<Page>

                       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)

               Nevada                                    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
Item405 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. / /

         State issuer's revenues for its most recent fiscal year December 31,
2001: $4,538,369.

         The aggregate market value as at March 28, 2002 of the Common Stock of
the issuer, its only class of voting stock, held by non-affiliates was
approximately $378,921.10 calculated on the basis of the closing price of such
stock on the Nasdaq Bulletin Board on that date. Such

<Page>

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 28, 2002 was 4,789,211,040.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.
Transitional Small Business Disclosure Format Yes /X/ No / /

                                       2
<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 PLAN OF OPERATION," 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 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. Jarnow Corp. ceased all active operation on or about
July 1, 2001 at

                                       3
<Page>

which time all active operations were continued by American Jewelry Corp. The
Company reincorporated as a Nevada corporation, effective January 31, 2002.

         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.

         CUSTOMERS AND MARKETS. The Company's customers include mass
merchandisers and jewelry wholesalers and distributors. In each of fiscal 2000
and 2001, the Company's five largest customers accounted for approximately 80%
of revenues. In 2001, Designs by FMC, a wholesaler, accounted for approximately
60% of sales. No other Customer accounted for in excess of 10% of revenues. 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 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 98% of the Company's purchases are
gold and 2% are precious and semi-precious stones. The Company purchases its
gold requirements primarily 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 10 and 14 karat gold of
different colors.

         TRADEMARKS. The Company owns United States trademarks for some of its
various brand names including American Charm -Registered Trademark- and Jarnow
-Registered Trademark- 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

                                       4
<Page>

only hazardous waste 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, 2001 the Company employed twenty-nine full time employees. Of
such employees, two were employed in management, three in sales and design,
nineteen in refining, machining, finishing, polishing, assaying, and
fabricating, and five in administration.

ITEM 2.  PROPERTIES.

         As of December 31, 2001, 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, 2002 in the amount of $13,780, plus monthly
maintenance of $5,100 initially. The yearly rent shall increase commencing on
June 1st of each year as follows: (i) in 2002 the monthly rent shall increase to
$14,470 per month, plus monthly maintenance; (ii) in 2003 the monthly rent shall
increase $15,195; and (iii) 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)       A pleading denominated as a "Petition for Delivery of Property Not in
         Possession of Defendant Lyle Pfeffer" ("Petition") was filed in the
         Supreme Court of the State of New York, County of Rockland, on or about
         January 17, 2001, by the receiver for the National Heritage Life
         Insurance Company ("NHL"). The Petition alleges various causes of
         action which, in summary, collectively allege that, in connection with
         a New Jersey real estate transaction that occurred in the later part of
         1993, Jarnow, a subsidiary of the Company, was the recipient of certain
         sums of money that were initially fraudulently obtained (by a
         third-party) from NHL. The Petition seeks damages in the amount of
         $6,200,000.00. The Company filed an Answer on March 16, 2001, denying
         the allegations set forth in the Petition.

         Management is vigorously contesting the allegations set forth in the
         Petition, and believes that these allegations are without merit. While
         the Court has set some discovery target dates, and has scheduled a
         conference for June 19, 2002, in view of the fact that motion practice
         has not begun and discovery is still at its incipient stages, it is
         highly likely that this matter will require several extensions of these
         deadlines pushing the matter over to 2003. Accordingly, at this time,
         it is too premature to evaluate the likelihood of an

                                       5
<Page>

         unfavorable outcome in the event this matter should go to trial or the
         likelihood of settlement prior to 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 an
         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 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.

         On September 5, 2001, the Order was dismissed as against the Company,
         with prejudice, following the Company's filing of a motion to dismiss
         the Order.

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.

         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. Since the date of the
         settlement agreement, the purchasers have paid the plaintiffs all
         amounts due and owing on the Debenture, and the case has been settled.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                     PART II

                                       6
<Page>

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 AMJC since May 1, 2001 following a reverse stock
split. Prior to that, the Company's Common Stock 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,
2000 through December 31, 2001, as reported by Nasdaq. The Nasdaq quotations
are without retail markups, markdowns or commissions and may not represent
actual transactions.

<Table>
<Caption>
                                                     HIGH                LOW
                                                     ----                ---
         <S>                                        <C>                 <C>
         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

         FISCAL 2001
         -----------
         First Quarter                              0.019               0.009
         Second Quarter                             0.007               0.004
         Second Quarter (Post-Split)                0.730               0.065
         Third Quarter                              0.070               0.006
         Fourth Quarter                             0.012               0.002
</Table>

There were approximately 130 holders of record of common stock as of
December 31, 2001.

