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, 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 jurisdiction                          (IRS employer
           of incorporation)                              identification no.)

      70 West Canyon Crest Rd., Suite D,                  (801) 756-1414
              Alpine, Utah 84004                 (Registrant's telephone number,
   (Address of principal executive offices)            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>

                        AMERICAN CONSOLIDATED MINING CO.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 1998


                                     PART I

Item 1.    Descriptoin of Business ............................................3
Item 2.    Description of Property ............................................4
Item 3.    Legal Proceedings ..................................................5
Item 4.    Submission of Matters to a Vote of Security Holders ................5

                                     PART II

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

                                    PART III

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

                                       2
<PAGE>

                                     PART I

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 develop these claims and has not
conducted any mining 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 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
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

                                       3
<PAGE>

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, but not limited to, (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 immediately prior to the closing, (iii) the
Company having no more than $10,000 in liabilities at the closing date, and (iv)
satisfactory completion of due diligence by the parties. 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, all with a net book value of approximately $16,000
as of November 2, 2001. 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 as needed on a part time basis. 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 develop 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's cost to acquire these six patented claims
was approximately $23,250 and no depletion has been taken with respect to the
claims.

         The Company has financed the purchase of its remaining two patented
claims. The total purchase price for these claims was $43,791. The seller
financed the Company's purchase of these patents and 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

                                       4
<PAGE>

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. No depletion has been taken
with respect to the claims securing the obligation.


Item 3. Legal Proceedings

         The Company is not a party to, nor are its properties the subject of,
any pending legal proceedings.


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.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       5
<PAGE>

                                     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
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, for the development of the Company's
business.

Sales of Equity Securities

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

                                       6
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.

Financial Position

         The Company had $4 in cash as of December 31, 2000. This represents a
decrease of $190 from December 31, 1999. 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 ($2,465,392) at December 31, 2000 and net losses
of ($16,484) and ($49,101) for the years ended December 31, 2000 and 1999,
respectively.

Plan of Operation

         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
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, but not limited to, (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 immediately prior to the closing, (iii) the
Company having no more than $10,000 in liabilities at the closing date, and (iv)
satisfactory completion of due diligence by the parties. 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

                                       7
<PAGE>

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, all with a net book value of approximately $16,000
as of November 2, 2001. 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.

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" within
the meaning of the Private Securities Litigation Reform Act of 1995.

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

Item 7.  Financial Statements

         See attached financial statements.

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

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

                                       8
<PAGE>

                                    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 November 2, 2001:


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

  William D. Moeller (1)   64     Chief Executive Officer              1981

  Steven J. Haslam         61     Director and President               1982

  Robert J. Holladay       53     Director and Vice-President          1983

  John M. DeNiro           61     Director, Secretary and Treasurer    1986

  Keith W. Moeller         40     Vice-President                       1981

  Scott S. Moeller         38     Acting Secretary and Controller      1990
---------------

         William D. Moeller. Mr. Moeller has been with the Company since 1981.
He is the Chief Executive Officer of the Company. Prior to his resignation in
October 1999, Mr. Moeller had also acted as the Chairman of the Board of the
Company. His principal occupation for the past five years was acting as the
Chief Executive Officer of the Company and president of Clifton. Mr. Moeller
holds no other directorships in reporting companies.

         Steven J. Haslam. Mr. Haslam has been with the Company since 1982. He
is the President and a director of the Company. His principal occupation for the
past five years has been acting as a sales representative for Paragon Press. He
graduated from the University of Utah with a Bachelors of Science degree in Fine
Arts. Mr. Haslam holds no other directorships in reporting companies.

         Robert J. Holladay. Mr. Holladay has been with the Company since 1983.
He is a Vice-President and director of the Company. His principal occupation for
the past five years was acting as the Vice-President of Clifton and as a
managing partner of Resource Recycling. He graduated from Brigham Young
University with a Bachelors of Science degree in Chemistry and a Masters in
Business Administration. Mr. Holladay holds no other directorships in reporting
companies.

         John M. DeNiro. Mr. DeNiro has been with the Company since 1986. He is
the Secretary, Treasurer and a director of the Company. His principal occupation
for the past five years was acting as the Chief Financial Officer of American
Asphalt and Grading Company. He graduated from the University of Utah with a
Bachelors of Science degree in Accounting. Mr. DeNiro holds no other
directorships in reporting companies.

