814,053         562,000
      Amortization of deferred compensation                          136,667          68,333
      Extinguishment of debt                                         397,138         640,402
      Write-off of deferred financing and offering costs              -              460,530
    Change in assets and liabilities;
      Accounts receivable                                            638,720      (1,406,264)
      Inventories                                                    866,910       1,505,219
      Prepaid expenses and other assets                               -                2,613
      Other assets                                                   (23,275)          -
      Accounts payable and accrued expenses                         (848,552)        889,078
                                                                 ------------     -----------
        Total adjustments                                         27,874,670       8,015,606
                                                                 ------------     -----------
Net cash provided by (used in) operating activities                3,532,172      (1,607,854)
                                                                 ------------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES :
      Acquisition of property and equipment                         (385,000)          -
      Acquisition of customer list                                  (375,000)          -
                                                                 ------------     -----------
Net cash used in investing activities                               (760,000)          -
                                                                 ------------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Repayment of notes payable - financial instituions          (2,163,551)     (1,036,816)
      Proceeds from convertible debentures                         2,409,000         997,000
      Repayment of loan payable                                     (130,000)          -
      Proceeds from loans payable                                     -            1,310,688
      Increase (decrease) in cash overdraft                           -             (146,065)
      Stock subscription received                                    157,582         250,000
      Proceeds from issuance of stock                                     (0)        697,700
      Repayment to stockholders                                   (3,043,360)       (380,216)
                                                                 ------------     -----------
Net cash (used in) provided by financing activities               (2,770,329)      1,692,291
                                                                 ------------     -----------

Net increase in cash                                                   1,843          84,437

Cash - beginning of year                                              97,465          13,028

                                                                 ------------     -----------
Cash - end of year                                             $      99,308    $     97,465
                                                                 ============     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION :
      Interest paid                                            $     312,616    $  1,055,328
                                                                 ============     ===========

      Taxes paid                                               $       7,918    $     14,248
                                                                 ============     ===========

OFFICERS' COMPENSATION CONTRIBUTED TO CAPITAL                  $     450,000    $    454,000
                                                                 ============     ===========

IMPUTED INTEREST ON LOANS  AND CONVERTIBLE DEBENTURES          $     598,266    $     38,373
                                                                 ============     ===========
NON-CASH FINANICING AND INVESTING ACTIVITIES:
      Write-off of deferred financing and offering costs       $     236,295    $    159,672
                                                                 ============     ===========
      Forgiveness of notes payable by related party            $           -    $    500,000
                                                                 ============     ===========
      Issuance of stock for settlement of debt                 $   4,446,040    $          -
                                                                 ============     ===========
</TABLE>
                 See notes to consolidated financial statements
                                       F-6
<PAGE>

                     AMERICAN JEWELRY CORP. AND SUBSIDIARIES
                     ---------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                           DECEMBER 31, 2000 AND 1999
                           --------------------------

1.       THE COMPANY
         -----------

         American Jewelry Corp. ("AMJ") formerly known as United Ventures Group,
         Inc. and as Travelnet International,  Corp. ("Travelnet") was organized
         in May 1996. In 1999,  Travelnet  discontinued its operations as a tour
         organizer and changed its name to United Ventures Group,  Inc. and then
         in the year 2000 changed its name to American Jewelry Corp.

         In October 1999, AMJ acquired all of the issued and outstanding  shares
         of Shilaat Corp.  ("Shilaat"),  a New York shell Corp. formed In August
         1999,  which acquired all of the shares of Jarnow Corp.  ("Jarnow"),  a
         company which was incorporated in 1993 and manufactures and distributes
         gold jewelry,  in exchange for  3,750,000  shares of AMJ's common stock
         (the  "Exchange").  The  Exchange was  completed  pursuant to the Stock
         Exchange  Agreement between AMJ, Shilaat and Odyssey  Acquisition Corp,
         in which  1,500,000  shares  were issued to Odyssey  Acquisition  Corp,
         which owned 40% of Shilaat and 2,250,000  shares were issued to the two
         other stockholders who owned the remaining 60% of Shilaat. The Exchange
         has been  accounted  for as a reverse  acquisition  under the  purchase
         method for business combinations.

