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, 2003

                            Commission file number
                                    0-20642

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


                    Utah                                  87-0375093
---------------------------------------------  ---------------------------------
(State or other jurisdiction of incorporation) (IRS employer 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. [ ] Yes [X] 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: None.

       The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Company based upon the closing price of the
common stock as of the close of business on December 31, 2003 was approximately
$0.85.

       Shares outstanding of the registrant's common stock as of December 31,
2003: 11,925,652.

<PAGE>

                 AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.

                      TABLE OF CONTENTS TO ANNUAL REPORT
                                ON FORM 10-KSB
                         YEAR ENDED DECEMBER 31, 2003


                                    PART I

Item 1.    Description of Business ..........................................2
Item 2.    Description of Property ..........................................6
Item 3.    Legal Proceedings ................................................7
Item 4.    Submission of Matters to a Vote of Security Holders ..............7

                                    PART II

Item 5.    Market for Common Equity and Related Stockholder Matters .........7
Item 6.    Management's Discussion and Analysis or Plan of Operation ........8
Item 7.    Financial Statements ............................................10
Item 8.    Changes In and Disagreements with Accountants on Accounting
            and Financial Disclosure .......................................10
Item 8a.   Controls and Procedures .........................................10

                                   PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act ..............10
Item 10.   Executive Compensation ..........................................12
Item 11.   Security Ownership of Certain Beneficial Owners and Management ..12
Item 12.   Certain Relationships and Related Transactions ..................13
Item 13.   Exhibits and Reports on Form 8-K ................................13
Item 14.   Principal Accountant Fees and Services ..........................14











<PAGE>

                                    PART I

                          FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 1O-KSB CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING
STATEMENTS THAT INCLUDE THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES" OR
SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED
TO, THOSE ITEMS IDENTIFIED WITH THE ASTERISK (*) SYMBOL. SUCH FORWARD LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS
THATMAY CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. THE READER SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE= OTHER
MATTERS REFERRED TO HEREIN, THE FACTORS SET FORTH UNDER THE CAPTION "RISK
FACTORS". THE COMPANY CAUTIONS THE READER, HOWEVER, THAT THESE FACTORS MAY NOT
BE EXHAUSTIVE.

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

       American Consolidated Mining Co. (the "Company" or "Registrant" or
"ACMI") was incorporated on November 5, 1980 under the name American
Consolidated Mines Co. as a Utah Corporation.  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.

       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 would be transferred to the Company in exchange
for ACMI stock. The stockholders of RMI immediately owned approximately 88% of
the issued and outstanding shares of the Company. The Share Exchange Agreement
closed on September 13, 2002, and the Company name was changed to American
Consolidated Management Group, Inc.

       On July 23, 2002, the Company entered into settlement agreements with
some of the Company's creditors whereby 136,731 shares of the Company's common
stock were issued to creditors of the Company in consideration for the
cancellation of approximately $473,000 in principal and interest owing to these
creditors. The sale of these securities were exempt from registration under
Sections 4(2) and 4(6) of the Securities Act of 1933 and pursuant to
Regulations D as promulgated under the Securities Act of 1933.  The Company did
not use an underwriter in connection with this offering.

       On July 30, 2002, the Company entered into settlement agreements with
the Company's consultants, directors, and employees whereby 662,894 shares of
the Company's common stock were issued to sophisticated and accredited
creditors of the Company in consideration for the cancellation of $2,004,523 in
amounts owing to these creditors for services previously rendered and
recognized in the financial statements. The sale of these securities were
exempt from registration under Sections 4(2) and 4(6) of the Securities Act of
1933 and pursuant to Regulations D as promulgated under the Securities Act of
1933. The Company did not use an underwriter in connection with this offering.

<PAGE>

       In September, 2002, the Company issued 350,000 shares of stock to
William Moeller and 100,000 shares of stock to Scott Moeller as a closing bonus
in recognition of their efforts in consummating the Share Exchange with RMI.
William Moeller is an officer and director of the Company.

       On November 18, 2003, the Company entered into a settlement agreement
with a funding company with which it had a financing contract which it had
assumed from RMI. The funding company is owned by two shareholders of the
Company.  The agreement reduces the related party payable after certain
contingencies are met by $2,750,000, and if all contingencies are met reduces
the payable to $0.

       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.

BUSINESS OF ISSUER

       The Company has no mining or other current business operations. The
Company's business plan is to seek one or more potential business ventures
that, in the opinion of management, may warrant involvement by the Company. The
Company recognizes that because of its limited financial, managerial and other
resources, the type of suitable potential business ventures which may be
available to it will be extremely limited. The Company's principal business
objective will be to seek long-term growth potential in the business venture in
which it participates rather than to seek immediate, short-term earnings. In
seeking to attain the Company's business objective, it will not restrict its
search to any particular business or industry, but may participate in business
ventures of essentially any kind or nature. It is emphasized that the business
objectives discussed are extremely general and are not intended to be
restrictive upon the discretion of management.

       The Company has, as of March 23, 2004, executed an agreement that grants
the Company an exclusive fifty (50) year license in a new technology to
manufacture, produce, and distribute a trade secret technology (the "trade
secret technology") developed, but not yet patented. The company that granted
the license shall retain ownership of the technology; however, the Company
would possess an exclusive license in the United States, Mexico, Central
America, Canada and all countries in the European Union for food products. That
technology bonds the natural nutrients obtained from freeze dried fruits and
vegetables to proteins in other foods and beverages. The technology protects
consumable food products while it extends their longevity. The result is an
increase in the health value of the foods to the consumer.

       The Company believes that with this exclusive license of this trade
secret technology it can seek and obtain financing from capital and credit
sources which will enable it to develop and market this technology to customers
in the food service industry. The Company is currently involved in ongoing
negotiations with several food service providers, as well as capital and credit
sources, and when, and if, certain contingencies are met by the Company, a
contract, or contracts, as well as financing, may follow.

       On March 25, 2004, the Company entered into a final Standby Equity
Distribution Agreement with Cornell Capital Partners, LP, a Delaware Limited
Partnership.  Under the Agreement, and subject to its terms and conditions,
Cornell will purchase from the Company newly issued common shares up to a total
of $10,000,000 in market value over a twenty-four (24) month period, once
certain contingencies under the agreement are met.

<PAGE>

       Also, during the week of March 22, 2004, the Company leased a plant for
the manufacture, development and application of the Trade Secret Technology and
began acquiring manufacturing and laboratory equipment to manufacture, test,
analyze and enhance the technology.

SALES, MARKETING AND DISTRIBUTION

       The Company intends to market the technology to the food and beverage
industry, enabling the nutritional enhancement of literally thousands of
products. There is no guarantee that the Company will be successful in this
venture and its failure could have a material adverse effect on the Company.

GOVERNMENTAL REGULATION AND INDUSTRY STANDARDS

       The Company's products, and contemplated products must comply with a
variety of regulations and standards including regulations and standards set by
the United States Food & Drug Administration and the United States Department
of Agriculture. If the Company enters international markets, the Company will
be required to comply with whatever governmental regulations and industry
standards exist in those markets. Additional legislative or regulatory changes
are possible. A failure by the Company to comply with existing regulations and
standards or to adapt to new regulations and standards could have a material
adverse effect on the Company's business and operating results.

COMPETITION

       The Company believes that it does not currently have any competition
with a product the same as the trade secret technology.

       The Company expects that to the extent the market for any of its
products develops, competition will intensify and new competitors will enter
the market. There can be no assurance that the Company will be able to compete
successfully against existing and new competitors as the market for its
products evolves and the level of competition increases. A failure to compete
successfully against existing and new competitors would have a materially
adverse effect upon its business and results of operations.

EMPLOYEES

       The Company currently has three employees who are management officers
and work for the Company on a part-time basis.  None is under contract.  The
Company has no other employees nor any outstanding employment contracts.  The
Company does have consultant agreements with two individuals who are assisting
the Company in its development stage activities.  The Company has not had
sufficient funds to pay its consultants.  The Company has recently adopted and
approved an equity compensation plan as set forth on Form S-8 filed by the
Company on March 22, 2004. The Company anticipates compensating its consultants
via this plan if revenue is not sufficient to address such compensation.

RISK FACTORS

       An investment in the Company's Common Stock involves risks, and you
should consider these risks before making a decision to invest in the Company's
Common Stock. PROSPECTIVE PURCHASERS OF THE COMPANY'S COMMON STOCK MUST BE
PREPARED FOR THE POSSIBLE LOSS OF THEIR ENTIRE INVESTMENT. The order in which
the following risks factors are presented is arbitrary, and you should not

<PAGE>

conclude, because of the order of presentation, that one risk- factor is more
significant than another risk factor.

THE COMPANY'S INDEPENDENT AUDITORS HAVE INCLUDED A "GOING CONCERN" EMPHASIS OF
A MATTER PARAGRAPH IN THEIR REPORT ON THE COMPANY'S 2003 AUDITED FINANCIAL
STATEMENTS INCLUDED IN THIS ANNUAL REPORT.  BECAUSE OF THE COMPANY'S FINANCIAL
CONDITION AND ITS BUSINESS PLANS, ITS FINANCIAL STATEMENTS DISCLOSE THAT THERE
IS SUBSTANTIAL DOUBT AS TO ITS ABILITY TO CONTINUE AS A GOING CONCERN AND
ACCORDINGLY ITS BUSINESS HAS A HIGH RISK OF FAILURE.

       The Company is currently researching and developing new products and
enhancements to existing products using the trade secret technology. Due to its
present financial condition and its business plan, there is substantial doubt
as to its ability to continue as a going concern. To date, the trade secret
technology product line has not provided significant contributions to its
revenues and initial sales are projected to be highly concentrated in one or
two customers. The success of the Company's business operations will depend
upon its ability to obtain further financing until such time, if ever, as there
is favorable market acceptance for its trade secret technology products. It is
not possible for the Company to predict with assurance the outcome of these
matters. If the Company is unable to obtain further financing for and
profitable operations from its trade secret technology products, then its
business will fail.

THE COMPANY HAS A LIMITED OPERATING HISTORY AND A HISTORY OF LOSSES, MOREOVER,
THERE IS NO ASSURANCE OF FUTURE PROFITABILITY

       The Company commenced operations in July, 2002 and to date is engaged
primarily in research and development. Accordingly, the Company has a limited
operating history, and faces all of the risks and uncertainties encountered by
early-stage companies. For the fiscal years ended December 31, 2003 and 2002,
the Company incurred net losses of $1,500,000 and $2,100,000 respectively. The
Company anticipates having a negative cash flow from operating activities in
future quarters and years. The Company also expects to incur further operating
losses in future quarters and years until such time, if ever, as there is a
substantial increase in orders for its products and product sales generating
sufficient revenue to fund its continuing operations. There can be no assurance
that sales of its products will ever generate significant revenue, that the
Company will ever generate positive cash flow from its operations or that it
will attain or thereafter sustain profitability in any future period.

IF THE COMPANY IS UNABLE TO MARKET ITS TRADE SECRET TECHNOLOGY PRODUCTS AND
ACHIEVE INDUSTRY ACCEPTANCE QUICKLY, IT COULD LOSE EXISTING AND POTENTIAL
CUSTOMERS AND ITS SALES WOULD POTENTIALLY DECREASE

       The Company's trade secret technology products play a significant role
in its plans for future growth.

       The Company needs to market its trade secret technology products on a
timely basis to keep pace with technological developments, emerging industry
standards, and the anticipated needs of its customers. The Company intends to
extend the offerings of its product through the food service industry. However,
it may experience difficulties in marketing these new products, and its
inability to timely and cost-effectively introduce them and future
enhancements, or the failure of these new products or enhancements to achieve
market acceptance, could seriously harm its business. The introduction of
competing products that employ new technologies and emerging industry standards
could render its products and services obsolete and unmarketable or shorten the
life cycles of its products and services. The emergence of new industry
standards might require the Company to redesign its products. If its products
are not in compliance with industry standards that become widespread, the

<PAGE>

Company's customers and potential customers may not purchase its products.

THE COMPANY MAY BE UNABLE TO GENERATE THE CAPITAL NECESSARY TO SUPPORT ITS
PLANNED LEVEL OF RESEARCH AND DEVELOPMENT ACTIVITIES OR TO MANUFACTURE AND
MARKET ITS PRODUCTS

       The trade secret technology will need to attain favorable market
acceptance in order for the Company to be able to continue its research and
development activities and to fund operating expenses at current levels.
Regardless, the success of its business operations will depend upon its ability
to obtain further financing until such time, if ever, as there is favorable
market acceptance for its trade secret technology products. Obtaining
additional financing will be subject to a number of factors including market
conditions, investor acceptance of its business plan, and investor sentiment.
These factors may make the timing, amount, terms and conditions of additional
financing unattractive or unavailable to the Company. If the Company is unable
to raise additional financing, it will have to significantly reduce its
spending, delay or cancel planned activities or substantially change its
current corporate structure. In such an event, the Company intends to implement
expense reduction plans in a timely manner. However, these actions would have
material adverse effects on its business, results of operations, and prospects,
resulting in a possible failure of the Company.

THE COMPANY'S PRODUCTS MAY NOT COMPLY WITH GOVERNMENT REGULATIONS AND INDUSTRY
STANDARDS

       The Company's products must comply with a variety of regulations and
standards. These include regulations and standards set by the United States
Food & Drug Administration and the United States Department of Agriculture. The
trade secret technology and its application to food products have already been
approved by the United States Food and Drug Administration for labeling. If its
business expands into international markets, it will be required to comply with
whatever governmental regulations and industry standards exist in those
markets. Additional legislative or regulatory changes are possible. If it fails
to comply with existing regulations and standards or to adapt to new
regulations and standards, including those imposed by the Sarbanes-Oxley Act of
2002, the business and operating results could be materially adversely
affected.

ITEM 2. DESCRIPTION OF PROPERTY

       The Company's principal executive offices are located at 714 Fairview
Road, Greer, South Carolina 29651. It has not invested in real property at this
time nor does it intend to do so, except for Company facilities such as
manufacturing plant(s), warehouse(s) and office space.

       The Company has, as of March 23, 2004, executed an agreement that grants
the Company an exclusive fifty (50) year license in a new technology to
manufacture, produce, and distribute a trade secret technology developed, but
not yet patented. The company that granted the license shall retain ownership
of the technology; however, the Company would possess an exclusive license in
the United States for food products. That technology bonds the natural
nutrients obtained from freeze dried fruits and vegetables to proteins and
other foods and beverages. The technology protects consumable food products
while it extends their longevity. The result is an increase in the health value
of the foods to the consumer. The Company intends to market the trade secret
technology and its products to the food service industry.

       The Company currently employs three management officers who work for the

<PAGE>

Company on a part time basis. The Company's CEO, President, Vice-President,
Secretary and acting Treasurer and controller spend approximately 5%, 5% and
15% percent of their time, respectively, working for the Company. The Company
has no other employees. The Company presently maintains its business office at
714 Fairview Road, Greer, South Carolina 29651.

ITEM 3. LEGAL PROCEEDINGS

       The Company is named as a Defendant in a lawsuit initiated in the Court
of Common Pleas in Greenville County, South Carolina by JWT Specialized
Communications, Inc. The Company is a party as a result of its acquisition of
Renaissance Man, Inc. ("RMI"), which closed in September, 2002. The suit
alleges that advertising services were performed by JWT for RMI and payment was
not received for the same. The Company has answered the lawsuit and believes
that the damages sought are excessive. The Company is engaged in settlement
negotiations, and local Court rules mandate mediation and/or arbitration which,
the Company is hopeful, will facilitate a cost effective resolution.

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 AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

       The Company's common stock (the "Common Stock") is quoted on the NASD
Over-the-Counter market under the symbol "ACMI." The following table sets forth
the high and low bid information of the Common Stock for the periods indicated
which information was obtained from America Online 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.

