UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                   FORM 10-QSB
                                   -----------

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

                  For the quarterly period ended July 31, 2004.


                          AMERICAN CONSTRUCTION COMPANY
                          -----------------------------

Nevada                 1540                               41-2079252
------                 ----                               ----------
(State or other        (Primary Standard Industrial       (I.R.S. Employer
jurisdiction of        Classification Number)             Identification Number)
incorporation or
organization)

               4340 East Charleston Avenue, Phoenix, Arizona 85032
               Telephone (480) 695-7283 Facsimile: (602) 953-6915
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

                              Incorp Services Inc.
                             6075 S. Eastern Avenue
                     Suite 1, Las Vegas, Nevada, 89119-3146
                               Tel: (702) 866-2500
           ----------------------------------------------------------
           (Name, address and telephone number for Agent for Service)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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.

          [X] Yes     [ ] No

     As of September 10, 2004,  the  Registrant  had 9,210,000  shares of Common
Stock, par value $0.001 per share outstanding.

     Transitional Small Business Disclosure Format (Check One):  [ ] Yes [X] No.



<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------


                                TABLE OF CONTENTS
                                -----------------


PART I. FINANCIAL INFORMATION................................................1

   ITEM 1.  FINANCIAL STATEMENTS.............................................1
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION OR PLAN OF OPERATIONS.................................10
   ITEM 3.  CONTROLS AND PROCEDURES.........................................12

PART II. OTHER INFORMATION..................................................13

   ITEM 1.  LEGAL PROCEEDINGS...............................................13
   ITEM 2.  CHANGES IN SECURITIES...........................................13
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................13
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............13
   ITEM 5.  OTHER INFORMATION...............................................13
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................13

SIGNATURES..................................................................13

   EXHIBIT 31.1 - CERTIFICATIONS............................................14
   EXHIBIT 32.1 - CERTIFICATIONS............................................15

































--------------------------------------------------------------------------------
American Construction Company            Table of Contents              Page i
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------


PART I. FINANCIAL INFORMATION
-----------------------------

ITEM 1. FINANCIAL STATEMENTS
----------------------------


                    AMERICAN CONSTRUCTION COMPANY & SUBSDIARY
                    -----------------------------------------
                          (A Development Stage Company)
                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------

            FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JULY 31,
         2004 AND 2003 AND THE PERIOD FROM AUGUST 5, 2002 (INCEPTION) TO
                                  JULY 31, 2004


================================================================================










                                                                        Page
                                                                        ----



Consolidated Financial Statements (Unaudited):

     Consolidated Balance Sheet                                          F-2

     Consolidated Statements of Operations                               F-3

     Consolidated Statement of Changes in Stockholders' Deficit          F-4

     Consolidated Statements of Cash Flows                               F-5

     Notes to Consolidated Financial Statements                       F-6 to F-9










--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 1
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------



                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                   (Unaudited)

                                     ASSETS

                                                                July 31, 2004
                                                               ----------------

CURRENT ASSETS
   Cash and cash equivalents                                   $         6,288
   Costs in excess of billings on uncompleted
      contracts                                                         97,234

   GST receivable                                                        3,817

                                                               ----------------
         Total assets                                          $       107,339
                                                               ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payables and accrued expenses                      $        19,162

   Shareholders loan                                                    34,547
   Due to affiliate                                                     79,602
                                                               ----------------
         Total current liabilities                                     133,311
                                                               ----------------


STOCKHOLDERS' DEFICIT
   Common stock, $.001 par value; 75,000,000 shares
      authorized, issued and outstanding 9,175,000 shares.               9,175
   Deficit accumulated during the development stage                    (35,147)
                                                               ----------------
         Total stockholders' deficit                                   (25,972)
                                                               ----------------

         Total liabilities and stockholders' deficit           $       107,339
                                                               ================











               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-2

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 2
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
     For the three month and six month periods ended July 31, 2004 and 2003
        the period from August 5, 2002 (inception) through July 31, 2004
                                   (Unaudited)

