10-Q 1 aacs_10q.htm FORM 10-Q aacs_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the quarterly period ended November 30, 2013
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the transition period from _______, 20 , to ______, 20 .
 
Commission File Number 33-98682
 
American Commerce Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Florida
 
05-0460102
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
 
1400 Chamber Drive, Bartow, Florida 33830
(Address of Principal Executive Offices)
 
(863) 533-0326
(Registrant’s Telephone Number, Including Area Code)
 
Securities registered pursuant to Section 12(g) of the Act:
 
$0.001 par value preferred stock
 
Over the Counter Bulletin Board
$0.002 par value common stock
 
Over the Counter Bulletin Board
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
 
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 ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months. Yes ¨ No x
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ¨ No x
 
As of January 14, 2014, the Registrant had 903,535,936 outstanding shares of its common stock, $0.002 par value.
 
Documents incorporated by reference: none



 
 

 
AMERICAN COMMERCE SOLUTIONS, INC.
FORM 10-Q—INDEX
 
Part I – Financial Information
     
         
Item 1.
Financial Statements
   
3
 
           
 
Consolidated Balance Sheets
   
3
 
           
 
Consolidated Statements of Operations
   
4
 
           
 
Consolidated Statement of Changes in Stockholders’ Equity
   
5
 
           
 
Consolidated Statements of Cash Flows
   
6
 
           
 
Notes to Consolidated Financial Statements
   
7
 
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
   
11
 
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   
15
 
           
Item 4T.
Controls and Procedures
   
15
 
         
Part II – Other Information
       
           
Item 1.
Legal Proceedings
   
18
 
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
18
 
           
Item 3.
Defaults Upon Senior Securities
   
18
 
           
Item 4.
Mine Safety Disclosures
   
18
 
           
Item 5.
Other Information
   
18
 
           
Item 6.
Exhibits
   
19
 
         
Signatures
   
20
 

 
2

 
 
PART I – FINANCIAL INFORMATION
 
ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS
 
AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
           
CONSOLIDATED BALANCE SHEETS
           
             
   
NOVEMBER 30,
   
FEBRUARY 28,
 
   
2013
   
2013
 
ASSETS
 
(unaudited)
       
             
CURRENT ASSETS:
           
Cash
  $ 35,846     $ 21,751  
Accounts receivable, net of allowance of $481 and $0, respectively
    97,560       144,748  
Accounts receivable, factored
    9,218       14,054  
Inventories
    308,653       278,594  
Note receivable, related party
    1,009,792       1,009,792  
Due from related party
    499,381       561,644  
Other receivables, including related party receivables of $183,263 and $149,451, respectively
    253,327       181,398  
Prepaid expenses
    23,259       4,481  
Total Current Assets
    2,237,036       2,216,462  
                 
Property and equipment, net of accumulated depreciation of $2,771,783 and $2,624,254, respectively
    2,659,814       2,775,828  
                 
OTHER ASSETS:
               
Other assets
    7,637       3,080  
Total Other Assets
    7,637       3,080  
                 
TOTAL ASSETS
  $ 4,904,487     $ 4,995,370  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
Accounts payable, including related party payables of $13,500 and $19,940, respectively
  $ 70,933     $ 155,503  
Accrued expenses, including related party balances of $28,024 and $52,386, respectively
    61,388       102,149  
Accrued interest, including related party balances of $35,449 and $76,242, respectively
    317,011       348,313  
Current portion of notes payable, related parties
    -       226,988  
Current portion of notes payable
    257,296       539,363  
Total Current Liabilities
    706,628       1,372,316  
                 
LONG-TERM LIABILITIES:
               
Notes payable, net of current portion
    488,865       -  
Notes payable, related party, net of current portion
    456,072       881,808  
Due to stockholders
    2,011,410       1,837,110  
Total Long-Term Liabilities
    2,956,347       2,718,918  
                 
Total Liabilities
    3,662,975       4,091,234  
                 
STOCKHOLDERS' EQUITY
               
Preferred stock; $0; 5,000,000 shares authorized:
               
Series A; cumulative and convertible; $0.001 par value; 600 shares authorized
               
102 shares issued and outstanding; liquidating preference $376,125
    -       -  
Series B; cumulative and convertible; $0.001 par value; 3,950 shares authorized
               