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, 2001 AND FISCAL YEAR ENDED
DECEMBER 31, 2000

         NET SALES. Net sales amounted to $4,539,000 for the year ended December
31, 2001, compared to $9,044,000, a decrease of $4,506,000 or 50% from the year
ended December 31, 2000. The decrease is due to a slow down in the economy
during 2001, which particularly affected the jewelry industry. This trend has
been continuing into early 2002.

         GROSS PROFIT. Gross profit decreased by $1,031,000 or 59% to a margin
of $702,000 for the year ended December 31, 2001, from $1,733,000 for the year
ended

                                       7
<Page>

December 31, 2000. Gross profit as a percentage of net revenue decreased to
15% for the year ended December 31, 2001 from 19% for the year ended December
31, 2000. The decrease in gross profit and its respective percentage of net
revenues is attributable to a reduction of sales and management's liquidation
of inventory via close-outs at or near cost as well as write-down of
inventories to market value.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $515,000 or 30% to $2,226,000 or 49% of net
revenues for the year ended December 31, 2001, from $1,711,000 or 19% of net
revenues for the year ended December 31, 2000. Costs increased primarily due to
increased costs related to restructuring of the Company's debt and equity.

         INTEREST EXPENSES. Interest expenses decreased to $5,000 for the year
ended December 31, 2001 from $353,000 for the year ended December 31, 2000. The
decrease is primarily due to the elimination of notes payable to a financial
institution and reduction of outstanding debentures payable that were in place
in 2000. Interest non-cash decreased in 2001 to 8,633,057 from $23,326,000 in
2000 due to imputed interest on reduced Convertible Debentures, beneficial
convertible features and a 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, 2001, the
Company financed operations from proceeds from sales. As a result of repayment
of all debts to financial institutions and the substantial reduction of
debentures payable, we believe we are able to finance future operations from
cash generated from sales.

         Working capital decreased by $5,503,000 to $2,733,000 at December 31,
2001, from $8,236,000 at December 31, 2000.

         The Company's operating activities provided cash in the amount of
$451,000 for the year ended December 31, 2001 as compared to cash provided in
the amount of $3,532,000 during the year ended December 31, 2000.

         Net cash used in investing activities was $10,000 for the year ended
December 31, 2001, as compared to $760,000 during the year ended December 31,
2000. The Company's primary investing activity in 2001 was the purchase of
treasury stock. The activity in 2000 primarily consisted of the purchase of
equipment and customer lists.

         The Company used net cash in financing activities in the amount of
$539,000 during the year ended December 31, 2001, as compared to cash used of
$2,770,000 during the year ended December 31, 2000. The principal use of cash in
financing activities for the year ended December 31, 2001 was the repayment of
stockholders' loans. 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 in
both years was proceeds from debentures.


                                       8
<Page>





                             AMERICAN JEWELRY CORP.
                                       AND
                                  SUBSIDIARIES

                         REPORT ON AUDIT OF CONSOLIDATED
                              FINANCIAL STATEMENTS

                                   YEARS ENDED
                           DECEMBER 31, 2001 AND 2000





<Page>



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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

<Table>
<Caption>
                                                                  PAGE
                                                                 NUMBER
                                                                 ------
<S>                                                            <C>
    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
</Table>



<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, 2001 and the related
statements of operations, stockholders' equity and cash flows for the year then
ended. 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 auditing standards generally
accepted in the United States of America. 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 audit provides 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, 2001 and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting in the United States of America.

       The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has experienced recurring losses and has an
accumulated deficit. The Company is dependent on continued financing from
investors to sustain its activities and there is no assurance that such
financing will be available. These factors raise substantial doubt about the
company's ability to continue as a going concern. Management's plans on regard
to these matters are also described in note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                             /s/ Allen G. Roth, P.A.
                                                 Allen G. Roth, P.A
                                                 Certified Public Accountant

New York, New York
April 12, 2002


                                       F-2

<Page>

                                AMERICAN JEWELRY CORPORATION
                                      AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEET
                                     December 31, 2001

<Table>
<Caption>
<S>                                                                           <C>
                                           ASSETS
                                           ------

