SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

                             Annual Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                            For the fiscal year ended
                                December 31, 2005

                             Commission file number
                                     0-20642

                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
            ---------------------------------------------------------
           (Name of small business issuer as specified in its charter)


                   Utah                                     87-0375093
---------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation) (IRS employer identification no.)

          714 Fairview Rd., Greer, South Carolina           29651
         ----------------------------------------         ----------
         (Address of principal executive offices)         (Zip code)

                   Issuer's telephone number: (864) 848-1900

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                            $.01 Par Value

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act: Yes [X] No [ ].

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

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 issuer's revenues for its most recent fiscal year: $0

The aggregate market value of the common stock held by non-affiliates (i.e.,
does not include directors, executive officers or ten percent stockholders
identified in Item 11 hereof) of the issuer as of July 25, 2006 was
approximately $3,297,854.

As of July 25, 2006, the issuer had 14,125,652 shares of common stock
outstanding.

<PAGE>

AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2005


                                     PART I

Item 1.    Description of Business............................................3
Item 2.    Description of Property............................................7
Item 3.    Legal Proceedings..................................................8
Item 4.    Submission of Matters to a Vote of Security Holders................8

                                     PART II

Item 5.    Market for Common Equity and Related Stockholder Matters...........8
Item 6.    Management's Discussion and Analysis or Plan of Operation..........9
Item 7.    Financial Statements..............................................17
Item 8.    Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure........................................17
Item 8A.   Controls and Procedures...........................................18
Item 8B.   Other Information.................................................18

                                    PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act...............19
Item 10.   Executive Compensation............................................20
Item 11.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters.................................21
Item 12.   Certain Relationships and Related Transactions....................22
Item 13.   Exhibits..........................................................25
Item 14.   Principal Accountant Fees and Services............................26

                                       2
<PAGE>

                           Forward-Looking Statements

         When used in this Form 10-KSB, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, 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. Forward-looking statements
specifically include, but are not limited to, launch dates for products; dates
upon which we will receive royalty payments; the generation of royalty revenues;
commercial acceptance of our products; plans to rely on our joint venture
partners to pursue commercialization of products; expectations regarding the
ability of our products to compete with the products of our competitors;
acceptance of our products by the marketplace as cost-effective; sufficiency and
timing of available resources to fund operations; plans regarding the raising of
capital; the size of the market for our nutritional products; plans regarding
sales and marketing; and strategic business initiatives.

         We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties, including but not limited to
risk of a lack of demand or low demand for our products; the inability to
license or enter into joint venture or similar arrangements relating to products
that are not being commercialized; competitive products and pricing; delays in
introduction of products due to manufacturing difficulties or other factors; and
other risks set forth in Item 6 "Risk Factors" and elsewhere herein. If and when
product sales commence, sales may not reach the levels anticipated. As a result,
our actual results for future periods could differ materially from those
anticipated or projected.

         Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.

                                     PART I

Item 1. Description of Business

Business Development

         American Consolidated Management Group, Inc. (the "Company," "ACMG" or
"Registrant") was incorporated on November 5, 1980 under the name American
Consolidated Mines Co. On November 24, 1980 the Company's name was changed to
American Consolidated Mining Co.

         From inception through 1994, the Company was engaged in the mining
business. The Company's efforts in the mining business were unsuccessful and
from 1994 to date the Company has had no mining or other current business
operations. The Company currently owns eight patented mining claims located in
Tooele County, Clifton Mining District, Utah, on approximately 133 acres of
property. The Company does not intend to explore these claims. Rather, subject
to shareholder approval, the Company intends to transfer these claims to one or
more debtors in exchange for the release of Company debts.

         On June 3, 1993, Clifton Mining Company ("Clifton") was incorporated
under the laws of the State of Utah. Upon formation, Clifton issued to the
Company common stock and preferred stock, which represented all of the issued
and outstanding equity securities of Clifton. In consideration for the Clifton
securities, the Company transferred to Clifton various patented and unpatented
mining claims located in Tooele County, Clifton Mining District, Utah (the
"Clifton Claims"). The Clifton Claims consist of approximately one square mile
of mining property located about nine miles southeast of the townsite of
Goldhill, State of Utah. Since 1993 the Company has transferred a substantial
number of its Clifton shares to various parties in consideration of lien

                                       3
<PAGE>

cancellations, repayment of Company debt and payment of other Company
obligations. The Company no longer owns any of Clifton's outstanding equity
securities.

         In July 2001, the Company entered into an Agreement and Plan of Share
Exchange (the "Share Exchange Agreement") with Renaissance Man, Inc., a Texas
corporation ("RMI"). Under the Share Exchange Agreement all of the issued and
outstanding shares of RMI stock was transferred to the Company in exchange for
ACMC stock. The stockholders of RMI immediately prior to the closing acquired
approximately 88% of the issued and outstanding shares of the Company
immediately after the closing. In connection with the closing of the Share
Exchange Agreement, the Company also changed its name to "American Consolidated
Management Group, Inc.", and the Company's officers and directors resigned and
were replaced with the designees named by RMI.

         The Company has a working capital deficiency, an accumulated deficit,
incurred an operating loss, and substantial liabilities. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

Description of the Business

Overview

         We are involved in the development and commercialization of natural
plant products for use by established food manufacturers in their products aimed
at the fast growing Functional Foods segment of the estimated $900 billion
dollar United States domestic food industry. Our first priority and primary goal
is in the commercialization of a natural, organic, fruit and vegetable powder
that is designed to be added to any food processing application so that the food
product utilizing this powder can make the claim that one serving would contain
the equivalent nutrient value of 3-5 servings of fruits and vegetables.

         The current Food Guide Pyramid put out by the United States Department
of Agriculture (USDA) recommends for a healthy diet, the consumption of 5
servings of vegetables and 4 servings of fruit every day. Current
recommendations from the American Institute for Cancer Research and the American
Heart Association are more than double these amounts. The problem is that the
consumption of fruits and vegetables in the United States and much of the
developed world is decreasing. As a result of the work done by Dr. Jack Watkins
over the last ten years, we believe that Dr. Watkins has developed a method so
that the Phytonutrients contained in fruits and vegetables can be naturally
stabilized for inclusion into almost any processed food product and at the same
time extend the shelf life of these Phytonutrients.

         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. Jack 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, which
payment has not been paid and which shares have not yet been issued.
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 March 15, 2006, the Company also entered into a two-year
lease for a plant for the manufacture, development and application of the
process. The base rent is $2,856 per month. The Company is also responsible for
certain operating expenses and other expenses in connection with the lease. The
Company does not have adequate funding to pay the lease payments and there can
be no assurance that such funding will be available.

                                       4
<PAGE>

         On November 11, 2004, the Company also entered into a lease agreement
with Renaissance Hospitality, Inc. whereby the Company is leasing laboratory
equipment that will be located at the Company's plant. The lease calls for
payments of $1,812.86 per month beginning on December 1, 2004 and continuing for
48 months thereafter. At the end of the lease the Company has the option to buy
the equipment for the sum of $1.00. Renaissance Hospitality, Inc. is owned by
Stacy Chapman and George Mappin, Jr., both of whom are children of George
Mappin, a director and officer of the Company. In addition, Mr. Mappin, Jr. owns
750,000 shares of the Company's common stock.

Sunutra(TM)

         Phytochemicals, or phytonutrients as they are referenced in the
nutrition discipline, protect plants from natural invaders such as parasites,
insects, free radicals and disease. Some believe that the protective mechanisms
of phytonutrients in plants, also work in the human body reducing the risk of
many diseases including cancer, heart disease, diabetes, high blood pressure,
stroke, urinary tract infections and more. These beliefs are not supported by
medical evidence generally accepted by the medical community. We believe that
our product, Sunutra(TM), takes the minerals, vitamins and most importantly
phytonutrients and allows them to be used in processed food products. The
process (explained here in simplified form) to naturally stabilize
phytonutrients for further processing consists of taking the organically grown
fruit or vegetable and freeze drying them into a powdered form. In this form,
phytonutrients are very unstable and have an extremely short shelf life and
cannot be further processed. We take this unstable phytonutrient powder and
apply the patent pending technology, which we believe naturally stabilizes the
phytonutrients powder for further processing into almost any processed food
application without any noticeable change in product attributes. We believe, as
a result of food process applications, that a substantial amount of the nutrient
value after processing using our technology is retained when compared to the
nutrient value before the respective food manufacturing process.

Distribution and Marketing

         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. 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.

Agreements

         In March 2005, the Company 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 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. This agreement was amended in July 2005 to provide that Nu
Specialty make minimum payments of $25,000 in July 2005, $25,000 on or before
August 15, 2005 and $57,848 on or before September 30, 2005 in consideration for
Company product. Nu Specialty paid the July payment, but is in default in paying
the August and September payments and we do not expect Nu Specialty to further
perform under this agreement. Further, Nu Specialty has requested a return of
the $25,000 payment, but the Company has rejected their request. Nu Specialty is
a specialized food company that supplies certain fast food chains as well as
school lunch programs across the U.S.

         We have no other agreements in place with respect to the marketing,
distribution and sale of the our Sunutra(TM) product. There can be no assurance
that the agreement with Nu Specialty Foods Group, LLC will be commercially

                                       5
<PAGE>

successful, or that we will enter into other agreements relating to the
commercialization of applications of our Sunutra(TM) product.

Source and Availability of Raw Materials

         Raw materials used in the manufacture of our Sunutra(TM) products are
available from a number of food and other suppliers. To date, we have not
experienced difficulty in obtaining adequate sources of supply. Although there
can be no assurance we will be successful in locating raw materials in the
future, we believe it is unlikely that we will have difficulty obtaining
sufficient supply in the future.

Trademarks and Patents

         We have registered trademarks from the U.S. Patent and Trademark Office
for the Sunutra(TM) name. Dr. Watkins has applied for a patent on the Technology
and this patent application was assigned to the Company. Our future success may
depend upon the strength of our intellectual property. We believe that the
patent application will be issued and will be valid and enforceable. There is no
assurance, however, that if the patent is challenged this belief will prove
correct. In addition, Beta Foods, L.L.C. has not applied for patent protection
in foreign countries.

Regulation

         FDA regulations relating specifically to foods for human use are set
forth in Title 21 of the Code of Federal Regulations. We believe that the
Sunutra(TM) product may be sold without submission to the FDA for approval under
the GRAS (Generally Recognized as Safe) Rules as promulgated by the FDA.
However, we are required to comply with other FDA regulations, including basic
food labeling requirements and Good Manufacturing Practices ("GMPs") for foods.
Detailed dietary supplement GMPs have been proposed; however, no regulations
establishing such GMPs have been adopted that relate to our Sunutra(TM) product.
Additional regulations to implement the specific DSHEA (defined below)
requirements for dietary supplement labeling have also been proposed, and final
regulations may be implemented over a period of time upon final publication.

