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, 2004

                             Commission file number
                             ----------------------
                                     0-20642

                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


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

  714 Fairview Rd., Greer, South Carolina 29651            (864) 848-1900
  ---------------------------------------------  -------------------------------
    (Address of principal executive offices)     (Registrant's telephone number,
                                                        including area code)

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 (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 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.
[X] Yes [ ] No

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-KSB. [ ]

         Issuers revenues for its most recent fiscal year: $2,145

         The aggregate market value of common stock held by non-affiliates
(i.e., does not include directors, executive officers or ten percent
stockholders identified in Item 11 hereof) computed by reference to the average
bid and asked price of such common stock, as of March 21, 2005: $4,201,528

         Shares outstanding of the registrant's common stock as of March 21,
2005: 13,125,652.

<PAGE>

                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2004


                                     PART I

Item 1.    Description of Business.............................................3
Item 2.    Description of Property.............................................8
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............9
Item 6.    Management's Discussion and Analysis or Plan of Operation..........10
Item 7.    Financial Statements...............................................17
Item 8.    Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure.........................................17
Item 8A.   Controls and Procedures............................................17
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................18
Item 10.   Executive Compensation.............................................19
Item 11.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters..................................20
Item 12.   Certain Relationships and Related Transactions.....................20
Item 13.   Exhibits...........................................................21
Item 14.   Principal Accountant Fees and Services.............................21

                                       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; strategic business initiatives; and the launch dates of our
products.

         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 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, Company transfer 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

                                       3
<PAGE>

Clifton shares to various parties in consideration of lien 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 at the same time
extending 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.
Approximately 25% of Beta Foods, L.L.C. is beneficially owned by family members
of Mr. George Mappin, a director and officer of the Company, approximately 25%
of Beta Foods, L.L.C. is beneficially owned by Mr. Herschel Walker, a director
and officer of the Company and approximately 25% of Beta Foods, L.L.C. is
beneficially owned by family members of Mr. Richard Shanks, a shareholder of the
Company.

         Effective April 12, 2004, the Company also entered into a one-year
lease for a plant for the manufacture, development and application of the
process, and began acquiring manufacturing and laboratory equipment to
manufacture, test, analyze and enhance the technology. Lease payments are $6,182
per month until the end of the lease on April 30, 2005. The Company does not
have adequate funding to pay the least 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.

                                       5
<PAGE>

Agreements

         In March 2005, we 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
possesses the exclusive right to manufacture these products with Sunutra(TM) for
a period of three (3) years provided certain minimum purchase requirements are
maintained. In addition, Nu Specialty must purchase a minimum of 1,586 pounds of
this powder on, or before June 1, 2005 thereby providing the Company with
minimum anticipated cash inflow in excess of $100,000.00. 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
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 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 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 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

                                       6
<PAGE>

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
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 industy. 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, we 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

         Orders for our products are typically shipped within one business day
after receipt of an order. As a result, there is no significant backlog at any
time.

Employees

         As of March 21, 2005, 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.

                                       7
<PAGE>

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 may be terminated at any time by Mr. Mappin.

         Effective April 12, 2004, the Company also entered into a one-year
lease for a plant for the manufacture, development and application of the
process, and began acquiring manufacturing and laboratory equipment to
manufacture, test, analyze and enhance the technology. The plant is located at
13250 Gregg Street #A, Poway, CA 92064. Lease payments are $6,182 per month
until the end of the lease on April 30, 2005. The facility comprises
approximately 5900 square feet of space.

         We have not made any arrangements for the extension of the Poway, CA
lease. 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. We
anticipate that we will need additional office, plant, warehousing and
manufacturing facilities in the future depending upon the volume of products
sold and the manufacturing arrangements we develop.

         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 3. Legal Proceedings

        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 $572,878.59 plus
costs incurred from the defendants. The Company timely answered the complaint
and denied any liability to JWT based upon the fact that the alleged services
were provided before RMI became of subsidiary of the Company and that the
Plaintiff never had any contract or agreement with the Company which would
obligate the Company for some or all of the alleged damages. The Company
believes that RMI is the responsible party, if any. Based upon information
obtained from the Greenville County (SC) Clerk of Court, it is likely that this
matter will be heard in May or June, 2005.

