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 September 30, 2004.


                          AMERICAN CONSTRUCTION COMPANY

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

              4340 East Charlestown 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 November 14, 2004, the  Registrant had 31,250,000  shares of Common Stock,
par value $0.001 per share outstanding.

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



<PAGE>

                          AMERICAN CONSTRUCTION COMPANY
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION..................................................2

   ITEM 1. FINANCIAL STATEMENTS................................................2
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             OR PLAN OF OPERATIONS............................................16
   ITEM 3. CONTROLS AND PROCEDURES............................................21


PART II. OTHER INFORMATION....................................................21

   ITEM 1.  LEGAL PROCEEDINGS.................................................21
   ITEM 2.  CHANGES IN SECURITIES.............................................22
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................22
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............22
   ITEM 5.  OTHER INFORMATION.................................................22
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................22


SIGNATURES....................................................................





<PAGE>

                   AMERICAN CONSTRUCTION COMPANY AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                   AMERICAN CONSTRUCTION COMPANY AND SUBSDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                                    CONTENTS
                  AS OF SEPTEMBER 30, 2004 AND JANUARY 31, 2003


--------------------------------------------------------------------------------



                                                                            Page



Consolidated Financial Statements (Unaudited):

         Consolidated Balance Sheet                                          F-3

         Consolidated Statements of Operations                               F-4

         Consolidated Statement of Changes in Stockholders' Deficit          F-5

         Consolidated Statements of Cash Flows                               F-6

         Notes to Consolidated Financial Statements                          F-7
















<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN CONSTRUCTION COMPANY AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS
                  AS OF SEPTEMBER 30, 2004 AND JANUARY 31, 2003

                                     ASSETS
                                                                   September 30,     January 31,
                                                                        2004             2003
                                                                    (Unaudited)       (Audited)
                                                                   -------------    -------------
<S>                                                                <C>              <C>
CURRENT ASSETS:
     Cash and cash equivalents                                     $       6,923    $       3,122
     Costs in excess of billings on uncompleted contracts                173,770          112,687
     Deposit                                                              11,274
     GST receivable                                                        7,922            2,944
                                                                   -------------    -------------

           Total assets                                            $     188,615    $     130,027
                                                                   =============    =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expense                          $      30,130    $      44,960
     Customer deposits                                                      --             59,493
     Shareholders loan                                                    37,547           14,667
     Due to affiliate                                                    160,222           35,826
                                                                   -------------    -------------
        Total current liabilities                                        227,899          154,946
                                                                   -------------    -------------


SHAREHOLDERS' DEFICIT:
     Common stock $.001 par value; 75,000,000 shares authorized,
        issued and outstanding 9,175,000 shares                            9,350            9,175
     Deficit accumulated during the development stage                    (48,634)         (34,094)
                                                                   -------------    -------------
        Total shareholders' deficit                                      (39,284)         (24,919)
                                                                   -------------    -------------
           Total liabilities and shareholders' deficit             $     188,615    $     130,027
                                                                   =============    =============
</TABLE>







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

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN CONSTRUCTION COMPANY AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

      CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
                      FOR THE THREE MONTHS AND NINE MONTHS
                  ENDED SEPTEMBER 30, 2004 AND OCTOBER 31, 2003
  AND FOR THE PERIOD FROM AUGUST 5, 2002 (INCEPTION) THROUGH SEPTEMBER 30, 2004
  -----------------------------------------------------------------------------



                                                                                                                     August 5, 2002
                                                    Three months     Three months    Nine Months      Nine Months      (inception)
                                                       ended            ended           ended            ended          through
                                                   September 30,      October 31,   September 30,      October 31,    September 30,
                                                        2004             2003            2004             2003             2004
                                                    (Unaudited)      (Unaudited)     (Unaudited)      (Unaudited)      (Unaudited)
                                                   -------------    -------------   -------------    -------------    -------------
<S>                                                <C>              <C>             <C>              <C>              <C>

REVENUE                                            $      92,357    $      16,318   $     312,247    $      51,694    $     568,973

Cost of sales                                             79,851            3,988         298,112           34,450          498,488
                                                   -------------    -------------   -------------    -------------    -------------

Gross profit                                              12,506           12,330          14,135           17,244           70,485

