UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended May 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number: 33-98682
American Commerce Solutions, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 05-0460102
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1400 Chamber Dr., Bartow, Florida 33830
(Address of principal executive offices)
(863) 533-0326
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
There were 29,736,758 shares of the Registrant's $.002 par value common stock
outstanding as of May 31, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
AMERICAN COMMERCE SOLUTIONS, INC.
CONTENTS
Part I - Financial Information
Item 1. Consolidated Financial Statements
Item 2. Management's Discussion & Analysis
Item 3. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARIES
AS OF MAY 31, 2003 AND FOR THE
THREE MONTHS ENDED MAY 31, 2003 AND 2002
(UNAUDITED)
American Commerce Solutions, Inc. and Subsidiaries
Consolidated Financial Statements
As of May 31, 2003 and for the
Three Months Ended May 31, 2003 and 2002
(UNAUDITED)
CONTENTS
Consolidated Financial Statements:
Consolidated Balance Sheet.................................................1
Consolidated Statements of Operations......................................2
Consolidated Statements of Cash Flows......................................3
Notes to Consolidated Financial Statements...............................4-7
American Commerce Solutions, Inc. and Subsidiaries
Consolidated Balance Sheet
May 31, 2003
(UNAUDITED)
ASSETS
Current assets:
Cash $ 21,421
Accounts receivable, net of allowance of $5,190 106,038
Inventory 108,141
Other receivables 69,884
Other current assets 51,750
------------
Total current assets 357,234
Property and equipment, net of depreciation of $903,307 5,172,496
Prepaid loan costs 29,478
Long-term receivable 144,838
Real property held for resale 243,150
------------
Total other assets 417,466
------------
$ 5,947,196
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable and capital leases $ 811,768
Bank overdraft 6,015
Accounts payable 551,774
Accrued expenses 108,003
Accrued interest 158,116
Deferred revenue 10,764
Due to stockholders 206,344
------------
Total current liabilities 1,852,784
------------
Notes payable and capital leases, net of current portion 1,226,907
Stockholders' equity:
Preferred stock, total authorized 1,000,000 shares:
Series A; cumulative and convertible; $.001 par value;
600 shares authorized; 102 shares issued and
outstanding; liquidating preference $376,125
Series B; cumulative and convertible; $.001 par value;
3,950 shares authorized; 3,829 shares issued and
outstanding; liquidating preference $3,829,420 3
Common stock; $.002 par value; 75,000,000 shares authorized;
30,258,758 shares issued; 29,736,758 shares outstanding 60,517
Common stock payable 247,033
Additional paid-in capital 15,281,402
Stock receivable (10,000)
Treasury stock, at cost (265,526)
Accumulated deficit (12,170,179)
Loan costs (275,745)
------------
Total stockholders' equity 2,867,505
------------
$ 5,947,196
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
1
American Commerce Solutions, Inc. and Subsidiaries
Consolidated Statements of Operations
(UNAUDITED)
Three Months Ended
May 31,
----------------------------
2003 2002
------------ ------------
Net sales $ 468,650 $ 516,056
Cost of goods sold 291,409 301,485
------------ ------------
Gross profit 177,241 214,571
------------ ------------
Selling, general and administrative expenses 388,166 615,592
------------ ------------
Loss from operations (210,925) (401,021)
Other income (expense):
Other income 7,045 8,827
Interest expense (47,380) (77,477)
------------ ------------
Total other income (expense) (40,335) (68,650)
------------ ------------
Net loss $ (251,260) $ (469,671)
============ ============
Net loss per common share $ (.01) $ (.03)
============ ============
Weighted average number of common shares outstanding 29,679,879 17,678,844
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
2
American Commerce Solutions, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(UNAUDITED)
Three Months Ended
May 31,
----------------------
2003 2002
--------- ---------
OPERATING ACTIVITIES:
Net loss $(251,260) $(469,671)
Adjustments to reconcile net loss to net cash provided
(used) by operating activities:
Depreciation and amortization 115,422 70,719
Stock issued for services 3,400 273,900
Options issued to consultants and employees 40,900
Decrease (increase) in:
Accounts receivables 63,002 (14,969)
Inventory (4,511) (14,901)
Other receivables and other assets (1,912) 2,544
Increase (decrease) in:
Accounts payable and accrued expenses 138,089 95,702
Deferred income (25,662)
--------- ---------
Total adjustments 328,728 412,995
--------- ---------