                                            Three months      Three months       Six months        Six months      August 5, 2002
                                               ended             ended             ended             ended      (inception) through
                                           July 31, 2004     July 31, 2003     July 31, 2004     July 31, 2003     July 31, 2004
                                           --------------    --------------    --------------    --------------    --------------

<S>                                        <C>               <C>               <C>               <C>               <C>
Revenue                                    $      68,108     $       6,841     $     232,626     $      35,376     $     328,924
Cost of sales                                     55,750             3,019           218,237            30,462           258,550
         Gross Profit                             12,358             3,822            14,389             4,914            70,374
                                           --------------    --------------    --------------    --------------    --------------

Expenses:
   Contracted services                                 -                 -                 -                 -            46,051
   Professional fees                               6,923             5,000             9,278             7,500            39,796
   Administrative expenses                         2,770             2,939             6,164             5,022            19,674
                                           --------------    --------------    --------------    --------------    --------------
         Total expenses                            9,693             7,939            15,442            12,522            105,521
                                           --------------    --------------    --------------    --------------    --------------

Income (loss) before income taxes                  2,665            (4,117)           (1,053)           (7,608)          (35,147)
Less: Income taxes                                     -             1,208                 -             1,208                 -
                                           --------------    --------------    --------------    --------------    --------------
Net Income (loss)                          $       2,665     $       5,325     $      (1,053)           (8,816)    $     (35,147)
                                           ==============    ==============    ==============    ==============    ==============

Basic and diluted earnings (loss)
   per share                               $           -     $           -     $           -                 -
                                           ==============    ==============    ==============    ==============    ==============

Weighted average basic and fully diluted
   shares outstanding                          9,175,000         6,270,718         9,175,000         6,270,718
                                           ==============    ==============    ==============    ==============    ==============
</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-3

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 3
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 -----------------------------------------------
    For the the period from August 5, 2002 (inception) through July 31, 2004
                                   (Unaudited)

                                                                                    Deficit
                                                                                  Accumulated
                                                                                     During
                                        Common         Common                         the
                                        Stock          Stock       Subscription   Development
                                        Shares         Amount       Receivable       Stage          Total
                                     ------------   ------------   ------------   ------------   ------------

<S>                                    <C>          <C>            <C>            <C>            <C>
Common Stock issued                    5,100,000    $     5,100    $    (5,100)   $        --    $        --

Net loss for the period from
August 5, 2002 (inception)
through January 31, 2003                      --             --             --         (4,998)        (4,998)

                                     ------------   ------------   ------------   ------------   ------------
Balance, January 31, 2003
                                       5,100,000          5,100         (5,100)        (4,998)        (4,998)

Receipt of cash                               --             --          5,100             --          5,100

Common Stock issued                    4,075,000          4,075             --             --          4,075

Net loss for the period from
February 1, 2003 through
January 31, 2004                              --             --             --        (29,096)       (29,096)
                                     ------------   ------------   ------------   ------------   ------------
Balance January 31, 2004               9,175,000          9,175                       (34,094)       (24,919)

Net loss for the six month period
from ended July 31, 2004
                                                                                       (1,053)        (1,053)
                                     ------------   ------------   ------------   ------------   ------------

Balance, July 31, 2004                 9,175,000    $     9,175    $        --    $   (35,147)   $   (35,147)
                                     ============   ============   ============   ============   ============
</TABLE>













               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-4

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 4
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
             For the six month periods ended July 31, 2004 and 2003
                 and the period from August 5, 2002 (inception)
                              through July 31, 2004
                                   (Unaudited)

                                                                                           August 5, 2002
                                                         Six months        Six months       (inception)
                                                           Ended             Ended            through
                                                       July 31, 2004      July 31, 2003    July 31, 2004
                                                       --------------    --------------    --------------