<TABLE>
<CAPTION>

     Quarter Ended                                  High           Low
     -------------                                  ----           ---
     2002
     ----
     <S>                                           <C>           <C>
     March 31..............................         $.02          $.01
     June 30...............................         $.03          $.01
     September 30..........................        $3.00         $1.90
     December 31...........................        $3.00         $1.80

     2003
     ----
     March 31..............................        $2.00         $1.60
     June 30...............................        $1.85         $1.80
     September 30..........................        $1.60         $1.50
     December 31...........................         $.80          $.40

</TABLE>
<PAGE>

S-8 SECURITIES

       On March 22, 2004, the Company filed Form S-8 wherein it authorized for
issuance up to 2,500,000 shares of common stock under an equity compensation
plan for professionals, employees and consultants of the Company.  As of March
30, 2004, no shares have been issued to any individual or entity pursuant to
this plan.

HOLDERS

       As of December 31, 2003, there were approximately 2,377 holders of
record of the Company's common stock.

DIVIDENDS

       The Company has not declared any cash dividends within the past three
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.

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.

CRITICAL ACCOUNTING POLICIES

       The Company's accounting policies are discussed in Note 2 to the
Financial Statements. Of these significant accounting policies, the Company
considers its policies regarding the Valuation allowance for Deferred Income
Taxes to the most critical accounting policy due to significance of this amount
and judgment exercised in relation to this estimate. Under SFAS No. 109, the
Company can record a net deferred tax asset on its balance sheet and a net
deferred tax benefit on its income statement related to its net operating
losses if it believes that it is more likely than not that it will be able to
utilize its net operating losses to offset future taxable income utilizing
certain criteria required by SAFS No. 109. If the Company does not believe,
based on the balance of the evidence, that it is more likely than not that it
can fully utilize its net operating losses, it must reduce its deferred tax
asset to the amount that is expected to be realized through future realization
of profits.

       The Company has determined at this time that net operating losses
generated prior to the change in control (in 2002) are unusable by the Company.
The Company also believes it is more likely than not that net operating loss
carry/forwards generated since the change in control will not be able to be
used due to recurrent operating losses and the Company has provided a full
valuation allowance for these amounts.

TAX INFORMATION

       The analysis of available evidence is performed on an ongoing basis.
Adjustments to the valuation allowance are made accordingly. Were the Company
to become profitable before its net operating losses expire or are otherwise
lost, it would be able to utilize them to offset future taxable income,
reducing its income tax expense and increasing its net earnings, and the
Company would be able to record a net deferred tax asset on its balance sheet.
There can be no assurance that the Company will become profitable or that it
will be able to utilize any of its net operating losses. If the Company does
become profitable and utilize its net operating losses, any recordable deferred

<PAGE>

tax asset could be substantially different from the December 31, 2002 and
December 31, 2003 amounts set forth in the following paragraph.

Plan of Operation

       The Company had $1,008 in cash and $7,745,721 in current liabilities as
of December 31, 2003. Working capital (deficit) as of December 31, 2003 was
approximately ($7,700,000) as compared to ($6,200,000) at December 31, 2002 The
Company had no revenues in the past three fiscal years. The Company had a
shareholders' deficit of ($7,700,000) at December 31, 2003 and net losses of
($1,500,000) and ($2,100,000) for the years ended December 31, 2003 and 2002,
respectively.

       The Company has, as of March 23, 2004, executed an agreement that grants
the Company an exclusive fifty (50) year license in a new technology to
manufacture, produce, and distribute a trade secret technology developed, but
not yet patented. The company that granted the license shall retain ownership
of the technology; however, the Company would possess an exclusive license in
the United States for food products. That technology bonds the natural
nutrients obtained from freeze dried fruits and vegetables to proteins and
other foods and beverages. The technology protects consumable food products
while it extends their longevity. The result is an increase in the health value
of the foods to the consumer.

       The Company believes that with this exclusive license of this trade
secret technology it can seek and obtain financing from capital and credit
sources, which will enable it to develop and market this technology to
customers in the food service industry. The Company is currently involved in
ongoing negotiations with several food service providers, as well as capital
and credit sources, and when, and if, certain contingencies are met by the
Company, a contract, or contracts, as well as financing, may follow.

       In order to develop and market the trade secret technology, the Company
will not restrict its search for any specific kind of firms, but may
participate in a venture in its preliminary or development stage, may
participate in a business that is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may participate, in that
the venture may need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. In some instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash
but which desires to establish a public trading market for its common stock.

FORWARD-LOOKING STATEMENTS

       When used in this Form 10-KSB 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."

       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.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

See attached financial statements.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

       Other than as disclosed on Form 8-K filed on October 14, 2003, 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

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
    ------------------------------------------------

       The Company's chief executive officer and its chief financial officer,
after evaluating its "disclosure controls and procedures" (as defined in
Securities Exchange Act of 1934 (the "Exchange Act') Rules 13a-15(e) and 15-d-
15(e)) have concluded that as of the end of the period covered by this Annual
Report on Form 10KSB, its disclosure controls and procedures are effective to
ensure that information the Company is required to disclose in reports that the
Company files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.

(B) CHANGES IN INTERNAL CONTROLS.
    ----------------------------

       There were no changes in the Company's internal controls, its financial
reporting or in other factors that occurred during the period covered by this
Annual Report on Form 10-KSB that could significantly affect its internal
controls over financial reporting, nor were there any significant deficiencies
or material weaknesses in its internal controls over financial reporting. As a
result, no corrective actions were required or undertaken.


                                   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 December 31, 2003:

<TABLE>
<CAPTION>
                                                                        With Company
         Name          Age              Position                            Since
         ----          ---              --------                            -----
<S>                    <C>        <C>                                   <C>

Herschel J. Walker     40         Director, Chief Executive Officer         2001
                                    and President

William D. Moeller     65         Director and Vice President               1981

George E. Mappin       54         Director, Secretary and Acting            2001
                                    Treasurer, Controller and CFO
</TABLE>
<PAGE>
---------------

       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 serving as an officer and
director of RMI and now the Company. 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
Council. Mr. Walker holds no other directorships in reporting companies.

       William D. Moeller. Mr. Moeller has been with the Company since 1981. He
is a director and Vice President of the Company. His principal occupation for
the past five years was acting as the Chief Executive Officer of the Company
prior to the acquisition of RMI in 2002 and president of Clifton Mining
Company. Mr. Moeller spends approximately five percent of his time working for
the Company. Mr. Moeller holds no other directorships in reporting companies.

       George E. Mappin. Mr. Mappin was appointed to the Company's Board in
2001. Mr. Mappin's principal occupation for the past five years 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.

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.

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 the lack of forms provided to the Company, the Company
believes that, other than Messrs. Walker and Mappin who serve as directors of
the Company, none of the Company's executive officers or other directors have
ever filed initial reports of ownership or reports of changes in ownership.

AUDIT COMMITTEE ISSUES

       The Company currently does not have an audit committee.  The entire
Board of Directors functions as the audit committee.  The Company does not have
a financial expert on its audit committee because of the difficulty encountered

<PAGE>

by all small public companies in obtaining outside Board members.  The Company
cannot predict when, if ever, we will be attract a person to the Board of
Directors who is a financial expert.

CODE OF ETHICS

       The Company has not yet adopted a code of ethics which applies to the
Chief Executive Officer, or principal financial and accounting officer or
controller, or persons performing similar functions.  The Company however
intends to adopt during fiscal 2004, but no later than June 30, 2005, a code of
ethics that complies with the applicable guidelines issued by the SEC.

ITEM 10. EXECUTIVE COMPENSATION

       The Company has not had sufficient funds to pay its chief executive
officer nor any other executive officer since it acquired RMI in 2002. The
Company acknowledges that Messrs. Walker and Mappin are to be compensated for
their efforts on behalf of the Company since the acquisition of RMI. To date,
nothing has been paid to either Mr. Mappin or Mr. Walker for this accrued
salary and all executive compensation has been and continues to be suspended.
As of December 31, 2003, no interest had been accrued on the suspended
salaries. The Company does not know when or if it will be in a position to
begin executive compensation or to address suspended compensation.

COMPENSATION OF DIRECTORS

       No cash fees or other consideration was paid to directors of the Company
by the Company for service on the Board during 1994 through the date hereof
because of the lack of funding. No other arrangements have been made with
respect to future compensation. All directors are entitled to reimbursement for
reasonable expenses incurred in the performance of their duties as Board
members.

EMPLOYMENT AGREEMENTS

       The Company does not have employment agreements with any of its officers
or employees. The Company has not had sufficient funds to pay the salaries for
its officers since prior to 1994. As a result, the salary obligations have been
suspended until, and if, the Company has the ability to pay the amounts owed.
At present, no interest has been accrued on the suspended salaries.

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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of December 31,
2003, 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 December 31, 2003, the Company had 11,925,652 shares of common
stock outstanding.

<TABLE>
<CAPTION>
   Name and Address                 Shares Beneficially     Percentage of Shares
of Beneficial Owner(1)                     Owned             Beneficially Owned               Position
----------------------              -------------------     --------------------        ----------------------
<S>                                 <C>                     <C>                         <C>
Herschel J. Walker                      2,069,000                   18%                 Director, CEO
                                                                                        and President

George E. Mappin                        2,069,000                   18%                 Director and Secretary
                                                                                        and acting Treasurer,
                                                                                        Controller and CFO

William D. Moeller                        500,000                    3%                 Director and Vice-
                                                                                        President

Executive Officers and Directors        4,638,000                   39%
as a Group (3 persons)
</TABLE>

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

(1) Except where otherwise indicated, the address of the beneficial owner is
deemed to be the same address as the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       In 2002, the Company assumed a financing agreement with Associated
Receivables Funding, Inc. The principals of Associated Receivables Funding,
Inc. ("A/R") are also shareholders in the Company. Under the terms of the
agreement, A/R agreed to make periodic advances to the Company secured by all
of the accounts receivable of the Company. As of December 31, 2003 the
principal amount of $6,063,656 was owing under the Financing Agreement.
Principal and accrued interest was due at the time the agreement was assumed
and interest and fees have continued to accrue. In exchange for complete
retirement of the Company's debt to A/R, the Company agreed to pay the sum of
$3,000,000 and other assets to A/R, subject to the satisfaction of several
contingencies related to the sale and marketing of the trade secret technology.
The obligations of the Company to A/R must be completed on or before May 31,
2004. This agreement was reached on November 18, 2003. The agreement reduces
the related party payable after certain contingencies are met by $2,750,000.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

       Listed on page 15 hereof.

Reports on Form 8-K

     04-01   Dated March 19, 2004.  Other events include Press Release dated
March 18, 2004

     04-02   Dated March 23, 2004.  Other events include Press Release dated
March 23, 2004

     04-03   Dated March 25, 2004.  Other events include Press Release dated
March 25, 2004

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

       The Company's principal accountants billed the Company as follows to
audit fees and review of quarterly filings for the past two fiscal years:

       2002:  $25,150 by Elliott Davis, LLC
       2003:  $17,500 by Elliott Davis, LLC

       Less than 5% of the hours expended by the Company's auditors on the
audit for the year ended December 31, 2003, were performed by persons other
than Elliott Davis, LLC's permanent full-time employees.

       There was $8,000 paid in tax fees to Elliott Davis, LLC during the year
ended December 31, 2003.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

       The Company does not have an audit committee.  Its engagement of Elliott
Davis, LLC was approved by the 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, 2004                  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, 2004
----------------------------  and Director
Herschel J. Walker


/s/ William D. Moeller        Director and Vice-President       April 13, 2004
----------------------------
William D. Moeller


/s/ George E. Mappin          Director, Secretary and acting    April 13, 2004
----------------------------  Treasurer, Controller and CFO
George E. Mappin


<PAGE>
                                 EXHIBIT INDEX

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

3(i).1              Articles of Incorporation of the Company, dated November 4,
                    1980 (Incorporated by reference to Exhibit 3(i).1 of the
                    Company's Annual Report on Form 10-KSB, dated December 31,
                    2000)

3(i).2              Articles of Amendment, dated November 24, 1980
                    (Incorporated by reference to Exhibit 3(i).2 of the
                    Company's Annual Report on Form 10-KSB, dated December 31,
                    2000)

3(i).3              Articles of Amendment to the Articles of Incorporation,
                    dated July 31, 1986 (Incorporated by reference to Exhibit
                    3(i).3 of the Company's Annual Report on Form 10-KSB, dated
                    December 31, 2000)

3(i).4              Amendment to the Articles of Incorporation, dated May 29,
                    1992 (Incorporated by reference to Exhibit 3(i).4 of the
                    Company's Annual Report on Form 10-KSB, dated December 31,
                    2000)

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

10.1                Agreement and Plan of Share Exchange Between American
                    Consolidated Mining Co. and Renaissance Man, Inc., dated
                    July 2001 (Incorporated by reference to Exhibit 10.1 of the
                    Company's Annual Report on Form 10-KSB, dated December 31,
                    2000)

10.2                Amendment No. 1 to the Agreement and Plan of Share Exchange
                    Between American Consolidated Mining Co. and Renaissance
                    Man, Inc., dated December 21, 2001 (Incorporated by
                    reference to Exhibit 10.2 of the Company's Quarterly Report
                    on Form 10-QSB, dated March 31, 2001)

10.3                2004 Professional Employee Consultant Stock Compensation
                    Plan (incorporated by reference to the Registrant's
                    Registration Statement on Form S-8 (SEC File No. 333-
                    113819))

10.4                Standby Equity Distribution Agreement between the Company
                    and Cornell Capital Partners, LLP dated March 25, 2004

31.1                Certification of Chief Executive Officer pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

31.2                Certification of Chief Financial Officer pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

32.1                Certification of Chief Executive Officer and Chief
                    Financial Officer pursuant to Section 906 of the Sarbanes-
                    Oxley Act of 2002


<PAGE>

                                                                   EXHIBIT 31.1

    CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
                          SARBANES-OXLEY ACT OF 2002

I, Herschel J. Walker, certify that:

1. I have reviewed this annual report on Form 10-KSB of American Consolidated
Management Group, Inc.;

2. Based on, my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, is not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

       a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

       b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and

       c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

       a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

       b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: April 13, 2004                /s/ HERSCHEL J. WALKER
                                 -------------------------------------
                                          Herschel J. Walker
                                 President and Chief Executive Officer

<PAGE>

                                                                   EXHIBIT 31.2

    CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
                          SARBANES-OXLEY ACT OF 2002

I, George E. Mappin, certify that:

1. I have reviewed this annual report on Form 10-KSB of American Consolidated
Management Group, Inc.;

2. Based on, my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, is not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

       a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

       b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and

       c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

       a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

       b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: April 13, 2004
                                       /s/ GEORGE E. MAPPIN
                                 -------------------------------------
                                          George E. Mappin
                                   Acting Chief Financial Officer


<PAGE>

                                                                   EXHIBIT 32.1

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                                  PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       I, Herschel J. Walker, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of American Consolidated Management Group, Inc. on Form 10-KSB
for the fiscal year ended December 31, 2003 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in such Annual Report on Form 10-KSB fairly
presents in all material respects the financial condition and results of
operations of American Consolidated Management Group, Inc.

                                 By: /s/ HERSCHEL J. WALKER
                                     ----------------------------------
                                 Name:  Herschel J. Walker
                                 Title: Chief Executive Officer

       I, George E. Mappin, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Annual Report of American Consolidated Management Group, Inc. on Form 10-KSB
for the fiscal year ended December 31, 2003 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in such Annual Report on Form 10-KSB fairly
presents in all material respects the financial condition and results of
operations of American Consolidated Management Group, Inc.

