UNITED STATES
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): April 05, 2007
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(Exact Name of Registrant as Specified in Charter)
TEXAS xxxxxxx XXXXXXX
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
11919 Sunray Avenue, Suite B; Baton Rouge, Louisiana 70816
(Address of principal executive offices)
(225)-292-5139
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 23, 2007 Consolidated Minerals Management, Inc. (hereinafter
referred to as CMMI) settled all claims made against CMMI in Cause No.
2005-25849, in the 113th District Court, Harris County, Texas, Patrick Palmer v.
North American Reserve Corp., et al., were dismissed with prejudice. All debt
obligations between CMMI or Intercontinental Fuels, LLC (the"Terminal") and
North American Reserve Corp. or Dr. David Zehr and any of their principals or
affiliates were compromised and released. The releases included the cancellation
and return of two CMMI debentures in favor of Dr. Zehr aggregating $2.35
million, a promissory note totalling $150,000, any and all other note agreements
with Dr. Zehr, as well as the cancellation of a promissory note payable by
Intercontinental Fuels, LLC to Brent Bossart in the original principal amount of
$85,000. In return, CMMI released North American from an indebtedness in the
approximate amount of $55,000 for proceeds from the Par Minerals oil and gas
investment. In addition, North American or Bossart satisfied a promissory note
from Intercontinental Fuels, LLC to Regions Bank in the approximate amount of
$150,000. In connection with the settlement, legal title to the Terminal was
first placed in North American, then transferred by North American to 17617
Aldine Westfield Road, LLC, a Texas Limited Liability Company ("17617"). The
Terminal has been leased by 17617 to Intercontinental Fuels, LLC for 18 months
with an option to purchase at a price of $3.55 million.
In addition, on April 3, 2007, the Company entered into an Investment
Banking Agreement with CapNet Securities, Inc. ("CapNet"). Under the Agreement,
CapNet will provide the following services: arrange referrals for valuation
services, assist in the development of a capital structure and financial plan
for the company, help to organize a fund-raising for the company for both
working capital and capital expenditures, act as a placement agent for a
fund-raising if and when such is offered by the company and assist in the
negotiation and completion of any merger and/or acquisitions by the company.
Under the agreement, CapNet Securities will be compensated in cash and stock
based on certain successful outcomes. This will generally be in the range of
ten percent in cash and stock of the offered amounts.
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 2, 2007, Gaines & Company, Inc. ("Gaines") resigned as the Company's
independent accountant. In both of the two most recent fiscal years, Gaines'
report on CMMI's financial statements contained an adverse opinion regarding
CMMI's ability to continue as a going concern.
There were no disagreements with Gaines on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
The decision to change accountants was approved by the board of directors.
On April 4, 2007, the Company engaged James B. McElravy, P.C. ("McElravy"), as
its independent accountant. Neither CMMI nor anyone acting on its behalf
consulted McElravy
regarding the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
CMMI's financial statements.
CMMI's letter to Gaines is attached to this Form 8-K as an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Consolidated Medical Management, Inc.
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(Registrant)
By:
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Tim Byrd
CEO
Dated: April 5, 2007