         On January 11, 2005, the Company filed its petition for declaratory
judgment against Aloe Commodities International, Inc. ("Aloe"), in the K-192nd
Judicial District Court, Dallas County, Texas, under Cause No. 05-00355. Aloe is
asserting that the Company owes Aloe money pursuant to a promissory note
executed by RMI with a remaining principal balance of $800,000.00, plus
interest, as well as an additional $247,525 in connection with inventory
purchases by RMI (the "Aloe Claims"). This petition asks that the court grant a
judgment stating that all Aloe Claims against the Company are invalid because
the Company is 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 litigation described above is in the early stages, is subject to
all of the risks and uncertainties of litigation and there can be no assurance
as to the probable result of the litigation. The litigation may be costly, could
divert our resources from other planned activities, and could have a material
adverse effect on our results of operations and financial condition.

                                       8
<PAGE>

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
         -------------                                 ----          ---

         2003
         ----
         March 31..............................        $3.50        $1.25
         June 30...............................        $2.75        $1.35
         September 30..........................        $2.70        $1.50
         December 31...........................        $2.05         $.45

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


Holders

         At March 21, 2005, there were approximately 2,368 holders of record of
the Company's common stock.

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

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

                                       9
<PAGE>

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 $38,878 in cash as of December 31, 2004. As of December
31, 2004, the Company's working capital deficit was $2,714,762 and current
liabilities were $2,773,257. In 2004 the Company generated $2,145 in 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.

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.
Approximately 25% of Beta Foods, L.L.C. is beneficially owned by family members
of Mr. George Mappin, a director and officer of the Company, approximately 25%
of Beta Foods, L.L.C. is beneficially owned by Mr. Herschel Walker, a director
and officer of the Company and approximately 25% of Beta Foods, L.L.C. is
beneficially owned by family members of Mr. Richard Shanks, a shareholder of the
Company.

         Effective April 12, 2004, the Company also entered into a one-year
lease for a plant for the manufacture, development and application of the
process, and began acquiring manufacturing and laboratory equipment to
manufacture, test, analyze and enhance the technology. Lease payments are $6,182
per month until the end of the lease on April 30, 2005. The Company has not
entered into any arrangements to extend its lease. Funding for equipment
acquisitions is anticipated to be provided from capital raised from the
agreement with Cornell Capital Partners, L.P., discussed below, although there
can be no assurance that such funding will be available.

         On 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.

                                       10
<PAGE>

         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. In addition, Nu Specialty must purchase a minimum of 1,586
pounds of this powder on, or before June 1, 2005 thereby providing the Company
with minimum anticipated cash inflow in excess of $100,000.00. 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.

Liquidity and Capital Resources

         To date, the Company has financed its operations principally through
private placements of debt and equity securities. The Company generated
$1,253,144 in net proceeds through financing activities from related party
payables for the year ended December 31, 2004. The Company used net cash of
($1,160,682) for operating activities during the year ended December 31, 2004.
As of December 31, 2004, the Company's current liabilities totaled $2,773,257
and the Company had working capital deficit of $2,714,762.

         Our liabilities are comprised of related party payables in the amount
of $2,213,482, payable and accrued expenses in the amount of $494,775 and other
liabilities in the amount of $65,000. 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 $38,878
of cash on hand at December 31, 2004 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 2005 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 Loan Agreements with Upstate
Capital Investments, LLC and Herschel Walker, an officer and director of the
Company. Jack Shaw and Brian Holden, who together own over 2,000,000 shares of

                                       11
<PAGE>

the Company's common stock, are affiliated with Upstate Capital Investments,
LLC. Each of these lenders agreed to provide the Company with a $350,000 loan
that accrues interest at the rate of ten percent per annum and is due in a
single balloon payment on the six month anniversary of the agreement. The
Company also agreed to issue to each of the lenders 50,000 shares of the
Company's restricted stock as additional consideration for the loans. 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. Mr. Walker has not funded his
loan obligation and will not in the future. As a result, the Company will not be
issuing any shares to Mr. Walker in connection with his loan. On November 12,
2004, Upstate Capital Investments, LLC agreed to extend the maturity date of the
loan so that all principal and interest is due and payable in a single balloon
payment on May 14, 2005. The Company does not have the funds to repay the
amounts owing on the Upstate Capital Investments, LLC loan. As a result, the
Company will need to find funding to repay the amounts owed. There can be no
assurance that the Company will be successful in locating sources of funding to
repay the loan or the funding, if available, will be obtained on favorable
terms.