         While our Sunutra(TM) products are not presently required to be
submitted to the Food and Drug Administration ("FDA") or any other regulatory
agency for approval, the manufacturing, packaging, labeling, advertising,
distribution and sale of our Sunutra(TM) products is subject to regulation by
the Food and Drug Administration ("FDA") which regulates our products under the
Federal Food, Drug and Cosmetic Act ("FDCA") and regulations promulgated
thereunder. The FDCA defines the terms "food" and "dietary supplement" and sets
forth various conditions that unless complied with may constitute adulteration
or misbranding of such products. The FDCA has been amended several times with
respect to dietary supplements, most recently by the Nutrition Labeling and
Education Act of 1990 (the "NLEA") and the Dietary Supplement Health and
Education Act of 1994 (the "DSHEA").

         Our products are also regulated by the Consumer Product Safety
Commission ("CPSC"), the United States Department of Agriculture ("USDA") and
the Environmental Protection Agency ("EPA"). Our activities, are also regulated
by various agencies of the states, localities and foreign countries in which our
products are sold.

         In the future, we may be subject to additional laws or regulations
administered by the FDA or other federal, state, local or foreign regulatory
authorities, the repeal or amendment of laws or regulations which we consider
favorable and/or more stringent interpretations of current laws or regulations.
We can neither predict the nature of such future laws, regulations,
interpretations or applications, nor what effect additional governmental
regulations or administrative orders, when and if promulgated, would have on its
business. They could, however, require reformulation of certain products to meet
new standards, recall or discontinuance of certain products not able to be
reformulated, imposition of additional record-keeping requirements, expanded
documentation of the properties of certain products, expanded or altered

                                       6
<PAGE>

labeling and/or scientific substantiation. Any or all such requirements could
have a material adverse effect on our results of operations, liquidity and
financial position.

         We believe that we are in compliance with all laws and governmental
regulations that are applicable to our company.

Competition

         We are not aware of competitors who are attempting to use a
pyhtonutrients stabilization process similar to our technology. Nonetheless, we
compete with other functional food ingredient manufacturers, and in the vitamin
and supplement industry. The functional food/nutritional supplement business is
a highly competitive business and we will be competing directly with companies
that have longer operating histories, more experience, substantially greater
financial resources, greater size, more substantial marketing organizations, and
established distribution channels that are better situated in the market than
us. We compete in this industry against companies, which sell through retail
stores as well as against direct selling companies. For example, we compete
against manufacturers and retailers of nutritional supplements which are
distributed through supermarkets, drug stores, health food stores, discount
stores, etc. In addition to competition from these manufacturers and retailers,
we compete for product sales and independent distributors with many other direct
sales companies, including Shaklee, NuSkin, Unicity, Amway and Nature's
Sunshine. No assurance can be given that we will be successful in competing in
this industry.

Research and Development

         To date, we have not conducted research and development activities as
understood using generally accepted accounting principles. Rather, all research
has been done through Dr. Jack Watkins and Beta Foods, LLC, our licensor. We did
not spend any funds on research and development activities during the past two
fiscal years.

Backlog

         We have not experienced any significant backlog for product orders at
any time.

Employees

         As of July 25, 2006, we did not have any full time employees. We employ
two people on a part time basis and retain two consultants. We believe that our
relations with our employees are satisfactory.


Item 2. Description of Property

         Our principal offices are located at 714 Fairview Road, Greer, South
Carolina. These offices are provided by Mr. George Mappin, an officer and
director of the Company, at no cost to the Company. This lease arrangement may
be terminated at any time by Mr. Mappin.

         Effective March 15, 2006, the Company also entered into a two-year
lease for a plant for the manufacture, development and application of the
process. We have an option to extend the lease for a two year period. The base
rent is $2,856 per month. The Company is also responsible for certain operating
expenses and other expenses in connection with the lease. The facility comprises
approximately 4,400 square feet of space. We believe that our current office and
plant space will not be adequate to meet the needs of current and expected
growth for the foreseeable future.

         On November 11, 2004, the Company also entered into a lease agreement
with Renaissance Hospitality, Inc. whereby the Company is leasing laboratory
equipment that will be located at the Company's plant. The lease calls for

                                       7
<PAGE>

payments of $1,812.86 per month beginning on December 1, 2004 and continuing for
48 months thereafter. At the end of the lease the Company has the option to buy
the equipment for the sum of $1.00. Renaissance Hospitality, Inc. is owned by
Stacy Chapman and George Mappin, Jr., both of whom are children of George
Mappin, a director and officer of the Company. In addition, Mr. Mappin, Jr. owns
750,000 shares of the Company's common stock.

Item 3. Legal Proceedings

         None.

Item 4. Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of the security holders during the
4th quarter of the fiscal year covered by this report.


                                     PART II


Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities


Market Information

         The Company's common stock (the "Common Stock") is quoted under the
symbol "ACMI.PK" in the over-the-counter market in what is commonly referred to
as the "pink sheets" or the "Electronic Bulletin Board." The following table
sets forth the high and low bid information of the Common Stock for the periods
indicated which information was obtained from Yahoo and its information service
providers. It should be understood that such over the counter market quotations
reflect inter-dealer prices without retail mark-up, mark-down or commission, and
the quotations may not reflect any actual market transactions in the Common
Stock.

                  Quarter Ended                        High          Low

                  2004
                  March 31.......................      $2.70         $.80
                  June 30........................      $1.30         $.50
                  September 30...................      $1.00         $.32
                  December 31....................       $.50         $.20

                  2005
                  March 31.......................       $.52         $.23
                  June 30........................       $.51         $.20
                  September 30...................       $.39         $.16
                  December 31....................       $.28         $.05


Holders

         At July 12, 2006, there were approximately 2,358 holders of record of
the Company's common stock.

                                       8
<PAGE>

Dividends

         The Company has not declared any cash dividends within the past two
years on its common stock. The Company does not anticipate or contemplate paying
dividends in the foreseeable future. It is the present intention of management
to utilize available funds, if any, in furtherance of its business plan.

Sales of Equity Securities

         On and shortly after March 28, 2006, the Company entered into eighteen
convertible loan agreements with eighteen accredited and sophisticated investors
in the aggregate principal amount of $275,000. Each loan agreement 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 March 23, 2007. In addition,
the amounts owing under the loans is 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.

         On June 29, 2006, the Company entered into a convertible loan agreement
with Upstate Capital Investments, Inc. The loan is in the principal amount of
$500,000, representing (i) $225,823 in cash and (ii) $274,177 in amounts that
were previously paid to the Company in cash during 2005 and 2006 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 beneficially own over
ten percent (10%) 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.

         The Company has not sold any other securities during the period covered
by this report that has not been previously reported.

Item 6. 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 $2,273 in cash as of December 31, 2005. As of December
31, 2005, the Company's working capital deficit was $2,195,014 and current
liabilities were $2,199,087. In 2005 the Company generated no revenues.

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

                                       9
<PAGE>

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. Jack 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, which
payment has not been paid and which shares have not yet been issued.
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 March 15, 2006, the Company also entered into a two-year
lease for a plant for the manufacture, development and application of the
process. The base rent is $2,856 per month. The Company is also responsible for
certain operating expenses and other expenses in connection with the lease. The
Company does not have adequate funding to pay the lease payments and there can
be no assurance that such funding will be available.

         On November 11, 2004, the Company also entered into a lease agreement
with Renaissance Hospitality, Inc. whereby the Company is leasing laboratory
equipment that will be located at the Company's plant. The lease calls for
payments of $1,812.86 per month beginning on December 1, 2004 and continuing for
48 months thereafter. At the end of the lease the Company has the option to buy
the equipment for the sum of $1.00. Renaissance Hospitality, Inc. is owned by
Stacy Chapman and George Mappin, Jr., both of whom are children of George
Mappin, a director and officer of the Company. In addition, Mr. Mappin, Jr. owns
750,000 shares of the Company's common stock.

         In March 2005, the Company 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 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. This agreement was amended in July 2005 to provide that Nu
Specialty make minimum payments of $25,000 in July 2005, $25,000 on or before
August 15, 2005 and $57,848 on or before September 30, 2005 in consideration for
Company product. Nu Specialty paid the July payment, but is in default in paying
the August and September payments and we do not expect Nu Specialty to further
perform under this agreement. Further, Nu Specialty has requested a return of
the $25,000 payment, but the Company has rejected their request. Nu Specialty is
a specialized food company that supplies certain fast food chains as well as
school lunch programs across the U.S.

         The Company has no other agreements in place with respect to the
marketing, distribution and sale of the our Sunutra(TM) product. There can be no
assurance that the agreement with Nu Specialty Foods Group, LLC will be
commercially successful, or that the Company will enter into other agreements
relating to the commercialization of applications of our Sunutra(TM) product.

         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.

                                       10
<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 $335,521
in net proceeds through financing activities, mostly from related party
payables, for the year ended December 31, 2005. The Company used net cash of
$366,698 for operating activities during the year ended December 31, 2005. As of
December 31, 2005, the Company's current liabilities totaled $2,199,087 and the
Company had working capital deficit of $2,195,014. The Company does not have the
funds to pay our current liabilities and we do not currently have the funds to
pay the amounts owing on our outstanding debts. We have no arrangements in place
that will provide us with the funding to pay these obligations.

         Our liabilities are comprised of related party payables in the amount
of $1,764,190, payable and accrued expenses in the amount of $477,583, current
portion of capital lease obligation in the amount of $15,314 and other
liabilities in the amount of $90,000. The Company has no obligations that commit
the Company to expend funds on capital expenditures in the future.

         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 $2,273
of cash on hand at December 31, 2005 and more cash is needed to execute its
business plan. The Company will need to obtain at least $4 million to execute
its business plan over the next twelve months. Thereafter, the Company's cash
needs have not been determined. 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 the remainder of 2006 or thereafter, the Company has
been unsuccessful in raising the funds required to execute its business plan to
date 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 entered into a Loan Agreement with Upstate
Capital Investments, LLC. Jack Shaw and Brian Holden, who the Company believes
together beneficially own over ten percent (10%) of the Company's common stock,
are affiliated with Upstate Capital Investments, LLC. Upstate Capital
Investments, LLC agreed to provide the Company with a $350,000 loan that accrues
interest at the rate of ten percent per annum that was due on May 14, 2005. The
Company also agreed to issue to Upstate 50,000 shares of the Company's
restricted stock as additional consideration for the loan. Upstate Capital
Investments, LLC funded its loan obligation in May 2004, which loan is included
in Related Party Payables, and the Company plans to issue the 50,000 shares owed
to Upstate Capital Investments, LLC. The Company does not have the funds to
repay the amounts owing on the Upstate Capital Investments, LLC loan and is in
default on this obligation.