         On April 11, 2000,  American Jewelry Corp.,  ("AMJ") completed a merger
         with Advanced  Ceiling  Supplies Corp.  ("ACSC").  The  transaction was
         consummated  pursuant to a share  purchase  agreement  that was entered
         into by and among AMJ, a Delaware  Corp.,  ACSC, a Colorado  Corp.  and
         certain  shareholders  of ACSC. ACSC was  subsequently  merged with and
         into AMJ.

         Hereinafter,  AMJ, Shilaat, and Jarnow are collectively  referred to as
         the "Company".

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Use  of  Estimates  -  The  presentation  of  financial  statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

         Inventories - Inventories  consisting  mainly of gold are stated at the
         lower of cost,  determined by the first-in first-out method, or market.

         Allowance for Doubtful  Accounts and Returns - Provisions for losses on
         accounts

                                      F-7
<PAGE>

         receivable  are  made in  amounts  required  to  maintain  an  adequate
         allowance for doubtful accounts.  Accounts  receivables are written off
         against  such  allowance  when it is  determined  by the  Company  that
         collection will not be received.

         Property and  Equipment - Property and  equipment are recorded at cost.
         Depreciation  is  provided  using the  straight-line  method over their
         estimated  useful lives of 5 years.  Depreciation  expense for December
         31, 2000 and 1999 is $90,027 and $319,326, respectively.

         Revenue Recognition - The Company recognizes sales upon shipment of its
         products.   The  Company   also   provides   for  bad  debts  that  are
         uncollectible.  In circumstances where there is significant uncertainty
         to  reasonably  estimate  the extent of  payments  to be  received  the
         Company uses the cost recovery  method whereby revenue is recorded only
         when collection occurs.

         Income  Taxes - Income  taxes  are  accounted  for under  Statement  of
         Financial  Accounting Standards No. 109, "Accounting for Income Taxes,"
         which is an asset and liability  approach that requires the recognition
         of deferred  tax assets and  liabilities  for the  expected  future tax
         consequences  of  events  that have been  recognized  in the  Company's
         financial statements or tax returns.

         Impairment of Long-Lived Assets - The Company reviews long-lived assets
         for impairment  whenever  circumstances and situations change such that
         there is an indication that the carrying  amounts may not be recovered.
         At  December  31,  2000,  the Company  believes  that there has been no
         impairment of its long-lived assets.

         Fair Value of Financial  Instruments - The carrying amounts reported in
         the  balance  sheet  for  cash,   receivables,   and  accounts  payable
         approximate their fair market value based on the short-term maturity of
         these instruments.

         New  Accounting  Pronouncement  -  The  Company  adopted  Statement  of
         Financial Accounting Standard No. 133 ("SFAS No. 133"), "Accounting for
         Derivative  Instruments and Hedging  Activities" as amended by SFAS No.
         137 for the year ended  December 31, 2000.  SFAS No. 133  establishes a
         new model for accounting  for  derivatives  and hedging  activities and
         supersedes and amends a number of existing  standards.  The application
         of the  new  pronouncement  did  not  have  a  material  impact  on the
         Company's financial statements.

         Earnings  Per  Share  - The  Company  has  adopted  the  provisions  of
         Financial  Accounting  Standards No. 128,  "Earnings Per Share".  Basic
         earnings  per share is based on the weighted  average  number of shares
         outstanding.  Potential  common shares  included in the  computation of
         diluted   earnings  per  share  are  not  presented  in  the  financial
         statements, as their effect would be anti-dilutive.

