U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934
                For the quarterly period ended November 30, 2002

          [ ] Transition 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                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


                     1400 Chamber Dr., Bartow, Florida 33830
                    (Address of Principal Executive Offices)


                                 (863) 533-0326
                (Issuer's Telephone Number, Including Area Code)


                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

Common  Stock,  $.002 par value per  share,  17,999,344  shares  outstanding  at
November 30, 2002.

    TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES [ ] NO [X]
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY

                              INDEX TO FORM 10-QSB

                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

             Consolidated Balance Sheet as of November 30, 2002               3

             Consolidated Statements of Operations for the Three
               and Nine Months Ended November 30, 2002 and 2001               5

             Consolidated Statements of Cash Flows for the Nine
               Months Ended November 30, 2002 and 2001                        6

             Notes to the Consolidated Financial Statements                   8

     Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations                           10

     Item 3. Controls and Procedures                                         13

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                               14

     Item 2. Changes in Securities and Use of Proceeds                       14

     Item 3. Defaults Upon Senior Securities                                 14

     Item 4. Submissions of Matters to a Vote of Security Holders            14

     Item 5. Other Information                                               14

     Item 6. Exhibits and Reports on Form 8-K                                14

     Signatures                                                              15

                                        2
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                                               November 30, 2002
                                                               -----------------
ASSETS

Current Assets:
  Cash and Cash Equivalents                                       $   29,634
  Accounts Receivable, Net of Allowance of $7,604                    234,674
  Inventory                                                          207,234
  Other Receivables                                                  109,044
  Other Current Assets                                                92,805
                                                                  ----------
     Total Current Assets                                            673,391
                                                                  ----------

Property and Equipment, Net of Accumulated
  Depreciation of $749,379                                         5,196,962
                                                                  ----------

Long-Term Receivable                                                 140,513
Real Property for Resale                                             185,000
Equipment for Resale                                                 243,150
                                                                  ----------
                                                                     568,663
                                                                  ----------

          TOTAL ASSETS                                            $6,439,016
                                                                  ==========

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

                                       3
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET -- CONTINUED
                                   (Unaudited)

                                                               November 30, 2002
                                                               -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Checks Drawn in Excess of Available Cash Balance               $     28,269
  Current Portion of Long-Term Debt                                 1,151,618
  Accounts Payable                                                    615,347
  Accrued Expenses                                                    111,560
  Accrued Payroll Taxes                                               321,078
  Accrued Interest                                                    227,663
  Due to Stockholders                                                 150,444
                                                                 ------------
     Total Current Liabilities                                      2,605,979
                                                                 ------------
Long-Term Debt, Net of Current Portion                                884,070
                                                                 ------------

STOCKHOLDERS' EQUITY:

Preferred Stock, total authorized 1,000,000 shares:
  Series A, cumulative and convertible, authorized
  600 shares, $.001 par value, 102 shares issued and
  outstanding, liquidating preference of $376,125

Series B, cumulative and convertible, authorized 3,950
  shares, $.001 par value, 3,718 shares issued and
  outstanding, liquidating preference of $3,718,180                         3

Common Stock, $.002 par value, authorized 30,000,000
  shares, 18,521,344 issued and 17,999,344
  outstanding                                                          37,043
Additional Paid-In Capital                                         14,676,703
Stock Subscription Receivable                                         (10,000)
Treasury Stock; 522,000 Shares Issued                                (265,526)
Accumulated Deficit                                               (11,445,256)
                                                                 ------------
                                                                    2,992,967
Prepaid Consulting                                                    (44,000)
                                                                 ------------
     Total Stockholders' Equity                                     2,948,967
                                                                 ------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $  6,439,016
                                                                 ============

