SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  FORM 10-KSB/A
                                (Amendment No. 2)


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


                            For the fiscal year ended
                                December 31, 2000

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

                        AMERICAN CONSOLIDATED MINING CO.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


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

    70 West Canyon Crest Rd., Suite D,
            Alpine, Utah 84004                           (801) 756-1414
 ----------------------------------------       -------------------------------
 (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 common stock held by non-affiliates
computed by reference to the average bid and asked price of such common stock,
as of November 2, 2001: $0.

         Shares outstanding of the registrant's common stock as of November 2,
2001: 69,998,900.

<PAGE>

Item 1. Description of Business

Business Development

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


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


         On June 3, 1993, Clifton Mining Company ("Clifton") was incorporated
under the laws of the State of Utah. Upon formation, Clifton issued to the
Company common stock and preferred stock, which represented all of the issued
and outstanding equity securities of Clifton. In consideration for the Clifton
securities, Company transfer to Clifton various patented and unpatented mining
claims located in Tooele County, Clifton Mining District, Utah (the "Clifton
Claims"). The Clifton Claims consist of approximately one square mile of mining
property located about nine miles southeast of the townsite of Goldhill, State
of Utah. Since 1993 the Company has transferred a substantial number of its
Clifton shares to various parties in consideration of lien cancellations,
repayment of Company debt and payment of other Company obligations. The Company
no longer owns a significant percentage of Clifton's outstanding equity
securities.

         The Company defaulted in the payment of certain amounts owed to a
creditor which amounts were secured by approximately twenty patented and
eighty-five unpatented mining claims. In 1998, the creditor foreclosed on the
mining claims, leaving the Company with only the eight patented mining claims
that it current holds in the Clifton Mining District.

         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 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

                                       2
<PAGE>

stage the status of any venture in which the Company may participate, if 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.


         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 ACMC stock. In the event the Share Exchange Agreement is closed, the
stockholders of RMI immediately prior to the closing will own approximately 88%
of the issued and outstanding shares of the Company immediately after the
closing. The Share Exchange Agreement is subject to a number of contingencies,
including (i) the Company effecting a 100 to 1 reverse stock split prior to the
closing, (ii) the Company having no more than 1,500,000 shares of common stock
outstanding at the closing date, (iii) the Company having no more than $10,000
in liabilities at the closing date, (iv) satisfactory completion of due
diligence by the parties, (v) the Company changing its name to "American
Consolidated Management Group, Inc.", (vi) the Company's shareholders having
approved the transaction, and (vii) the resignation of all of the Company's
officers and directors at the closing and appointment of the designees named by
RMI. Messrs. Walker and Mappin, who are members of the Company's Board, also act
as directors of RMI. There can be no assurance that such contingencies will be
satisfied, that the Share Exchange Agreement will be closed, that RMI's business
operations will prove successful or that the transaction will prove to be
favorable for the historical shareholders of the Company.


         In May 1998, the Company entered into a non-interest bearing Revolving
Loan Agreement with Clifton Mining Company. Under the terms of the agreement,
Clifton Mining Company agreed to make periodic loans to the Company in an
aggregate principal amount at any one time outstanding not to exceed $250,000.
As of December 31, 2000 the principal amount of $96,583 was owing under the
Revolving Loan Agreement. Clifton Mining Company may refuse to lend additional
amount in its sole and absolute discretion under the Revolving Loan Agreement.
Principal is due and payable in a single balloon payment on May 6, 2002. Subject
to shareholder approval, the Company plans to transfer to Clifton Mining Company
the eight patented mining claims, subject to the related liabilities, that the
Company currently owns that are located in Tooele County, Clifton Mining
District, Utah, on approximately 133 acres of property and substantially all of
the Company's other assets. In consideration therefore, Clifton Mining Company
will forgive the Company from all amounts owing to Clifton (approximately
$96,600 at November 2, 2001). These mining claims and other assets are the only
remaining claims held by the Company and constitutes substantially all of the
Company's assets.

         RMI was organized in July 1997 and is privately held. RMI is a
marketing company that is in the development stage that expects to focus on
selling health drinks, jerky and other products. As of June 30, 2001, RMI had
$3,660,472 in current liabilities, $4,260,472 in total liabilities and
$1,028,782 in total assets. RMI had nominal sales for the six month period
ending on June 30, 2001.


