UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended May 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from _________________ to _________________


                        Commission file number: 33-98682


                        American Commerce Solutions, Inc.
        (Exact name of small business issuer as specified in its charter)


             Delaware                                            05-0460102
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)


                     1400 Chamber Dr., Bartow, Florida 33830
                    (Address of principal executive offices)


                                 (863) 533-0326
                          (Issuer's telephone number)


                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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

There were 29,736,758  shares of the  Registrant's  $.002 par value common stock
outstanding as of May 31, 2003.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
                        AMERICAN COMMERCE SOLUTIONS, INC.

                                    CONTENTS


Part I - Financial Information

    Item 1.     Consolidated Financial Statements

    Item 2.     Management's Discussion & Analysis

    Item 3.     Controls and Procedures

Part II - Other Information

    Item 1.     Legal Proceedings

    Item 2.     Changes in Securities

    Item 3.     Defaults Upon Senior Securities

    Item 4.     Submission of Matters to a Vote of Security Holders

    Item 5.     Other Information

    Item 6.     Exhibits and Reports on Form 8-K

Signatures
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                        CONSOLIDATED FINANCIAL STATEMENTS

               AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARIES

                         AS OF MAY 31, 2003 AND FOR THE
                    THREE MONTHS ENDED MAY 31, 2003 AND 2002
                                   (UNAUDITED)

<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                        Consolidated Financial Statements

                         As of May 31, 2003 and for the
                    Three Months Ended May 31, 2003 and 2002
                                   (UNAUDITED)

                                    CONTENTS

Consolidated Financial Statements:

    Consolidated Balance Sheet.................................................1
    Consolidated Statements of Operations......................................2
    Consolidated Statements of Cash Flows......................................3
    Notes to Consolidated Financial Statements...............................4-7
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                                  May 31, 2003
                                   (UNAUDITED)

ASSETS
Current assets:
    Cash                                                           $     21,421
    Accounts receivable, net of allowance of $5,190                     106,038
    Inventory                                                           108,141
    Other receivables                                                    69,884
    Other current assets                                                 51,750
                                                                   ------------
Total current assets                                                    357,234

Property and equipment, net of depreciation of $903,307               5,172,496

Prepaid loan costs                                                       29,478
Long-term receivable                                                    144,838
Real property held for resale                                           243,150
                                                                   ------------
Total other assets                                                      417,466
                                                                   ------------
                                                                   $  5,947,196
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of notes payable and capital leases            $    811,768
    Bank overdraft                                                        6,015
    Accounts payable                                                    551,774
    Accrued expenses                                                    108,003
    Accrued interest                                                    158,116
    Deferred revenue                                                     10,764
    Due to stockholders                                                 206,344
                                                                   ------------
Total current liabilities                                             1,852,784
                                                                   ------------

Notes payable and capital leases, net of current portion              1,226,907

Stockholders' equity:
Preferred stock, total authorized 1,000,000 shares:
    Series A; cumulative and convertible; $.001 par value;
        600 shares authorized; 102 shares issued and
        outstanding; liquidating preference $376,125
    Series B; cumulative and convertible; $.001 par value;
        3,950 shares authorized; 3,829 shares issued and
        outstanding; liquidating preference $3,829,420                        3
    Common stock; $.002 par value; 75,000,000 shares authorized;
        30,258,758 shares issued; 29,736,758 shares outstanding          60,517
    Common stock payable                                                247,033
    Additional paid-in capital                                       15,281,402
    Stock receivable                                                    (10,000)
    Treasury stock, at cost                                            (265,526)
    Accumulated deficit                                             (12,170,179)
    Loan costs                                                         (275,745)
                                                                   ------------
Total stockholders' equity                                            2,867,505
                                                                   ------------
                                                                   $  5,947,196
                                                                   ============

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       1
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                      Consolidated Statements of Operations
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        May 31,
                                                              ----------------------------
                                                                  2003            2002
                                                              ------------    ------------
<S>                                                           <C>             <C>
Net sales                                                     $    468,650    $    516,056

Cost of goods sold                                                 291,409         301,485
                                                              ------------    ------------

Gross profit                                                       177,241         214,571
                                                              ------------    ------------

Selling, general and administrative expenses                       388,166         615,592
                                                              ------------    ------------