         On November 11, 2004 the Company received a $300,000 line of credit
from Beta Foods, LLC. Under the terms of the arrangement, Beta Foods, L.L.C.
advanced the Company $100,000 and advanced the additional $200,000.00 in
subsequent monthly installments, which loans are included in related party
payables. All sums advanced bear interest at the rate of ten percent (10%) per
annum, until maturity, after which any unpaid sum will bear interest at the rate
of eighteen percent (18%) per annum. Interest with respect to each installment
begins to run on the date funds are advanced. All sums advanced pursuant to this
line of credit became due and payable on June 30, 2005. The Company does not
have the funds to repay the amounts that are being borrowed from Beta Foods,
L.L.C and the Company is currently in default on this obligation.

                                       11
<PAGE>

         In June 2005, the Company entered into a factoring agreement with
Associated Receivables Funding, Inc. Jack Shaw and Brian Holden, who the Company
believes together beneficially own over ten percent (10%) of the Company's
common stock, are affiliated with Associated Receivables Funding, Inc. Under the
arrangement the Company will have the ability to factor some accounts
receivable. The Company did not begin factoring receivables under this
arrangement until July 2005, at which time receivables from Nu Specialty were
factored. The Company presently has no receivables to factor under this
arrangement.

         On November 3, 2005, American Consolidated Management Group, Inc.
entered into two convertible loan agreements. Each loan agreement was for the
principal amount of $25,000, interest accrues under the arrangements at the rate
of twelve percent per annum, and all principal and interest is due and payable
in a single balloon payment on the one year anniversary of the agreements. In
addition, the amounts owing under the loans is convertible into common stock at
the rate of one share of common stock for every $.20 that is converted.

         On and shortly after March 28, 2006, the Company entered into eighteen
convertible loan agreements with eighteen accredited and sophisticated investors
in the aggregate principal amount of $275,000. Each loan agreement 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 March 23, 2007. In addition,
the amounts owing under the loans is 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.

         On June 29, 2006, the Company entered into a convertible loan agreement
with Upstate Capital Investments, Inc. The loan is in the principal amount of
$500,000, representing (i) $225,823 in cash and (ii) $274,177 in amounts that
were previously paid to the Company in cash during 2005 and 2006 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 beneficially own over
ten percent (10%) 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.

         Stock Based Compensation

         In September 2005, the Company issued 1,000,000 shares of common stock
to Ed Rensi as compensation under an employment agreement. These shares were
valued at $110,000 based on an independent valuation analysis because the
Company's common stock has little trading in a limited market.

         Off-Balance Sheet Arrangements (Contingent Royalty Payable)

         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 the Company. 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.

                                       12
<PAGE>

         In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 15 "Accounting for Debtors and Creditors in Troubled Debt Restructurings",
the maximum amount of additional royalties due under the agreement of $2,640,000
is recorded as a long-term contingent royalty liability on the balance sheet.
This liability will be reduced by the additional royalty paid from sales, if
any, of the phytonutrient product by the Company. At such a time that no further
sales of the phytonutrient product by the Company will occur, any remaining
liability will be removed from the balance sheet since no obligation to repay
the contingent liability exists outside of the one generated by sales of the
phytonutrient product by the Company.

         In June 2005, the Company entered into a factoring agreement with
Associated Receivables Funding, Inc. Under the arrangement the Company will have
the ability to factor some accounts receivable. It is anticipated that a minimum
of $100,000 in receivables will be factored each calendar quarter under this
arrangement, however the Company has not generated sufficient revenues to factor
receivables in this amount. The Company has agreed to indemnify Associated
Receivables Funding, Inc. for uncollectible accounts factored under this
arrangement as well as for related costs and expenses. In addition, the Company
granted Associated Receivables Funding as security interest in the Company's
accounts receivables and other assets to secure the Company's performance under
the arrangements and the Company's performance was personally guaranteed by Mr.
George Mappin, an officer and director of the Company. The Company entered into
this arrangement because it does not have sufficient cash to fund operations and
it is seeking to have cash from sales available as soon as possible. The Company
did not begin factoring receivables under this arrangement until July 2005, at
which time receivables from Nu Specialty were factored. The Company presently
has no receivables to factor under this arrangement.

         The Company is not a party to any other off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
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 3 to the
Company's audited financial statements included in the Company's December 31,
2005 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 SFAS 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
carryforwards generated since the change in control will not be able to be used
due to recurring operating losses and the Company has provided a full valuation
allowance for these amounts.

Recent Accounting Pronouncements

         The Company has not adopted any new accounting policies that would have
a material impact on the Company's financial condition, changes in financial
condition or results of operations.

         In December 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)").
SFAS No. 123(R) will require companies to measure all employee stock-based
compensation awards using a fair value method and record such expense in its

                                       13
<PAGE>

financial statements. In addition, the adoption of SFAS No. 123(R) requires
additional accounting and disclosure related to the income tax and cash flow
effects resulting from share-based payment arrangements. SFAS No. 123(R) is
effective beginning as of the first annual reporting period beginning after
December 15, 2005. SFAS No. 123(R) allows for adoption using either the modified
prospective or modified retrospective methods. The Company has evaluated the
impact upon adoption of SFAS No. 123(R) and has concluded that the adoption will
not have a material impact on financial position or results of operations upon
adoption.

         In November 2004, the FASB issued SFAS No. 151, "Inventory Costs,"
which is effective for fiscal years beginning after June 15, 2005. This standard
clarifies that abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials should be recognized as current-period charges and
it requires the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The standard is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. The
adoption of SFAS No. 151 is not expected to have a material impact on the
Company's financial position or results of operations upon adoption.

         In December 2003, the FASB issued FASB Interpretation ("FIN") No. 46
(revised), "Consolidation of Variable Interest Entities" ("FIN No. 46(R)"),
which addresses consolidation by business enterprises of variable interest
entities. FIN No. 46(R) requires a variable interest entity to be consolidated
by a company if that company is subject to a majority of the risk of loss from
the variable interest entity's activities or entitled to receive a majority of
the entity's residual returns, or both. FIN No. 46(R) also requires disclosures
about variable interest entities that a company is not required to consolidate,
but in which it has a significant variable interest. FIN No. 46(R) provides
guidance for determining whether an entity qualifies as a variable interest
entity by considering, among other considerations, whether the entity lacks
sufficient equity or its equity holders lack adequate decision-making ability.
The consolidation requirements of FIN No. 46(R) applied immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
applied to the Company's existing variable interest entities in the first
reporting period ending after December 15, 2004. Certain of the disclosure
requirements applied to all financial statements issued after December 31, 2003,
regardless of when the variable interest entity was established. The adoption of
FIN No. 46(R) did not have any impact on the Company's financial position or
results of operations.

         Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial position
or the results of operations of the Company upon adoption.

Risk Factors

         In addition to the risks set forth above, we are subject to certain
other risk factors due to the industry in which we compete and the nature of our
operations. These risk factors include the following:

         We have a history of losses.

         We have accumulated deficits totaling $7,083,167 and all prior quarters
have had operating losses. Among other things, our ability to achieve
sustainable profitability is dependent on:

         o        Developing distribution partners and licensees of our
                  Sunutra(TM) product on commercially favorable terms;

         o        Successful marketing of our Sunutra(TM) products;

         o        Commercial acceptance of our Sunutra(TM) product;

         o        Our ability to establish economical manufacturing facilities;
                  and

         o        Our ability to develop additional nutritional products.

                                       14
<PAGE>

         There can be no assurance that we will achieve sustainable
profitability.

         Because our Sunutra(TM) business is new and we have not proven our
ability to generate profits, an investment in ACMG is risky. We have no
meaningful operating history with respect to our Sunutra(TM) product so it will
be difficult for you to evaluate an investment in our stock. Our operations are
subject to all risks inherent in the creation of a new business and the
marketing of new products, including the absence of a history of significant
operations and of proven products which have been produced and sold over a
significant period of time. We are continuing to establish many functions which
are necessary to conduct business, including, managerial and administrative
structure, manufacturing facilities, marketing activities, financial systems,
computer systems, web development, personnel recruitment and distributor and
licensee relationships. During 2005, we had no sales. We cannot assure that we
will ever be profitable. Since we have not proven the essential elements of
profitable operations and any investment in the Company will bear the risk of
complete loss of the investment in the event we are not successful.

         There is doubt about our ability to continue as a going concern. Our
audited financial statements have been prepared assuming that we continue as a
going concern. We have no revenue generating activities in place and we have
incurred losses. As a result, these conditions raise substantial doubt about our
ability to continue as a going concern.

         We do not have sufficient funding to execute our business plan. As of
December 31, 2005, we had assets of $107,421, current liabilities of $2,199,087
and a working capital deficit of $2,195,014. We are devoting substantially all
of our present efforts to establishing a new business. We estimate that we will
need to raise at least $4 million in additional funding to execute our business
plan. This funding is needed to retire debt, fund our production facility,
construct an automated production line, and provide operating capital for
production demands. We may be unsuccessful in obtaining additional funding or
funding may only be available on terms that are disadvantageous to us. If we are
unsuccessful in raising additional funds it may result in the discontinuance of
our business due to lack of funding. These factors raise substantial doubt about
our ability to continue as a going concern.

         We do not have sufficient funding to repay outstanding debt and current
liabilities. Our cash reserves are not sufficient to pay the amounts owing on
current liabilities in the amount of $2,199,087. We will be looking primarily to
revenue generated from our business operations and potential funding sources to
repay these amounts. We have only a limited operating history, limited sales
revenues and no contractual arrangements to provide us with necessary funding.
As a result, no assurance can be given that we will have the resources to repay
any or all of the amounts owing under the outstanding promissory notes and/or
our current liabilities.

         If our marketing costs exceed our estimates, it may impact our ability
to continue operations. We believe we have accurately estimated our needs for
the next twelve months. It is possible that our marketing, manufacturing or
materials costs will exceed our estimates or that our other costs will be higher
than estimated. If this happens, it may impact our ability to generate revenue
and we would need to seek funding in addition to the estimated amounts. We have
no arrangements in place whereby we could obtain additional funding.

         We may be subject to liability as a result of our failure to timely
file the required reports with the Securities and Exchange Commission.

