SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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November 23, 2005
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-20642 87-0375093
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
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)
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 4 pages.
Item 1.01 Entry into a Material Definitive Agreement
On January 11, 2005, the Company filed a petition for declaratory
judgment against Aloe Commodities International, Inc. ("Aloe"), in the K-192nd
Judicial District Court, Dallas County, Texas, under Cause No. 05-00355. Aloe
was asserting that the Company owes Aloe money pursuant to a promissory note
executed by Renaissance Man, Inc. ("RMI"), a Texas corporation and subsidiary of
the Company, with a remaining principal balance of $800,000, plus interest, as
well as an additional $110,744 for claims inventory purchases made by RMI, plus
an additional $150,000 which claim consists of shares of Aloe Commodities
International, Inc. transferred by Scott and Diane McKnight in settlement of a
debt claims by a third party against RMI (the "Aloe Claims").
On November 23, 2005, the parties entered into an agreement whereby all
of the Aloe Claims and any other claims that the parties had against each other
were mutually released. In consideration for the release of the claims, the
Company agreed to issue to Aloe a convertible debenture in the amount of
$110,743.59. This debenture will accrue interest at the rate of six percent (6%)
simple interest per annum and has a two year maturity. Upon maturity of said
debenture, Aloe may elect to either receive a cash payment in the full face
amount of the debenture, plus accrued interest, or it may elect to receive
common shares of the Company, said conversion to be accomplished by calculating
the average closing market price for said shares for the five (5) trading days
preceding said maturity, times eighty percent (80%) of said average market
price; such that, Aloe will be entitled to receive a number of share equal to
the total outstanding principal and accrued but unpaid interest divided by the
resultant price per share as calculated using the above-described calculation.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On November 23, 2005, the Company entered into an agreement to issue a
debenture in the principal amount of $110,743.59 in settlement of litigation
with Aloe. These arrangements are described in Item 1.01.
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
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10.1 Settlement Agreement, effective November 23, 2005
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: November 28, 2005 By /s/ Ed Rensi
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Ed Rensi
CEO
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