FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2004
Commission File Number 0-20642
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Utah 87-0375093
-------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
714 Fairview Road, Greer, South Carolina 29651
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(Address of principal executive offices)
(Zip Code)
(864) 848-1900
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding as of August 11, 2004
------------ ---------------------------------
Common Stock 13,125,652
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
American Consolidated Management Group, Inc.
Balance Sheets
6/30/04 12/31/03
------------- -------------
(unaudited)
ASSETS
Current Assets
Cash $ 130,026 $ 1,008
Accounts Receivable 2,145 -
Inventory 12,399 -
Prepaids 36,182 -
------------- -------------
Total Current Assets 180,752 1,008
Construction in Progress 47,978 -
------------- -------------
Total Property Plant and Equipment 47,978 -
Total Assets $ 228,730 $ 1,008
============= =============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Related Party Payables (Note 2) $ 2,023,483 $ 7,347,235
Payable and Accrued Expenses 454,853 333,486
Other 65,000 65,000
------------- -------------
Current Liabilities 2,543,336 7,745,721
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Long-Term Liabilities
Contingent Royalities Payable (Note 3) 2,640,000 -
Commitments and Contingencies
Common Stock, $.01 par value, 70,000,000 shares
authorized, 13,125,652 issued and outstanding 131,257 119,257
Paid in capital 1,807,334 1,212,454
Unearned Stock Compensation - -
Accumulated Deficit (6,893,197) (9,076,424)
------------- -------------
Total Shareholder's Deficit (4,954,606) (7,744,713)
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Total Liabilities and Equity $ 228,730 $ 1,008
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2
American Consolidated Management Group, Inc.
Statement of Operations (Unaudited)
Three Months Ended Six Months Ended
June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003
------------- ------------- ------------- -------------
Revenues $ 2,145 $ - $ 2,145 $ -
Cost of Goods Sold 1,164 - 1,164 -
------------- ------------- ------------- -------------
Gross Profit 981 - 981 -
General and Administrative Expenses
Legal 137,826 - 312,348 -
Consulting 82,673 - 380,920 -
Marketing and Advertising - - 17,558 -
Other 54,054 12,092 57,848 30,697
------------- ------------- ------------- -------------
Total General and Administrative Expenses 274,553 12,092 768,674 30,697
------------- ------------- ------------- -------------
(Loss) from Operations (273,572) (12,092) (767,693) (30,697)
Other Income(Expense)
Gain on Extinguishment of Debt (Note 3) 3,746,897 - 3,746,897 -
Interest Expense (220,561) (344,630) (695,977) (664,444)
Debt Placement - - (100,000) -
Other - 1,896 - 1,896
------------- ------------- ------------- -------------
Total Other Income(Expense) 3,526,336 (342,734) 2,950,920 (662,548)
------------- ------------- ------------- -------------
Income (Loss) before provision for Income taxes 3,252,764 (354,826) 2,183,227 (693,245)
------------- ------------- ------------- -------------
Provision for Income taxes - - - -
------------- ------------- ------------- -------------
Net Income (Loss) $ 3,252,764 $ (354,826) $ 2,183,227 $ (693,245)
============= ============= ============= =============
Loss per Share, basic and diluted $ 0.25 $ (0.03) $ 0.17 $ (0.06)
============= ============= ============= =============
Weighted Average Shares, basic and diluted 13,125,652 11,925,653 12,565,213 11,925,653
============= ============= ============= =============
3
American Consolidated Management Group, Inc.
