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 ~~May~~August 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _______ to ______ .

Commission File Number 33-98682

American Commerce Solutions, Inc. ~~(Exact Name of Registrant as Specified in Charter)~~

(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	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 ~~July~~October 14, 2015, the Registrant had 1,157,812,573 outstanding shares of its common stock, $0.002 par value.

Documents incorporated by reference: ~~None~~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 Comprehensive Loss	4
	Consolidated Statements of Stockholders' Equity	5
	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	1213
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1517
Item 4T.	Controls and Procedures	1517
Part II – Other Information
Item 1.	Legal Proceedings	1719
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1719
Item 3.	Defaults Upon Senior Securities	1719
Item 4.	Mine Safety Disclosures	1719
Item 5.	Other Information	1719
Item 6.	Exhibits	1820
Signatures		1921

PART I – FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

	AUGUST 31,			FEBRUARY 28,
	2015			2015
ASSETS	(unaudited)

CURRENT ASSETS:
Cash	$	11,407		$	44,697
Accounts receivable		103,440			97,279
Accounts receivable, factored		20,697			14,617
Inventories		279,929			288,441
Note receivable, related party		1,009,792			1,009,792
Due from related party		493,307			491,807
Other receivables, including related party receivables of $272,882 and $247,908, respectively		372,473			317,881
Prepaid expenses		191			-
Total Current Assets		2,291,236			2,264,514

Property and equipment, net of accumulated depreciation of $3,057,839 and $2,976,631, respectively		2,461,333			2,518,990

OTHER ASSETS:
Other assets		3,927			4,364
Investment, available for sale		49,500			55,000
Total Other Assets		53,427			59,364

TOTAL ASSETS	$	4,805,996		$	4,842,868

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable, including related party payables of $1,286 and $645, respectively	$	69,348		$	76,157
Accrued expenses, including related party balances of $8,240 and $20,276, respectively		49,716			44,018
Accrued interest, including related party balances of $53,857 and $48,692, respectively		360,731			344,413
Current portion of notes payable		667,843			248,251
Total Current Liabilities		1,147,638			712,839

LONG-TERM LIABILITIES:
Notes payable, net of current portion		-			434,904
Notes payable, related party, net of current portion		332,692			373,024
Due to stockholders		1,717,610			1,601,910
Total Long-Term Liabilities		2,050,302			2,409,838

Total Liabilities		3,197,940			3,122,677

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; 1,500,000,000 shares authorized; 1,157,812,573 and 1,157,812,573
shares issued and 1,157,290,573 and 1,157,290,573 shares outstanding, respectively		2,315,626			2,315,626
Additional paid-in capital		19,084,073			19,084,073
Stock subscription receivable		(10,000	)		(10,000	)
Accumulated other comprehensive loss		(54,000	)		(48,500	)
Accumulated deficit		(19,462,120	)		(19,355,485	)
		1,873,582			1,985,717
Treasury stock at cost; 522,000 shares of common stock		(265,526	)		(265,526	)
Total Stockholders' Equity		1,608,056			1,720,191

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,805,996		$	4,842,868

	MAY 31,			FEBRUARY 28,
	2015			2015
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	21,175		$	44,697
Accounts receivable		108,131			97,279
Accounts receivable, factored		21,740			14,617
Inventories		300,304			288,441
Note receivable, related party		1,009,792			1,009,792
Due from related party		493,307			491,807
Other receivables, including related party receivables of $272,882 and $247,908, respectively		350,341			317,881
Prepaid expenses		191			-
Total Current Assets		2,304,981			2,264,514
Property and equipment, net of accumulated depreciation of $3,017,186 and $2,976,631, respectively		2,500,513			2,518,990
OTHER ASSETS:
Other assets		5,237			4,364
Investment, available for sale		66,000			55,000
Total Other Assets		71,237			59,364
TOTAL ASSETS	$	4,876,731		$	4,842,868
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, including related party payables of $1,301 and $645, respectively	$	112,345		$	76,157
Accrued expenses, including related party balances of $25,092 and $20,276, respectively		46,229			44,018
Accrued interest, including related party balances of $51,066 and $48,692, respectively		352,479			344,413
Current portion of notes payable		248,726			248,251
Total Current Liabilities		759,779			712,839
LONG-TERM LIABILITIES:
Notes payable, net of current portion		426,714			434,904
Notes payable, related party, net of current portion		350,362			373,024
Due to stockholders		1,660,010			1,601,910
Total Long-Term Liabilities		2,437,086			2,409,838
Total Liabilities		3,196,865			3,122,677
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; 1,500,000,000 shares authorized; 1,157,812,573 and 1,157,812,573 shares issued and 1,157,290,573 and 1,157,290,573 shares outstanding, respectively		2,315,626			2,315,626
Additional paid-in capital		19,084,073			19,084,073
Stock subscription receivable		(10,000	)		(10,000	)
Accumulated other comprehensive loss		(37,500	)		(48,500	)
Accumulated deficit		(19,406,810	)		(19,355,485	)
		1,945,392			1,985,717
Treasury stock at cost; 522,000 shares of common stock		(265,526	)		(265,526	)
Total Stockholders' Equity		1,679,866			1,720,191
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,876,731		$	4,842,868

See notes to the unaudited financial statements

~~See notes to the unaudited financial statements~~3

3AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY

	For the Three Months Ended August 31,						For the Six Months Ended August 31,
	2015			2014			2015			2014

REVENUE:
Net sales	$	543,051		$	474,336		$	1,054,609		$	1,083,222
		543,051			474,336			1,054,609			1,083,222

COST OF GOODS SOLD		260,449			237,167			504,168			495,114

GROSS PROFIT		282,602			237,169			550,441			588,108

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		324,048			320,308			627,948			678,706

LOSS FROM OPERATIONS		(41,446	)		(83,139	)		(77,507	)		(90,598	)

OTHER INCOME (EXPENSE)
Other income (expense)		-			-			-			84,102
Interest expense		(21,699	)		(20,830	)		(43,927	)		(43,436	)
Interest income		7,835			5,501			14,799			11,421
TOTAL OTHER EXPENSE (INCOME)		(13,864	)		(15,329	)		(29,128	)		52,087

NET (LOSS) INCOME	$	(55,310	)	$	(98,468	)	$	(106,635	)	$	(38,511	)

Unrealized gain (loss) on fair value of investment		(16,500	)		(30,207	)		(5,500	)		(51,028	)

COMPREHENSIVE (LOSS) INCOME	$	(71,810	)	$	(128,675	)	$	(112,135	)	$	(89,539	)

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		1,157,290,573			1,035,721,946			1,157,290,573			1,035,721,946

~~CONSOLIDATED~~See ~~STATEMENTS~~notes OFto ~~COMPREHENSIVE~~the ~~LOSS(UNAUDITED)~~unaudited financial statements

	For the Three Months Ended May 31,
	2015			2014
REVENUE:
Net sales	$	511,558		$	608,886
		511,558			608,886
COST OF GOODS SOLD		243,719			257,947
GROSS PROFIT		267,839			350,939
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		303,900			358,398
LOSS FROM OPERATIONS		(36,061	)		(7,459	)
OTHER INCOME (EXPENSE)
Gain on extinguishment of debt		-			-
Other income (expense)		-			84,102
Interest expense		(22,228	)		(22,606	)
Interest income		6,964			5,920
TOTAL OTHER EXPENSE (INCOME)		(15,264	)		67,416
NET (LOSS) INCOME	$	(51,325	)	$	59,957
Unrealized gain (loss) on fair value of investment		11,000			(20,821	)
COMPREHENSIVE (LOSS) INCOME	$	(40,325	)	$	39,136
NET (LOSS) INCOME PER COMMON SHARE, BASIC AND DILUTED	$	(0.00	)	$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		1,157,290,573			748,873,964

~~See~~AMERICAN ~~notes~~COMMERCE toSOLUTIONS, ~~the~~INC. ~~unaudited~~AND ~~financial~~SUBSIDIARY ~~statements~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

														Accumulated
									Additional		Stock			Other									Total
	Preferred Stock				Common Stock				Paid-In		Subscription			Comprehensive			Accumulated			Treasury			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Receivable			Income/(Loss)			Deficit			Stock			Equtiy

Balance, February 28, 2014		3,944	$	3		1,036,243,946	$	2,072,489	$	19,017,210	$	(10,000	)	$	-		$	(19,225,360	)	$	(265,526	)	$	1,588,816

Issuance of shares of common stock in conversion of debt		-		-		117,647,058		235,294		64,706		-			-			-			-			300,000

Issuance of shares of common stock in conversion of liability		-		-		3,921,569		7,843		2,157		-			-			-			-			10,000

Unrealized loss on fair value of investment		-		-		-		-		-		-			(48,500	)		-			-			(48,500	)

Net loss		-		-		-		-		-		-			-			(130,125	)		-			(130,125	)

