##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended May 31, 2006



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------

For the transition period from              to

Commission file number: 33-98682



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American Commerce Solutions, Inc.

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 05-0460102                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer 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)



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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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act) . ̈YES    x  NO.

There were 236,050,551 shares of the Registrants $.002 par value common stock outstanding as of May 31, 2006

Transitional Small Business Disclosure Format (Check one):    Yes ̈No   x



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##### Table of Contents

American Commerce Solutions, Inc.

Contents



|                                                            |  |   
|----------------------------------------------------------- |  | --
|Part I 
Financial Information                              |  | 3 
|                                                            | 
|Item 1.
Consolidated Financial Statements                   |  | 3 
|                                                            | 
|Item 2.
Managements Discussion & Analysis                  |  | 11
|                                                            | 
|Item 3.
Controls and Procedures                             |  | 15
|                                                            | 
|Part II 
Other Information                                 |  | 15
|                                                            | 
|Item 1.
Legal Proceedings                                   |  | 15
|                                                            | 
|Item 2.
Changes in Securities                               |  | 15
|                                                            | 
|Item 3.
Defaults Upon Senior Securities                     |  | 15
|                                                            | 
|Item 4.
Submission of Matters to a Vote of Security Holders |  | 15
|                                                            | 
|Item 5.
Other Information                                   |  | 15
|                                                            | 
|Item 6.
Exhibits and Reports on Form 8-K                    |  | 16
|                                                            | 
|Signatures                                                  |  | 16



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##### Table of Contents

PART I  FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Financial Statements

American Commerce Solutions, Inc. and Subsidiaries

As of May 31, 2006 and for the

Three Months Ended May 31, 2006 and 2005

(unaudited)



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##### Table of Contents

American Commerce Solutions, Inc. and Subsidiaries

Consolidated Financial Statements

As of May 31, 2006 and for the

Three
Months Ended May 31, 2006 and 2005

(unaudited)

Contents



|                                           |  |  
|------------------------------------------ |  | -
|Consolidated Financial Statements:         |  |  
|                                           | 
|Consolidated Balance Sheet                 |  | 5
|Consolidated Statements of Operations      |  | 6
|Consolidated Statements of Cash Flows      |  | 7
|Notes to Consolidated Financial Statements |  | 8



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##### Table of Contents

American Commerce Solutions, Inc. and Subsidiaries

Consolidated Balance Sheet

May 31, 2006

(unaudited)



|                                                                                                                                                       |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ----------- | -
|Assets                                                                                                                                                 |  |   |             |  
|Current assets:                                                                                                                                        |  |   |             |  
|Cash                                                                                                                                                   |  | $ | 83,663      |  
|Accounts receivable, net of allowance of $4,544                                                                                                        |  |   | 103,583     |  
|Accounts receivable, factored                                                                                                                          |  |   | 45,325      |  
|Inventory                                                                                                                                              |  |   | 163,056     |  
|Other receivables                                                                                                                                      |  |   | 110,316     |  
|Other current assets                                                                                                                                   |  |   | 84,738      |  
|                                                                                                                                                       |  |   |             |  
|Total current assets                                                                                                                                   |  |   | 590,681     |  
|                                                                                                                                                       | 
|Property and equipment, net of depreciation of $1,957,496                                                                                              |  |   | 5,131,502   |  
|                                                                                                                                                       | 
|Other assets:                                                                                                                                          |  |   |             |  
|Intangible assets, net of accumulated amortization                                                                                                     |  |   | 89,722      |  
|                                                                                                                                                       |  |   |             |  
|Total other assets                                                                                                                                     |  |   | 89,722      |  
|                                                                                                                                                       |  |   |             |  
|                                                                                                                                                       |  | $ | 5,811,905   |  
|                                                                                                                                                       |  |   |             |  
|Liabilities and Stockholders Equity                                                                                                                   |  |   |             |  
|Current liabilities:                                                                                                                                   |  |   |             |  
|Current portion of notes payable                                                                                                                       |  | $ | 787,938     |  
|Accounts payable                                                                                                                                       |  |   | 284,090     |  
|Accrued expenses                                                                                                                                       |  |   | 183,778     |  
|Accrued interest                                                                                                                                       |  |   | 130,756     |  
|Due to stockholders                                                                                                                                    |  |   | 636,660     |  
|Deferred revenue                                                                                                                                       |  |   | 100,588     |  
|                                                                                                                                                       |  |   |             |  
|Total current liabilities                                                                                                                              |  |   | 2,123,810   |  
|                                                                                                                                                       |  |   |             |  
|Notes payable, net of current portion                                                                                                                  |  |   | 754,534     |  
|                                                                                                                                                       | 
|Stockholders equity:                                                                                                                                  |  |   |             |  
|Preferred stock, total authorized 5,000,000 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; 3,944 shares issued and outstanding; liquidating preference
$3,944,617 |  |   | 3           |  
|Common stock; $.002 par value; 350,000,000 shares authorized; 236,572,551 shares issued; 236,050,551 shares outstanding                                |  |   | 473,146     |  
|Additional paid-in capital                                                                                                                             |  |   | 18,922,570  |  
|Stock subscription receivable                                                                                                                          |  |   | (10,000     | )
|Treasury stock, at cost                                                                                                                                |  |   | (265,526    | )
|Accumulated deficit                                                                                                                                    |  |   | (16,096,813 | )
|Loan costs from issuance of common stock                                                                                                               |  |   | (89,819     | )
|                                                                                                                                                       |  |   |             |  
|Total stockholders equity                                                                                                                             |  |   | 2,933,561   |  
|                                                                                                                                                       |  |   |             |  
|                                                                                                                                                       |  | $ | 5,811,905   |  
|                                                                                                                                                       |  |   |             |  