         Our common stock is registered pursuant to section 12(g) of the
Securities Exchange Act of 1934 (the "1934 Act") and we are thereby obligated to
file annual reports on Form 10-K or 10-KSB, quarterly reports on Form 10-Q or
10-QSB, Current Reports on Form 8-K, other reports and information as described
in the 1934 Act and related rules and to otherwise comply with various
provisions of the 1934 Act and related rules. During 2006 we failed to timely
file our annual report on Form 10-KSB for the period ending December 31, 2005
and we have not filed our quarterly report on Form 10-QSB for the period ending

                                       15
<PAGE>

March 31, 2006 (the "1934 Act Violations"). As a result, we could be subject to
civil and criminal penalties due to such non-compliance. There can be no
assurance that civil and criminal penalties will not be imposed.

         Sunutra(TM) may not be accepted by the market. The market may not
accept our Sunutra(TM) product. Their acceptance will depend in large part on
our ability to demonstrate the nutritional benefits, cost-effectiveness and
safety our Sunutra(TM) in comparison with competing products and our ability to
distribute Sunutra(TM) through major distributors and/or licensees. Sunutra(TM)
may not achieve market acceptance and major distributors and/or licensees may
not sell Sunutra(TM).

         Our success is dependent on our ability to attract, maintain and
motivate distributors and licensees. Our success depends in significant part
upon our ability to attract, maintain, and motivate distributors and/or
licensees through whom we anticipate selling our Sunutra(TM) product. As of
March 31, 2006, we had only one licensee of our product and that arrangement is
in default. Our failure to attract additional distributors and/or licensees on
commercially favorable terms would likely have a material adverse affect on our
revenues and operations and may result in the termination of our business. There
can be no assurance that we will attract additional distributors and/or
licensees or that if we attract the same, that it will be on commercially
favorable terms.

         Our long-term success is dependent on the success of our ability to
generate additional products. Our only product is Sunutra(TM). We have been
engaged in no research and development activities over the past two years. Our
long term success is dependent not only on the commercial success of
Sunutra(TM), but also developing and/or acquiring additional products that are
commercially viable. There can be no assurance that we will develop or acquire
additional products that are commercially viable.

         We may not have adequate resources to manage anticipated growth. We may
not be equipped to successfully manage any future periods of rapid growth or
expansion, which could be expected to place a significant strain on our
managerial, operating, financial and other resources. Our future performance
will depend, in part, on our ability to manage growth effectively, which will
require us to:

         o        Improve existing and implement management information systems,
                  operating, administrative, financial and accounting systems
                  and controls;

         o        Maintain close coordination among manufacturing, accounting,
                  finance, marketing, sales and operations; and

         o        Retain and train additional management, technical and
                  marketing personnel.

         There is intense competition for management, technical and marketing
personnel in our business. Our failure to attract and retain additional key
employees could have a material adverse effect on our ability to continue as a
going concern.

         Because we are significantly smaller than the majority of our
competitors, we may lack the resources needed to capture market share. We are
engaged in a highly competitive business and will compete directly with
companies that have longer operating histories, more experience, substantially
greater financial resources, greater size, more substantial research and
development and marketing organizations, established distribution channels and
are better situated in the market than us. Our competitors may use their
economic strength to influence the market to continue to buy their existing
products. We do not have an established customer base and are likely to
encounter a high degree of competition in developing a customer base. One or
more of these competitors could use their resources to improve their current
products or develop new products that may compete more effectively with our
products. New competitors may emerge and may develop products that compete with
our products. No assurance can be given that we will be successful in competing
in this industry.

         Uncertainties in the nutritional product industry create uncertainties
regarding nutritional products. The nutritional product industry is subject to
changing political, economic and regulatory influences that may affect the
nutritional product market and our ability to participate in this market. During
the past several years, the nutritional product industry has been subject to
increased government and regulatory attention. Any increase in the amount of

                                       16
<PAGE>

governmental regulation could delay our business plans, substantially increase
our costs and may result in our inability to continue our business.

         Our success is dependent on a patent and proprietary rights. Our future
success depends in part on our ability to protect our intellectual property and
maintain the proprietary nature of our technologies through a combination of a
patent application filed by Dr. Watkins and later assigned to the Company and
other intellectual property arrangements. The protection provided by the patent,
if issued, may not be broad enough to prevent competitors from introducing
similar products. In addition, the patent, if challenged, may not be upheld by
the courts of any jurisdiction. Patent infringement litigation, either to
enforce the patent or to defend us from infringement suits, would be expensive
and, if it occurs, could divert our resources from other planned uses. Any
adverse outcome in such litigation could have a material adverse effect on our
ability to market, sell or license Sunutra(TM) based products. No patent
applications have been filed in foreign countries and we have little patent
protection from competition in foreign countries.

         We depend on Beta Foods, LLC to develop and maintain our Sunutra(TM)
product. We have an exclusive license to enhance, commercialize, manufacture and
market the Sunutra(TM) product developed by Dr. Jack Watkins in the United
States, Mexico, Central America, Canada and all countries in the European Union
for a term of fifty years. Beta Foods, LLC granted to license. A majority of
Beta Foods, LLC is owned by affiliates of the Company. In the event that Beta
Foods, LLC ceases to operate or if the services of Dr. Watkins are no longer
available to Beta Foods, LLC then it would have a material adverse effect on our
ability to market and sell Sunutra(TM) and continue our business operations.
There can be no assurance that Beta Foods, LLC will continue to operate or have
access to the services of Dr. Watkins in the future.

         We do not anticipate paying dividends in the foreseeable future. We
have never paid dividends on our stock. The payment of dividends, if any, on the
common stock in the future is at the discretion of the board of directors and
will depend upon our earnings, if any, capital requirements, financial condition
and other relevant factors. The board of directors does not intend to declare
any dividends on our common stock in the foreseeable future.

         There is a very limited market for our stock and there can be no
assurance that a more substantial market for our stock will develop. There is a
market for our stock, but trading volumes are small and liquidity is limited.
There can be no assurance that a market for our stock will continue. If a market
does continue, there can be no assurance as to the depth or liquidity of any
such market or the prices at which holders may be able to sell their shares. As
a result, an investment in our stock may be illiquid, and investors may not be
able to liquidate their investment readily or at all when they need or desire to
sell.

         Applicability of low priced stock risk disclosure requirements may
adversely affect the prices at which our common stock trades. Our common stock
is considered a low priced security under rules promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"). Under these rules, broker-dealers
participating in transactions in low priced securities must first deliver a risk
disclosure document which describes the risks associated with such stocks, the
broker-dealer's duties, the customer's rights and remedies, and certain market
and other information, and make a suitability determination approving the
customer for low priced stock transactions based on the customer's financial
situation, investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer, obtain specific written
consent of the customer, and provide monthly account statements to the customer.
With these restrictions, the likely effect of designation as a low priced stock
will be to decrease the willingness of broker-dealers to make a market for the
stock, to decrease the liquidity of the stock and to increase the transaction
cost of sales and purchases of such stock compared to other securities.

         Our common stock price may continue to be volatile. Market prices of
securities of companies in the nutritional products area are highly volatile
from time to time. The trading price of our common stock may be significantly
affected by factors such as the announcement of new product or technical
innovations by us or our competitors, proposed changes in the regulatory
environment, or by other factors that may or may not relate directly to us.

                                       17
<PAGE>

Sales of substantial amounts of common stock, or the perception that such sales
may occur, could adversely affect the trading price of our common stock.

Item 7. Financial Statements

         See attached financial statements.

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

         The Company is not aware, and has not been advised by its auditors, of
any disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

Item 8A. Controls and Procedures

         We have evaluated, with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31, 2005,
pursuant to Exchange Act Rule 13a-15. Based upon that evaluation and except as
described below, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective. We were
late in filing our annual report on Form 10-KSB for the period ending December
31, 2005 and we have not filed our quarterly report on Form 10-QSB for the
period ending March 31, 2006 because we did not have the funds to retain our
independent registered public accounting firm to audit our financial statements
and we lost our external accountant who previously assisted us in preparing our
financial statements and recording financial transactions. Given our limited
financial resources, this could be a reoccurring problem that we experience in
the future.

         In connection with their audit of our financial statements for the year
ended December 31, 2005, on which our auditors expressed an unqualified opinion,
with an explanatory paragraph as to going concern, Elliott Davis, LLC issued a
management letter identifying a material weakness involving our internal
controls and operation under the standards of the Public Company Accounting
Oversight Board. The management letter addressed the following material
weakness:

         1.       We did not have internal accounting staff with sufficient
                  expertise to adequately guide us in connection with the
                  application of generally accepted accounting principle or to
                  provide accurate and timely financial information for
                  decision-making purposes as well as reporting.

         2.       We did not have external accounting support to properly assist
                  us with the application of generally accepted accounting
                  principles and to provide accurate and timely financial
                  information for decision-making purposes as well as reporting.

         Elliott Davis, LLC has discussed the weakness described above with
management. This weakness arose, in part, because we lost the services of the
certified public accountant who previously assisted us in the application of
generally accepted accounting principles and in compiling our financial
statements. Elliott Davis, LLC recommended retention of an external accounting
firm or other knowledgeable public company accounting and reporting source to
provide assistance with the application of generally accepted accounting
principles and to provide more accurate and timely financial information for
decision-making purposes as well as reporting. Our management has taken an
active role in responding to the deficiency identified by Elliott Davis, LLC by
retaining an external certified public accountant to assist in the application
of generally accepted accounting principles to accounting and financial
reporting matters and to assist us in compiling our financial statements.

         There have been no other significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation.

                                       18
<PAGE>

Item 8B. Other Information

         Effective March 15, 2006, the Company also entered into a two-year
lease for a plant for the manufacture, development and application of the
process. The base rent is $2,856 per month. The Company is also responsible for
certain operating expenses and other expenses in connection with the lease. The
Company does not have adequate funding to pay the lease payments and there can
be no assurance that such funding will be available.

         On June 29, 2006, the Company entered into a convertible loan agreement
with Upstate Capital Investments, Inc. The loan is in the principal amount of
$500,000, representing (i) $225,823 in cash and (ii) $274,177 in amounts that
were previously paid to the Company in cash during 2005 and 2006 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 beneficially own over
ten percent (10%)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.