Balance, February 28, 2015		3,944	$	3		1,157,812,573	$	2,315,626	$	19,084,073	$	(10,000	)	$	(48,500	)	$	(19,355,485	)	$	(265,526	)	$	1,720,191

Unrealized loss on fair value of investment (unaudited)															(5,500	)		-						(5,500	)

Net loss (unaudited)		-		-		-		-		-		-			-			(106,635	)		-			(106,635	)

Balance, August 31, 2015 (unaudited)		3,944	$	3		1,157,812,573	$	2,315,626	$	19,084,073	$	(10,000	)	$	(54,000	)	$	(19,462,120	)	$	(265,526	)	$	1,608,056

~~AMERICAN~~See ~~COMMERCE~~notes ~~SOLUTIONS,~~to ~~INC.~~the ~~AND~~unaudited ~~SUBSIDIARY~~financial statements

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY~~ 5

	Preferred Stock				Common Stock				Additional Paid-In		Stock Subscription			Accumulated Other Comprehensive			Accumulated			Treasury			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Receivable			Income			Deficit			Stock			Equtiy
Balance, February 28, 2014		3,944	$	3		1,036,243,946	$	2,072,489	$	19,017,210	$	(10,000	)	$	-		$	(19,225,360	)	$	(265,526	)	$	1,588,816
Issuance of shares of common stock in conversion of debt		-		-		117,647,058		235,294		64,706		-			-			-			-			300,000
Issuance of shares of common stock in conversion of liability		-		-		3,921,569		7,843		2,157		-			-			-			-			10,000
Unrealized loss on fair value of investment		-		-		-		-		-		-			(48,500	)		-			-			(48,500	)
Net loss		-		-		-		-		-		-			-			(130,125	)		-			(130,125	)
Balance, February 28, 2015		3,944	$	3		1,157,812,573	$	2,315,626	$	19,084,073	$	(10,000	)	$	(48,500	)	$	(19,355,485	)	$	(265,526	)	$	1,720,191
Unrealized loss on fair value of investment (unaudited)															11,000									11,000
Net loss (unaudited)		-		-		-		-		-		-			-			(51,325	)		-			(51,325	)
Balance, May 31, 2015 (unaudited)		3,944	$	3		1,157,812,573	$	2,315,626	$	19,084,073	$	(10,000	)	$	(37,500	)	$	(19,406,810	)	$	(265,526	)	$	1,679,866

AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See notes to the unaudited financial statements

	For the Six Months Ended August 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(106,635	)	$	(38,511	)
Adjustments to reconcile net (loss) income to net cash and cash equivalents used by operating activities:
Depreciation		81,207			96,164
Amortization of loan costs		-			3,082
Investment received for services		-			(82,500	)
Unrealized loss on investment in common stock		-			(20,503	)
Loss on disposal of equipment		-			547
(Increase) decrease in:
Accounts receivable		(6,161	)		34,481
Inventories		8,512			38,193
Other assets		246			454
Increase (decrease) in:
Accounts payable and accrued expenses		15,207			(47,289	)
Net cash provided (used) by operating activities		(7,624	)		(15,882	)

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in other receivables		(54,592	)		(11,534	)
Increase in due from related party		(1,500	)		-
Acquisition of property and equipment		(23,550	)		(14,911	)
Net cash used by investing activities		(79,642	)		(26,445	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease (increase) in due from factor		(6,080	)		9,299
Proceeds from notes payable and long-term debt		90,350			101,600
Principal payments on notes payable		(145,994	)		(136,073	)
Increase in due to stockholders		115,700			116,200
Net cash provided by financing activities		53,976			91,026

Net (decrease) increase in cash and cash equivalents		(33,290	)		48,699

Cash and cash equivalents, beginning of period		44,697			7,731

Cash and cash equivalents, end of period	$	11,407		$	56,430

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	27,609		$	22,431

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Conversion of liability to equity	$	-		$	310,000

5See notes to the unaudited financial statements

~~AMERICAN COMMERCE SOLUTIONS, INC. AND SUBSIDIARY~~6

~~CONSOLIDATED~~American ~~STATEMENTS~~Commerce OFSolutions, ~~CASH~~Inc. ~~FLOWS(UNAUDITED)~~and Subsidiary

	For the Three Months Ended May 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(51,325	)	$	59,957
Adjustments to reconcile net (loss) income to net cash and cash equivalents used by operating activities:
Depreciation		40,555			48,040
Amortization of loan costs		-			3,082
Investment received for services		-			(82,500	)
Unrealized loss on investment in common stock		-			(20,821	)
Loss on disposal of equipment		-			547
(Increase) decrease in:
Accounts receivable		(10,852	)		(51,321	)
Inventories		(11,863	)		30,222
Other assets		(1,064	)		(1,968	)
Increase (decrease) in:
Accounts payable and accrued expenses		46,465			(27,869	)
Net cash provided (used) by operating activities		11,916			(42,631	)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in other receivables		(32,460	)		5,836
Increase in due from related party		(1,500	)		-
Acquisition of property and equipment		(22,078	)		(14,911	)
Net cash used by investing activities		(56,038	)		(9,075	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease (increase) in due from factor		(7,123	)		3,451
Proceeds from notes payable and long-term debt		12,000			82,600
Principal payments on notes payable		(42,377	)		(92,289	)
Increase in due to stockholders		58,100			58,100
Net cash provided by financing activities		20,600			51,862
Net (decrease) increase in cash and cash equivalents		(23,522	)		156
Cash and cash equivalents, beginning of period		44,697			7,731
Cash and cash equivalents, end of period	$	21,175		$	7,887
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	14,162		$	10,133
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Conversion of liability to equity	$	-		$	310,000

Notes to Condensed Consolidated Financial Statements

~~See~~As ~~notes~~of toAugust ~~the~~31, ~~unaudited~~2015 ~~financial~~and ~~statements~~for the

6Three and Six Months Ended August 31, 2015 and 2014

~~American Commerce Solutions, Inc. and Subsidiary~~(unaudited)

~~Notes~~1. toBACKGROUND ~~Condensed Consolidated Financial Statements~~INFORMATION

AsAmerican ofCommerce ~~May~~Solutions, 31Inc., ~~2015~~located and ~~for~~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.

~~Three~~The ~~Months~~Company ~~Ended~~is ~~May~~primarily 31a holding company with one wholly owned subsidiary; International Machine and Welding, ~~2015~~Inc. is engaged in the machining and ~~2014~~fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment.

~~(unaudited)~~2. GOING CONCERN

1The Company has incurred substantial operating losses since inception resulting in an accumulated deficit. ~~BACKGROUND~~Additionally, ~~INFORMATION~~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.

~~American~~Management ~~Commerce~~has ~~Solutions,~~revised ~~Inc.,~~its ~~located~~business ~~and~~strategy ~~operating~~to ininclude ~~West~~expansion ~~Central~~into ~~Florida,~~other ~~was~~lines ~~incorporated~~of inbusiness ~~Rhode~~through ~~Island~~the inacquisition ~~1991~~of ~~under~~other ~~the~~companies ~~name~~in ~~Jaque~~exchange ~~Dubois,~~for ~~Inc.,~~the ~~and~~Company's ~~was~~stock ~~re-incorporated~~to infacilitate ~~Delaware~~manufacturing incontracts ~~1994~~under negotiation. In ~~July~~conjunction ~~1995,~~with ~~Jaque~~the ~~Dubois,~~anticipated ~~Inc.~~new ~~changed~~contracts, ~~its~~management ~~name~~is tocurrently JDnegotiating ~~American~~new ~~Workwear,~~debt ~~Inc.~~and Inequity ~~December 2000~~financing, the ~~stockholders~~proceeds ~~voted~~from atwhich ~~the~~would ~~annual~~be ~~stockholders~~used ~~meeting~~ to ~~change~~settle ~~the~~outstanding ~~name~~debts ofat JDmore ~~American~~favorable ~~Workwear~~terms, ~~Inc.~~to finance operations, and to ~~American~~complete ~~Commerce~~additional ~~Solutions,~~business ~~Inc~~acquisitions. (However, there can be no assurance that the "Company~~").~~ Inwill ~~August~~be ofable ~~2012~~to raise capital, ~~the~~obtain ~~Company~~debt ~~was~~financing, ~~re-incorporated~~or inimprove ~~Florida~~operating results sufficiently to continue as a going concern.

The ~~Company~~accompanying isconsolidated ~~primarily~~financial astatements ~~holding~~do ~~company~~not ~~with~~include ~~one~~any ~~wholly~~adjustments ~~owned~~relating ~~subsidiary;~~to ~~International~~the ~~Machine~~recoverability and ~~Welding,~~classification ~~Inc.~~of isrecorded ~~engaged~~assets, inor the ~~machining~~amounts and ~~fabrication~~classification of ~~parts~~liabilities ~~used~~that inmight ~~heavy~~be ~~industry,~~necessary ~~and~~if ~~parts~~the ~~sales~~Company ~~and~~is ~~service~~unable ~~for~~to ~~heavy~~continue ~~construction~~as ~~equipment~~a going concern.

