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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June 29, 2006
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 14 pages.
Item 1.01 Entry into a Material Definitive Agreement26
On June 29, 2006, American Consolidated Management Group, Inc. entered
into a convertible loan agreement with Upstate Capital Investments, Inc. The
loan is in the principal amount of $500,000, representing (i) $225,832.25 in
cash and (ii) $274,176.75 in amounts that were previously paid to the Company in
cash while negotiating the terms of this loan and other amounts owed by the
Company. The loan accrues interest at the rate of twelve percent per annum, and
all principal and interest is due and payable in a single balloon payment on
June 28, 2007. In addition, the amounts owing on the loan are convertible into
common stock at the rate of one share of common stock for every $.20 that is
converted. The loan proceeds will be used for working capital and other
corporate purposes. Jack Shaw and Brian Holden, who the Company believes
together own over 2,000,000 shares of the Company's common stock, are affiliated
with Upstate Capital Investments, LLC. The Company does not have the funds to
repay the amounts owing on this loan.
In connection with the loan, the Company did not engage in general
solicitation and it determined that Upstate Capital Investments, Inc. was an
accredited and sophisticated investor. The Company did not use an underwriter in
connection with the above described transaction and the transaction was exempt
from registration pursuant to Sections 4(2) and 4(6) of the Securities Act of
1933 and Rule 506 as promulgated thereunder.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 29, 2006, American Consolidated Management Group, Inc. entered
into a loan agreement with Upstate Capital Investments, Inc. These arrangements
are described in Item 1.01, which is hereby incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities
On June 29, 2006, American Consolidated Management Group, Inc. entered
into a loan agreement with Upstate Capital Investments, Inc. These arrangements
are described in Item 1.01, which is hereby incorporated by reference.
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 Form of Convertible Loan Agreements with Upstate
Capital Investments, LLC in the aggregate principal
amount of $500,000
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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: July 5, 2006 By /s/ George E. Mappin
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George E. Mappin, Secretary, Acting
Treasurer, Controller and CFO
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