                                 By: /s/ GEORGE E. MAPPIN
                                     ----------------------------------
                                 Name:  George E. Mappin
                                 Title: Acting Chief Financial Officer

A signed original of this written statement required by Section 906 has been
provided to American Consolidated Management Group, Inc. and will be retained
by American Consolidated Management Group, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.

<PAGE>

                                 EXHIBIT 10.4

                    STANDBY EQUITY DISTRIBUTION AGREEMENT

      AGREEMENT  dated as of the 25 day of March 2004 (the "Agreement") between
CORNELL CAPITAL PARTNERS,  LP, a Delaware limited partnership (the "Investor"),
and AMERICAN CONSOLIDATED MANAGEMENT  GROUP  INC.,  a corporation organized and
existing under the laws of the State of Utah (the "Company").

      WHEREAS,  the  parties desire that, upon the terms  and  subject  to  the
conditions contained herein,  the Company shall issue and sell to the Investor,
from time to time as provided herein,  and the Investor shall purchase from the
Company up to Ten Million Dollars ($10,000,000)  of the Company's common stock,
par value $.01 per share (the "Common Stock"); and

      WHEREAS, such investments will be made in reliance upon the provisions of
Regulation D ("Regulation D") of the Securities Act  of  1933,  as amended, and
the regulations promulgated thereunder (the "Securities Act"), and or upon such
other exemption from the registration requirements of the Securities Act as may
be  available  with  respect  to  any  or  all  of  the investments to be  made
hereunder; and

      WHEREAS, the Company has engaged Newbridge Securities Inc., to act as the
Company's  exclusive  placement  agent  in  connection with  the  sale  of  the
Company's  Common Stock to the Investor hereunder  pursuant  to  the  Placement
Agent Agreement  dated  the date hereof by and among the Company, the Placement
Agent and the Investor (the "Placement Agent Agreement").

      NOW, THEREFORE, the parties hereto agree as follows:


                         ARTICLE I.CERTAIN DEFINITIONS

      Section 1.1 "Advance"  shall  mean  the  portion of the Commitment Amount
requested by the Company in the Advance Notice.

      Section 1.2 "Advance Date" shall mean the date Butler Gonzalez LLP Escrow
Account is in receipt of the funds from the Investor  and  Butler Gonzalez LLP,
as  the Investor's Counsel, is in possession of free trading  shares  from  the
Company and therefore an Advance by the Investor to the Company can be made and
Butler  Gonzalez  LLP  can  release the free trading shares to the Investor. No
Advance Date shall be less than  six  (6)  Trading Days after an Advance Notice
Date.

      Section 1.3 "Advance Notice" shall mean  a written notice to the Investor
setting forth the Advance amount that the Company  requests  from  the Investor
and the Advance Date.

      Section 1.4 "Advance  Notice  Date"  shall  mean  each  date  the Company
delivers  to  the Investor an Advance Notice requiring the Investor to  advance
funds to the Company,  subject  to  the  terms  of  this Agreement.  No Advance

<PAGE>

Notice Date shall be less than five (5) Trading Days  after  the  prior Advance
Notice Date.

      Section 1.5 "Bid  Price" shall mean, on any date, the closing  bid  price
(as reported by Bloomberg  L.P.) of the Common Stock on the Principal Market or
if the Common Stock is not traded  on  a Principal Market, the highest reported
bid price for the Common Stock, as furnished  by  the  National  Association of
Securities Dealers, Inc.

      Section 1.6 "Closing"  shall  mean one of the closings of a purchase  and
sale of Common Stock pursuant to Section 2.3.

      Section 1.7 "Commitment Amount"  shall mean the aggregate amount of up to
Ten Million Dollars ($10,000,000) which  the  Investor has agreed to provide to
the Company in order to purchase the Company's  Common  Stock  pursuant  to the
terms and conditions of this Agreement.

      Section 1.8 "Commitment  Period" shall mean the period commencing on  the
earlier to occur of (i) the Effective  Date,  or  (ii) such earlier date as the
Company and the Investor may mutually agree in writing,  and  expiring  on  the
earliest to occur of (x) the date on which the Investor shall have made payment
of  Advances  pursuant to this Agreement in the aggregate amount of Ten Million
Dollars ($10,000,000),  (y)  the  date this Agreement is terminated pursuant to
Section  2.5,  or (z) the date occurring  twenty-four  (24)  months  after  the
Effective Date.

      Section 1.9 "Common  Stock"  shall  mean  the Company's common stock, par
value $.01 per share.

      Section 1.10"Condition  Satisfaction Date" shall  have  the  meaning  set
forth in Section 7.2.

      Section 1.11"Damages" shall  mean  any  loss,  claim,  damage, liability,
costs and expenses (including, without limitation, reasonable  attorney's  fees
and   disbursements   and   costs   and   expenses   of  expert  witnesses  and
investigation).

      Section 1.12"Effective Date" shall mean the date  on  which the SEC first
declares  effective  a  Registration  Statement registering the resale  of  the
Registrable Securities as set forth in Section 7.2(a).

      Section 1.13"Escrow Agreement" shall  mean the escrow agreement among the
Company, the Investor, and Butler Gonzalez LLP dated the date hereof.

      Section 1.14"Exchange  Act" shall mean the  Securities  Exchange  Act  of
1934, as amended, and the rules and regulations promulgated thereunder.

      Section 1.15"Material  Adverse   Effect"   shall   mean   any  condition,
circumstance,   or  situation  that  would  prohibit  or  otherwise  materially
interfere with the  ability of the Company to enter into and perform any of its
obligations under this  Agreement  or  the Registration Rights Agreement in any
material respect.

                                       2

<PAGE>

      Section 1.16"Market Price" shall mean the lowest VWAP of the Common Stock
during the Pricing Period.

      Section 1.17"Maximum  Advance  Amount"  shall  be  Two  Hundred  Thousand
Dollars ($200,000) per Advance Notice  up to a maximum of Five Hundred Thousand
Dollars ($500,000), in the aggregate, in any thirty-day (30) calendar period.

      Section 1.18"NASD"  shall mean the  National  Association  of  Securities
Dealers, Inc.

      Section 1.19"Person"   shall   mean   an  individual,  a  corporation,  a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

      Section 1.20"Placement Agent" shall mean  Newbridge  Securities  Inc.,  a
registered broker-dealer.

      Section 1.21"Pricing  Period" shall mean the five (5) consecutive Trading
Days after the Advance Notice Date.

      Section 1.22"Principal Market" shall mean the Nasdaq National Market, the
Nasdaq SmallCap Market, the American  Stock Exchange, the OTC Bulletin Board or
the New York Stock Exchange, whichever  is  at  the  time the principal trading
exchange or market for the Common Stock.

      Section 1.23"Purchase Price" shall be set at one  hundred  percent (100%)
of the Market Price during the Pricing Period.

      Section 1.24"Registrable  Securities"  shall  mean  the shares of  Common
Stock to be issued hereunder (i) in respect of which the Registration Statement
has not been declared effective by the SEC, (ii) which have not been sold under
circumstances  meeting  all of the applicable conditions of Rule  144  (or  any
similar provision then in force) under the Securities Act ("Rule 144") or (iii)
which have not been otherwise transferred to a holder who may trade such shares
without restriction under  the  Securities Act, and the Company has delivered a
new certificate or other evidence  of ownership for such securities not bearing
a restrictive legend.

      Section 1.25"Registration Rights  Agreement"  shall mean the Registration
Rights  Agreement  dated  the  date  hereof,  regarding  the   filing   of  the
Registration  Statement  for  the resale of the Registrable Securities, entered
into between the Company and the Investor.

      Section 1.26"Registration  Statement" shall mean a registration statement
on Form S-1 or SB-2 (if use of such  form  is  then  available  to  the Company
pursuant to the rules of the SEC and, if not, on such other form promulgated by
the SEC for which the Company then qualifies and which counsel for the  Company
shall deem appropriate, and which form shall be available for the resale of the
Registrable  Securities  to  be  registered  there under in accordance with the
provisions  of this Agreement and the Registration  Rights  Agreement,  and  in
accordance with  the  intended  method of distribution of such securities), for
the registration of the resale by  the  Investor  of the Registrable Securities
under the Securities Act.

                                       3

<PAGE>

      Section 1.27"Regulation  D"  shall  have the meaning  set  forth  in  the
recitals of this Agreement.

      Section 1.28"SEC" shall mean the Securities and Exchange Commission.

      Section 1.29"Securities Act" shall have  the  meaning  set  forth  in the
recitals of this Agreement.

      Section 1.30"SEC  Documents"  shall  mean  Annual Reports on Form 10-KSB,
Quarterly  Reports on Form 10-QSB, and Current Reports  on  Form  8-K   of  the
Company as supplemented  to  the date hereof, filed by the Company for a period
of at least twelve (12) months  immediately  preceding  the  date hereof or the
Advance Date, as the case may be, until such time as the Company  no longer has
an obligation to maintain the effectiveness of a Registration Statement  as set
forth in the Registration Rights Agreement.

      Section 1.31"Trading  Day"  shall mean any day during which the Principal
Market shall be open for business.

      Section 1.32"VWAP" shall mean  the  volume  weighted average price of the
Company's common stock as quoted by Bloomberg, LP.


                              ARTICLE II.ADVANCES

      Section 2.1 Investments.

            (a)   Advances.   Upon the terms and conditions  set  forth  herein
(including, without limitation,  the  provisions of Article VII hereof), on any
Advance Notice Date the Company may request  an  Advance by the Investor by the
delivery of an Advance Notice.  The number of shares  of  Common Stock that the
Investor  shall receive for each Advance shall be determined  by  dividing  the
amount of the  Advance  by  the  Purchase Price.  No fractional shares shall be
issued. Fractional shares shall be  rounded  to the next higher whole number of
shares.  The aggregate maximum amount of all Advances  that  the Investor shall
be  obligated  to  make  under  this Agreement shall not exceed the  Commitment
Amount.

      Section 2.2 Mechanics.

            (a)   Advance Notice.   At  any  time during the Commitment Period,
the  Company  may deliver an Advance Notice to the  Investor,  subject  to  the
conditions set  forth  in  Section 7.2;  provided, however, the amount for each
Advance as designated by the Company in the  applicable  Advance  Notice, shall
not  be  more  than  the Maximum Advance Amount.  The aggregate amount  of  the
Advances pursuant to this  Agreement  shall  not  exceed the Commitment Amount.
The Company acknowledges that the Investor may sell  shares  of  the  Company's
Common  Stock  corresponding  with  a particular Advance Notice on the day  the
Advance Notice is received by the Investor.   There  will  be a minimum of five
(5) Trading Days between each Advance Notice Date.

                                       4

<PAGE>

            (b)   Date of Delivery of Advance Notice.  An Advance  Notice shall
be  deemed  delivered  on  (i)  the Trading Day it is received by facsimile  or
otherwise by the Investor if such  notice  is  received  prior  to  12:00  noon
Eastern  Time, or (ii) the immediately succeeding Trading Day if it is received
by facsimile  or otherwise after 12:00 noon Eastern Time on a Trading Day or at
any time on a day  which is not a Trading Day.  No Advance Notice may be deemed
delivered, on a day that is not a Trading Day.

            (c)   Pre-Closing Share Credit.  Within two (2) business days after
the Advance Notice Date,  the  Company  shall  credit  shares  of the Company's
Common  Stock  to  the  Investor's  balance  account with The Depository  Trust
Company through its Deposit Withdrawal At Custodian  system, in an amount equal
to the amount of the requested Advance divided by the  closing Bid Price of the
Company's Common Stock as of the Advance Notice Date multiplied  by  one  point
one  (1.1).   Any  adjustments  to  the number of shares to be delivered to the
Investor at the Closing as a result of fluctuations in the closing Bid Price of
the Company's Common Stock shall be made  as  of  the date of the Closing.  Any
excess shares shall be credited to the next Advance.   In  no  event  shall the
number  of  shares  issuable  to the Investor pursuant to an Advance cause  the
Investor  to  own  in excess of nine  and  9/10  percent  (9.9%)  of  the  then
outstanding Common Stock of the Company.

            (d)   Hardship.  (i)In  the  event the Investor sells the Company's
Common Stock pursuant to subsection (c) above  and the Company fails to perform
its obligations as mandated in Section 2.5 and 2.2  (c), and specifically fails
to  provide  the Investor with the shares of Common Stock  for  the  applicable
Advance, the Company  acknowledges  that  the  Investor  shall suffer financial
hardship  and  therefore  shall be liable for any and all losses,  commissions,
fees, or financial hardship  caused  to  the Investor and (ii) In the event the
Investor fails to perform its obligations  hereunder  and  fails to provide the
Company funds pursuant to an Advance Notice the Investor acknowledges  that the
Company shall suffer financial hardship.

      Section 2.3 Closings.   On  each  Advance  Date,  which  shall be six (6)
Trading Days after an Advance Notice Date, (i) the Company shall deliver to the
Investor's Counsel, as defined pursuant to the Escrow Agreement,  shares of the
Company's Common Stock, representing the amount of the Advance by the  Investor
pursuant  to  Section  2.1 herein, registered in the name of the Investor which
shall be delivered to the  Investor, or otherwise in accordance with the Escrow
Agreement and (ii) the Investor  shall  deliver  to  Butler  Gonzalez  LLP (the
"Escrow  Agent")  the amount of the Advance specified in the Advance Notice  by
wire transfer of immediately  available  funds  which shall be delivered to the
Company, or otherwise in accordance with the Escrow Agreement.  In addition, on
or  prior  to  the Advance Date, each of the Company  and  the  Investor  shall
deliver to the other  through the Investor's Counsel all documents, instruments
and writings required to  be  delivered  by  either  of  them  pursuant to this
Agreement  in  order  to  implement  and  effect  the transactions contemplated
herein.  Payment of funds to the Company and delivery  of  the Company's Common
Stock to the Investor shall occur in accordance with the conditions  set  forth
above  and those contained in the Escrow Agreement; provided, however, that  to
the extent  the  Company  has not paid the fees, expenses, and disbursements of
the Investor and the Investor's  counsel  in  accordance with Section 12.4, the
amount  of  such  fees, expenses, and disbursements  may  be  deducted  by  the
Investor (and shall  be  paid  to  the  relevant  party) from the amount of the
Advance with no reduction in the amount of shares of the Company's Common Stock
to be delivered on such Advance Date.

                                       5

<PAGE>

      Section 2.4 Termination of Investment.  The obligation of the Investor to
make  an  Advance  to  the Company pursuant to this Agreement  shall  terminate
permanently (including with  respect  to  an  Advance  Date  that  has  not yet
occurred)  in the event that (i) there shall occur any stop order or suspension
of the effectiveness  of  the  Registration Statement for an aggregate of fifty
(50) Trading Days, other than due  to  the  acts  of  the  Investor, during the
Commitment  Period, and (ii) the Company shall at any time fail  materially  to
comply with the requirements of Article VI and such failure is not cured within
thirty (30) days  after  receipt of written notice from the Investor, provided,
however,  that  this termination  provision  shall  not  apply  to  any  period
commencing upon the  filing  of a post-effective amendment to such Registration
Statement and ending upon the  date  on  which such post effective amendment is
declared effective by the SEC..

      Section 2.5 Agreement to Advance Funds.

            (a)   The Investor agrees to advance  the  amount  specified in the
Advance  Notice  to  the Company after the completion of each of the  following
conditions and the other conditions set forth in this Agreement:

                  (i)   the  execution  and  delivery  by  the Company, and the
Investor, of this Agreement, and the Exhibits hereto;

                   (ii) the Company's Common Stock shall have  been  authorized
for quotation on the National Association of Securities Dealers Inc.'s Over the
Counter Bulletin Board.