23. ~~GOING~~RECENT ~~CONCERN~~ACCOUNTING PRONOUNCEMENTS

~~The~~Recent ~~Company~~accounting ~~has~~pronouncements ~~incurred~~issued ~~substantial~~by ~~operating~~FASB ~~losses~~(including ~~since inception resulting in an accumulated deficit. Additionally~~EITF), the ~~Company~~AICPA isand inthe ~~default~~SEC onare ~~several~~not ~~notes~~believed ~~payable.~~by ~~These~~management ~~factors raise substantial doubt about the Company's ability~~ to ~~continue~~have as a ~~going~~material ~~concern.~~impact ~~The~~on ~~ability of~~ the Company's topresent ~~continue~~or asfuture afinancial ~~going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and obtain debt financing~~statements.

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 negotiation4. InFINANCIAL 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.INSTRUMENTS

The ~~accompanying~~Company's ~~consolidated~~balance ~~financial~~sheet ~~statements~~includes docertain ~~not~~financial ~~include~~instruments. ~~any~~The ~~adjustments~~carrying ~~relating~~amounts toof ~~the~~current ~~recoverability~~assets and ~~classification~~current ofliabilities ~~recorded~~approximate ~~assets,~~their orfair ~~the~~value ~~amounts~~because ~~and classification~~ of ~~liabilities~~the ~~that~~relatively ~~might~~short beperiod ~~necessary~~of iftime between the ~~Company~~origination isof ~~unable~~these toinstruments ~~continue~~and astheir aexpected ~~going concern~~realization.

~~3. RECENT ACCOUNTING PRONOUNCEMENTS~~7

~~Recent~~ASC ~~accounting~~820 ~~pronouncements~~Fair ~~issued~~Value byMeasurements ~~FASB~~and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (~~including~~an ~~EITF~~exit price), in the ~~AICPA~~principal ~~and~~or ~~the~~most ~~SEC~~advantageous ~~did~~market ~~not~~for the asset or ~~are~~liability ~~not~~in ~~believed~~an byorderly ~~management~~transaction tobetween ~~have~~market participants on the measurement date. ASC 820 also establishes a ~~material~~fair ~~impact~~value hierarchy that distinguishes between (1) market participant assumptions developed based on ~~the~~market ~~Company~~data obtained from independent sources (observable inputs) and (2) an entity's ~~present~~own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or ~~future~~liabilities ~~financial~~(Level ~~statements~~1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

4· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ~~FINANCIAL~~· ~~INSTRUMENTS~~Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

~~The~~Fair ~~Company's~~value ~~balance~~estimates ~~sheet~~discussed ~~includes~~herein are based upon certain ~~financial~~market ~~instruments~~assumptions and pertinent information available to management as of August 31, 2015. The respective carrying ~~amounts~~value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, ~~and~~investments, ~~current~~accounts ~~liabilities~~payable, ~~approximate~~accrued ~~their~~compensation and accrued expenses. The fair value ~~because~~ of the ~~relatively~~Company's ~~short~~notes ~~period~~payable ofis ~~time~~estimated ~~between~~based ~~the~~on ~~origination~~current rates that would be available for debt of ~~these~~similar ~~instruments~~terms ~~and~~which ~~their~~is ~~expected~~not ~~realization~~significantly different from its stated value.

75. STOCK BASED COMPENSATION

~~ASC~~At ~~820~~August ~~Fair~~31, ~~Value~~2015, ~~Measurements and Disclosures defines fair value as~~ the ~~exchange~~Company ~~price~~had ~~that~~two would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed stock-based onemployee ~~market~~compensation data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levelsplans, both which ~~gives~~have ~~the~~been ~~highest~~approved ~~priority~~by ~~to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and~~ the ~~lowest priority to unobservable inputs (Level 3)~~shareholders. ~~The three levels of the fair value hierarchy are described below:~~

·The ~~Level~~Company 1recognizes all share-based ~~Unadjusted~~payments ~~quoted~~to ~~prices~~employees, inincluding ~~active~~grants ~~markets~~of ~~that~~employee ~~are~~stock ~~accessible at the measurement date for identical~~options, ~~unrestricted~~as ~~assets~~compensation orexpense ~~liabilities.~~in ·the ~~Level~~financial 2statements -based ~~Inputs~~on ~~other~~their ~~than~~fair ~~quoted~~values. ~~prices~~That ~~included~~expense ~~within~~will ~~Level~~be 1recognized ~~that~~over ~~are observable for~~ the ~~asset~~period orduring ~~liability,~~which ~~either~~an ~~directly~~employee oris ~~indirectly,~~required ~~including~~to ~~quoted~~provide ~~prices~~services ~~for similar assets or liabilities~~ in ~~active~~exchange ~~markets; quoted prices~~ for ~~identical~~the oraward, ~~similar~~known ~~assets~~as ~~or liabilities in markets that are not active; inputs other than quoted prices that are observable for~~ the ~~asset~~requisite orservice ~~liability~~period (~~e.g.,~~usually ~~interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to~~ the ~~fair~~vesting ~~value measurement and unobservable~~period).

~~Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2015.~~ The ~~respective carrying~~ value of ~~certain~~each ~~on-balance-sheet~~grant ~~financial~~is ~~instruments~~estimated ~~approximated~~at ~~their~~the ~~fair~~grant ~~values~~date ~~due~~using to the ~~short~~Black-~~term~~Scholes ~~nature of these instruments~~model. ~~These~~There ~~financial~~were ~~instruments~~no ~~include~~options ~~accounts~~granted ~~receivable,~~or ~~other~~exercised ~~current~~during ~~assets,~~the ~~investments,~~three ~~accounts payable, accrued compensation~~ and ~~accrued~~six ~~expenses.~~months ~~The~~ended ~~fair~~August ~~value~~31, of2015 ~~the~~and ~~Company's notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value~~2014.

56. ~~STOCK~~BASIS ~~BASED~~OF ~~COMPENSATION~~PRESENTATION

AtIn ~~May~~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 six month periods ended August 31, 2015 and 2014, (b) the ~~Company~~financial ~~has~~position ~~two~~at ~~stock-based~~August ~~employee~~31, ~~compensation plans~~2015, ~~both~~and ~~which~~(c) ~~have~~cash ~~been~~flows ~~approved~~for bysix ~~the~~month ~~shareholders~~periods ended August 31, 2015 and 2014, have been made.

The ~~Company~~unaudited ~~recognizes~~consolidated ~~all~~financial ~~share-based~~statements ~~payments~~and tonotes ~~employees,~~are ~~including~~presented ~~grants~~as ofpermitted ~~employee~~by ~~stock~~Form ~~options~~10-Q. Accordingly, ascertain ~~compensation~~information ~~expense~~and note disclosures normally included in ~~the~~condensed financial statements ~~based~~prepared onin ~~their~~accordance ~~fair~~with ~~values~~accounting principles generally accepted in the United States of America have been omitted. ~~That~~The ~~expense~~accompanying ~~will~~consolidated financial statements and notes should be ~~recognized~~read ~~over~~in conjunction with the ~~period~~audited ~~during~~consolidated ~~which~~financial anstatements ~~employee~~and isnotes ~~required~~of tothe ~~provide~~Company ~~services~~for inthe ~~exchange~~fiscal year ended February 28, 2015. The results of operations for the ~~award~~three and six month periods ended August 31, ~~known~~2015 asare ~~the~~not ~~requisite~~necessarily ~~service~~indicative ~~period~~of ~~(usually~~those to be expected for the ~~vesting~~entire ~~period)~~year.

~~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 May 31, 2015 and 2014.~~8

67. ~~BASIS~~ACCOUNTS OFRECEIVABLE, ~~PRESENTATION~~FACTORED

InDuring the ~~opinion~~six ofmonths ~~management~~ended August 31, ~~all~~2015, ~~adjustments~~the ~~consisting~~Company ~~only~~factored receivables of ~~normal~~approximately ~~recurring~~$187,600. ~~adjustments~~In ~~necessary~~connection ~~for~~with athe ~~fair~~factoring ~~statement~~agreement, ofthe ~~(a)~~Company ~~the~~incurred ~~results~~fees of ~~operations~~approximately ~~for~~$3,100 and $3,700 during the three ~~month~~months ~~periods~~ ended ~~May~~August 31, 2015 and 2014, ~~(b)~~respectively. During the ~~financial~~six ~~position~~months atended ~~May~~August 31, 2015, and ~~(c)~~2014, ~~cash~~the ~~flows~~Company ~~for~~incurred ~~three~~fees ~~month~~of ~~periods~~approximately ~~ended~~$6,600 ~~May~~and 31$8,800, ~~2015~~respectively. Any and ~~2014,~~all ~~have~~of ~~been~~the ~~made~~Company’s indebtedness and obligations to the Factoring Company is guaranteed by two stockholders and collateralized by the Company’s inventory and fixed assets.

