-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5YUSaFLpPEFNcAu8xcK95LbDy6BaMbxMJoscSJDlbUGiNg7vqDZGuSH079X0USU hdi5h98wdOkGOS64oR5NCw== /in/edgar/work/0000910680-00-000839/0000910680-00-000839.txt : 20001116 0000910680-00-000839.hdr.sgml : 20001116 ACCESSION NUMBER: 0000910680-00-000839 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED VENTURES GROUP INC /CO/ CENTRAL INDEX KEY: 0001098332 STANDARD INDUSTRIAL CLASSIFICATION: [3911 ] IRS NUMBER: 841516192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-28663 FILM NUMBER: 768638 BUSINESS ADDRESS: STREET 1: 131 WEST 35TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2127360880 MAIL ADDRESS: STREET 1: 131 WEST 35TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED CEILING SUPPLIES INC DATE OF NAME CHANGE: 19991103 10QSB 1 0001.txt FORM 10QSB FOR AMERICAN JEWELRY CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [ ] 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. f/k/a UNITED VENTURES GROUP, INC. (Exact name of small business issuer as specified in its charter) DELAWARE 84-1516192 (State of other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 131 West 35th Street New York, New York 10001 (Address of principal executive offices) (212) 736-0880 (Issuer's Telephone Number, Including Area Code) Not Applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 |_| State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: Common Stock, $.001 par value per share - 110,194,937 shares outstanding as of September 30, 2000; Series A Preferred Stock, $.001 par value per share - 200,000 shares outstanding as of September 30, 2000. AMERICAN JEWELRY CORP. FORM 10-QSB FOR THE QUARTER ENDED September 30, 2000
PART I. FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements. Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 F-2 Consolidated Statements of Operations for the Three Months ended September 30, 2000 and September 30, 1999 and the Nine Months ended September 30, 2000 and September 30, 1999 F-3 Consolidated Condensed Statements of Cash Flows for the Nine Months ended September 30, 2000 and September 30, 1999. F-4 Notes to Financial Statements F-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 6 PART 11. OTHER INFORMATION Item 1. Legal Proceedings. 8 Item 2. Changes in Securities and Use of Proceeds. 8 Item 3. Defaults upon Senior Securities. 8 Item 4. Submission of Matters to a Vote of Security Holders. 9 Item 5. Other Information. Item 6. Exhibits and Reports on Form 8-K. 9
-2- AMERICAN JEWELRY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) September 30, 2000 ASSETS
Current assets: Cash $ 15,691 Accounts receivable, net 3,533,844 Inventory 7,285,730 ------------------ Total current assets 10,835,265 Property and equipment, net 624,902 Other Assets: Deferred financing cost 374,354 Other 226,250 ------------------ Total assets $ 12,060,771 ================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 604,125 Loans payable 1,296,773 ------------------ Total current liabilities 1,900,898 ------------------ Stockholders' equity: Common stock, $.001 par value -100,000,000 shares authorized, 110,194,937 shares issued and outstanding 110,195 Preferred stock, $.001 par value - 5,000,000 shares authorized, 200,000 Series A shares issued and outstanding 200 Additional paid-in capital 20,438,884 Accumulated deficit (10,389,406) ------------------ Total stockholders' equity 10,159,873 ------------------ Total liabilities and stockholders' equity $ 12,060,771 ==================
See notes to consolidated financial statements F-2 AMERICAN JEWELRY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
-------------------------------- ------------------------------- Three Months Ended September 30, Nine Months Ended September 30, 2000 1999 2000 1999 ------------- -------------- ------------ ------------- Net sales $ 2,311,581 $ 622,352 $ 8,185,985 $ 3,650,994 Cost of goods sold 1,681,672 492,098 5,932,454 2,738,246 ------------------- ---------------- ---------------- ---------------- Gross profit 629,909 130,254 2,253,531 912,748 Non cash compensation expense 1,061,667 - 1,511,667 - Selling, general and administrative 356,242 847,430 1,278,821 3,738,401 Bad debt recovery (400,000) - (1,100,000) - ------------------- ---------------- ---------------- ---------------- Income from operations (388,000) (717,176) 563,043 (2,825,653) Interest expense (439,694) 148,534 140,600 1,928,676 ------------------- ---------------- ---------------- ---------------- Income (loss) before extraordinary items 51,694 (865,710) 422,443 (4,754,329) Extraordinary item - loss on early extinguishment of debt, net of taxes - (117,286) - (523,116) ------------------- ---------------- ---------------- ---------------- Net income $ 51,694 $ (748,424) $ 422,443 $ (5,277,445) =================== ================ ================ ================ Basic and diluted net income (loss) per share Before extraodinary item $ 0.00 $ (0.33) $ 0.01 $ (1.81) ------------------- ---------------- ---------------- ---------------- Extraordinary item $ 0.00 $ (0.04) $ 0.00 $ (0.20) ------------------- ---------------- ---------------- ---------------- Net income (loss) per share $ 0.00 $ (0.29) $ 0.01 $ (2.02) =================== ================ ================ ================ Weighted average common shares outstanding 64,555,254 2,608,821 64,555,254 2,608,821 =================== ================ ================ ================