CURRENT ASSETS:
            Cash                                                              $        331
            Accounts receivable-net of allowance for doubtful
              accounts of $ 120,000                                                926,051
            Inventories                                                          3,352,215
            Prepaid expenses                                                        18,820
                                                                              ------------
                                                                              ------------
                  TOTAL CURRENT ASSETS                                           4,297,417
                                                                              ------------

PROPERTY AND EQUIPMENT, net                                                        343,187

OTHER ASSETS :
            Intangible assets                                                      262,500
            Deposits                                                                36,450
                                                                              ------------
                                                                              $  4,939,554
                                                                              ============

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

CURRENT LIABILITIES:
            Bank overdraft                                                    $      5,000
            Accounts payable and accrued expenses                                1,305,633
            Convertible debentures                                                 253,830
                                                                              ------------
                  TOTAL CURRENT  LIABILITIES                                     1,564,463
                                                                              ------------

DUE TO STOCKHOLDERS                                                                390,534
                                                                              ------------

STOCKHOLDERS' EQUITY:
            Preferred stock, $.001 par value - 5,000,000 shares authorized,
              200,000 Series A shares issued and outstanding                           200
            Common Stock, $.001 par value  - 350,000,000 shares authorized,
              349,938,258 shares issued and outstanding                            349,938
            Additional paid-in capital                                          53,191,468
            Treasury stock, at cost, 45,000 shares                                 (10,428)
            Accumulated deficit                                                (50,546,621)
                                                                              ------------
                  TOTAL STOCKHOLDERS' EQUITY                                     2,984,557
                                                                              ------------
                                                                              $  4,939,554
                                                                              ============
</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,
                                               ----------------------------
                                                   2001           2000
                                               ------------    ------------
<S>                                            <C>             <C>
Net sales                                      $  4,538,369    $  9,044,308

Cost of goods sold                                3,836,625       7,311,743
                                               ------------    ------------

Gross profit                                        701,744       1,732,565
                                               ------------    ------------

Selling, general and administrative expenses      2,225,961       1,711,174

Non-cash compensation                               230,000       2,159,805

Bad debts (recovery)                                   --        (1,871,706)

Write-down of inventory                           5,000,000            --
                                               ------------    ------------

Operating expenses                                7,455,961       1,999,273
                                               ------------    ------------

Operating loss                                   (6,754,217)       (266,708)

Interest expense                                      5,000         352,772
Interest expense - non-cash                       8,633,057      23,325,880
                                               ------------    ------------

Loss before extraordinary items                 (15,392,274)    (23,945,360)

Extraordinary item - loss on early
extinguishment of debt, net of taxes                   --           397,138
                                               ------------    ------------

Net loss                                       $(15,392,274)   $(24,342,498)
                                               ============    ============

Basic and diluted net loss per common share:
       Continuing operations                   $      (0.16)   $     (64.45)
       Extraordinary item                              --             (1.07)
                                               ------------    ------------
       Net loss                                $      (0.16)   $     (65.52)
                                               ============    ============

Weighted average common shares outstanding       93,523,850         371,556
                                               ============    ============
</Table>



                 See notes to consolidated financial statements

                                       F-4
<Page>


                          AMERICAN JEWELRY CORPORATION
                                AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                                Common Stock            Preferred Stock, Series A
                                                              ($.001par value)              ($.001par value)         Additional
                                                     -------------------------------  ----------------------------    Paid-In
                                                          Shares          Amount         Shares         Amount        Capital
                                                     -----------------------------------------------------------------------------
<S>                                                     <C>          <C>                 <C>       <C>            <C>
Balance, January 1, 2000                                24,930,992   $     24,931        200,000   $        200   $ 10,950,067

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

Amortization of deferred compensation                           --             --             --             --             --

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

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

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

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

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

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

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

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

Net loss                                                        --             --             --             --             --
                                                      ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2000                             308,001,390        308,001        200,000            200     43,019,857

Issuance of common stock for convertible
   debentures principal and interest                    41,936,868         41,937             --             --        808,554

Amortization of deferred compensation                           --             --             --             --             --

Proceeds from convertible debentures                            --             --             --             --        500,000

Acquisition of treasury stock                                   --             --             --             --             --

Beneficial conversion features and conversion
   inducement expense of convertible debentures                 --             --             --             --      8,633,057

Officers' compensation contributed to capital                   --             --             --             --        230,000