         Stock based  compensation - The Company accounts for stock transactions
         in accordance with APB Opinion No. 25,  "Accounting For Stock Issued To
         Employees."  In  accordance  with  Statement  of  Financial  Accounting
         Standards   No.  123  (SFAS  123),   "Accounting   For

                                      F-8
<PAGE>

         Stock  -  Based  Compensation,"  the  Company  adopted  the  pro  forma
         disclosure requirements of SFAS 123.

         Principles of  Consolidation - The  consolidated  financial  statements
         include the accounts of the Company and its wholly owned  subsidiaries.
         All  material   intercompany   transactions   and  balances  have  been
         eliminated.

3.       INVENTORIES
         -----------

         Inventories consist of the following at December 31, 2000:

              Raw Materials                      $2,116,000
              Finished Goods                      6,802,820
                                                -----------
                                                 $8,918,820
                                                ===========

4.       PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment at December 31, 2000 consists of the following:

              Factory machinery and equipment             $624,859
              Furniture and fixtures                         5,800
              Leasehold improvements                        47,900
                                                 ------------------
                                                           678,559
              Less : Accumulated depreciation              204,412
                                                 ------------------
                                                          $474,147
                                                 ==================

5.       INTANGIBLE ASSETS - NET
         -----------------------

         The Company acquired a customer list from a competitor for $375,000.

         Amortization  expense of the customer  list amounted to $37,500 for the
         year ended December 31, 2000 respectively.

6.       LOANS PAYABLE
         -------------

         During the year ended  December 31, 2000,  the Company  borrowed  money
         from unrelated third parties on an informal  basis.  Such loans have no
         stated due date and therefore have been classified as current.  Imputed
         interest at a rate of 10% per annum has been accrued on the outstanding
         loan balances.

7.       NOTE PAYABLE
         ------------

         In June 1999,  the Company  entered into a financing  agreement  with a
         financial   institution  ("Finance  Company")  which  provided  initial
         funding of $6,500,000 based upon certain levels of accounts receivable,
         inventory  and  equipment,  and secured by the  Company's

                                      F-9
<PAGE>

         assets.  The  proceeds  of this loan  were used to repay the  Company's
         existing line of credit and term loan with a bank.  Additional advances
         were  made  to  the  Company  based  on  additional   sales  and  other
         requirements,  as defined.  In September 1999, the Company entered into
         an  arrangement  with the Finance  Company to settle the  obligation by
         executing the following;  (i) the issuance of a $2,000,000 note payable
         to the  Finance  Company  with  an  annual  interest  rate  of 10%  due
         September  2000 and  guaranteed  by the principal  shareholders  of the
         Company;  (ii) the  payment  of  $500,000  (see  below),  and (iii) the
         transfer of the  remaining  balance of the  existing  line of credit at
         September 30, 1999 of $3,477,460,  to the principal shareholders of the
         Company.

         Concurrent  with the above  financing,  the Company had entered  into a
         separate financing agreement with another financial institution,  which
         provided  for payment of $500,000  to the Finance  Company.  Funds were
         advanced  directly to the Company based on sales and levels of accounts
         receivable,  as defined,  and  collateralized  by the Company's assets.
         Such  advances  bear  interest  at the  rate  of 10% per  annum.  As of
         December 31, 2000 there was no amount owed under such loan.

         On April 5, 2000 a settlement  agreement  was reached in  consideration
         for the Finance  Company  canceling:  (a) a Term  Promissory Note dated
         September 30, 2000,  in the original  principal  amount of  $2,000,000,
         from the Company to the Finance Company; and (b) a Term Promissory Note
         dated  September  30,  2000,  in  the  original   principal  amount  of
         $3,477,460 (the "Note"), from principal  shareholders of the Company to
         the Finance  Company by the Company  making the following  payments and
         accepting certain covenants.

         a)       The  Company  made a  payment  of  $1,200,000  to the  Finance
                  Company in immediately available funds.

         b)       Principal shareholders of the Company had assigned the Note to
                  the Finance  Company.  The Finance  Company had  cancelled the
                  such  Note in return  for the  principal  shareholders  of the
                  Company's covenant not to receive any consideration whatsoever
                  in connection  with this  transaction and the canceling of the
                  such Note.