         The Company currently employs five management officers who work for the
Company on a part time basis. The Company's CEO, President, Vice-Presidents,
Secretary and Treasurer and acting Secretary and controller spend approximately
5%, 1%, 5%, 1% and 5% percent of their time, respectively, working for the
Company. The Company has no other employees. The Company presently maintains its
business office at 70 West Canyon Crest Rd., Suite D, Alpine, Utah 84004.


Item 2.  Description of Property


         The Company currently owns eight patented mining claims located in
Tooele County, Clifton Mining District, Utah, on approximately 133 acres of
unimproved property. The Company does not intend to explore these claims and has
conducted no mining activities on these claims. Rather, subject to shareholder
approval, the Company intends to transfer these claims to one or more debtors in
exchange for the release of such obligations.

         The Company holds fee simple title to six of said claims free and clear
of any debt obligations. The Company has financed the purchase of its remaining
two patented claims. The total purchase price for these claims was $43,791.
Floyd Myers, the seller, financed the Company's purchase of these patents and

                                       3
<PAGE>

the Company is obligated to pay at least $700 per month toward the purchase
price thereof. The obligation is non-interest bearing (although an 8% imputed
interest rate has been assumed in the financial statements) and the obligation
is payable on demand. The Company currently does not have sufficient capital to
service this obligation and is in default on the obligation. At December 31,
2000, approximately $65,000 in principle and interest was owing on this
obligation.

         The claims are comprised of quartz-adularia-beryllium enriched veins
associated with thrust faulting in both altered quartz monzonite and a
sedimentary package of silty and shaley rocks. Access if via all-weather dirt
and gravel roads. The roads are generally passable with a high-entered two-wheel
drive vehicles, but a four wheel drive is generally needed to access to
property.

         No depletion has been taken with respect to any of the Company's mining
claims. In addition, the Company has not recorded any amount in its balance
sheet for mining claims or mine exploration costs as further described in Note
14 of the Company's audited financial statements.


                                     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 "ACMG." The following table sets forth
the high and low bid information of the Common Stock for the periods indicated
which information was obtained from Prophet Information Services, Inc. It should
be understood that such over the counter market quotations reflect inter-dealer
prices without retail mark-up, mark-down or commission, and the quotations may
not reflect any actual market transactions in the Common Stock.

         Quarter Ended                                  High           Low
         -------------                                  ----           ---
         1999
         ----
         March 31..............................         $.02          $.00
         June 30...............................         $.02          $.00
         September 30..........................         $.00          $.00
         December 31...........................         $.00          $.00

         2000
         ----
         March 31..............................         $.00          $.00
         June 30...............................         $.01          $.00
         September 30..........................         $.00          $.00
         December 31...........................         $.00          $.00

Holders

         At November 2, 2001, there were approximately 2,371 holders of record
of the Company's common stock.

Dividends

         In December 1995 the Company sent notice to its shareholders that the
Company would be making a distribution to its shareholders of certain Clifton
shares of common stock owned by the Company. Thereafter, the Company determined
that payment of such a dividend was not authorized under Utah law because the

                                       4
<PAGE>

Company was not able to pay its debts as they became due in the usual coarse of
business. As a result, the Board of Directors did not pay the proposed
distribution and does not anticipate making a distribution of the Clifton shares
in the future.


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


Sales of Equity Securities

         The Company has not sold any securities of the Company during the
period covered by this report.

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.

Restatement


         The Company has restated the accompanying financial statements to
remove amounts previously recorded for mining claims and mine exploration costs.
In 1995, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," (SFAS 121). In accordance with
SFAS 121, any capitalized costs related to mine exploration that are not
supported by proven reserves, as documented in a formal reserve study, are
required to be written off as impairment losses. During 1998, the Company was
unable to obtain a formal reserve study to support the capitalized costs.
Accordingly, the Company has revised its 1998 financial statements to record an
impairment loss of $78,883 for the impairment of mining claims and mine
exploration costs. Therefore, the accompanying 2000 and 1999 financial
statements have been revised to remove the previously recorded costs associated
with mining claims and mine exploration costs and to adjust the accumulated
deficit accordingly. This adjustment did not affect the Statement of Operations
or the Statement of Cash Flows for 2000 and 1999.