See notes to consolidated financial statements F-3 AMERICAN JEWELRY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
------------------------------- Nine Months Ended September 30, 2000 1999 ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES : Net Income $ 422,443 $ (5,277,445) ------------- ---------------- Adjustment to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 105,000 232,727 Amortization - 117,050 Compensation expenses 1,375,000 - Interest expense on conversion benefit 78,000 60,000 Amortization of deferred compensation 136,667 - Write-off of deferred financing and offering costs 177,000 (523,116) Change in assets and liabilities; Increase in accounts receivable (1,160,989) (325,108) Decrease (increase) in inventories 2,500,000 (254,559) Decrease in prepaid expenses - (70,368) Increase in other assets (208,625) - Decrease (Increase) in accounts payable and accrued expenses (1,136,241) 47,754 ------------- ---------------- Total adjustments 1,865,812 (715,620) ------------- ---------------- Net cash provided by (used in) operating activities 2,288,255 (5,993,065) ------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES : Acquisition of property and equipment (456,599) - ------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of notes payable - financial instituions (1,934,498) (1,446,034) Proceeds from convertible debentures - 1,000,000 Repayment of loans - - Proceeds from loan - 660,000 Stock subscription received 957,578 250,000 Proceeds from issuance of stock 2,375,041 350,200 Repayment to stockholders (3,311,551) - ------------- ---------------- Net cash used in (provided by) by financing activities (1,913,430) 814,166 ------------- ---------------- Net increase in cash (81,774) (5,178,899) Cash - beginning of period 97,465 (133,037) ------------- ---------------- Cash - end of period $ 15,691 $ (5,311,936) ============= ================ - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION : Interest paid $ 47,412 $ 523,116 ============= ================ Taxes paid $ 7,898 $ - ============= ================ NON-CASH FINANICING AND INVESTING ACTIVITIES: Forgiveness of debt by financial institution $ 4,446,040 $ - ============= ================ Assumption of note payable by stockholders - 3,500,000 ============= ================ Beneficial conversion features recorded as additional paid-in capital - 432,000 ============= ================ Conversion of debentures $ 1,300,000 $ - ============= ================ Forgiveness of notes payable by related party $ 2,000,000 $ - ============= ================
See notes to consolidated financial statements F-4 AMERICAN JEWELRY CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying condensed financial statements have been prepared in accordance with generally accounting principles for interim financial information and with instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three-month and nine-month periods ended September 30, 2000 are not necessarily indicative of the results to be expected for the year ended December 31, 2000. The condensed interim financial statements should be read in conjunction with the audited financial statements and notes, contained in the Form 8-K filed on June 15, 2000. 2. ACQUISITIONS a. On April 11, 2000, American Jewelry Corp., formerly known as United Ventures Group, Inc. ("UVGI"), completed the acquisition of Advanced Ceiling Supplies, Inc. ("ACSI") under an agreement dated as of April 3, 2000. As part of the acquisition, UVGI acquired 666 shares of ACSI's common stock in exchange for 400,000 shares of the capital stock of UVGI and $110,000 in cash, of which $90,000 were paid to cover closing costs. As a result of this transaction, UVGI received 100% of the outstanding common stock of ACSI. b. On October 2, 2000 UVGI acquired NIGT, Inc. ("NIGT"), a New York based private jewelry company for $750,000 and. assumption of a senior subordinated convertible redeemable debenture in the amount of $1,000,000. The Company has already advanced $200,000 for such transaction and remaining will be paid at closing in cash and $300,000 promissory note.. 3. STOCKHOLDERS EQUITY During the nine months ended September 30, 2000, the principal shareholders assumed $2,000,000 of the Company's loans payable to unrelated third parties. This transaction was recorded as a capital contribution. 