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 October 31, 2003.


                          AMERICAN CONSTRUCTION COMPANY

Nevada                       1540                         41-2079252
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or          Classification Number)       Identification Number)
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 December 12, 2003, the Registrant had 9,175,000 shares of Common
Stock, par value $0.001 per share outstanding.



<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..................................9
   ITEM 3.  CONTROLS AND PROCEDURES.........................................11

PART II. OTHER INFORMATION..................................................11

   ITEM 1.  LEGAL PROCEEDINGS...............................................11
   ITEM 2.  CHANGES IN SECURITIES...........................................11
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................11
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............11
   ITEM 5.  OTHER INFORMATION...............................................12
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................12

SIGNATURES..................................................................12

   EXHIBIT 31.1 - CERTIFICATION.............................................13

   EXHIBIT 32.1 - CERTIFICATION.............................................14

































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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 NINE MONTH PERIOD ENDED OCTOBER 31, 2003 AND
       FOR THE PERIOD FROM AUGUST 5, 2002 (INCEPTION) TO OCTOBER 31, 2003
                                   (Unaudited)

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










                                                                            Page
                                                                            ----



Unaudited Consolidated Financial Statements:

     Unaudited Consolidated Balance Sheet                                   F-2

     Unaudited Consolidated Statement of Operations                         F-3

     Unaudited Consolidated Statement of Changes in Stockholders' Deficit   F-4

     Unaudited Consolidated Statement of Cash Flows                         F-5

     Notes to Unaudited Consolidated Financial Statements                  F-6-8










                                       F-1

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 1
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                OCTOBER 31, 2003

                                   (Unaudited)



                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                  $        4,795
     Work in progress                                                   49,101
     Due from affiliate                                                 13,305

                                                                ----------------
         Total assets                                           $       67,201
                                                                ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payables and accrued expenses                     $       17,768
     Customer deposits                                                  43,340
     Shareholders loan                                                   9,677
                                                                ----------------
         Total current liabilities                                      70,785
                                                                ----------------


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                  (12,759)
                                                                ----------------
         Total stockholders' deficit                                    (3,584)
                                                                ----------------

         Total liabilities and stockholders' deficit            $       67,201
                                                                ================










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

                                       F-2

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 2
<PAGE>



                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
                For the nine month period ended October 31, 2003
            and the cumulative period from August 5, 2002 (inception)
                            through October 31, 2003
                                   (Unaudited)


                                                                   Cumulative
                                                                 from August 5,
                                                                      2002
                                              Nine months         (inception)
                                                 ended            through Oct.
                                             Oct. 31, 2003          31, 2003
                                            ----------------    ----------------
Revenue
  Construction revenue                      $       41,387      $      241,170
  Project supervision revenue                       10,307              10,307
                                            ----------------    ----------------
Total Revenue                                       51,694             251,477
Cost of sales                                       34,450             201,075
                                            ----------------    ----------------
          Gross Profit                              17,244              50,402
                                            ----------------    ----------------

Expenses:
  Contract Services                                      -              31,799
  Professional fees                                 14,558              19,558
  Administrative expenses                            5,552               6,909
                                            ----------------    ----------------
          Total expenses                            20,110              58,266
                                            ----------------    ----------------

Loss before income taxes                            (2,866)             (7,864)
Less: Income taxes                                   4,895               4,895

                                            ----------------    ----------------
Net loss                                    $      (7,761)      $      (12,759)
                                            ================    ================

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

Weighted average basic and fully diluted
  shares outstanding                             7,368,864
                                            ================    ================
















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

                                       F-3

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 3
<PAGE>



<TABLE>
<CAPTION>
                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 -----------------------------------------------
               August 5, 2002 (Inception) through October 31, 2003
                                   (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
October 31, 2003                          --             --             --         (7,761)        (7,761)
                                 ------------   ------------   ------------   ------------   ------------

Balance, October 31, 2003          9,175,000    $     9,175    $        --    $   (12,759)   $    (3,584)
                                 ============   ============   ============   ============   ============
</TABLE>


















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

                                       F-4

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 4
<PAGE>



<TABLE>
<CAPTION>
                   AMERICAN CONSTRUCTION COMPANY & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
                For the nine month period ended October 31, 2003
            and the cumulative period from August 5, 2002 (inception)
                            through October 31, 2003
                                   (Unaudited)


                                                                          Cumulative from
                                                        Nine months        August 5, 2002
                                                           Ended         (inception) through
                                                       Oct. 31, 2003       Oct. 31, 2003
                                                      ----------------    ----------------