Statement of Cash Flows (Unaudited)
Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Operating Activities
Net (Loss) $ 2,183,227 $ (693,244)
Adjustments to reconcile net (loss)
to net cash used for operating
activities
Issuance of Stock for Services Rendered 606,882 -
Gain on Extinguishment of Debt (3,746,697) -
Increase (Decrease) in cash due to changes in
Inventory (12,399) -
Accounts Receivable (2,145) -
Prepaids (36,182) -
Accounts Payable and Accruals 121,367 29,400
------------ ------------
Net cash used for Operating activities (885,947) (663,845)
Investing Activities
Capital Expenditures (47,978) -
------------ ------------
Net cash used for Investing activities (47,978) -
Financing Activities
Net Proceeds from Related Party Payables 1,062,943 663,844
------------ ------------
Net cash provided by Financing activities 1,062,943 663,844
------------ ------------
Net Change in Cash and Cash Equivalents 129,018 -
Cash at the Beginning of the Period 1,008 1,008
------------ ------------
Cash at the End of the Period $ 130,026 $ 1,008
============ ============
Cash Paid for:
Interest - -
------------ ------------
Taxes - -
------------ ------------
4
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - Interim Condensed Consolidated Financial Statements
The accompanying condensed consolidated financial statements have been
prepared without audit. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows as of the dates and
for the periods presented herein have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to the Securities and Exchange Commission's rules and regulations. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the December
31, 2003 Annual Report on Form 10-KSB. The results of operations for the six
months ended June 30, 2004 are not necessarily indicative of the operating
results that may be expected for the year ending December 31, 2004. The
Company's significant accounting policies are set forth in Note 2 to the
consolidated financial statements in the December 31, 2003 Annual Report on Form
10-KSB.
NOTE 2 - Related Party Payables
In May 2004, the Company entered into Loan Agreements with Capital
Investments, LLC and Herschel Walker, an officer and director of the Company.
Each of these lenders agreed to provide the Company with a $350,000 loan that
accrues interest at the rate of ten percent per annum and is due in a single
balloon payment on the six month anniversary of the agreement. The Company also
agreed to issue to each of the lenders 50,000 shares of the Company's restricted
stock as additional consideration for the loans. Capital Investments, LLC funded
its loan obligation in May 2004, included in Related Party Payables. Mr. Walker
has not funded his loan obligation and will not in the future. The Company does
not have the funds to repay and does not anticipate generating sufficient
revenues prior to November 2004 to repay the amounts owing on the Capital
Investments, LLC, loan. As a result, the Company will need to find funding from
other sources to repay the amounts owed. There can be no assurance that the
Company will be successful in locating additional sources of funding to repay
the loan or the funding, if available, will be obtained on favorable terms.
NOTE 3 - Contingent Royalty Payable
As of March 31, 2004, Associated Receivables Funding, Inc. ("ARF")
claimed that approximately $6,457,600 was allegedly owed in connection with
certain funding that was provided by ARF. The Company disputed the amount of the
obligation. On or about May 14, 2004, the Company entered into a Compromise and
Settlement Agreement (the "Settlement") which effectively eliminates a
significant amount of the obligation to ARF. Under the terms of the Settlement,
ARF released all claims against the Company except for an obligation for the
Company to pay ARF $360,000, which is included in Related Party Payables on the
balance sheet. The Company has no obligation to pay ARF any additional amounts.
As additional consideration to enter into the Settlement, Beta Foods, L.L.C.
agreed to assume an obligation to pay ARF the amount of $2,640,000 (the "Beta
Obligation"). The liability of Beta Foods, L.L.C. to pay the Beta Obligation is
expressly limited to increased royalty payments by the Company under the Beta
Agreement which is contingent on sales of the phytonutrient product by ACMG.
Beta Foods, L.L.C. is not required to use any of its general assets or
operations to repay this obligation. As consideration for Beta Foods, L.L.C. to
assume the Beta Obligation, the Company agreed to increase the amount of the
royalty payable to Beta Foods, L.L.C in connection with the sale of Company
product to 30% until such obligation is satisfied and until amounts equal to the
additional tax liabilities incurred by Beta Foods, L.L.C. and its members have
been paid.
In accordance with Statement of Financial Accounting Standards (SFAS)
No. 15 "Accounting for Debtors and Creditors in Troubled Debt Restructurings",
the maximum amount of additional royalties due under the agreement of $2,640,000
is recorded as a long-term contingent royalty liability on the balance sheet as
of June 30, 2004. This liability will be reduced by the additional royalty
5
earned from sales, if any, of the phytonutrient product by ACMG. At such a time
that no further sales of the phytonutrient product by ACMG will occur, any
remaining liability will be removed from the balance sheet since no obligation
to repay the contingent liability exists outside of the one generated by sales
of the phytonutrient product by ACMG.