~~The unaudited consolidated financial statements and notes are presented as permitted by Form 10-Q~~8. ~~Accordingly,~~NOTE 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 28RECEIVABLE, ~~2015.~~RELATED ~~The results of operations for the three month period ended May 31, 2015 are not necessarily indicative of those to be expected for the entire year.~~PARTY

7During the year ended February 2010, the Company entered into an agreement with Public Acquisition Company, Inc. ~~ACCOUNTS~~(PAC) ~~RECEIVABLE~~to sell the fiberglass subsidiary, ~~FACTORED~~Chariot Manufacturing, Inc. (Chariot) effective June 1, 2009, in exchange for a one year, non-interest bearing, term note of $1,009,792, which may be settled in cash or stock. The note is past maturity.

~~During the three months ended May 31, 2015, the Company factored receivables of approximately $104,500~~9. InDUE ~~connection~~FROM ~~with~~RELATED the factoring agreement, the Company incurred fees of approximately $3,500 and $5,100 during the three months ended May 31, 2015 and 2014, 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.PARTY

	August 31, 2015		February 28, 2015
	(unaudited)		(audited)
Other receivable, PAC*	$	235,442	$	235,442
Due from related party, due on demand, 8% interest		8,200		6,700
Note receivable, PAC*		249,665		249,665
Total	$	493,307	$	491,807

8.*Above ~~NOTE~~amounts ~~RECEIVABLE~~are due on demand and non-interest bearing, ~~RELATED~~with ~~PARTY~~the exception of the note receivable, PAC, which is past maturity.

~~During the year ended February 2010, the Company entered into an agreement with Public Acquisition Company, Inc~~10. ~~(PAC)~~OTHER to sell the fiberglass subsidiary, Chariot Manufacturing, Inc. (Chariot) effective June 1, 2009, in exchange for a one year, non-interest bearing, term note of $1,009,792, which may be settled in cash or stock. The note is past maturity.RECEIVABLES

9. DUE FROM RELATED PARTY

	August 31, 2015		February 28, 2015
	(unaudited)		(audited)
Employee advances*	$	820	$	820
Employee Stock Incentive Plan Receivable, net of reserve*		5,614		5,229
Interest receivable*		77,667		63,924
Note receivable, PAC and other related party, due on demand, $287,372 @ 10% and $1,000 @ 6% interest		288,372		247,908
Total	$	372,473	$	317,881

	May 31,2015		February 28,2015
	(unaudited)		(audited)
Other receivable, PAC*	$	235,442	$	235,442
Due from related party, due on demand, 8% interest		8,200		6,700
Note receivable, PAC*		249,665		249,665
Total	$	493,307	$	491,807

*Above amounts are due on demand and non-interest bearing.

*Above amounts are due on demand and non-interest bearing, with the exception of the note receivable, PAC, which is past maturity.9

1011. ~~OTHER RECEIVABLES~~INVENTORIES

	May 31,2015		February 28,2015
	(unaudited)		(audited)
Employee advances*	$	820	$	820
Employee Stock Incentive Plan Receivable, net of reserve*		6,138		5,229
Interest receivable*		70,501		63,924
Note receivable, PAC and other related party, due on demand, $271,882 @ 10% and $1,000 @ 6% interest		272,882		247,908
Total	$	350,341	$	317,881

Inventories consist of the following:

*Above amounts are due on demand and non-interest bearing.

	August 31, 2015		February 28, 2015
	(unaudited)		(audited)
Work-in process	$	47,276	$	17,888
Finished goods		232,653		270,553
Raw materials		-		-
Total inventories	$	279,929	$	288,441

1112. ~~INVENTORIES~~RELATED PARTY TRANSACTIONS

~~Inventories~~The ~~consist~~following transactions with our officer's, in the aggregate amount of $310,000 and 121,568,627 shares of common stock, were reported in Form S8 as filed with the ~~following~~Securities and Exchange Commission on May 1, 2014:

	May 31,2015		February 28,2015
	(unaudited)		(audited)
Work-in process	$	38,657	$	17,888
Finished goods		261,647		270,553
Raw materials		-		-
Total inventories	$	300,304	$	288,441

During the six month ended August 31, 2015, two executives who are stockholders of the Company deferred approximately $115,700 of compensation earned during this period. The balance due to stockholders at August 31, 2015 and 2014, totaled $1,717,610 and $1,485,710, 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. During the six months ended August 31, 2014, the Company issued 58,823,529 shares of common stock to each of the executives valued at $0.00255, in exchange for the reduction $300,000 of deferred compensation.

9In April 2014, the Company exchanged $10,000 of debt due to the related parties for 3,921,569 shares of common stock. The shares were valued at $0.00255 per share.

12Certain 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. ~~RELATED~~The ~~PARTY~~Company ~~TRANSACTIONS~~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 ~~following~~above ~~transactions~~amounts ~~with~~are ~~our~~not ~~officer's,~~necessarily inindicative ~~the aggregate amount~~ of ~~$310,000~~the ~~and~~amounts ~~121,568,627~~that ~~shares~~would ofhave ~~common~~been ~~stock,~~incurred ~~were~~had ~~reported~~comparable intransactions ~~Form~~been S8entered asinto ~~filed~~ with ~~the~~independent ~~Securities and Exchange Commission on May 1, 2014:~~parties.

~~During the three months ended May 31, 2015 and 2014, two executives who are stockholders of the Company deferred $58,100 of compensation earned during this period~~13. ~~The~~NOTES balance due to stockholders at May 31, 2015 and 2014, totaled $1,660,010 and $1,427,610, 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. During the three months ended May 31, 2014, the Company issued 58,823,529 shares of common stock to each of the executives valued at $0.00255, in exchange for the reduction $300,000 of deferred compensation.PAYABLE

InThe ~~April~~Company ~~2014,~~has ~~the~~defaulted ~~Company~~on ~~exchanged~~a total of $10523,~~000~~340 of ~~debt~~notes ~~due~~payable. toThe ~~the~~amount ~~related~~of ~~parties~~principal ~~for~~payments 3in arrears was $216,~~921,569~~988 ~~shares~~with ofan ~~common~~additional ~~stock.~~amount ~~The~~of ~~shares~~$306,352 ~~were~~of ~~valued~~interest due at $0August 31, 2015.~~00255~~ ~~per~~These ~~share~~defaults are the result of a failure to pay in accordance with the terms agreed.

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.10

~~The~~14. ~~above~~SEGMENT ~~amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.~~INFORMATION

13The Company had two reportable segments during 2015 and 2014; manufacturing and other. ~~NOTES~~For ~~PAYABLE~~the three months ended August 31, 2015 and 2014 the Company has included segment reporting.

~~The~~For ~~Company~~the ~~has~~three ~~defaulted~~months onended aAugust ~~total of $517,871 of notes payable. The amount of principal payments in arrears was $216,988 with an additional amount of $300,883 of interest due at May~~ 31, 2015., ~~These~~information ~~defaults~~regarding ~~are~~operations ~~the~~by ~~result~~segment ofis aas ~~failure to pay in accordance with the terms agreed.~~follows:

14. SEGMENT INFORMATION

	Manufacturing		Other (a)			Total Continuing Operations

Revenue	$	543,051				$	543,051
Interest expense	$	15,009		6,690			21,699
Depreciation	$	40,653					40,653
Net income (loss)	$	17,900		(73,210	)		(55,310	)
Property and equipment, net of accumulated depreciation	$	2,461,333					2,461,333
Segment assets	$	3,139,602		1,666,394			4,805,996

~~The Company had two reportable segments during 2015 and 2014; manufacturing and other.~~ For the three months ended ~~May~~August 31, ~~2015 and~~ 2014, ~~the~~information ~~Company~~regarding ~~has~~operations ~~included~~by segment ~~reporting.~~is as follows:

For the three months ended May 31, 2015, information regarding operations by segment is as follows:

	Manufacturing			Other (a)			Total Continuing Operations

Revenue	$	474,336					$	474,336
Interest expense	$	13,925			6,905			20,830
Depreciation	$	48,124						48,124
Net income (loss)	$	(13,004	)		(85,464	)		(98,468	)
Property and equipment, net of accumulated depreciation	$	2,573,430						2,573,430
Segment assets	$	3,223,675			1,577,603			4,801,278

	Manufacturing		Other(a)			Total Continuing Operations
Revenue	$	511,558		-		$	511,558
Interest expense	$	15,496		6,732			22,228
Depreciation	$	40,555		-			40,555
Net income (loss)	$	18,668		(58,993	)		(40,325	)
Property and equipment, net of accumulated depreciation	$	2,500,513		-			2,500,513
Segment assets	$	3,215,788		1,660,943			4,876,731