Loss from operations                                              (210,925)       (401,021)

Other income (expense):
    Other income                                                     7,045           8,827
    Interest expense                                               (47,380)        (77,477)
                                                              ------------    ------------
Total other income (expense)                                       (40,335)        (68,650)
                                                              ------------    ------------

Net loss                                                      $   (251,260)   $   (469,671)
                                                              ============    ============

Net loss per common share                                     $       (.01)   $       (.03)
                                                              ============    ============

Weighted average number of common shares outstanding            29,679,879      17,678,844
                                                              ============    ============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       2
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            May 31,
                                                                     ----------------------
                                                                        2003         2002
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
OPERATING ACTIVITIES:
    Net loss                                                         $(251,260)   $(469,671)
    Adjustments to reconcile net loss to net cash provided
       (used) by operating activities:
           Depreciation and amortization                               115,422       70,719
           Stock issued for services                                     3,400      273,900
           Options issued to consultants and employees                  40,900
           Decrease (increase) in:
               Accounts receivables                                     63,002      (14,969)
               Inventory                                                (4,511)     (14,901)
               Other receivables and other assets                       (1,912)       2,544
           Increase (decrease) in:
               Accounts payable and accrued expenses                   138,089       95,702
               Deferred income                                         (25,662)
                                                                     ---------    ---------
Total adjustments                                                      328,728      412,995
                                                                     ---------    ---------
Net cash provided (used) by operating activities                        77,468      (56,676)
                                                                     ---------    ---------

INVESTING ACTIVITIES:
    Decrease in long-term receivables                                   (2,163)
    Acquisition of property and equipment                               (6,149)      (5,979)
                                                                     ---------    ---------
Net cash used by investing activities                                   (8,312)      (5,979)
                                                                     ---------    ---------

FINANCING ACTIVITIES:
    Decrease in bank overdraft                                          (8,172)
    Proceeds from notes payable and long-term debt                      36,092      149,007
    Principal payments on notes payable and capital leases             (95,138)     (90,482)
    Exercise of stock options and warrants                               5,000
                                                                     ---------    ---------
Net cash (used) provided by financing activities                       (62,218)      58,525
                                                                     ---------    ---------

NET INCREASE (DECREASE) IN CASH                                          6,938       (4,130)

CASH, BEGINNING OF PERIOD                                               14,483       14,208
                                                                     ---------    ---------

CASH, END OF PERIOD                                                  $  21,421    $  10,078
                                                                     =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND
    NONCASH INVESTING AND FINANCING ACTIVITIES:
        Cash paid during the period for interest                     $  46,706    $  19,298
                                                                     =========    =========
</TABLE>

During  the period  ended May 31,  2003,  the  Company  recorded a common  stock
payable for loan costs that amounted to $247,033.

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                   STATEMENTS.

                                       3
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                         As of May 31, 2003 and for the
                    Three Months Ended May 31, 2003 and 2002
                                   (UNAUDITED)

1.   BACKGROUND INFORMATION

American Commerce Solutions, Inc. was incorporated in Rhode Island in 1991 under
the name Jaque Dubois,  Inc.,  and was  re-incorporated  in Delaware in 1994. In
July 1995, Juque Dubois, Inc. changed its name to JD American Workwear,  Inc. In
December  2000, the  stockholders  voted at the annual  stockholders  meeting to
change the name of JD American  Workwear,  Inc. to American Commerce  Solutions,
Inc. (the "Company")

The Company is primarily a holding  company  whose wholly  owned  subsidiary  is
engaged in the machining and  fabrication  of parts used in industry,  and parts
sales and service for heavy construction equipment.

2.   GOING CONCERN

The Company has  incurred  substantial  operating  losses since  inception.  The
Company recorded losses from continuing  operations of $251,260 and $469,671 for
the  three-month  periods  ended May 31,  2003 and 2002,  respectively.  Current
liabilities  exceed current assets by $1,495,550 at May 31, 2003.  Additionally,
the Company has been unable to meet  obligations  to its  creditors as they have
become  due and is in  default  on several  notes  payable.  The  ability of the
Company to continue as a going concern is dependent  upon its ability to reverse
negative operating trends, raise additional capital, and obtain debt financing.