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

                                       4
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Nine Months Ended November 30,    Three Months Ended November 30,
                                             ------------------------------    -------------------------------
                                                 2002              2001*           2002               2001*
                                             ------------      ------------    ------------       ------------
<S>                                          <C>               <C>             <C>                <C>
Net Sales                                    $  1,776,163      $  1,523,899    $    648,154       $    472,205
Cost of Goods Sold                              1,030,440           895,534         365,076            289,891
                                             ------------      ------------    ------------       ------------
Gross Profit                                      745,723           628,365         283,078            182,314
                                             ------------      ------------    ------------       ------------
Selling, General and
  Administrative Expenses                       1,221,817         1,437,614         332,678            343,031
Gain on Forgiveness of Debt                      (812,014)                         (812,014)
                                             ------------      ------------    ------------       ------------
Total Selling, General and
  Administrative Expenses                         409,803         1,437,614        (479,336)           343,031
                                             ------------      ------------    ------------       ------------
Loss from Operations                              335,920          (809,249)        762,414           (160,717)

Other Income                                       20,798            17,323          20,694              1,978
(Gain) Loss on Sale of Assets                      (7,774)           14,547         (15,548)
Interest Expense                                 (223,191)         (155,533)        (82,491)           (42,890)
                                             ------------      ------------    ------------       ------------
Income (Loss) from Continuing
  Operations                                      125,753          (932,912)        685,069           (201,629)
(Loss)from Discontinued Operations                                  (59,350)                           (14,136)
Loss on Disposal of Discontinued
  Operations                                                        (16,840)                           (16,840)
                                             ------------      ------------    ------------       ------------
Net Income (Loss) to Common
  Shareholders                               $    125,753      $ (1,009,102)   $    685,069       $   (232,605)
                                             ============      ============    ============       ============
Loss Per Share:
  Basic and Fully Diluted Income
    (Loss) Per Common Share from
    Continuing Operations                    $        .01      $       (.09)   $        .04       $       (.02)
  Basic and Fully Diluted Loss Per
    Common Share from Discontinued
    Operations                                                         (.09)                              (.02)
                                             ------------      ------------    ------------       ------------
Net Income (Loss) Per Common
  Shareholders, Basic and Diluted            $        .01      $       (.09)   $        .04       $       (.02)
                                             ============      ============    ============       ============
Weighted Average Number of Common
  Shares Outstanding                           17,705,780        10,628,938      17,999,344         10,628,938
                                             ============      ============    ============       ============
</TABLE>

*As Restated

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

                                       5
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Nine Months         Nine Months
                                                     Ended November 30,  Ended November 30,
                                                           2002                 2001
                                                     ------------------  ------------------
<S>                                                     <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                       $   125,753          $(1,009,102)
                                                        -----------          -----------
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Used by Operating Activities:
    Gain on Extension of Debt                              (812,014)
    Depreciation and Amortization                           237,874              280,511
    Stock Issued for Services                               273,903              217,843
    Loss on Sale of Assets                                    7,774              (14,547)
    Loss On Disposal of Subsidiaries                                              16,840
    (Increase) decrease in:
      Accounts Receivable                                      (340)             (31,753)
      Inventory                                             (29,325)               3,403
      Prepaid Expenses and Other Assets                    (195,144)              (3,212)
    Increase in:
      Accounts Payable                                       42,391              161,150
      Accrued Expenses                                      124,113              366,631
                                                        -----------          -----------
Total Adjustments                                          (350,768)             996,866
                                                        -----------          -----------
Net Cash Used by Operating Activities                      (225,015)             (12,236)
                                                        -----------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash Surrendered in Disposal of Subsidiaries                                   (61,259)
  Collection from Notes                                                           16,753
  Investment in Notes                                                            (55,307)
  Equipment Purchased                                       (22,229)             (10,033)
  Proceeds from Sale of Asset                                14,000
                                                        -----------          -----------
Net Cash Used by Investing Activities                        (8,229)            (109,846)
                                                        -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in Checks Drawn in Excess of Available
    Cash Balance                                             27,991
  Advances on Notes Payable and Long-Term Debt              972,639              159,015
  Repayments on Notes Payable and Long-Term Debt           (761,960)             (76,121)
  Proceeds from Stock Receivable                             10,000               15,000
                                                        -----------          -----------
Net Cash Provided by Financing Activities                   248,670               97,894
                                                        -----------          -----------
Net Increase (Decrease) in Cash                              15,426              (24,188)

Cash and Cash Equivalents - Beginning of Period              14,208               34,885
                                                        -----------          -----------
Cash and Cash Equivalents - End of Period               $    29,634          $    10,697
                                                        ===========          ===========
</TABLE>