         On March 25, 2004, the Company entered into a final Standby Equity
Distribution Agreement (the "Cornell Agreement") with Cornell Capital Partners,
L.P. (the "Investor"), a Delaware limited partnership. This agreement provides
for that the Company may receive up to $10,000,000 in funding from the sale of
common stock, payable in installments. The funding may occur over a period of
two years. Investor received 195,000 shares of the Company's common stock as a
commitment fee in connection with the Cornell Agreement. The Cornell Agreement
contains certain provisions that must be met prior to funding, including, but
not limited to, a requirement that a resale registration statement with respect
to the securities to be acquired by Investor is filed and has been declared
effective by the SEC and the authorization for the Company's common stock to be
traded in the OTC Bulletin Board. Because these contingencies have not been
satisfied and there can be no assurance that these and other contingencies will
be satisfied, there can be no assurance that any funding will be provided by
Investor under the Cornell Agreement. In connection with the Cornell Agreement,
the Company also executed a Registration Rights Agreement, Placement Agent
Agreement and Escrow Agreement.

         The Company also entered into an agreement with Newbridge Securities
Corporation ("Newbridge") in March 2004. Under the terms of this agreement,
Newbridge is acting as the Company's exclusive placement agent in connection
with the Cornell Agreement. Newbridge is providing placement agent related
services under this Agreement. The services will be performed during the period
that the Cornell Agreement is in effect. The Company has issued to Newbridge
5,000 shares of the Company's common stock as consideration for services under
this agreement.

         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 will advance the additional $200,000.00 in
equal installments of $50,000.00, with each installment to be advanced on the
1st day of the month beginning in December, 2004 and continuing each month
thereafter until the full amount is advanced. 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 become due and payable on June
30, 2005.

         On January 11, 2005, the Company filed its petition for declaratory
judgment against Aloe Commodities International, Inc. ("Aloe"), in the K-192nd
Judicial District Court, Dallas County, Texas, under Cause No. 05-00355. Aloe is
asserting that the Company owes Aloe money pursuant to a promissory note
executed by RMI with a remaining principal balance of $800,000.00, plus
interest, as well as an additional $247,525 in connection with inventory
purchases by RMI (the "Aloe Claims"). This petition asks that the court grant a
judgment stating that all Aloe Claims against the Company are invalid because
the Company is 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 litigation is in the early stages, is subject to all of the
risks and uncertainties of litigation and there can be no assurance as to the
probable result of this litigation. This litigation may be costly, could divert
our resources from other planned activities, and could have a material adverse
effect on our results of operations and financial condition. The Company has

                                       12
<PAGE>

accrued $800,000 plus interest related to this litigation and management
believes the final settlement will not exceed this amount.

         Stock Based Compensation

         During the quarter ended March 31, 2004, the Company issued 1,199,999
shares of stock as compensation for services or in lieu of fees charged for the
transaction. During the nine months ended December 31, 2004, the Company issued
no shares of stock.

         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.

         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 balance sheet as of September 30, 2004. 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.

         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 2 to the
Company's audited financial statements included in the Company's December 31,
2004 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

                                       13
<PAGE>

carryforwards generated since the change in control will not be able to be used
due to recurrent operating losses and the Company has provided a full valuation
allowance for these amounts.

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
conditions or results of operations.

Forward-Looking Statements

         When used in this Form 10-QSB or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.

         The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and advises
readers that forward-looking statements involve various risks and uncertainties.
The Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.

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 $7,238,761 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 product
         on commercially favorable terms;

o        Successful marketing of our Sunutra products;

o        Commercial acceptance of our Sunutra product;

o        Our ability to establish economical manufacturing facilities; and

o        Our ability to develop additional nutritional products.