                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

Identify Directors and Executive Officers

         Set forth below is certain information concerning each of the directors
and executive officers of the Company as of July 25, 2006:

                                       19
<PAGE>

                                                                   With Company
         Name        Age              Position                         Since
         ----        ---              --------                         -----

Ed Rensi             61     Director and President                     2005

Herschel J. Walker   42     Director and President                     2001

George E. Mappin     56     Director, Secretary, Acting Treasurer,     2001
                            Controller and CFO
---------------

         Ed Rensi. Mr. Rensi was appointed to the Company's board of directors
in 2005 and his term expires at the next annual meeting of shareholders. Mr.
Rensi began his business career with McDonald's as a grill man in 1966. That
career continued with McDonald's until 1998. During that time Mr. Rensi served,
among other positions, as Regional Vice-President, Senior
Vice-President/Operations and Training, Senior Executive Vice-President, Chief
Operating Officer Worldwide, and from 1984 until 1998, Mr. Rensi was President
and CEO of McDonald's U.S.A. Mr. Rensi was awarded the President's Volunteer
Award by President Ronald Reagan. In 1997, he was named Italian-American Man of
the Year. He has served on the boards of Snap On Tools, Jafra Cosmetics and
International Speedway Corporation, and continues in those capacities for Snap
On Tools and International Speedway Corp. For the past five years Mr. Rensi has
been principally employed by Team Rensi, an organization owed by Mr. Rensi, that
races two NASCAR cars. He is a graduate of Ohio State University with a degree
in Business Education.

         Herschel J. Walker. Mr. Walker was appointed to the Company's board of
directors in 2001 and his term expires at the next annual meeting of
shareholders. From 2000 to present Mr. Walker has acted as the Chairman of
Renaissance Man, Inc., a Texas corporation ("RMI"). Mr. Walker has been actively
involved with RMI as a shareholder and director since its creation in 1997. His
principal occupation for the past five years has been serving as an officer and
director of RMI. Mr Walker attended the University of Georgia and enjoyed an
extremely successful career as a professional football player. Mr. Walker is
currently a member of HealthSouth's Sports Medicine Counsel. Mr. Walker holds no
other directorships in reporting companies.

         George E. Mappin. Mr. Mappin was appointed to the Company's board of
directors in 2001 and his term expires at the next annual meeting of
shareholders. From 1969 to present Mr. Mappin's principal occupation has been
acting as the Chairman of Mappin Industries, Inc. Mappin Industries, Inc. is a
custom drapery and bedspread manufacturer, providing design, manufacture and
installation services to hospitality-based concerns. Mr. Mappin holds no other
directorships in reporting companies.

Identify Significant Employees

         The Company has no significant employees who are not identified above.

Family Relationships

         None.

Involvement in Certain Legal Proceedings

         The executive officers and directors of the Company have not been
involved in any material legal proceedings which occurred within the last five
years of any type as described in Regulation S-B.

                                       20
<PAGE>

Attendance at Stockholder Meetings

         The Company's policy is to encourage, but not require, members of the
board of directors to attend annual stockholder meetings. However, the Company
has not had annual stock meeting during the past two years.

Board Committees

         The board of directors does not have a standing, audit, nominating or
compensation committee. The Company is in the process of implementing additional
corporate governance procedures and anticipates forming such committees in the
coming year. The board of directors, which includes each member of the board who
is then serving, participates in the consideration of director nominees. The
board of directors plans to formulate a policy with regard to the consideration
of director candidates recommended by security holders and the minimum
qualifications of such candidates. None of the members of the board of directors
are considered "independent" as defined by Rule 4200(a) of the NASD's
Marketplace Rules.

         The board of directors met on more than six occasions during 2005.

Compliance With Section 16(a) of the Exchange Act

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officer, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such persons.

         Based solely on our review of forms furnished to us and representations
from reporting persons, we believe that no filings have been made by our
executive officers, directors and more than 10% stockholders.

Code of Ethics

         Due to the fact that the Company has had limited operations and
inadequate funding, the Company has not adopted a Code of Ethics and does not
anticipate doing so in the immediate future.

Item 10. Executive Compensation

         The table below sets forth certain information concerning compensation
we paid to our president (chief executive officer) and all other executive
officers with annual compensation in excess of $100,000, determined for the year
ended December 31, 2005 (the "Named Executive Officers").

Summary Compensation Table. The following table provides certain information
regarding compensation paid to the Named Executive Officers.

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE



                                           Annual Compensation                     Awards           Payouts
                                                                           Restricted   Stock                    All Other
        Name and                                          Other Annual     Stock       Options/    LTIP        Compensation
   Principal Position       Year Salary ($)  Bonus ($)   Compensation($)   Awards ($)    SAR(#)    Payouts($)       ($)
   ------------------       ---- ----------  ---------   ---------------   ----------    ------    ----------  ------------
<S>                         <C>    <C>          <C>            <C>            <C>         <C>         <C>         <C>
Ed Rensi (1)                2005    ---         ---            ---            ---         ---         ---         $110,000
President and Director
</TABLE>
--------------
(1) Mr. Rensi began working for the Company on September 22, 2005.
(2) Pursuant to Mr. Rensi's employment agreement, effective September 22, 2005,
    Mr. Rensi was entitled to 1,000,000 fully vested shares of the Company's
    common stock. Based on a independent valuation analysis the Company's common
    stock was valued at $.11 per share.
---------------

Compensation of Directors

         We paid no cash fees or other consideration to our directors for
service as directors during the last three fiscal years. We have made no
agreements regarding future compensation of directors. All directors are
entitled to reimbursement for reasonable expenses incurred in the performance of
their duties as members of the board of directors.

Employment Agreement

         We have entered into an employment agreement with Ed Rensi for a term
expiring in September 2010, subject to early termination upon the happening of
certain events. His employment agreement provides that he receive (i) 1,000,000
shares of fully vested common stock, (ii) cash and bonus compensation as is
determined from time to time by the board of directors, and (iii) he is eligible
to participate in any group life, hospitalization or disability insurance plan,
health or dental program, pension plan, similar benefit plan of the Company in
accordance with the rules established by the board of directors and as may be in
effect from time to time. The employment agreement also provides for a three
year non-compete.

         With the exception of Mr. Rensi, the Company does not have employment
agreements with any of its employees.

Indemnification for Securities Act Liabilities

         Utah law authorizes, and our bylaws provide for, indemnification of our
directors and officers against claims, liabilities, amounts paid in settlement
and expenses in a variety of circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted for
directors, officers and controlling persons pursuant to the foregoing, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

Compensation Committee Interlocks and Insider Participation

         None of our executive officers serve on our compensation committee (or
in a like capacity) or on the compensation committees of any other entity.

                                       22
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

         The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of July 25, 2006,
for: (i) each of the Company's directors, (ii) each of the Company's Named
Executive Officers, and (iii) all directors and executive officers as a group.
As of July 25, 2006, the Company had 14,125,652 shares of common stock
outstanding.
<TABLE>
<CAPTION>
        Name and Address             Shares Beneficially        Percentage of Shares
     Of Beneficial Owner(1)                 Owned                Beneficially Owned             Position
     ----------------------                 -----                ------------------             --------
<S>                                       <C>                          <C>               <C>
Ed Rensi                                   1,000,000                     7.1%             Director and CEO

Herschel J. Walker                         2,069,000                    14.7%             Director and President

George E. Mappin                                  --                       --             Director and Secretary, Acting
                                                                                          Treasurer, Controller and CFO

Executive Officers and Directors           3,069,000                    21.8%
as a Group (3 persons)

George Mappin, Jr.(2)                        750,000                     5.3%
7 Sneed Drive
Taylors, SC 29687

Icon Investments US, LLC(3)                  962,567                     6.8%
P.O. Box 16253
Greenville, SC 29606

Ridge Management, LLC                        946,000                     6.7%
714 Fairview Rd.
Greer, SC 29651

Jack Shaw                                  1,069,519                     7.6%
P.O. Box 5835
Greenville, SC 29606

Upstate Capital, Inc.(4)                   2,500,000                    15.0%
PO Box 16253
Greenville, SC 29602

* Less than 1%.
</TABLE>
------------------
(1) Except where otherwise indicated, the address of the beneficial owner is
    deemed to be the same address as the Company.
(2) George Mappin, Jr. is the son of George E. Mappin, and officer and director
    of the Company.
(3) This entity is managed by George Mappin, Jr. and Kenny Chapman, a son-in-law
    to George Mappin. These shares may also be deemed to be beneficially owned
    by Mr. George Mappin, Jr.
(4) Represents the principal amount of $500,000 that is owed to Upstate Capital,
    Inc. by the Company. The principal and accrued interest owing on this
    obligation is convertible into common stock at the election of Upstate
    Capital, Inc. at the rate of one share of common stock for every $.20 that
    is converted. Brian Holden and Jack Shaw are affiliated with Upstate
    Capital, Inc.

                                       23
<PAGE>

Changes in Control

         The Company is not aware of any arrangements which may result in a
change in control of the Company.

Item 12. Certain Relationships and Related Transactions

         On June 29, 2006, the Company entered into a convertible loan agreement
with Upstate Capital Investments, Inc. The loan is in the principal amount of
$500,000, representing (i) $225,823 in cash and (ii) $274,177 in amounts that
were previously paid to the Company in cash during 2005 and 2006 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 beneficially 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 June 2005, the Company entered into a factoring agreement with
Associated Receivables Funding, Inc. Jack Shaw and Brian Holden, who the Company
believes together beneficially own over 2,000,000 shares of the Company's common
stock, are affiliated with Associated Receivables Funding, Inc. Under the
arrangement the Company will have the ability to factor some accounts
receivable. The Company did not begin factoring receivables under this
arrangement until July 2005, at which time receivables from Nu Specialty were
factored. The Company presently has no receivables to factor under this
arrangement.

         On November 11, 2004 the Company received a $300,000 line of credit
from Beta Foods, LLC. Under the terms of the arrangement, Beta Foods, L.L.C.
advanced the Company $100,000 and advanced the additional $200,000.00 in
subsequent monthly installments, which loans are included in related party
payables. All sums advanced bear interest at the rate of ten percent (10%) per
annum, until maturity, after which any unpaid sum will bear interest at the rate
of eighteen percent (18%) per annum. Interest with respect to each installment
begins to run on the date funds are advanced. All sums advanced pursuant to this
line of credit became due and payable on June 30, 2005. The Company does not
have the funds to repay the amounts that are being borrowed from Beta Foods,
L.L.C and the Company is currently in default on this obligation.

         In May 2004, the Company entered into a Loan Agreement with Upstate
Capital Investments, LLC. Jack Shaw and Brian Holden, who the Company believes
together beneficially own over 2,000,000 shares of the Company's common stock,
are affiliated with Upstate Capital Investments, LLC. Upstate Capital
Investments, LLC agreed to provide the Company with a $350,000 loan that accrues
interest at the rate of ten percent per annum that was due on May 14, 2005. The
Company also agreed to issue to Upstate 50,000 shares of the Company's
restricted stock as additional consideration for the loan. Upstate Capital
Investments, LLC funded its loan obligation in May 2004, which loan is included
in Related Party Payables, and the Company plans to issue the 50,000 shares owed
to Upstate Capital Investments, LLC. The Company does not have the funds to
repay the amounts owing on the Upstate Capital Investments, LLC loan and is in
default on this obligation.