<S>                                                    <C>               <C>               <C>
Cash flows from operating activities:
   Net loss                                            $      (1,053)    $      (8,816)    $     (35,147)
      Change in operating assets and liabilities:
         Due to affiliate                                     43,776           (25,487)           79,602
         Costs in excess of billings on                       15,453            16,315           (97,234)
            uncompleted contracts
         Deposit                                              11,274                 -                 -
         GST receivable                                         (873)                -            (3,817)
         Customer deposits                                   (59,493)           11,774                 -
         Accounts payable                                    (25,798)           (3,149)           19,162
         Shareholders loan                                    19,880             4,677            34,547
                                                       --------------    --------------    --------------
Net cash provided by (used in) operating activities            1,565            (4,686)           (2,887)
                                                       --------------    --------------    --------------

Cash flows from financing activities
   Issuance of common stock                                        -                 -             4,075
   Share subscription                                              -             9,175             5,100
                                                       --------------    --------------    --------------
Net cash provided by financing activities                          -             9,175             9,175
                                                       --------------    --------------    --------------

Effect of exchange rate changes on cash                         (100)               44               150

Net increase in cash and cash equivalents                      3,166             4,489             6,288
Beginning balance - cash and cash equivalents                  3,122             2,756                --
                                                       --------------    --------------    --------------
Ending balance - cash and cash equivalents             $       6,288     $       7,289     $       6,288
                                                       ==============    ==============    ==============

Supplemental disclosure of cash flow information:
   Cash paid during the period for -
      Interest                                         $          --     $          --     $          --
                                                       ==============    ==============    ==============
      Income taxes                                     $          --     $          --     $          --
                                                       ==============    ==============    ==============
</TABLE>










               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-5

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 5
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


Note 1 - Basis of presentation
------------------------------

American  Construction  Company  has  prepared  the  accompanying   consolidated
financial  statements  included herein without audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosure  normally included in the financial  statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted as allowed by such rules and regulations,  and the Company believes that
the disclosures  are adequate to make the information  presented not misleading.
It is suggested that these financial  statements be read in conjunction with the
January 31, 2004 audited  restated  financial  statements  and the  accompanying
notes thereto.  While management  believes the procedures  followed in preparing
these financial  statements are  reasonable,  the accuracy of the amounts are in
some respects dependant upon the facts that will exist, and procedures that will
be  accomplished by the Company later in the year. The results of operations for
the interim periods are not necessarily  indicative of the results of operations
for the full year. In management's opinion all adjustments  necessary for a fair
presentation of the Company's financial  statements are reflected in the interim
periods included.

Development Stage Enterprise
----------------------------

The Company is a development  stage company as defined in Statement of Financial
Accounting  Standards  (SFAS) No. 7.  "Accounting  and Reporting by  Development
Stage  Enterprises".  The Company is devoting  substantially  all of its present
efforts to establish its business.

Principles of Consolidation
---------------------------

The  accompanying   consolidated  financial  statements  include  the  financial
statements of the Company and its wholly-owned subsidiary, West Dee Construction
Ltd., a Canadian corporation.  All inter-company  accounts have been eliminated.
The parent company, American Construction Company, Inc. is a holding company and
has no assets except its  investment in its wholly owned  subsidiary  and has no
operations.   Accordingly,   the  financial   statements  presented  herein  are
essentially those of its wholly owned foreign subsidiary,  West Dee Construction
Ltd.

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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Foreign Currency Transactions
-----------------------------

The functional currency for the Canadian subsidiary (West Dee Construction Ltd.)
is the  Canadian  dollar.  Assets  and  liabilities  of the  Company's  Canadian
subsidiary are translated in to United States dollars at the rate of exchange in
effect at the balance sheet date. Income and expense items are translated at the
average exchange rate prevailing during the reporting  period.  Gains and losses
resulting from foreign  currency  transactions  are included in the statement of
operations.   Gains  and  losses  from  translating  the  Canadian  subsidiaries
financial  statements  into the United States dollars  (reporting  currency) are
included in other comprehensive income. Such gains and losses were insignificant
at July 31, 2004.




                                       F-6

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 6
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


Risks and Uncertainties
-----------------------

The Company is subject to substantial business risks and uncertainties  inherent
in starting a new business.  There is no assurance that the Company will be able
to  generate  sufficient  revenues  or obtain  sufficient  funds  necessary  for
launching a new business venture.