3,944 shares issued and outstanding; liquidating preference $3,944,617
    3       3  
Common stock, $0.002 par value; 1,500,000 shares authorized; 904,057,936 and 663,622,066
               
 shares issued and 903,535,936 and 663,100,066 shares outstanding, respectively
    1,808,117       1,327,245  
Additional paid-in capital
    18,861,582       18,908,713  
Stock subscription receivable
    (10,000 )     (10,000 )
Accumulated deficit
    (19,152,664 )     (19,056,299 )
      1,507,038       1,169,662  
Treasury stock at cost
    (265,526 )     (265,526 )
Total Stockholders' Equity
    1,241,512       904,136  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 4,904,487     $ 4,995,370  

See notes to the unaudited financial statements
 
 
3

 
 
AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
                       
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                       
                         
                         
   
For the Three Months Ended
November 30,
   
For the Nine Months Ended
November 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
REVENUE:
                       
Net sales
  $ 627,456     $ 617,157     $ 1,999,715     $ 1,824,622  
      627,456       617,157       1,999,715       1,824,622  
                                 
COST OF GOODS SOLD
    293,252       281,663       932,248       832,929  
                                 
GROSS MARGIN
    334,204       335,494       1,067,467       991,693  
                                 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    329,937       357,114       1,072,561       1,071,677  
                                 
LOSS FROM OPERATIONS
    4,267       (21,620 )     (5,094 )     (79,984 )
                                 
OTHER INCOME (EXPENSE)
                               
Forgiveness of debt
    -       -       -       208,489  
Other income (expense)
    (11,045 )     -       (11,045 )     7,289  
Interest expense
    (28,247 )     (32,544 )     (92,550 )     (99,749 )
Interest income
    4,354       3,702       12,324       10,438  
TOTAL OTHER EXPENSE (INCOME)
    (34,938 )     (28,842 )     (91,271 )     126,467  
                                 
NET (LOSS) INCOME
  $ (30,671 )   $ (50,462 )   $ (96,365 )   $ 46,483  
                                 
NET (LOSS) INCOME PER COMMON SHARE, BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ 0.00  
                                 
WEIGHTED AVERAGE NUMBER OF
                               
COMMON  SHARES OUTSTANDING, BASIC AND DILUTED
    747,351,624       349,169,576       691,509,667       347,800,011  
 
See notes to the unaudited financial statements
 
 
4

 
 
AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
             
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
             
                                 
 
                   
   
Preferred Stock
   
Common Stock
   
Additional
Paid-In
   
Stock
Subscription
   
Accumulated
   
Treasury
   
Total
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Receivable
   
Deficit
   
Stock
   
Deficit
 
                                                       
Balance, February 28, 2013
    4,046     $ 3       663,622,066     $ 1,327,245     $ 18,908,713     $ (10,000 )   $ (19,056,299 )   $ (265,526 )   $ 904,136  
                                                                         
Issuance of shares of common stock for deposit on acquisition
    -       -       10,000,000       20,000       1,000       -       -       -       21,000  
                                                                         
Capital contribution from shareholder
    -       -       -       -       21,000       -       -       -       21,000  
                                                                         
Issuance of shares of common stock in conversion of debt
    -       -       230,435,870       460,872       (69,131 )     -       -       -       391,741  
                                                                         
Net loss (unaudited)
    -       -       -       -       -       -       (96,365 )     -       (96,365 )
                                                                         
Balance, November 30, 2013 (unaudited)
    4,046     $ 3       904,057,936     $ 1,808,117     $ 18,861,582     $ (10,000 )   $ (19,152,664 )   $ (265,526 )   $ 1,241,512  
  
See notes to the unaudited financial statements
 
 
5

 

AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY
           
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
           
             
   
For the Nine Months Ended
November 30,
 
   
2013
   
2012
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss) income
  $ (96,365 )   $ 46,483  
Adjustments to reconcile net loss to net cash and cash equivalents used by operating activities:
            .  
Depreciation
    147,530       140,289  
Amortization of loan costs
    23,769       67,807  
Gain on forgiveness of debt
    -       (208,489 )
Loss on disposal of equipment
    -       1,917  
Issuance of common stock for guaranty
    -       18,000  
(Increase) decrease in:
               
Accounts receivable
    47,188       (34,128 )
Inventories
    (30,059 )     36,568  
Other assets
    27,450       8,757  
Increase (decrease) in:
               