         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. Jack 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, which
payment has not been paid and which shares have not been issued. 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,

                                       24
<PAGE>

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.

         On November 11, 2004, the company also entered into a lease agreement
with Renaissance Hospitality, Inc. whereby the Company is leasing laboratory
equipment that will be located at the Company's plant. The lease calls for
payments of $1,812.86 per month beginning on December 1, 2004 and continuing for
48 months thereafter. At the end of the lease the Company has the option to buy
the equipment for the sum of $1.00. Renaissance Hospitality, Inc. is owned by
Stacy Chapman and George Mappin, Jr., both of whom are children of George
Mappin, a director and officer of the Company. In addition, Mr. Mappin, Jr. owns
750,000 shares of the Company's common stock.

Item 13. Exhibits

Exhibits

         Listed on page 26 hereof.

Item 14. Principal Accountant Fees and Services

Audit Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our financial statements, review of
financial statements included in our quarterly reports and other fees that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for the fiscal years ended December 31, 2005 and 2004
were approximately $23,000 and $15,000, respectively.

Audit Related Fees

         The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other than those previously reported in
this Item 14, for the fiscal years ended December 31, 2005 and 2004 were $0 and
$0, respectively.

Tax Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended December 31, 2005 and 2004 were approximately $7,000 and
$6,500, respectively.

All Other Fees

         The aggregate fees billed for products and services provided by the
principal accountant, other than those previously reported in this Item 14, for
the fiscal years ended December 31, 2005 and 2004 were $0 and $0, respectively.

Audit Committee

         The Company's board of directors functions as its audit committee. It
is the policy of the Company for all work performed by our principal accountant
to be approved in advance by the board of directors. All of the services
described above in this Item 14 were approved in advance by our board of
directors.

                                       25
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.

                                    AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                                    (Registrant)



Date: July 26, 2006                 By /s/ Ed Rensi
                                     ------------------------------------
                                     Ed Rensi
                                     Chief Executive Officer and Director


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

         Signature                        Title                         Date
         ---------                        -----                         ----

   /s/ Ed Rensi                 Chief Executive Officer            July 26, 2006
---------------------------     and Director
Ed Rensi

  /s/ Herschel J. Walker        President and Director             July 26, 2006
---------------------------
Herschel J. Walker

  /s/ George E. Mappin          Director, Secretary and Acting     July 26, 2006
---------------------------     Treasurer, Controller and CFO
George E. Mappin

                                       26
<PAGE>

                                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

         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     Compromise and Settlement Agreement, by and between the
                  Company and Associated Receivables Funding, Inc., dated May
                  14, 2004 (Incorporated by reference to Exhibit 10.7 of the
                  Company's Quarterly Report on Form 10-QSB, dated March 31,
                  2004)

         10.3     License Agreement, by and between the Company and Beta Foods,
                  LLC, dated March 23, 2004 (Incorporated by reference to
                  Exhibit 10.8 of the Company's Quarterly Report on Form 10-QSB,
                  dated March 31, 2004)

         10.4     Amendment to the License Agreement, by and between the Company
                  and Beta Foods, LLC, dated May 14, 2004 (Incorporated by
                  reference to Exhibit 10.9 of the Company's Quarterly Report on
                  Form 10-QSB, dated March 31, 2004)

         10.5     Loan Agreement, by and between the Company and Upstate Capital
                  Investments, LLC, dated May 14, 2004 (Incorporated by
                  reference to Exhibit 10.11 of the Company's Quarterly Report
                  on Form 10-QSB, dated March 31, 2004)

         10.6     Lease Agreement, dated November 11, 2004, by and between the
                  Company and Renaissance Hospitality, Inc. (Incorporated by
                  reference to Exhibit 10.15 of the Company's Quarterly Report
                  on Form 10-QSB, dated September 30, 2004)

         10.7     Line of Credit Agreement, dated November 11, 2004, by and
                  between the Company and Beta Foods, L.L.C. (Incorporated by
                  reference to Exhibit 10.16 of the Company's Quarterly Report
                  on Form 10-QSB, dated September 30, 2004)

         10.8     License Agreement with Nu Specialty Foods Group, L.L.C., dated
                  March 1, 2005 (Incorporated by reference to Exhibit 10.1 of
                  the Company's Current Report on Form 8-K, filed on March 2,
                  2005)

         10.9     Amendment to the License Agreement with Nu Specialty Foods
                  Group, L.L.C., dated July 13, 2005 (Incorporated by reference
                  to Exhibit 10.12 of the Company's Quarterly Report on Form
                  10-QSB, dated June 30, 2005)

         10.10    Factoring Agreement by and between the Company and associated
                  Receivables Funding, Inc., dated June 23, 2005 (Incorporated
                  by reference to Exhibit 10.12 of the Company's Quarterly
                  Report on Form 10-QSB, dated June 30, 2005)

         10.11    Convertible Loan Agreement by and between the Company and
                  Thomas J. Van Deren, dated November 3, 2005 (Incorporated by
                  reference to Exhibit 10.1 of the Company's Current Report on
                  Form 8-K, filed on November 9, 2005)

         10.12    Convertible Loan Agreement by and between the Company and
                  William Steven Van Deren, dated November 3, 2005 (Incorporated
                  by reference to Exhibit 10.2 of the Company's Current Report
                  on Form 8-K, filed on November 9, 2005)

                                       27
<PAGE>

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

         10.13    Employment Agreement by and between the Company and Ed Rensi,
                  effective September 22, 2005 (Incorporated by reference to
                  Exhibit 4.1 of the Company's Registration Statement on Form
                  S-8 (SEC File No. 333-128499)

         10.14    Form of Convertible Loan Agreements with investors in the
                  aggregate principal amount of $275,000 (Incorporated by
                  reference to Exhibit 10.1 of the Company's Current Report on
                  Form 8-K, filed on March 30, 2006)

         10.15    Commercial Lease by and between the Company and ARCO
                  Securities, Inc., dated March 15, 2006

         10.16    Form of Convertible Loan Agreements with Upstate Capital
                  Investments, LLC in the aggregate principal amount of $500,000
                  (Incorporated by reference to Exhibit 10.1 of the Company's
                  Current Report on Form 8-K, filed on July 6, 2006)

         21.1     Schedule of Subsidiaries (Incorporated by reference to Exhibit
                  21.1 of the Company's Annual Report on Form 10-KSB, dated
                  December 31, 2004)

         23.1     Consent of Independent Registered Public Accounting Firm

         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

                                       28
<PAGE>

                                    AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                                                   Index to Financial Statements
                                                      December 31, 2005 and 2004
--------------------------------------------------------------------------------


                                                                           Page


Report of Independent Registered Public Accounting Firm                     F-2

Balance Sheet                                                               F-3

Statements of Operations                                                    F-4

Statements of Shareholders' Deficit                                         F-5

Statements of Cash Flows                                                    F-6

Notes to Financial Statements                                               F-7

--------------------------------------------------------------------------------
                                                                             F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
American Consolidated Management Group, Inc.
Greenville, South Carolina


         We have audited the accompanying balance sheets of American
Consolidated Management Group, Inc. as of December 31, 2005 and 2004, and the
related statements of operations, shareholders' deficit, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American
Consolidated Management Group, Inc. as of December 31, 2005 and 2004, and the
results of its operations and its cash flows for the years then ended in
conformity with United States generally accepted accounting principles.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements as of December 31, 2005, the Company continues to have
losses from operations and significant working capital and shareholders'
deficiencies. Additionally, the Company had no sales revenue during 2005. These
conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Elliott Davis LLC

Greenville, South Carolina
April 28, 2006, except for the second paragraph of
Note 10, as to which the date is June 29, 2006

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                          American Consolidated Management Group, Inc.
                                         Balance Sheets


                                                             12/31/05                    12/31/04
                                                          -------------               -------------
ASSETS
<S>                                                       <C>                         <C>
Current Assets
Cash                                                      $       2,273               $      38,878
Inventory                                                             -                      16,017
Prepaids                                                          1,800                       3,600
                                                          -------------               -------------
Total Current Assets                                              4,073                      58,495
                                                          -------------               -------------
Machinery and Equipment                                         130,990                           -
Construction in Progress                                              -                      54,592
Less: Accumulated Depreciation                                  (27,642)                          -
                                                          -------------               -------------
Net Machinery and Equipment                                     103,348                      54,592
                                                          -------------               -------------
Total Assets                                              $     107,421               $     113,087
                                                          =============               =============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities

Related Party Payables                                    $   1,616,190               $   2,213,482
Payables and Accrued Expenses                                   477,583                     494,775
Current Portion of Capital Lease Obligation                      15,314                           -
Other                                                            90,000                      65,000
                                                          -------------               -------------
Current Liabilities                                           2,199,087                   2,773,257
                                                          -------------               -------------


Long-Term Liabilities

Related Party Payables                                          148,000                           -
Long Term Portion of Capital Lease Obligation                    40,469                           -
Convertible Debenture, net of discount of $30,428                80,316                           -
Contingent Royalty Payable                                    2,640,000                   2,640,000
                                                          -------------               -------------
         Total Long Term Liabilities                          2,908,785                   2,640,000

Commitments and Contingencies (notes 2, 6, 9)

Total Liabilities                                             5,107,872                   5,413,257

Common Stock, $.01 par value, 70,000,000 shares
  authorized, 14,125,652 (2005) and 13,125,652 (2004)
  issued and outstanding                                        141,257                     131,257
Paid in capital                                               1,941,459                   1,807,334
Accumulated Deficit                                          (7,083,167)                 (7,238,761)
                                                          -------------               -------------
Total Shareholders' Deficit                                  (5,000,451)                 (5,300,170)
                                                          -------------               -------------

Total Liabilities and Shareholders' Deficit               $     107,421               $     113,087
                                                          =============               =============


           The accompanying notes are an integral part of these financial statements

                                                  F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          American Consolidated Management Group, Inc.
                                    Statements of Operations


                                                                          For the Years Ended
                                                            December 31, 2005            December 31, 2004
                                                            -----------------            -----------------
<S>                                                           <C>                          <C>
Revenues                                                      $           -                $       2,145
Cost of Goods Sold                                                        -                        1,164
                                                              -------------                -------------

Gross Profit                                                              -                          981
                                                              -------------                -------------