Net cash provided (used) by operating activities 77,468 (56,676)
--------- ---------
INVESTING ACTIVITIES:
Decrease in long-term receivables (2,163)
Acquisition of property and equipment (6,149) (5,979)
--------- ---------
Net cash used by investing activities (8,312) (5,979)
--------- ---------
FINANCING ACTIVITIES:
Decrease in bank overdraft (8,172)
Proceeds from notes payable and long-term debt 36,092 149,007
Principal payments on notes payable and capital leases (95,138) (90,482)
Exercise of stock options and warrants 5,000
--------- ---------
Net cash (used) provided by financing activities (62,218) 58,525
--------- ---------
NET INCREASE (DECREASE) IN CASH 6,938 (4,130)
CASH, BEGINNING OF PERIOD 14,483 14,208
--------- ---------
CASH, END OF PERIOD $ 21,421 $ 10,078
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND
NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for interest $ 46,706 $ 19,298
========= =========
During the period ended May 31, 2003, the Company recorded a common stock
payable for loan costs that amounted to $247,033.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
3
American Commerce Solutions, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
As of May 31, 2003 and for the
Three Months Ended May 31, 2003 and 2002
(UNAUDITED)
1. BACKGROUND INFORMATION
American Commerce Solutions, Inc. was incorporated in Rhode Island in 1991 under
the name Jaque Dubois, Inc., and was re-incorporated in Delaware in 1994. In
July 1995, Juque Dubois, Inc. changed its name to JD American Workwear, Inc. In
December 2000, the stockholders voted at the annual stockholders meeting to
change the name of JD American Workwear, Inc. to American Commerce Solutions,
Inc. (the "Company")
The Company is primarily a holding company whose wholly owned subsidiary is
engaged in the machining and fabrication of parts used in industry, and parts
sales and service for heavy construction equipment.
2. GOING CONCERN
The Company has incurred substantial operating losses since inception. The
Company recorded losses from continuing operations of $251,260 and $469,671 for
the three-month periods ended May 31, 2003 and 2002, respectively. Current
liabilities exceed current assets by $1,495,550 at May 31, 2003. Additionally,
the Company has been unable to meet obligations to its creditors as they have
become due and is in default on several notes payable. The ability of the
Company to continue as a going concern is dependent upon its ability to reverse
negative operating trends, raise additional capital, and obtain debt financing.
Management has revised its business strategy to include expansion into other
lines of business through the acquisition of other companies in exchange for the
Company's stock. Although management has reduced debt, new financing to finance
operations and to complete additional business acquisitions is still being
sought. However, there can be no assurance that the Company will be able to
raise capital, obtain debt financing, or improve operating results sufficiently
to continue as a going concern.
The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
if the Company is unable to continue as a going concern.
4
American Commerce Solutions, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
As of May 31, 2003 and for the
Three Months Ended May 31, 2003 and 2002
(UNAUDITED)
3. BASIS OF PRESENTATION
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three month periods ended May 31, 2003 and 2002, (b) the
financial position at May 31, 2003, and (c) cash flows for the three month
periods ended May 31, 2003 and 2002, have been made.
The unaudited consolidated financial statements and notes are presented as
permitted by Form 10-QSB. Accordingly, certain information and note disclosures
normally included in condensed financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted. The accompanying consolidated financial statements and notes
should be read in conjunction with the audited financial statements and notes of
the Company for the fiscal year ended February 28, 2003. The results of
operations for the three month period ended May 31, 2003 are not necessarily
indicative of those to be expected for the entire year.
The Company records a common stock payable at the time consideration is received
or the obligation is incurred.
4. COMMON STOCK AND STOCK OPTIONS
During the period ended May 31, 2003, the Company issued 75,000 shares of common
stock for $3,000 of services.
During the period ended May 31, 2003, the Company granted 442,600 options to
consultants, all of which were exercised immediately. Total compensation expense
recognized in conjunction with the issuance was approximately $13,900 in
consulting expense. The Company also received $5,000 when 117,600 options were
exercised.