         c)       The Finance  Company and the Company had amended the  existing
                  Warrants  to  provide  for  the  Finance  Company's  right  to
                  purchase  a maximum  of four  million  shares  of the  Company
                  common  stock at a price of $.001 per share,  and the  Finance
                  Company  has  exercised  such  right by  tendering  payment of
                  $4,000.  The Finance  Company  will retain all other  existing
                  rights  under  the  Warrants  (i.e.,   piggyback  registration
                  rights), except as modified by point "d" below.

         d)       The Finance Company does not retain its  anti-dilution  rights
                  under  the  Warrant,  and does not have the  right  under  the
                  Warrant  or  otherwise  to buy  additional  shares  at any set
                  price,  other than the same  right as  members of the  general
                  public to purchase such shares as may become available through
                  the public markets at the prevailing price; and

                                      F-10
<PAGE>

         e)       The Finance Company returned to the principal  shareholders of
                  the Company all previously pledged shares of the Company,  and
                  released and returned all  corporate  and personal  guaranties
                  and pledge agreements of any nature.

         As a result of this settlement the Company has recognized as additional
         paid in capital the  extinguishment  of debt and interest of $4,446,040
         less $315,059 the value assigned to the warrants.

8.       DUE TO STOCKHOLDERS
         -------------------

         Due to  stockholders  in the  aggregate  amount of $914,964  represents
         advances from stockholders of the Company.  Interest is imputed on such
         loans at the rate of 10% per annum.

9.       COMMITMENTS AND CONTINGENCIES
         -----------------------------

         The Company leases space for its administrative offices, showrooms and
         its manufacturing facility.

         For the years ended  December 31, 2000 and 1999,  the Company  incurred
         total rent expense amounting to $221,633 and $150,992 respectively.

         The Company is involved in various following lawsuits and claims:

         a)       The Company was one of several  defendants  in a case filed on
                  December 27, 1999,  collectively  alleging  various  causes of
                  action which,  in summary,  alleges that, in connection with a
                  New Jersey real estate  transaction that occurred in the later
                  part of 1993,  the  Company  and/or  its  principals  were the
                  recipients  of  certain  sums of  money  that  were  initially
                  fraudulently obtained (by a third-party) from complainant. The
                  petition seeks damages in the amount of $6,200,000.

                  In March 2000,  the Company,  its principals and certain other
                  defendants  filed a motion to dismiss the petition for lack of
                  subject matter jurisdiction. On October 2, 2000, the Company's
                  motion to  dismiss  the  above-referenced  matter  for lack of
                  subject matter jurisdiction was granted by the federal court.

                  However,  in January 2001 the plaintiff in such action filed a
                  substantially  identical  action in state  court.  The Company
                  filed an Answer on March 16, 2001, denying the allegations set
                  forth in the Petition.

                  Management will  vigorously  contest the allegations set forth
                  in the  Petition,  and  believe  that  these  allegations  are
                  without merit. At this incipient stage of the litigation it is
                  too  premature to evaluate the  likelihood  of an  unfavorable
                  outcome  in the event  this  matter  should go to trial or the
                  likelihood  of a  favorable  settlement  prior to  trial.  The
                  foregoing  notwithstanding,  management and the principals are
                  of the belief that at least  fifty-percent  of the six million
                  dollars in damages sought by the  complainant  are susceptible
                  to  dismissal  by  motion  for

                                      F-11
<PAGE>

                  summary   judgement  prior  to  completion  of  discovery  and
                  significantly before trial.

         b)       On December 7, 1999, a complaint  was filed  alleging  various
                  causes of action relating to the Company's (a) alleged failure
                  to  timely  file a  registration  statement,  and (b)  alleged
                  default  on a  promissory  note.  The  obligation  to  file  a
                  registration  statement and the promissory  note relate to the
                  plaintiff's purchase of a certain 8% Convertible debenture due
                  2002  of the  Company  in the  original  principal  amount  of
                  $1,200,000.  The  complaint  seeks  damages  in  excess of one
                  million dollars. An answer and Affirmative  Defenses was filed
                  on or about February 3, 2000.