Plan of Operation


         The Company had $4 in cash and $2,586,672 in current liabilities as of
December 31, 2000. Working capital (deficit) as of December 31, 2000 was to
($2,556,775) as compared to ($2,540,921) at December 31, 1999. The Company had
no revenues in the past two fiscal years. The Company had a shareholders'
deficit of ($2,544,275) at December 31, 2000 and net losses of ($16,484) and
($49,101) for the years ended December 31, 2000 and 1999, respectively. The
Company has no arrangements in place that will provide it with future funding.


         The Company has no business operations, and very limited assets or
capital resources. 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 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

                                       5
<PAGE>

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.


         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 ACMC stock. In the event the Share Exchange Agreement is closed, the
stockholders of RMI immediately prior to the closing will own approximately 88%
of the issued and outstanding shares of the Company immediately after the
closing. The Share Exchange Agreement is subject to a number of contingencies,
including (i) the Company effecting a 100 to 1 reverse stock split prior to the
closing, (ii) the Company having no more than 1,500,000 shares of common stock
outstanding at the closing date, (iii) the Company having no more than $10,000
in liabilities at the closing date, (iv) satisfactory completion of due
diligence by the parties, (v) the Company changing its name to "American
Consolidated Management Group, Inc.", (vi) the Company's shareholders having
approved the transaction, and (vii) the resignation of all of the Company's
officers and directors at the closing and appointment of the designees named by
RMI. Messrs. Walker and Mappin, who are members of the Company's Board, also act
as directors of RMI. There can be no assurance that such contingencies will be
satisfied, that the Share Exchange Agreement will be closed, that RMI's business
operations will prove successful or that the transaction will prove to be
favorable for the historical shareholders of the Company.


         In May 1998, the Company entered into a non-interest bearing Revolving
Loan Agreement with Clifton Mining Company. Under the terms of the agreement,
Clifton Mining Company agreed to make periodic loans to the Company in an
aggregate principal amount at any one time outstanding not to exceed $250,000.
As of December 31, 2000 the principal amount of $96,583 was owing under the
Revolving Loan Agreement. Clifton Mining Company may refuse to lend additional
amount in its sole and absolute discretion under the Revolving Loan Agreement.
Principal is due and payable in a single balloon payment on May 6, 2002. Subject
to shareholder approval, the Company plans to transfer to Clifton Mining Company
the eight patented mining claims, subject to the related liabilities, that the
Company currently owns that are located in Tooele County, Clifton Mining
District, Utah, on approximately 133 acres of property and substantially all of
the Company's other assets. In consideration therefore, Clifton Mining Company
will forgive the Company from all amounts owing to Clifton (approximately
$96,600 at November 2, 2001). These mining claims and other assets are the only
remaining claims held by the Company and constitutes substantially all of the
Company's assets.

         RMI was organized in July 1997 and is privately held. RMI is a
marketing company that is in the development stage that expects to focus on
selling health drinks, jerky and other products. As of June 30, 2001, RMI had
$3,660,472 in current liabilities, $4,260,472 in total liabilities and
$1,028,782 in total assets. RMI had nominal sales for the six month period
ending on June 30, 2001.

         The Company does not have sufficient funding to meet its short term
cash needs. Management has expressed an intent that to the extent necessary the
Company will seek to raise additional funds through the sale of equity
securities or by borrowing funds until a suitable business venture can be
completed. There are no arrangements in place whereby the Company could sell
equity securities or borrow funds. In addition, the Company has very little
authorized capital available from which it may sell equity securities. There is
no assurance that the Company will be able to successfully identify and/or
negotiate a suitable potential business venture or raise additional funds.

         The Company has a working capital deficiency, an accumulated deficit
and substantial liabilities. The Company has experienced net losses and does not
have revenues during the past two years. During the past two years the Company
has had no business operations. In light of these circumstances, the ability of
the Company to continue as a going concern is significantly in doubt. The
attached financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

                                       6
<PAGE>

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.


