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 April 30, 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 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 June 18, 2004, the  Registrant had 9,175,000  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
        FOR THE PERIODS ENDED APRIL 30, 2004 AND 2003 AND THE PERIOD FROM
                  AUGUST 5, 2002 (INCEPTION) TO APRIL 30, 2004








































--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 1
<PAGE>



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


                    AMERICAN CONSTRUCTION COMPANY & SUBSDIARY
                          (A Development Stage Company)
                        CONSOLIDATED FINANCIAL STATEMENTS
                                    CONTENTS
          FOR THE PERIODS ENDED APRIL 30, 2004 AND 2003 AND THE PERIOD
                FROM AUGUST 5, 2002 (INCEPTION) TO APRIL 30, 2004


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










                                                                           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


















--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 2
<PAGE>



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


                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                     ASSETS

                                                                 April 30, 2004
                                                                ----------------

CURRENT ASSETS
     Cash and cash equivalents                                  $         4,687
     Costs in excess of billings on uncompleted
       contracts                                                        185,819
     Deposit                                                             10,941
     GST receivable                                                       3,284
                                                                ----------------

           Total assets                                         $       204,731
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payables and accrued expenses                     $        29,809
     Customer deposits                                                  130,953
     Shareholders loan                                                   24,657
     Due to affiliate                                                    47,949
                                                                ----------------
           Total current liabilities                                    233,368
                                                                ----------------

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                  ( 37,812)
                                                                ----------------

           Total stockholders' deficit                                  (28,637)
                                                                ----------------

           Total liabilities and stockholders' deficit          $       204,731
                                                                ================








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

                                       F-3

--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 3
<PAGE>



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


<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
            For the three month periods ended April 30, 2004 and 2003
        the period from August 5, 2002 (inception) through April 30, 2004
                                   (Unaudited)

                                       Three months        Three months       August 5, 2002
                                          ended               ended        (inception) through
                                      April 30, 2004      April 30, 2003      April 30, 2004
                                     ----------------    ----------------    ----------------

<S>                                  <C>                 <C>                 <C>
Revenue                              $       164,518     $         1,792     $       423,303
Cost of sales                                162,487                 700             365,287
                                     ----------------    ----------------    ----------------
          Gross Profit                         2,031               1,092              58,016
                                     ----------------    ----------------    ----------------

Expenses:
     Contracted services                           -                   -              46,051
     Professional fees                         2,355               2,500              32,873
     Administrative expenses                   3,394               2,083              16,904
                                     ----------------    ----------------    ----------------
          Total expenses                       5,749               4,583              95,828
                                     ----------------    ----------------    ----------------

Loss before income taxes                      (3,718)             (3,491)            (37,812)
Less: Income taxes                                 -                   -                   -
                                     ----------------    ----------------    ----------------

Net loss                             $        (3,718)    $        (3,491)    $       (37,812)
                                     ================    ================    ================

Net loss per share                   $             -     $             -
                                     ================    ================

Weighted average basic and fully
diluted shares outstanding                 9,175,000           5,100,000
                                     ================    ================
</TABLE>


















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

                                       F-4

--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 4
<PAGE>



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


<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
            For the three month periods ended April 30, 2004 and 2003
      and the period from August 5, 2002 (inception) through April 30, 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 period from
February 1, 2004 through
April 30, 2004                                                                                 (3,718)          (3,718)
                                     --------------   --------------   --------------   --------------   --------------

Balance, April 30, 2004                  9,175,000    $       9,175    $          --    $     (37,812)   $     (28,637)
                                     ==============   ==============   ==============   ==============   ==============
</TABLE>










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

                                       F-5

--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 5
<PAGE>



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


<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF CASH FLOWS
            For the three month periods ended April 30, 2004 and 2003
      and the period from August 5, 2002 (inception) through April 30, 2004
                                   (Unaudited)

                                                                                                        August 5, 2002
                                                                 Three months        Three months        (inception)
                                                                    Ended               Ended              through
                                                                April 30, 2004      April 30, 2003      April 30, 2004
                                                               ----------------    ----------------    ----------------