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

                                       6
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Nine Months           Nine Months
                                                 Ended November 30,    Ended November 30,
                                                        2002                  2001
                                                 ------------------    ------------------
<S>                                                  <C>                       <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:

  Cash Paid During the Period for Interest           $   136,228               34,111
                                                     ===========          ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:

  Property Sold for Mortgage Payoff and
    Receivable                                                            $   165,000
                                                     ===========          ===========
  Securities Issued for Debt Repayment                                    $     7,000
                                                     ===========          ===========
  Notes Payable Refinanced                                                $   221,229
                                                     ===========          ===========
  Treasury Stock Acquired in Sale of Operations                           $   577,499
                                                     ===========          ===========
  Stock Options Issued in Sale of Operations                              $    47,000
                                                     ===========          ===========
  Equipment Purchased for Notes Payable                                   $    65,385
                                                     ===========          ===========
</TABLE>

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

                                       7
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
           As of November 30, 2002 and the Three and Nine Months Ended
                           November 30, 2002 and 2001

NOTE 1: THE COMPANY

     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 J.D.  American  Workwear,
Inc.  In  December  2000,  the  shareholders  voted at the annual  shareholders'
meeting to change the name of J.D. 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.

NOTE 2: GOING CONCERN

     The Company has incurred  substantial  operating  losses  since  inception;
however,  it has recorded  income from operations of $125,753 for the nine-month
period ended  November 30, 2002.  Current  liabilities  exceed current assets by
approximately  $1.9  million at  November  30,  2002,  and the  Company has used
approximately  $225,000 of cash in operations for the nine months ended November
30, 2002.  Additionally,  the Company has been unable to meet obligations to its
creditors as they have become due.  These  conditions  raise  substantial  doubt
about the Company's ability to continue as a going concern.

     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. Management negotiated new debt financing, of which, the
proceeds of $875,000  were used to settle  outstanding  debts at more  favorable
terms,  and to finance  operations.  A gain of $812,014 has been recognized as a
result of the forgiveness of debt, as recorded in the accompanying  consolidated
financial statements.

     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.

                                       8
<PAGE>
                AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
           As of November 30, 2002 and the Three and Nine Months Ended
                           November 30, 2002 and 2001

NOTE 3: BASIS OF PRESENTATION

     The  consolidated  interim  financial  statements  of the Company have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission with respect to Form 10-QSB. Certain information and note disclosures
normally included in consolidated  financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations,  although the Company believes that the
disclosures  made herein are adequate to make the information  contained  herein
not misleading.  These consolidated  interim financial statements should be read
in conjunction with the Company's audited consolidated  financial statements for
the year ended February 28, 2002 and the notes thereto included in the Company's
Annual  Report  on Form  10-KSB.  In the  Company's  opinion,  all  adjustments,
consisting only of normal recurring adjustments and reclassifications, necessary
for a fair presentation of the information shown herein have been included.

NOTE 4: FORGIVENESS OF DEBT AND NOTE PAYABLE

     During the nine months ended November 30, 2002, the Company  negotiated new
debt  financing,  of which,  the proceeds of $875,000 paid various debts,  which
resulted in a forgiveness  of debt of $812,014.  This new note bears interest at
7.5 percent and has monthly  principle  payments of $8,111  including  interest,
matures in December 2005, and is secured by property.

                                        9
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act of  1934.  Actual  results  could  differ  materially  from  those
projected in the forward-looking  statements as a result of the risk factors set
forth in this report,  the  Company's  Annual  Report on Form 10-KSB,  and other
reports and documents  that the Company files with the  Securities  and Exchange
Commission.

RESULTS OF OPERATIONS

     International  Machine  and  Welding,  Inc.  (IMW)  is  currently  the only
subsidiary of American Commerce Solutions, Inc. IMW has three distinct operating
divisions that make up its total sources of income.  All three divisions operate
from the same 38,000 square foot facility on 4.71 acres in Polk County, Florida.
The administrative  portion of this facility also houses the offices of American
Commerce Solutions, Inc., the parent company.

