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)
March 1, 2005
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 0-20642 87-0375093
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
714 Fairview Road, Greer, South Carolina 29651
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(864) 848-1900
---------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13c-4(c)
This document contains a total of 11 pages.
Item 1.01 Entry into a Material Definitive Agreement
American Consolidated Management Group, Inc. has entered into an
agreement with Nu Specialty Foods Group, LLC, a North Carolina limited liability
company located in Graham, North Carolina whereby Nu Specialty Foods shall
purchase a special blend of Sunutra(TM) powders for incorporation into their
biscuit product line. Specifically, the products covered by this agreement as
for the food service industry and consist of frozen unbaked biscuit dough,
frozen baked biscuits, and biscuit dry-mix. Nu Specialty will possess the
exclusive right to manufacture these products with Sunutra(TM) for a period of
three (3) years provided certain minimum purchase requirements are maintained.
In addition, Nu Specialty must purchase a minimum of 1,586 pounds of this powder
on, or before June 1, 2005 thereby guaranteeing ACMG with minimum cash inflow in
excess of $100,000.00. Nu Specialty is a specialized food company that supplies
certain fast food chains as well as school lunch programs across the U.S. ACMG
is continuing to negotiate with other food processors and hopes that additional
customers will be entering into similar agreements. All agreements, including
the Nu Specialty contract, require the maintenance of confidentiality of this
Company's technology, and a covenant not to reverse engineer that technology.
Prior to the finalization of any agreements, each potential customer is required
to execute and deliver to ACMG a confidentiality agreement as well as a material
transfer agreement. Other firms have executed such agreements, and discussions
and testing are now ongoing.
Item 9.01 Financial Statements and Exhibits
a. Financial statements of businesses acquired
Not applicable.
b. Pro forma financial information
Not applicable.
c. Exhibits
Number Description
10.1 Agreement by and between the Company and Nu Specialty
Foods Group, L.L.C., dated March 1, 2005
2
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.
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
(Registrant)
Date: March 1, 2005 By /s/ Herschel J. Walker
-------------------------------------
Herschel J. Walker
President and CEO
3