Net loss                                                        --             --             --             --             --
                                                      ------------   ------------   ------------   ------------   ------------

                                                       349,938,258   $    349,938        200,000   $        200   $ 53,191,468
                                                      ============   ============   ============   ============   ============

<Caption>



                                                         Treasury      Subscription    Accumulated      Deferred       Stockholders'
                                                           stock        Receivable       deficit      Compensation         Equity
                                                     -------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>             <C>             <C>
Balance, January 1, 2000                             $         --    $   (957,578)   $(10,811,849)   $   (136,667)   $   (930,896)

Issuance of common stock for compensation                      --              --              --              --          84,180

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

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

Issuance of stock for convertible debentures'
    principal and interest                                     --              --              --              --       3,546,015

Issuance of common stock for compensation
  to shareholders                                              --              --              --              --       2,075,625

Subscription received reversed                                 --         799,996              --              --              --

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

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

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

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

Net loss                                                       --              --     (24,342,498)             --     (24,342,498)
                                                     ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2000                                     --              --     (35,154,347)             --       8,173,711

Issuance of common stock for convertible
   debentures principal and interest                           --              --              --              --         850,491

Amortization of deferred compensation                          --              --              --              --              --

Proceeds from convertible debentures                           --              --              --              --         500,000

Acquisition of treasury stock                             (10,428)             --              --              --         (10,428)

Beneficial conversion features and conversion
   inducement expense of convertible debentures                --              --              --              --       8,633,057

Officers' compensation contributed to capital                  --              --              --              --         230,000

Net loss                                                       --              --     (15,392,274)             --     (15,392,274)
                                                     ------------    ------------    ------------    ------------    ------------

                                                     $    (10,428)   $         --    $(50,546,621)   $         --    $  2,984,557
                                                     ============    ============    ============    ============    ============
</Table>


                                       F-5
<Page>


                          AMERICAN JEWELRY CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                                Year Ended December 31,
                                                                                -----------------------
                                                                               2001                2000
                                                                               ----                ----
<S>                                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                               $(15,392,274)     $(24,342,498)
                                                                            ------------      ------------
     Adjustment to reconcile net loss to net cash provided by operating
     activities:
         Depreciation                                                            130,960            90,027
         Amortization                                                             75,000           273,795
         Officers' compensations contributed to capital                          230,000           450,000
         Stock compensation                                                           --         2,159,805
         Write-down of inventories                                             5,000,000                --
         Discount on convertible debentures                                           --           442,327
         Imputed interest on loan from shareholders                                   --           477,055
         Interest expenses on conversion benefit                               8,633,057        22,814,053
         Amortization of deferred compensation                                        --           136,667
         Extinguishment of debt                                                       --           397,138
     Change in assets and liabilities:
         Accounts receivable                                                     808,084           638,720
         Inventories                                                             566,605           866,910
         Prepaid expenses and other assets                                       (18,820)               --
         Other assets                                                              4,450           (23,275)
         Accounts payable and accrued expenses                                   413,819          (848,552)
                                                                            ------------      ------------
             Total adjustments                                                15,843,155        27,874,670
                                                                            ------------      ------------
Net cash provided by  operating activities                                       450,881         3,532,172
                                                                            ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of treasury stock                                              (10,428)               --
         Acquisition of property and equipment                                        --          (385,000)
         Acquisition of customer list                                                 --          (375,000)
                                                                            ------------      ------------
Net cash used in investing activities                                            (10,428)         (760,000)
                                                                            ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Repayment of notes payable - financial instituions                           --        (2,163,551)
         Proceeds from convertible debentures                                    500,000         2,409,000
         Repayment of loan payable                                                    --          (130,000)
         Increase in cash overdraft                                                5,000                --
         Stock subscription received                                                  --           157,582
         Repayment to stockholders                                            (1,044,430)       (3,043,360)
                                                                            ------------      ------------
Net cash used in financing activities                                           (539,430)       (2,770,329)
                                                                            ------------      ------------

Net increase (decrease) in cash                                                  (98,977)            1,843

Cash - beginning of year                                                          99,308            97,465
                                                                            ------------      ------------

Cash - end of year                                                          $        331      $     99,308
                                                                            ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         Interest paid                                                      $      5,000      $    312,616
                                                                            ============      ============
         Income taxes paid                                                  $         --      $         --
                                                                            ============      ============

OFFICERS' COMPENSATION CONTRIBUTED TO CAPITAL                               $    230,000      $    450,000
                                                                            ============      ============

IMPUTED INTEREST ON LOANS  AND CONVERTIBLE DEBENTURES                       $         --      $    598,266
                                                                            ============      ============

NON-CASH FINANICING AND INVESTING ACTIVITIES:
         Write-off of deferred financing and offering costs                 $         --      $    236,295
                                                                            ============      ============
         Issuance of stock for settlement of debt                           $    850,491      $  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, 2001 AND 2000

1.    THE COMPANY AND BASIS OF PRESENTATION - "GOING CONCERN"

      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.