Selling, general and administrative expenses              21,655            7,588          56,833           20,110          119,119
                                                   -------------    -------------   -------------    -------------    -------------

Income (Loss) before provision for income taxes           (9,149)           4,742         (42,698)          (2,866)         (48,634)

Provision for income taxes                                  --              3,687            --              4,895             --
                                                   -------------    -------------   -------------    -------------    -------------

NET INCOME (LOSS)                                  $      (9,149)   $       1,055   $     (42,698)   $      (7,761)   $     (48,634)
                                                   =============    =============   =============    =============    =============

Basic and diluted net loss per share               $        --      $        --     $        --      $        --
                                                   =============   =============    =============    =============

Weighted average basic and fully diluted
  shares outstanding                                                    9,178,111        7,368,864       9,176,022        7,368,894
                                                                    =============   =============    =============    =============
</TABLE>


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

                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN CONSTRUCTION COMPANY AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
    FOR THE PERIOD FROM AUGUST 5, 2002 (INCEPTION) THROUGH SEPTEMBER 30, 2004

                                                                                         Deficit
                                                                                       Accumulated
                                                                                        During the
                                                            Number         Common      Subscription     Development
                                                           of shares       stock        Receivable        Stage        Totals
                                                         ------------   ------------   ------------    ------------    ------------
<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, audited                          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 October 31, 2003               --             --             --            (7,761)         (7,761)
                                                         ------------   ------------   ------------    ------------    ------------
BALANCE, October 31, 2003, unaudited                        9,175,000          9,175           --           (12,759)         (3,584)
         Net loss for the period from
         November 1,2003 through January 31, 2004                --             --             --           (21,335)        (21,335)
                                                         ------------   ------------   ------------    ------------    ------------
BALANCE, January 31, 2004, audited                          9,175,000          9,175           --           (34,094)        (24,919)
         Common Stock issued                                   35,000            175           --              --               175
         Net loss for the period from                               0
         February 1, 2004 through September 30, 2004             --             --             --           (14,540)        (14,540)
                                                         ------------   ------------   ------------    ------------    ------------

BALANCE, September 30, 2004, unaudited                      9,210,000   $      9,350   $       --      $    (48,634)   $    (39,284)
                                                         ============   ============   ============    ============    ============
</TABLE>



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

                                       F-5



<PAGE>
<TABLE>
<CAPTION>

                  AMERICAN CONSTRUCTION COMPANY AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND OCTOBER 31, 2003
   AND FOR PERIOD FROM AUGUST 5, 2002 (INCEPTION ) THROUGH SEPTEMBER 30, 2004


                                                                                                     August 5, 2002
                                                                     Nine months      Nine months      (inception)
                                                                         Ended            Ended          through
                                                                    September 30,     October 31,     September 30,
                                                                         2004              2003            2004
                                                                      (Unaudited)      (Unaudited)     (Unaudited)
                                                                    -------------    -------------    -------------
<S>                                                                 <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                                       $     (42,698)   $      (7,761)   $     (48,634)
     Adjustments to reconcile net loss to cash
       Provided by (used in) operating activities:
     Effect of foreign currency exchange rate                                --                (99)            --
      (Increase) decrease in assets:
           GST receivable                                                  (5,548)            --             (7,922)
           Costs in excess of billings on uncompleted contracts           (49,690)         (22,363)        (173,770)
        Increase (decrease) in liabilities:
           Accounts payable                                                 3,736            7,595           30,130
           Customer deposits                                              (88,118)          43,340             --
           Due to affiliate                                               165,546          (37,525)         160,222
                                                                    -------------    -------------    -------------
              Net cash (used in) provided by operating activities         (16,772)         (16,813)         (39,974)
                                                                    -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                                                 175            4,250             --
     Share subscription                                                      --              9,175            5,100
     Shareholder loan                                                      22,880            9,677           37,547
                                                                    -------------    -------------    -------------
              Net cash provided by financing activities                    23,055           18,852           46,897
                                                                    -------------    -------------    -------------


INCREASE IN CASH AND CASH EQUIVALENTS                                       6,283            2,039            6,923

CASH AND EQUIVALENTS, beginning of period                                     640            2,756             --
                                                                    -------------    -------------    -------------

CASH AND EQUIVALENTS, end of period                                 $       6,923    $       4,795    $       6,923
                                                                    =============    =============    =============

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-6

<PAGE>

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.