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



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##### Table of Contents

American Commerce Solutions, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)



|                                                     |  |                            |             |   |      |   |             |  
|---------------------------------------------------- |  | -------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                     |  | Three Months Ended May 31, |            
|                                                     |  | 2006                       |             |   | 2005 |  
|Net sales                                            |  | $                          | 649,346     |   |      | $ | 654,899     |  
|                                                     |  |                           
|Cost of goods sold                                   |  |                            | 430,511     |   |      |   | 459,221     |  
|                                                     |  |                            |             |   |      |   |             |  
|Gross profit                                         |  |                            | 218,835     |   |      |   | 195,678     |  
|                                                     |  |                            |             |   |      |   |             |  
|Selling, general and administrative expenses         |  |                            | 528,416     |   |      |   | 543,571     |  
|                                                     |  |                            |             |   |      |   |             |  
|Loss from operations                                 |  |                            | (309,581    | ) |      |   | (347,893    | )
|                                                     |  |                           
|Other income (expense)                               |  |                            | 10,094      |   |      |   | 16,195      |  
|Derecognition of liabilities                         |  |                            |             |   |      |   | 78,290      |  
|Interest expense                                     |  |                            | (33,025     | ) |      |   | (36,727     | )
|                                                     |  |                            |             |   |      |   |             |  
|Total other income (expense)                         |  |                            | (22,931     | ) |      |   | (57,758     | )
|                                                     |  |                            |             |   |      |   |             |  
|Net loss                                             |  | $                          | (332,512    | ) |      | $ | (290,135    | )
|                                                     |  |                            |             |   |      |   |             |  
|Net loss per common share                            |  | $                          | (.00        | ) |      | $ | (.00        | )
|                                                     |  |                            |             |   |      |   |             |  
|Weighted average number of common shares outstanding |  |                            | 235,840,765 |   |      |   | 202,885,147 |  
|                                                     |  |                            |             |   |      |   |             |  

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



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##### Table of Contents

American Commerce Solutions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)