Accounts payable and accrued expenses
    (156,633 )     (131,033 )
Net cash used by operating activities
    (37,120 )     (53,829 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Increase in other receivables
    11,334       (39,889 )
Acquisition of property and equipment
    (31,516 )     (25,761 )
Net cash used by investing activities
    (20,182 )     (65,650 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Increase in due from factor
    4,836       11,445  
Proceeds from notes payable and long-term debt
    152,468       122,766  
Principal payments on notes payable
    (260,207 )     (190,509 )
Increase in due to stockholders
    174,300       174,300  
Net cash provided by financing activities
    71,397       118,002  
                 
Net decrease in cash and cash equivalents
    14,095       (1,477 )
                 
Cash and cash equivalents, beginning of period
    21,751       8,078  
                 
Cash and cash equivalents, end of period
  $ 35,846     $ 6,601  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for interest
  $ 42,909     $ 23,952  
                 
NON-CASH FINANCING AND INVESTING ACTIVITIES:
               
Increase in notes payable for accrued interest
  $ -     $ 665  
Common stock issued for a deposit
  $ 21,000     $ -  
Capital contribution from shareholder
  $ 21,000     $ -  
 
See notes to the unaudited financial statements
 
 
6

 
 
American Commerce Solutions, Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
As of November 30, 2013 and for the
Three and Nine Months Ended November 30, 2013 and 2012

1. BACKGROUND INFORMATION
 
American Commerce Solutions, Inc., located and operating in West Central Florida, 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”). In August of 2012, the Company was re-incorporated in Florida.

The Company is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc. is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment.

2. GOING CONCERN
 
The Company has incurred substantial operating losses since inception and has used approximately $37,100 of cash in operations for the nine months ended November 30, 2013. Additionally, the Company is in default on several notes payable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 to facilitate manufacturing contracts under negotiation. In conjunction with the anticipated new contracts, management is currently negotiating new debt and equity financing, the proceeds from which would be used to settle outstanding debts at more favorable terms, to finance operations, and to complete additional business acquisitions. 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.

3. RECENT ACCOUNTING PRONOUNCEMENTS
 
Recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
 
 
7

 

4. STOCK BASED COMPENSATION
 
At November 30, 2013, the Company has two stock-based employee compensation plans, both which have been approved by the shareholders.

The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The value of each grant is estimated at the grant date using the Black-Scholes model. There were no options granted or exercised during the three months ended November 30, 2013 and 2012.

5. 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 and nine month periods ended November 30, 2013 and 2012, (b) the financial position at November 30, 2013, and (c) cash flows for the nine month periods ended November 30, 2013 and 2012, have been made.

The unaudited consolidated financial statements and notes are presented as permitted by Form 10-Q. 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, 2013. The results of operations for the three and nine month periods ended November 30, 2013 are not necessarily indicative of those to be expected for the entire year.

6. ACCOUNTS RECEIVABLE, FACTORED
 
During the nine months ended November 30, 2013, the Company factored receivables of approximately $343,600. In connection with the factoring agreement, the Company incurred fees of approximately $11,600 and $17,800 during the nine months ended November 30, 2013 and 2012, respectively.  During the three months ended November 30, 2013 and 2012, the Company incurred fees of approximately $2.300 and $4,900, respectively.  Any and all of the Company’s indebtedness and obligations to the Factoring Company is guaranteed by two stockholders and collateralized by the Company’s inventory and fixed assets.

7. INVENTORIES
 
Inventories consist of the following:

   
November 30,
2013
   
February 28,
2013
 
Work-in process
 
$
12,517
   
$
10,906
 
Finished goods
   
296,136
     
267,688
 
Raw materials
   
-
     
-
 
Total inventories
 
$
308,653
   
$
278,594
 
 
 
8

 

8. RELATED PARTY TRANSACTIONS
 
During the three and nine months ended November 30, 2013, two executives who are stockholders of the Company deferred $58,100 and $174,300 of compensation earned during these periods, respectively. The balance due to stockholders at November 30, 2013 and 2012, totaled $2,011,410 and $1,837,110, respectively. The amounts are unsecured, non-interest bearing, and have no specific repayment terms; however, the Company does not expect to repay these amounts within the next year.

Certain notes to related parties have conversion features, whereby, at the holder’s option, the notes may be converted, in whole or in part upon written notice, into the Company’s common shares at a discount to the fair market value. The Company considered the value of the beneficial conversion features of the notes, and when deemed material, recorded the beneficial conversion value as deferred financing costs and amortized the amount over the period of the loan, charging interest expense. The convertible notes are to related parties, who have the majority of the voting rights. The related parties have waived their conversion rights since the inception of these notes until such time that the Company’s market price of shares rise sufficiently or the Company amends the capital structure (through a reverse split or increase in the authorized shares) or combination of all factors, whereby a conversion of any single note, or portion thereof, will not exceed the authorized shares of the Company.