On October  14,  2004,  the  Company  changed  its fiscal year end January 31 to
December 31. The current quarterly  financial  statements  presented the periods
from January I, 2004 to September 30, 2004.

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  into 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


                                      F-7
<PAGE>

resulting from foreign  currency  transactions  are included in the statement of
operations.   Gains  and  losses  from  translating  the  Canadian  subsidiary's
financial  statements  into  United  States  dollars  (reporting  currency)  are
included in other comprehensive income. Such gains and losses were insignificant
at September 30, 2004.

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
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.



                                      F-8
<PAGE>

Note 3 - Related Party Transactions

Due to affiliate represents amounts due 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.  The  amount  was  cancelled  by  the
shareholders on October 14, 2004, see Note 12, Subsequent events.

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 two  uncompleted  contracts  not billed  through  September  30, 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 $173,770 at
September 30, 2004.



Note 5 - Deposit

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



Note 6 - GST Receivable

GST  receivable  consists of sales tax paid for purchases in excess of sales tax
collected  from the  buyer.  This  excess  will be  refunded  from the  Canadian
government  since all the sales tax is related to West Dee  Construction.  As of
September 30, 2004, the balance is U.S. $7,922.



Note 7 - 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.



                                      F-9
<PAGE>

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,  pursuant  to
Regulation D Rule 506 of the Securities Act of 1933.

On August 24,  2004,  the Company  issued  35,000  shares at 0.005 per share for
professional services.

Note 8 - 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
equivalents have been excluded from the calculation of  weighted-average  shares
for purposes of  calculating  diluted  earnings per share for the periods  ended
September 30, 2004 and October 31, 2003; as such inclusion is anti-dilutive.



Note 9 - Income Taxes

The credit at United  States  Federal  Statutory  rate is 34%. At September  30,
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 10 - 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 September 30, 2004 and the Company has accumulated deficit of $48,634 at
September  30, 2004.  At September  30, 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  in the  near  future.  See  note 12,
Subsequent events.



                                      F-10
<PAGE>

Note 11 - Subsequent events

On October 14, 2004, the Company and its subsidiary,  Northwest Steel Company, a
Nevada  corporation  and General Steel  Investment  Co.,  Ltd., a British Virgin
Islands  limited  liability  corporation  ("General  Steel"),  as the parent and
management  company of Tianjin Da Qiu Zuang  Sheet Metal Co.,  Ltd.,  a People's
Republic of China,  limited liability  corporation  ("DQ"),  both privately-held
corporations,  entered  into an Agreement  and Plan of Merger (the  "Agreement")
pursuant to which the Company,  through its  wholly-owned  subsidiary,  acquired
General Steel,  and its70% ownership in its subsidiary DQ in exchange for shares
of the Company's  common stock, of which 22,340,00  shares are a new issuance by
ACC,  and  7,960,000  shares  are from  certain  shareholders  of ACC,  which in
aggregate,  constitute  96% of the total  issued and  outstanding  shares of the
Company (the  "Merger").Under  the terms of the  Agreement,  General  Steel will
remain  a  subsidiary  of  the  Company.  The  transaction  contemplated  by the
Agreement  was  intended  to be a"  tax-free"  reorganization  pursuant  to  the
provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended.  The  stockholders  of General Steel,  as of the closing date of the
Merger,  now own approximately 96% of the Registrant's  common stock outstanding
as  of  October  15,  2004  (excluding  any  additional   shares  issuable  upon
outstanding  options,  warrants  and other  securities  convertible  into common
stock).

On October 14, 2004,  Jeff Mabry  cancelled the  shareholder  loan  amounting to
$37,547 as of September 30, 2004.

The  audited  financial  statements  of  General  Steel  Investment  Co. and its
subsidiary for fiscal year 2002 and 2003 have already been disclosed in Form 8-K
Report filed on October 18, 2004. The consolidated  financial statements will be
provided within the relevant required time period.