                  The  parties  executed  a  settlement  agreement  dated  as of
                  December 31, 2000 which  provides for dismissal of this matter
                  with prejudice provided the third-party  purchasers deliver to
                  the plaintiffs $1 million dollars as payment on their purchase
                  of the Debenture by March 29, 2001. As of such date purchasers
                  have delivered $400,000 of the required purchase amount; it is
                  expected, however, that the balance of the purchase price will
                  be shortly  delivered and that the plaintiffs will agree to an
                  extension of time to accommodate the purchasers.

         c)       On or about February 4, 2000 a Preliminary Order of forfeiture
                  (the  "Order")  was filed by the US  government  pursuant to a
                  Special  Verdict  of  Forfeiture  rendered  by the  jury.  The
                  Company is among the  sixty-two  items/entities  listed in the
                  Order to which the government  asserts an  entitlement  and/or
                  (undefined)  ownership  interest.  Pursuant to the Order,  the
                  Company has thirty days from the final date of  publication of
                  the notice in a newspaper or receipt of actual notice from the
                  government,  by which to file a petition  asserting  claims to
                  any right title or interest  in the  properties  listed in the
                  order.

                  In July 2000 the Company filed a Petition of Innocent Owner on
                  behalf of the Company  (then known as United  Ventures  Group,
                  Inc.), its affiliates,  subsidiaries  and  shareholders  which
                  refutes  and  denies  the  government's  allegations  in  this
                  matter.  Management  will  vigorously  contest the "as of yet"
                  undisclosed/unarticulated allegations underlying the Order.

         The Company believes that the various asserted claims and litigation in
         which it is involved will not materially affect its financial position,
         future  operating  results or cash flows,  although no assurance can be
         given  with  respect  to the  ultimate  outcome  of any  such  claim or
         litigation.

10.      ECONOMIC DEPENDENCY AND CREDIT RISK
---      -----------------------------------

         Four customers  aggregated  68% of the Company's  sales during the year
         ended December 31, 2000. Three of those customers aggregated 39% of the
         Company's sales during the year ended December 31, 1999.

                                      F-12
<PAGE>

11.      STOCKHOLDERS' EQUITY
         --------------------

         Common Stock and Preferred Stock :
         ----------------------------------

         In March 1999,  the Company issued 200,000 shares of Series A Preferred
         Stock at $.001 per shares to two of principal shareholders,  which gave
         them  54%  of  the  votes  on  any  matter  that  requires  a  vote  of
         shareholders.

         In January  2000,  the Company  approved an amendment to its Article of
         Incorporation.   to  raise  the  authorized  shares  of  its  stock  to
         125,000,000  shares of which  120,000,000 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.

         On  October  13,  2000,  the  Company  approved  an  amendment  to  its
         Certificate of Incorporation. to further raise the authorized shares of
         its  stock  to  355,000,000   shares  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.

         Convertible Debentures:
         ----------------------

         a)       January  1999,  the Company  authorized  the issuance of up to
                  $10,000,000 of convertible debentures.

                  In April 1999, the Company entered into a Securities  Purchase
                  Agreement  ("Agreement")  for the  sale of  debentures  for an
                  aggregate  purchase price of $1,300,000.  Such  debentures are
                  due in 2002 and bear an  interest  rate of 8% per  annum.  The
                  debentures are convertible into shares of the Company's common
                  stock based on the lower of $ 2.318 or 70% of the market price
                  of the Company's  common stock at the time of conversion.  The
                  net proceeds from this agreement were $997,000.