The above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.
 
In November 2013, the Company exchanged $391,741 of debt due to the related parties for 230,435,870 shares of common stock. The shares were valued at $0.0017 per share.

 
9. SEGMENT INFORMATION
 
The Company had two reportable segments during 2013 and 2012; manufacturing and other. For the three months ended November 30, 2013 and 2012 the Company has included segment reporting.

For the three months ended November 30, 2013, information regarding operations by segment is as follows:

   
Manufacturing
   
Other (a)
   
Total
Continuing
Operations
 
                   
Revenue
 
$
627,456
         
$
627,456
 
Interest expense
 
$
16,570
     
11,677
     
28,247
 
Depreciation
 
$
49,177
             
49,177
 
Net income (loss)
 
$
86,946
     
(117,617
)
   
(30,671
)
Property and equipment, net of accumulated depreciation
 
$
2,659,814
             
2,659,814
 
Segment assets
 
$
3,406,541
     
1,590,134
     
4,996,675
 
 
 
9

 

For the three months ended November 30, 2012, information regarding operations by segment is as follows:

   
Manufacturing
   
Other (a)
   
Total
 
                   
Revenue
 
$
617,157
         
$
617,157
 
Interest expense
 
$
19,219
     
13,325
     
32,544
 
Depreciation
 
$
47,436
             
47,436
 
Net income (loss)
 
$
70,444
     
(120,906
)
   
(50,462
)
Property and equipment, net of accumulated depreciation
 
$
2,802,247
             
2,802,247
 
Segment assets
 
$
3,469,284
     
1,470,706
     
4,939,990
 

For the nine months ended November 30, 2013, information regarding operations by segment is as follows:

   
Manufacturing
   
Other (a)
   
Total
Continuing
Operations
 
                   
Revenue
 
$
1,999,715
         
$
1,999,715
 
Interest expense
 
$
52,343
     
40,207
     
92,550
 
Depreciation
 
$
147,530
             
147,530
 
Net income (loss)
 
$
257,766
     
(354,131
)
   
(96,365
)

For the nine months ended November 30, 2012, information regarding operations by segment is as follows:

   
Manufacturing
   
Other (a)
   
Total
 
                   
Revenue
 
$
1,824,622
         
$
1,824,622
 
Interest expense
 
$
59,945
     
39,804
     
99,749
 
Depreciation
 
$
140,289
             
140,289
 
Net income (loss)
 
$
386,722
     
(340,239
)
   
46,483
 

(a)
The “other” segment is mainly related to the holding company expenses and general overhead, as well as the stock based compensation awards.

Segment 1, manufacturing, consists of International Machine and Welding, Inc. and derives its revenues from machining operations, sale of parts and service.

The manufacturing segment, International Machine and Welding, Inc. has a broad and diverse base of customers. The segment does have a significant customer which accounts for 49% of total sales; the loss of this customer would have a material adverse effect on the segment. Also, this segment generates a significant amount of revenues from sales and services provided to three different industries.
 
 
10

 
 
ITEM 2.
MANAGEMENT’S DISCUSSION AND 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 the year ended February 28, 2014 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 and nine month periods ended November 30, 2013 and 2012. This discussion and analysis is intended to assist in understanding the financial condition and results of operation of the Company and its subsidiary. This section should be read in conjunction with the consolidated financial statements and the related notes.

RESULTS OF OPERATIONS
 
MANUFACTURING SEGMENT
 
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.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013 AND 2012

General
 
The Company’s consolidated net sales increased to $627,456 for the three months ended November 30, 2013, an increase of $10,299 or 2%, from $617,157 for the three months ended November 30, 2012. Management believes the increase is due to changes in the construction industry as machines are between their life cycles.
 
 
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Gross profit for the consolidated operations decreased to $334,204 for the three months ended November 30, 2013 from $335,494 for the three months ended November 30, 2012. Gross profit as a percentage of sales decreased to 53% for the three months ended November 30, 2013 from 54% for the three months ended November 30, 2012.

Consolidated interest expense for the three months ended November 30, 2013 was $28,247 compared to $32,544 for the three months ended November 30, 2012.  The decrease of $4,297 or 13% is primarily due to the decrease in notes payable.

Consolidated interest income for the three months ended November 30, 2013 was $4,354 compared to $3,702 for the three months ended November 30, 2012.  The increase of $652 or 18% is primarily due to the increase in other receivables.