Management  has revised its business  strategy to include  expansion  into other
lines of business through the acquisition of other companies in exchange for the
Company's stock.  Although management has reduced debt, new financing to finance
operations  and to  complete  additional  business  acquisitions  is still being
sought.  However,  there can be no  assurance  that the Company  will be able to
raise capital,  obtain debt financing, or improve operating results sufficiently
to continue as a going concern.

The  accompanying   consolidated   financial   statements  do  not  include  any
adjustments  relating  to the  recoverability  and  classification  of  recorded
assets, or the amounts and classification of liabilities that might be necessary
if the Company is unable to continue as a going concern.

                                        4
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                         As of May 31, 2003 and for the
                    Three Months Ended May 31, 2003 and 2002
                                   (UNAUDITED)

3.   BASIS OF PRESENTATION

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations  for the three month  periods  ended May 31,  2003 and 2002,  (b) the
financial  position  at May 31,  2003,  and (c) cash  flows for the three  month
periods ended May 31, 2003 and 2002, have been made.

The  unaudited  consolidated  financial  statements  and notes are  presented as
permitted by Form 10-QSB. Accordingly,  certain information and note disclosures
normally included in condensed financial  statements prepared in accordance with
accounting  principles  generally  accepted in the United States of America have
been omitted.  The  accompanying  consolidated  financial  statements  and notes
should be read in conjunction with the audited financial statements and notes of
the  Company  for the fiscal  year  ended  February  28,  2003.  The  results of
operations  for the three month  period  ended May 31, 2003 are not  necessarily
indicative of those to be expected for the entire year.

The Company records a common stock payable at the time consideration is received
or the obligation is incurred.

4.   COMMON STOCK AND STOCK OPTIONS

During the period ended May 31, 2003, the Company issued 75,000 shares of common
stock for $3,000 of services.

During the period ended May 31, 2003,  the Company  granted  442,600  options to
consultants, all of which were exercised immediately. Total compensation expense
recognized  in  conjunction  with the  issuance  was  approximately  $13,900  in
consulting  expense.  The Company also received $5,000 when 117,600 options were
exercised.

During the period ended May 31, 2003, the Company granted  6,000,000  options to
employees  in  conjunction  with the Employee  Stock  Incentive  Program.  Total
compensation costs recognized for stock-based  employee  compensation  awards in
conjunction  with the  issuance  was $27,000 for the period  ended May 31, 2003.
Subsequent to May 31, 2003, these options were exercised.

                                        5
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                         As of May 31, 2003 and for the
                    Three Months Ended May 31, 2003 and 2002
                                   (UNAUDITED)

4.   COMMON STOCK AND STOCK OPTIONS (CONTINUED)

During the period ended May 31, 2002, the Company granted 750,000 options to key
employees  and  consultants,  all of which  were  exercised  immediately.  Total
compensation and consulting  expense recognized in conjunction with the issuance
was $180,000.

Stock-based  compensation  to  non-employees  is valued using the  Black-Scholes
option  pricing  model.  The Company uses the  intrinsic  value method under APB
Opinion No. 25 to account for stock option  compensation  granted to  employees.
The following table illustrates the effect on net loss and loss per share if the
Company had applied the fair value recognition  provisions of FASB Statement No.
123,   Accounting  for  Stock  Based   Compensation   to  stock-based   employee
compensation:

                                                      THREE MONTHS ENDED MAY 31,
                                                      --------------------------
                                                          2003          2002
                                                       ---------     ---------
Net loss, as reported                                  $(251,260)    $(468,671)

Deduct:  Additional stock-based
employee compensation expense
determined under fair value based
method for all awards, net of related tax
effects                                                  (12,690)     (171,868)
                                                       ---------     ---------

Pro forma net loss                                      (263,950)     (641,539)
                                                       =========     =========

Loss per share:

As reported                                            $    (.01)    $    (.03)
Pro forma                                              $    (.01)    $    (.04)


                                        6
<PAGE>
               American Commerce Solutions, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                         As of May 31, 2003 and for the
                    Three Months Ended May 31, 2003 and 2002
                                   (UNAUDITED)

5.   INVENTORY

Inventory consists of the following at May 31, 2003:

                        Work in process          $ 16,400
                        Finished goods             91,701
                                                 --------
                                                 $108,141
                                                 ========

6.   SEASONALITY

The  diversity  of  operations  in the  Manufacturing  Segment  protects it from
seasonal  trends  except  in the  sales of  agricultural  processing  where  the
majority  of the  revenue  is  generated  while  the  processors  await the next
harvest.