The net impact of defeasance of the debt and establishing a contingent royalty
liability has been record as gain on debt extinguishment during the quarter in
the amount of approximately $3,747,000.
NOTE 4 - Net Income(Loss) Per Common Share
Basic net loss per common share is computed on the basis of the
weighted average number of common shares outstanding in accordance with SFAS No.
128, Earnings per Share. The treasury stock method is used to compute the effect
of stock options on the weighted average number of common shares outstanding for
the diluted method. Since the Company incurred a loss, the effect of stock
options on the treasury stock method is anti-dilutive.
NOTE 5 - Going Concern
At December 31, 2003, in the Company's audited financial statements
included in its Form 10-KSB the audit report contained an explanatory paragraph,
which raised substantial doubt about the ability of the Company to continue as a
going concern. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. Because of significant losses
and the lack of any revenue generating activities, the Company's ability to
continue as a going concern is dependent on attaining future profitable
operations, and obtaining additional financing and/or equity. There can be no
assurance that the Company will continue as a going concern.
The Company's working capital requirements for the foreseeable future
will vary based upon a number of factors, including the costs to complete
product development work, the cost of completing its facilities, the timing of
market launches and the level of sales of its products. The Company had $130,026
of cash on hand at June 30, 2004, however, more cash is needed to execute its
business plan. There can be no assurance that the Company will obtain sufficient
funding to execute its business plan or that if implemented, the plan will be
successful.
6
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.
Financial Position
The Company had $130,026 in cash as of June 30, 2004. As of June 30,
2004, the Company's working capital deficit was $2,362,584 and current
liabilities were $2,543,336.
The Company has experienced net operating losses during the past two
fiscal years and has a significant working capital deficit. The Company
anticipates having a negative cash flow from operating activities in future
quarters. The Company also expects to incur further operating losses in the
future until such time, if ever, as there is a substantial increase in orders
for its products and product sales generating sufficient revenue to fund its
continuing operations. There can be no assurance that sales of its products will
ever generate significant revenue, that the Company will ever generate positive
cash flow from its operations or that it will attain or thereafter sustain
profitability in any future period. In light of these circumstances, the ability
of the Company to continue as a going concern is significantly in doubt. The
attached financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Plan of Operation
On March 23, 2004, the Company entered into a license agreement with
Beta Foods, LLC (the "Beta Agreement"). The Company has obtained an exclusive
license to enhance, commercialize, manufacture and market the all-natural plant
product compound (the trade secret technology) developed by Dr. Jack Watkins in
the United States, Mexico, Central America, Canada and all countries in the
European Union for a term of fifty years. In consideration for the license, the
Company agreed to pay Beta Foods, LLC (i) a 10% royalty on product sales, (ii)
$300,000 and (iii) 2,500,000 shares of the Company's restricted stock.
Approximately 25% of Beta Foods, L.L.C. is beneficially owned by family members
of Mr. George Mappin, a director and officer of the Company, approximately 25%
of Beta Foods, L.L.C. is beneficially owned by Mr. Herschel Walker, a director
and officer of the Company and approximately 25% of Beta Foods, L.L.C. is
beneficially owned by family members of Mr. Richard Shanks, a shareholder of the
Company.
Effective April 12, 2004, the Company also entered into a one-year
lease for a plant for the manufacture, development and application of the
process, and began acquiring manufacturing and laboratory equipment to
manufacture, test, analyze and enhance the technology. Lease payments will be
$6,182 per month until the end of the lease on April 30, 2005. Funding for
equipment acquisitions is anticipated to be provided from capital raised from
the agreement with Cornell Capital Partners, L.P., discussed below, although
there can be no assurance that such funding will be available.
The Company's business plan does not contemplate distributing this
powder or a food product containing it directly to the consumer at first, but
selling the powder custom blended by product to leading food manufacturers to
include in their domestic or worldwide product lines. The Company believes this
will be attractive to food manufacturers because it will allow these selected
manufacturers to sell a more nutritious product or a nutritious version of an
existing product. To date, the Company has not entered into substantial
agreements with food manufacturers and there can be no assurance that the
Company will enter into significant agreements with such manufacturers. In
furtherance of the its objective, the Company has also started to assemble a
management team of experienced professionals within the food industry to
commercialize this product.