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

         Because our Sunutra 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 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

                                       14
<PAGE>

systems, web development, personnel recruitment and distributor and licensee
relationships. During 2004, we had $2,145 in 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.

         Our independent public accounting firm has expressed 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. Our auditors have
noted that our revenue generating activities are not in place and we have
incurred losses. As a result, our auditors have indicated that 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, 2004, we had assets of $113,087, current liabilities of $2,773,257
and a working capital (deficit) of ($2,714,762). 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 $2,773,257. 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.

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

         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 product. As of March
21, 2005, we had only one licensee of our product. 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. 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, 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.

                                       15
<PAGE>

         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
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 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
product.We have an exclusive license to enhance, commercialize, manufacture and
market the Sunutra 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. 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

                                       16
<PAGE>

then it would have a material adverse effect on our ability to market and sell
Sunutra 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.
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, 2004,
pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure

                                       17
<PAGE>

controls and procedures are effective in timely alerting them to material
information relating to that which is required to be included in our periodic
SEC filings. There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation.

Item 8B. Other Information

         None


                                    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 March 21, 2005:

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

Herschel J. Walker     41     Director, CEO and President               2001

George E. Mappin       55     Director, Secretary, Acting Treasurer,    2001
                               Controller and CFO
---------------

         Herschel J. Walker. Mr. Walker was appointed to the Company's Board in
2001. 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 acting as spokesman for the health
drink Aloe Lu Ya and 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 in
2001. 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.

Family Relationships

         None.

                                       18
<PAGE>

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.

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
did not have an annual stock meeting during the prior year.

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 is in the process of formulating a policy with regard to the
consideration of director candidates recommended by security holders and the
minimum qualifications of such candidates. It anticipates having such a policy
in place before the Company's 2006 annual stockholders meeting. 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 did not meet during the fiscal year ended
December 31, 2005, but acted by written consents of the board.


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

         During the last fiscal year, the Company's officers and directors did
not receive any salary, wage or other compensation. During the current fiscal
year the Company has no present plans to pay compensation to its officers and
directors. There are presently no ongoing pension or other plans or arrangements
pursuant to which remuneration is proposed to be paid in the future to any of
the officers and directors of the Company.

Compensation Committee Interlocks and Insider Participation

         No executive officers of the Company serve on the Compensation
Committee (or in a like capacity) for the Company or any other entity.

                                       19
<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 March 21, 2005,
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 March 21, 2005, the Company had 13,125,652 shares of common stock
outstanding no person was known by the Company to beneficially own more than 5
percent of the Company's outstanding common stock.
<TABLE>
<CAPTION>
        Name and Address             Shares Beneficially        Percentage of Shares
     Of Beneficial Owner(1)                 Owned                Beneficially Owned                    Position
     ----------------------                 -----                ------------------                    --------
<S>                                        <C>                          <C>               <C>
Herschel J. Walker                         2,069,000                    15.8%             Director, CEO and President

George E. Mappin                                   0                       --             Director and Secretary, Acting
                                                                                          Treasurer, Controller and CFO

Executive Officers and Directors           2,069,000                    15.8%
as a Group (2 persons)

George Mappin, Jr.(2)                        750,000                     5.7%
7 Sneed Drive
Taylors, SC 29687

Icon Investments US, LLC(3)                  962,567                     7.3%
P.O. Box 16253
Greenville, SC 29606

Ridge Management , LLC                       946,000                     7.2%
714 Fairview Rd.
Greer, SC 29651

Jack Shaw                                  1,069,519                     8.2%
P.O. Box 5835
Greenville, SC 29606
--------------------------
* 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. 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.

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 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

                                       20
<PAGE>

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.

         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 23 hereof.

Reports on Form 8-K

         No current reports on Form 8-K were filed by the Company during the
fourth quarter of 2004.

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, 2004 and 2003
were $15,000 and $17,500, 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, 2004 and 2003 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, 2004 and 2003 were $6,500 and $8,000,
respectively.

                                       21
<PAGE>

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, 2004 and 2003 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.