                                       9
<PAGE>

         Keith W. Moeller. Mr. Moeller has been with the Company since 1981. He
is a Vice-President of the Company. His principal occupation for the past five
years was acting as the Vice-President of the Company. He graduated from Brigham
Young University with a Bachelors of Science degree in Business. Mr. Moeller
holds no other directorships in reporting companies.

         Scott S. Moeller. Mr. Moeller has been with the Company since 1990. He
is the acting Secretary and the Controller of the Company. Mr. Moeller's
principal occupation for the past five years was acting as a Vice-President of
Clifton. He graduated from Brigham Young University with a Bachelors of Science
degree in Accounting. Mr. Moeller holds no other directorships in reporting
companies.

Identify Significant Employees

         The Company has no significant employees.

Family Relationships

         William D. Moeller, the Company's Chief Executive Officer, is the
father of Keith W. Moeller, a Vice-President of the Company, and Scott S.
Moeller, the acting Secretary and Controller of the Company.

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 none of the Company's executive officers or directors have filed
initial reports of ownership or reports of changes in ownership.

Item 10. Executive Compensation

         The tables below set forth certain information concerning compensation
paid by the Company to its Chief Executive Officer and all other executive
officers with annual compensation in excess of $100,000 (determined for the year
ended December 31, 2000) (the "Named Executive Officers"). The tables include
information related to stock options granted to the Named Executive Officers.

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

                                       10
<PAGE>
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                            Annual Compensation                 Long-Term Compensation Awards
                                            -------------------                 -----------------------------
                                                                             Restricted  Stock                     All Other
       Name and                                             Other Annual     Stock       Options/    LTIP        Compensation
   Principal Position     Year   Salary ($)   Bonus ($)    Compensation($)   Awards ($)    SAR(#)    Payouts($)       ($)
   ------------------     ----   ----------   ---------    ---------------   ----------    ------    ----------  ------------
<S>                       <C>        <C>         <C>             <C>            <C>         <C>         <C>           <C>
William D. Moeller        1998       (1)         ---             ---            ---         ---         ---           ---
CEO                       1999       (1)         ---             ---            ---         ---         ---           ---
                          2000       (1)         ---             ---            ---         ---         ---           ---
---------------
</TABLE>

(1) The Company has not had sufficient funds to pay Mr. Moeller's salary which
has accrued from late 1980 at the rate of $60,000 per year. As a result, the
salary obligation has been deferred until the Company has the ability to pay the
amounts owed. The amount deferred at December 31, 2000 for William D. Moeller
was approximately $1,003,350. As of December 31, 2000, no interest had been
accrued on the deferred amount. In addition, total deferred salaries for the
Company, including the above amount, at December 31, 2000 was approximately
$1,778,925.

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. The Company has agreed to compensation
each of the directors with an award of 10,000 shares of common stock (after
giving effect to the proposed 100 for 1 reverse stock split) as payment for
services rendered. However, no stock compensation will be paid until and unless
the Company closes on the Share Exchange Agreement. 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
obligation has been deferred until the Company has the ability to pay the
amounts owed. The amount deferred at December 31, 2000 was $1,778,925. At
present, no interest has been accrued on the deferred amount. The Company has,
however, agreed to compensation each of the Company's officers with an award of
10,000 shares of common stock (after giving effect to the proposed 100 for 1
reverse stock split) as an additional payment for services rendered. However, no
such stock compensation will be paid until and unless the Company closes on the
Share Exchange Agreement.

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 November 2, 2001,
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 November 2, 2001, the Company had 69,998,900 shares of common stock
outstanding no person was known by the Company to beneficially own more than 5
percent of the Company's outstanding common stock.

                                       11
<PAGE>
<TABLE>
<CAPTION>
        Name and Address             Shares Beneficially        Percentage of Shares
     Of Beneficial Owner(1)                 Owned                Beneficially Owned                    Position
     ----------------------                 -----                ------------------                    --------
<S>                                      <C>                         <C>                  <C>
William D. Moeller                           100,000                        *             Chief Executive Officer

Steven J. Haslam                           1,291,000                    1.32%             Director and President

Robert J. Holladay                           197,778                        *             Director and Vice-President

John M. DeNiro(2)                                364                        *             Director, Secretary and Treasurer

Keith W. Moeller                              22,141                        *             Vice-President

Scott S. Moeller                               2,580                        *             Acting Secretary and Controller

Executive Officers and Directors           1,613,863                    2.31%
as a Group (six persons)
--------------------------
* Less than 1%.
------------------
</TABLE>
(1)      Except where otherwise indicated, the address of the beneficial owner
         is deemed to be the same address as the Company.