Consolidated selling, general and administrative expenses decreased to $329,937 for the three months ended November 30, 2013 from $357,114 for the three months ended November 30, 2012, a decrease of $27,177 or 8%.

The Company incurred net consolidated loss of $30,671 for the three months ended November 30, 2013 compared to $50,462 for the three months ended November 30, 2012. The decrease in net loss is primarily due to the decrease in selling, general and administrative expenses detailed above.

Manufacturing Segment
 
The manufacturing operation, International Machine and Welding, Inc. provided net sales of $627,456 for the three months ended November 30, 2013 compared to $617,157 for the three months ended November 30, 2012. The machining operations provided $173,245 or 28% of net sales with parts and service providing $454,212 or 72% of net sales for the three months ended November 30, 2013 as compared to machining operations contributing $195,510 or 32% of net sales with parts and service providing $421,647 or 68% of net sales for the three months ended November 30, 2012.

Gross profit from International Machine and Welding, Inc. was $334,204 for the three months ended November 30, 2013 compared to $335,494 during the three months ended November 30, 2012 providing gross profit margins of 53%, for the three months ended November 30, 2013 as compared to 55% for the same period ended November 30, 2012.

Selling, general and administrative expenses for International Machine and Welding, Inc. were $236,648 for the three months ended November 30, 2013 compared to $246,256 for the three months ended November 30, 2012.

Interest expense was $16,570 for the three months ended November 30, 2013 compared to $19,219 for the three months ended November 30, 2012.  The decrease in interest expense is primarily due to a reduction in notes payable as well as a 1.5% reduction in the interest rate on one of the notes.

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.
 
 
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COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2013 AND 2012

General
 
The Company’s consolidated net sales increased to $1,999,715 for the nine months ended November 30, 2013, an increase of $175,093 or 10%, from $1,824,622 for the nine months ended November 30, 2012. Management believes the increase is due to changes in the construction industry as machines are between their life cycles.

Gross profit for the consolidated operations increased to $1,067,467 for the nine months ended November 30, 2013 from $991,693 for the nine months ended November 30, 2012. Gross profit as a percentage of sales decreased to 53% for the nine months ended November 30, 2013 from 54% for the nine months ended November 30, 2012.

Consolidated interest expense for the nine months ended November 30, 2013 was $92,550 compared to $99,749 for the nine months ended November 30, 2012.  The decrease of $7,199 or 7% is primarily due to the decrease in notes payable.

Consolidated interest income for the nine months ended November 30, 2013 was $12,324 compared to $10,438 for the nine months ended November 30, 2012.  The increase of $1,886 or 18% is primarily due to the increase in other receivables.

Consolidated selling, general and administrative expenses increased to $1,072,561 for the nine months ended November 30, 2013 from $1,071,677 for the nine months ended November 30, 2012, an increase of $884.

The Company incurred net consolidated loss of $96,365 for the nine months ended November 30, 2013 compared to $46,483 net income for the nine months ended November 30, 2012. The prior year net income was primarily the result of approximately $208,500 gain on forgiveness of debt.

Manufacturing Segment
 
The manufacturing operation, International Machine and Welding, Inc. provided net sales of $1,999,715 for the nine months ended November 30, 2013 compared to $1,824,622 for the nine months ended November 30, 2012. The machining operations provided $592,833 or 30% of net sales with parts and service providing $1,406,882 or 70% of net sales for the nine months ended November 30, 2013 as compared to machining operations contributing $589,674  or 32% of net sales with parts and service providing $1,234,948 or 68% of net sales for the nine months ended November 30, 2012.

Gross profit from International Machine and Welding, Inc. was $1,067,467 for the nine months ended November 30, 2013 compared to $991,693 during the nine months ended November 30, 2012 providing gross profit margins of 53% for the nine months ended November 30, 2013 as compared to 54% for the same period ended November 30, 2012.

Selling, general and administrative expenses for International Machine and Welding, Inc. were $763,321 for the nine months ended November 30, 2013 compared to $754,791 for the nine months ended November 30, 2012. The increase in selling, general and administrative expenses is primarily due to additional legal fees.
 
 
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Interest expense was $52,343 for the nine months ended November 30, 2013 compared to $59,945 for the nine months ended November 30, 2012.  The decrease in interest expense is primarily due to the reduction in notes payable.

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.

LIQUIDITY AND CAPITAL RESOURCES
 
During the nine months ended November 30, 2013 and 2012, the Company used net cash for operating activities of $37,120 and $53,829, respectively.