                                   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: April 13, 2005                By   /s/ Herschel J. Walker
                                       -------------------------------------
                                       Herschel J. Walker
                                       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/ Herschel J. Walker      Chief Executive Officer            April 13, 2005
-------------------------     and Director
Herschel J. Walker


 /s/ George E. Mappin         Director, Secretary and Acting     April 13, 2005
-------------------------     Treasurer, Controller and CFO
George E. Mappin

                                       22
<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 (Incorporated by reference to Exhibit
                  3(ii).1 of the Company's Annual Report on Form 10-KSB, dated
                  December 31, 2000)

10.1              2004 Professional Employee Consultant Stock Compensation Plan
                  (Incorporated by reference to Exhibit 4.5 of the Company's
                  Registration Statement on Form S-8 (SEC File No. 333-113819))

10.2              Standby Equity Distribution Agreement between the Company and
                  Cornell Capital Partners, LLP dated March 25, 2004
                  (Incorporated by reference to Exhibit 10.4 of the Company's
                  Annual Report on Form 10-KSB, dated December 31, 2003)

10.3              Escrow Agreement, by and between the Company, Cornell Capital
                  Partners, LP and Butler Gonzalez, LLP, dated March, 2004
                  (Incorporated by reference to Exhibit 10.3 of the Company's
                  Quarterly Report on Form 10-QSB, dated March 31, 2004)

10.4              Consulting Agreement, but and between the Company and William
                  Strenglis, dated January 13, 2004 (Incorporated by reference
                  to Exhibit 10.4 of the Company's Quarterly Report on Form
                  10-QSB, dated March 31, 2004)

10.5              Registration Rights Agreement, by and between the Company and
                  Cornell Capital Partners, LP, dated March 14, 2004
                  (Incorporated by reference to Exhibit 10.5 of the Company's
                  Quarterly Report on Form 10-QSB, dated March 31, 2004)

10.6              Placement Agent Agreement, by and between the Company, Cornell
                  Capital Partners, LP and Newbridge Securities Corporation,
                  dated March 14, 2004 (Incorporated by reference to Exhibit
                  10.6 of the Company's Quarterly Report on Form 10-QSB, dated
                  March 31, 2004)

10.7              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)

10.8              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)

10.9              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)

10.10             Loan Agreement, by and between the Company and Herschel
                  Walker, dated May 14, 2004 (Incorporated by reference to
                  Exhibit 10.10 of the Company's Quarterly Report on Form
                  10-QSB, dated March 31, 2004)

10.11             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)

10.12             Standard Industrial Commercial Multi-Tenant Lease, dated March
                  31, 2003 (Incorporated by reference to Exhibit 10.12 of the
                  Company's Quarterly Report on Form 10-QSB, dated March 31,
                  2004)

                                       23
<PAGE>
EXHIBIT
  NO.                                DESCRIPTION OF EXHIBIT
-------                              ----------------------

10.13             Standard Sublease, dated March 15, 2004 (Incorporated by
                  reference to Exhibit 10.13 of the Company's Quarterly Report
                  on Form 10-QSB, dated March 31, 2004)

10.14             Consent to Sublease, by and between the Company and the
                  guarantor and lessor identified therein, dated March 19, 2004
                  (Incorporated by reference to Exhibit 10.14 of the Company's
                  Quarterly Report on Form 10-QSB, dated March 31, 2004)

10.15             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)

10.16             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)

10.17             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)

21.1              Schedule of Subsidiaries

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

                                       24
<PAGE>

                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                              Financial Statements
                           December 31, 2004 and 2003



                          Index to Financial Statements


                                                                      Page


Independent Registered Public Accounting Firm's Report                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, 2004 and 2003, 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 and 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, 2004 and 2003, 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 3 to the
financial statements as of and for the year ended December 31, 2004, the Company
has a working capital deficiency of $2.7 million and a shareholders' deficit of
$5.3 million. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are are
described in Note 3. 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 1, 2005

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

                                                             12/31/04                    12/31/03
                                                          -------------               -------------
<S>                                                       <C>                         <C>
ASSETS

Current Assets
Cash                                                      $      38,878               $       1,008
Inventory                                                        16,017                           -
Prepaids                                                          3,600                           -
                                                          -------------               -------------
Total Current Assets                                             58,495                       1,008
                                                          -------------               -------------