<S>                                                   <C>                 <C>
Cash flows from operating activities:
  Net loss                                            $       (7,761)     $      (12,759)
    Adjustments to reconcile net loss to net cash
    used in operating activities:
      Change in operating assets and liabilities:
      Due from affiliate                                     (37,525)            (13,305)
      Work in progress                                       (22,363)            (49,101)
      Accounts payable                                         7,595              17,923
      Customer deposits                                       43,340              43,340
                                                      ----------------    ----------------
Net cash used in operating activities                        (16,714)            (13,902)
                                                      ----------------    ----------------

Cash flows from financing activities:
      Share subscription                                       9,175               9,175
      Shareholders loan                                        9,677               9,677
                                                      ----------------    ----------------
Net cash provided by financing activities                     18,852              18,852
                                                      ----------------    ----------------


                                                      ----------------    ----------------
Effect of exchange rate changes on cash                          (99)               (155)
                                                      ----------------    ----------------

Net change in cash & cash equivalents                          2,039               4,795
Beginning cash & cash equivalents                              2,756                  --
                                                      ----------------    ----------------
Ending cash & cash equivalents                        $        4,795      $        4,795
                                                      ================    ================

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 unaudited
                       consolidated financial statements.

                                       F-5

--------------------------------------------------------------------------------
FORM 10-KSB - October 31, 2003      American Construction Company      Page 5
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
                          (A Development Stage Company)
--------------------------------------------------------------------------------


Note 1 - Financial Statements
-----------------------------

American  Construction  Corporation  has  prepared  the  accompanying  unaudited
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, 2003 audited  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.

The Company's fiscal year ends on January 31.

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

On April 30,  2003,  the FASB  issued  FASB  Statement  No.  149  ("SFAS  149"),
"Amendment of Statement 133 on Derivative  Instruments and Hedging  Activities".
FAS  149  amends  and  clarifies  the  accounting  guidance  on  (1)  derivative
instruments   (including  certain  derivative   instruments  embedded  in  other
contracts)  and (2)  hedging  activities  that  fall  within  the  scope of FASB
Statement  No. 133 ("SFAS  133"),  Accounting  for  Derivative  Instruments  and
Hedging Activities.  SFAS 149 also amends certain other existing pronouncements,
which will result in more consistent reporting of contracts that are derivatives
in their entirety or that contain  embedded  derivatives  that warrant  separate
accounting.  SFAS 149 is effective  (1) for  contracts  entered into or modified
after June 30, 2003, with certain exceptions,  and (2) for hedging relationships
designated after June 30, 2003. The guidance is to be applied prospectively. The
adoption of this  pronouncement  does not have a material effect on the earnings
or financial position of the Company.

On May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"),  Accounting
for Certain Financial  Instruments with  Characteristics of both Liabilities and
Equity. SFAS 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,  SFAS 150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  SFAS 150  affects an  entity's  classification  of the  following
freestanding  instruments:  a) Mandatorily  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













                                       F-6

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 6
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
                          (A Development Stage Company)
--------------------------------------------------------------------------------


than  changes  in its own  equity  instruments  d) SFAS 150  does  not  apply to
features  embedded in a financial  instrument  that is not a  derivative  in its
entirety.  The guidance in SFAS 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,  mandatorily  redeemable financial  instruments are
subject to the  provisions  of SFAS 150 for the fiscal  period  beginning  after
December 15, 2003. The adoption of this  pronouncement  does not have a material
effect on the earnings or financial position of the Company.

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

Due from affiliate  represents  amount due from West Dee Investments,  a company
owned by a person  related to the  manager of West Dee  Construction,  Inc.  who
provides office space for the Company's  business,  free of charge.  This amount
bears an interest rate of 6% per annum and is payable on demand. Interest income
on October 31, 2003 was insignificant.

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 - Common Stock
---------------------

American  Construction  Corporation  during  the period  from  August 5, 2002 to
October 31, 2003 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. In June 2003 the company accepted
and executed subscription  agreements for 4,075,000 common shares, having $0.001
par value per share at an offering price of $0.001 per share, for gross offering
proceeds  of  $4,075.  Both  were  pursuant  to  Regulation  D  Rule  506 of the
Securities Act of 1933. The Company received the subscribed  amount of $9,075 in
the nine month period ended October 31, 2003.

Note 5 - Income Taxes
---------------------

The Company operates through its Canadian subsidiary.  The Parent company has no
operations of its own.  Canadian  income tax rules provide  carryforward  of net
operating  losses.  Accordingly,  the Company has gross  deferred  tax assets of
approximately $2,200. The Company has recorded a 100% valuation allowance due to
the uncertainty of its realization.