                                   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 MINING CO.
                                             (Registrant)




Date: April 4, 2002                          By  /s/ William D. Moeller
                                                -------------------------------
                                                William D. Moeller
                                                Chief Executive Officer


         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/ William D. Moeller      Chief Executive Officer              April 4, 2002
-------------------------
William D. Moeller


/s/ Steven J. Haslam         Director and President               April 4, 2002
-------------------------
Steven J. Haslam


/s/ Robert J. Holladay       Director and Vice-President          April 4, 2002
-------------------------
Robert J. Holladay


/s/ John M. DeNiro           Director, Secretary and Treasurer    April 4, 2002
-------------------------
John M. DeNiro


/s/ Scott S. Moeller         Controller, Principal Financial      April 4, 2002
-------------------------    Officer and Acting Secretary
Scott S. Moeller


                                       7
<PAGE>

                        AMERICAN CONSOLIDATED MINING CO.
                              Financial Statements
                           December 31, 2000 and 1999


                                      F-1
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Index to Financial Statements
--------------------------------------------------------------------------------


                                                                       Page
                                                                       ----

Independent Auditor's Report                                            F-3

Balance Sheet                                                           F-4

Statement of Operations                                                 F-5

Statement of Shareholders' Deficit                                      F-6

Statement of Cash Flows                                                 F-7

Notes to Financial Statements                                           F-8


                                       F-2
<PAGE>

                                                    INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of American Consolidated Mining Co.


We have audited the accompanying balance sheet of American Consolidated Mining
Co. as of December 31, 2000 and 1999, 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 Mining
Co. as of December 31, 2000 and 1999, 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 2 to the
financial statements, the Company has a working capital deficiency, an
accumulated deficit, incurred an operating loss, and has substantial
liabilities. 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 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

As described in Note 14, the Company has restated its previously issued
financial statements.

                                    TANNER + CO.


Salt Lake City, Utah
September 12, 2001
except for Note 14, which is
Dated January 15, 2002

--------------------------------------------------------------------------------
See accompanying notes to financial statements.                              F-3
<PAGE>
<TABLE>
<CAPTION>
                                                                           AMERICAN CONSOLIDATED MINING CO.
                                                                                   Balance Sheet (Restated)

                                                                                               December 31,
-----------------------------------------------------------------------------------------------------------
                                                                                2000              1999
                                                                       ------------------------------------
         Assets
<S>                                                                         <C>              <C>
Current assets:
     Cash                                                                   $          4     $         194
     Marketable securities                                                        29,893            44,840
                                                                       ------------------------------------

                  Total current assets                                            29,897            45,034

Property and equipment, net                                                        2,000             3,804
Other assets                                                                      10,500            17,600
                                                                       ------------------------------------

                                                                            $     42,397     $      66,438
                                                                       ====================================


         Liabilities and Shareholders' Deficit

Current liabilities:
     Payables and accrued expenses                                          $    536,427     $     522,810
     Notes payable                                                               143,409           143,409
     Related party payables                                                    1,906,836         1,919,736
                                                                       ------------------------------------

                  Total current liabilities                                    2,586,672         2,585,955
                                                                       ------------------------------------

Commitments and contingencies                                                          -                 -

Shareholders' deficit:
     Common stock, $.01 par value,  70,000,000 shares authorized;
        69,998,900 shares issued and outstanding                                 699,990           699,990
     Capital in excess of par value                                            7,323,739         7,323,739
     Accumulated other comprehensive income                                       16,549            24,823
     Accumulated deficit                                                     (10,584,553)      (10,568,069)
                                                                       ------------------------------------

              Total shareholders' deficit                                     (2,544,275)       (2,519,517)
                                                                       ------------------------------------

                                                                            $     42,397     $      66,438
                                                                       ====================================

-----------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                         F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                           AMERICAN CONSOLIDATED MINING CO.
                                                                                   Statement of Operations

                                                                                   Years Ended December 31,
-----------------------------------------------------------------------------------------------------------

                                                                             2000              1999
                                                                       ------------------------------------
<S>                                                                         <C>              <C>
Revenue                                                                     $          -     $           -

General and administrative expenses                                               14,680            56,444
                                                                       ------------------------------------

Loss from operations                                                             (14,680)          (56,444)

Other income (expense):
     Interest income                                                                 448               763
     Interest expense                                                            (15,579)          (11,930)
     Gain on disposal of property and equipment                                        -             5,450
     Gain on sale of marketable securities                                        13,327            11,864
     Other income                                                                      -             1,196
                                                                       ------------------------------------

Loss before provision for income taxes                                           (16,484)          (49,101)

Provision for income taxes                                                             -                 -
                                                                       ------------------------------------

Net loss                                                                    $    (16,484)    $     (49,101)
                                                                       ====================================

Loss per share, basic and diluted                                           $       (.00)    $        (.00)
                                                                       ====================================