7
Liquidity and Capital Resources
To date, the Company has financed its operations principally through
private placements of debt and equity securities. The Company generated
$1,062,943 in net proceeds through financing activities from related party
payables for the six months ended June 30, 2004. The Company used net cash of
($885,947) for operating activities during the six months ended June 30, 2004.
As of June 30, 2004, the Company's current liabilities totaled $2,543,336 and
the Company had working capital deficit of $2,362,584.
The Company's working capital requirements for the foreseeable future
will vary based upon a number of factors, including the costs to complete
product development work, the cost of completing its facilities, the timing of
market launches and the level of sales of its products. The Company had $130,026
of cash on hand at June 30, 2004, however more cash in needed to execute its
business plan. The Company will need to obtain at least $1.8 million to execute
its business plan over the next twelve months. Thereafter, the Company's cash
needs have not been determined. The Company believes that with the Beta
Agreement it will be able to successfully seek and obtain financing from capital
and credit sources, which will enable it to develop and market this technology
to customers in the food service industry. The Company is currently involved in
ongoing negotiations with several food service providers, as well as capital and
credit sources, and when, and if, certain contingencies are met by the Company,
a contract, or contracts, as well as financing, may follow. However, the Company
has no contractual arrangements that guarantee that the Company will have
adequate funding during 2004 and there can be no assurance that additional
funding will be available on commercially reasonable terms or at all. Any
inability to obtain necessary funding will have a material adverse effect on the
Company, including possibly requiring the Company to cease its operations.
In May 2004, the Company entered into Loan Agreements with Capital
Investments, LLC and Herschel Walker, an officer and director of the Company.
Each of these lenders agreed to provide the Company with a $350,000 loan that
accrues interest at the rate of ten percent per annum and is due in a single
balloon payment on the six month anniversary of the agreement. The Company also
agreed to issue to each of the lenders 50,000 shares of the Company's restricted
stock as additional consideration for the loans. Capital Investments, LLC funded
its loan obligation in May 2004 and the Company plans to issue the 50,000 shares
owed to Capital Investments, LLC in connection with this loan in the immediate
future. Mr. Walker has not funded his loan obligation and will not in the
future. As a result, the Company will not be issuing any shares to Mr. Walker in
connection with his loan. The Company does not have the funds and does not
anticipate generating sufficient revenues prior to November 2004 to repay the
amounts owing on the Capital Investments, LLC, loan. As a result, the Company
will need to find funding from other sources to repay the amounts owed. There
can be no assurance that the Company will be successful in locating additional
sources of funding to repay the loan or the funding, if available, will be
obtained on favorable terms.
On March 25, 2004, the Company entered into a final Standby Equity
Distribution Agreement (the "Cornell Agreement") with Cornell Capital Partners,
L.P. (the "Investor"), a Delaware limited partnership. This agreement provides
for that the Company may receive up to $10,000,000 in funding from the sale of
common stock, payable in installments. The funding may occur over a period of
two years. Investor received 195,000 shares of the Company's common stock as a
commitment fee in connection with the Cornell Agreement. The Cornell Agreement
contains certain provisions that must be met prior to funding, including, but
not limited to, a requirement that a resale registration statement with respect
to the securities to be acquired by Investor is filed and has been declared
effective by the SEC and the authorization for the Company's common stock to be
traded in the OTC Bulletin Board. Because these contingencies have not been
satisfied and there can be no assurance that these and other contingencies will
be satisfied, there can be no assurance that any funding will be provided by
Investor under the Cornell Agreement. In connection with the Cornell Agreement,
the Company also executed a Registration Rights Agreement, Placement Agent
Agreement and Escrow Agreement.
The Company also entered into an agreement with Newbridge Securities
Corporation ("Newbridge") in March 2004. Under the terms of this agreement,
Newbridge is acting as the Company's exclusive placement agent in connection
with the Cornell Agreement. Newbridge is providing placement agent related
services under this Agreement. The services will be performed during the period
that the Cornell Agreement is in effect. The Company has issued to Newbridge
5,000 shares of the Company's common stock as consideration for services under
this agreement.