|                                                                                                  |  |                           |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                  |  | Three Months EndedMay 31, |         
|                                                                                                  |  | 2006                      |          |   | 2005 |  
|Operating activities:                                                                             |  |                           |          |   |      |   |          |  
|Net loss                                                                                          |  | $                         | (332,512 | ) |      | $ | (290,135 | )
|Adjustments to reconcile net loss to net cash used by operating activities:                       |  |                           |          |   |      |   |          |  
|Depreciation and amortization                                                                     |  |                           | 107,210  |   |      |   | 108,741  |  
|Stock issued for services                                                                         |  |                           | 29,942   |   |      |   |          |  
|Options issued to consultants and employees                                                       |  |                           |          |   |      |   | 15,000   |  
|Gain on sale of equipment                                                                         |  |                           | (4,500   | ) |      |   |          |  
|Gain on forgiveness of debt                                                                       |  |                           |          |   |      |   | (20,000  | )
|Gain on write down of debt                                                                        |  |                           |          |   |      |   | (15,000  | )
|Decrease in allowance for doubtful accounts                                                       |  |                           | (640     | ) |      |   | (1,979   | )
|(Increase) decrease in:                                                                           |  |                           |          |   |      |   |          |  
|Accounts receivables                                                                              |  |                           | (72,807  | ) |      |   | 9,933    |  
|Inventory                                                                                         |  |                           | (14,522  | ) |      |   | (10,065  | )
|Other assets                                                                                      |  |                           | 14,486   |   |      |   | 167,210  |  
|Increase (decrease) in:                                                                           |  |                           |          |   |      |   |          |  
|Accounts payable and accrued expenses                                                             |  |                           | 9,923    |   |      |   | 9,446    |  
|Deferred income                                                                                   |  |                           | 59,030   |   |      |   | 8,593    |  
|                                                                                                  |  |                           |          |   |      |   |          |  
|Net cash used by operating activities                                                             |  |                           | (204,390 | ) |      |   | (18,256  | )
|                                                                                                  |  |                           |          |   |      |   |          |  
|Investing activities:                                                                             |  |                           |          |   |      |   |          |  
|Decrease in other receivables                                                                     |  |                           | 133      |   |      |   |          |  
|Payments on notes receivable                                                                      |  |                           | 239,016  |   |      |   |          |  
|Proceeds from sale of equipment                                                                   |  |                           | 4,500    |   |      |   |          |  
|Acquisition of property and equipment                                                             |  |                           | (1,369   | ) |      |   | (4,347   | )
|                                                                                                  |  |                           |          |   |      |   |          |  
|Net cash provided (used) by investing activities                                                  |  |                           | 242,280  |   |      |   | (4,347   | )
|                                                                                                  |  |                           |          |   |      |   |          |  
|Financing activities:                                                                             |  |                           |          |   |      |   |          |  
|Increase in checks drawn in excess of bank balance                                                |  |                           |          |   |      |   | 1,896    |  
|Increase in due from factor                                                                       |  |                           | (2,913   | ) |      |   | (17,476  | )
|Proceeds from notes payable and long-term debt                                                    |  |                           | 17,875   |   |      |   | 40,000   |  
|Principal payments on notes payable and capital leases                                            |  |                           | (37,171  | ) |      |   | (88,618  | )
|Increase in advances from stockholders                                                            |  |                           | 49,850   |   |      |   | 27,950   |  
|Exercise of stock options and warrants                                                            |  |                           |          |   |      |   | 32,564   |  
|                                                                                                  |  |                           |          |   |      |   |          |  
|Net cash provided (used) by financing activities                                                  |  |                           | 27,641   |   |      |   | (3,684   | )
|                                                                                                  |  |                           |          |   |      |   |          |  
|Net increase (decrease) in cash                                                                   |  |                           | 65,531   |   |      |   | (26,287  | )
|                                                                                                  |  |                          
|Cash, beginning of period                                                                         |  |                           | 18,132   |   |      |   | 63,506   |  
|                                                                                                  |  |                           |          |   |      |   |          |  
|Cash, end of period                                                                               |  | $                         | 83,663   |   |      | $ | 37,219   |  
|                                                                                                  |  |                           |          |   |      |   |          |  
|Supplemental disclosures of cash flow information and noncash investing and financing activities: |  |                           |          |   |      |   |          |  
|Cash paid during the period for interest                                                          |  | $                         | 25,157   |   |      | $ | 87,852   |  
|                                                                                                  |  |                           |          |   |      |   |          |  

During the three months ended May 31, 2006, the Company issued 9,650,136 shares of common stock to a related
party and related company, valued at $119,758 in exchange for guarantees of a note payable. As of 5/31/06, $29,942 of these guaranty fees have been amortized.

During the three months ended May 31, 2006, the Company wrote off $68,236 of fully depreciated property and equipment.

During the three
months ended May 31, 2006 and 2005, the Company increased notes payable by $5,730 and $6,487, respectively for an accrual of interest.

During the
three months ended May 31, 2005, the Company assigned $252,756 of debt and related accrued interest to a related party in exchange for 12,637,772 shares of common stock. Also, the Company converted $330,148 of debt and related accrued interest
to a related party to 16,507,417 shares of common stock.



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##### Table of Contents

During the three months ended May 31, 2005, the Company issued 5,000,000 shares of common stock in exchange for a
consulting agreement valued at $100,000. The Company issued a note receivable of $34,000 upon the exercise of 2,000,000 options by a consultant.