     The first  operating  division is the machine  shop that boasts some of the
largest  equipment of its type in the southeastern  U.S. This division  provides
machining services to a wide variety of users such as marine, aerospace, nuclear
and fossil  electric  utilities,  heavy  machine  services  industry,  phosphate
mining,  and chemical and defense  industries.  It has the capability to machine
components up to 55 feet in length on a horizontal lathe and machine a component
that is 20 feet in diameter on a vertical  mill.  This  equipment  is one reason
that IMW has a niche in this market place. This division is particularly  strong
in the machining and remanufacturing of large,  complex shaped heavy components,
pumps, valves, bearings, and shafts.

     The second  division is an  independent,  full service repair  facility for
heavy  construction  equipment.  Specializing in tracked earth moving equipment,
IMW  is  fully  capable  of  complete   servicing  and  rebuilding  of  engines,
transmissions,  torque  converters,   undercarriages,  and  tracks  for  crawler
tractors. Providing in the field service and inspections, this division benefits
its customers with convenient and professional  service of their equipment.  The
customer  base  includes   various   municipalities,   solid  waste   companies,
construction and construction service companies,  and the mining industry.  This
division is growing at a pace that will require expansion of the facility in the
foreseeable future.

     The third division is parts sales for the repair division, as well as those
who will do their own repairs.  Customers  are both  domestic and foreign,  with
parts sales to the islands occurring routinely. As working capital and inventory
improve, this third division will provide a more substantial presence within the
division.

     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.

                                       10
<PAGE>
COMPARISON OF THE RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED NOVEMBER 30,
2002 AND 2001.

     After  adjustment for  discontinued  operations that were reported in 2001,
net sales for the three months ended November 30, 2002 increased 37.3 percent to
$648,154 from $472,205 for the three months ended  November 30, 2001.  The heavy
equipment  repair  division  accounts for the majority of the increase  with two
months  of the  quarter  producing  revenue  in  excess  of  $100,000  above the
division's  prior  six-month  average  sales.  Aggressive  marketing  and  sales
activity and a more closely managed shop produced the  opportunity.  The cost of
goods sold  decreased by 25.3 percent for the period ended  November 30, 2002 to
$289,891 as compared to $365,076  for the same period in 2001.  The gross profit
margin increased by 35.6 percent to $283,078 for the quarter ending November 30,
2002 as compared to $182,314  reported for the same quarter  ended  November 30,
2001.

     After  incorporation  of  the  one-time  gain  from  refinancing  operating
expenses  were negated for the three  months ended  November 30, 2002, a gain of
$479,336  resulted  instead of a cost of  $343,031  for the three  months  ended
November 30, 2001,  or a positive  difference  of $822,367.  This was the direct
result of the refinancing of debt in the subsidiary, IMW.

     The Company  experienced a significant gain from operations of $685,069 for
the three months ended  November 30, 2002 as compared to a net operating loss of
$201,629  recorded for the same period in 2001, or an  improvement  of $886,698.
After all  adjusting  entries  for  additional  income and  expenses,  interest,
disposition of assets, and income from discontinued operations,  the net gain to
common shareholders for the period ended November 30, 2002 was $685,069, or $.04
per share.

COMPARISON OF THE RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  NOVEMBER 30,
2002 AND 2001.

     Net sales for the nine months ended  November 30, 2002 were up 16.6 percent
to  $1,776,163  from the  $1,523,899  for the same period in 2001.  On the other
hand,  the cost of goods sold for the nine months  ended  November 30, 2002 were
$1,030,440 as compared to $895,534 for the nine months ended  November 30, 2001.
Gross  profit  increased  18.7  percent to $745,723  for the nine  months  ended
November 30, 2002 from $628,365 for the same period in 2001.

     Operating  expenses  decreased to $409,803  through  November 30, 2002 from
$1,437,614 through November 30, 2001. This $1,027,011  improvement  incorporates
the one-time gain of $812,014  recognized from the  refinancing  accomplished by
management during the third quarter of 2002.

                                       11
<PAGE>
     The net gain  after  all  accounting  for  other  income,  adjustments  for
disposition of assets, interest expense, and disposal of discontinued operations
at the end of the nine-month  period ended  November 30, 2002 was $125,753.  The
fully  adjusted net loss for the same period in 2001 was  $1,009,102,  for a net
improvement of $1,134,855.