                  (iii) Investor's  Counsel  shall have received the shares  of
Common  Stock  applicable  to  the Advance in accordance  with  Section  2.2(c)
hereof;

                  (iv)  the Company's  Registration  Statement  with respect to
the  resale of the Registrable Securities in accordance with the terms  of  the
Registration Rights Agreement shall have been declared effective by the SEC;

                  (v)   the  Company  shall  have obtained all material permits
and qualifications required by any applicable  state  for the offer and sale of
the  Registrable  Securities,  or  shall  have the availability  of  exemptions
therefrom.   The  sale  and  issuance of the Registrable  Securities  shall  be
legally permitted by all laws and regulations to which the Company is subject;

                  (vi)  the Company  shall  have filed with the Commission in a
timely manner all reports, notices and other documents required of a "reporting
company" under the Exchange Act and applicable Commission regulations;

                  (vii) the fees as set forth  in Section 12.4 below shall have
been paid or can be withheld as provided in Section 2.3; and

                  (viii)the conditions set forth in Section 7.2 shall have been
satisfied.

                  (ix)  The  Company shall have provided  to  the  Investor  an
acknowledgement, from ___________________  as  to  its  ability  to provide all
consents required in order to file a registration statement in connection  with
this transaction;

                                       6

<PAGE>

                  (x)   The Company's transfer agent shall be DWAC eligible.

      Section 2.6 Lock Up Period.

                  (i)   During  the  Commitment  Period, the Company shall not,
without five (5) business days prior written notice  to  the Investor, issue or
sell  (i) any Common Stock or Preferred Stock without consideration  or  for  a
consideration per share less than the Bid Price on the date of issuance or (ii)
issue or  sell any warrant, option, right, contract, call, or other security or
instrument  granting  the  holder  thereof  the  right  to acquire Common Stock
without consideration or for a consideration per share less  than the Bid Price
on the date of issuance.

                  (ii)  On the date hereof, the Company shall  obtain from each
officer and director a lock-up agreement, as defined below, in the form annexed
hereto  as  Schedule 2.6  agreeing to only sell in compliance with  the  volume
limitation of Rule 144.


            ARTICLE III.REPRESENTATIONS AND WARRANTIES OF INVESTOR

      Investor hereby represents  and warrants to, and agrees with, the Company
that the following are true and as  of  the  date hereof and as of each Advance
Date:

      Section 3.1 Organization  and  Authorization.    The   Investor  is  duly
incorporated  or  organized  and  validly existing in the jurisdiction  of  its
incorporation or organization and has  all  requisite  power  and  authority to
purchase  and  hold the securities issuable hereunder.  The decision to  invest
and the execution  and  delivery  of  this  Agreement  by  such  Investor,  the
performance  by such Investor of its obligations hereunder and the consummation
by such Investor  of  the  transactions  contemplated  hereby  have  been  duly
authorized  and requires no other proceedings on the part of the Investor.  The
undersigned has  the  right,  power  and  authority to execute and deliver this
Agreement  and  all  other  instruments (including,  without  limitations,  the
Registration Rights Agreement),  on behalf of the Investor.  This Agreement has
been duly executed and delivered by  the  Investor  and, assuming the execution
and delivery hereof and acceptance thereof by the Company,  will constitute the
legal, valid and binding obligations of the Investor, enforceable  against  the
Investor in accordance with its terms.

      Section 3.2 Evaluation  of  Risks.   The  Investor has such knowledge and
experience in financial tax and business matters as to be capable of evaluating
the  merits  and  risks  of, and bearing the economic  risks  entailed  by,  an
investment in the Company  and  of  protecting its interests in connection with
this transaction.  It recognizes that  its investment in the Company involves a
high degree of risk.

      Section 3.3 No Legal Advice From the  Company.  The Investor acknowledges
that  it  had  the opportunity to review this Agreement  and  the  transactions
contemplated by this Agreement with his or its own legal counsel and investment
and tax advisors.   The Investor is relying solely on such counsel and advisors
and not on any statements  or  representations  of  the  Company  or any of its
representatives or agents for legal, tax or investment advice with  respect  to
this  investment,  the  transactions  contemplated  by  this  Agreement  or the
securities laws of any jurisdiction.

                                       7

<PAGE>

      Section 3.4 Investment Purpose. The securities are being purchased by the
Investor  for  its  own  account,  for  investment  and without any view to the
distribution, assignment or resale to others or fractionalization  in  whole or
in  part.   The  Investor  agrees  not  to  assign  or  in any way transfer the
Investor's  rights to the securities or any interest therein  and  acknowledges
that the Company will not recognize any purported assignment or transfer except
in accordance  with  applicable  Federal  and  state securities laws.  No other
person  has  or  will  have  a direct or indirect beneficial  interest  in  the
securities.  The Investor agrees not to sell, hypothecate or otherwise transfer
the Investor's securities unless  the  securities  are registered under Federal
and  applicable  state  securities laws or unless, in the  opinion  of  counsel
satisfactory to the Company, an exemption from such laws is available.

      Section 3.5 Accredited   Investor.    The   Investor  is  an  "Accredited
Investor" as that term is defined in Rule 501(a)(3)  of  Regulation  D  of  the
Securities Act.

      Section 3.6 Information.    The   Investor  and  its  advisors  (and  its
counsel),  if  any, have been furnished with  all  materials  relating  to  the
business, finances  and  operations  of  the  Company and information it deemed
material  to  making an informed investment decision.   The  Investor  and  its
advisors, if any,  have  been  afforded the opportunity to ask questions of the
Company and its management.  Neither such inquiries nor any other due diligence
investigations conducted by such  Investor  or  its  advisors,  if  any, or its
representatives shall modify, amend or affect the Investor's right to  rely  on
the  Company's  representations and warranties contained in this Agreement. The
Investor understands  that  its investment involves a high degree of risk.  The
Investor is in a position regarding  the Company, which, based upon employment,
family relationship or economic bargaining  power,  enabled  and  enables  such
Investor to obtain information from the Company in order to evaluate the merits
and  risks  of this investment.  The Investor has sought such accounting, legal
and tax advice,  as  it has considered necessary to make an informed investment
decision with respect to this transaction.

      Section 3.7 Receipt  of  Documents.  The  Investor  and  its  counsel has
received  and  read  in  their  entirety:   (i) this Agreement and the Exhibits
annexed  hereto;  (ii)  all due diligence and other  information  necessary  to
verify the accuracy and completeness  of  such  representations, warranties and
covenants;  (iii)  the  Company's Form 10-KSB for the  year  ended  year  ended
December 31, 2003 and Form  10-QSB  for the period ended September 30, 2003 and
(iv) answers to all questions the Investor  submitted  to the Company regarding
an investment in the Company; and the Investor has relied  on  the  information
contained  therein  and has not been furnished any other documents, literature,
memorandum or prospectus.

      Section 3.8 Registration  Rights  Agreement  and  Escrow  Agreement.  The
parties  have  entered  into  the Registration Rights Agreement and the  Escrow
Agreement, each dated the date hereof.

      Section 3.9 No General Solicitation.  Neither the Company, nor any of its
affiliates, nor any person acting  on  its  or their behalf, has engaged in any
form  of general solicitation or general advertising  (within  the  meaning  of
Regulation  D under the Securities Act) in connection with the offer or sale of
the shares of Common Stock offered hereby.

                                       8

<PAGE>

      Section 3.10Not  an  Affiliate.  The Investor is not an officer, director
or a person that directly, or  indirectly  through  one or more intermediaries,
controls or is controlled by, or is under common control  with  the  Company or
any  "Affiliate"  of  the  Company (as that term is defined in Rule 405 of  the
Securities Act). Neither the  Investor  nor  its  Affiliates  has an open short
position  in the Common Stock of the Company, and the Investor agrees  that  it
will not, and  that  it  will  cause its Affiliates not to, engage in any short
sales of or hedging transactions  with  respect  to  the Common Stock, provided
that the Company acknowledges and agrees that upon receipt of an Advance Notice
the Investor will sell the Shares to be issued to the  Investor pursuant to the
Advance Notice, even if the Shares have not been delivered to the Investor.

      Section 3.11.Trading Activities.  The Investor's trading  activities with
respect  to  the  Company's  Common  Stock  shall  be  in  compliance with  all
applicable  federal  and state securities laws, rules and regulations  and  the
rules and regulations  of  the  Principal  Market on which the Company's Common
Stock is listed or traded. Neither the Investor  nor its affiliates has an open
short position in the Common Stock of the Company  and,  except  as  set  forth
below,  the  Investor  shall not and will cause its affiliates not to engage in
any short sale as defined  in  any  applicable  SEC  or National Association of
Securities Dealers rules on any hedging transactions with respect to the Common
Stock. Without limiting the foregoing, the Investor agrees not to engage in any
naked  short  transactions  in  excess  of the amount of shares  owned  (or  an
offsetting long position) during the Commitment  Period.  The Investor shall be
entitled to sell Common Stock during the applicable Pricing Period.


           ARTICLE IV.REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Except as stated below, on the disclosure schedules attached hereto or in
the  SEC  Documents  (as  defined  herein),  the Company hereby represents  and
warrants to, and covenants with, the Investor  that  the following are true and
correct as of the date hereof:

      Section 4.1 Organization  and  Qualification.   The   Company   is   duly
incorporated  or  organized  and  validly  existing  in the jurisdiction of its
incorporation  or  organization  and  has  all  requisite power  and  authority
corporate power to own its properties and to carry on its business as now being
conducted.   The  Company  is  duly qualified as a foreign  corporation  to  do
business and is in good standing  in  every jurisdiction in which the nature of
the business conducted by it makes such  qualification necessary, except to the
extent that the failure to be so qualified  or  be  in  good standing would not
have a Material Adverse Effect on the Company taken as a whole.

      Section 4.2 Authorization,    Enforcement,    Compliance    with    Other
Instruments.  (i) The Company has the requisite corporate  power  and authority
to  enter  into  and perform this Agreement, the Registration Rights Agreement,
the Escrow Agreement, the Placement Agent Agreement and any related agreements,
in accordance with  the  terms  hereof  and  thereof,  (ii)  the  execution and
delivery  of  this  Agreement,  the  Registration Rights Agreement, the  Escrow
Agreement, the Placement Agent Agreement  and  any  related  agreements  by the
Company and the consummation by it of the transactions contemplated hereby  and
thereby,  have  been duly authorized by the Company's Board of Directors and no
further consent or  authorization  is  required  by  the  Company, its Board of
Directors  or  its stockholders, (iii) this Agreement, the Registration  Rights
Agreement, the Escrow  Agreement, the Placement Agent Agreement and any related

                                       9

<PAGE>

agreements have been duly  executed  and  delivered  by  the Company, (iv) this
Agreement,  the  Registration  Rights  Agreement,  the  Escrow  Agreement,  the
Placement Agent Agreement and assuming the execution and delivery  thereof  and
acceptance  by the Investor and any related agreements constitute the valid and
binding  obligations   of  the  Company  enforceable  against  the  Company  in
accordance with their terms,  except  as  such enforceability may be limited by
general   principles   of   equity   or  applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting generally, the enforcement of creditors' rights and remedies.

      Section 4.3 Capitalization.   As  of  the  date  hereof,  the  authorized
capital stock of the Company consists of _____________ shares of Common  Stock,
par  value  $.01  per  share  and ___________shares of Preferred Stock of which
___________ shares of Common Stock  and  __________  shares  of Preferred Stock
were issued and outstanding.  All of such outstanding shares have  been validly
issued  and are fully paid and nonassessable.  Except as disclosed in  the  SEC
Documents,  no  shares  of Common Stock are subject to preemptive rights or any
other similar rights or any  liens or encumbrances suffered or permitted by the
Company.  Except as disclosed  in the SEC Documents, as of the date hereof, (i)
there are no outstanding options,  warrants,  scrip,  rights  to  subscribe to,
calls or commitments of any character whatsoever relating to, or securities  or
rights  convertible  into, any shares of capital stock of the Company or any of
its subsidiaries, or contracts,  commitments, understandings or arrangements by
which the Company or any of its subsidiaries  is  or  may become bound to issue
additional shares of capital stock of the Company or any of its subsidiaries or
options, warrants, scrip, rights to subscribe to, calls  or  commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its subsidiaries,  (ii)  there
are  no outstanding debt securities (iii) there are no outstanding registration
statements  other  than  on  Form  S-8  and  (iv)  there  are  no agreements or
arrangements under which the Company or any of its subsidiaries is obligated to
register the sale of any of their securities under the Securities  Act  (except
pursuant to the Registration Rights Agreement).  Other than as disclosed to the
Investor  on  Schedule  4.3,  there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by this Agreement or
any related agreement or the consummation  of the transactions described herein
or therein.  The Company has furnished to the  Investor true and correct copies
of the Company's Certificate of Incorporation, as  amended  and as in effect on
the  date  hereof (the "Certificate of Incorporation"), and the  Company's  By-
laws, as in  effect  on  the  date hereof (the "By-laws"), and the terms of all
securities convertible into or  exercisable  for  Common Stock and the material
rights of the holders thereof in respect thereto.

      Section 4.4 No Conflict.  The execution, delivery and performance of this
Agreement  by  the  Company  and  the  consummation  by  the   Company  of  the
transactions  contemplated  hereby  will not (i) result in a violation  of  the
Certificate  of  Incorporation,  any  certificate   of   designations   of  any
outstanding  series of preferred stock of the Company or By-laws, (ii) conflict
with or constitute a default (or an event which with notice or lapse of time or
both  would  become  a  default)  under,  or  give  to  others  any  rights  of
termination,  amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or instrument to which  the  Company  or any of its subsidiaries is a
party, or result in a violation of any law, rule,  regulation,  order, judgment
or decree (including federal and state securities laws and regulations  and the
rules  and  regulations  of the Principal Market  on which the Common Stock  is
quoted) applicable to the  Company  or  any of its subsidiaries or by which any
material property or asset of the Company  or  any of its subsidiaries is bound

                                       10

<PAGE>

or affected and which would cause a Material Adverse  Effect, (iii) require the
Company to make any change to its certificate of incorporation or by-laws, (iv)
require  the  Company to do business in any jurisdiction  where  it  would  not
otherwise be required  to  qualify, (v) subject the Company to general taxation
in any such jurisdiction, or (vi) require the Company to file a general consent
to service of process in any  such  jurisdiction.    Except as disclosed in the
SEC Documents, neither the Company nor its subsidiaries  is in violation of any
term  of  or in default under its Certificate of Incorporation  or  By-laws  or
their  organizational   charter  or  by-laws,  respectively,  or  any  material
contract, agreement, mortgage,  indebtedness,  indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or
its  subsidiaries.  The business of the Company and  its  subsidiaries  is  not
being  conducted in violation of any material law, ordinance, regulation of any
governmental entity.  Except as specifically contemplated by this Agreement and
as required  under the Securities Act and any applicable state securities laws,
the Company is  not  required to obtain any consent, authorization or order of,
or make any filing or  registration  with,  any court or governmental agency in
order for it to execute, deliver or perform any  of  its  obligations  under or
contemplated  by  this  Agreement  or  the  Registration  Rights  Agreement  in
accordance  with  the  terms  hereof or thereof.  All consents, authorizations,
orders, filings and registrations  which  the  Company  is  required  to obtain
pursuant  to the preceding sentence have been obtained or effected on or  prior
to the date  hereof.   The Company and its subsidiaries are unaware of any fact
or circumstance which might give rise to any of the foregoing.