7.   SUBSEQUENT EVENTS

On June 10, 2003, the Company awarded  6,000,000  options to various  employees,
which are immediately  exercisable at 85% of their fair market value,  under the
Employee Stock Incentive Plan for 2003.

On June 27, the Company  awarded  3,000,000  shares of common stock to a related
party under the Non  Qualifying  Stock Option Plan, the Company also awarded two
employees  each 1,500,000  options under the Employee  Stock  Incentive Plan for
2003.

                                        7
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS

This  FILING  contains  forward-looking  statements.  The  words  "anticipated,"
"believe,"  "expect," "plan," "intend," "seek,"  "estimate,"  "project," "will,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations,  future  capital  expenditures,  and  future  net  cash  flow.  Such
statements reflect the Company's current views with respect to future events and
financial  performance and involve risks and uncertainties,  including,  without
limitation,  general  economic  and  business  conditions,  changes in  foreign,
political,   social,  and  economic  conditions,   regulatory   initiatives  and
compliance with governmental regulations,  the ability to achieve further market
penetration and additional  customers,  and various other matters, many of which
are  beyond  the  Company's  control.  Should  one or more  of  these  risks  or
uncertainties  occur, or should  underlying  assumptions  prove to be incorrect,
actual  results  may vary  materially  and  adversely  from  those  ANTICIPATED,
believed,   estimated,  or  otherwise  indicated.   Consequently,   all  of  the
forward-looking statements made in this FILING are qualified by these cautionary
statements and there can be no assurance of the actual results or developments.

The Company  cautions  readers that in addition to important  factors  described
elsewhere, the following important facts, among others, sometimes have affected,
and in the future could affect,  the Company's  actual results,  and could cause
the Company's actual results during 2003 and beyond,  to differ  materially from
those expressed in any forward-looking  statements made by, or on behalf of, the
Company.

This Management's Discussion and Analysis or Plan of Operation presents a review
of the consolidated operating results and financial condition of the Company for
the three  month  periods  ended  May 31,  2003 and 2002.  This  discussion  and
analysis is intended to assist in  understanding  the  financial  condition  and
results of operation of the Company and its subsidiaries. This section should be
read in conjunction with the consolidated  financial  statements and the related
notes.

MANUFACTURING SUBSIDIARY

The  manufacturing  subsidiary  generates  its  revenues  from three  divisions.
Division 1 provides specialized  machining and repair services to heavy industry
and original  equipment  manufacturers.  Division 2 provides  repair and rebuild
services on heavy equipment used in construction  and mining as well as sales of
used equipment.  Division 3 provides parts sales for heavy equipment directly to
<PAGE>
the customer.  The primary market of this segment is the majority of central and
south Florida with parts sales expanding its market internationally. The current
operations can be significantly  expanded using the 38,000 square foot structure
owned by International Machine and Welding, Inc.

The Company does not have discrete financial  information on each division,  nor
does the Company make decisions on the divisions separately; therefore, they are
not reported as segments.

COMPARISON OF THE RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MAY 31, 2003
AND 2002.

RESULTS OF OPERATIONS

The Company  owns one  subsidiary  that  operated in the  manufacturing  segment
during the three months ended May 31, 2003 and 2002. To  facilitate  the readers
understanding  of the  Company's  financial  performance,  this  discussion  and
analysis is presented on a segment basis.

THREE MONTHS ENDED MAY 31, 2003 COMPARED TO MAY 31, 2002

General

The Company's  consolidated net sales decreased to $468,650 for the three months
ended May 31,  2003 a decrease of $47,406  from  $516,056  for the three  months
ended  May 31,  2002,  a  decrease  of 9%.  This  decrease  was due to  economic
sluggishness in the area during the period.