General and Administrative Expenses
     Legal                                                           55,437                      326,702
     Consulting                                                     249,018                      581,737
     Stock Based Compensation                                       110,000                            -
     Marketing and Advertising                                            -                       25,613
     Rent                                                            74,388                       43,277
     Other                                                           98,541                       85,036
     Depreciation                                                    27,642                            -
                                                              -------------                -------------
Total General and Administrative Expenses                           615,026                    1,062,365
                                                              -------------                -------------
Loss from Operations                                               (615,026)                  (1,061,384)
                                                              -------------                -------------

Other Income(Expense)
    Gain on Extinguishment of Debt                                  929,127                    3,746,897
    Interest Expense                                               (158,507)                    (747,850)
    Debt Placement                                                        -                     (100,000)
                                                              -------------                -------------

Total Other Income(Expense)                                         770,620                    2,899,047
                                                              -------------                -------------
Income before provision for Income taxes                            155,594                    1,837,663
                                                              -------------                -------------

Provision for Income taxes                                                -                            -
                                                              -------------                -------------

Net Income                                                    $     155,594                $   1,837,663
                                                              =============                =============
Earnings per Share, basic                                     $        0.01                $        0.14
                                                              =============                =============
Earnings per Share, diluted                                   $        0.01                $        0.14
                                                              =============                =============
Weighted Average Shares, basic                                   13,402,364                   12,846,964
                                                              =============                =============
Weighted Average Shares, diluted                                 13,847,204                   12,846,964
                                                              =============                =============



               The accompanying notes are an integral part of these financial statements

                                                 F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  American Consolidated Management Group, Inc.
                                       Statements of Shareholders' Deficit
                                 For the Years Ended December 31, 2005 and 2004


                                                   Common Stock
                                             ----------------------           Paid in          Accumulated
                                             Shares          Amount           Capital             Deficit              Total
                                             ------          ------        -------------       -------------       -------------
<S>                                        <C>              <C>            <C>                  <C>                 <C>
Balance December 31, 2003                  11,925,653       $ 119,257      $   1,212,454        $(9,076,424)        $(7,744,713)

Shares Issued for Services
  Rendered                                  1,199,999          12,000            594,880                  -             606,880

Net Income                                          -               -                  -          1,837,663           1,837,663
                                          ----------------------------------------------------------------------------------------

Balance December 31, 2004                  13,125,652         131,257          1,807,334         (7,238,761)         (5,300,170)

Convertible Debenture
Beneficial Conversion
Feature                                             -               -             34,125                  -              34,125

Stock Based Compensation                    1,000,000          10,000            100,000                  -             110,000

Net Income                                          -               -                  -            155,594             155,594
                                          ----------------------------------------------------------------------------------------

Balance December 31, 2005                  14,125,652        $141,257        $ 1,941,459        $(7,083,167)        $(5,000,451)
                                          ========================================================================-===============


                            The accompanying notes are an integral part of these financial statements

                                                               F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         American Consolidated Management Group, Inc.
                                                    Statements of Cash Flows


                                                                                       For the Years Ended
                                                                               December 31, 2005     December 31, 2004
                                                                               -----------------     -----------------
<S>                                                                              <C>                     <C>
Operating Activities
        Net Income                                                               $     155,594           1,837,663
        Adjustments to reconcile net income
          to net cash used for operating
          activities
                 Issuance of Stock for Services Rendered                                     -             606,880
                 Stock Based Compensation                                              110,000                   -
                 Depreciation and Amortization                                          31,339                   -
                 Gain on Extinguishment of Debt                                       (929,127)         (3,746,897)
                 Increase (Decrease) in cash due to changes in
                        Inventory                                                       16,017             (16,017)
                        Prepaids                                                         1,800              (3,600)
                        Accounts Payable and Accruals                                  247,679             161,289
                                                                                 -------------       -------------
                        Net cash used for Operating activities                        (366,698)         (1,160,682)
                                                                                 -------------       -------------

Investing Activities
        Capital Expenditures                                                            (5,428)            (54,592)
                                                                                 -------------       -------------
        Net cash used for Investing activities                                          (5,428)            (54,592)
                                                                                 -------------       -------------

Financing Activities
        Net Proceeds from Related Party Payables                                       350,708           1,253,144
        Payments on capital lease obligation                                           (15,187)                  -
                                                                                 -------------        ------------

                        Net cash provided by Financing activities                      335,521           1,253,144
                                                                                 -------------       -------------

Net Change in Cash and Cash Equivalents                                                (36,605)             37,870

Cash at the Beginning of the Year                                                       38,878               1,008
                                                                                 -------------       -------------

Cash at the End of the Year                                                      $       2,273       $      38,878
                                                                                 =============       =============

Cash Paid for:
        Interest                                                                        14,711               2,057
                                                                                 =============       =============
        Taxes                                                                                -                   -
                                                                                 =============       =============

Supplemental cash flow disclosure:
      Equipment purchased under capital lease                                           70,970                   -


                            The accompanying notes are an integral part of these financial statements

                                                              F-6
</TABLE>
<PAGE>

                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

         American Consolidated Management Group, Inc. ("ACMG" or the "Company")
is involved in the development and commercialization of natural plant products
for use by established food manufacturers in their products aimed at the fast
growing Functional Foods segment of the estimated $900 billion dollar United
States domestic food industry. The first priority and primary goal is in the
commercialization of a natural, organic, fruit and vegetable powder that is
designed to be added to any food processing application so that the food product
utilizing this powder can make the claim that one serving would contain the
equivalent nutrient value of 3-5 servings of fruits and vegetables.

         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. Jack 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.

NOTE 2 - GOING CONCERN

         At December 31, 2005, the Company has a $2.3 million working capital
deficiency and a shareholders' deficit of $5.0 million. The Company continues to
have operating losses which total $615,000 during 2005. Additionally, the
Company had no sales during 2005. These conditions raise substantial doubt about
the ability of the Company to continue as a going concern.

         The Company negotiated, and executed an agreement that would grant the
Company an exclusive fifty year license in a new technology to manufacture,
produce, and distribute a trade secret technology developed, but not yet
patented. The Company believes that with this exclusive license of this trade
secret technology it can seek and obtain financing from 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 credit sources, and when and if
certain contingencies are met by the Company, a contract, or contracts, as well
as financing may follow.

         Management is currently researching and developing new products and
enhancements to existing products using the trade secret technology. To date,
the trade secret technology has not provided significant revenues. The success
of the Company's business operations will depend upon the ability to obtain
further financing until such time, if ever, as there is favorable market
acceptance for the trade secret technology. It is not possible to predict with
assurance the outcome of these matters. If the Company is unable to obtain
further financing and achieve profitable operations from the trade secret
technology, then the Company will likely fail. The accompanying financial
statements do not include any adjustments that might be necessary as a result of
these uncertainties.

                                       F-7
<PAGE>

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, cash includes all cash and
investments with original maturities to the Company of three months or less.

PROPERTY AND EQUIPMENT

         Property and equipment, including equipment under capital lease, is
recorded at cost, less accumulated depreciation. Depreciation on property and
equipment is determined using the straight-line method over the estimated
 useful lives of the assets or terms of the lease. Expenditures for maintenance
and repairs are expensed when incurred and betterments are capitalized. Gains
 and losses on sale of property and equipment are reflected in operations.

         Construction in progress (CIP) is stated at cost, which includes the
cost of construction and other direct costs attributable to the construction. No
provision for depreciation is made on current CIP, until such time as the
relevant assets are completed and put into use. At December 31, 2004, CIP
consists of various machinery and equipment being assembled related to the onset
of the Company's operations. In 2005, the machinery and equipment in CIP was
placed into service.

INCOME TAXES

         The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109. Under the asset and liability
method of SFAS No. 109, deferred tax assets and liabilities measured using the
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under SFAS
No. 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

         Deferred income taxes are provided in amounts sufficient to give effect
to temporary differences between financial and tax reporting. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax asset
will not be realized.

USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

BASIC AND DILUTED NET INCOME PER COMMON SHARE AND OTHER EQUITY TRANSACTIONS

         Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing net income by the weighted average
number of common and potential shares outstanding during the period. Potential
common shares for the year ended December 31, 2005 are 444,840. Accordingly, the
number of shares used in the diluted per share calculation for the year December
31, 2005 are 13,847,204 and include the dilutive effect of common shares
issuable upon the conversion of outstanding convertible debentures. There were
no dilutive instruments outstanding at December 31, 2004.

         During the year ended December 31, 2004, the Company issued 1,199,999
shares of stock as compensation for services or in lieu of fees charged for the
transaction.

                                      F-8
<PAGE>

         On September 22 ,2005, the Company entered into an employment agreement
with Mr. Ed Rensi whereby Mr. Rensi was elected to serve as the Company's Chief
Executive Officer. Under the terms of the agreement, the Company issued Mr.
Rensi 1,000,000 shares of fully paid, unrestricted common stock. The shares were
issued in lieu of cash compensation so that Mr. Rensi would not be entitled to a
salary over the five year term of the agreement. The shares were valued at $0.11
per share, based on an independent valuation analysis because the Company's
common stock has little trading in a limited market. As such, the total
compensation to be recognized under the employment agreement is $110,000. There
are no provisions requiring the return of the stock in the event of early
termination of the employment agreement; thus the entire $110,000 was recognized
as compensation expense upon issuance.

SHARE-BASED COMPENSATION

         The Company measures share-based compensation based on the equity
instruments issued at the date of grant.

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)").
SFAS No. 123(R) will require companies to measure all employee stock-based
compensation awards using a fair value method and record such expense in its
financial statements. In addition, the adoption of SFAS No. 123(R) requires
additional accounting and disclosure related to the income tax and cash flow
effects resulting from share-based payment arrangements. SFAS No. 123(R) is
effective beginning as of the first annual reporting period beginning after
December 15, 2005. SFAS No. 123(R) allows for adoption using either the modified
prospective or modified retrospective methods. The Company has evaluated the
impact upon adoption of SFAS No. 123(R) and has concluded that the adoption will
not have a material impact on financial position or results of operations upon
adoption.

         In November 2004, the FASB issued SFAS No. 151, "Inventory Costs,"
which is effective for fiscal years beginning after June 15, 2005. This standard
clarifies that abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials should be recognized as current-period charges and
it requires the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The standard is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005. The
adoption of SFAS No. 151 is not expected to have a material impact on the
Company's financial position or results of operations upon adoption.