Concentrations
--------------

The Company currently  intends to initially  concentrate its business within the
Regina, Saskatchewan, Canada.

Reclassifications
-----------------

Certain  comparative  amounts have been reclassified to conform with the current
year's presentation.


Note 2 - Recently Issued Accounting Pronouncements
--------------------------------------------------

On May 15, 2003,  the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 150 (FAS 150),  Accounting for Certain Financial  Instruments with
Characteristics  of both Liabilities and Equity.  FAS 150 changes the accounting
for certain  financial  instruments  that,  under  previous  guidance,  could be
classified as equity or "mezzanine"  equity,  by now requiring those instruments
to be  classified  as  liabilities  (or  assets  in some  circumstances)  in the
statement of financial position.  Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement  alternatives.  FAS 150 affects an
entity's classification of the following freestanding instruments:  a) Mandatory
redeemable  instruments  b) Financial  instruments to repurchase an entity's own
equity  instruments  c) Financial  instruments  embodying  obligations  that the
issuer must or could choose to settle by issuing a variable number of its shares
or other equity instruments based solely on (i) a fixed monetary amount known at
inception or (ii) something other than changes in its own equity  instruments d)
FAS 150 does not apply to features  embedded in a financial  instrument  that is
not a derivative in its entirety. The guidance in FAS 150 is generally effective
for all financial  instruments  entered into or modified after May 31, 2003, and
is otherwise  effective at the beginning of the first interim  period  beginning
after June 15,  2003.  For private  companies,  mandatory  redeemable  financial
instruments  are  subject to the  provisions  of FAS 150 for the  fiscal  period
beginning  after December 15, 2003. The adoption of SFAS No. 150 does not have a
material impact on the Company's  financial position or results of operations or
cash flows.

In December  2003,  the  Financial  Accounting  Standards  Board (FASB) issued a
revised  Interpretation  No. 46,  "Consolidation of Variable Interest  Entities"
(FIN 46R). FIN 46R addresses  consolidation by business  enterprises of variable
interest  entities and significantly  changes the  consolidation  application of
consolidation   policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in similar  activities  when those
activities are conducted  through variable interest  entities.  The Company does
not hold any variable interest entities.


Note 3 - Related Party Transactions
-----------------------------------

Due to  affiliate  represents  amount due from West Dee  Investments,  a company
owned by a person  related to the  manager of West Dee  Construction,  Inc.  who
provides  office space for the Company's  business  free of charge.  This amount
bears no interest and is payable on demand.

The  Company  has an amount  due to a major  shareholder.  The  amount is due on
demand, unsecured and interest free.


                                       F-7

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 7
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


The  shareholder/director  of West Dee Construction,  Ltd. provides office space
for the Company's business free of charge. The amount involved for such services
during the period is insignificant and accordingly has not been recorded.


Note 4 - Costs in excess of billings on uncompleted contracts
-------------------------------------------------------------

Costs in excess of billings on uncompleted  contracts  represents costs incurred
on one uncompleted  contract not billed through July 31, 2004.  Costs consist of
subcontract  costs  incurred on the  contract.  These  contracts  are at various
stages of completion.  These  contracts are stated at cost of $97,234 as at July
31, 2004.


Note 5 - Deposit
----------------

Deposit  represents  amount  held by  Escrow  Company  for the  purchase  of the
property. This amount will be applied towards the purchase price when the escrow
closed.


Note 6 - GST Receivable
-----------------------

GST receivable consists of sales tax paid for purchase is in excess of sales tax
collected from buyer.  The excess will be refunded from the Canadian  government
since all the  sales tax is  related  to West Dee  Construction.  As of July 31,
2004, the balance is U.S. $3,817.


Note 7 - Customer Deposits
--------------------------

Customer  deposits  represent  cash  received for  uncompleted  contract.  These
deposits will be recognized as revenue based on the percentage of completion. As
of July 31, 2004, the balance is nil.


Note 8 - Common Stock
---------------------

American Construction  Corporation during the period from August 5, 2002 to July
31, 2004 had two private placements of stock:

On August 5, 2002, the company accepted and executed subscription agreements for
5,100,000 common shares,  having $0.001 par value per share at an offering price
of $0.001  per  share,  for gross  offering  proceeds  of  $5,100,  pursuant  to
Regulation D Rule 506 of the Securities Act of 1933.

