AMERICAN CONSOLIDATED GROWTH CORP
8-K, 1996-05-15
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K


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

      Date of Report (Date of earliest event reported) FEBRUARY 1, 1996
                                     

                  AMERICAN CONSOLIDATED GROWTH CORPORATION
                  ----------------------------------------
           (Exact name of registrant as specified in its charter)


                                          
            DELAWARE                   0-16447              52-1508578 
            --------                   -------              ----------
   (State of incorporation)   (Commission File Number)     (IRS Employer 
                                                            ID number)


       8100 EAST ARAPAHOE ROAD, SUITE 309, ENGLEWOOD, COLORADO    80112
       -------------------------------------------------------------------
                  (Address of principal executive offices)      (Zip Code)

         Registrant's telephone number, including area code:  303-220-8686
                                                              ------------



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                                   FORM 8-K
 
                                Current Report
                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


Item 1.  CHANGES IN CONTROL OF REGISTRANT.
           See Item 5 below

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
           See Item 5 below

Item 3.  BANKRUPTCY OR RECEIVERSHIP.
           Not Applicable

Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
           Not Applicable

Item 5.  OTHER EVENTS.

         The following persons have been appointed as officers and 
         directors of the Registrant, following confirmation of acceptance 
         received by the Company on January 25, 1996:
         Mickey E. Fouts, Chairman of the Board of Directors and acting 
         Chief Executive Officer Greg Bohannon, Chief Financial Officer, 
         Norman L. Fisher, Vice President and Treasurer, Geoffrey P. 
         Dawson, Director and Joe Lee, Director. Except as indicated 
         herein, all other officers and directors retain their prior 
         positions with the Registrant.

         The Board of Directors has established the following committees 
         following confirmation of acceptance received by the Company on 
         January 25, 1996:
         
         Audit Committee. Members are Chairman, Mickey E. Fouts and outside 
         director, Joe Lee. The Company anticipates that a third member 
         will be added upon expansion of the Board to include one 
         additional outside director.

         Compensation Committee. Members are Chairman Mickey E. Fouts, 
         outside director, Geoff P. Dawson and Chief Financial Officer, 
         Greg Bohannon.
         
         Executive Committee. Members are Chairman, Mickey E. Fouts, 
         director and Treasurer, Norman L. Fisher and Chief Financial 
         Officer, Greg Bohannon. The Executive Committee anticipates 
         utilizing Louis F. Coppage as a special consultant to the 
         Executive Committee.
         
         The Board of Directors has accepted the resignation of Norman L. 
         Fisher, outgoing Chairman of the Board, President and Chief 
         Executive Officer, and Gary L. Flater, outgoing Treasurer and 
         Director, effective immediately. A copy of both resignation 
         letters are attached. Except as indicated herein, all other 
         officers and directors retain their prior positions with the 
         Registrant.
         
         
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         On January 25, 1996, the Company's wholly owned subsidiary, 
         Eleventh Hour, Inc., received confirmation it had secured the 
         right to provide temporary placement services to a Fortune 500 
         company in the short term followed by permanent placement services 
         over an extended period. Although the arrangement is terminable 
         upon relatively short notice and management can provide no 
         assurance such arrangements will be in effect indefinitely, in the 
         view of management the potential long term economic benefits over 
         time may be significant and may have a favorable material impact 
         on the future revenues and earnings of the Company.
         
         

Item 6.  RESIGNATION OF REGISTRANT'S DIRECTORS.
           Not Applicable

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
         EXHIBITS.
           Not Applicable

Item 8.  CHANGE IN FISCAL YEAR.
           Not Applicable




<PAGE>

                            SIGNATURES

 
Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized on this 1st day of February, 1996.

                                  By: /s/ MICKEY E. FOUTS
                                     ---------------------------
                                     Mickey E. Fouts
                                     Chairman and CEO

Dated February 1, 1996




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