Construction in Progress                                         54,592                           -
                                                          -------------               -------------
Total Property Plant and Equipment                               54,592                           -

Total Assets                                              $     113,087               $       1,008
                                                          =============               =============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities

Related Party Payables                                    $   2,213,482               $   7,347,235
Payable and Accrued Expenses                                    494,775                     333,486
Other                                                            65,000                      65,000
                                                          -------------               -------------
Current Liabilities                                           2,773,257                   7,745,721
                                                          -------------               -------------


Long-Term Liabilities

Contingent Royalty Payable                                    2,640,000                           -
                                                          -------------               -------------

Commitments and Contingencies (notes 3, 6, 9)

Common Stock, $.01 par value, 70,000,000 shares
  authorized, 13,125,652 issued and outstanding                 131,257                     119,257
Paid in capital                                               1,807,334                   1,212,454
Unearned Stock Compensation                                           -                           -
Accumulated Deficit                                          (7,238,761)                 (9,076,424)
                                                          -------------               -------------
Total Shareholder's Deficit                                  (5,300,170)                 (7,744,713)
                                                          -------------               -------------

Total Liabilities and Equity                              $     113,087               $       1,008
                                                          =============               =============


                          See accompanying notes to the financial statements

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


                                                                          For the Years Ended
                                                            December 31, 2004            December 31, 2003
                                                            -----------------            -----------------
<S>                                                           <C>                          <C>
Revenues                                                      $       2,145                $           -
Cost of Goods Sold                                                    1,164                            -
                                                              -------------                -------------

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

General and Administrative Expenses
     Legal                                                          326,702                            -
     Consulting                                                     581,737                            -
     Marketing and Advertising                                       25,613                            -
     Rent                                                            43,277                            -
     Other                                                           85,036                       65,449
                                                              -------------                -------------
Total General and Administrative Expenses                         1,062,365                       65,449
                                                              -------------                -------------

(Loss) from Operations                                           (1,061,384)                     (65,449)
                                                              -------------                -------------

Other Income(Expense)
    Gain on Extinguishment of Debt                                3,746,897                            -
    Interest Expense                                               (747,850)                  (1,430,110)
    Debt Placement                                                 (100,000)                           -
    Other                                                                 -                      (15,000)
                                                              -------------                -------------

Total Other Income(Expense)                                       2,899,047                   (1,445,110)
                                                              -------------                -------------
Income (Loss) before provision for Income taxes                   1,837,663                   (1,510,559)
                                                              -------------                -------------

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

Net Income (Loss)                                             $   1,837,663                $  (1,510,559)
                                                              =============                =============

Earnings (Loss) per Share, basic and diluted                  $        0.14                $       (0.13)
                                                              =============                =============

Weighted Average Shares, basic and diluted                       12,846,964                   11,925,653
                                                              =============                =============


                               See accompanying notes to the financial statements

                                                      F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          American Consolidated Management Group, Inc.
                                               Statements of Shareholders' Deficit
                                         For the Years Ended December 31, 2003 and 2004

                                                    Common Stock
                                          ----------------------------    Capital in Excess      Accumulated
                                             Shares          Amount         of Par Value           Deficit               Total
                                             ------          ------       -----------------      -----------             -----
<S>                                        <C>             <C>               <C>                <C>                 <C>
Balance December 31, 2002                  11,925,653      $ 119,257         $ 1,212,454        $ (7,565,865)       $ (6,234,154)

         Net Loss                                                                                 (1,510,559)         (1,510,559)
                                     --------------------------------------------------------------------------------------------
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)
                                     ============================================================================================