                  Pursuant  to  the  Agreement,  the  Company  agreed  to  issue
                  warrants  to purchase  up to 300,000  shares of the  Company's
                  common stock at $.70 per share and up to  1,114,285  shares at
                  $3.325 per share. These warrants were subsequently cancelled.

                  In  February  2000,  the  Company  converted  $195,679  of the
                  debentures  into  4,358,945  shares  of the  Company's  common
                  stock.  On December 31, 2000, a settlement  agreement was made
                  with the existing  debenture  holders for the above  remaining
                  debenture of $1,104,321.  The agreement provides that $104,321
                  face amount of the Debenture to be converted  into  10,000,000
                  shares of Company's  common stock.  The debenture  holder then
                  entered into a purchase  agreement  with a third party to sell
                  the debenture for $1,000,000. The Company is in the process of
                  exchanging  these  debentures  with a debenture  that has been
                  amended to extend the maturity date an additional  year

                                      F-13
<PAGE>

                  and to amend the  conversion  price to the lower of (i) 92% of
                  the average of the closing sale price of the Company's  Common
                  Stock  for the  five  trading  days  prior  to the  applicable
                  conversion rate or (ii) $.015,  subject to typical adjustments
                  in the event of stock splits and the like ($400,000  principal
                  amount  of  debentures  have been  exchanged  thus  far).  The
                  Company has also entered into an agreement with the purchasers
                  of the  debentures,  which  provides  for  limitations  on the
                  amount of debentures to be converted.

         b)       During year 2000,  debentures for $1,000,000  have been issued
                  for amounts  received  of  $950,000  net of $50,000 of closing
                  expense by a subsidiary of the Company, which was subsequently
                  merged with and into the Company. Another debenture was issued
                  for $1,000,000  for cash received  $865,000 net of $135,000 of
                  closing  expense by a  subsidiary  of the  Company,  which was
                  subsequently  merged  with  and  into  the  Company.  A  third
                  debenture was issued for $1,000,000 for cash received $294,000
                  net of  closing  expense of  $46,000  by a  subsidiary  of the
                  Company,  which  was  subsequently  merged  with  and into the
                  Company.  The balance of the debenture of $650,000 has not yet
                  received.  In addition to these three  debentures  the Company
                  received $300,000 with $50,000 discount from debentures issued
                  during the year ending  December 31, 1999.  The total  amounts
                  received  have been  converted  to  270,515,398  shares of the
                  Company's  common  stock  with the  recording  of  $22,585,000
                  beneficial  convertible  features  and  conversion  inducement
                  expense.

         Stock Option Plan:
         ------------------

         In December 1999,  The Company  approved the  establishment  of a stock
         option plan for the issuance of 600,000 shares of its common stock.  At
         December 31, 2000 there were no options outstanding.

         Deferred Compensation:
         ----------------------

         During the year ended  December  31, 2000 an  advisory  fee was paid to
         consultants  retained  by  the  Company  to  provide  certain  advisory
         services via the issuance of 405,000 common  shares.  The common shares
         were  valued at their  approximate  fair  market  value on the dates of
         issuance less.

         Stock subscription receivable:
         ------------------------------

         During the year ended December 31, 2000 the Company  received  $157,582
         for 12,852,237 shares of common stock sold during 1999.

12.      INCOME TAXES
         ------------

         The Company accounts for income taxes under the provisions of SFAS 109.
         SFAS No.  109  requires  the  recognition  of  deferred  tax assets and
         liabilities  for both the expected  impact of  differences  between the
         financial  statement and tax basis of assets and  liabilities,  and for
         the  expected  future tax  benefit to be derived  from tax loss and tax

                                      F-14
<PAGE>

         credit carryforward.  SFAS 109 additionally  requires the establishment
         of a valuation  allowance to reflect the  likelihood of  realization of
         deferred tax assets. At December 31, 2000, the Company had net deferred
         tax assets of approximately  $2,400,000.  The Company has established a
         valuation  allowance for the full amount of such deferred tax assets at
         December 31, 2000,  as  management  of the Company has not been able to
         determine  that it is more likely than not that the deferred tax assets
         will be realized.