     The  basic  and  fully  diluted  gain  per  common  share  from  continuing
operations  for the nine months  ended  November  30, 2002 was $.01,  which is a
factor of the refinancing accomplished in the third quarter.

LIQUIDITY AND CAPITAL RESOURCES

     The net  cash  used by  operating  activities  for the  nine  months  ended
November 30, 2002 was $225,015  compared to $12,236 for the same period in 2001.
Accounts  receivable  increased  by $340  through the first nine months of 2002.
Inventory for continuing operations increased by $29,325.

     Cash flow from operations and short-term loans provided working capital and
principal  payments on  long-term  debt of the  Company  through the nine months
ended November 30, 2002. On November 30, 2002, the Company  received a loan from
a local lending  institution  with very  favorable  terms to provide the capital
needed to  restructure  the existing  debt and to provide  adequate cash flow to
fund the anticipated  growth  opportunities for the Company for the remainder of
the fiscal  year.  The  additional  benefit of this  restructuring  of debt is a
one-time  gain for the quarter  ended  November 30,  2002.  This  one-time  gain
resulted in an $812,014  increase in stockholder  equity.  Cash requirements for
operations  have been reduced by almost $15,000 per month under the terms of the
negotiated  funding and the  settlement  of long-term  debt for less than booked
balances.  The refinancing  accomplished at the end of November provided funding
to  substantially  reduce both long and short-term debt subsequent to the end of
the quarter.  This will assist the Company in meeting its  existing  obligations
through the year-end February 28, 2003.  Anticipated  future growth will require
additional financing to provide working capital for inventory and manpower.

     From inception,  the Company had suffered  substantial losses;  however, it
has recorded income from operations of $125,753 for the nine-month  period ended
November 30, 2002. The accumulated  losses through that date total  $11,445,256.
Although the current quarter was profitable,  the Company still has not achieved
overall, sustained profitability and additional losses are expected until equity
funding occurs to offset the costs of having a public  company.  The Company has
not been able to consistently  pay all of its obligations in a timely manner and
has converted some of its defaulted debt to short-term  installment  agreements.
Management will continue negotiating for both debt and equity funding.

                                       12
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

THE COMPANY HAD CONTROLS AND PROCEDURES IN PLACE DURING THE REPORTING  PERIOD TO
ENSURE  THAT  MATERIAL  INFORMATION  IS KNOWN TO US IN A TIMELY  FASHION.  THOSE
CONTROLS AND  PROCEDURES  HAVE BEEN REVIEWED FROM TIME TO TIME TO EVALUATE THEIR
EFFECTIVENESS.  THE COMPANY IS SATISFIED  THAT THESE CONTROLS AND PROCEDURES ARE
ADEQUATE TO GIVE FAIR REPRESENTATION OF MATERIAL INFORMATION ABOUT THE FINANCIAL
CONDITION OF THE COMPANY.  THERE HAVE BEEN NO SIGNIFICANT  FACTORS OR CHANGES TO
THE  CONTROLS AND  PROCEDURES  OF THE COMPANY  THAT COULD  SIGNIFICANTLY  AFFECT
INTERNAL CONTROLS SUBSEQUENT TO THE REPORTING PERIOD.

                                       13
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     N/A

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     N/A

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     The Company has  defaulted  on a total of  $993,130 of notes  payable.  The
amount of principal payments in arrears was $993,130,  with an additional amount
of $227,449 of interest due at November 30, 2002.  These defaults are the result
of a failure to pay in accordance with the terms agreed.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     N/A

ITEM 5. OTHER INFORMATION

     N/A

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     N/A

                                       14
<PAGE>
                                   SIGNATURES

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

                                     AMERICAN COMMERCE SOLUTIONS, INC.

                                     By: /s/ Daniel L. Hefner
                                     -------------------------------------------
                                     Daniel L. Hefner, Chief Executive Officer
                                     (Principal Executive Officer)


                                     /s/ Frank D. Puissegur
                                     -------------------------------------------
                                     Frank D. Puissegur, Chief Financial Officer
Date: January 9, 2003                (Principal Accounting Officer)

                                      15