<S>                                                            <C>                 <C>                 <C>
Cash flows from operating activities:
  Net loss                                                     $        (3,718)    $        (3,491)    $       (37,812)
    Change in operating assets and liabilities:
      Due to affiliate                                                  12,123             (26,551)             47,949
      Costs in excess of billings on uncompleted contracts             (73,132)             26,738            (185,819)
      Deposit                                                              333              (6,174)            (10,941)
      GST receivable                                                      (340)                                 (3,284)
      Customer deposits                                                 71,460                                 130,953
      Accounts payable                                                 (15,151)                                 29,809
      Shareholders loan                                                  9,990                                  24,657
                                                               ----------------    ----------------    ----------------
Net cash provided by (used in) operating activities                      1,565              (9,478)             (4,488)
                                                               ----------------    ----------------    ----------------

Cash flows from financing activities
  Issuance of common stock                                                   -               5,100               4,075
  Share subscription                                                         -               4,877               5,100
                                                               ----------------    ----------------    ----------------
Net cash provided by financing activities                                    -               9,977               9,175
                                                               ----------------    ----------------    ----------------

Effect of exchange rate changes on cash                                      -                 250                 150

Net increase in cash and cash equivalents                                1,565                 749               4,687
Beginning balance - cash and cash equivalents                            3,122               2,756                  --
                                                               ----------------    ----------------    ----------------
Ending balance - cash and cash equivalents                     $         4,687     $         3,505     $         4,687
                                                               ================    ================    ================

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

--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 6
<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 April 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 the
Regina, Saskatchewan, Canada.


--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 7
<PAGE>



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


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 to 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 loan is unsecured,
non interest bearing 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 shareholder/director of West Dee Construction, Inc. 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 five uncompleted contracts not billed through April 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 $185,819 as at April
30, 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 April 30,


--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 2004                          Page 8
<PAGE>



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


2004, the balance is U.S. $3,284.

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

Customer deposits represent cash received for the four uncompleted contract.
These deposits will be recognized as revenue based on the percentage of
completion. As of April 30, 2004, the balance is $10,941.

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

American Construction Corporation during the period from August 5, 2002 to April
30, 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, we accepted and executed subscription agreements that sold the
following shares, having $0.001 par value per share, to the following persons,
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
equivalents have been excluded from the calculation of weighted-average shares
for purposes of calculating diluted earnings per share for the years ended April
30, 2004 and 2003; as such inclusion is anti-dilutive.

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

The credit at United States Federal Statutory rate is 34%. At April 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 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 revenue during the period from August 5, 2002 (inception)
through April 30, 2004 and the Company has accumulated deficit of $37,812 at
April 30, 2004. At April 30, 2004, the Company has negative working capital.

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 April 30, 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-7

--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 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 also spent a great deal of time
negotiating the potential purchase of two warehouses in Regina, Saskatchewan and
Saskatoon, Saskatchewan. These projects if obtained and zoning is approved will
generate approximately 600,000 CDN and 3,000,000 CDN in gross sales
respectively.

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 $37,812 as of April 30, 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 April 30, 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 April 30, 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
year end January 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 $37,812 from the date of inception (August 5, 2002) to April 30,
2004.

The quarter ended April 30, 2004 ("2004 Quarter") reflected a net loss of $3,718
compared to a net loss of $3,491 in the quarter ended ("April 30, 2003").

In order to capture construction to date we have quoted construction prices on
projects to be under the market to obtain the projects that allows us to obtain
a reputation in the industry. To date our cost of goods sold is 98% ($162,487)
of gross revenue ($164,518).

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 $2,355 for the 2004 quarter and $2,500 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 $3,394 for the 2004 quarter and $2,083 for the 2003
quarter. These costs have increased by 62% but 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 2003 quarter because our
company is just starting business and has incurred a loss to date therefore not
attracting 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.




--------------------------------------------------------------------------------
Form 10QSB for the period ending April 30, 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 $4,488 from
August 5, 2002 (inception) to the period ending April 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.

We had no investing activity for the period commencing August 5, 2002 to April
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. 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 $24,657 to
finance our operation.

At April 30, 2004 we had cash and cash equivalents of $4,687. 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 April 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 April 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.






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Form 10QSB for the period ending April 30, 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
------------------------------

None.


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: June 18, 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 April 30, 2004                          Page 13