During the period ended May 31, 2003, the Company granted 6,000,000 options to
employees in conjunction with the Employee Stock Incentive Program. Total
compensation costs recognized for stock-based employee compensation awards in
conjunction with the issuance was $27,000 for the period ended May 31, 2003.
Subsequent to May 31, 2003, these options were exercised.
5
American Commerce Solutions, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
As of May 31, 2003 and for the
Three Months Ended May 31, 2003 and 2002
(UNAUDITED)
4. COMMON STOCK AND STOCK OPTIONS (CONTINUED)
During the period ended May 31, 2002, the Company granted 750,000 options to key
employees and consultants, all of which were exercised immediately. Total
compensation and consulting expense recognized in conjunction with the issuance
was $180,000.
Stock-based compensation to non-employees is valued using the Black-Scholes
option pricing model. The Company uses the intrinsic value method under APB
Opinion No. 25 to account for stock option compensation granted to employees.
The following table illustrates the effect on net loss and loss per share if the
Company had applied the fair value recognition provisions of FASB Statement No.
123, Accounting for Stock Based Compensation to stock-based employee
compensation:
THREE MONTHS ENDED MAY 31,
--------------------------
2003 2002
--------- ---------
Net loss, as reported $(251,260) $(468,671)
Deduct: Additional stock-based
employee compensation expense
determined under fair value based
method for all awards, net of related tax
effects (12,690) (171,868)
--------- ---------
Pro forma net loss (263,950) (641,539)
========= =========
Loss per share:
As reported $ (.01) $ (.03)
Pro forma $ (.01) $ (.04)
6
American Commerce Solutions, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
As of May 31, 2003 and for the
Three Months Ended May 31, 2003 and 2002
(UNAUDITED)
5. INVENTORY
Inventory consists of the following at May 31, 2003:
Work in process $ 16,400
Finished goods 91,701
--------
$108,141
========
6. SEASONALITY
The diversity of operations in the Manufacturing Segment protects it from
seasonal trends except in the sales of agricultural processing where the
majority of the revenue is generated while the processors await the next
harvest.
7. SUBSEQUENT EVENTS
On June 10, 2003, the Company awarded 6,000,000 options to various employees,
which are immediately exercisable at 85% of their fair market value, under the
Employee Stock Incentive Plan for 2003.
On June 27, the Company awarded 3,000,000 shares of common stock to a related
party under the Non Qualifying Stock Option Plan, the Company also awarded two
employees each 1,500,000 options under the Employee Stock Incentive Plan for
2003.
7
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS
This FILING contains forward-looking statements. The words "anticipated,"
"believe," "expect," "plan," "intend," "seek," "estimate," "project," "will,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures, and future net cash flow. Such
statements reflect the Company's current views with respect to future events and
financial performance and involve risks and uncertainties, including, without
limitation, general economic and business conditions, changes in foreign,
political, social, and economic conditions, regulatory initiatives and
compliance with governmental regulations, the ability to achieve further market
penetration and additional customers, and various other matters, many of which
are beyond the Company's control. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those ANTICIPATED,
believed, estimated, or otherwise indicated. Consequently, all of the
forward-looking statements made in this FILING are qualified by these cautionary
statements and there can be no assurance of the actual results or developments.
The Company cautions readers that in addition to important factors described
elsewhere, the following important facts, among others, sometimes have affected,
and in the future could affect, the Company's actual results, and could cause
the Company's actual results during 2003 and beyond, to differ materially from
those expressed in any forward-looking statements made by, or on behalf of, the
Company.
This Management's Discussion and Analysis or Plan of Operation presents a review
of the consolidated operating results and financial condition of the Company for
the three month periods ended May 31, 2003 and 2002. This discussion and
analysis is intended to assist in understanding the financial condition and
results of operation of the Company and its subsidiaries. This section should be
read in conjunction with the consolidated financial statements and the related
notes.
MANUFACTURING SUBSIDIARY
The manufacturing subsidiary generates its revenues from three divisions.