Weighted average shares - basic and diluted                                   69,998,000        69,998,000
                                                                       ====================================

-----------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                         F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                               AMERICAN CONSOLIDATED MINING CO.
                                                                  Statement of Shareholders' Deficit (Restated)

                                                                         Years Ended December 31, 2000 and 1999
---------------------------------------------------------------------------------------------------------------

                                                                  Accumulated
                                                   Capital in        Other
                              Common Stock       Excess of Par   Comprehensive    Accumulated
                           Shares       Amount       Value          Income          Deficit         Total
                        ---------------------------------------------------------------------------------------
<S>                        <C>          <C>         <C>            <C>            <C>            <C>
Balance at
January 1, 1999            69,998,900   $ 699,990   $ 7,323,739    $    92,886    $(10,518,968)  $ (2,402,353)

Comprehensive income:

  Net loss                          -           -             -              -         (49,101)       (49,101)

  Unrealized holding
  loss on investments               -           -             -        (51,513)              -        (51,513)

  Reclassification
  adjustment on
  unrealized holding
  loss                              -           -             -        (16,549)              -        (16,549)
                                                                                                  =============

  Total comprehensive
  Loss                                                                                               (117,163)
                                                                                                  =============
                        ---------------------------------------------------------------------------------------

Balance at
December 31, 1999          69,998,900     699,990     7,323,739         24,824     (10,568,069)    (2,519,517)

Comprehensive income:

  Net loss                          -           -             -              -         (16,484)       (16,484)

  Unrealized holding
  loss on investments               -           -             -        (14,947)              -        (14,947)

  Reclassification
  adjustment on
  unrealized holding
  gain                              -           -             -          6,672               -          6,672
                                                                                                  =============

  Total comprehensive
  Loss                                                                                                (24,759)
                                                                                                  =============
                        ---------------------------------------------------------------------------------------
Balance at
December 31, 2000          69,998,000   $ 699,990  $  7,323,739    $     16,549   $(10,584,553)  $ (2,544,275)
                        =======================================================================================


---------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                             F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                           AMERICAN CONSOLIDATED MINING CO.
                                                                                    Statement of Cash Flows

                                                                                   Years Ended December 31,
-----------------------------------------------------------------------------------------------------------

                                                                               2000              1999
                                                                       ------------------------------------
<S>                                                                         <C>              <C>
Cash flows from operating activities:
     Net loss                                                               $    (16,484)    $     (49,101)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Depreciation and amortization                                             1,804             3,764
         Loss (gain) on disposal of:
              Fixed assets                                                             -            (5,450)
              Marketable securities                                              (13,327)          (11,864)
         (Increase) decrease in:
              Other assets                                                         7,100                 -
         Increase (decrease) in:
              Accounts payable and accrued expenses                               13,617            74,462
              Related party payables                                             (12,900)          (28,414)
                                                                       ------------------------------------

                  Net cash used in
                  operating activities                                           (20,190)          (16,603)
                                                                       ------------------------------------

Cash flows from investing activities:
     Proceeds from sale of equipment                                                   -             5,450
     Proceeds from sale of marketable securities                                  20,000            18,536
                                                                       ------------------------------------

                  Net cash provided by
                  investing activities                                            20,000            23,986
                                                                       ------------------------------------

Cash flows from financing activities -
     principal payments on notes payable                                               -            (7,352)
                                                                       ------------------------------------

                  Net cash used in
                  financing activities                                                 -            (7,352)
                                                                       ------------------------------------

Net (decrease) increase in cash                                                     (190)               31

Cash, beginning of year                                                              194               163
                                                                       ------------------------------------

Cash, end of year                                                           $          4     $         194
                                                                       ====================================

---------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.                                                             F-7
</TABLE>
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                      December 31, 2000 and 1999
--------------------------------------------------------------------------------

1.  Organization    Organization
    and Summary of  American Consolidated Mining Co. (the Company), did not have
    Significant     ongoing operations during the years ended December 31, 2000
    Accounting      and 1999. During this period, the Company has been primarily
    Policies        engaged in seeking a potential merger opportunity with an
                    operating company.

                    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 are recorded at cost, less
                    accumulated depreciation and amortization. Depreciation and
                    amortization on capital leases and 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.