      Section 4.5 SEC Documents;  Financial  Statements.  Since ______________,
the  Company  has filed all reports, schedules,  forms,  statements  and  other
documents required  to  be  filed by it with the SEC under of the Exchange Act.
The Company has delivered to  the  Investor  or  its  representatives,  or made
available  through  the  SEC's website at http://www.sec.gov, true and complete
copies of the SEC Documents.   As  of  their  respective  dates,  the financial
statements  of  the  Company  disclosed  in  the  SEC Documents (the "Financial
Statements")  complied  as  to  form in all material respects  with  applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto.  Such financial  statements  have  been prepared in accordance
with generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated  in  such  financial
statements  or  the  notes  thereto,  or  (ii) in the case of unaudited interim
statements, to the extent they may exclude  footnotes  or  may  be condensed or
summary statements) and, fairly present in all material respects  the financial
position  of  the  Company  as  of  the  dates  thereof and the results of  its
operations and cash flows for the periods then ended  (subject,  in the case of
unaudited   statements,  to  normal  year-end  audit  adjustments).   No  other
information provided  by  or  on behalf of the Company to the Investor which is
not included in the SEC Documents  contains  any untrue statement of a material
fact  or  omits  to state any material fact necessary  in  order  to  make  the
statements therein,  in  the  light  of the circumstances under which they were
made, not misleading.

                                       11

<PAGE>

      Section 4.6 10b-5.   The  SEC  Documents   do   not  include  any  untrue
statements  of  material  fact,  nor do they omit to state  any  material  fact
required to be stated therein necessary  to  make the statements made, in light
of the circumstances under which they were made, not misleading.

      Section 4.7 No Default.  Except as disclosed  in  the  SEC Documents, the
Company  is  not  in default in the performance or observance of  any  material
obligation, agreement,  covenant  or  condition  contained  in  any  indenture,
mortgage,  deed of trust or other material instrument or agreement to which  it
is a party or  by  which  it  is  or  its  property  is  bound  and neither the
execution, nor the delivery by the Company, nor the performance by  the Company
of  its  obligations under this Agreement or any of the exhibits or attachments
hereto will  conflict  with  or result in the breach or violation of any of the
terms or provisions of, or constitute  a  default  or result in the creation or
imposition  of any lien or charge on any assets or properties  of  the  Company
under  its Certificate  of  Incorporation,  By-Laws,  any  material  indenture,
mortgage,  deed  of trust or other material agreement applicable to the Company
or instrument to which  the  Company is a party or by which it is bound, or any
statute, or any decree, judgment,  order,  rules  or regulation of any court or
governmental  agency  or  body  having jurisdiction over  the  Company  or  its
properties, in each case which default,  lien  or  charge  is likely to cause a
Material Adverse Effect on the Company's business or financial condition.

      Section 4.8 Absence of Events of Default.  Except for  matters  described
in the SEC Documents and/or this Agreement, no Event of Default, as defined  in
the  respective  agreement to which the Company is a party, and no event which,
with the giving of notice or the passage of time or both, would become an Event
of Default (as so  defined), has occurred and is continuing, which would have a
Material Adverse Effect  on  the  Company's  business,  properties,  prospects,
financial condition or results of operations.

      Section 4.9 Intellectual  Property  Rights.  To the best of the Company's
knowledge, the Company owns or possess adequate  rights  or licenses to use all
material  trademarks,  trade names, service marks, service mark  registrations,
service  names,  patents,  patent  rights,  copyrights,  inventions,  licenses,
approvals, governmental  authorizations,  trade secrets and rights necessary to
conduct their respective businesses as now  conducted.    TO  the  best  of the
Company's   knowledge,   the  Company  does  not  have  any  knowledge  of  any
infringement by the Company  or  its  subsidiaries  of  trademark,  trade  name
rights,  patents,  patent  rights,  copyrights,  inventions,  licenses, service
names, service marks, service mark registrations, trade secret or other similar
rights  of  others,  and, to the knowledge of the Company, there is  no  claim,
action or proceeding being  made  or  brought  against,  or  to  the  Company's
knowledge,  being  threatened  against,  the Company regarding trademark, trade
name,  patents, patent rights, invention, copyright,  license,  service  names,
service  marks, service mark registrations, trade secret or other infringement;
and the Company  and its subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.

      Section 4.10Employee Relations.  The Company is not involved in any labor
dispute nor, to the knowledge of the Company or any of its subsidiaries, is any
such dispute threatened.   None  of  the  Company's  employees is a member of a
union and the Company believes that their relations  with  their  employees are
good.

                                       12

<PAGE>

      Section 4.11Environmental  Laws.   The Company is (i) in compliance  with
any and all applicable material foreign, federal,  state  and  local  laws  and
regulations  relating  to  the  protection  of  human  health  and  safety, the
environment   or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants ("Environmental  Laws"),  (ii) have received all permits, licenses
or  other approvals required of them under  applicable  Environmental  Laws  to
conduct  their respective businesses and (iii) are in compliance with all terms
and conditions of any such permit, license or approval.

      Section 4.12Title.  Except as set forth in the SEC Documents, the Company
has good and  marketable  title  to its properties and material assets owned by
it, free and clear of any pledge,  lien,  security interest, encumbrance, claim
or equitable interest other than such as are  not  material  to the business of
the Company.  Any real property and facilities held under lease  by the Company
are  held  by  them  under  valid, subsisting and enforceable leases with  such
exceptions as are not material  and  do  not  interfere  with  the use made and
proposed  to  be  made  of such property and buildings by the Company  and  its
subsidiaries.

      Section 4.13Insurance.   Other  than  as  disclosed in schedule 4.13, the
Company is insured by insurers of recognized financial  responsibility  against
such losses and risks and in such amounts as management of the Company believes
to  be prudent and customary in the businesses in which the Company is engaged.
The Company  has  not been refused any insurance coverage sought or applied for
and nor does the Company have any reason to believe that it will not be able to
renew its existing  insurance  coverage as and when such coverage expires or to
obtain similar coverage from similar  insurers  as may be necessary to continue
its  business  at a cost that would not materially  and  adversely  affect  the
condition, financial  or  otherwise, or the earnings, business or operations of
the Company  taken as a whole.

      Section 4.14Regulatory   Permits.    The  Company  possess  all  material
certificates, authorizations and permits issued  by  the  appropriate  federal,
state  or  foreign regulatory authorities necessary to conduct their respective
businesses,  and  neither  the Company nor any such subsidiary has received any
notice of proceedings relating  to  the  revocation or modification of any such
certificate, authorization or permit.

      Section 4.15Internal  Accounting Controls.   As  other  as  disclosed  in
Schedule 4.15, the Company maintain  a  system  of internal accounting controls
sufficient to provide reasonable assurance that (i)  transactions  are executed
in  accordance  with  management's  general  or  specific authorizations,  (ii)
transactions  are  recorded  as  necessary to permit preparation  of  financial
statements in conformity with generally  accepted  accounting principles and to
maintain  asset accountability, (iii) access to assets  is  permitted  only  in
accordance  with  management's  general  or specific authorization and (iv) the
recorded accountability for assets is compared  with  the  existing  assets  at
reasonable  intervals  and  appropriate  action  is  taken  with respect to any
differences.

      Section 4.16No Material Adverse Breaches, etc.  Except  as  set  forth in
the SEC Documents, neither the Company is subject to any charter, corporate  or
other  legal  restriction,  or  any judgment, decree, order, rule or regulation
which in the judgment of the Company's  officers  has  or  is  expected  in the
future  to  have  a  Material  Adverse  Effect  on  the  business,  properties,
operations,  financial  condition,  results  of operations or prospects of  the
Company or its subsidiaries.  Except as set forth in the SEC Documents, neither

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<PAGE>

the  Company  nor  any of its subsidiaries is in  breach  of  any  contract  or
agreement which breach,  in  the  judgment of the Company's officers, has or is
expected  to  have  a Material Adverse  Effect  on  the  business,  properties,
operations, financial  condition,  results  of  operations  or prospects of the
Company or its subsidiaries.

      Section 4.17Absence  of  Litigation.   Except  as set forth  in  the  SEC
Documents,  there  is  no  action, suit, proceeding, inquiry  or  investigation
before  or  by  any court, public  board,  government  agency,  self-regulatory
organization or body pending against or affecting the Company, the Common Stock
or any of the Company's  subsidiaries,  wherein an unfavorable decision, ruling
or  finding  would  (i)  have a Material Adverse  Effect  on  the  transactions
contemplated hereby (ii) adversely affect the validity or enforceability of, or
the authority or ability of  the Company to perform its obligations under, this
Agreement or any of the documents  contemplated  herein,  or  (iii)  except  as
expressly disclosed in the SEC Documents, have a Material Adverse Effect on the
business,  operations,  properties, financial condition or results of operation
of the Company and its subsidiaries taken as a whole.

      Section 4.18Subsidiaries.   Other  than  as  disclosed  on Schedule 4.18,
except as disclosed in the SEC Documents, the Company does not presently own or
control,  directly  or  indirectly,  any  interest  in  any  other corporation,
partnership, association or other business entity.

      Section 4.19Tax  Status.  Except as disclosed in the SEC  Documents,  the
Company each of its subsidiaries has made or filed all federal and state income
and  all  other  tax  returns,   reports   and  declarations  required  by  any
jurisdiction to which it is subject and (unless and only to the extent that the
Company and each of its subsidiaries has set  aside  on  its  books  provisions
reasonably  adequate  for  the payment of all unpaid and unreported taxes)  has
paid all taxes and other governmental assessments and charges that are material
in  amount,  shown or determined  to  be  due  on  such  returns,  reports  and
declarations,  except  those being contested in good faith and has set aside on
its books provision reasonably  adequate  for  the  payment  of  all  taxes for
periods   subsequent   to  the  periods  to  which  such  returns,  reports  or
declarations apply.  There  are  no unpaid taxes in any material amount claimed
to be due by the taxing authority  of any jurisdiction, and the officers of the
Company know of no basis for any such claim.

      Section 4.20Certain  Transactions.   Except  as  set  forth  in  the  SEC
Documents none of the officers,  directors,  or  employees  of  the  Company is
presently a party to any transaction with the Company (other than for  services
as  employees,  officers  and directors), including any contract, agreement  or
other arrangement providing  for the furnishing of services to or by, providing
for rental of real or personal  property  to  or  from,  or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other  entity  in  which
any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

      Section 4.21Fees  and  Rights  of  First  Refusal.   The  Company  is not
obligated to offer the securities offered hereunder on a right of first refusal
basis  or otherwise to any third parties including, but not limited to, current
or former  shareholders  of the Company, underwriters, brokers, agents or other
third parties.

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<PAGE>

      Section 4.22Use  of  Proceeds.   The  Company  represents  that  the  net
proceeds from this offering will be used for general corporate purposes.

      Section 4.23Further Representation and Warranties of the Company.  For so
long  as  any  securities  issuable  hereunder  held  by  the  Investor  remain
outstanding, the Company acknowledges,  represents, warrants and agrees that it
will maintain the listing of its Common Stock on the Principal Market

      Section 4.24Opinion of Counsel.  Investor shall receive an opinion letter
from ____________________, counsel to the Company on the date hereof.

      Section 4.25Opinion  of  Counsel.   The   Company  will  obtain  for  the
Investor, at the Company's expense, any and all opinions  of  counsel which may
be  reasonably  required  in  order  to sell the securities issuable  hereunder
without restriction.

      Section 4.26Dilution.   The  Company   is  aware  and  acknowledges  that
issuance  of  shares  of the Company's Common Stock  could  cause  dilution  to
existing shareholders and  could  significantly increase the outstanding number
of shares of Common Stock.


                           ARTICLE V.INDEMNIFICATION

      The Investor and the Company  represent  to  the other the following with
respect to itself:

      Section 5.1 Indemnification.

            (a)   In consideration of the Investor's  execution and delivery of
this Agreement, and in addition to all of the Company's other obligations under
this Agreement, the Company shall defend, protect, indemnify  and hold harmless
the  Investor,  and  all  of  its officers, directors, partners, employees  and
agents (including, without limitation,  those  retained  in connection with the
transactions  contemplated  by  this  Agreement) (collectively,  the  "Investor
Indemnitees") from and against any and  all  actions,  causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and  damages,  and expenses
in  connection  therewith (irrespective of whether any such Investor Indemnitee
is a party to the  action  for  which indemnification hereunder is sought), and
including  reasonable  attorneys'  fees  and  disbursements  (the  "Indemnified
Liabilities"), incurred by the Investor  Indemnitees or any of them as a result
of, or arising out of, or relating to (a)  any  misrepresentation  or breach of
any  representation  or warranty made by the Company in this Agreement  or  the
Registration Rights Agreement  or any other certificate, instrument or document
contemplated hereby or thereby,  (b)  any  breach of any covenant, agreement or
obligation  of  the Company contained in this  Agreement  or  the  Registration
Rights Agreement  or any other certificate, instrument or document contemplated
hereby or thereby,  or  (c)  any cause of action, suit or claim brought or made
against such Investor Indemnitee  not  arising out of any action or inaction of
an Investor Indemnitee, and arising out  of  or  resulting  from the execution,
delivery, performance or enforcement of this Agreement or any other instrument,
document  or  agreement  executed  pursuant  hereto  by  any  of  the  Investor
Indemnitees.   To the extent that the foregoing undertaking by the Company  may
be  unenforceable   for   any  reason,  the  Company  shall  make  the  maximum
contribution  to the payment  and  satisfaction  of  each  of  the  Indemnified

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<PAGE>

Liabilities, which is permissible under applicable law.

            (b)   In  consideration  of the Company's execution and delivery of
this Agreement, and in addition to all  of  the  Investor's  other  obligations
under  this  Agreement, the Investor shall defend, protect, indemnify and  hold
harmless  the  Company  and  all  of  its  officers,  directors,  shareholders,
employees  and  agents   (including,  without  limitation,  those  retained  in
connection with the transactions contemplated by this Agreement) (collectively,
the "Company Indemnitees") from and against any and all Indemnified Liabilities
incurred by the Company Indemnitees  or  any of them as a result of, or arising
out  of,  or  relating  to  (a)  any  misrepresentation   or   breach   of  any
representation  or  warranty  made  by  the  Investor  in  this  Agreement, the
Registration  Rights  Agreement,  or  any  instrument  or document contemplated
hereby  or thereby executed by the Investor, (b) any breach  of  any  covenant,
agreement  or  obligation  of the Investor(s) contained in this Agreement,  the
Registration Rights Agreement  or any other certificate, instrument or document
contemplated hereby or thereby executed  by  the  Investor, or (c) any cause of
action, suit or claim brought or made against such  Company Indemnitee based on
misrepresentations or due to a  breach by the Investor  and  arising  out of or
resulting  from  the  execution,  delivery,  performance or enforcement of this
Agreement  or  any other instrument, document or  agreement  executed  pursuant
hereto by any of  the  Company  Indemnitees.   To the extent that the foregoing
undertaking by the Investor may be unenforceable  for  any reason, the Investor
shall make the maximum contribution to the payment and satisfaction  of each of
the Indemnified Liabilities, which is permissible under applicable law.

                  (c)   The  obligations  of  the parties to indemnify or  make
contribution under this Section 5.1 shall survive termination.


                      ARTICLE VI.COVENANTS OF THE COMPANY

      Section 6.1 Registration   Rights.    The   Company   shall   cause   the
Registration  Rights  Agreement  to remain in full force  and  effect  and  the
Company shall comply in all material respects with the terms thereof.

      Section 6.2 Listing  of Common  Stock.   The  Company  shall  obtain  and
maintain  the  Common Stock's  authorization  for  quotation  on  the  National
Association of Securities Dealers Inc.'s Over the Counter Bulletin Board.

      Section 6.3 Exchange Act Registration.  The Company will cause its Common
Stock to continue  to  be  registered  under Section 12(g) of the Exchange Act,
will file in a timely manner all reports  and other documents required of it as
a reporting company under the Exchange Act and will not take any action or file
any document (whether or not permitted by Exchange Act or the rules thereunder)
to  terminate  or suspend such registration or  to  terminate  or  suspend  its
reporting and filing obligations under said Exchange Act.