                                      F-11

<PAGE>

                       Management's Discussion & Analysis

The purpose of this  Management's  Discussion and Analysis  (MD&A) is to provide
American  Construction  Company and  Subsidiary  management's  commentary on the
Company's  financial  situation  and future  prospects.  The  discussion  of the
Company's business may include  forwarding  looking  information with respect to
the Company,  including its business  operations and strategies,  as well as its
financial performance and condition. Such statements can generally be identified
by the use of forward-looking words such as, "may," "will," "expect," or similar
variations.   Although  management  believes  that  expectations   reflected  in
forward-looking  statements are reasonable,  such  statements  involve risks and
uncertainties including the risk factors discussed in this MD&A, which should be
read in  conjunction  with the  Financial  Statements  contained in this report.
Actual  results may differ from  expected  results.  This MD&A should be read in
conjunction  with the  audited  financial  statements  contained  in this Annual
Report.


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

The Company  intends to discontinue  the small scale  construction  business and
move into general steel products.  Following the acquisition of the ownership in
General  Steel  Investment  Co.,  Ltd. as described in Note 12 to the  Financial
Statement  and  disclosed  earlier in 8-K Report  dated  October 14,  2004,  the
Company  will shift its  business  focus to general  steel  products  as well as
structured steel manufacturing.

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  operations  and because we have been in business for a
short  period of time.  Our deficit is $48,634 as of  September  30,  2004.  The
discussion below provides an overview of our operations, discusses our financial
condition and change in financial condition,  results of operations, our plan of
operations and our liquidity and capital resources.


<PAGE>

Overview

From the date of our  incorporation  on August 5, 2002 until September 30, 2004,
we  have  been a  development-stage  company  that  had  limited  revenues.  Our
operating activities during this period consisted primarily of completing and/or
working on 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

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. $53,459 from the date of our inception to our
quarter ended September 30, 2004. No fees have been paid this fiscal year.

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.

Financial Condition and Change in 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 $48,634 as of  September  30,  2004.  The
Company  continues to bid and win contracts to continue its operation but due to
the competitive  bidding  amongst  competitors in the  construction  industry in
Saskatchewan the profit margins are very low. As a result the Company  continues
to run a deficit and its cash resources of $6,923 remains low. We therefore have
not had a material change in our financial condition.


<PAGE>

The  Company   presently  has  $173,770  in  costs  devoted  to  it  outstanding
construction  projects  that has not been billed  because they are not complete.
However it also owes an affiliated company $160,222 that was used to finance the
construction  of the  Company's  work in progress.  Once the above  projects are
complete  the amounts  lent by the  affiliated  company to complete the projects
will have to be repaid limiting the cash retention by the Company.

The Company may be able to change its going concern status, depending on whether
it  earns  profit  on  its   condominium   projects  in  Regina  and  Saskatoon,
Saskatchewan. It is too early to predict how profitable these projects will be.

Results of Operations

When  analyzing  our Results of  Operations  we will  compare the three and nine
months ended September 30, 2004 with the three and nine months ended October 31,
2003.  The reason for the date  difference  is due to the Company  changing  its
fiscal year end from January 31 (nine  months  ended  October 31) to December 31
(nine  months ended  September  30). The  resulting  change will not  materially
effect the comparison between the two nine month time periods.

Overall we have lost  ($48,634)  from the date of inception  (August 5, 2002) to
September 30, 2004.

Quarterly comparison

The quarter ended  September 30, 2004 ("2004  Quarter")  reflected a net loss of
($9,149)  compared to net income of $1,055 in the quarter ended October 31, 2003
("2003  Quarter").  The  reason  for  this  difference  is  the  Company  quoted
construction  prices on projects  to be under or at market  prices to obtain the
projects  that allows us to obtain a  reputation  in the industry as compared to
last year.

The ratio of Cost of Sales to Sales in the 2004  quarter is 86% whereas the same
ratio in the 2003 quarter is 24%. This difference is attributable to the Company
earning profit on small projects for the 2003 quarter and  concentrating  on its
large condominium projects for the 2004 quarter that are under construction that
it can not bill to clients at this time.  The  company has spent a great deal of
time on two  condominium  projects in this  quarter  that it will not be able to
bill to customers until the conversions are complete.

Contracting  services  are  $7,407  for the 2004  quarter  and zero for the 2003
quarter. The services are paid to Mrs.  Weisgerber's company as compensation for
services it renders to our subsidiary. Typically this amount is paid at year end
once we know how the  company  is doing  during  the  year but the  Company  has
accrued a portion to the above fees owed to the  company  during  this  quarter.
This  cost  will  not  exceed  $40,000  due to our  fee  arrangement  with  Mrs.
Weisgerber's company.