         The  following  table  reflects the  Company's  deferred tax assets and
(liabilities) at December 31, 2000:

Net operating loss deduction                                 $2,400,000
Valuation allowance                                          (2,400,000)
                                                      -------------------
Net deferred asset                                           $     --
                                                      ===================

The provision for income taxes  (benefits)  differs from the amount  computed by
applying  the  statutory  federal  income tax rate to income loss before  income
taxes as follows:
<TABLE>
<CAPTION>

                                                       ---------------------------------------
                                                              2000                1999
                                                              ----                ----
                                                       ---------------------------------------

<S>                                                          <C>                 <C>
  Income tax (benefit) computed at statutory rate            $(8,500,000)        $(2,100,000)
  Effect of permanent differences                              8,900,000             875,000
  Utilization of net operating loss carried forward             (400,000)
  Tax benefit not recognized                                        -             (1,225,000)
                                                       -------------------  ------------------
  Provision for income taxes (benefit)                 $            -       $           -
                                                       ===================  ==================
</TABLE>

The net  operating  loss  carryforward  at December  31, 2000 was  approximately
$7,000,000 and expires in the years 2012 to 2019.

                                      F-15
<PAGE>

Item 8.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure.
            ------------------------------------

None.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.
         --------------------------------------------------

The following information is presented with respect to the background of each of
the directors and executive officers of the Company:

Name                        Age           Position
----                        ---           --------

Isaac Nussen                 50           President, CEO and Director

George Weisz                 60           Chief Operating Officer, Vice
                                          President , Secretary and Director

Eric J. Rothschild           68           Director

Martin Weisz                 32           Chief Financial Officer

* Israel Braun               54           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 and Secretary 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.

     Martin Weisz has served as Treasurer and Chief Financial Officer since
January 1999. During the past six years Mr. Weisz was vice president of Jarnow
Inc., in charge of several major customer accounts. He is a signatory to all the
Company's bank accounts and was involved in bank relations since he started with
the Company.

     * Israel Braun resigned as a director of the Company in January 2001.

                                       26
<PAGE>

      Mr. George Weisz and Mr. Isaac Nussen are brothers in law.  Martin
Weisz is George Weisz's son.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

There was no director, officer or beneficial owner of more than 10% of the class
of equity securities of the Registrant that failed to file on a timely basis.

Item 10.    Executive Compensation.
            -----------------------

The Summary Compensation Table below sets forth compensation paid by the Company
for the three fiscal years ended December 31, 2000 for services in all
capacities for its CEO and President. No other principal executive officer
received a total annual salary and bonus which exceeded $100,000.

SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------
                                                      Other
  Name and Principal       Year        Annual        Annual       Awards
       Position                     Compensation  Compensation    Options
--------------------------------------------------------------------------------
    Isaac Nussen,          2000           -           none         none
      President        ---------------------------------------------------------
                           1999           -           none         none
                       ---------------------------------------------------------
                           1998       $ 23,000        none         none
--------------------------------------------------------------------------------
    George Weisz,          2000           -           none         none
   Chief Operations    ---------------------------------------------------------
       Officer             1999           -           none         none
                       ---------------------------------------------------------
                           1998       $ 23,000        none         none
--------------------------------------------------------------------------------


     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, terminate their
employment with the Company, they will each be entitled to receive a lump sum
payment equal to 290% of their respective annual compensation for the five years
preceding the date of termination.