8
Stock Based Compensation
During the quarter ended March 31, 2004, the Company issued 1,200,000
shares of stock as compensation for services or in lieu of fees charged for the
transaction. During the three months ended June 30, 2004, the Company issued no
shares of stock.
Contingent Royalty Payable
As of March 31, 2004, Associated Receivables Funding, Inc. ("ARF")
claimed that approximately $6,457,600 was allegedly owed in connection with
certain funding that was provided by ARF. The Company disputed the amount of the
obligation. On or about May 14, 2004, the Company entered into a Compromise and
Settlement Agreement (the "Settlement") which effectively eliminates a
significant amount of the obligation to ARF. Under the terms of the Settlement,
ARF released all claims against the Company except for an obligation for the
Company to pay ARF $360,000. The Company has no obligation to pay ARF any
additional amounts. As additional consideration to enter into the Settlement,
Beta Foods, L.L.C. agreed to assume an obligation to pay ARF the amount of
$2,640,000 (the "Beta Obligation"). The liability of Beta Foods, L.L.C. to pay
the Beta Obligation is expressly limited to the payment of the increased royalty
amount under the Beta Agreement which are contingent on sales of the
phytonutrient product by the Company. Beta Foods, L.L.C. is not required to use
any of its general assets or operations to repay this obligation. As
consideration for Beta Foods, L.L.C. to assume the Beta Obligation, the Company
agreed to increase the amount of the royalty payable to Beta Foods, L.L.C in
connection with the sale of Company product to 30% until such obligation is
satisfied and until amounts equal to the additional tax liabilities incurred by
Beta Foods, L.L.C. and its members have been paid.
In accordance with SFAS No. 15 "Accounting for Debtors and Creditors in
Troubled Debt Restructurings", the maximum amount of additional royalties due
under the agreement of $2,640,000 is recorded as a long-term contingent royalty
liability on the balance sheet as of June 30, 2004. This liability will be
reduced by the additional royalty paid from sales, if any, of the phytonutrient
product by the Company. At such a time that no further sales of the
phytonutrient product by the Company will occur, any remaining liability will be
removed from the balance sheet since no obligation to repay the contingent
liability exists outside of the one generated by sales of the phytonutrient
product by the Company.
Critical Accounting Policies
The Company's accounting policies are discussed in Note 2 to the
Company's audited financial statements included in the Company's December 31,
2003 Annual Report on Form 10-KSB. Of these significant accounting policies, the
Company considers its policies regarding the Valuation Allowance for Deferred
Income Taxes to the most critical accounting policy due to significance of this
amount and judgment exercised in relation to this estimate. Under SFAS No. 109,
the Company can record a net deferred tax asset on its balance sheet and a net
deferred tax benefit on its income statement related to its net operating losses
if it believes that it is more likely than not that it will be able to utilize
its net operating losses to offset future taxable income utilizing certain
criteria required by SFAS No. 109. If the Company does not believe, based on the
balance of the evidence, that it is more likely than not that it can fully
utilize its net operating losses, it must reduce its deferred tax asset to the
amount that is expected to be realized through future realization of profits.
The Company has determined at this time that net operating losses
generated prior to the change in control (in 2002) are unusable by the Company.
The Company also believes it is more likely than not that net operating loss
carryforwards generated since the change in control will not be able to be used
due to recurrent operating losses and the Company has provided a full valuation
allowance for these amounts.
Forward-Looking Statements
When used in this Form 10-QSB or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
9
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and advises
readers that forward-looking statements involve various risks and uncertainties.
The Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.
Item 3. Controls and Procedures
The Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
June 30, 2004 pursuant to Exchange Act Rule 15a-15(e). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be
included in the Company's periodic SEC filings. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation.
10
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is named as a Defendant in a lawsuit initiated in the Court
of Common Pleas in Greenville County, South Carolina by JWT Specialized
Communications, Inc. The Company is a party as a result of its acquisition of
Renaissance Man, Inc. ("RMI"), which closed in September, 2002. The suit alleges
that advertising services were performed by JWT for RMI and payment was not
received for the same. The plaintiff is seeking $573,000 in damages. The Company
has answered the lawsuit and believes that the damages sought are excessive. The
Company is engaged in settlement negotiations, and local Court rules mandate
mediation and/or arbitration which, the Company is hopeful, will facilitate a
cost effective resolution, however, this lawsuit is subject to all of the risks
and uncertainties of litigation and there can be no assurance that this lawsuit
will be resolved on favorable terms.