      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".

      The Company's financial statements are prepared using generally accepted
      accounting principles applicable to a going concern which contemplate the
      realization of assets and liquidation of liabilities in the normal course
      of business. The Company has incurred significant losses resulting in an
      accumulated deficit at December 31, 2001 of approximately $50 million. The
      Company continues to be dependent on continued financing from investors to
      sustain its activities. There is no assurance that such financing will be
      available. These factors raise substantial doubt about the Company's
      ability to continue as a going concern.

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.


                                      F-7
<Page>

      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 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,
      2001 and 2000 is $130,960 and $90,027, 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, 2001, 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.

      DERIVATIVE INSTRUMENTS - 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.


                                      F-8
<Page>


      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 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.    NEW ACCOUNTING PRONOUNCEMENTS

      In July 2001, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("FASB") No. 141, Business
      Combinations, which supercedes Accounting Principles Board Opinion ("APB")
      No. 16, Business Combinations. SFAS No. 141 requires that the purchase
      method of accounting be used for all business combinations initiated after
      June 30, 2001 and establishes specific criteria for the recognition of
      intangible assets separately from goodwill. In July 2001, the FASB also
      issued SFAS No. 142, Goodwill and Other Intangible Assets, which
      supercedes APB. No. 17, Intangible Assets. SFAS No. 142 requires that
      goodwill and indefinite lived intangible assets no longer be amortized,
      but be tested for impairment at least annually. SFAS No. 142 also requires
      that the amortization period of intangible assets with finite lives be no
      longer limited for forty years. The provisions of SFAS No. 142 is
      effective for fiscal years beginning after December 15, 2001.

      In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
      Retirement Obligations. SFAS No. 143 addresses financial accounting and
      reporting for legal obligations associated with the retirement of tangible
      long-lives assets that result from the acquisition, construction, or
      development and (or) the normal operation of a long-lived asset, accept
      for certain obligations of lessees. This statement does not apply to
      obligations that arise solely from a plan to dispose of a long-lived
      asset. SFAS No. 143 is effective for financial statements issued for
      fiscal years beginning after June 15, 2002. The company is evaluating the
      impact of SFAS No. 143 on it's results of operation and financial
      position.

      In October 2001, the FASB issued SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-lived Assets. SFAS No. 144 addresses
      financial accounting and reporting for the impairment or disposal of
      long-lived assets. This statement supercedes SFAS No. 121, Accounting for
      the Impairment of Long-lived Assets and for Long-lived


                                      F-9
<Page>

      Assets to be Disposed of, and the accounting and reporting provisions of
      Accounting Principles Board Opinion No. 30, Reporting the Results of
      Operations-Reporting the Effects of Disposal of a Segment of a Business,
      and Extraordinary, Unusual and Infrequently Occurring Events and
      Transactions, for the disposal of a segment of a business (as previously
      defined in the Opinion). This Statement also amends Accounting Research
      Bulletin No. 51, Consolidated Financial Statements, to eliminate the
      exception to consolidation for a subsidiary for which control is likely to
      be temporary. The provisions of SFAS No. 144 are effective for financial
      statements issued for fiscal years beginning after December 15, 2001 and
      interim periods within those fiscal years.

      Management has evaluated SFAS No. 141, 142, 143 and 144 and has determined
      that there will not be a significant impact on the Company's operating
      results.

4.    INVENTORIES

      Inventories consist of the following at December 31, 2001:

<Table>
<S>                                                                   <C>
                        Raw Materials                                 $  390,142
                        Finished Goods                                 2,962,073
                                                                      ----------
                                                                      $3,352,215
                                                                      ==========
</Table>

5.    PROPERTY AND EQUIPMENT

      Property and equipment at December 31, 2001 consisted of the following:

<Table>
<S>                                                                    <C>
      Factory machinery and equipment                                  $624,859
      Furniture and fixtures                                              5,800
      Leasehold improvements                                             47,900
                                                                       --------
      Less: Accumulated depreciation                                    335,372
                                                                       --------
                                                                       $343,187
                                                                       ========
</Table>

6.    INTANGIBLE ASSETS - NET

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

      Amortization expense of the customer list amounted to $75,000 and $37,500
      for the years ended December 31, 2001 and 2000, respectively.