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



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##### Table of Contents

American Commerce Solutions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of May 31, 2006 and for the

Three Months Ended May 31, 2006 and 2005

(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, Jaque 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 with two wholly owned subsidiaries; International Machine and Welding, Inc. is engaged in the machining and fabrication of
parts used in industry, and parts sales and service for heavy construction equipment; Chariot Manufacturing Company, Inc., which was acquired on October 11, 2003 from a related party, manufactures motorcycle trailers with fiberglass bodies.

2. Stock Based Compensation

At May 31,
2006, the Company has two stock-based employee compensation plans, all of which have been approved by the shareholders.

The Company previously applied the
intrinsic value method provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations for stock-based compensation. Accordingly, the Company recognized compensation expense
of $9,000 in stock-based employee compensation cost at May 31, 2005, which is reflected in the net loss. As permitted, the Company had previously elected to adopt the disclosure-only provisions of Statement of Financial Accounting Standard
No. 123, Accounting for Stock-Based Compensation.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123R), which replaces SFAS No. 123; Accounting for Stock-Based Compensation, (SFAS 123) and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, (APB
25). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under SFAS 123R, the Company is required to measure the
cost of employee services received in exchange for stock options and similar awards based on the grant-date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide
service in exchange for the award. The pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition. The Company adopted SFAS 123R on March 1, 2006 using the modified
prospective method, which did not require the recognition of any non-cash charges, as there were no unvested stock options on that date.

The fair value
concepts were not changed significantly in FAS 123R; however, in adopting FAS 123R, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization
assumptions, the Company will continue using the Black-Scholes valuation model and has elected to use the ratable method to amortize compensation expense over the vesting period of the grant.

Since there were no stock option grants during the three months ended May 31, 2006, no table is required illustrating the pro forma effect on net loss for this
period, prior to the adoption of SFAS 123R as if we had applied the fair value recognition provisions of SFAS 123 during such period.

The following table
reflects the pro forma effect on net loss for the period ended May 31, 2005 as if we had applied the fair value recognition provisions of SFAS 123.



|                                                                                                                                    |  |                               |          |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | -------- | -
|                                                                                                                                    |  | Three MonthsEndedMay 31, 2005 |         
|Net loss, as reported                                                                                                               |  | $                             | (290,135 | )
|                                                                                                                                    | 
|Deduct: Additional stock based employee compensation expense determined under fair value based methods for all awards, net of
taxes |  |                               | (0       | )
|                                                                                                                                    |  |                               |          |  
|Pro forma net loss                                                                                                                  |  | $                             | (290,135 | )
|                                                                                                                                    |  |                               |          |  
|Net loss per share:                                                                                                                 |  |                               |          |  
|As reported                                                                                                                         |  | $                             | (.00     | )
|Pro forma                                                                                                                           |  | $                             | (.00     | )



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3. Going Concern

The Company has incurred substantial operating losses since inception and has used approximately $204,400 of cash in operations for the three months ended May 31, 2006. The Company recorded losses from continuing operations of $332,512
for the three months ended May 31, 2006. Current liabilities exceed current assets by $1,533,129 at May 31, 2006. Additionally, the Company 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 products to manufacture. Management will continue to seek new sources of financing at more favorable terms. 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. 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, 2006 and 2005, (b) the
financial position at May 31, 2006, and (c) cash flows for the three month periods ended May 31, 2006 and 2005, 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 consolidated financial statements and notes of the Company
for the fiscal year ended February 28, 2006. The results of operations for the three month period ended May 31, 2006 are not necessarily indicative of those to be expected for the entire year.

5. Accounts Receivable, Factored

During the three months ended
May 31, 2006, the Company factored receivables of approximately $367,449. In connection with the factoring agreement, the Company incurred fees of approximately $12,900 during the three months ended May 31, 2006. As of May 31, 2006,
certain customers had remitted $51,926 to the Company on factored receivables; the Company recorded this amount as due to the factor and it is included in accrued expenses on the accompanying consolidated balance sheet. Any and all of the
Companys indebtedness and obligations to the Factoring Company is guaranteed by two directors and collateralized by the Companys inventory and fixed assets.