Gross profit for the consolidated operations decreased to $177,241 for the three
months ended May 31, 2003 from $214,571 for the three months ended May 31, 2002.
Gross  profit  decreased as a  percentage  of sales to 37.82% from 41.58%.  This
change was due to the mix of sales recorded.  Consolidated interest expenses for
the three  months  ended May 31,  2003 was  $47,380  compared to $77,477 for the
three  months ended May 31,  2002.  The  decrease in interest  expense is due to
successful debt  refinancing  and reduction of debt. The company  incurred a net
consolidated  loss of $251,260 for the three months ended May 31, 2003  compared
to a loss of $469,671 for the three  months ended May 31, 2002.  The decrease in
the net  consolidated  loss is due to tighter  controls  exercised by management
coupled with decreased interest expense.

Selling, general and administrative expenses decreased to $388,166 for the three
months ended May 31, 2003 from $615,592 for the three months ended May 31, 2002,
a decrease  of $227,426  or 36.94%.  The  decrease  was mainly  attributable  to
elimination of all non-essential expenses and staff reduction.

The company  incurred a net  consolidated  loss of $251,260 for the three months
ended May 31, 2003 compared to a loss of $469,671 for the three months ended May
31, 2002. The decrease in the net  consolidated  loss is due to tighter controls
exercised by management,  coupled with decreased interest expense.  Despite this
<PAGE>
improvement over the preceding year and because of these  continuing  losses the
Company's  ability to continue as a going concern is dependent  upon its ability
to raise additional capital and/or debt financing.

Manufacturing Subsidiary

The Manufacturing  operation provided net sales of $468,650 for the three months
ended May 31, 2003 compared to $516,056 for the three months ended May 31, 2002.
The machining  operations provided $156,696 or 33.4% of net sales with parts and
service providing  $311,954 or 66.6% of net sales for the three months ended May
31, 2003 as compared to machining operations  contributing  $198,483 or 38.5% of
net sales with parts and  service  providing  $317,573 or 61.5% of net sales for
the three months ended May 31, 2002. This increase in the lower margin machining
division partially accounts for the decrease in gross profit margin.

Gross profit from the Manufacturing  operation was $177,241 for the three months
ended May 31, 2003  compared to $214,571 for the three months ended May 31, 2002
providing gross profit margins of 37.8% and 41.6%, respectively.

Selling,  general and administrative expenses were $388,166 for the three months
ended May 31, 2003 compared to $615,592 for the three months ended May 31, 2002.
Interest  expenses were $47,380 for the three months ended May 31, 2003 compared
to $77,477 for the three months ended May 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

During  the  three  months  ended May 31,  2003 and May 31,  2002,  the  Company
provided  (used) net cash for  operating  activities  of $77,468 and  ($56,676),
respectively.  Accounts  receivable  decreased  to $106,038 at May 31, 2003 from
$169,040 at February 28, 2003, a decrease of $63,002, or 37.3%.
<PAGE>
During the three months ended May 31, 2003 and 2002,  the Company used funds for
capital  expenditures  of $6,149  and  $5,979,  respectively.  Cash  flows  from
operations  and loans or the sale of equity  provided for working  capital needs
and  principal  payments on long-term  debt through May 31, 2003.  To the extent
that the cash flows from  operations are  insufficient  to finance the Company's
anticipated  growth, or its other liquidity and capital  requirements during the
next twelve months, the Company will seek additional  financing from alternative
sources  including bank loans or other bank financing  arrangements,  other debt
financing,  the sale of equity securities  (including those issuable pursuant to
the  exercise  of  outstanding   warrants  and  options),   or  other  financing
arrangements. However, there can be no assurance that any such financing will be
available  and, if  available,  that it will be available on terms  favorable or
acceptable to the Company.

SEASONALITY

The  diversity  of  operations  in the  Manufacturing  Segment  protects it from
seasonal  trends  except  in the  sales of  agricultural  processing  where  the
majority  of the  revenue  is  generated  while  the  processors  await the next
harvest.
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures. Based on their evaluation
     as of a date within 90 days of the filing date of this Quarterly  Report on
     Form 10-QSB,  the Registrant's  principal  executive  officer and principal
     financial officer have concluded that the Registrant's  disclosure controls
     and procedures, as defined in Rules 13a-14(c) under the Securities Exchange
     Act of 1934 (the "Exchange  Act"), are effective to ensure that information
     required to be disclosed by the Company in reports that it files or submits
     under the  Exchange Act is recorded,  processed,  summarized,  and reported
     within the time periods specified in the Securities and Exchange Commission
     rules and forms.