                                        See accompanying notes to the financial statements

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


                                                                                           For the Years Ended
                                                                              December 31, 2004               December 31, 2003
                                                                              -----------------               -----------------
<S>                                                                              <C>                            <C>
Operating Activities
        Net Income (Loss)                                                        $   1,837,663                  $  (1,510,559)
        Adjustments to reconcile net (loss)
           to net cash used for operating
           activities
                 Issuance of Stock for Services Rendered                               606,880                              -
                 Write-Off of Note Receivable                                                -                         15,000
                 Gain on Extinguishment of Debt                                     (3,746,897)                             -
                 Increase (Decrease) in cash due to changes in
                        Inventory                                                      (16,017)                             -
                        Accounts Receivable                                                  -                              -
                        Prepaids                                                        (3,600)                             -
                        Accounts Payable and Accruals                                  161,289                         54,059
                                                                                 -------------                  -------------
                        Net cash used for Operating activities                      (1,160,682)                    (1,441,500)
                                                                                 -------------                  -------------

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

Financing Activities
        Net Proceeds from Related Party Payables                                     1,253,144                      1,441,500
                                                                                 -------------                  -------------

                        Net cash provided by Financing activities                    1,253,144                      1,441,500
                                                                                 -------------                  -------------

Net Change in Cash and Cash Equivalents                                                 37,870                              -

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

Cash at the End of the Year                                                      $      38,878                  $       1,008
                                                                                 =============                  =============

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


                                        See accompanying notes to the financial statements

                                                              F-6
</TABLE>
<PAGE>

                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

         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.

         Effective April 12, 2004, the Company also entered into a one-year
lease for a plant for the manufacture, development and application of the
process, and began acquiring manufacturing and laboratory equipment to
manufacture, test, analyze and enhance the technology. Lease payments are $6,182
per month until the end of the lease on April 30, 2005. 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. The Company did not take possession of the
equipment until early in 2005. The Company plans to record the transaction as a
capital lease in the first quarter of 2005. 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.


NOTE 2 - 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.

                                      F-7
<PAGE>

PROPERTY AND EQUIPMENT

         Property and equipment 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. As December 31, 2004, CIP
consists of various machinery and equipment being assembled related to the onset
of the Company's operations.

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 LOSS PER COMMON SHARE AND OTHER EQUITY TRANSACTIONS

         The Company had no stock options, warrants, or other common stock
equivalents outstanding during the years ended December 31, 2004 and 2003.
Accordingly, basic and diluted shares are based on the weighted average number
of common shares outstanding.

         In September 2003, the Company issued 450,000 shares of stock to two
individuals as a closing bonus in recognition of their efforts in consummating
the share exchange with RMI. This transaction resulted in a charge to income of
$1,012,500, which has been recorded in 2002, (when the share exchange agreement
was effective). The charge to income was based on the estimated market value
(trading price) of the stock as of the completion of the transaction with RMI.

         During the quarter ended March 31, 2004, the Company issued 1,199,999
shares of stock as compensation for services or in lieu of fees charged for the
transaction. During the nine months ended December 31, 2004, the Company issued
no shares of stock.

                                      F-8
<PAGE>

SHARE-BASED COMPENSATION

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

RECENT ACCOUNTING PRONOUNCEMENTS (any to add?)

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts and loan commitments that relate to the
origination of mortgage loans held for sale, and for hedging activities under
SFAS No. 133. SFAS No. 149 is generally effective for contracts entered into or
modified after June 30, 2003. The adoption of SFAS No. 149 did not have any
impact on the financial condition or operating results of the Company.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances.) Many of those instruments
were previously classified as equity. SFAS No. 150 is generally effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The adoption of SFAS No. 150 did not have any impact on the financial
condition or operating results of the Company.

         In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." FIN No. 46 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 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
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 apply immediately to
variable interest entities created after January 31, 2003. The consolidation
requirements apply to existing entities in the first fiscal year or interim
period beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003, regardless of
when the variable interest entity was established. The adoption of FIN No. 46
did not have any effect 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.

NOTE 3 - GOING CONCERN

         At December 31, 2004, the Company has a $2.7 million working capital
deficiency, a shareholders' deficit of $5.3 million, and incurred an operating
loss of $1.1 million for the year ended December 31, 2004. These conditions
raise substantial doubt about the ability of the Company to continue as a going
concern.

                                      F-9
<PAGE>

         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.