For the six months ended August 31, 2015, information regarding operations by segment is as follows:

	Manufacturing		Other (a)			Total Continuing Operations

Revenue	$	1,054,609				$	1,054,609
Interest expense	$	30,505		13,422			43,927
Depreciation	$	81,208					81,208
Net income (loss)	$	36,568		(143,203	)		(106,635	)

~~For the three months ended May 31, 2014, information regarding operations by segment is as follows:~~11

	Manufacturing		Other(a)			Total Continuing Operations
Revenue	$	608,886				$	608,886
Interest expense	$	15,650		6,956			22,606
Depreciation	$	48,040		-			48,040
Net income (loss)	$	80,395		(20,438	)		59,957
Property and equipment, net of accumulated depreciation	$	2,621,554		-			2,621,554
Segment assets	$	3,325,367		1,590,690			4,916,057

For the six months ended August 31, 2014, information regarding operations by segment is as follows:

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

	Manufacturing		Other (a)			Total Continuing Operations

Revenue	$	1,083,222				$	1,083,222
Interest expense	$	29,575		13,861			43,436
Depreciation	$	96,164					96,164
Net income (loss)	$	67,391		(105,902	)		(38,511	)

~~Segment~~(a) 1,The ~~manufacturing,~~“other” ~~consists~~segment ofis ~~International~~mainly ~~Machine~~related ~~and~~to ~~Welding,~~the ~~Inc.~~holding ~~and~~company ~~derives~~expenses ~~its~~and ~~revenues~~general ~~from~~overhead, ~~machining~~as ~~operations,~~well ~~sale~~as ofthe ~~parts~~stock ~~and~~based ~~service~~compensation awards.

~~The~~Segment ~~manufacturing~~1, ~~segment~~manufacturing, consists of International Machine and Welding, Inc. ~~has a broad~~ and ~~diverse~~derives ~~base~~its ofrevenues ~~customers.~~from ~~The~~machining ~~segment does have a significant customer which accounts for 50% of total sales; the loss of this customer would have a material adverse effect on the segment. Also~~operations, ~~this~~sale ~~segment generates a significant amount~~ of ~~revenues~~parts ~~from sales~~ and ~~services provided to three different industries~~service.

15The manufacturing segment, International Machine and Welding, Inc. ~~SUBSEQUENT~~has ~~EVENTS~~a broad and diverse base of customers. The segment does have a significant customer which accounts for 44% 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.

The Company has evaluated events and transactions subsequent to May 31, 2015 through the date of filing with the Securities and Exchange Commission (date available for issuance) that would require reporting15. SUBSEQUENT EVENTS

11The Company has evaluated events and transactions subsequent to August 31, 2015 through the date of filing with the Securities and Exchange Commission (date available for issuance) that would require reporting.

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS~~12

~~This~~ITEM ~~FILING contains forward-looking statements~~2. ~~The~~MANAGEMENT’S ~~words~~DISCUSSION ~~"anticipated,"~~AND "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.ANALYSIS

This FILING contains forward-looking statements. The ~~Company~~words ~~cautions~~“anticipated,” ~~readers~~“believe,” ~~that~~“expect,” in“plan,” ~~addition~~“intend,” to“seek,” ~~important~~“estimate,” ~~factors~~“project,” ~~described~~“will,” ~~elsewhere~~“could,” ~~the~~“may,” ~~following~~and ~~important~~similar ~~facts~~expressions are intended to identify forward-looking statements. These statements include, among others, ~~sometimes~~information ~~have~~regarding ~~affected~~future operations, future capital expenditures, and infuture net cash flow. Such statements reflect the Company’s current views with respect to future ~~could~~events ~~affect~~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 ~~Company's~~ability ~~actual~~to ~~results~~achieve further market penetration and additional customers, and ~~could~~various ~~cause~~other matters, many of which are beyond the Company'’s ~~actual~~control. ~~results~~Should ~~during~~one ~~the~~or ~~year~~more ~~ended~~of ~~February~~these ~~28,~~risks ~~2015~~or ~~and~~uncertainties ~~beyond~~occur, or should underlying assumptions prove to ~~differ~~be incorrect, actual results may vary materially and adversely from those ~~expressed~~ANTICIPATED, inbelieved, ~~any~~estimated, or otherwise indicated. Consequently, all of the forward-looking statements made in this FILING are qualified by, orthese oncautionary ~~behalf~~statements and there can be no assurance of, the ~~Company~~actual results or developments.

~~This~~The ~~Management's~~Company ~~Discussion~~cautions ~~and~~readers ~~Analysis~~that orin ~~Plan~~addition ofto ~~Operation~~important ~~presents~~factors adescribed ~~review~~elsewhere, of the ~~consolidated~~following ~~operating~~important ~~results~~facts, ~~and~~among ~~financial~~others, ~~condition~~sometimes ofhave ~~the~~affected, ~~Company~~and ~~for~~in the ~~three~~future ~~month~~could ~~periods ended May 31~~affect, ~~2015~~the ~~and~~Company’s ~~2014.~~actual ~~This~~results, ~~discussion~~ and ~~analysis~~could iscause ~~intended~~the toCompany’s ~~assist~~actual inresults ~~understanding~~during the ~~financial~~year ~~condition~~ended ~~and~~February ~~results~~28, of2016 ~~operation of the Company~~ and ~~its~~beyond, ~~subsidiary.~~to ~~This~~differ ~~section~~materially ~~should~~from bethose ~~read~~expressed in ~~conjunction~~any ~~with~~forward-looking ~~the~~statements ~~consolidated~~made ~~financial~~by, ~~statements~~or ~~and~~on ~~the~~behalf ~~related~~of, ~~notes~~the Company.

~~RESULTS~~This OFManagement’s ~~OPERATIONS~~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 six month periods ended August 31, 2015 and 2014. 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.

~~MANUFACTURING~~RESULTS ~~SEGMENT~~OF OPERATIONS

~~The~~MANUFACTURING 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.SEGMENT

~~COMPARISON~~The OFmanufacturing ~~THE~~subsidiary, ~~RESULTS~~International OFMachine ~~OPERATIONS~~and ~~FOR~~Welding, ~~THE~~Inc., ~~THREE~~generates ~~MONTHS~~its ~~ENDED~~revenues ~~MAY~~from 31three 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 ~~2015~~square ~~AND~~foot ~~2014~~structure owned by International Machine and Welding, Inc.

~~General~~COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2015 AND 2014

The Company's consolidated net sales decreased to $511,558 for the three months ended May 31, 2015, a decrease of $97,328 or 16%, from $608,886 for the three months ended May 31, 2014. Management believes the decrease is due to a change in the mix of work. Under carriage work has been minimal due to the upgraded technology in the manufacturer's design of construction and mining equipment.General

~~Gross~~The ~~profit~~Company’s ~~for the~~ consolidated ~~operations~~net ~~decreased~~sales increased to $~~267~~543,~~839~~051 for the three months ended ~~May~~August 31, 2015, an increase of $68,715 or 14%, from $~~350~~474,~~939~~336 for the three months ended ~~May~~August 31, 2014. ~~Gross~~Management ~~profit~~believes asthe aincrease ~~percentage~~is ofdue ~~sales~~to ~~was~~changes ~~52%~~in ~~for~~ the ~~three~~construction ~~months~~industry ~~ended~~as ~~May~~machines ~~31,~~are ~~2015~~between atheir ~~decrease~~life ~~of 6% from 58% for the three months ended May 31, 2014~~cycles.

~~Consolidated~~Gross ~~selling,~~profit ~~general~~for ~~and~~the ~~administrative~~consolidated ~~expenses~~operations ~~decreased~~increased to $~~303~~282,~~900~~602 for the three months ended ~~May~~August 31, 2015 from $~~358~~237,~~398~~169 for the three months ended ~~May~~August 31, 2014,. aGross ~~decrease~~profit ofas ~~$54,498~~a orpercentage ~~15%.~~of ~~The~~sales ~~decrease~~increased ~~was~~to ~~due~~52% tofor athe ~~net~~three ofmonths ~~management~~ended ~~monitoring~~August ~~and~~31, ~~minimizing~~2015 ~~costs~~from ~~and~~50% for the ~~national~~three ~~reduction~~months inended ~~fuel~~August ~~costs~~31, 2014.

Consolidated ~~interest~~selling, ~~expense~~general and administrative expenses increased to $324,048 for the three months ended ~~May~~August 31, 2015 ~~was~~from $22320,~~228~~308 ~~compared to $22,606~~ for the three months ended ~~May~~August 31, 2014., ~~The~~an ~~decrease~~increase of $~~378~~3,740 or 21% ~~is primarily due to the decrease in notes payable~~.

12Consolidated interest expense for the three months ended August 31, 2015 was $21,699 compared to $20,830 for the three months ended August 31, 2014. The increase of $869 or 4% is primarily due to the increase in notes payable.