Division 1 provides specialized machining and repair services to heavy industry
and original equipment manufacturers. Division 2 provides repair and rebuild
services on heavy equipment used in construction and mining as well as sales of
used equipment. Division 3 provides parts sales for heavy equipment directly to
the customer. The primary market of this segment is the majority of central and
south Florida with parts sales expanding its market internationally. The current
operations can be significantly expanded using the 38,000 square foot structure
owned by International Machine and Welding, Inc.
The Company does not have discrete financial information on each division, nor
does the Company make decisions on the divisions separately; therefore, they are
not reported as segments.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2003
AND 2002.
RESULTS OF OPERATIONS
The Company owns one subsidiary that operated in the manufacturing segment
during the three months ended May 31, 2003 and 2002. To facilitate the readers
understanding of the Company's financial performance, this discussion and
analysis is presented on a segment basis.
THREE MONTHS ENDED MAY 31, 2003 COMPARED TO MAY 31, 2002
General
The Company's consolidated net sales decreased to $468,650 for the three months
ended May 31, 2003 a decrease of $47,406 from $516,056 for the three months
ended May 31, 2002, a decrease of 9%. This decrease was due to economic
sluggishness in the area during the period.
Gross profit for the consolidated operations decreased to $177,241 for the three
months ended May 31, 2003 from $214,571 for the three months ended May 31, 2002.
Gross profit decreased as a percentage of sales to 37.82% from 41.58%. This
change was due to the mix of sales recorded. Consolidated interest expenses for
the three months ended May 31, 2003 was $47,380 compared to $77,477 for the
three months ended May 31, 2002. The decrease in interest expense is due to
successful debt refinancing and reduction of debt. The company incurred a net
consolidated loss of $251,260 for the three months ended May 31, 2003 compared
to a loss of $469,671 for the three months ended May 31, 2002. The decrease in
the net consolidated loss is due to tighter controls exercised by management
coupled with decreased interest expense.
Selling, general and administrative expenses decreased to $388,166 for the three
months ended May 31, 2003 from $615,592 for the three months ended May 31, 2002,
a decrease of $227,426 or 36.94%. The decrease was mainly attributable to
elimination of all non-essential expenses and staff reduction.
The company incurred a net consolidated loss of $251,260 for the three months
ended May 31, 2003 compared to a loss of $469,671 for the three months ended May
31, 2002. The decrease in the net consolidated loss is due to tighter controls
exercised by management, coupled with decreased interest expense. Despite this
improvement over the preceding year and because of these continuing losses the
Company's ability to continue as a going concern is dependent upon its ability
to raise additional capital and/or debt financing.
Manufacturing Subsidiary
The Manufacturing operation provided net sales of $468,650 for the three months
ended May 31, 2003 compared to $516,056 for the three months ended May 31, 2002.
The machining operations provided $156,696 or 33.4% of net sales with parts and
service providing $311,954 or 66.6% of net sales for the three months ended May
31, 2003 as compared to machining operations contributing $198,483 or 38.5% of
net sales with parts and service providing $317,573 or 61.5% of net sales for
the three months ended May 31, 2002. This increase in the lower margin machining
division partially accounts for the decrease in gross profit margin.
Gross profit from the Manufacturing operation was $177,241 for the three months
ended May 31, 2003 compared to $214,571 for the three months ended May 31, 2002
providing gross profit margins of 37.8% and 41.6%, respectively.
Selling, general and administrative expenses were $388,166 for the three months
ended May 31, 2003 compared to $615,592 for the three months ended May 31, 2002.
Interest expenses were $47,380 for the three months ended May 31, 2003 compared
to $77,477 for the three months ended May 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended May 31, 2003 and May 31, 2002, the Company
provided (used) net cash for operating activities of $77,468 and ($56,676),
respectively. Accounts receivable decreased to $106,038 at May 31, 2003 from
$169,040 at February 28, 2003, a decrease of $63,002, or 37.3%.