During the nine months ended November 30, 2013 and 2012, the Company used funds for investing activities of $20,182 and $65,650, respectively.

During the nine months ended November 30, 2013 and 2012, the Company provided cash from financing activities of $71,397 and $118,002, respectively. The decrease in net cash provided by financing activities is due to the decrease in proceeds from the issuance of notes payable.

Cash flows from financing activities provided for working capital needs and principal payments on long-term debt through fiscal 2014. To the extent that the cash flows from financing activities 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.

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 where the majority of the revenue is generated while the processors await the next harvest.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 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.
 
 
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We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our consolidated 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 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.

NEW ACCOUNTING PRONOUNCEMENTS
 
For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 3: Recent Accounting Pronouncements” in Part I, Item 1 of this Form 10-Q.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.

ITEM 4(T).
CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of November 30, 2013, our internal disclosure controls and procedures were not effective due to material weaknesses in the system of internal control. A material weakness is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in a timely manner.
 
 
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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

The material weaknesses assessed by our management were (1) we have not implemented measures that would prevent the chief executive officer and the chief financial officer from overriding the internal control system and (2) our board of directors has determined that our audit committee does not have an independent “financial expert” as such term is defined under federal securities law. We do not believe that these material weaknesses have resulted in deficient financial reporting because both the chief executive officer and the chief financial officer are aware of their responsibilities under the SEC’s reporting requirements and they both personally certify our financial reports.

Management's Report on Internal Control over Financial Reporting

Accordingly, while we have identified material weaknesses in our system of internal control over financial reporting, we believe we have taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Our management has determined that current resources would be appropriately applied elsewhere and when resources permit, it will address and remediate material weaknesses through implementing various controls or changes to controls. At such time as we have additional financial resources available to us, we intend to enhance our controls and procedures. We will not be able to assess whether the steps we intend to take will fully remedy the material weakness in our internal control over financial reporting until we have fully implemented them and sufficient time passes in order to evaluate their effectiveness.

Material weaknesses assessed by our management were (1) we have not implemented measures that would prevent the chief executive officer and the chief financial officer from overriding the internal control system and (2) our board of directors has determined that our audit committee does not have an independent “financial expert” as such term is defined under federal securities law. We do not believe that these material weaknesses have resulted in deficient financial reporting because both the chief executive officer and the chief financial officer are aware of their responsibilities under the SEC’s reporting requirements and they both personally certify our financial reports.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
 
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Limitations on the Effectiveness of Controls
 
Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Auditor’s Report on Internal Control over Financial Reporting
 
This Quarterly Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.
 
 
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PART II
 
ITEM 1.
LEGAL PROCEEDINGS
 
None.

ITEM 1A.
RISK FACTORS
 
Not applicable.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
During the three months ended November 30, 2013, 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.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
The Company has defaulted on a total of $505,352 of notes payable. The amount of principal payments in arrears was $226,988 with an additional amount of $278,364 of interest due at November 30, 2013. These defaults are the result of a failure to pay in accordance with the terms agreed.

ITEM 4.
MINE SAFETY DISCLOSURES
 
Not applicable.

ITEM 5.
OTHER MATTERS
 
None
 
 
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ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
Incorporated
Documents
 
SEC Exhibit Reference
 
Sequentially
Numbered
         
   
Certification of the Chief Financial Officer
 
31.1
         
   
Certification of the Chief Executive Officer
 
31.2
         
   
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbaenes-Oxley Act of 2002 of the Chief Financial Officer
 
32.1
         
   
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbaenes-Oxley Act of 2002 of the Chief Executive Officer
 
32.2
         
   
XBRL Instance Document
 
101.INS **
         
   
XBRL Taxonomy Extension Schema Document
 
101.SCH **
         
   
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.CAL **
         
   
XBRL Taxonomy Extension Definition Linkbase Document
 
101.DEF **
         
   
XBRL Taxonomy Extension Label Linkbase Document
 
101.LAB **
         
   
XBRL Taxonomy Extension Presentation Linkbase Document
 
101.PRE **

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(b) Reports on Form 8-K
None
 
 
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SIGNATURES
 
In accordance with Section 13 or 15(d) 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: January 14, 2014
By:
/S/ DANIEL L. HEFNER
 
   
Daniel L. Hefner, President
 
       
       
Date: January 14, 2014
By:
/S/ FRANK D. PUISSEGUR
 
   
Frank D. Puissegur, CFO and Chief Accounting Officer
 
 
 
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