--------------------------------------------------------------------------------
                                                                             F-8
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization    Property and Equipment  - Continued
    and Summary of  Costs incurred to purchase mining claims and development
    Significant     costs incurred on properties identified as having
    Accounting      development potential are capitalized. Once operations at
    Policies        commercial levels commence, these costs are charged against
    Continued       operations using the units-of production method.

                    In accordance with SFAS 121, the Company reviews its
                    long-lived assets, including mining claims and development
                    costs, for impairment whenever events or changes in
                    circumstances indicate that the carrying amount of the asset
                    may not be recoverable through undiscounted future cash
                    flows. If it is determined that an impairment loss has
                    occurred based on expected cash flows, such loss is
                    recognized in the statement of operations.

                    Other Assets
                    Other assets consist of cash bonds on deposit at a bank.

                    Income Taxes
                    Deferred income taxes are provided in amounts sufficient to
                    give effect to temporary differences between financial and
                    tax reporting, principally related to the capitalization of
                    mine development costs.

                    Concentration of Credit Risk
                    The Company maintains its cash in bank deposit accounts
                    which, at times, may exceed federally insured limits. The
                    Company has not experienced any losses in such accounts and
                    believes it is not exposed to any significant credit risk on
                    cash and cash equivalents.

                    Use of Estimates in the Preparation of Financial Statements
                    The preparation of financial statements in conformity with
                    generally accepted accounting principles requires management
                    to make estimates and assumptions that affect the reported
                    amounts of assets and liabilities and disclosure 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.

--------------------------------------------------------------------------------
                                                                             F-9
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization    Earnings Per Common and Common Equivalent Share
    and Summary of  The computation of basic earnings per common share is
    Significant     computed using the weighted average number of common shares
    Accounting      outstanding during the year. The computation of diluted
    Policies        earnings per common share is based on the weighted average
    Continued       number of shares outstanding during the year plus common
                    stock equivalents which would arise from the exercise of
                    stock options and warrants outstanding using the treasury
                    stock method and the average market price per share during
                    the year. Common stock equivalents are not included in the
                    diluted earnings per share calculation when their effect is
                    antidilutive.

2.  Going           At December 31, 2000, the Company has a working capital
    Concern         deficiency, a shareholders' deficit, incurred a loss for the
                    years ended December 31, 2000 and 1999, and has significant
                    liabilities. These conditions raise substantial doubt about
                    the ability of the Company to continue as a going concern.
                    The financial statements do not include any adjustments that
                    might result from the outcome of this uncertainty.

                    The Company's ability to continue as a going concern is
                    subject to its ability to settle its liabilities and obtain
                    sufficient cash to fund the expenses related to the ongoing
                    public reporting obligations and continued search for a
                    merger partner. Subsequent to year-end, the Company entered
                    into an agreement and plan of share exchange with another
                    company (see note 13). In relation to this transaction, the
                    Company has entered into various preliminary agreements with
                    creditors that provide for the settlement of liabilities
                    through the issuance of common stock. There can be no
                    assurance that these agreements will result in final
                    settlement of outstanding obligations nor that the agreement
                    and plan of share exchange will be completed.

--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

3.  Payables                                              December 31,
    and                                            ---------------------------
    Accrued                                            2000           1999
    Expenses                                       ---------------------------
                    Payables and accrued expenses:
                     Trade Payables                $     136,601  $    134,630
                      Accrued interest                   135,863       124,391
                      Advances                           217,894       217,894
                      Accrued liabilities                 46,069        45,895
                                                    --------------------------
                                                    $    536,427   $   522,810
                                                    ==========================

4.  Marketable      All of the Company's marketable securities consist of
    Securities      Clifton Mining Company (Clifton) common stock and are
                    classified as available for sale. Some of the officers of
                    the Company are also officers of Clifton.

                    Information related to marketable securities classified as
                    available for sale is as follows:

                                                           Years Ended
                                                    ------------------------
                                                        2000          1999
                                                    ------------------------
                    Cost                            $    13,344   $   20,017
                    Unrealized holding gain              16,549       24,823
                                                    ------------------------
                    Carrying value                  $    29,893   $   44,840
                                                    ========================

--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

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

                                                           Years Ended
                                                           December 31,
                                                    -------------------------
                                                        2000           1999
                                                    -------------------------
                    Balance, beginning of year       $  24,823      $  92,885
                    Unrealized holding loss             (8,274)       (68,062)
                    Deferred income tax effect
                     related to the unrealized
                     holding gain                            -              -
                                                    -------------------------
                    Carrying value                   $  16,549      $  24,823
                                                     ========================