(2)      Does not include 391,500 shares of common stock that are held by
         various family members of Mr. DeNiro for which Mr. DeNiro disclaims
         beneficial ownership.

Changes in Control

         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, but not limited to, (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 immediately prior to the closing, (iii) the
Company having no more than $10,000 in liabilities at the closing date, and (iv)
satisfactory completion of due diligence by the parties. 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.

Item 12. Certain Relationships and Related Transactions

         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, all with a net book value of approximately $16,000
as of November 2, 2001. In consideration therefore, Clifton Mining Company will

                                       12
<PAGE>

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.

Item 13. Exhibits and Reports on Form 8-K

Exhibits

         Listed on page 15 hereof.

Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the fourth
quarter ended December 31, 2000.

                                       13
<PAGE>

                                   SIGNATURES

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

                                               AMERICAN CONSOLIDATED MINING CO.
                                              (Registrant)



Date: November 14, 2001                        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             November 14, 2001
------------------------
William D. Moeller


/s/ Steven J. Haslam       Director and President              November 14, 2001
------------------------
Steven J. Haslam


/s/ Robert J. Holladay     Director and Vice-President         November 14, 2001
------------------------
Robert J. Holladay


/s/ John M. DeNiro         Director, Secretary and Treasurer   November 14, 2001
------------------------
John M. DeNiro


/s/ Scott S. Moeller       Controller, Principal Financial     November 14, 2001
------------------------   Officer and Acting Secretary
Scott S. Moeller


                                       14
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.                     DESCRIPTION OF EXHIBIT


3(i).1            Articles of Incorporation of the Company, dated November 4,
                  1980

3(i).2            Articles of Amendment, dated November 24, 1980

3(i).3            Articles of Amendment to the Articles of Incorporation, dated
                  July 31, 1986

3(i).4            Amendment to the Articles of Incorporation, dated May 29, 1992

3(ii).1           Bylaws of the Company

10.1              Agreement and Plan of Share Exchange Between American
                  Consolidated Mining Co. and Renaissance Man, Inc., dated July
                  14, 2001.

10.2              Settlement and Release Agreement between the Company and
                  Clifton Mining Co., dated September 25, 2001

10.3              Revolving Loan Agreement, by and between the Company and
                  Clifton Mining Company, dated May 6, 1998.


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




<PAGE>

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


                                                                    Page


Independent Auditor's Report                                         F-2


Balance Sheet                                                        F-3


Statement of Operations                                              F-4


Statement of Shareholders' Deficit                                   F-5


Statement of Cash Flows                                              F-6


Notes to Financial Statements                                        F-7


                                       F-1
<PAGE>

                        AMERICAN CONSOLIDATED MINING CO.

                          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.


                                    TANNER + CO.



Salt Lake City, Utah
September 12, 2001

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                                                            AMERICAN CONSOLIDATED MINING CO.
                                                                                               Balance Sheet
                                                                                                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                                                       80,883            82,687
Other assets                                                                      10,500            17,600
                                                                       -----------------------------------

                                                                       $         121,280  $        145,321
                                                                       -----------------------------------

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

         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                                                     (10,505,670)      (10,489,186)
                                                                       -----------------------------------

              Total shareholders' deficit                                     (2,465,392)       (2,440,634)
                                                                       -----------------------------------

                                                                       $         121,280  $        145,321
                                                                       -----------------------------------



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

See accompanying notes to financial statements.                                                          F-3
</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-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                AMERICAN CONSOLIDATED MINING CO.
                                                                              Statement of Shareholders' Deficit
                                                                          Years Ended December 31, 2000 and 1999
----------------------------------------------------------------------------------------------------------------



                                                                 Accumulated
                              Common Stock         Capital in       Other
                        -------------------------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  $   (10,440,085) $  (2,323,470)

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      (10,489,186)    (2,440,633)

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
  income                                                                                               (24,759)
                        --------------------------------------------------------------------------------------

Balance at
December 31, 2000          69,998,000  $  699,990  $  7,323,739  $      16,549  $   (10,505,670) $  (2,465,392)
                        --------------------------------------------------------------------------------------



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

See accompanying notes to financial statements.                                                              F-5
</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-6
</TABLE>
<PAGE>