         In December 2003, the FASB issued FASB Interpretation ("FIN") No. 46
(revised), "Consolidation of Variable Interest Entities" ("FIN No. 46(R)"),
which addresses consolidation by business enterprises of variable interest
entities. FIN No. 46(R) requires a variable interest entity to be consolidated
by a company if that company is subject to a majority of the risk of loss from
the variable interest entity's activities or entitled to receive a majority of
the entity's residual returns, or both. FIN No. 46(R) also requires disclosures
about variable interest entities that a company is not required to consolidate,
but in which it has a significant variable interest. FIN No. 46(R) provides
guidance for determining whether an entity qualifies as a variable interest
entity by considering, among other considerations, whether the entity lacks
sufficient equity or its equity holders lack adequate decision-making ability.
The consolidation requirements of FIN No. 46(R) applied immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
applied to the Company's existing variable interest entities in the first
reporting period ending after December 15, 2004. Certain of the disclosure
requirements applied to all financial statements issued after December 31, 2003,
regardless of when the variable interest entity was established. The adoption of
FIN No. 46(R) did not have any impact on the Company's financial position or
results of operations.

         Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial position
or the results of operations of the Company upon adoption.

                                       F-9
<PAGE>

NOTE 4 - PAYABLES AND ACCRUED EXPENSES

                                                           DECEMBER 31,
                                                      ----------------------
                                                         2005         2004
                                                         ----         ----
Trade payables                                        $ 167,920    $  94,690
Accrued interest                                        300,313      400,085
Other accrued liabilities                                 9,350            -
                                                      ---------    ----------
                                                      $ 477,583    $ 494,775
                                                      =========    =========



NOTE 5 - RELATED PARTY PAYABLES

                                                              DECEMBER 31,
                                                        -----------------------
                                                            2005        2004
                                                        ----------   ----------
  Unsecured non-interest bearing notes payable to
   certain shareholders of the Company, due on
   demand.                                              $  254,532    $ 254,532

  Account payable due to a shareholder,unsecured.          280,000      280,000

  Account payable due to a shareholder under factoring
   agreement(1)                                             50,000            -

  Notes Due Shareholders with interest at twelve           198,000            -
   percent (12%), convertible @ twenty cents ($.20)
   per share.(2)

  Note due to Beta Foods, LLC, an entity owned by
   Certain shareholders, due on demand, with
   interest at 10.00 percent per year, unsecured.          292,708      190,000

  Note due to Upstate Capital Investments, LLC, an
   entity owned by certain shareholders, due on demand,
   with interest at 10.00 percent per year, unsecured.     350,000      350,000

  Amount due to an independent entity owned by certain
   shareholders, due on demand, with interest at 10.00
   percent per year, after due date, unsecured.            338,950      338,950

  Note due to Aloe Commodities International Inc.,
   a related party, due on demand, with
   interest at 6 percent per year.(3)                            -      800,000
                                                        ----------   ----------
                                                        $1,764,190   $2,213,482


  Less Current Portion                                   1,616,190    2,213,482
                                                        ----------   ----------

  Long-Term Portion                                     $  148,000   $        -
                                                        ==========   ==========

(1) During 2005, the Company borrowed $50,000 under a factoring agreement with
    one of its shareholders. This amount was repaid during January 2006.

(2) During 2005, the Company entered into two convertible loan agreements. The
    loan agreements were for principal amounts of $25,000 and $25,000
    respectively. In June 2006, the Company entered into a convertible loan
    agreement with one of its shareholders for a principal amount of $500,000,
    $148,000 of which was borrowed during 2005. Interest accrues under the
    arrangements at the rate of twelve percent per annum, and all principal and
    interest is due and payable in a single balloon payment on the one year
    anniversary of the agreements. In addition, the loans are convertible into
    common stock at the rate of one share of common stock for every $.20 that is
    converted. There is no beneficial conversion feature under the arrangements
    as the onversion price exceeded the trading price of the time of borrowing.
    The loan proceeds will be used for working capital and other corporate
    purposes.

                                      F-10
<PAGE>

(3) On January 11, 2005, the Company filed a petition for declaratory judgment
    against Aloe Commodities International, Inc. ("Aloe"). Aloe asserted that
    the Company owed Aloe money pursuant to a promissory note executed by
    Renaissance Man, Inc. ("RMI") with a remaining principal balance of
    $800,000, plus interest, as well as an additional $247,525 in connection
    with inventory purchases by RMI (the "Aloe Claims"). This petition asked
    that the court grant a judgment stating that all Aloe Claims against the
    Company were invalid because the Company was unable to locate any written
    instrument agreeing to pay this debt and Statute of Frauds law in Texas
    requires a written instrument agreeing to pay debt of another. The Company
    accrued $800,000 plus interest related to this litigation as of December 31,
    2004.

         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
$110,744 which is shown net of discount as convertible debenture in the
accompanying balance sheet. As a result of the release of the claims, the
Company recorded a gain on extinguishment of debt of $929,127 consisting of the
difference between the $800,000 promissory note and the new convertible
debenture of $110,744 plus accrued interest on the $800,000 promissory note of
$239,871. This debenture accrues 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.

         In accordance with Emerging Issuer Task Force ("EITF") No. 00-27, "
Application of Issue No. 98-5, `Accounting for Convertible Securities with
Beneficial Conversion Features of Contingently Adjustable Conversion Ratios', to
Certain Convertible Instruments", the Company attributed a beneficial conversion
feature of $34,125 to the convertible debenture based upon the difference
between the effective conversion price of those shares and the closing price of
its common shares on the date of issues. The beneficial conversion feature was
recorded as a debt discount and is being amortized over the term of the
debenture. During the year ended December 31, 2005, amortization as interest
expenses totaled $3,697.

NOTE 6 - CONTINGENT ROYALTY PAYABLE

         On 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 the Company. 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.

         In accordance with SFAS No. 15 "Accounting for Debtors and Creditors in
Troubled Debt Restructurings", the maximum amount of additional royalties due
under the agreement of $2,640,000 is recorded as a long-term contingent royalty
liability on the accompanying balance sheets. This liability will be reduced by
the additional royalty paid from sales, if any, of the phytonutrient product by
the Company. At such a time that no further sales of the phytonutrient product
by the Company will occur, any remaining liability will be removed from the
balance sheet since no obligation to repay the contingent liability exists
outside of the one generated by sales of the phytonutrient product by the
Company.

                                      F-11
<PAGE>

         The Company recognized gain of extinguishment of debt during 2004 of
approximately $3.7 million which is based on the difference between the troubled
debt restructured amount and the amount accrued of $6.5 million plus accrued
interest.

NOTE 7 - INCOME TAXES

         The provision for income taxes differs from the amount computed at
federal statutory rates as follows:
<TABLE>
<CAPTION>
                                                                              For the years ended
                                                                                  December, 31,
                                                                              2005             2004
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
Income tax (benefit) expense at statutory rate                            $     52,902     $    624,805
Net operating loss carryforwards and change in valuation allowance             (52,902)        (624,805)
                                                                          ------------     ------------
                                                                          $          -     $          -
                                                                          ============     ============

Deferred tax assets (liabilities) are comprised of the following:
<CAPTION>

                                                                                  December, 31,
                                                                              2005             2004
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
Net operating loss carryforwards, beginning in 2002                       $   253,785      $    878,590
Use of net operating loss carryforwards                                       (52,902)         (624,805)
Valuation allowance                                                          (200,883)         (253,785)
                                                                          ------------     ------------
                                                                          $          -     $          -
                                                                          ============     ============
</TABLE>

         The income generated in 2005 and 2004 was primarily related to debt
Forgiveness and was not from ongoing operations. The Company has no ongoing
operations and management believes it is more likely than not the Company will
not be able to realize the net operation loss carryforwards and has fully
reserved for the remaining net operating loss carryforwards. Net operating
losses expire in tax years beginning in 2017 and thereafter.

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments consist of cash, payables, and
notes payable. The carrying amount of cash and payables approximates fair value
because of the short-term nature of these items. The carrying amount of the
notes payable approximates fair value as the individual borrowings bear interest
at market interest rates for unsecured borrowings.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

         On February 11, 2003, JWT Specialized Communications, Inc. ("JWT")
filed a complaint against the Company in the Court of Common Pleas for
Greenville County, South Carolina. The Complaint was amended on July 11, 2003
naming the Company and RMI as defendants. JWT seeks recovery of monies allegedly
due it for advertising services that were provided to the RMI between January 6,
1999 and September 13, 2000. The complaint states that JWT is seeking $572,878
plus costs incurred from the defendants. Documentation exists which suggest that
the agreement reached between the parties, which resulted in a stock issuance,
required an additional $65,000 to be paid to JWT to fully satisfy RMI's
obligations. The Company denies any responsibility for any monies owed but has
accrued the $65,000 in other current liabilities on the accompanying balance
sheets.

                                      F-12
<PAGE>

         Effective April 12, 2004, the Company 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 were $6,182 per month. The
lease agreement expired in April 2005.

         On March 15, 2006, the Company also entered into a two-year operating
lease for a plant for the manufacture, development and application of its
product. The base rent is $2,856 per month. The Company is also responsible for
certain operating expenses and other expenses in connection with the lease.
Minimum lease payments under this operating lease are $27,132, and $34,272,
$7,140 for the years ended December 31, 2006, 2007 and 2008.

         On November 11, 2004, the Company also entered into a lease agreement
with Renaissance Hospitality, Inc., a company owned by Stacy Chapman and George
Mappin, Jr., both of whom are children of George Mappin, a director, officer and
shareholder of the Company whereby the Company is leasing laboratory equipment
that will be located at the Company's plant. The lease calls for payments of
$1,812.26 per month for 48 months. At the end of the lease the Company has the
option to buy the equipment for the sum of $1.00. The Company has recorded the
equipment transaction as a capital lease.

         The following is a schedule by year of the future minimum lease
payments under the capital lease together with the present value of the net
minimum lease payments as of December 31, 2005.

                                        2006                         $21,747
                                        2007                          21,747
                                        2008                          21,747
                                                                    --------

              Net minimum lease payments                              65,241
              Less amount representing interest                        9,458
                                                                    --------

              Present value of net minimum lease payments             55,783
              Less current portion                                    15,314
                                                                     -------
                                                                     $40,469
                                                                     =======

NOTE 10 - SUBSEQUENT EVENTS

         In March 2006, the Company entered into 18 convertible loan agreements
with 18 investors for an aggregate principal amount of $275,000. Each loan
agreement accrues interest at twelve percent (12%) per annum and all principal
and accrued interest is due and payable in a single balloon payment on March 23,
2007. In addition, the loans 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.

         On June 29, 2006, the Company entered into a convertible loan agreement
with one of its shareholders for a principal amount of $500,000, $148,000 of
which was borrowed during 2005 (see Note 5). The loan agreement accrues interest
at twelve percent (12%) per annum and all principal and accrued interest is due
and payable in a single balloon payment on June 29, 2007. In addition, the loans
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.

                                      F-13