During the three months ended May 31, 2003 and 2002, the Company used funds for
capital expenditures of $6,149 and $5,979, respectively. Cash flows from
operations and loans or the sale of equity provided for working capital needs
and principal payments on long-term debt through May 31, 2003. To the extent
that the cash flows from operations are insufficient to finance the Company's
anticipated growth, or its other liquidity and capital requirements during the
next twelve months, the Company will seek additional financing from alternative
sources including bank loans or other bank financing arrangements, other debt
financing, the sale of equity securities (including those issuable pursuant to
the exercise of outstanding warrants and options), or other financing
arrangements. However, there can be no assurance that any such financing will be
available and, if available, that it will be available on terms favorable or
acceptable to the Company.
SEASONALITY
The diversity of operations in the Manufacturing Segment protects it from
seasonal trends except in the sales of agricultural processing where the
majority of the revenue is generated while the processors await the next
harvest.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on their evaluation
as of a date within 90 days of the filing date of this Quarterly Report on
Form 10-QSB, the Registrant's principal executive officer and principal
financial officer have concluded that the Registrant's disclosure controls
and procedures, as defined in Rules 13a-14(c) under the Securities Exchange
Act of 1934 (the "Exchange Act"), are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms.
(b) Changes in internal controls. There were no significant changes in the
Registrant's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the three month period ended May 31, 2003, there was no modification of
any instruments defining the rights of holders of the Company's common stock and
no limitation or qualification of the rights evidenced by the Company's common
stock as a result of the issuance of any other class of securities or the
modification thereof.
On March 11, 2003, 325,000 shares of common stock were issued in conversion of
options. Also on March 11, 2003, 75,000 shares of common stock were issued for
services valued at $3,000. On May 8, 2003, 117,600 shares of common stock were
issued in conversion of options for $5,000.
During May 2003, a dividend of 111 shares of preferred stock B was issued in
lieu of a cash dividend.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has defaulted on a total of $452,488 of notes payable. The amount of
principal payments in arrears was $452,488, with an additional amount of
$156,402 of interest due at May 31, 2003. These defaults are the result of a
failure to pay in accordance with the terms agreed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the three month period ended May 31, 2003, the Company did not submit any
matters to a vote of its security holders.
ITEM 5. OTHER MATTERS
The Company does not have any other material information to report with respect
to the three month period ended May 31, 2003.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits included herewith are:
03-01 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuit
to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K - None.
(c) S-8 Filings included by reference
(d) Employee Stock Option Plan and Non Employee Directors and Consultants
Retainer Plan for 2003 included by reference
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto duly authorized:
AMERICAN COMMERCE SOLUTIONS, INC.
Dated: July 9, 2003 By: /s/ Daniel L. Hefner
---------------- ------------------------------------
Daniel L. Hefner, President
CERTIFICATIONS
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBAENES-OXLEY ACT OF 2002
In connection with the Annual Report of American Commerce Solutions, Inc. (the
'Company') on Form 10-QSB for the three months ended May 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the 'Report'), each
of the undersigned officers of the Company certifies, pursuant to 18
U.S.C.Sction 1350, as adopted pusuant to Section 906 of the Sarbaenes-Oxley Act
of 2002, that to such officer's knowledge: Section 13(a)
(1) The Report fully complies with the requirements of Section 13 (a) or
Section 15 (d) of the Securities and Exchange Act of 1934: and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company as of the dates and for the periods expressed in the
Report.
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Robert E. Maxwell Chairman of the Board and Director July 9, 2003
------------------------
Robert E. Maxwell
/s/ Daniel L. Hefner Chief Executive Officer, President July 9, 2003
------------------------ and Director
Daniel L. Hefner
/s/ Frank D. Puissegur Chief Financial Officer (Principal July 9, 2003
------------------------ Financial Officer) and Director
Frank D. Puissegur
SECTION 302
I, Frank D. Puissegur, certify that:
1. I have reviewed this annual report on Form 10-QSB of American Commerce
Solutions, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: July 9, 2003 /s/ Frank D. Puissegur
----------------------------------------
Frank D. Puissegur
Chief Financial Officer
----------------------------------------
Title
I, Daniel L. Hefner, certify that:
1. I have reviewed this annual report on Form 10-QSB of American Commerce
Solutions, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: July 9, 2003 /s/ Daniel L. Hefner
----------------------------------------
Daniel L. Hefner
Chief Executive Officer
----------------------------------------
Title