7.    DUE TO STOCKHOLDERS

      As of December 31, 2001 two major stockholders advanced $390,534 to the
      Company. Such amount is unsecured and is due and payable on January 15,
      2003, with interest at five percent per annum, commencing January 2002.


                                      F-10
<Page>

8.    COMMITMENTS AND CONTINGENCIES

      Lease commitment - As of December 31, 2001, 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, 2002 in
      the amount of $13,780, plus monthly maintenance of $5,100 initially. The
      yearly rent shall increase commencing on June 1st of each year as follows:
      (i) in 2002 the monthly rent shall increase to $14,470 per month, plus
      monthly maintenance; (ii) in 2003 the monthly rent shall increase $15,195;
      and (iii) in 2004 the monthly rent shall increase to $15,955. Monthly
      maintenance payments may be subject to increase or decrease.

      For the years ended December 31, 2001 and 2000, the Company incurred total
      rent expense amounting to $244,000 and $222,000 respectively.

      The Company is involved in the following lawsuits and claims:

      a)    A pleading denominated as a "Petition for Delivery of Property Not
            in Possession of Defendant Lyle Pfeffer" ("Petition") was filed in
            the Supreme Court of the State of New York, County of Rockland, on
            or about January 17, 2001, by the receiver for the National Heritage
            Life Insurance Company ("NHL"). The Petition alleges various causes
            of action which, in summary, collectively allege that, in connection
            with a New Jersey real estate transaction that occurred in the later
            part of 1993, Jarnow a subsidiary of the Company, was the recipient
            of certain sums of money that were initially fraudulently obtained
            (by a third-party) from NHL. The Petition seeks damages in the
            amount of $6,200,000.00. The Company filed an answer on March 16,
            2001, denying the allegations set forth in the petition.

            Management is vigorously contesting the allegations set forth in the
            Petition, and believes that these allegations are without merit.
            While the court has set some discovery target dates, and has
            scheduled a conference for June 19, 2002, in view of the fact that
            motion practice has not begun and discovery is still at its
            incipient stages, it is highly likely that this matter will require
            several extensions of these deadlines pushing the matter over to
            2003. Accordingly, at this time, 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 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 Receiver is susceptible to dismissal by motion
            for summary judgment prior to completion of discovery and
            significantly before trial.


                                      F-11
<Page>

      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 an 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, 2001, 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.

            On September 5, 2001, the Order was dismissed as against the
            Company, with prejudice, following the Company's filing of a motion
            to dismiss the Order.

      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
            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.

            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. Since the date of the
            settlement agreement, the purchasers have paid the plaintiffs all
            amounts due and owing on the Debenture, and the case has been
            settled.

      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.

9.    ECONOMIC DEPENDENCY AND CREDIT RISK

      Shipments to a single customer constituted 59 percent of the Company's
      sales during the year ended December 31, 2001.


                                      F-12
<Page>

10.   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 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 Certificate 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.

      In April 2001 the Company effected a 1 for 300 reverse split of its common
      stock. The financial statements give retroactive effect to this
      transaction.

      In January 2002 the Company approved an amendment to the Certificate of
      Incorporation to further increase the authorized common shares to 600
      million shares.

      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.


                                      F-13
<Page>

            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 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
            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. The debentures were further amended to amend
            the conversion price to the lower of (i) 70% 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. 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.
            Another debenture was issued for $1,000,000 for cash received
            $865,000 net of $135,000 of closing expense by United Venture
            Acquisition Corp., 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 Venture Acquisition, Inc., 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.

            During the year 2001 the Company issued 41,936,868 post-split shares
            upon conversion of debentures of $850,491 and incurred beneficial
            conversion and inducement costs of $8,633,057 in connection
            therewith.

      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, 2001 there were no options outstanding.

