SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 6, 2002



                             AMERICAN JEWELRY CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


           0-28663                                       84-1516192
           -------                                       ----------
    (Commission File Number)                  (IRS Employer Identification No.)


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


       Registrant's telephone number, including area code: (212) 736-0880



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




ITEM 5.   OTHER EVENTS.
- -------   -------------

     On each of February 6,  February 19 and February 26, 2002,  the  Registrant
filed a Certificate of Change in Number of Authorized  Shares of Common Stock of
the  Registrant  with the  Secretary  of State of Nevada,  increasing  its total
number of  authorized  shares of common  stock,  par value  $0.01 per share (the
"Common Stock"), to 1,000,000,000 shares, 1,500,000,000 shares and 2,000,000,000
shares,  respectively.  Pursuant  to  Sections  78.207  and 78.209 of the Nevada
General  Corporation  Law, the  Registrant may increase its number of authorized
shares of Common  Stock  upon the vote and  approval  of its Board of  Directors
without  obtaining  the approval of its  stockholders.  The number of authorized
shares of Common Stock was increased to enable the issuance of additional shares
of Common Stock upon conversion of the  Registrant's  outstanding 8% Convertible
Debentures in the aggregate amount of $900,000.







                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: March 1, 2002

                                     AMERICAN JEWELRY CORP.


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