Item 6. Exhibits and Reports on Form 8-K.
(a)
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
3(i).1 Articles of Restatement of Articles of Incorporation
(Incorporated by reference to Exhibit 3(i).1 of the Company's
Quarterly Report on Form 10-QSB, dated June 30, 2002)
3(ii).1 Bylaws of the Company (Incorporated by reference to Exhibit
3(ii).1 of the Company's Annual Report on Form 10-KSB, dated
December 31, 2000)
10.1 2004 Professional Employee Consultant Stock Compensation Plan
(Incorporated by reference to Exhibit 4.5 of the Company's
Registration Statement on Form S-8 (SEC File No. 333-113819))
10.2 Standby Equity Distribution Agreement between the Company and
Cornell Capital Partners, LLP dated March 25, 2004
(Incorporated by reference to Exhibit 10.4 of the Company's
Annual Report on Form 10-KSB, dated December 31, 2003)
10.3 Escrow Agreement, by and between the Company, Cornell Capital
Partners, LP and Butler Gonzalez, LLP, dated March, 2004
(Incorporated by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-QSB, dated March 31, 2004)
10.4 Consulting Agreement, but and between the Company and William
Strenglis, dated January 13, 2004 (Incorporated by reference
to Exhibit 10.4 of the Company's Quarterly Report on Form
10-QSB, dated March 31, 2004)
10.5 Registration Rights Agreement, by and between the Company and
Cornell Capital Partners, LP, dated March 14, 2004
(Incorporated by reference to Exhibit 10.5 of the Company's
Quarterly Report on Form 10-QSB, dated March 31, 2004)
10.6 Placement Agent Agreement, by and between the Company, Cornell
Capital Partners, LP and Newbridge Securities Corporation,
dated March 14, 2004 (Incorporated by reference to Exhibit
10.6 of the Company's Quarterly Report on Form 10-QSB, dated
March 31, 2004)
10.7 Compromise and Settlement Agreement, by and between the
Company and Associated Receivables Funding, Inc., dated May
14, 2004 (Incorporated by reference to Exhibit 10.7 of the
Company's Quarterly Report on Form 10-QSB, dated March 31,
2004)
10.8 License Agreement, by and between the Company and Beta Foods,
LLC, dated March 23, 2004 (Incorporated by reference to
Exhibit 10.8 of the Company's Quarterly Report on Form 10-QSB,
dated March 31, 2004)
11
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
10.9 Amendment to the License Agreement, by and between the Company
and Beta Foods, LLC, dated May 14, 2004 (Incorporated by
reference to Exhibit 10.9 of the Company's Quarterly Report on
Form 10-QSB, dated March 31, 2004)
10.10 Loan Agreement, by and between the Company and Herschel
Walker, dated May 14, 2004 (Incorporated by reference to
Exhibit 10.10 of the Company's Quarterly Report on Form
10-QSB, dated March 31, 2004)
10.11 Loan Agreement, by and between the Company and Capital
Investments, LLC, dated May 14, 2004 (Incorporated by
reference to Exhibit 10.11 of the Company's Quarterly Report
on Form 10-QSB, dated March 31, 2004)
10.12 Standard Industrial Commercial Multi-Tenant Lease, dated March
31, 2003 (Incorporated by reference to Exhibit 10.12 of the
Company's Quarterly Report on Form 10-QSB, dated March 31,
2004)
10.13 Standard Sublease, dated March 15, 2004 (Incorporated by
reference to Exhibit 10.13 of the Company's Quarterly Report
on Form 10-QSB, dated March 31, 2004)
10.14 Consent to Sublease, by and between the Company and the
guarantor and lessor identified therein, dated March 19, 2004
(Incorporated by reference to Exhibit 10.14 of the Company's
Quarterly Report on Form 10-QSB, dated March 31, 2004)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
(Registrant)
Date: August 12, 2004 By /s/ Herschel J. Walker
------------------------------------
Herschel J. Walker
President and CEO
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