6. Common Stock and Stock Options

During the three months ended May 31, 2006 the Company issued 9,650,136
shares of common stock to a related party and a related company valued at $119,758 in exchange for a guarantee of a note payable. During the three months ended May 31, 2005 the Company issued 5,000,000 shares of common stock for consulting
services valued at $100,000, the Company also issued 12,637,772 shares of common stock in exchange for the assignment of debt and related accrued interest valued at $252,756 and 16,507,417 shares of common stock to convert related party debt and
interest of $330,148.

During the three months ended May 31, 2005 the Company recorded a note receivable for the exercise price of $34,000 when
2,000,000 options to purchase common stock were issued to and exercised by consultants. Total compensation expense recognized in conjunction with the issuance was $6,000.

During the period ended May 31, 2005, the Company granted 3,000,000 options, respectively, to employees in conjunction with the Employee Stock Incentive Plan, all of which were exercised immediately.



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##### Table of Contents

7. Segment Information

The Company has two reportable segments during 2006 and 2005; manufacturing and fiberglass. Although both of these segments are in the manufacturing industry, they provide different types of products and services and each segment is
subject to different marketing, production and technology strategies. Therefore, for the three months ended May 31, 2006 and 2005 the Company has included segment reporting.

For the three months ended May 31, 2006, information regarding operations by segment is as follows:



|                                                        |  |               |           |   |            |   |          |       |  |   |          |   |  |   |           |  
|------------------------------------------------------- |  | ------------- | --------- | - | ---------- | - | -------- | ----- |  | - | -------- | - |  | - | --------- | -
|                                                        |  | Manufacturing |           |   | Fiberglass |   |          | Other |  |   | Total    |  
|Revenue                                                 |  | $             | 612,338   |   |            | $ | 37,008   |       |  |   |          |   |  | $ | 649,346   |  
|Interest expense                                        |  | $             | 25,889    |   |            | $ | 1,021    |       |  | $ | 6,115    |   |  | $ | 33,025    |  
|Depreciation and amortization                           |  | $             | 71,114    |   |            | $ | 35,923   |       |  | $ | 173      |   |  | $ | 107,210   |  
|Net loss                                                |  | $             | (16,331   | ) |            | $ | (102,603 | )     |  | $ | (213,578 | ) |  | $ | (332,512  | )
|Property and equipment, net of accumulated depreciation |  | $             | 4,323,551 |   |            | $ | 806,341  |       |  | $ | 1,610    |   |  | $ | 5,131,502 |  
|Segment assets                                          |  | $             | 4,712,929 |   |            | $ | 969,729  |       |  | $ | 129,247  |   |  | $ | 5,811,905 |  

For the three months ended May 31, 2005, information regarding operations by segment is as follows:



|                                                        |  |               |           |   |            |   |           |       |  |   |          |   |  |   |           |  
|------------------------------------------------------- |  | ------------- | --------- | - | ---------- | - | --------- | ----- |  | - | -------- | - |  | - | --------- | -
|                                                        |  | Manufacturing |           |   | Fiberglass |   |           | Other |  |   | Total    |  
|Revenue                                                 |  | $             | 556,934   |   |            | $ | 97,965    |       |  |   |          |   |  | $ | 654,899   |  
|Interest expense, net                                   |  | $             | 27,050    |   |            | $ | 0         |       |  | $ | 9,677    |   |  | $ | 36,727    |  
|Depreciation and amortization                           |  | $             | 74,002    |   |            | $ | 34,566    |       |  | $ | 173      |   |  | $ | 108,741   |  
|Net (loss)                                              |  | $             | (62,560   | ) |            | $ | (72,520   | )     |  | $ | (155,055 | ) |  | $ | (290,135  | )
|Property and equipment, net of accumulated depreciation |  | $             | 4,563,895 |   |            | $ | 856,014   |       |  | $ | 2,300    |   |  | $ | 5,422,209 |  
|Segment assets                                          |  | $             | 5,137,046 |   |            | $ | 1,049,883 |       |  | $ | 141,885  |   |  | $ | 6,328,814 |  

Segment 1, manufacturing, consists of International Machine and Welding, Inc. and derives its revenues from
machining operations, sale of parts and service. Segment 2, fiberglass, consists of Chariot Manufacturing Company, Inc. and derives its revenues from the manufacture, sale and service of fiberglass trailers, boats and cars.

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



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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 2007 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, 2006 and 2005. 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.

RESULTS OF OPERATIONS

The Company owns two subsidiaries that operated in the manufacturing segment and the fiberglass segment during the three months ended May 31, 2006 and 2005. To
facilitate the readers understanding of the Companys financial performance, this discussion and analysis is presented on a segment basis.

