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: April 6, 2000 ADVANCED CEILING SUPPLIES, INC. (Exact name of registrant as specified in its charter) Colorado 000-28663 84-1516192 - ---------------- --------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 2338 Broadway, #100, Boulder, CO 80304 - -------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 422-8127 Not Applicable (Former name or former address, if changed since last report.) Item 1. Changes in Control of Registrant On April 3, 2000, four major shareholders of the Registrant agreed to sell and sold to United Venture Group, Inc. a total of 660 shares of common stock of Registrant, constituting 98.2% of the Company for $163.69 per share. The purchaser, United Veture Group, Inc. intends to acquire the remaining 12 shares of stock from other shareholders within three days after April 3, 2000 at $163.69 per share. Upon completion of the purchase of all issued and outstanding shares of Registrant, United Venture Group, Inc. intends to merge with Registrant as a wholly owned subsidiary pursuant to Delaware and Colorado law. The Registrant will change its name to United Venture Group, Inc. Item 2. Acquisition or Disposition of Assets None. Item 3. Bankruptcy or Receivership None. Item 4. Changes in Accountants None. Item 5. Other Events None. Item 6. Resignation of Directors It is anticipated that existing directors will resign and new directors will be appointed. Item 7. Financial Statements Pro Forma Financial & Exhibits 10.1 Share Purchase Agreement 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 thereunto duly authorized. Date: /s/ Scott Deitler ADVANCED CEILING SUPPLIES, INC. By: ------------------------------------ Scott Deitler President