On June 2, 2003, the Company accepted and executed subscription  agreements that
sold 4,075,000  shares,  having $0.001 par value per share, at an offering price
of $0.001 per share for gross  offering  proceeds  of $4,075  USD,  pursuant  to
Regulation D Rule 506 of the Securities Act of 1933.


Note 9 - Earnings (loss) per share
----------------------------------

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 128,  Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates
the  presentation  of primary and fully  diluted  earnings per share ("EPS") and
requires  presentation  of basic  and  diluted  EPS.  Basic EPS is  computed  by
dividing income (loss) available to common stockholders by the  weighted-average
number of common shares outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock outstanding for the period and
common  stock  equivalents  outstanding  at the end of the period.  Common stock



                                       F-8

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 8
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


equivalents have been excluded from the calculation of  weighted-average  shares
for purposes of calculating  diluted earnings per share for the years ended July
31, 2004 and 2003; as such inclusion is anti-dilutive.


Note 10 - Income Taxes
----------------------

The credit at United States Federal Statutory rate is 34%. At July 31, 2004, the
Company has gross deferred income tax asset of approximately  $10,500, which can
be carried  forward  through  2010.  The Company has  recorded a 100%  valuation
allowance due to the uncertainty of its realization


Note 11 - Going concern
-----------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with generally  accepted  accounting  principles  which  contemplate
continuation of the Company as a going concern.  However,  the Company's did not
earn  significant  income  during the  period  from  August 5, 2002  (inception)
through July 31, 2004 and the Company has accumulated deficit of $35,147 at July
31, 2004.  At July 31, 2004,  the Company has negative  working  capital and has
been in business for a short period of time

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the  recorded  asset  amounts  shown  in  the   accompanying
consolidated  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which  in turn is  dependent  upon  the  Company's  ability  to  raise
additional  capital,  obtain financing and to succeed in its future  operations.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  asset  amounts or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
from  inception  through July 31, 2004,  towards  obtaining  additional  equity.
Management  believes that the successfully  raising  additional  funding in next
fiscal  year will allow the  Company to  continue  operations  through  the next
fiscal year.





















                                       F-9

--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 9
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
------------------------------------------------------------------------------
OPERATIONS
----------

FORWARD LOOKING STATEMENTS - Cautionary Factors
-----------------------------------------------

The following discussion and analysis should be read in conjunction with the
Company's financial statements and the notes hereto appearing elsewhere in this
report. This report contains forward-looking statements within the meaning of
the Private Securities Litigation Act of 1995. The Company cautions that
forward-looking statements are not guarantees of future performance and involve
certain risks and uncertainties and that actual results may differ materially
from those in the forward-looking statements as a result of various factors.
Except for the historical information and statements contained in this Report,
the matters and items set forth in this Report are forward looking statements.

PLAN OF OPERATIONS
------------------

During the next twelve months, we intend to continue our business by bidding on
tenders or negotiating contracts as the landowners contact us to perform
construction on their projects. The Company has negotiated the potential
purchase of a Regina, Saskatchewan warehouse property for condominium conversion
and expects to earn $917,500 CDN in gross sales from this project. This project
has had zoning approved by Regina City Council. The Company has negotiated the
potential purchase of a Saskatoon, Saskatchewan warehouse property for
condominium conversion and expects to earn $3,000,000 CDN in gross sales from
this project.

Our company has one part time employee and our subsidiary currently has one part
time employee which will not change in the next twelve months. In addition we
expect our cash requirement for the operations of our business to be financed
through our cash on hand and our operations. If this is not sufficient we will
attempt to finance our operations through future borrowings or future sales of
securities. However we do not expect to have to raise additional funds in the
next 12 months.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
---------------------------------------------------------

We have received a going concern opinion from our auditors because we have not
earned a profit from our operation and because we have been in business for a
short period of time. Our deficit is $35,147 as of July 31, 2004. The discussion
below provides an overview of our operations, discusses our results of
operations, our plan of operations and our liquidity and capital resources.