At October 31, 2003,  the Company has gross  deferred  income tax asset of 6,766
Canadian dollars which can be carried forward through 2010.













                                       F-7

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 7
<PAGE>



                          AMERICAN CONSTRUCTION COMPANY
                          (A Development Stage Company)
--------------------------------------------------------------------------------


Note 6 - 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 October 31, 2003 and the Company has  accumulated  deficit of $12,759 at
October 31, 2003. At October 31, 2003, the Company has negative  working capital
and has been in business for a short period of time

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

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
from inception through October 31, 2003,  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.

Note 7 - Work in progress
-------------------------

Work in-progress represents costs incurred on four uncompleted contracts.  Costs
consist of  subcontract  costs incurred on the  contracts.  These  contracts are
approximately  80%  complete  and the Company  expects to earn a profit on these
contracts.  Accordingly,  these  contracts  are  stated at cost of $49,101 as at
October 31, 2003.

Note 8 - Customer deposits
--------------------------

Customer  deposits  represent  deposits  received from  customers on uncompleted
projects.  Two  deposits  were  received  at October  31,  2003 in the amount of
$43,340.00.























                                       F-8

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FORM 10-KSB - October 31, 2003      American Construction Company      Page 8
<PAGE>



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


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

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. We have been awarded the contract to renovate
Fabricland, a retail fabric outlet for $7,200, Fer-Marc Equipment Ltd., a heavy
equipment retail outlet for $106,560 and two residential homes valued at $6,800
and $6,696. 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 $12,759 as of October 31, 2003. The
discussion below provides an overview of our operations, discusses our results
of operations, our plan of operations and our liquidity and capital resources.
Due to our company operating for 15 months our discussion will focus on events
that have occurred since our fiscal year end January 31, 2003.

Overview
--------

From the date of our incorporation on August 5, 2002 until October 31, 2003, we
have been a development-stage company that had limited revenues. Our operating
activities during this period consisted primarily of completing or near
completing eight (8) 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. $31,799 from the date of our inception to our
year end January 31, 2003. 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 expenses to complete the
audit.


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FORM 10-KSB - October 31, 2003      American Construction Company      Page 9
<PAGE>



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


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 $12,759 from the date of inception (August 5, 2002) to October 31,
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 80% ($201,075)
of gross revenue ($251,477). We expect to maintaint this percentage of cost of
sales to sales ratio but can not guarantee it.

Contracting services is $31,799 and are paid to Mrs. Weisgerber's company as
compensation for services it renders to our subsidiary. This cost will not
exceed $40,000 due to our fee arrangement with Mrs. Weisgerber's company.

We anticipate that our professional fees ($19,558) will increase because of the
costs to be incurred in going public including audit and legal fees. It is our
goal to keep these costs at $10,000 for the next fiscal year.

We anticipate that our administrative expenses ($6,909) will remain relatively
stable in the next fiscal year because we don't anticipate these expenses
becoming significant in operating our company.

We anticipate that our income taxes will be negligible for this year and the
next fiscal year 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. Our financial statements attached to this report make
provision for income tax but this will be eliminated at year end once the
contracting service discussed above is accrued or paid.

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 eight (8) contracts, we cannot assure you that our revenues will
increase or that we will become profitable in the future.

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 $13,902 from
August 5, 2002 (inception) to the period ending October 31, 2003. Our negative
operating cash flow resulted principally from our payment of consulting fees
paid to an affiliated company directed by the director of our subsidiary and
professional fees to audit and review our financial statements.

We had no investing activity for the period commencing August 5, 2002 to October
31, 2003. 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 $9,677 to finance
our operation.

At October 31, 2003 we had cash and cash equivalents of $4,795. 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


--------------------------------------------------------------------------------
FORM 10-KSB - October 31, 2003      American Construction Company      Page 10
<PAGE>



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


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 October 31, 2003.

(b)  Changes in Internal Controls. There has been no change in the Company's
internal control over financial reporting during the quarter ended October 31,
2003, 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.


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.



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FORM 10-KSB - October 31, 2003      American Construction Company      Page 11
<PAGE>



                          AMERICAN CONTRUCTION COMPANY
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ITEM 5. OTHER INFORMATION
-------------------------

None.


ITEM 6. EXHIBITS AND 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: December 12, 2003                 By:    /s/ Jeff  Mabry
                                                ---------------
                                         Name:  Jeff Mabry
                                         Title: President, Chief Executive
                                                Officer, Chief Financial Officer
                                                and Director


































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FORM 10-KSB - October 31, 2003      American Construction Company      Page 12