5.  Property        Property and equipment consists of the following:
    and
    Equipment                                                 December 31,
                                                       ------------------------
                                                          2000          1999
                                                       ------------------------
                    Machinery and equipment            $   42,616    $   42,616
                    Vehicles                                2,221         2,221
                    Office equipment and fixtures          16,941        16,941
                                                       ------------------------
                                                           61,778        61,778

                    Less accumulated depreciation
                      and amortization                    (59,778)      (57,974)
                                                       ------------------------
                                                       $    2,000    $    3,804
                                                       ========================

                    Mining Properties
                    The Company owns property that lies in the Gold Hill/Clifton
                    Mining District, Tooele County, in northwest Utah. The
                    Company's property consists of 8 patented mining claims of
                    approximately 133 acres. Due to the lack of a formal reserve
                    study documenting the estimated proven reserves of such
                    property, the Company's book basis in such properties was
                    previously reduced to $0 through an impairment loss of
                    $78,883.

--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

6.  Notes           Notes payable are comprised of the following:
    Payable
                                                               December 31,
                                                          ---------------------
                                                             2000        1999
                                                          ---------------------
                    Unsecured note payable to an
                      individual, with interest at 8%,
                      due on demand                       $  82,500   $  82,500

                    Non-interest bearing note Payable
                      to a shareholder, with 8% imputed
                      interest, secured by mining
                      claims and due on demand               41,159      41,159

                    Unsecured notes payable to
                      Individuals, with interest
                      ranging from 7% to 12%, due
                      on demand                              19,750      19,750
                                                          ---------------------
                                                          $ 143,409   $ 143,409
                                                          =====================


7.  Related        Payables to related parties consist of the following:
    Party
    Payables                                                  December 31,
    Continued                                            -----------------------
                                                            2000         1999
                                                         -----------------------
                    Accrued salaries and wages due to
                      certain officers/ shareholders of
                      the Company. These amounts are
                      non-interest bearing and are
                      payable on demand                  $1,778,925   $1,778,925

                    Unsecured non-interest bearing cash
                      advances from Clifton Mining
                      Company. The company is a
                      shareholder of Clifton and has
                      some common management                 96,583      121,483

--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

7.  Related         Unsecured non-interest bearing
    Party             notes payable to directors of the
    Payables          Company, due on demand                 31,328       31,328
    Continued                                            -----------------------
                                                         $1,906,836   $1,919,736
                                                         =======================


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

                                                                Years Ended
                                                                December 31,
                                                           --------------------
                                                             2000        1999
                                                           --------------------
                    Income tax benefit at statutory rate   $   6,000   $ 17,000
                    Expiration of net operating loss        (162,000)         -
                    Expiration of investment tax credit      (23,000)         -
                    Change in valuation allowance            179,000    (17,000)
                                                           --------------------
                                                           $       -   $      -
                                                           ====================


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

                                                             Years Ended
                                                             December 31,
                                                       ------------------------
                                                           2000         1999
                                                       ------------------------
                    Net operating loss carryforward    $ 3,443,000  $ 3,599,000
                    Investment tax credit carryforward           -       23,000
                                                       ------------------------
                                                         3,443,000    3,622,000

                    Valuation allowance                 (3,443,000)  (3,622,000)
                                                       ------------------------
                                                       $         -  $         -
                                                       ========================

--------------------------------------------------------------------------------
                                                                            F-14
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

8.  Income          As of December 31, 2000, the Company had net operating
    Taxes           losses of approximately $10,141,000 which begin to expire in
    Continued       2001. If substantial changes in the Company's ownership
                    should occur, would be an annual limitation of the amount of
                    net operating loss carryforwards which could be utilized.

                    The ultimate realization of these carryforwards is due, in
                    part, on the tax law in effect at the time and future events
                    which cannot be determined.

9.  Supplemental    Actual amounts paid for interest and income taxes are as
    Cash Flow       follows:
    Information
                                                           December 31,
                                                     --------------------------
                                                        2000           1999
                                                     --------------------------
                    Interest                         $   4,106       $    457
                                                     ==========================
                    Income Taxes                     $       -       $      -
                                                     ==========================

10. Fair Value of   The Company's financial instruments consist of cash,
    Financial       marketable securities, payables, and notes payable. The
    Instruments     carrying amount of cash, marketable securities, 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.

