UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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) ~~August 9~~ November 30, 2004

~~ANGELO AND MAXIE’S~~AM-CH, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9684	33-0147725
(State of other jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State of other jurisdiction of	(Commission	(I.R.S. Employer
2 North Riverside, Chicago, Illinois		60606
Incorporation or organization)	File Number)	Identification No.)
(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code (312) 466-3966
(Former name or former address, if changed since last report.)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

2 North Riverside, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (c312) ~~Exhibits~~ 466-3966

~~99.1~~(Angelo ~~Press~~and ~~Release dated August 9~~Maxie’s, ~~2004~~Inc.)

~~ITEM~~(Former 9.name, ~~REGULATION~~if FDchanged ~~DISCLOSURE~~since last report)

~~On August 9,~~ITEM ~~2004, the Registrant issued a press release entitled “Angelo and Maxie’s announces Stockholders Meeting~~2.~~” A~~01. ~~copy~~Completion of ~~the~~Acquisition ~~press~~or ~~release~~Disposition isof ~~attached as Exhibit 99~~Assets.1.

~~The~~On ~~information~~November ~~in this Current Report~~30, ~~including~~2004 the ~~accompanying~~ ~~Exhibit~~Registrant ~~99-1,~~completed isits ~~being~~previously ~~furnished~~announced ~~pursuant~~sale ~~to Item 9~~ of ~~Form~~its ~~8-K~~last ~~and~~operating steakhouse ~~shall~~located ~~not be~~in ~~deemed~~New York to beA&M ~~"filed"~~Acquisition, ~~for~~LTD, ~~the~~a ~~purposes~~New ofYork ~~Section~~limited liability 18company. Pursuant ofto the ~~Securities~~purchase ~~and~~agreement, ~~Exchange~~the ~~Act~~Company ofreceived ~~1934~~$4,500,000 asin ~~amended~~cash ~~(the~~subject ~~"Exchange~~to ~~Act"),~~certain oradjustments ~~otherwise~~for ~~subject~~current toassets ~~the~~and ~~liability~~current ofliabilities. On ~~such~~December ~~section~~6, ~~nor~~2004, ~~shall~~the ~~such information~~Registrant beissued ~~deemed~~a press ~~incorporated~~release byannouncing ~~reference in any filing under~~ the sale. The ~~Securities~~Registrant ~~Act~~hereby ofincorporates ~~1933,~~by asreference ~~amended, or~~ the ~~Exchange~~information ~~Act,~~set ~~regardless~~forth ofin the ~~general~~press ~~incorporation language of such filing~~release, ~~except~~a ascopy ~~shall~~of bewhich ~~expressly~~is ~~set forth~~attached byhereto ~~specific~~as ~~reference~~Exhibit ~~in such filing~~99.1.

~~SIGNATURES~~ITEM 9.01. Financial Statements and Exhibits.

~~Pursuant~~(b) Pro toforma ~~the~~financial ~~requirements 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.~~information

	ANGELO AND MAXIE’S, INC. (Registrant)
Date: August 9, 2004	By:	/s/ GREG GROSVENOR
	Greg Grosvenor
	Chief Financial Officer and Secretary

Pro Forma Balance Sheet

2(c) Exhibits

99.1 Press Release dated December 6, 2004.

SIGNATURES

Pursuant to the requirements 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.

	AM-CH, INC. (Registrant)


Date: December 6, 2004	By:	/s/ Greg Grosvenor
		Greg Grosvenor
		Chief Financial Officer

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated balance sheet as of September 27, 2004 is based upon the historical financial statements of the Company, adjusted to illustrate the effect of the sale as if it had been consummated on September 27, 2004. As the Company has sold all of its restaurants, a consolidated statement of operations has not been presented, since such a presentation would not be meaningful. However, it is anticipated that estimated monthly revenue of approximately $12,000 will be offset by estimated monthly expenses of approximately $50,000.

The unaudited pro forma consolidated financial information is presented for informational purposes only and is not intended to be indicative of actual consolidated results of operations or consolidated financial position that would have been achieved had the sale been consummated as of the date indicated above nor does it purport to indicate results which may be attained in the future.

The unaudited pro forma consolidated financial information should be read in conjunction with the historical consolidated financial statements of the Registrant, including the notes thereto, which are included in its Annual Report on Form 10-K for the fiscal year ended December 29, 2003, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2004, and its Quarterly Reports on Form 10-Q, for the quarterly period ended March 29, 2004, filed with the SEC on May 13, 2004, for the quarterly period ended June 28, 2004, filed with the SEC on August 12, 2004, and for the quarterly period ended September 27, 2004, filed with the SEC on November 15, 2004.

AM-CH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	September 27, 2004		Sold Properties		Pro Forma
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	7,140		4,854		11,994
Accounts receivable, net	99		(67	)	32
Inventories	115		(115	)	0
Prepaid expenses and other current assets	744		(694	)	50
Total current assets	8,098		3,978		12,076
Equipment and improvements:
Equipment	540		(540	)	0
Leasehold interests and improvements	915		(915	)	0
	1,445		(1,455	)	0
Less: Accumulated depreciation and amortization	785		(785	)	0
Equipment and improvements, net	670		(670	)	0
Other non-current assets:
Restricted cash	2,302		(272	)	2,030
Leased property under capital leases, net	1,032				1,032
Intangibles, net	1,543		(1,543	)	0
Other non-current assets	112		(15	)	97
Total other non-current assets	4,989		(1,830	)	3,159
Total assets	13,757		1,478		15,235

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of non-current liabilities	33				33
Accounts payable	884		(380	)	504
Accrued liabilities	1,501				1,501
Deferred gain	0		0		0
Total current liabilities	2,418		(380	)	2,038
Non-current liabilities (excluding current portion):
Long-term portion of capital lease obligation	1,820				1,820
Other long-term obligations	96				96
Total non-current liabilities (excluding current portion)	1,916		0		1,916
Stockholders’ equity:
Preferred stock	4,135				4,135
Common stock	20				20
Additional paid-in capital	65,460				65,460
Retained deficit	(60,192	)	1,858		(58,334	)
Total stockholders’ equity	9,423		1,858		11,281
Total liabilities and stockholders’ equity	13,757		1,478		15,235

Filing Compare · AM-CH, INC.