**Exhibit 31.1**

 

Certifications

SECTION 302

 

I, Frank D.Puissegur, certify that:

 

1.                                       I havereviewed this annual report on Form 10-KSB of American Commerce Solutions,Inc.;

 

2.                                       Based on myknowledge, this annual report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this annualreport;

 

3.                                       Based on myknowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this annualreport;

 

4.                                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a)                                      designedsuch disclosure controls and procedures to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within thoseentities, particularly during the period in which this annualreport is being prepared;

 

b)                                     evaluatedthe effectiveness of the registrant’s  disclosure controls and procedures as of a date within 90 days prior to thefilingdate of this annual report (the “Evaluation Date”); and  

 

c)                                      presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performingthe equivalent functions):

 

a)                                      allsignificant deficiencies in the design or operation of internalcontrols which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknessesin internal controls; and  

 

b)                                     any fraud,whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internalcontrols; and

 

6.                                       Theregistrant’s other certifying officers and I have indicated in this annualreport whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal   controls  subsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

 
| Date:  May 26, 2004 | /s/  Frank D. Puissegur  |   |
|---------------------|--------------------------|--------|
|                | Frank  D. Puissegur      |
|                |                     |
|                | Chief  Financial Officer |   |
|                | Title                    |

 

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