Business Development

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

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

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

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

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

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

Description of the Business

Overview

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

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

On March 23, 2004, the Company entered into a license agreement with Beta Foods, LLC (the "Beta Agreement"). The Company has obtained an exclusive license to enhance, commercialize, manufacture and market the all-natural plant product compound (the trade secret technology) developed by Dr. Jack Watkins in the United States, Mexico, Central America, Canada and all countries in the European Union for a term of fifty years. In consideration for the license, the Company agreed to pay Beta Foods, LLC (i) a 10% royalty on product sales, (ii) $300,000 and (iii) 2,500,000 shares of the Company's restricted stock, which payment has not been paid and which shares have not yet been issued. Approximately 25% of Beta Foods, L.L.C. is beneficially owned by family members of Mr. George Mappin, a director and officer of the Company, approximately 25% of Beta Foods, L.L.C. is beneficially owned by Mr. Herschel Walker, a director and officer of the Company and approximately 25% of Beta Foods, L.L.C. is beneficially owned by family members of Mr. Richard Shanks, a shareholder of the Company.

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

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

Sunutra(TM)

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

Distribution and Marketing

The Company's business plan does not contemplate distributing this powder or a food product containing it directly to the consumer at first, but selling the powder custom blended by product to leading food manufacturers to include in their domestic or worldwide product lines. The Company believes this will be attractive to food manufacturers because it will allow these selected manufacturers to sell a more nutritious product or a nutritious version of an existing product. In furtherance of the its objective, the Company has also started to assemble a management team of experienced professionals within the food industry to commercialize this product.

Agreements

In March 2005, the Company entered into an agreement with Nu Specialty Foods Group, LLC, a North Carolina limited liability company located in Graham, North Carolina whereby Nu Specialty Foods shall purchase Sunutra(TM) powders for incorporation into their biscuit product line. Specifically, the products covered by this agreement as for the food service industry and consist of frozen unbaked biscuit dough, frozen baked biscuits, and biscuit dry-mix. Nu Specialty will possess the exclusive right to manufacture these products with Sunutra(TM) for a period of three (3) years provided certain minimum purchase requirements are maintained. This agreement was amended in July 2005 to provide that Nu Specialty make minimum payments of $25,000 in July 2005, $25,000 on or before August 15, 2005 and $57,848 on or before September 30, 2005 in consideration for Company product. Nu Specialty paid the July payment, but is in default in paying the August and September payments and we do not expect Nu Specialty to further perform under this agreement. Further, Nu Specialty has requested a return of the $25,000 payment, but the Company has rejected their request. Nu Specialty is a specialized food company that supplies certain fast food chains as well as school lunch programs across the U.S.

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

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

Source and Availability of Raw Materials

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

Trademarks and Patents

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

Regulation

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

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

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

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

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

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

Competition

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

Research and Development

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

Backlog

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

Employees

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