**Exhibit
          31.2**
 
 I,
          Daniel
          L. Hefner, certify that:
 
 1.
          I have
          reviewed this quarterly report on Form 10-QSB of American Commerce Solutions,
          Inc.;
 
 2.
          Based
          on my knowledge, this quarterly report does not contain any untrue statement
          of
          a material fact or omit to state a material fact necessary to make the
          statements made, in light of the circumstances under which such statements
          were
          made, not misleading with respect to the period covered by this quarterly
          report;
 
 3.
          Based
          on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects
          the
          financial condition, results of operations and cash flows of the registrant
          as
          of, and for, the periods presented in this quarterly report;
 
 4.
          The
          registrant's other certifying officers and I are responsible for establishing
          and maintaining disclosure controls and procedures (as defined in Exchange
          Act
          Rules 13a-14 and 15d-14) for the registrant and have:
 
 a)
          designed such disclosure controls and procedures to ensure that material
          information relating to the registrant, including its consolidated subsidiaries,
          is made known to us by others within those entities, particularly during
          the
          period in which this quarterly report is being prepared;
 
 b)
          evaluated the effectiveness of the registrant's disclosure controls and
          procedures as of a date within 90 days prior to the filing date of this
          quarterly report (the "Evaluation Date"); and
 
 c)
          presented in this quarterly report our conclusions about the effectiveness
          of
          the disclosure controls and procedures based on our evaluation as of the
          Evaluation Date;
 
 5.
          The
          registrant's other certifying officers and I have disclosed, based on our
          most
          recent evaluation, to the registrant's auditors and the audit committee
          of
          registrant's board of directors (or persons performing the equivalent
          functions):
 
 a)
          all
          significant deficiencies in the design or operation of internal controls
          which
          could adversely affect the registrant's ability to record, process, summarize
          and report financial data and have identified for the registrant's auditors
          any
          material weaknesses in internal controls; and
 
 b)
          any
          fraud, whether or not material, that involves management or other employees
          who
          have a significant role in the registrant’s internal controls; and
 
 6.
          The
          registrant's other certifying officers and I have indicated in this quarterly
          report whether or not there were significant changes in internal controls
          or in
          other factors that could significantly affect internal controls subsequent
          to
          the date of our most recent evaluation, including any corrective actions
          with
          regard to significant deficiencies and material weaknesses.
 
 
 **American
                    Commerce Solutions, Inc.**Date: July
                    15, 2005
                  By:
                  /s/ Daniel
                      L. Hefner
                    Daniel
                      L. HefnerTitle:
                      Chief Executive Officer, President & Director