<PAGE>

Professional  services  are $10,876 for the 2004 quarter and $7,058 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 $3,372 for the 2004  quarter and $530 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 $3,687 for the 2003  quarter.
The 2003  quarter  tax  expense was a result of that  quarter  being  profitable
therefore tax was disclosed for reporting purposes. No tax was paid at year end.
Our company will not be subject to year end tax liability and we expect the next
fiscal  year to be better  but we still  will not be  subject  to a year end tax
liability due to the losses from this year being carried forward.

Due to the  foregoing  factors and our move into  general  steel  products,  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  . We  cannot  assure  you that we will
successfully address such risks and challenges.

Nine Month Comparison

The nine months ended  September 30, 2004 ("2004 nine  months")  reflected a net
loss of  ($42,698)  compared to a net loss of ($7,761) in the nine months  ended
October 31, 2003 ("2003 nine  months").  The reason for this  difference  is the
Company  quoted  construction  prices on projects  below or at market  prices to
obtain the  projects  that allows us to obtain a  reputation  in the industry as
compared to last year.

The ratio of Cost of Sales to Sales in the 2004 nine  months is 95%  whereas the
same ratio in the 2003 nine months is 66%. This  difference is  attributable  to
the Company  earning gross profit on small projects for the 2003 nine months and
concentrating  on its large  condominium  projects for the 2004 nine months that
are under construction that it can not bill to clients at this time. The company
has spent a great deal of time on two  condominium  projects in this nine months
that  it  will  not be able to bill  to  customers  until  the  conversions  are
complete.

Contracting  services are $22,898 for the 2004 nine months and zero for the 2003
nine months. The services are paid to Mrs.  Weisgerber's company as compensation
for services it renders to our subsidiary. Typically this amount is paid at year
end  once we know  how the  company  is doing  during  the year but the  Company
accrued to pay a portion to the above company during this nine months. This cost
will not  exceed  $40,000  due to our fee  arrangement  with  Mrs.  Weisgerber's
company.


<PAGE>

Professional  services  are $24,166 for the 2004 nine months and $14,558 for the
2003 nine months.  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 $9,769 for the 2004 nine months and $5,552 for the
2003 nine months.  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 nine months and $4,895 for the 2003 nine
months.  The 2003 nine months tax expense was a result of that nine months being
profitable in the Canadian subsidiary for Canadian tax authorities therefore tax
was disclosed for reporting  purposes.  No tax was paid at year end. Our company
will not be subject to a year end tax  liability  and we expect the next  fiscal
year to be better but we still  will not be subject to a year end tax  liability
due to the losses from this year being carried forward.

Due to the  foregoing  factors and our move into  general  steel  products,  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.  We  cannot  assure  you  that we will
successfully address such risks and challenges.


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  $39,974 from
August 5, 2002 (inception) to the period ending September 30, 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
September  30, 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. We also paid consultants by
issuing shares for services. We allocated $175 for these services.


<PAGE>

At  September  30, 2004 we had cash and cash  equivalents  of $6,923.  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 September 30, 2004.

(b)  Changes in  Internal  Controls.  There has been no change in the  Company's
internal control over financial reporting during the quarter ended September 30,
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.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

<PAGE>

ITEM 2.  CHANGES IN SECURITIES

On August 24, 2004 the company  issued 35,000  restricted  shares to consultants
who are accredited investors, for services.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None for the period covered by this report.


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

None for the period covered by this report.

ITEM 5.  OTHER INFORMATION

None for the period covered by this report.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

31.2     Certification of Acting Chief Financial Officer pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002

32.1     Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

32.2     Certification of Acting Chief Financial Officer pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002


(b)      Reports on Form 8-K

None for the period covered by this report.


<PAGE>


SIGNATURES

         In accordance with 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.

AMERICAN CONSTRUCTION COMPANY

/S/ ZUO SHENG YU
------------------------------
ZUO SHENG YU
CHAIRMAN AND PRESIDENT
DATED: November 12, 2004

/S/ JOHN CHEN
------------------------------
JOHN CHEN
CHIEF FINANCIAL OFFICER
DATED: November 12, 2004