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 March 31, 2004

                         Commission File Number 0-20642


                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
              -----------------------------------------------------
             (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
                 ----------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (864) 848-1900
              ----------------------------------------------------
              (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 May 12, 2004
          ------------                      ------------------------------
          Common Stock                                13,125,652

<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>
<CAPTION>
                                  American Consolidated Management Group, Inc.
                                    Consolidated Balance Sheets (Unaudited)


                                                                         3/31/04                        12/31/03
                                                                      -------------                  -------------
                                                                       (unaudited)                      (audited)
<S>                                                                   <C>                            <C>
ASSETS

Current Assets

Cash                                                                  $         182                  $       1,008
                                                                      -------------                  -------------
 Total Current Assets                                                           182                          1,008


Construction in Progress                                                      5,739                            -
                                                                      -------------                  -------------
Total Property Plant and Equipment                                            5,739                            -


     Total Assets                                                     $       5,921                  $       1,008
                                                                      =============                  =============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities


Related Party Payables                                                    7,875,569                      7,347,235
Payable and Accrued Expenses                                                399,440                        333,486
Other                                                                        65,000                         65,000
                                                                      -------------                  -------------

Current Liabilities                                                       8,340,009                      7,745,721
                                                                      -------------                  -------------

Commitments and Contingencies

Common Stock, $.01 par value, 70,000,000 shares
     authorized, 13,125,652 and 11,925,653 shares issued
     and outstanding, respectively                                          131,257                        119,257
Paid in capital                                                           1,807,335                      1,212,454
Unearned Stock Compensation                                                (126,720)                           -
Accumulated Deficit                                                     (10,145,960)                    (9,076,424)
                                                                      -------------                  -------------

Total Shareholder's Deficit                                              (8,334,088)                    (7,744,713)
                                                                      -------------                  -------------

     Total Liabilities and Equity                                     $       5,921                  $       1,008
                                                                      =============                  =============



                      See accompanying notes to condensed consolidated financial statements.

                                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  American Consolidated Management Group, Inc.
                                Consolidated Statement of Operations (Unaudited)


                                                                                Three Months Ended
                                                                     March 31, 2004             March 31, 2003
                                                                    ----------------           ----------------
<S>                                                                 <C>                        <C>
Revenues                                                            $              -           $              -

General and Administrative Expenses

     Legal                                                                   174,522                          -
     Consulting                                                              298,247                          -
     Other                                                                   121,352                     18,605
                                                                    ----------------           ----------------
Total General and Administrative Expenses                                    594,121                     18,605
                                                                    ----------------           ----------------
(Loss) from Operations                                                      (594,121)                   (18,605)

Other Expenses

    Interest Expense                                                         475,416                    319,814
                                                                    ----------------           ----------------
Loss before provision for Income taxes                                   (1,069,537)                  (338,419)
                                                                    ----------------           ----------------

Provision for Income taxes                                                         -                          -
                                                                    ----------------           ----------------
Net Loss
                                                                          (1,069,537)                  (338,419)
                                                                    ================           ================

Loss per Share, basic and diluted                                   $          (0.09)          $          (0.03)
                                                                    ================           ================

Weighted Average Shares, basic and diluted                                12,004,774                 11,925,653
                                                                    ================           ================



                    See accompanying notes to condensed consolidated financial statements.

                                                      3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          American Consolidated Management Group, Inc.
                                        Consolidated Statement of Cash Flows (Unaudited)


                                                                                     Three Months Ended
                                                                           March 31, 2004           March 31, 2003
                                                                           --------------           --------------
<S>                                                                        <C>                      <C>
Operating Activities
   Net (Loss)                                                              $  (1,069,537)           $    (338,419)
   Adjustments to reconcile net (loss) to net cash used for
       operating activities:
         Issuance of Stock for Services Rendered                                 480,162                        -
         Increase (Decrease) in Accounts Payable and Accruals                     55,375                   14,700
                                                                           -------------            -------------
                Net cash used for Operating activities                          (534,000)                (323,719)

Investing Activities
   Capital Expenditures                                                           (5,739)                       -
                                                                           -------------            -------------
                Net cash used for Investing activities                            (5,739)                       -

Financing Activities
   Net Proceeds from Related Party Payables                                      538,913                  323,719
                                                                           -------------            -------------
                Net cash provided by Financing activities                        538,913                  323,719
                                                                           -------------            -------------

Net Change in Cash and Cash Equivalents                                             (826)                       -

Cash at the Beginning of the Period                                                1,008                    1,008
                                                                           -------------            -------------

Cash at the End of the Period                                                        182                    1,008
                                                                           -------------            -------------
Cash Paid for:
   Interest                                                                            -                        -
   Taxes                                                                               -                        -
                                                                           -------------            -------------

                    See accompanying notes to condensed consolidated financial statements.