NOTE 4 - PAYABLES AND ACCRUED EXPENSES

                                                           DECEMBER 31,
                                                      ----------------------
                                                         2004         2003
                                                         ----         ----
Trade payables                                        $  94,690    $       -
Accrued interest                                        400,085      320,867
Other accrued liabilities                                     -       12,619
                                                      ---------    ----------
                                                      $ 494,775    $ 333,486
                                                      =========    =========

NOTE 5 - RELATED PARTIES
                                                              DECEMBER 31,
                                                        -----------------------
                                                            2004        2003
                                                        ----------   ----------
  Unsecured non-interest bearing notes payable to
   certain shareholders of the Company, due on
   demand.                                              $  254,532       23,579

  Account payable due to a shareholder for
   advertising services.  This payable is due on
   demand with interest at 2 percent per year,
   unsecured.                                              280,000      280,000

                                      F-10
<PAGE>

  Advances from an independent entity owned by
   certain shareholders, due on demand, with
   interest at 25.75 percent per year, unsecured.                -    6,063,656

  Note due to Beta Foods, LLC, an entity owned by
   Certain shareholders, due in 2005, with
   Interest at 10.00 percent per year, unsecured.          190,000            -

  Note due to Upstate Capital Investments, LLC,
   an entity owned by certain shareholders, due in
   2005, with interest at 10.00 percent per year,          350,000            -
   unsecured.

  Amount due to an independent entity owned by
   certain shareholders, due in 2005, with
   interest at 10.00 percent per year, after
   due date, unsecured.                                    338,950            -

  Note due to Aloe Commodities International Inc.,
   a related party, due due on demand, with
   interest at 6 percent per year.                         800,000      800,000
                                                        ----------   ----------
                                                        $2,213,482   $7,347,235
                                                        ==========   ==========

NOTE 6 - CONTINGENT ROYALTY PAYABLE AND EXTINGUISHMENT OF DEBT

         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 balance sheet as of September 30, 2004. 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 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,
                                                                              2004             2003
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
Income tax (benefit) expense at statutory rate                            $    624,805     $   (513,590)
Net operating loss carryforwards and change in valuation allowance            (624,805)         513,490
                                                                          ------------     ------------
                                                                          $          -     $          -
                                                                          ============     ============

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

<CAPTION>
                                                                                  December, 31,
                                                                              2004             2003
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
Net operating loss carryforwards, beginning in 2002                       $    878,590     $    878,590
Use of net operating loss carryforwards                                       (624,805)
Valuation allowance                                                           (253,785)        (878,590)
                                                                          ------------     ------------
                                                                          $          -     $          -
                                                                          ============     ============
</TABLE>

         The income generated in 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. The Company timely answered the
complaint and denied any liability to JWT based upon the fact that the alleged
services were provided before RMI became a subsidiary of the Company and that
the Plaintiff never had any contract or agreement with the Company which would
obligate the Company for some or all of the alleged damages. The Company
believes that RMI is the responsible party, if any. Based upon information
obtained from the Greenville County (SC) Clerk of Court, it is likely that this
matter will be heard in May or June, 2005.

                                      F-12
<PAGE>

         On January 11, 2005, the Company filed its petition for declaratory
judgment against Aloe Commodities International, Inc. ("Aloe"), in the K-192nd
Judicial District Court, Dallas County, Texas, under Cause No. 05-00355. Aloe is
asserting that the Company owes Aloe money pursuant to a promissory note
executed by 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 asks that the court grant a judgment stating
that all Aloe Claims against the Company are invalid because the Company is
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 has accrued $800,000 plus interest related to this
litigation and management believes the final settlement will not exceed this
amount.

         The litigation described above is in the early stages, is subject to
all of the risks and uncertainties of litigation and there can be no assurance
as to the probable result of the litigation. The litigation may be costly, could
divert our resources from other planned activities, and could have a material
adverse effect on our results of operations and financial condition.

NOTE 10 - SUBSQUENT EVENTS, (UNAUDITED)

         In March 2005, we 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. In addition, Nu Specialty must purchase a minimum of 1,586
pounds of this powder on, or before June 1, 2005 thereby providing the Company
with minimum anticipated cash inflow in excess of $100,000. Nu Specialty is a
specialized food company that supplies certain fast food chains as well as
school lunch programs across the U.S.

                                      F-13