UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-QSB/A

(Amendment No. 1)





(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended March 31, 2004.



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------

For the transition period from  to

Commission file number: 0-20642





AMERICAN CONSOLIDATED
MANAGEMENT GROUP, INC.

(Exact name of small business issuer as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Utah                                                           |  | 87-0375093                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

714 Fairview Road, Greer, South Carolina 29651

(Address of principal executive offices)

(864) 848-1900

(Issuers telephone number)

None

(Former name, former address and former fiscal year, if changed since
last report)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.    Yes  x    No   ̈

Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:



|             |  |                               
|------------ |  | ------------------------------
|Class        |  | Outstanding as of May 12, 2004
|Common Stock |  | 13,125,652                    

Transitional Small Business Disclosure Format (Check one):    Yes   ̈    No  x









---

EXPLANATORY NOTE

American Consolidated Management Group, Inc. (the Company) is filing this Form 10-QSB/A (Amendment No. 1) solely to replace Exhibit 10.9, Amendment to Technology Transfer Agreement (the
Agreement) between the Company and Associated Receivables Funding, Inc. Due to an error, an incorrect version of the Agreement was filed with our original quarterly report on Form 10-QSB on May 24, 2004.

We have not updated this quarterly report on Form 10-QSB/A for subsequent events occurring after the filing of our original quarterly report on Form
10-QSB on May 24, 2004, except for the replacement of the Agreement.



2



---

|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                                                                                                             
|           | 
|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                                                                                                             



|* | Filed herewith.
|- | ---------------



3



---

(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.



4



---

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.
|                     | 
|Dated: July 18, 2008 |  | /s/ George Mappin                           
|                     |  | George Mappin                               
|                     |  | Interim Chief Executive Officer             
|                     |  | Interim Chief Financial Officer             



5