Consolidated interest income for the three months ended May 31, 2015 was $6,964 compared to $5,920 for the three months ended May 31, 2014. The increase of $1,044 or 18% is primarily due to the increase in other receivables.13

~~The~~Consolidated ~~Company~~interest ~~incurred~~income ~~net consolidated loss of $51,325~~ for the three months ended ~~May~~August 31, 2015 was $7,835 compared to ~~a net income of~~ $595,~~957~~501 for the three months ended ~~May~~August 31, 2014. The increase inof ~~net~~$2,334 ~~loss~~or 42% is primarily due to the ~~decrease~~increase in other ~~income~~receivables.

~~Manufacturing~~The ~~Segment~~Company incurred net consolidated loss of $55,310 for the three months ended August 31, 2015 compared to a net loss of $98,468 for the three months ended August 31, 2014. The decrease in net loss is primarily due to the increase in sales.

~~The~~Manufacturing manufacturing operation, International Machine and Welding, Inc. provided net sales of $511,558 for the three months ended May 31, 2015 compared to $608,886 for the three months ended May 31, 2014. The machining operations provided $202,287 or 40% of net sales with parts and service providing $309,271 or 60% of net sales for the three months ended May 31, 2015 as compared to machining operations contributing $221,242 or 36% of net sales with parts and service providing 387,644 or 64% of net sales for the three months ended May 31, 2014.Segment

~~Gross~~The ~~profit~~manufacturing ~~from~~operation, International Machine and Welding, Inc. ~~was~~provided net sales of $~~267~~543,~~839~~051 for the three months ended ~~May~~August 31, 2015 compared to $~~350~~474,~~939~~336 ~~during~~for the three months ended ~~May~~August 31, 2014. ~~providing~~The ~~gross~~machining ~~profit~~operations ~~margins~~provided of$200,263 52or 37% of net sales with parts and service providing $342,788 or 63% of net sales for the three months ended ~~May~~August 31, 2015 as compared to 58machining operations contributing $133,171 or 28% of net sales with parts and service providing $341,165 or 72% of net sales for the ~~same~~three ~~period~~months ended ~~May~~August 31, 2014.

~~Selling,~~Gross ~~general~~profit ~~and~~from ~~administrative expenses for~~ International Machine and Welding, Inc. ~~were~~was $~~234~~282,~~212~~602 for the three months ended ~~May~~August 31, 2015 compared to $~~257~~237,~~372~~169 during the three months ended August 31, 2014 providing gross profit margins of 52%, for the three months ended ~~May~~August 31, 2015 as compared to 50% for the same period ended August 31, 2014.

~~Interest~~Selling, ~~expense~~general ~~was~~and administrative expenses for International Machine and Welding, Inc. were $15250,~~496~~475 for the three months ended ~~May~~August 31, 2015 compared to $15236,~~650~~341 for the three months ended ~~May~~August 31, 2014. ~~The decrease in interest expense is primarily due to a decrease in notes payable.~~

~~The~~Interest ~~Company~~expense ~~does~~was ~~not~~$15,009 ~~have~~for ~~discrete~~the ~~financial~~three ~~information~~months onended ~~each~~August of31, 2015 compared to $13,925 for the three ~~manufacturing~~months ~~divisions,~~ended ~~nor~~August ~~does~~31, ~~the~~2014. ~~Company~~The ~~make~~increase ~~decisions~~in oninterest ~~the~~expense ~~divisions~~is ~~separately;~~primarily ~~therefore~~due ~~they~~to ~~are~~an ~~not~~increase ~~reported~~in asnotes ~~segments~~payable.

~~LIQUIDITY~~The ~~AND~~Company ~~CAPITAL~~does ~~RESOURCES~~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.

~~During~~COMPARISON ~~the~~OF ~~three~~THE ~~months~~RESULTS ~~ended~~OF ~~May~~OPERATIONS ~~31,~~FOR ~~2015~~THE ~~and~~SIX ~~2014,~~MONTHS ~~the~~ENDED ~~Company~~AUGUST ~~provided net cash for operating activities of $11,916 and for the three months ended May~~ 31, ~~2014~~2015 ~~used~~AND ~~net cash for operating activities of $42,631.~~2014

During the three months ended May 31, 2015 and 2014, the Company used funds for investing activities of $56,038 and $9,075, respectively. The increase in cash used for investing activities is primarily due to the increase in other receivables and acquisition of equipment.General

~~During~~The ~~the~~Company’s ~~three~~consolidated ~~months~~net ~~ended~~sales ~~May~~decreased 31to $1,054,609 ~~2015~~for ~~and~~the ~~2014,~~six ~~the~~months ~~Company~~ended ~~provided~~August ~~cash~~31, ~~from~~2015, ~~financing~~a ~~activities~~decrease of $2028,~~600~~613 ~~and~~or 3%, from $511,~~862~~083,222 ~~respectively.~~for ~~The~~the ~~decrease~~six inmonths ~~net~~ended ~~cash~~August ~~provided~~31, by2014. ~~financing~~Management ~~activities~~believes the decrease is due to changes in the ~~decrease~~construction inindustry ~~proceeds~~as ~~from~~machines ~~the~~are ~~issuance~~between oftheir ~~notes~~life ~~payable~~cycles.

~~Cash~~Gross ~~flows~~profit ~~from financing activities provided~~ for ~~working capital needs and principal payments on long-term debt through fiscal 2016. To~~ the ~~extent~~consolidated ~~that~~operations ~~the~~decreased ~~cash flows from financing activities are insufficient~~ to ~~finance the Company's anticipated growth~~$550,441 orfor ~~its other liquidity and capital requirements during~~ the ~~next~~three ~~twelve~~ months, ~~the~~ended ~~Company~~August ~~will~~31, ~~seek~~2015 ~~additional financing~~ from ~~alternative~~$588,108 ~~sources~~for ~~including~~the ~~bank~~six ~~loans~~months orended ~~other~~August ~~bank financing arrangements~~31, ~~other~~2014. ~~debt~~Gross ~~financing,~~profit ~~the~~as ~~sale~~a percentage of ~~equity~~sales ~~securities~~decreased ~~(including~~to ~~those~~52% ~~issuable~~for ~~pursuant to~~ the ~~exercise~~six ofmonths ~~outstanding~~ended ~~warrants~~August ~~and options)~~31, or2015 ~~other~~from ~~financing~~54% ~~arrangements.~~for ~~However,~~the ~~there~~six ~~can~~months beended noAugust ~~assurance that any such financing will be available and~~31, ~~if available, that it will be available on terms favorable or acceptable to the Company~~2014.

~~Although~~Consolidated ~~management has reduced debt~~selling, ~~new~~general ~~financing~~and toadministrative ~~finance~~expenses ~~operations~~decreased ~~and~~ to ~~facilitate~~$627,948 ~~additional~~for ~~production~~the issix ~~still~~months ~~being~~ended ~~sought.~~August ~~However~~31, ~~there~~2015 ~~can~~from be$678,706 nofor ~~assurance that~~ the ~~Company~~six ~~will~~months beended ~~able~~August to31, ~~raise capital~~2014, ~~obtain~~a ~~debt~~decrease ~~financing~~of $50,758 or ~~improve~~7%. ~~operating~~The ~~results~~decrease ~~sufficiently~~was due to ~~continue~~a asdecrease ain ~~going~~outside ~~concern~~services, tools, legal expenses and loan costs.

13Consolidated interest expense for the six months ended August 31, 2015 was $43,927 compared to $43,436 for the six months ended August 31, 2014. The increase of $491 is primarily due to the increase in notes payable.

~~SEASONALITY~~Consolidated interest income for the six months ended August 31, 2015 was $14,799 compared to $11,421 for the six months ended August 31, 2014. The increase of $3,378 or 30% is primarily due to the increase in other receivables.

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.14

~~CRITICAL~~The ~~ACCOUNTING~~Company ~~POLICIES~~incurred ~~AND~~net ~~ESTIMATES~~consolidated loss of $106,635 for the six months ended August 31, 2015 compared to a net loss of $38,511 for the six months ended August 31, 2014. The increase in net loss is primarily due to the decrease in sales and other income, net of the decrease in selling, general and administrative expenses.

~~The~~Manufacturing 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.Segment

WeThe ~~believe~~manufacturing ~~that~~operation, International Machine and Welding, Inc. provided net sales of $1,054,609 for the ~~following~~six ~~critical~~months ~~policies~~ended ~~affect~~August ~~our~~31, ~~more~~2015 ~~significant~~compared ~~judgments~~to $1,083,222 for the six months ended August 31, 2014. The machining operations provided $402,550 or 38% of net sales with parts and ~~estimates~~service ~~used~~providing in$652,059 ~~preparation~~or 62% of ~~our~~net ~~consolidated~~sales ~~financial~~for ~~statements~~the six months ended August 31, 2015 as compared to machining operations contributing $354,412 or 33% of net sales with parts and service providing $728,810 or 67% of net sales for the six months ended August 31, 2014.