Overview
--------

From the date of our incorporation on August 5, 2002 until July 31, 2004, we
have been a development-stage company that had limited revenues. Our operating
activities during this period consisted primarily of completing or near
completing ten (10) construction projects.

Our financial statements are prepared in accordance with U.S. generally accepted
accounting principles. We have expensed all development expenses related to the
establishment of West Dee Construction Ltd., our subsidiary corporation, and the
corresponding professional fees incurred to establish our subsidiary.

Our operating expenses are classified into five categories:

     o    Cost of Sales;
     o    Contracting services;
     o    Professional fees;
     o    Administrative expenses; and
     o    Income taxes




--------------------------------------------------------------------------------
Form 10QSB for the period ending July 31, 2004                          Page 10
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


Cost of Sales consists primarily of those expenditures incurred to pay the
sub-trades or sub-contractors their fees. Contracting services consists
primarily of those expenditures to pay for general contracting services paid to
Mrs. Weisgerber's company West Dee Investments Inc. The services provided by
West Dee Investments Inc. are general contracting services which, includes plan
design, estimating and bidding, supervision of independent contractors and site
clean up. Our company and our subsidiary are responsible for all functions and
activities of our operation but we pay for Mrs. Weisgerber's services to her
corporation for providing the above services. We pay West Dee Investments Inc. a
fee arrangement where that company receives the first $40,000 in profit per
fiscal year as compensation for managing our projects. All profit earned beyond
$40,000 remains with our subsidiary. We have paid to West Dee Investments Inc.
$46,051 from the date of our inception to our quarter ended July 31, 2004. No
fees have been paid this fiscal year until we can determine what the profit is
at year end.

Professional fees consist primarily of the accounting and legal expenses.

Administrative expenses consist primarily of costs to incorporate and general
expenses.

Income taxes are those expenses paid as required by the Revenue authorities in
the jurisdictions the company operates.

Results of operations
---------------------

We have lost ($35,147) from the date of inception (August 5, 2002) to July 31,
2004.

The quarter ended July 31, 2004 ("2004 Quarter") reflected net income of $2,665
compared to a net loss of ($4,117) in the quarter ended ("July 31, 2003").

In order to capture construction to date we have quoted construction prices on
projects to be under or at market prices to obtain the projects that allow us to
obtain a reputation in the industry. To date our cost of goods sold is 78%
($258,550) of gross revenue ($328,924).

Contracting services are zero for the 2004 quarter and 2003 quarter. They
services are paid to Mrs. Weisgerber's company as compensation for services it
renders to our subsidiary typically at year end once we know how the company is
doing during the year. This cost will not exceed $40,000 due to our fee
arrangement with Mrs. Weisgerber's company.

Professional services are $6,923 for the 2004 quarter and $5,000 for the 2003
quarter. These costs are comparable and represent the accounting fees the
Company incurs to maintain its accounting records and pay its lawyers for legal
services from time to time. We anticipate that these expenses will remain
consistent from period to period.

Administrative expenses are $2,770 for the 2004 quarter and $2,939 for the 2003
quarter. These costs are comparable and we feel are still reasonable given the
activity in the Company. We anticipate that our administrative expenses will
remain relatively stable in the next fiscal year because we don't anticipate
these expenses becoming significant in operating our Company.

Our income taxes are zero for the 2004 quarter and $1,208 for the 2003 quarter.
Our company is just starting business and has incurred a loss to date therefore
will not attract year end tax and we expect the next fiscal year to be better
but still not having to pay much in tax due to the losses from this year
carrying forward.

Due to the foregoing factors, our operating results are difficult to forecast.
You should evaluate our prospects in light of the risk, expenses and
difficulties commonly encountered by comparable development-stage companies in
the construction industry. We cannot assure you that we will successfully
address such risks and challenges. In addition, even though we have completed or
near completed ten (10) contracts, we cannot assure you that our revenues will
increase or that we will become profitable in the future.