                                       27
<PAGE>

Item 11.    Security Ownership of Certain Beneficial Owners and Management
            --------------------------------------------------------------

      The  following  table sets forth  information,  as at March 27,  2001 with
respect to the shares of Common  Stock which are  beneficially  owned by (i) any
person  (including any "group",  as that term is used in Section 13(d)(3) of the
Securities  Exchange  Act of  1934),  who is  known  to  the  Company  to be the
beneficial owner of more than five percent of the Company's  outstanding  Common
Stock,  (ii)  the  executive  officers  of the  Company  named  in  the  Summary
Compensation Table under the caption "Executive  Compensation" above, (iii) each
director of the Company and (iv) all  executive  officers  and  directors of the
Company as a group:


       NAME AND ADDRESS            SHARES          PERCENT OF SHARES
       ----------------            OWNED            BENEFICIALLY
                                   -----                 OWNED
                                                         -----

GEORGE WEISZ                       5,000,000             27.7%
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001

ISAAC NUSSEN                       5,000,000             27.7%
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001

ERIC J. ROTHSCHILD                   -0-                 -0-
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001

ALL OFFICERS AND DIRECTORS AS     10,000,000             55.4%
A GROUP (4 PERSONS)

-----------

*  Less than one (1) percent


Item 12.    Certain Relationships and Related Transactions.
            ----------------------------------------------

      At December 2000, the Company owed George Weisz and Isaac Nussen  $914,964
in connection with certain interest free loans made to the Company.




                                       28
<PAGE>

Item 13.      Exhibits and Reports on Form 10-KSB.

(a)   Exhibits
      --------

Exhibit
-------
Number      Description
------      -----------

*3.1         Certificate of Incorporation of the Registrant.
*3.2         Amendment to Certificate of Incorporation
*3.3         Bylaws of the Registrant.
*4.1         Form of Registrant's Common Stock Certificate.
*10.1        Stock Option Plan.
*10.2        Securities Purchase Agreement relating to the Debentures.
*10.3        Form of 8% Convertible Debentures.
*10.4        Form of Warrant between the Registrant and the Debenture Holder.
**10.5       Share Purchase Agreement dated April 3, 2000, by and among UVGI,
             Advanced Ceiling and the shareholders of Advanced Ceiling.
**10.6       Plan of Merger dated April 7, 2000.
**10.7       Form of Acceptance and Sale Agreement dated April 3, 2000.
  10.8       Limitations on conversion and resale of 8% Convertible Debentures.
  10.9       Form of Amended 8% Convertible Debentures.
  10.10      Purchase Lease and Service Agreement dated October 2, 2000.
  10.11      Independent Contractor's Agreement dated October 2, 2000.

* This exhibit has been incorporated by reference from Registration Statement on
Form SB-2, file no. 333-92037, filed on December 3, 1999.

** This exhibit has been  incorporated  by reference  from the Current Report on
Form 8-K, file no. 000-28663, filed on June 15, 2000.


(b)   Reports on Form 8-K
      -------------------

      No Reports on Form 8-K were filed by the  Company  during the last  fiscal
      quarter of the Company's fiscal year ended December 31, 2000.



                                       29
<PAGE>


SIGNATURES
----------


      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            AMERICAN JEWELRY CORP.

Dated: April 13, 2001

                                            By: /s/ Isaac Nussen
                                                --------------------------
                                                Isaac Nussen
                                                President and Chief Executive
                                                Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<S>                           <C>                                        <C>
Signature                     Capacity                                    Date

/s/ Isaac Nussen              President, Chief Executive Officer          April 13, 2001
---------------------------   and Director
Isaac Nussen


/s/ George Weisz              Chief Operating Officer, Vice-President     April 13, 2001
---------------------------   and Director
George Weisz


/s/ Martin Weisz              Treasurer and Chief Financial Officer       April 13, 2001
----------------------------
Martin Weisz


/s/ Eric J. Rothschild        Director                                    April 13, 2001
----------------------------
Eric J. Rothschild

</TABLE>

                                       30
<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number      Description
------      -----------

   10.8      Limitations on conversion and resale of 8% Convertible Debentures.
   10.9      Form of Amended 8% Convertible Debentures
   10.10     Purchase Lease and Service Agreement dated October 2, 2000.
   10.11     Independent Contractor's Agreement dated October 2, 2000.






                                       31