      Section 6.4 Transfer Agent Instructions.  Not later than two (2) business
days after each  Advance  Notice  Date  and  prior  to  each  Closing  and  the
effectiveness  of  the Registration Statement and resale of the Common Stock by

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<PAGE>

the Investor, the Company  will  deliver  instructions to its transfer agent to
issue shares of Common Stock free of restrictive legends.

      Section 6.5 Corporate  Existence.   The   Company  will  take  all  steps
necessary to preserve and continue the corporate existence of the Company.

      Section 6.6 Notice of Certain Events Affecting  Registration;  Suspension
of Right to Make an Advance.  The Company will immediately notify the  Investor
upon  its  becoming  aware of the occurrence of any of the following events  in
respect of a registration  statement  or  related  prospectus  relating  to  an
offering  of  Registrable Securities: (i) receipt of any request for additional
information by  the  SEC  or  any other Federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments
or supplements to the registration  statement  or  related prospectus; (ii) the
issuance  by  the SEC or any other Federal or state governmental  authority  of
any stop order  suspending  the  effectiveness of the Registration Statement or
the initiation of any proceedings  for  that  purpose;  (iii)  receipt  of  any
notification  with  respect to the suspension of the qualification or exemption
from qualification of  any  of  the  Registrable  Securities  for  sale  in any
jurisdiction  or  the  initiation  or  threatening  of  any proceeding for such
purpose; (iv) the happening of any event that makes any statement  made  in the
Registration  Statement  or related prospectus of any document incorporated  or
deemed to be incorporated  therein  by reference untrue in any material respect
or  that  requires the making of any changes  in  the  Registration  Statement,
related prospectus  or  documents  so  that,  in  the  case of the Registration
Statement, it will not contain any untrue statement of a  material fact or omit
to state any material fact required to be stated therein or  necessary  to make
the  statements  therein  not  misleading,  and that in the case of the related
prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated  therein  or necessary to make
the statements therein, in the light of the circumstances under which they were
made,  not  misleading; and (v) the Company's reasonable determination  that  a
post-effective  amendment  to  the Registration Statement would be appropriate;
and  the  Company  will  promptly make  available  to  the  Investor  any  such
supplement or amendment to  the  related  prospectus.   The  Company  shall not
deliver  to  the Investor any Advance Notice during the continuation of any  of
the foregoing events.

      Section 6.7 Expectations Regarding Advance Notices.  Within ten (10) days
after the commencement  of  each  calendar  quarter occurring subsequent to the
commencement of the Commitment Period, the Company must notify the Investor, in
writing, as to its reasonable expectations as  to  the dollar amount it intends
to raise during such calendar quarter, if any, through  the issuance of Advance
Notices.   Such  notification  shall constitute only the Company's  good  faith
estimate and shall in no way obligate  the Company to raise such amount, or any
amount, or otherwise limit its ability to deliver Advance Notices.  The failure
by the Company to comply with this provision  can  be  cured  by  the Company's
notifying  the  Investor,  in  writing,  at  any  time  as  to  its  reasonable
expectations with respect to the current calendar quarter.

      Section 6.8 Restriction  on Sale of Capital Stock.  During the Commitment
Period, the Company shall not, with five (5) business days prior written notice
to the Investor, issue or sell (i)  any Common Stock or Preferred Stock without
consideration or for a consideration  per  share less than the bid price of the
Common Stock determined immediately prior to  its  issuance, (ii) issue or sell
any Preferred Stock warrant, option, right, contract,  call,  or other security

                                       17

<PAGE>

or  instrument  granting the holder thereof the right to acquire  Common  Stock
without consideration  or  for  a consideration per share less than such Common
Stock's  Bid Price determined immediately  prior  to  its  issuance,  or  (iii)
without thirty  (30 calendar days prior written notice to the Investor file any
registration statement on Form S-8.

      Section 6.9 Consolidation;  Merger.   The  Company shall not, at any time
after the date hereof, effect any merger or consolidation  of  the Company with
or into, or a transfer of all or substantially all the assets of the Company to
another  entity  (a  "Consolidation  Event") unless the resulting successor  or
acquiring  entity  (if  not the Company)  assumes  by  written  instrument  the
obligation to deliver to the Investor such shares of stock and/or securities as
the Investor is entitled to receive pursuant to this Agreement.

      Section 6.10Issuance  of  the  Company's  Common  Stock.  The sale of the
shares  of  Common  Stock shall be made in accordance with the  provisions  and
requirements of Regulation D and any applicable state securities law.


         ARTICLE VII.CONDITIONS FOR ADVANCE AND CONDITIONS TO CLOSING

      Section 7.1 Conditions  Precedent to the Obligations of the Company.  The
obligation hereunder of the Company  to  issue  and  sell  the shares of Common
Stock to the Investor incident to each Closing is subject to  the satisfaction,
or  waiver  by  the  Company,  at or before each such Closing, of each  of  the
conditions set forth below.

            (a)   Accuracy of the  Investor's  Representations  and Warranties.
The representations and warranties of the Investor shall be true and correct in
all material respects.

            (b)   Performance  by  the  Investor.   The  Investor  shall   have
performed,   satisfied  and  complied  in  all  respects  with  all  covenants,
agreements and  conditions  required  by  this  Agreement  and the Registration
Rights Agreement to be performed, satisfied or complied with by the Investor at
or prior to such Closing.

      Section 7.2 Conditions Precedent to the Right of the Company  to  Deliver
an  Advance  Notice  and  the  Obligation of the Investor to Purchase Shares of
Common Stock.  The right of the  Company  to  deliver an Advance Notice and the
obligation of the Investor hereunder to acquire  and  pay  for  shares  of  the
Company's  Common  Stock incident to a Closing is subject to the fulfillment by
the Company, on (i)  the  date  of delivery of such Advance Notice and (ii) the
applicable Advance Date (each a "Condition  Satisfaction Date"), of each of the
following conditions:

            (a)   Listing of the Company's Common Stock.The   Company's  Common
Stock shall have been authorized for quotation on the National  Association  of
Securities Dealers Inc.'s Over the Counter Bulletin Board.

            (b)   Registration  of  the Common Stock with the SEC.  The Company
shall have filed with the SEC a Registration  Statement  with  respect  to  the
resale  of  the  Registrable  Securities  in  accordance  with the terms of the

                                       18

<PAGE>

Registration  Rights  Agreement.   As  set  forth  in  the Registration  Rights
Agreement,  the Registration Statement shall have previously  become  effective
and shall remain  effective on each Condition Satisfaction Date and (i) neither
the Company nor the Investor shall have received notice that the SEC has issued
or intends to issue  a stop order with respect to the Registration Statement or
that the SEC otherwise  has  suspended  or  withdrawn  the effectiveness of the
Registration Statement, either temporarily or permanently,  or  intends  or has
threatened  to  do  so  (unless  the SEC's concerns have been addressed and the
Investor is reasonably satisfied that  the  SEC  no  longer  is  considering or
intends  to  take  such  action),  and (ii) no other suspension of the  use  or
withdrawal  of  the  effectiveness of the  Registration  Statement  or  related
prospectus shall exist.   The  Registration  Statement  must have been declared
effective by the SEC prior to the first Advance Notice Date.

            (c)   Authority.  The Company shall have obtained  all  permits and
qualifications  required  by  any  applicable  state  in  accordance  with  the
Registration  Rights  Agreement  for the offer and sale of the shares of Common
Stock, or shall have the availability  of  exemptions  therefrom.  The sale and
issuance of the shares of Common Stock shall be legally  permitted  by all laws
and regulations to which the Company is subject.

            (d)   Fundamental  Changes.  There  shall not exist any fundamental
changes to the information set forth in the Registration  Statement which would
require  the  Company  to  file a post-effective amendment to the  Registration
Statement.

            (e)   Performance   by   the   Company.   The  Company  shall  have
performed, satisfied and complied in all material  respects with all covenants,
agreements  and  conditions  required  by  this Agreement  (including,  without
limitation,   the  conditions  specified  in  Section 2.5   hereof)   and   the
Registration Rights  Agreement  to  be performed, satisfied or complied with by
the Company at or prior to each Condition Satisfaction Date.

            (f)   No  Injunction.   No  statute,  rule,  regulation,  executive
order,  decree,  ruling  or  injunction  shall   have  been  enacted,  entered,
promulgated  or endorsed by any court or governmental  authority  of  competent
jurisdiction that  prohibits  or  directly  and  adversely  affects  any of the
transactions contemplated by this Agreement, and no proceeding shall have  been
commenced that may have the effect of prohibiting or adversely affecting any of
the transactions contemplated by this Agreement.

            (g)   No  Suspension  of  Trading  in or Delisting of Common Stock.
The trading of the Common Stock is not suspended  by  the  SEC or the Principal
Market (if the Common Stock is traded on a Principal Market).   The issuance of
shares  of Common Stock with respect to the applicable Closing, if  any,  shall
not violate  the  shareholder approval requirements of the Principal Market (if
the Common Stock is  traded on a Principal Market).  The Company shall not have
received any notice threatening  the  continued  listing of the Common Stock on
the Principal Market (if the Common Stock is traded on a Principal Market).

            (h)   Maximum Advance Amount.  The amount of the Advances requested
by  the  Company in any thirty (30) day period shall  not  exceed  the  Maximum
Advance Amount.   In  addition, in no event shall the number of shares issuable
to the Investor pursuant  to  an Advance cause the Investor to own in excess of

                                       19

<PAGE>

nine and 9/10 percent (9.9%) of  the  then  outstanding  Common  Stock  of  the
Company.

            (i)   No  Knowledge.   The  Company  has  no knowledge of any event
which  would  be  more  likely  than  not to have the effect  of  causing  such
Registration Statement to be suspended or otherwise ineffective.

            (j)   Other.  On each Condition  Satisfaction  Date,  the  Investor
shall  have  received the certificate executed by an officer of the Company  in
the form of Exhibit A attached hereto.


  ARTICLE VIII.DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

      Section 8.1 Due   Diligence   Review.    Prior   to  the  filing  of  the
Registration  Statement  the Company shall make available  for  inspection  and
review by the Investor, advisors  to  and  representatives of the Investor, any
underwriter participating in any disposition  of  the Registrable Securities on
behalf  of  the  Investor  pursuant  to the Registration  Statement,  any  such
registration statement or amendment or supplement thereto or any blue sky, NASD
or other filing, all financial and other  records,  all SEC Documents and other
filings with the SEC, and all other corporate documents  and  properties of the
Company  as  may  be reasonably necessary for the purpose of such  review,  and
cause the Company's  officers,  directors  and  employees  to  supply  all such
information  reasonably  requested  by the Investor or any such representative,
advisor  or  underwriter  in  connection   with   such  Registration  Statement
(including,  without  limitation,  in  response  to  all  questions  and  other
inquiries reasonably made or submitted by any of them),  prior to and from time
to  time after the filing and effectiveness of the Registration  Statement  for
the sole  purpose  of  enabling the Investor and such representatives, advisors
and underwriters and their  respective  accountants  and  attorneys  to conduct
initial and ongoing due diligence with respect to the Company and the  accuracy
of the Registration Statement.

      Section 8.2 Non-Disclosure of Non-Public Information.

            (a)   The Company shall not disclose non-public information  to the
Investor,  advisors  to  or  representatives  of  the  Investor unless prior to
disclosure of such information the Company identifies such information as being
non-public   information   and   provides  the  Investor,  such  advisors   and
representatives with the opportunity  to  accept  or refuse to accept such non-
public information for review.  The Company may, as  a  condition to disclosing
any  non-public  information  hereunder,  require the Investor's  advisors  and
representatives to enter into a confidentiality  agreement  in  form reasonably
satisfactory to the Company and the Investor.

            (b)   Nothing  herein  shall  require the Company to disclose  non-
public information to the Investor or its advisors  or representatives, and the
Company represents that it does not disseminate non-public  information  to any
investors  who  purchase  stock  in  the Company in a public offering, to money
managers  or to securities analysts, provided,  however,  that  notwithstanding
anything herein  to  the  contrary,  the Company will, as hereinabove provided,
immediately notify the advisors and representatives  of  the  Investor  and, if
any,  underwriters,  of any event or the existence of any circumstance (without
any obligation to disclose  the  specific  event  or  circumstance) of which it

                                       20

<PAGE>

becomes aware, constituting non-public information (whether or not requested of
the Company specifically or generally during the course  of  due  diligence  by
such  persons  or entities), which, if not disclosed in the prospectus included
in the Registration Statement would cause such prospectus to include a material
misstatement or  to omit a material fact required to be stated therein in order
to make the statements,  therein,  in  light of the circumstances in which they
were made, not misleading.  Nothing contained  in  this  Section  8.2  shall be
construed  to  mean  that  such  persons  or  entities  other than the Investor
(without  the  written  consent  of  the Investor prior to disclosure  of  such
information) may not obtain non-public  information in the course of conducting
due diligence in accordance with the terms of this Agreement and nothing herein
shall prevent any such persons or entities  from notifying the Company of their
opinion that based on such due diligence by such  persons or entities, that the
Registration Statement contains an untrue statement of material fact or omits a
material fact required to be stated in the Registration  Statement or necessary
to  make  the  statements contained therein, in light of the  circumstances  in
which they were made, not misleading.


                     ARTICLE IX.CHOICE OF LAW/JURISDICTION

      Section 9.1 Governing  Law.   This  Agreement  shall  be  governed by and
interpreted in accordance with the laws of the State of Utah without  regard to
the principles of conflict of laws.  The parties further agree that any  action
between them shall be heard in Hudson County, New Jersey, and expressly consent
to  the jurisdiction and venue of the Superior Court of New Jersey, sitting  in
Hudson  County,  New Jersey and the United States District Court of New Jersey,
sitting in Newark,  New  Jersey,  for  the  adjudication  of  any  civil action
asserted pursuant to this paragraph.  EACH PARTY HEREBY IRREVOCABLY  WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF  ANY  DISPUTE  HEREUNDER  OR  IN  CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


                       ARTICLE X.ASSIGNMENT/TERMINATION

      Section 10.1Assignment.  Neither  this  Agreement  nor  any rights of the
Company hereunder may be assigned to any other Person.

      Section 10.2Termination.   The  obligations  of  the  Investor   to  make
Advances under Article II hereof shall terminate twenty-four (24) months  after
the Effective Date.


                              ARTICLE XI.NOTICES

      Section 11.1Notices.    Any   notices,   consents,   waivers,   or  other
communications  required  or  permitted  to  be  given  under the terms of this
Agreement must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon receipt, when  sent by facsimile,
provided  a  copy  is mailed by U.S. certified mail, return receipt  requested;
(iii) three (3) days  after  being  sent by U.S. certified mail, return receipt
requested,  or (iv) one (1) day after  deposit  with  a  nationally  recognized

                                       21

<PAGE>

overnight delivery  service,  in  each  case properly addressed to the party to
receive the same.  The addresses and facsimile  numbers for such communications
shall be:

<TABLE>
<CAPTION>
If to the Company, to: American Consolidated Management Group Inc.
<S>                    <C>
                       70 West Canyon Crest Rd - Suite D
                       Alpine, UT 84004
                       Attention:
                       Telephone:
                       Facsimile:

With a copy to:


                       Attention:
                       Telephone:
                       Facsimile:

If to the Investor(s): Cornell Capital Partners, LP
                       101 Hudson Street -Suite 3606
                       Jersey City, NJ 07302
                       Attention:  Mark Angelo
                                   Portfolio Manager
                       Telephone:  (201) 985-8300
                       Facsimile:  (201) 985-8266

With a Copy to:        Butler Gonzalez LLP
                       1416 Morris Avenue - Suite 207
                       Union, NJ 07083
                       Attention:  David Gonzalez, Esq.
                       Telephone:  (908) 810-8588
                       Facsimile:  (908) 810-0973
</TABLE>

Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.