11.   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, 2001, the Company had net deferred tax assets
      of approximately $4,800,000. The Company has established a valuation
      allowance for the full amount of such deferred tax assets at December 31,
      2001, 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, 2001:

<Table>
<S>                                               <C>
                 Net operating loss deduction     $ 4,800,000
                 Valuation allowance               (4,800,000)
                 Net deferred asset               $        --
                                                  ===========
</Table>

      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>

                                                               2001             2000
                                                            -----------      -----------
<S>                                                         <C>              <C>
      Income tax (benefit) computed at statutory rate       $(5,400,000)     $(8,500,000)
      Effect of permanent differences                         3,000,000        8,900,000
      Utilization of net operating loss carried forward      (2,400,000)        (400,000)
      Tax benefit not recognized                                     --               --
                                                            -----------      -----------
      Provision for income taxes (benefit)                  $        --      $        --
                                                            ===========      ===========
</Table>


      The net operating loss carryforward at December 31, 2001 was approximately
      $13,700,000 and expires in the years 2012 to 2021.


                                      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:

<Table>
<Caption>
Name                         Age      Position
----                         ---      --------
<S>                          <C>      <C>
Isaac Nussen                 51       President, CEO and Director

George Weisz                 61       Chief Operating  Officer, Vice President,
                                      Secretary and Director

Meyer Klepner                44       Director

Eric J. Rothschild           69       Director

*Israel Braun                55       Director
</Table>

         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. Mr. Nussen
currently serves on the board of directors of MTN Holdings, Inc and Intrac, Inc.

         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.
Mr. Weisz currently serves on the board of directors of MTN Holdings, Inc and
Intrac, Inc.

         Meyer Klepner has served as a director since August 1, 2001. He has
been the proprietor of a paper goods company in Israel since 1990.

         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 resigned as a director of the Company in January 2001.

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

                                       9
<Page>

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, 2001 and 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

<Table>
<Caption>
------------------------------------------------------------------------------
 Name and Principal              Annual       Other Annual
      Position          Year   Compensation   Compensation     Awards Options
---------------------- -------------------------------------------------------
 <S>                    <C>    <C>                <C>               <C>
   Isaac Nussen,        2001   $    110,000       none              none
     President         -------------------------------------------------------
                        2000              -       none              none
------------------------------------------------------------------------------
 George Weisz, Chief    2001   $    110,000       none              none
  Operations Officer   -------------------------------------------------------
                        2000              -       none              none
------------------------------------------------------------------------------
</Table>

         Mr. Weisz and Mr. Nussen are entitled to receive an annual salary of
$225,000 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth information, as at March 29, 2002 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:

                                       10
<Page>

<Table>
<Caption>
                                                                PERCENT OF
                                                                 SHARES
                                                              BENEFICIALLY
NAME AND ADDRESS                        SHARES OWNED              OWNED
------------------------------------  ----------------       ---------------
<S>                                         <C>                     <C>
GEORGE WEISZ(1)
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001                     5,000,000              *

ISAAC NUSSEN(1)
131 WEST 35TH STREET
NEW YORK, NEW YORK 10001                     5,000,000              *

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

MEYER KLEPNER                                   -0-                 -

ALL OFFICERS AND DIRECTORS AS A
GROUP (4 PERSONS)                           10,000,000              *
</Table>

-----------
* Less than one (1) percent
(1) George Weiss and Isaac Nussen are the holders of preferred stock entitling
the holders to the right to vote 54% of the total votes entitled to vote at a
meeting of stockholders of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         At December 2001, the Company owed George Weisz and Isaac Nussen
$390,534 in connection with certain interest free loans made to the
Company.

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.

                                       11
<Page>

       *10.4        Form of Warrant between the Registrant and the Debenture
                    Holder.

                    Share Purchase Agreement dated April 3, 2000, by and among
                    UVGI, Advanced Ceiling and the **10.5 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.

*** This exhibit has been incorporated by reference from the Annual Report on
Form 10-KSB, file no. 000-28663, filed on April 17, 2001.

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, 2001.

                                       12
<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 15, 2002
                                        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.

SIGNATURE                         CAPACITY                           DATE
------------------   ---------------------------------------  ------------------

/s/ Isaac Nussen     President, Chief Executive Officer and
------------------   Director                                 April 15, 2002
Isaac Nussen

/s/ George Weisz     Chief Operating Officer and Director     April 15, 2002
------------------
George Weisz

/s/ Meyer Klepner    Director                                 April 15, 2002
------------------
Meyer Klepner
------------------

                     Director                                 __________, 2002
------------------
Eric Rothschild

                                       13