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

1.   Organization Organization
     and          American Consolidated Mining Co. (the Company), did not have
     Summary of   ongoing operations during the years ended December 31, 2000
     Significant  and 1999. During this period, the Company has been primarily
     Accounting   engaged in seeking a potential merger opportunity with an
     Policies     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-7
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Organization Property and Equipment - Continued
     and          Costs incurred to purchase mining claims and development costs
     Summary of   incurred on properties identified as having development
     Significant  potential have been capitalized. Development costs include
     Accounting   costs incurred for geologists' services, geological surveys,
     Policies     assays and drilling. When a project is determined to be
     Continued    commercially feasible, these costs are added to "deferred mine
                  development costs." Future costs incurred to prepare these
                  properties for commercial operation will also be capitalized.
                  Once operations at commercial levels have commenced, these
                  costs will be charged against 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-8
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.   Organization Earnings Per Common and Common Equivalent Share The
     and          computation of basic earnings per common share is computed
     Summary of   using the weighted average number of common shares outstanding
     Significant  during the year.
     Accounting
     Policies     The computation of diluted earnings per common share is based
     Continued    on the weighted average 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-9
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

3.   Payables                                               December 31,
     and Accrued                                    ---------------------------
     Expenses                                             2000          1999
                                                    ---------------------------

                  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 Clifton
     Securities   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
                                                          December 31,
                                                 ------------------------------
                                                       2000          1999
                                                 ------------------------------

                  Cost                           $      13,344  $        20,017
                  Unrealized holding gain               16,549           24,823
                                                 ------------------------------

                  Carrying value                 $      29,893  $        44,840
                                                 ------------------------------

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)


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

                                                                            F-10
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

                  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:
     Equipment
                                                           December 31,
                                                   ----------------------------
                                                         2000         1999
                                                   ----------------------------

                  Mining claims                    $      67,041  $     67,041
                  Deferred mine development costs         11,842        11,842
                  Machinery and equipment                 42,616        42,616
                  Vehicles                                 2,221         2,221
                  Office equipment and fixtures           16,941        16,941
                                                   ---------------------------
                                                         140,661       140,661

                  Less accumulated depreciation
                    and amortization                     (59,778)      (57,974)
                                                   ---------------------------

                                                   $      80,883  $     82,687
                                                   ---------------------------

                  Mining Properties
                  The Company's property 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.

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

                                                                            F-11
<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 Party
     Payables
<TABLE>
<CAPTION>
                  Payables to related parties consist of the following:

                                                                  December 31,
                                                          ---------------------------
                                                              2000          1999
                                                          ---------------------------
                  <S>                                     <C>           <C>
                  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  $  1,766,925

                  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-12
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

7.   Related Party
     Payables
     Continued    Unsecured non-interest bearing notes
                  payable to directors of the Company,
                  due on demand                                 31,328        31,328
                                                          ---------------------------

                                                          $  1,906,836  $  1,919,736
                                                          ---------------------------
<CAPTION>
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
                                                                 --------------------------------
                  <S>                                            <C>               <C>
                  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)
                                                                 --------------------------------

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

                                                                       December 31,
                                                             --------------------------------
                                                                   2000            1999
                                                             --------------------------------
                  <S>                                        <C>               <C>
                  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)
                                                             --------------------------------

                                                             $              -  $            -
                                                             --------------------------------
</TABLE>
--------------------------------------------------------------------------------

                                                                            F-13
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

8.   Income       As of December 31, 2000, the Company had net operating losses
     Taxes        of approximately $10,141,000 which began to expire in 1999. If
     Continued    substantial changes in the Company's ownership should occur,
                  there 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
     Cash Flow
     Information
                  Actual amounts paid for interest and income taxes are as
                  follows:

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

                  Interest           $            4,106  $           457
                                     -----------------------------------

                  Income taxes       $                -  $             -
                                     -----------------------------------

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

                  The Company may become subject to investigations, claims or
                  lawsuits ensuing out of the conduct of its business, 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-14
<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
     Pronounce-   SFAS No. 138, issued in June 2000. The requirements of SFAS
     ments        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.

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                                                                            F-15
<PAGE>

                                                AMERICAN CONSOLIDATED MINING CO.
                                                   Notes to Financial Statements
                                                                       Continued
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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 the
                  mining claims and certain other assets with an aggregate value
                  at December 31, 2000 of $69,401 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.

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