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Form 10QSB for the period ending July 31, 2004                          Page 11
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


Liquidity and Capital Resources
-------------------------------

Since the date of our incorporation, we have raised an aggregate of $9,175.
These monies were raised from two private offerings pursuant to Regulation D
Rule 506. The remainder of our capital resources will be earned from the
operations of the business.

Our operating activities have used cash resources of approximately $2,887 from
August 5, 2002 (inception) to the period ending July 31, 2004. Our negative
operating cash flow resulted principally from the Company operating at close to
breakeven due to the contract revenue equaling the costs to build or renovate a
residential or commercial project and the overhead to run the company.

We had no investing activity for the period commencing August 5, 2002 to July
31, 2004. However we did raise $5,100 through January 31, 2003 and $4,075
subsequent to January 31, 2003 from our two private placements done pursuant to
Regulation D Rule 506 for a total of $9,175. The first to Jeff Mabry, our
majority owner and director and the second to investors who bought our shares on
our offering that was closed on June 2, 2003. Jeff Mabry has also loaned the
company $34,547 to finance our operation.

At July 31, 2004 we had cash and cash equivalents of $6,288. This cash combined
with our operating revenues should be sufficient to fund our operations for the
next 12 months. If it is not we will attempt to sell more securities in the
future or borrow monies in the future as necessary to ensure we have the
necessary cash flow to cover our costs of operation for the next 12 months.
There is no guarantee that we will be profitable in our first year of operations
or that we can raise money from future borrowings or the future sale of
securities to ensure that necessary cash flow exists to cover our cost of
operation.

If cash generated from operations, our private placements and present cash is
insufficient to meet our long-term liquidity needs, we may need to raise
additional funds or seek other financing arrangements. Additional funding may
not be available on favorable terms or at all. In addition, although there are
no present understandings, commitments, or agreements with respect to any
acquisition of other businesses we may, from time to time, evaluate potential
acquisitions of other construction businesses to enhance our business. In order
to consummate potential acquisitions, we may issue additional securities or need
additional equity or debt financing and any such financing may be dilutive to
existing investors.


ITEM 3. Controls and Procedures
-------------------------------

(a)  Evaluation of Disclosure Controls and Procedures. An evaluation was
performed, under the supervision and with the participation of the Company's
President, Chief Executive Officer, Chief Financial Officer and Director and the
Company's accountant, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rule 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on
that evaluation, the Company's principal executive officer and accountant
concluded that the Company's disclosure controls and procedures were effective
as of July 31, 2004.

(b)  Changes in Internal Controls. There has been no change in the Company's
internal control over financial reporting during the quarter ended July 31,
2004, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

(c)  We have designed controls and procedures to ensure all material information
is disclosed in our financial statements and our public reports. These controls
included having competent professionals prepare our financial statements and
management reviewing the financial statements with our professionals to ensure
they present fairly our financial position and results of operations. We have
concluded that our controls are sufficient and effective to achieve the above
goal.






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Form 10QSB for the period ending July 31, 2004                          Page 12
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
--------------------------------------------------------------------------------


PART II. OTHER INFORMATION
--------------------------

ITEM 1. LEGAL PROCEEDINGS
-------------------------

There has been no legal proceedings issued against or commenced by the company.


ITEM 2. CHANGES IN SECURITIES
-----------------------------

No changes in securities during the quarter ended July 31, 2004. The company has
issued 35,000 restricted shares to consultants who are accredited investors, for
services.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

None.


ITEM 5. OTHER INFORMATION
-------------------------

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

(a)  Exhibits

31.1    Certification of Chief Executive and Chief Financial Officer;
32.1    Certification of Chief Executive and Chief Financial Officer.

(b)  Reports on Form 8-K

None.



SIGNATURES
----------

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            AMERICAN CONSTRUCTION COMPANY.

Dated: September 10, 2004                   By:       /s/ Jeff  Mabry
                                                      ---------------
                                            Name:     Jeff Mabry
                                            Title:    President, Chief Executive
                                                      Officer, Chief Financial
                                                      Officer and Director




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Form 10QSB for the period ending July 31, 2004                          Page 13