11. Commitments     The Company may become subject to investigations, claims or
    and             lawsuits ensuing out of the conduct of its business,
    Contingencies   including those related to environmental safety and health,
                    product liability, commercial transactions etc. The Company
                    is currently not aware of any such items which it believes
                    could have a material adverse affect on its financial
                    position.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

12. Recent          SFAS No. 133, Accounting for Derivative Instruments and
    Accounting      Hedging Activities, was issued in June 1998 and amended by
    Pronouncements  SFAS No. 138, issued in June 2000. The requirements of SFAS
                    No. 133, as amended, will be effective for the Company in
                    the first quarter of the fiscal year beginning January 1,
                    2001. The standard establishes accounting and reporting
                    standards for derivative instruments embedded in other
                    contracts and for hedging activities. Under the standard,
                    certain contracts that were not formerly considered
                    derivatives may now meet the definition of a derivative. The
                    Company has determined SFAS 133 to have no impact on the
                    Company's financial position and results of operations
                    because the Company has no derivative activity.

                    SFAS No. 140, Accounting for Transfers and Servicing of
                    Financial Assets and Extinguishments of Liabilities, was
                    issued in September 2000. SFAS No. 140 is a replacement of
                    SFAS No. 125, Accounting for Transfers and Servicing of
                    Financial Assets and Extinguishments of Liabilities. Most of
                    the provisions of SFAS No. 125 were carried forward to SFAS
                    No. 140 without reconsideration by the Financial Accounting
                    Standards Board (FASB), and some were changed only in minor
                    ways. In issuing SFAS No. 140, the FASB included issues and
                    decisions that had been addressed and determined since the
                    original publication of SFAS No. 125. SFAS No. 140 is
                    effective for transfers after March 31, 2001. Management
                    does not expect the adoption of SFAS No. 140 to have a
                    significant impact on the financial position or results of
                    operations of the Company.

                    In December 1999, the Securities and Exchange Commission
                    ("SEC") issued Staff Accounting Bulletin No. 101 (SAB 101"),
                    Revenue Recognition in Financial Statements, which provides
                    guidance on the recognition, presentation, and disclosure of
                    revenue in financial statements filed with the SEC. SAB 101
                    outlines the basic criteria that must be met to recognize
                    revenue and provides guidance for disclosure related to
                    revenue recognition policies. The adoption of this standard
                    in 2000 did not result in any significant change in the
                    Company's financial statements.

--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements

                                                                       Continued
--------------------------------------------------------------------------------

13. Subsequent      Stock Purchase Agreement
    Events          The Company has entered into an agreement and plan of share
                    exchange with another company. The agreement calls for the
                    issuance of capital stock in exchange for all of the issued
                    and outstanding capital stock of the other company.

                    Settlement and Release Agreement
                    The Company has entered a settlement and release agreement
                    with Clifton. The agreement calls for the transfer of mining
                    claims and certain other assets, which carry an aggregate
                    book value at December 31, 2000 of $0, to Clifton in
                    exchange for the release of the Clifton obligation which at
                    December 31, 2000 was $96,583. The agreement is subject to
                    shareholder approval.

14. Restated        The Company has restated the accompanying financial
    Financial       statements to remove amounts previously recorded for mining
    Statements      claims and mine development costs. In 1995, the Financial
                    Accounting Standards Board issued Statement of Financial
                    Accounting Standards No. 121, Accounting for the Impairment
                    of Long-Lived Assets and for Long-Lived Assets to be
                    Disposed Of," (SFAS 121). In accordance with SFAS 121, any
                    capitalized costs related to mine development that are not
                    supported by proven reserves, as documented in a formal
                    reserve study, are required to be written off as impairment
                    losses. During 1998, the Company was unable to obtain a
                    formal reserve study to support the capitalized costs.
                    Accordingly, the Company has revised its 1998 financial
                    statements to record an impairment loss of $78,883 for the
                    impairment of mining claims and mine development costs.
                    Therefore, the accompanying 2000 and 1999 financial
                    statements have been revised to remove the previously
                    recorded costs associated with mining claims and mine
                    development costs and to adjust the accumulated deficit
                    accordingly. This adjustment did not affect the Statement of
                    Operations or the Statement of Cash Flows for 2000 and 1999.

--------------------------------------------------------------------------------
                                                                            F-17