WeGross ~~maintain~~profit ~~allowances~~from ~~for~~International ~~doubtful~~Machine ~~accounts~~and ~~for~~Welding, ~~estimated~~Inc. ~~losses~~was ~~resulting~~$550,441 ~~from~~for the ~~inability~~six ofmonths ~~our~~ended ~~customers~~August to31, ~~make~~2015 ~~required~~compared ~~payments.~~to We$588,108 ~~base~~during ~~our~~the ~~estimate~~six onmonths anended ~~analysis~~August of31, ~~the~~2014 ~~Company's~~providing ~~prior~~gross ~~collection~~profit ~~experience,~~margins ~~customer credit worthiness~~of 52%, ~~and~~for ~~current~~the ~~economic~~six ~~trends.~~months Ifended ~~the~~August ~~financial~~31, ~~condition~~2015 ofas ~~our~~compared ~~customers~~to ~~were~~54% tofor ~~deteriorate,~~the ~~additional~~same ~~allowances~~period ~~may~~ended beAugust ~~required~~31, 2014.

WeSelling, ~~value~~general ~~our~~and ~~inventories~~administrative atexpenses ~~the~~for ~~lower~~International ofMachine ~~cost~~and orWelding, ~~market~~Inc. ~~Cost~~were is$484,687 ~~determined~~for onthe asix ~~standard~~months ~~cost~~ended ~~basis~~August ~~that approximates the first-in~~31, ~~first-out~~2015 ~~method;~~compared ~~market~~to is$433,713 ~~determined based on net realizable value. We write down inventory balances~~ for ~~estimated obsolescence or unmarketable inventory equal to~~ the ~~difference~~six ~~between~~months ~~the~~ended ~~cost~~August ~~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~~31, ~~additional inventory write-downs may be required~~2014.

WeInterest ~~value~~expense ~~our~~was ~~property~~$30,506 ~~and~~for ~~equipment at cost. Amortization and depreciation are calculated using~~ the ~~straight-line~~six ~~and~~months ~~accelerated~~ended ~~methods~~August of31, ~~accounting~~2015 ~~over~~compared ~~the~~to ~~estimated~~$29,575 ~~useful~~for ~~lives of~~ the ~~assets.~~six ~~Maintenance~~months ~~and~~ended ~~repairs~~August ~~are~~31, ~~charged to operations when incurred~~2014. ~~Betterments~~The ~~and~~decrease ~~renewals~~in ~~are~~interest ~~capitalized.~~expense ~~When~~is ~~property~~primarily ~~and~~due ~~equipment~~to ~~are~~a ~~sold~~reduction ~~or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included~~ in ~~operations~~notes payable.

~~Fair~~The ~~value~~Company ~~estimates~~does ~~used~~not inhave ~~preparation~~discrete ~~of the consolidated~~ financial ~~statements are based upon certain market assumptions and pertinent~~ information ~~available~~on toeach ~~management. The respective carrying value~~ of ~~certain~~the ~~on-balance-sheet~~three ~~financial~~manufacturing ~~instruments approximated their fair values. These financial instruments include cash~~divisions, ~~accounts~~nor ~~receivable,~~does 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~~make ~~payable~~decisions ~~is estimated based upon the quoted market prices for the same or similar issues or~~ on the ~~current~~divisions ~~rates~~separately; ~~offered~~therefore tothey ~~the~~are ~~Company~~not ~~for~~reported ~~debt~~as ~~of the same remaining maturities~~segments.

14LIQUIDITY AND CAPITAL RESOURCES

~~NEW~~During ~~ACCOUNTING~~the ~~PRONOUNCEMENTS~~six months ended August 31, 2015 and 2014, the Company used net cash for operating activities of $7,624 and $15,882, respectively.

~~For~~During athe ~~description~~six ofmonths ~~recent~~ended ~~accounting~~August ~~standards~~31, ~~including~~2015 and 2014, the ~~expected~~Company ~~dates~~used offunds ~~adoption~~for ~~and~~investing ~~estimated~~activities ~~effects~~of $79,642 ifand ~~any~~$26,445, onrespectively. ~~our~~The ~~financial~~decrease ~~statements,~~in ~~see~~cash ~~"Note~~used 3:for ~~Recent~~investing ~~Accounting~~activities ~~Pronouncements"~~is inprimarily ~~Part~~due I,to ~~Item~~the 1Company ofnot ~~this~~purchasing ~~Form~~as ~~10-Q~~much property and equipment.

~~ITEM~~During 3the six months ended August 31, 2015 and 2014, the Company provided cash from financing activities of $84,976 and $91,026, respectively. ~~QUANTITATIVE~~The ~~AND~~increase ~~QUALITATIVE~~in ~~DISCLOSURES~~net ~~ABOUT~~cash ~~MARKET~~provided ~~RISK~~by financing activities is due to the increase in proceeds from the issuance of notes payable.

~~Not~~Cash ~~applicable~~flows from financing activities provided for working capital needs and principal payments on long-term debt through fiscal year 2015. 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.

~~ITEM~~Although ~~4(T)~~management has reduced debt, new financing to finance operations and to facilitate additional production is still being sought. ~~CONTROLS~~However, ~~AND~~there ~~PROCEDURES~~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.

~~Disclosure Controls and Procedures~~15

~~Evaluation of Disclosure Controls and Procedures~~SEASONALITY

~~Under~~The ~~the~~diversity ~~supervision and with the participation~~ of ~~our~~operations ~~management,~~in ~~including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of~~ the ~~effectiveness~~manufacturing ofsegment ~~the~~protects ~~design~~it ~~and~~from ~~operation~~seasonal oftrends ~~our~~except ~~disclosure controls and procedures as defined~~ in ~~Rules 13a-15(f) and 15d-15(f)) under~~ the ~~Exchange~~sales ~~Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as~~ of ~~May~~agricultural ~~31,~~processing ~~2015,~~where ~~our internal disclosure controls and procedures were not effective due to material weaknesses in~~ the ~~system~~majority of ~~internal~~the ~~control.~~revenue ~~A material weakness~~ is agenerated ~~deficiency,~~while orthe ~~combination~~processors ofawait ~~deficiencies, that creates a reasonable possibility that a material misstatement of~~ the ~~annual~~next ~~or interim financial statements will not be prevented or detected in a timely manner~~harvest.

~~Disclosure~~CRITICAL ~~controls~~ACCOUNTING ~~and~~POLICIES ~~procedures~~AND 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.ESTIMATES

The ~~material~~accompanying ~~weaknesses~~consolidated ~~assessed~~financial bystatements ~~our~~include ~~management~~the ~~were~~activity ~~(1)~~of wethe ~~have~~Company ~~not~~and ~~implemented~~its ~~measures~~wholly ~~that~~owned ~~would~~subsidiary. ~~prevent~~All ~~the~~intercompany ~~chief~~transactions ~~executive~~have ~~officer~~been ~~and~~eliminated ~~the~~in ~~chief~~consolidation. The preparation of consolidated financial ~~officer~~statements ~~from~~in ~~overriding~~conformity with accounting principles generally accepted in the ~~internal~~United ~~control~~States ~~system~~of America requires management to make estimates and ~~(2)~~assumptions ~~our~~that ~~board~~affect the reported amount of ~~directors~~assets ~~has~~and ~~determined~~liabilities ~~that~~and ~~our~~disclosure ~~audit~~of ~~committee~~contingent ~~does~~assets ~~not~~and ~~have~~liabilities anat ~~independent~~the "date of the consolidated financial ~~expert"~~statements asand ~~such~~the ~~term~~reported isamounts ~~defined~~of ~~under~~revenues ~~federal~~and ~~securities~~expenses ~~law~~during the reporting period. WeThe doCompany reviews its estimates, including but not ~~believe~~limited ~~that~~to, ~~these~~recoverability ~~material~~of ~~weaknesses~~long-lived ~~have~~assets, ~~resulted~~recoverability inof ~~deficient~~prepaid ~~financial~~expenses ~~reporting~~and ~~because~~allowance ~~both~~for ~~the~~doubtful ~~chief~~accounts, ~~executive~~on ~~officer~~a regular basis and ~~the~~makes ~~chief~~adjustments ~~financial~~based ~~officer~~on ~~are~~historical ~~aware~~experiences ofand ~~their~~existing ~~responsibilities~~and ~~under~~expected ~~the~~future ~~SEC's~~conditions. ~~reporting~~These ~~requirements~~evaluations are performed and ~~they~~adjustments ~~both~~are ~~personally~~made ~~certify~~as ~~our~~information ~~financial~~is ~~reports~~available. Management believes that these estimates are reasonable; however, actual results could differ from these estimates.