MANUFACTURING SUBSIDIARY

The manufacturing subsidiary, International Machine and Welding, Inc., 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 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.

FIBERGLASS SUBSIDIARY

Chariot Manufacturing Company, Inc. manufactures a variety of fiberglass parts, as well as, motorcycle trailers with
fiberglass bodies. These trailers are sold both on the retail and dealer levels. The company also provides non warranty repairs, modification of existing Chariot Trailers.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2006 AND 2005.

General

The Companys consolidated net sales decreased to $649,346 for the three months ended May 31, 2006, a decrease of $5,553 or .1%, from $654,899
for the three months ended May 31, 2005.

Gross profit for the consolidated operations increased to $218,835 for the three months ended May 31,
2006 from $195,678 for the three months ended May 31, 2005. Gross profit as a percentage of sales was 34% and 30% for the three month periods ended May 31, 2006 and 2005, respectively. The increase in gross profit was due to a higher gross
profit margin related to International Machine and Welding, Inc.s product mix.

Consolidated interest expense, net for the three months ended
May 31, 2006 was $33,025 as compared to $36,727 for same period in 2005 for a decrease of $3,702 or 10%. This decrease in interest expense is due to the settlement and payments on long-term debt.

Selling, general and administrative expenses decreased to $528,416 for the three months ended May 31, 2006 as compared to $543,571 for the three months ended
May 31, 2005, a decrease of $15,155 or 3%. The decrease was primarily due to a decrease in consulting expenses, professional fees for legal services and the Company decreasing the amount of options issued under the Employee Stock Incentive Plan
for 2004 and the Non Qualifying Stock Option Plan.



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The Company incurred a net consolidated loss of $332,512 for the three months ended May 31, 2006 compared to a loss
of $290,135 for the three months ended May 31, 2005. The increase in the consolidated net loss is primarily due to the limited revenue of the fiberglass segment while retooling during the three months ended May 31, 2006. As a result of the
continued losses, the Independent Auditors have questioned the Companys continuation as a going concern.

Manufacturing Subsidiary

The manufacturing operation, International Machine and Welding, Inc. provided net sales of $612,238 for the three months
ended May 31, 2006 compared to $612,338 for the three months ended May 31, 2005. The machining operations provided $177,553 or 29% of net sales with parts and service providing $434,785 or 71% of net sales for the three months ended
May 31, 2006 as compared to machining operations contributing $246,494 or 44% of net sales with parts and service providing $310,440 or 56% of net sales for the three months ended May 31, 2005. The overall increase in net sales is due to
an increase in sales through improved marketing for the three months ended May 31, 2006 as compared to the three months ended May 31, 2005.

Gross profit from the International Machine and Welding, Inc. was $236,587 for the three months ended May 31, 2006 compared to $181,340 for the same period in 2005 providing gross profit margins of 39% and 33%, respectively. The
increase in gross profit margin was due to the change in the mix between machining and sales of parts and services.

Selling, general and administrative
expenses for International Machine and Welding, Inc. were $234,713 for the three months ended May 31, 2006 compared to $216,880 for the three months ended May 31, 2005. The increase in selling, general and administrative expenses is due to
an overall increase in payroll and payroll related expenses associated with the increased revenue.

Interest expense, net was $25,889 for the three months
ended May 31, 2006 compared to $27,050 for the same period ended 2005. The decrease in interest expense, net is due to the Companys payments on notes payable during first quarter of 2006.

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

Fiberglass Subsidiary

The fiberglass manufacturing operation, Chariot Manufacturing Company, Inc. provided net sales of $37,008 for the three months ended May 31, 2006 as compared to
$97,965 for the same period in 2005. The decrease in net sales is due to reduced production of finished goods while retooling was being completed.

Gross
profit from Chariot was $(17,752) for the three months ended May 31, 2006 providing a gross profit margin of (48%) as compared to $14,307 providing a gross profit margin of 15% for the same period in 2005. The decrease in gross profit and
the related gross profit margin was due to reduced sales and additional costs incurred to start up the manufacturing process again.

Selling, general and
administrative expenses were $86,321 for the three months ended May 31, 2006 as compared to $88,022 for the same period in 2005.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended May 31, 2006 and 2005, the Company used net cash from
operating activities of $204,390 and $18,256, respectively. This increase in cash used by operating activities is primarily due to an increase in accounts receivable and the overall net loss, which was partially offset by a decrease in other assets,
accounts payable, and deferred revenue during the three months ended May 31, 2006 as compared to the same period in 2005.