                                                     4
</TABLE>
<PAGE>

                  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 three
months ended March 31, 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 - Commitment and Contingencies

         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. 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 common 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.

         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.

                                       5
<PAGE>

         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.

NOTE 3 - Stock Compensation Related Transactions

         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.

         The first issuance of stock is as a result of the Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P. as explained in Note
2 and resulted in a charge of $97,500 for 195,000 shares of stock received
estimated based on the value of the stock received in lieu of payment of a
commitment fee in connection with the agreement.

         The Company issued 500,000 shares of stock to a consultant in
consideration for legal services, of which 250,000 shares were earned during the
first quarter 2004 and the remaining 250,000 shares will be earned in the second
quarter of 2004. The issuance of stock resulted in a $126,720 charge to income
based on the estimate of fair value of services rendered to the Company and
$126,720 in unearned stock compensation that will be expensed during the second
quarter of 2004 when such compensation is earned.

         The Company issued 500,000 shares of stock to a consultant for
providing consulting services relating to the acquisition and development of a
business opportunity involving the proprietary technology developed by Dr. Jack
Watkins. The issuance of this stock resulted in a $253,440 charge to income
during the first quarter based on an estimate of fair value of the services
rendered.

         The Company issued 5,000 shares of stock as consideration for services
rendered by Newbridge Securities Corporation. Newbridge is acting as the
Company's exclusive placement agent. (see Note 2). Expense related to issuance
of the stock resulted in a $2,500 charge to operations.

NOTE 4 - Subsequent Events

         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"). 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 ACMG. Beta Foods, LLC 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 May 2004, the Company also entered into Loan Agreements with Capital
Investments, LLC and Herschel Walker, an officer and director of the Company.
Each of these lenders provided 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. The Company does not have the funds
to repay these loans and does not anticipating generating sufficient revenues
during the next six months to repay the amounts owing. 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 loans or the funding, if available, will be
obtained on favorable terms.

                                       6
<PAGE>

NOTE 5 - Net 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
Statement of Financial Accounting Standards (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 6 - 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 minimal
cash on hand at March 31, 2004 and does not have sufficient funding to execute
its business plan. The Company believes that agreements set forth in Notes 2 and
4 will enable it to develop and market this technology to customers in the food
service industry. However, no assurance can be made that the provisions in the
Cornell Agreement can be met, and accordingly, that adequate financing to
operate the Company can be obtained.

                                       7
<PAGE>

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 $182 in cash as of March 31, 2004. As of March 31,
2004, the Company's working capital (deficit) was ($8,339,827) and current
liabilities were $8,340,009.

         The Company has experienced net losses during the past two fiscal years
and has a significant working capital deficit. During the past two fiscal years
the Company has had limited business operations. The Company anticipates having
a negative cash flow from operating activities in future quarters and years. The
Company also expects to incur further operating losses in future quarters and
years 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. 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.

                                       8
<PAGE>

Liquidity and Capital Resources

         To date, the Company has financed its operations principally through
private placements of debt and equity securities. The Company generated $538,913
in net proceeds through financing activities for the three months ended March
31, 2004. The Company used net cash of ($534,000) for operating activities
during the three months ended March 31, 2004. In the first quarter of 2004, the
Company issued 1,200,000 shares of common stock as payment for consulting
services. As of March 31, 2004, the Company's current liabilities totaled
$8,340,009 and the Company had working capital (deficit) of ($8,339,827).

         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 minimal
cash on hand at March 31, 2004 and does not have sufficient funding to execute
its business plan. The Company will need to obtain at least $1.8 million to
executed its business plan over the next twelve months. Thereafter, the Company
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 also entered into Loan Agreements with Upstate
Capital Investments, LLC and Herschel Walker, an officer and director of the
Company. Each of these lenders provided 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 common
stock as additional consideration for the loans. The Company does not have the
funds to repay these loans and does not anticipating generating sufficient
revenues during the next six months to repay the amounts owing. 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 loans 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.

                                       9
<PAGE>

         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.

         The first issuance of stock is as a result of the Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P., as described above,
and resulted in a charge of $97,500 for 195,000 shares of stock received
estimated based on the value of the stock received in lieu of payment of a
commitment fee in connection with the agreement.

         The Company issued 500,000 shares of stock to Richard Shanks, a
consultant, in consideration for legal services, of which 250,000 shares were
earned during the first quarter 2004 and the remaining 250,000 shares will be
earned in the second quarter of 2004. The issuance of stock resulted in a
$126,720 charge to income based on the estimate of fair value of services
rendered to the Company and $126,720 in unearned stock compensation that will be
expensed during the second quarter of 2004 when such compensation is earned.