4. CHANGE OF NAME On October 16, 2000, stockholders of the company consented to change its name from United Venture Group, Inc. to American Jewelry Corp. Accordingly, Company has changed its ticker symbol to AMJY from UVGI. 5. STOCK COMPENSATION The Company issued 16,200,000 shares aggregating to $1,037,000. Such amount is recorded as compensation. F-5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2000 COMPARED TO NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 Net sales amounted to $8,185,985 for the Nine-month period ended September 30, 2000, compared to $3,650,994, an increase of $4,534,991 or 124% from the Nine-month period ended September 30, 1999. The increase of 124% is mainly due to a) the increase in the recognition of sales that were shipped in 1999 but recognized in year 2000 as per certain GAAP and SEC requirements, and b) the broadening of our product lines. Gross profit increased by $1,340,783 or 147% to $2,253,531 for the Nine-month period ended September 30, 2000 from $912,748 for the Nine-month period ended September 30, 1999. Gross profit as a percentage of net revenues increased to 27.6% for the Nine-month period ended September 30, 2000 from 25.0% for the Nine-month period ended September 30, 1999. The increase in gross profit as a percentage of net revenues is attributable to global sourcing of production, improved production and cost controls. Selling, General and Administrative expenses decreased by $2,459,580 or 66% to $1,278,821 or 15.7% of net revenues, for the Nine-month period ended September 30, 2000, from $3,738,401. or 103% of net revenues for the Nine-month period ended September 30, 1999. The principal decrease in expenses were due to a reduction of approximately $1,500,000 in bad debt expenses for the nine months ended September 30, 2000 compared to the nine-month period ended September 30, 1999. Expenses in 1999 were extraordinarily large due to certain uncollectible sales, which did not recur in 2000. Management was also successful in the recovery of $1,000,000 of bad debts that were incurred in 1999. Interest expenses decreased to $140,600 for the Nine-months ended September 30, 2000 from $1,928,676 for the Nine-months ended September 30, 1999. This decrease is primarily due to substantial reduction of financing debts and the non-recurrence of 1999 expenses of approximately $500,000 related to the beneficial conversion benefits of debentures issued in April 1999 recorded as interest. 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 Nine months ended September 30, 2000, the Company financed operations from proceeds from issuance of common stock and from net income from operations. As a result of repayment of all debts to finance institutions, forgiveness of other debts and conversions of outstanding debentures, we believe it will be able to finance future operations from cash generated from operations. Working capital increased from a deficit of $1,300,000 at December 31, 1999 to a positive position of $8,900,000 (an increase of $10,200,000) at September 30, 2000. The increase of working capital was generated by the forgiveness of debt to finance institutions of $4,400,000 (net of cash payment required), forgiveness of debt to third parties of $2,000,000, decrease in inventories of $2,000,000, proceeds from sale of stock of $1,000,000 offset by net reduction of accounts receivable, accounts payables and other expenses of $800,000. -6- On April 5, 2000 a settlement agreement was reached with a finance institution canceling a certain Term Promissory Note in the original principal amount of $2,000,000 from the Company to the finance institution; and a certain Term Promissory in the original principal amount of $3,500,000. We made a payment of $1,200,000 to the finance institution in immediately available funds. The finance institution received 4,000,000 restricted common stock shares of the company, subject to certain terms and conditions, more fully explained in the Company's financial statements for the year ended December 31, 1999 (Note 8). As a result of this settlement the Company recognized a net gain from the extinguishment of debt of $4,400,000 recorded as addition to Additional Paid in Capital. -7- PART II - OTHER INFORMATION Item 1. Legal Proceedings. ----------------- None. Item 2. Changes in Securities and Use of Proceeds. ------------------------------------------ None. Item 3. Defaults Upon Senior Securities. ------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- (a) Date of Annual Meeting of Stockholders - October 13, 2000 (b) Directors Elected at the Annual Meeting - Isaac Nussen, George Weisz, Eric J. Rothschild and Israel Braun. (c) 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 Amendment to Certificate of Incorporation to Increase Authorized Shares of Common Stock: STOCKHOLDER VOTES ----------------- For: 187,022,137 Against: 3,907,050 Abstentions: 64,215 Broker non-votes: 0 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 -8- Item 5. Other Information. ----------------- None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K None. -9- SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 14, 2000 American Jewelry Corp. By: /s/ Isaac Nussen ------------------------------------------- Name: Issaac Nussen Title: President and Chief Executive Officer -10- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 27 Financial Data Schedule -11- EX-27 2 0002.txt FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 3-MOS DEC-30-2000 JUL-01-2000 SEP-30-2000 15,691 0 4,873,373 1,339,529 7,285,730 10,835,265 2,888,853 2,263,951 12,060,771 1,900,898 0 0 200 110,195 10,049,478) 12,060,771 8,185,985 8,185,985 5,932,454 5,932,454 1,690,488 0 140,600 422,443 0 422,443 0 0 0 422,443) 0.01 0.01
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