(b)  Changes in  internal  controls.  There were no  significant  changes in the
     Registrant's  internal  controls or other factors that could  significantly
     affect these controls subsequent to the date of their evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

During the three month period ended May 31, 2003,  there was no  modification of
any instruments defining the rights of holders of the Company's common stock and
no limitation or  qualification  of the rights evidenced by the Company's common
stock as a result  of the  issuance  of any  other  class of  securities  or the
modification thereof.

On March 11, 2003,  325,000  shares of common stock were issued in conversion of
options.  Also on March 11, 2003,  75,000 shares of common stock were issued for
services valued at $3,000.  On May 8, 2003,  117,600 shares of common stock were
issued in conversion of options for $5,000.

During May 2003,  a dividend  of 111 shares of  preferred  stock B was issued in
lieu of a cash dividend.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has defaulted on a total of $452,488 of notes payable. The amount of
principal  payments  in  arrears  was  $452,488,  with an  additional  amount of
$156,402 of interest  due at May 31,  2003.  These  defaults are the result of a
failure to pay in accordance with the terms agreed.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the three month period ended May 31, 2003, the Company did not submit any
matters to a vote of its security holders.

ITEM 5. OTHER MATTERS

The Company does not have any other material  information to report with respect
to the three month period ended May 31, 2003.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits included herewith are:

     03-01 Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuit
     to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K - None.

(c)  S-8 Filings included by reference

(d)  Employee  Stock  Option Plan and Non  Employee  Directors  and  Consultants
     Retainer Plan for 2003 included by reference
<PAGE>
SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto duly authorized:


                                        AMERICAN COMMERCE SOLUTIONS, INC.


Dated: July 9, 2003                     By: /s/ Daniel L. Hefner
       ----------------                     ------------------------------------
                                            Daniel L. Hefner, President
<PAGE>
                                 CERTIFICATIONS

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBAENES-OXLEY ACT OF 2002

In connection with the Annual Report of American Commerce  Solutions,  Inc. (the
'Company') on Form 10-QSB for the three months ended May 31, 2003, as filed with
the Securities and Exchange  Commission on the date hereof (the 'Report'),  each
of  the  undersigned   officers  of  the  Company  certifies,   pursuant  to  18
U.S.C.Sction 1350, as adopted pusuant to Section 906 of the  Sarbaenes-Oxley Act
of 2002, that to such officer's knowledge: Section 13(a)

     (1)  The Report fully complies with the  requirements  of Section 13 (a) or
          Section 15 (d) of the Securities and Exchange Act of 1934: and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the  Company as of the dates and for the periods  expressed  in the
          Report.

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Signatures                                  Title                       Date
----------                                  -----                       ----

/s/ Robert E. Maxwell        Chairman of the Board and Director     July 9, 2003
------------------------
Robert E. Maxwell

/s/ Daniel L. Hefner         Chief Executive Officer, President     July 9, 2003
------------------------     and Director
Daniel L. Hefner


/s/ Frank D. Puissegur       Chief Financial Officer (Principal     July 9, 2003
------------------------     Financial Officer) and Director
Frank D. Puissegur
<PAGE>
SECTION 302

I, Frank D. Puissegur, certify that:

     1.   I have reviewed this annual report on Form 10-QSB of American Commerce
          Solutions, Inc.;

     2.   Based on my knowledge,  this annual 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 annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  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 annual 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
               annual 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 annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  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 annual 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.

Date: July 9, 2003                      /s/ Frank D. Puissegur
                                        ----------------------------------------
                                        Frank D. Puissegur

                                        Chief Financial Officer
                                        ----------------------------------------
                                        Title
<PAGE>
I, Daniel L. Hefner, certify that:

     1.   I have reviewed this annual report on Form 10-QSB of American Commerce
          Solutions, Inc.;

     2.   Based on my knowledge,  this annual 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 annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  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 annual 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
               annual 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 annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  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 annual 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.

Date: July 9, 2003                      /s/ Daniel L. Hefner
                                        ----------------------------------------
                                        Daniel L. Hefner

                                        Chief Executive Officer
                                        ----------------------------------------
                                        Title