During the three months
ended May 31, 2006 and 2005, the Company provided (used) cash for investing activities of $242,280 and $(4,347), respectively. The increase in net cash provided by investing activities is primarily due to the cash received from the collection
of a note receivable during the three months ended May 31, 2006.

During the three months ended May 31, 2006 and 2005, the Company provided
(used) cash from financing activities of $27,641 and ($3,684), respectively. The increase in net cash provided from financing activities is due to the increase of advances from stockholders during the three months ended May 31, 2006.

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, 2006. As of May 31, 2006, working capital deficit was $1,533,129. To the extent that the cash flows from operations are insufficient to finance the Companys anticipated growth, or its other liquidity and capital



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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.

Management has revised its business strategy to include the manufacture of additional products.. Although management has reduced debt, new financing to finance operations and to facilitate additional production 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.

Seasonality

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company has prepared the accompanying unaudited consolidated financial
statements in conformity with accounting principles generally accepted in the United States for interim financial information. All intercompany transactions have been eliminated in consolidation. The preparation of consolidated unaudited
financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated unaudited financial statements
and the reported amounts of revenues and expenses during the reporting period. The Company reviews its estimates, including but not limited to, recoverability of long-lived assets, recoverability of prepaid expenses and allowance for doubtful
accounts, on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These evaluations are performed and adjustments are made as information is available. Management believes that these
estimates are reasonable; however, actual results could differ from these estimates.

We believe that the following critical policies affect our more
significant judgments and estimates used in preparation of our consolidated unaudited financial statements.

We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make required payments. We base our estimate on an analysis of the Companys prior collection experience, customer credit worthiness, and current economic
trends. If the financial condition of our customers were to deteriorate, additional allowances may be required.

We value our inventories at the lower
of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out method; market is determined based on net realizable value. We write down inventory balances for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be required.

We value our property and equipment at cost. Amortization and depreciation
are calculated using the straight-line and accelerated methods of accounting over the estimated useful lives of the assets. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When
property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

Fair value estimates used in preparation of the consolidated unaudited financial statements are based upon certain market assumptions and pertinent information available to management. The respective carrying value of
certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, and accrued expenses. Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Companys notes payable is estimated based upon the quoted market
prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities.

Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated unaudited financial statements carrying amounts of existing assets and liabilities and their respective income tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized as income in the period that included the enactment date.



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ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Management, including
our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of May 31, 2006. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective such that the material information required
to be included in our Securities and Exchange Commission (SEC) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to American Commerce Solutions, Inc., and was made
known to them by others within those entities, particularly during the period when this report was being prepared.

There were no
significant changes in the Companys Internal Controls or in other factors that have materially affected, or are reasonably likely to affect, Internal Controls over financial reporting during the most recent fiscal year.

EXHIBITS

Exhibits included herewith are:



|     |  |                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of the Chief Financial Officer                                                                          
|     | 
|31.2 |  | Certification of the Chief Executive Officer                                                                          
|     | 
|32   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

During the three months ended May 31, 2006, 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 2, 2006, 3,216,712 shares of common stock valued at $39,919, were issued to a related party in exchange for guaranteeing a company note
payable.

On March 2, 2006, 6,433,424 shares of common stock valued at $79,839, were issued to a related company in exchange for guaranteeing a
company note payable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has defaulted on a total of $727,031 of notes payable. The amount of
principal payments in arrears was $606,673, with an additional amount of $120,358 of interest due at May 31, 2006. These defaults are the result of a failure to pay in accordance with the terms agreed.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the three month period ended May 31, 2006, the Company
did not submit any matters to a vote of its security holders.

ITEM 5. OTHER MATTERS

None



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits  None

(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 2004 included by reference

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 COMMERCE SOLUTIONS, INC.
|                    |  |                                  
|Date: July 12, 2006 |  | By:                               |  | /s/ Daniel L. Hefner                                
|                    |  |                                   |  | Daniel L. Hefner, President                         
|                    |  |                                  
|Date: July 12, 2006 |  | By:                               |  | /s/ Frank D. Puissegur                              
|                    |  |                                   |  | Frank D. Puissegur, CFO and Chief Accounting
Officer



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