                           ARTICLE XII.MISCELLANEOUS

      Section 12.1Counterparts.   This Agreement may be executed in two or more
identical  counterparts,  all of which shall be considered  one  and  the  same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the  other  party.   In  the event any signature page is
delivered by facsimile transmission, the party using  such  means  of  delivery
shall  cause  four  (4)  additional  original  executed  signature  pages to be
physically  delivered  to the other party within five (5) days of the execution
and delivery hereof, though failure to deliver such copies shall not affect the
validity of this Agreement.

                                       22

<PAGE>

      Section 12.2Entire  Agreement; Amendments.  This Agreement supersedes all
other prior oral or written agreements between the Investor, the Company, their
affiliates and persons acting  on  their  behalf  with  respect  to the matters
discussed  herein,  and  this  Agreement and the instruments referenced  herein
contain the entire understanding  of  the  parties  with respect to the matters
covered  herein and therein and, except as specifically  set  forth  herein  or
therein, neither  the  Company  nor  the  Investor  makes  any  representation,
warranty, covenant or undertaking with respect to such matters.   No  provision
of  this  Agreement  may  be  waived or amended other than by an instrument  in
writing signed by the party to be charged with enforcement.

      Section 12.3Reporting Entity  for the Common Stock.  The reporting entity
relied upon for the determination of the trading price or trading volume of the
Common Stock on any given Trading Day  for the purposes of this Agreement shall
be Bloomberg, L.P. or any successor thereto.  The written mutual consent of the
Investor  and  the Company shall be required  to  employ  any  other  reporting
entity.

      Section 12.4Fees  and  Expenses.   The  Company  hereby agrees to pay the
following fees:

            (a)   Legal Fees.  Each of the parties shall  pay  its own fees and
expenses  (including  the  fees  of  any attorneys, accountants, appraisers  or
others  engaged  by  such party) in connection  with  this  Agreement  and  the
transactions contemplated  hereby,  except  that  upon  the  execution  of this
Agreement  the  Company  will  pay  Ten  Thousand  Dollars  ($10,000) to Butler
Gonzalez LLP for legal, administrative, and escrow fees.  Subsequently  on each
advance date, the Company will pay Butler Gonzalez LLP, the sum of Five Hundred
Dollars   ($500)  for  legal,  administrative  and escrow fees directly out the
proceeds of any Advances hereunder.

            (b)   Commitment Fees.

                  (i)   On  each Advance Date the  Company  shall  pay  to  the
Investor, directly from the gross  proceeds  held in escrow, an amount equal to
five percent (5%) of the amount of each Advance.   The  Company  hereby  agrees
that if such payment, as is described above, is not made by the Company on  the
Advance  Date,  such  payment  will be made at the direction of the Investor as
outlined and mandated by Section 2.3 of this Agreement.

                  (ii)  Upon the  execution of this Agreement the Company shall
pay to the Investor One Hundred Ninety  Five  Thousand  (195,000) shares of the
Company's Common Stock . (the "Investor's Shares").

                  (iii) Fully Earned.  The Investor's Shares   shall  be deemed
fully earned as of the date hereof.

                  (iv)  Registration  Rights.  The Investor's Shares will  have
"piggy-back" registration rights.

                  (vi)  Due  Diligence  Fee.   The  Company  has  paid  to  the
Investor  a  non-refundable due diligence fee  of  Two  Thousand  Five  Hundred
Dollars ($2,500)  to  defray  the  costs  of  performing  due  diligence on the
Company.

                                       23

<PAGE>

      Section 12.5Brokerage.  Each of the parties hereto represents that it has
had no dealings in connection with this transaction with any finder  or  broker
who  will  demand  payment  of any fee or commission from the other party.  The
Company  on the one hand, and  the  Investor,  on  the  other  hand,  agree  to
indemnify  the  other  against  and  hold  the  other harmless from any and all
liabilities to any person claiming brokerage commissions  or  finder's  fees on
account  of  services  purported  to  have  been  rendered  on  behalf  of  the
indemnifying  party  in  connection  with  this  Agreement  or the transactions
contemplated hereby.

      Section 12.6Confidentiality.    If   for   any  reason  the  transactions
contemplated by this Agreement are not consummated,  each of the parties hereto
shall keep confidential any information obtained from  any  other party (except
information  publicly  available or in such party's domain prior  to  the  date
hereof, and except as required by court order) and shall promptly return to the
other parties all schedules,  documents,  instruments,  work  papers  or  other
written  information without retaining copies thereof, previously furnished  by
it as a result of this Agreement or in connection herein.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









                                       24

<PAGE>

      IN WITNESS  WHEREOF,  the  parties hereto have caused this Standby Equity
Distribution  Agreement  to be executed  by  the  undersigned,  thereunto  duly
authorized, as of the date first set forth above.


                                    COMPANY:
                                    AMERICAN CONSOLIDATED MANAGEMENT
                                    GROUP INC.

                                    By:   /s/ Herschel J. Walker
                                    --------------------------------------
                                    Name: Herschel J. Walker
                                    Title: Chairman


                                    INVESTOR:
                                    CORNELL CAPITAL PARTNERS, LP

                                    By:   Yorkville Advisors, LLC
                                    Its:  General Partner

                                    By:   /s/ Mark Angelo
                                    --------------------------------------
                                    Name: Mark Angelo
                                    Title: Portfolio Manager










                                       25

<PAGE>






               AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.

                      REPORT ON FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002





<PAGE>


                AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.


                             TABLE OF CONTENTS


                                                                         PAGE
                                                                         -----
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                        F-1

FINANCIAL STATEMENTS
 Balance sheets                                                           F-2
 Statements of operations                                                 F-3
 Statements of shareholders' deficit                                      F-4
 Statements of cash flows                                                 F-5

NOTES TO FINANCIAL STATEMENTS                                      F-6 - F-13


<PAGE>


             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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, 2003 and 2002, and the related
statements of operations, shareholders' deficit, and cash flows for the years
then  ended.  These  financial  statements  are  the  responsibility  of  the
Company's management. Our responsibility  is  to  express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance with auditing  standards generally
accepted  in  the United States of America. 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, 2003 and 2002, and the
results  of  its  operations  and its cash flows for the years then ended  in
conformity with accounting principles generally accepted in the United States
of America.

     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,  2003,  the
Company has a working capital  deficiency  of  $7.7  million, a shareholders'
deficit  of  $7.7  million,  and  incurred  a  loss  of  $1.5 million.  These
conditions raise substantial doubt about its ability to continue  as  a going
concern.  Management's  plans  regarding those matters also are described  in
Note 3.  The financial statements  do  not include any adjustments that might
result from the outcome of this uncertainty.




Greenville, South Carolina
March 19, 2004

<PAGE>
<TABLE>
<CAPTION>
                           AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                                          BALANCE SHEETS


                                                                           DECEMBER 31,
                                                                 ---------------------------------
                                                                      2003              2002
                                                                 ---------------   ---------------
<S>                                                              <C>               <C>
                                              ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                   $         1,008   $         1,008


OTHER ASSETS
     Note receivable                                                           -            15,000
                                                                 ---------------   ---------------
                                                                 $         1,008   $        16,008
                                                                 ===============   ===============


                              LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Payables and accrued expenses                               $       333,486   $       279,427
     Related party payables                                            7,347,235         5,905,735
     Other                                                                65,000            65,000
                                                                 ---------------   ---------------
                            Total current liabilities                  7,745,721         6,250,162
                                                                 ---------------   ---------------

COMMITMENTS AND CONTINGENCIES - Notes 3, 8 and 11

SHAREHOLDERS' DEFICIT
     Common stock, $.01 par value, 70,000,000 shares
       authorized; 11,925,653 issued and outstanding                     119,257           119,257
     Capital in excess of par value                                    1,212,454         1,212,454
     Accumulated deficit                                              (9,076,424)       (7,565,865)
                                                                 ---------------   ---------------
                            Total shareholders' deficit               (7,744,713)       (6,234,154)
                                                                 ---------------   ---------------
                                                                 $         1,008   $        16,008
                                                                 ===============   ===============
</TABLE>









  The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>
                                  AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                                            STATEMENTS OF OPERATIONS


                                                                               FOR THE YEARS ENDED
                                                                                   DECEMBER 31,
                                                                       -----------------------------------
                                                                             2003               2002
                                                                       ----------------   ----------------
<S>                                                                    <C>                <C>
REVENUE                                                                $              -   $             47

GENERAL AND ADMINISTRATIVE EXPENSES                                              65,449            269,660
                                                                       ----------------   ----------------
                          Loss from operations                                  (65,449)          (269,613)
                                                                       ----------------   ----------------

OTHER INCOME (EXPENSES)
        Interest income                                                               -                 56
        Interest expense                                                     (1,430,110)          (518,970)
        Write off of note receivable                                            (15,000)                 -
        Compensation expense                                                          -         (1,012,500)
        Gain on sale of marketable securities                                         -             41,158
        Gain on extinguishment of debt                                                -            294,028
        Impairment loss on intangibles                                                -           (619,259)
        Loss on disposal of property and equipment                                    -               (905)
                                                                       ----------------   ----------------
                                                                             (1,445,110)        (1,816,392)
                                                                       ----------------   ----------------
                          Loss before provision for income taxes             (1,510,559)        (2,086,005)

PROVISION FOR INCOME TAXES                                                            -                  -
                                                                       ----------------   ----------------
                          Net loss                                     $     (1,510,559)  $     (2,086,005)
                                                                       ================   ================

LOSS PER SHARE, basic                                                  $          (0.13)  $          (0.19)
                                                                       ================   ================

WEIGHTED AVERAGE SHARES - basic and diluted                                  11,925,653         11,075,840
                                                                       ================   ================
</TABLE>





  The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>
                                          AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                                               STATEMENTS OF SHAREHOLDERS' DEFICIT
                                         FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                          ACCUMULATED
                                   COMMON STOCK            CAPITAL IN        OTHER
                           ----------------------------    EXCESS OF     COMPREHENSIVE    ACCUMULATED
                               SHARES        AMOUNT        PAR VALUE        INCOME          DEFICIT          TOTAL
                           -------------  -------------   -----------    -------------    ------------    ------------
<S>                        <C>            <C>             <C>            <C>              <C>             <C>
BALANCE, DECEMBER 31,
 2001                         69,998,900  $     699,990   $ 7,323,739    $      10,268    $(10,595,048)   $ (2,561,051)

  Reverse stock split
    (100 to 1)               (69,298,525)      (692,986)      692,986                -               -               -
  Shares issued
    for cancellation
    debt                         136,731          1,367       471,613                -               -         472,980
  Shares issued for
    services rendered            662,894          6,629     1,997,894                -               -       2,004,523
  To eliminate equity
    of ACMG in share
    exchange agreement                 -              -   (10,486,232)               -      10,486,232               -
  To record issuance
    of stock and
    recording of RMI
    equity in share
    exchange agreement         9,975,653         99,757       204,454                -      (5,371,044)     (5,066,833)
  Shares issued for
    compensation in
    share exchange
    agreement                    450,000          4,500     1,008,000                -               -       1,012,500
                                                                                                           -----------
Comprehensive loss:
    Net loss                           -              -             -                -      (2,086,005)     (2,086,005)
    Unrealized holding
    gain on investments                -              -             -           16,896               -          16,896
    Reclassification
     adjustment on
     unrealized holding
     gain                              -              -             -          (27,164)              -         (27,164)
                                                                                                           -----------
    Total comprehensive loss                                                                                (2,096,273)
                           -------------  -------------   -----------    -------------    ------------    ------------
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)
                           =============  =============   ===========    =============    ============    ============
</TABLE>







  The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                            AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                                      STATEMENTS OF CASH FLOWS


                                                                    FOR THE YEARS ENDED
                                                                        DECEMBER 31,
                                                            ------------------------------------
                                                                 2003                  2002
                                                            --------------        --------------
<S>                                                         <C>                   <C>
OPERATING ACTIVITIES
    Net loss                                                $  (1,510,559)        $  (2,086,005)
        Adjustments to reconcile net loss to net
            cash used for operating activities
        Write off of note receivable                               15,000                     -
        Depreciation and amortization                                   -                25,704
        Gain on disposal of marketable securities                       -               (41,158)
        Gain on extinguishment of debt                                  -              (294,028)
        Impairment loss on intangibles                                  -               619,259
        Loss on disposal of property and equipment                      -                   905
        Increase in
            Payables and accrued expenses                          54,059               403,504
                                                            --------------        --------------
                Net cash used for operating activities         (1,441,500)           (1,371,819)
                                                            --------------        --------------

INVESTING ACTIVITIES
    Proceeds from sale of marketable securities                         -                47,830
    Assumption of cash in share exchange agreement                      -                 1,000
                                                            --------------        --------------
                Net cash provided by investing activities               -                48,830
                                                            --------------        --------------

FINANCING ACTIVITIES
    Net proceeds from related party payables                    1,441,500             1,323,015
                                                            --------------        --------------
                Net increase in cash and cash equivalents               -                    26

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                        1,008                   982
                                                            --------------        --------------

CASH AND CASH EQUIVALENTS, END OF YEAR                      $       1,008         $       1,008
                                                            ==============        ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
    Net change in accumulated other comprehensive income    $           -         $      10,268
                                                            ==============        ==============
    Issuance of stock for reduction in debt                 $           -         $     472,980
                                                            ==============        ==============
    Issuance of stock for services rendered                 $           -         $   2,004,523
                                                            ==============        ==============
    Issuance of stock for compensation on share
        exchange agreement                                  $           -         $   1,012,500
                                                            ==============        ==============
CASH PAID FOR:
    Interest                                                $           -         $           -
                                                            ==============        ==============
    Income taxes                                            $           -         $           -
                                                            ==============        ==============
</TABLE>


  The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>

                AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
                        NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

  ORGANIZATION
   Effective September 13, 2002, as a result  of  a  share exchange agreement
   entered  into  in  July  2001  between  Renassiance  Man,  Inc.,  a  Texas
   corporation  ("RMI") and American Consolidated Mining Company,  Inc.,  the
   Company changed  its  name from American Consolidated Mining Company, Inc.
   to American Consolidated Management Group, Inc. ("the Company"). Following
   the execution of the share  exchange agreement, shareholders of RMI own 87
   percent of the outstanding stock of the Company.  (See Note 2)

   Immediately prior to the consummation  of  the  transaction,  the  Company
   effected  a  100  to 1 reverse stock split.  The transaction was accounted
   for as a recapitalization  of  RMI with the issuance of shares for the net
   assets of the Company (reverse acquisition).  Accordingly, no goodwill was
   recorded in the transaction.  As  required  in  accounting  for  a reverse
   acquisition,  all  of  the  equity  of  the Company was eliminated and the
   accumulated  deficit  of  RMI  was  carried  forward.   The  statement  of
   operations  for  the  year  ended  December 31, 2002  includes  historical
   operations of the Company through September  13,  2002 and the date of the
   recapitalization   of   the   Company.    The   activity  of  RMI   before
   recapitalization is not presented in these financial statements.

   As part of this transaction, the Company also entered  into  a  settlement
   and  release with Clifton Mining Company (Clifton).  Under this agreement,
   all mining  claims  and  certain  other assets, which carried an aggregate
   book value at December 31, 2001 of $-0-, were exchanged for the release of
   the Clifton obligation, which at December 31, 2001 was $93,808.

   As  of December 31, 2003, the Company  had  no  ongoing  operations.   The
   Company  had  negotiated,  but  had  yet  to execute an agreement that, if
   executed, would grant the Company an exclusive fifty year license in a new
   technology  to  manufacture,  produce,  and  distribute   a  trade  secret
   technology.  The Company would possess an exclusive license  in the United
   States  and  many  other  geographical  areas.  That technology bonds  the
   natural  nutrients obtained from freeze dried  fruits  and  vegetables  to
   proteins and  other  food  and beverage products.  The technology protects
   consumable food products while  it extends their longevity.  The result is
   an increase in the health value of the foods to the consumer.