         The Company issued 500,000 shares of stock to Joseph Tovey, a
consultant, for providing consulting services relating to the acquisition and
development of a business opportunity involving the proprietary technology
developed by Dr. Jack Watkins. The issuance of this stock resulted in a $253,440
charge to income during the first quarter based on an estimate of fair value of
the services rendered.

         The Company issued 500,000 shares of stock to Joseph Tovey, a
consultant, for providing consulting services relating to the acquisition and
development of a business opportunity involving the proprietary technology
developed by Dr. Jack Watkins. The issuance of this stock resulted in a $253,440
charge to income during the first quarter based on an estimate of fair value of
the services rendered.

Off-Balance Sheet Arrangements

         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 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.

         Management entered into this arrangement because it eliminated
approximately $6,100,000 in liabilities from its balance sheet at the cost of
paying increased royalties based on possible product sales in the amount the
Beta Obligations and the other amounts described in the prior paragraph.
Management of the Company believes that this agreement represents an off balance
sheet arrangement as defined in Item 303 of Regulation SB.

         The royalty payments are to be collected from ACMG as sales are
generated from the phytonutrient product. Currently, under this arrangement, the
Company has not generated any sales or signed any sales contracts related to the
phytonutrient product. Based on this, the Company has not recorded any liability
related to anticipated royalty payments.

                                       10
<PAGE>

         The Company does not have any other off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

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 SAFS 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
carry/forwards 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
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
March 31, 2004 pursuant to Exchange Act Rule 13a-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.

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<PAGE>

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 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities

         The Company filed an S-8 Registration Statement with the Securities and
Exchange Commission on March 22, 2004 relating to up to 2,500,000 shares of
common stock. The Commission file number is 333-113819. The Company has sold
1,000,000 shares of common stock to pursuant to such registration statement. The
Company has received no cash proceeds from the sale of such stock; rather, the
stock was issued as compensation for services rendered. As of March 31, 2004,
the Company had incurred expenses of less than $15,000 relating to the
Registration Statement. Expenses include legal fees, accounting fees, filing
fees and printing costs. None of the expenses constituted direct or indirect
payments to directors, officers, general partners of the Company or their
associates; to persons owning ten percent (10%) or more of any class of equity
securities of the Company; or to affiliates of the issuer. No underwriters
discounts, commissions or finders fees will be paid in connection with the
offering.

         In March 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,
subject to certain contingencies that have not been satisfied, 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 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. The securities issued to
Investor and Newbridge were exempt from registration under Sections 4(2) and
4(6) of the Securities Act of 1933 and pursuant to Regulations D as promulgated
under the Securities Act of 1933. The Company did not use an underwriter in
connection with these transactions.

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))

                                       12
<PAGE>

       EXHIBIT NO.                    DESCRIPTION OF EXHIBIT
       -----------                    ----------------------

         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

         10.4           Consulting Agreement, but and between the Company and
                        William Strenglis, dated January 13, 2004

         10.5           Registration Rights Agreement, by and between the
                        Company and Cornell Capital Partners, LP, dated March
                        14, 2004

         10.6           Placement Agent Agreement, by and between the Company,
                        Cornell Capital Partners, LP and Newbridge Securities
                        Corporation, dated March 14, 2004

         10.7           Compromise and Settlement Agreement, by and between the
                        Company and Associated Receivables Funding, Inc., dated
                        May 14, 2004

         10.8           License Agreement, by and between the Company and Beta
                        Foods, LLC, dated March 23, 2004

         10.9           Amendment to the License Agreement, by and between the
                        Company and Beta Foods, LLC, dated May 14, 2004

         10.10          Loan Agreement, by and between the Company and Herschel
                        Walker, dated May 14, 2004

         10.11          Loan Agreement, by and between the Company and Capital
                        Investments, LLC, dated May 14, 2004

         10.12          Standard Industrial Commercial Multi-Tenant Lease, dated
                        March 31, 2003

         10.13          Standard Sublease, dated March 15, 2004

         10.14          Consent to Sublease, by and between the Company and the
                        guarantor and lessor identified therein, dated March 19,
                        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:

         A current report on Form 8-K was filed on March 19, 2004 reporting
under Item 5 information relating to the Beta Agreement.

         A current report on Form 8-K was filed on March 24, 2004 reporting
under Item 5 additional information relating to the Beta Agreement.

         A current report on Form 8-K was filed on March 26, 2004 reporting
under Item 5 information relating to the Cornell Agreement.

                                       13
<PAGE>

                                   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: May 21, 2004                 By /s/ Herschel J. Walker
                                     ----------------------------------
                                     Herschel J. Walker
                                     President and CEO

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