   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.  This product
   has been approved by the Food  and  Drug Administration for labeling.  The
   Company has exclusivity with the technology in relation to its application
   to foods and related products.

   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).

   On  November  18,  2003 the Company entered into an agreement with related
   parties of which the  purpose  is  to  enable  the  Company to acquire the
   exclusive right to manufacture and market the trade secret  technology and
   related products.    The significant provisions of this agreement  include
   the following:

      {circle}Two  shareholders of the Company will contribute 700,000 shares
         of common stock of the Company to a related party company.
                                                                  (Continued)
                                      F-6
<PAGE>

NOTE 1 - ORGANIZATION, CONTINUED

      {circle}The Company will pay $3,000,000 to the related party company on
         or before May 31, 2004.
      {circle}The Company  must  then  satisfy  certain  contingencies  which
         include  successfully  securing  contracts for the sale of the trade
         secret  technology  from  two  food  service   providers,   securing
         employment of a specific individual being sought by the Company, and
         securing financing from one or more sources.
      {circle}Upon  satisfying  all  of the above criteria, the related party
         company will reduce its outstanding  payable  balance  by $2,750,000
         and will record the debt forgiveness.  As of December 31,  2003, the
         Company owed the related party $6,063,656.  (See Note 8)


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.

  MARKETABLE SECURITIES
   The Company classifies marketable debt securities as "held-to-maturity" if
   it has the positive intent and ability to hold the securities to maturity.
   All  other  marketable  debt  and  equity  securities  are  classified  as
   "available-for-sale."  Securities classified  as  "available-for-sale" are
   carried  in the financial statements at fair value.   Realized  gains  and
   losses, determined  using the specific identification method, are included
   in earnings; unrealized  holding  gains  and  losses are included in other
   comprehensive  income  which  is  reported  as  a  separate  component  of
   shareholders'  deficit.   Securities  classified  as held-to-maturity  are
   carried at amortized cost.

   For both categories of securities, declines in fair  value below amortized
   cost that are other than temporary are included in earnings.

  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.

  OTHER ASSETS
   Other assets consisted of notes receivable at December 31, 2002.

  INTANGIBLE ASSETS
   Intangible  assets consisted of a patent  for  an  exclusive  right  to  a
   formula.  Management  periodically  reviews  the  carrying  value  of  the
   Company's  intangible assets to determine whether an impairment may exist.
   The Company  considers  relevant  cash flow and profitability information,
   including estimated future operating  results,  trends and other available
   information, in assessing whether the carrying value  of intangible assets
   can  be  recovered.   If  it  is  determined  that the carrying  value  of
   intangible assets will not be recovered from the  undiscounted future cash
   flows  of  the acquired business, the carrying value  of  such  intangible
   assets would  be considered impaired and reduced by a charge to operations
   in the amount of  the  impairment.   As  of December 31, 2002, the Company
   recorded a charge of $619,259 to reduce the carrying value to $0.

  INCOME TAXES
        The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards


                                                                  (Continued)

                                      F-7

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, CONTINUED

   ("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.

  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, 2003 and 2002.
   Accordingly,  basic  and diluted shares are based on the weighted  average
   number of common shares outstanding.

   Effective July 1, 2002,  the  Company  affected  a  100 to 1 reverse stock
   split so that immediately after the reverse stock split  the Company had a
   total of 700,375 shares outstanding.  The share amounts in  the  financial
   statements  have been retroactively restated to reflect the reverse  stock
   split.

   On July 23, 2002, the Company authorized the issuance of 136,731 shares of
   common stock  to consultants, directors and employees in consideration for
   the cancellation  of  approximately  $473,000 in obligations owed to these
   individuals.

   On July 30, 2002, the Company authorized the issuance of 662,894 shares of
   common stock to consultants, directors  and employees in consideration for
   the cancellation of approximately $2,005,000  in obligations owed to these
   individuals.

   On September 13, 2002, the Company affected a share exchange in accordance
   with the Plan of Share Exchange (the "Share Exchange Agreement") with RMI.
   Under  the  Share  Exchange  Agreement all of the issued  and  outstanding
   shares of RMI stock were transferred to the Company in exchange for shares
   of the Company's common stock.   To affect the share exchange, the Company
   issued 9,975,653 shares to the shareholders  of RMI stock.  As a result of
   the  share  exchange,  the  shareholders  of  RMI became  the  controlling
   shareholders  for  the  Company.   The  share  amounts  in  the  financial
   statements have been retroactively restated to reflect  the share exchange
   transaction.

   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.

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


                                                                  (Continued)
                                      F-8

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, CONTINUED

  RECENT ACCOUNTING PRONOUNCEMENTS
   In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148,
    "Accounting for  Stock-based  Compensation-Transition and Disclosure", an
   amendment  of  FASB  Statement  No.   123,   "Accounting  for  Stock-Based
   Compensation",  to  provide  alternative  methods   of  transition  for  a
   voluntary change to the fair value based method of accounting  for  stock-
   based  employee  compensation.  SFAS  No. 148  also  amends the disclosure
   provisions  of  SFAS  No. 123 and Accounting Pronouncement  Board  ("APB")
   Opinion No. 28, "Interim  Financial  Reporting",  to require disclosure in
   the  summary  of  significant  accounting policies of the  effects  of  an
   entity's  accounting  policy  with   respect   to   stock-based   employee
   compensation  on reported net income and earnings per share in annual  and
   interim financial  statements.  While  SFAS  No. 148  does  not amend SFAS
   No. 123  to require companies to account for employee stock options  using
   the fair value  method,  the  disclosure  provisions  of  SFAS No. 148 are
   applicable  to  all  companies  with  stock-based  employee  compensation,
   regardless  of whether they account for that compensation using  the  fair
   value method  of SFAS No. 123 or the intrinsic value method of APB Opinion
   No. 25. The provisions  of SFAS No. 148 are effective for annual financial
   statements  for fiscal years  ending  after  December 15,  2002,  and  for
   financial reports  containing  condensed  financial statements for interim
   periods beginning after December 15, 2002.   The  adoption of SFAS No. 148
   did not have any impact on the financial condition or operating results of
   the Company.

   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  November  2002,  the   FASB  issued  Interpretation  ("FIN")  No.  45,
   "Guarantor's  Accounting  and   Disclosure  Requirements  for  Guarantees,
   Including Indirect Guarantees of  Indebtedness  of  Others".  FIN  No.  45
   requires  a  company,  at  the time it issues a guarantee, to recognize an
   initial liability for the fair  value  of  obligations  assumed  under the
   guarantee  and  elaborates on existing disclosure requirements related  to
   guarantees and warranties. The initial recognition requirements of FIN No.
   45 are effective  for  guarantees  issued  or  modified after December 31,
   2002. The disclosure requirements are effective  for  financial statements
   of periods ending after December 15, 2002. The adoption  of FIN No. 45 did
   not  have  any  effect on the Company's financial position or  results  of
   operations.

   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

                                                                  (Continued)

                                     F-9

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, CONTINUED

   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,  2003, the Company  has  a  $7.7  million  working  capital
deficiency, a shareholders'  deficit  of $7.7 million, and incurred a loss of
$1.5 million for the year ended December  31,  2003.   These conditions raise
substantial  doubt about the ability of the Company to continue  as  a  going
concern.

The Company negotiated,  and  subsequent  to  December  31, 2003, 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 and
sales are projected to be highly concentrated in one or  two  customers.  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

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     ------------------------
                                                        2003          2002
                                                     ---------     ----------
<S>                                                  <C>           <C>
  Trade payables                                     $       -     $    5,797
  Accrued interest                                     320,867        262,067
  Other accrued liabilities                             12,619         11,563
                                                     ---------     ----------
                                                     $ 333,486     $  279,427
                                                     =========     ==========
</TABLE>








                                    F-10

<PAGE>

NOTE 5 - MARKETABLE SECURITIES

Changes  in  the unrealized holding gain on marketable securities  available-
for-sale are reported  as  a  separate  component of stockholders' deficit as
follows:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     ------------------------
                                                        2003          2002
                                                     ---------     ----------
<S>                                                  <C>           <C>
  Balance, beginning of year                         $       -     $  10,268
  Unrealized holding gain                                    -             -
  Decrease due to disposal of marketable securities          -       (51,426)
  Increase due to gain realized on sale of
    marketable securities                                    -        41,158
                                                     ---------     ----------
                                                     $       -     $       -
                                                     =========     ==========
</TABLE>

NOTE 6 - INTANGIBLE ASSETS

In  conjunction  with  the Share Exchange Agreement entered into on September
13, 2002, the Company recorded  intangible  assets  of  $644,363 related to a
patent  for  an  exclusive  right  to  a formula. Subsequently,  the  Company
determined the formula was not saleable and the value of intangible asset was
impaired. As of December 31, 2002, the Company  recorded a charge of $619,259
to reduce the carrying value to $0.

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     ------------------------
                                                        2003          2002
                                                     ---------     ----------
<S>                                                  <C>           <C>
  Machinery and equipment                            $       -     $  11,118
  Office equipment and fixtures                              -           994
                                                     ---------     ----------
                                                                      12,112
  Less accumulated depreciation and amortization             -        10,606
                                                     ---------     ----------
                                                                       1,506
  Loss on impairment                                         -        (1,506)
                                                     ---------     ----------
                                                     $       -     $       -
                                                     =========     ==========
</TABLE>

In  September  2002,  the Company settled a trade payable of $93,808 owed  to
Clifton, a related party, and a note payable of $41,159 in exchange for fixed
assets and mining bonds.   The Company recognized a gain on extinguishment of
debt  of  $122,445.   As  a result  of  this  agreement,  the  Company  began
depreciating assets of RMI on a straight line basis over the remaining useful
lives  of the assets.  Depreciation  expense  for  the  year  was  $600.   At
December  31,  2002,  the  Company determined that the remaining value of the
fixed assets was impaired and  recorded  an  impairment  loss  of  $1,506  in
accordance  with  SFAS No. 144, "Accounting for the Impairment or Disposal of
long-lived Assets".









                                    F-11

<PAGE>

NOTE 8 - RELATED PARTIES
<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     ------------------------
                                                        2003          2002
                                                     ---------     ----------
<S>                                                  <C>           <C>
  Unsecured non-interest bearing notes payable to
   certain shareholders of the Company, due on
   demand.                                           $  23,579     $   13,000
  Account payable due to a shareholder for
   advertising services.  This payable is due on
   demand with interest at 2 percent per year,
   unsecured.                                          460,000        460,000
  Advances from an independent entity owned by
   certain shareholders, due on demand, with
   interest at 25.75 percent per year, unsecured.    6,063,656      4,632,735
  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
                                                    ----------     ----------
                                                    $7,347,235     $5,905,735
                                                    ==========     ==========
</TABLE>

On April 1, 2002, the Company settled the outstanding unsecured note payables
owed to individuals.  The notes and related accrued interest were forgiven
resulting in a gain on the extinguishment of debt of $171,583.

Certain shareholders  of  the Company own an entity that provides funding for
the Company.  The Company has  assumed a financing contract with this entity.
On November 18, 2003, the Company  signed  an agreement which will reduce the
related  party  payable by $2,750,000 after certain  contingencies  are  met.
(See Note 1).  The  amount  owed to this company under the financing contract
was $6,063,656 and $4,632,735 at December 31, 2003 and 2002, respectively.

NOTE 9 - INCOME TAXES

The provision for income taxes  differs  from  the amount computed at federal
statutory rates as follows:

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                    ------------------------
                                                       2003          2002
                                                    ---------    -----------
<S>                                                 <C>          <C>
  Income tax benefit at statutory rate              $(513,590)   $  (365,000)
  Loss of net operating loss carryforwards                  -      3,273,000
  Change in valuation allowance                       513,490     (2,908,000)
                                                    ---------    -----------
                                                    $       -    $         -
                                                    =========    ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                    ------------------------
                                                       2003          2002
                                                    ---------    -----------
<S>                                                 <C>          <C>
  Net operating loss carryforwards, beginning in
    2002                                            $ 878,590    $   365,000
  Valuation allowance                                (878,590)      (365,000)
                                                    ---------    -----------
                                                    $       -    $         -
                                                    =========    ===========
</TABLE>

With  the changes in the Company's ownership that occurred in 2002, the  past
net operating carryforwards became unusable under Section 382 of the Internal
Revenue  Code.   Management  believes  it is more likely than not the Company
will not be able to realize the net operating  loss  carryforwards  generated
beginning  in  2002 and has fully reserved for net operating losses generated
in 2002. Net operating  losses  expire  in  tax  years  beginning in 2017 and
thereafter.



                                    F-12

<PAGE>

NOTE 10 - 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 11 - COMMITMENTS AND CONTINGENCIES

The Company may become subject to investigations, claims or lawsuits from the
conduct of its business, including  those related to environmental safety and
health, product liability, commercial transactions, etc.

The Company is currently involved in  litigation with a vendor, who has filed
a suit against the Company in the amount of $573,000, and alleges the Company
failed to pay for contracted advertising  services.   The Company has accrued
$65,000  as  a  payment  for these services, and possible settlement  of  the
litigation.  The financial impact of the litigation to the Company is unknown
at this time.

A related party claims the  Company  is  contingently  liable with respect to
purchases of inventory by the related party in the normal course of business.
The amount of this contingent liability is $248,525 at December  31, 2003 and
2002.   The Company has not provided any accruals for this liability  in  the
financial  statements  and  believes  it  is  not  liable for these inventory
purchases.  The Company is attempting to resolve this  issue with the related
party and believes no amounts are owed by the Company.   No assurances can be
given  about the resolution of this issue or the amount the  Company  may  be
required to pay in settlement of this contingency.

NOTE 12 - SUBSQUENT EVENTS, (UNAUDITED)

On March  18,  2004,  the  Company has entered into a Professional, Employee,
Consultant stock compensation  plan  ("the  Plan") to provide compensation in
the form of Common Stock of the Company to eligible  professionals, employees
or consultants that have previously rendered services  or  that  will  render
services.   Additionally,  the  Plan is designed to provide for the incentive
stock options for eligible recipients.   The total number of shares of Common
Stock to be subject to the Plan is 2,500,000.  The shares subject to the Plan
were registered with the SEC on March 22, 2004.

On   March   23,  2004,  the  Company  entered  into   a   final   technology
transfer/license  agreement  with  Dr. Jack Watkins of San Diego, California.
The  Company has obtained an exclusive  license  to  enhance,  commercialize,
manufacture  and  market  the  all-natural  plant product compound (the trade
secret technology) developed by Dr. Watkins in  the  United  States,  Mexico,
Central America, Canada and all countries in the European Union for a term of
fifty  years.   Also,  during  this week, the Company entered into a one-year
lease for a plant for the manufacture,  development  and  application  of the
process,  and  began  acquiring  manufacturing  and laboratory  equipment  to
manufacture, test, analyze and enhance the technology.  Funding for equipment
acquisitions  will  be provided from capital raised from the  agreement  with
Cornell Capital Partners,  L.P., discussed below, as well as from the sale of
personal stock of one of the Company's directors.

On  March  25,  2004,  the  Company  entered  into  a  final  Standby  Equity
Distribution Agreement (the "Agreement")  with Cornell Capital Partners, L.P.
(the "Investor"), a Delaware limited partnership.  Under  the  agreement  and
subject  to  its  terms  and  conditions, the Investor will purchase from the
Company newly issued common shares  up  to  a total of $10 million in market.
The  funding will occur over a period of two years.   The  contract  contains
certain provisions that must be met prior to funding.




                                    F-13

<PAGE>

                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation of the financial statements of American
Consolidated Management Group, Inc. in the Annual Report (Form 10-KSB) for the
year ended December 31, 2003.

                                        Elliott Davis, LLC

Greenville, South Carolina
April 13, 2004