~~Management's~~We ~~Report~~believe onthat ~~Internal~~the ~~Control~~following ~~over~~critical ~~Financial~~policies ~~Reporting~~affect our more significant judgments and estimates used in preparation of our consolidated financial statements.

~~Accordingly,~~We ~~while~~maintain weallowances ~~have~~for ~~identified~~doubtful ~~material~~accounts ~~weaknesses~~for inestimated ~~our~~losses ~~system~~resulting offrom ~~internal~~the ~~control~~inability ~~over~~of ~~financial~~our ~~reporting,~~customers ~~we believe we have taken reasonable steps~~ to ~~ascertain~~make ~~that~~required ~~the financial information contained in this report is in accordance with generally accepted accounting principles~~payments. ~~Our~~We ~~management~~base ~~has~~our ~~determined~~estimate ~~that~~on ~~current~~an ~~resources~~analysis ~~would~~of bethe ~~appropriately~~Company’s ~~applied~~prior ~~elsewhere~~collection ~~and~~experience, ~~when~~customer ~~resources~~credit ~~permit~~worthiness, ~~it will address~~ and ~~remediate~~current ~~material~~economic ~~weaknesses through implementing various controls or changes to controls~~trends. AtIf ~~such~~the ~~time~~financial ascondition weof ~~have~~our ~~additional~~customers ~~financial~~were ~~resources available~~ to usdeteriorate, weadditional ~~intend~~allowances tomay ~~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 effectivenessrequired.

15We 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.

~~Material~~We ~~weaknesses~~value ~~assessed by~~ our ~~management~~property ~~were~~and ~~(1)~~equipment weat ~~have~~cost. ~~not~~Amortization ~~implemented~~and ~~measures~~depreciation ~~that~~are ~~would~~calculated ~~prevent~~using the ~~chief~~straight-line ~~executive officer~~ and ~~the~~accelerated ~~chief~~methods ~~financial~~of ~~officer~~accounting ~~from~~over ~~overriding~~ the ~~internal~~estimated ~~control~~useful ~~system~~lives ~~and (2) our board~~ of ~~directors~~the ~~has~~assets. ~~determined~~Maintenance ~~that~~and ~~our~~repairs ~~audit~~are ~~committee~~charged ~~does~~to ~~not~~operations ~~have~~when anincurred. ~~independent~~Betterments ~~"financial~~and ~~expert"~~renewals asare ~~such term is defined under federal securities law~~capitalized. WeWhen doproperty ~~not~~and ~~believe~~equipment ~~that~~are ~~these~~sold ~~material~~or ~~weaknesses~~otherwise ~~have~~disposed ~~resulted~~of, ~~in deficient financial reporting because both~~ the ~~chief~~asset ~~executive~~account ~~officer~~ and ~~the~~related ~~chief~~accumulated ~~financial~~depreciation ~~officer~~account are ~~aware~~relieved, ~~of their responsibilities under the SEC's reporting requirements~~ and ~~they~~any ~~both~~gain ~~personally~~or ~~certify~~loss ~~our~~is ~~financial~~included ~~reports~~in operations.

AFair ~~control~~value ~~system,~~estimates noused ~~matter~~in ~~how~~preparation ~~well~~of ~~conceived~~the orconsolidated ~~operated,~~financial ~~can~~statements ~~provide~~are ~~only~~based ~~reasonable,~~upon ~~not~~certain ~~absolute~~market ~~assurance~~assumptions ~~that~~and ~~the~~pertinent ~~objectives~~information ofavailable ~~the~~to ~~control~~management. ~~system~~The ~~are~~respective ~~met~~carrying ~~under~~value ~~all~~of ~~potential~~certain ~~conditions,~~on-balance-sheet ~~regardless~~financial ofinstruments ~~how~~approximated ~~remote,~~their ~~and~~fair ~~may~~values. ~~not~~These ~~prevent~~financial orinstruments ~~detect~~include ~~all~~cash, ~~errors~~accounts ~~and~~receivable, ~~all~~accounts ~~fraud.~~payable, ~~Because~~and ofaccrued ~~the~~expenses. ~~inherent~~Fair ~~limitations~~values inwere ~~all~~assumed ~~control~~to ~~systems,~~approximate nocarrying ~~evaluation~~values offor ~~controls~~these ~~can~~financial ~~provide~~instruments ~~absolute~~since ~~assurance~~they ~~that~~are ~~all~~short-term ~~control~~in ~~issues~~nature and ~~instances~~their ofcarrying ~~fraud,~~amounts ifapproximate ~~any,~~fair ~~within~~values ~~the~~or ~~Company~~they ~~have~~are ~~been~~receivable ~~prevented~~ or ~~detected~~payable on demand. ~~Our~~The ~~internal~~fair ~~control~~value ~~over~~of ~~financial~~the ~~reporting~~Company’s notes payable is ~~designed~~estimated tobased ~~provide~~upon ~~reasonable~~the ~~assurance~~quoted ~~regarding~~market prices for the ~~reliability~~same ofor ~~financial~~similar ~~reporting~~issues ~~and~~or on the ~~preparation~~current ofrates ~~financial~~offered ~~statements~~to ~~for~~the ~~external~~Company ~~purposes~~for indebt ~~accordance~~of ~~with~~the ~~generally~~same ~~accepted~~remaining ~~accounting principles~~maturities.

~~Limitations~~NEW onACCOUNTING ~~the Effectiveness of Controls~~PRONOUNCEMENTS

~~Our~~For ~~disclosure~~a ~~controls~~description ~~and~~of ~~procedures~~recent ~~are~~accounting ~~designed to provide reasonable~~standards, ~~not~~including ~~absolute, assurance that~~ the ~~objectives~~expected ofdates ~~our disclosure control system are met. Because~~ of ~~inherent~~adoption ~~limitations~~and inestimated ~~all~~effects, ~~control~~if ~~systems~~any, noon ~~evaluation~~our offinancial ~~controls~~statements, ~~can~~see ~~provide~~“Note ~~absolute~~3: ~~assurance~~Recent ~~that~~Accounting ~~all~~Pronouncements” ~~control~~in ~~issues,~~Part ~~if any~~I, ~~within~~Item a1 ~~company~~of ~~have~~this ~~been~~Form ~~detected~~10-Q.

~~Changes in Internal Control over Financial Reporting~~16

~~There~~ITEM ~~have~~3. ~~been~~QUANTITATIVE noAND ~~changes~~QUALITATIVE inDISCLOSURES ~~our~~ABOUT ~~internal~~MARKET 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 May 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.RISK

~~Auditor's~~Not ~~Report on Internal Control over Financial Reporting~~applicable.

~~This~~ITEM ~~Quarterly Report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting~~4(T). ~~Management's~~CONTROLS ~~report~~AND 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.PROCEDURES

16Disclosure Controls and Procedures

~~PART~~Evaluation IIof Disclosure Controls and Procedures

~~ITEM~~Under 1the 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. ~~LEGAL~~Based ~~PROCEEDINGS~~on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of August 31, 2015, 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.

~~None~~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.

~~ITEM~~The 1Amaterial 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. ~~RISK~~We ~~FACTORS~~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.

~~Not~~Management's ~~applicable.~~Report on Internal Control over Financial Reporting

~~ITEM~~Accordingly, 2while 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. ~~UNREGISTERED~~Our ~~SALES~~management OFhas ~~EQUITY~~determined ~~SECURITIES~~that ~~AND~~current ~~USE~~resources OFwould ~~PROCEEDS~~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.

~~During~~Material ~~the~~weaknesses ~~three~~assessed ~~months~~by ~~ended~~our ~~May~~management ~~31,~~were ~~2015,~~(1) ~~there~~we ~~was~~have nonot ~~modification~~implemented ofmeasures ~~any~~that ~~instruments~~would ~~defining~~prevent the ~~rights~~chief ofexecutive ~~holders~~officer ofand the ~~Company's~~chief ~~common~~financial ~~stock~~officer ~~and~~from nooverriding ~~limitation~~the orinternal ~~qualification~~control system and (2) our board of ~~the~~directors ~~rights~~has ~~evidenced~~determined bythat ~~the~~our ~~Company's~~audit ~~common~~committee ~~stock~~does not have an independent “financial expert” as asuch ~~result~~term ofis defined under federal securities law. We do not believe that these material weaknesses have resulted in deficient financial reporting because both the ~~issuance~~chief ofexecutive ~~any~~officer ~~other~~and ~~class~~the chief financial officer are aware of ~~securities~~their orresponsibilities under the ~~modification~~SEC’s ~~thereof~~reporting requirements and they both personally certify our financial reports.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~17

~~The~~A ~~Company~~control ~~has~~system, ~~defaulted~~no onmatter ahow ~~total~~well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of ~~$517~~the control system are met under all potential conditions,~~871~~ regardless of ~~notes~~how ~~payable.~~remote, ~~The~~and ~~amount~~may not prevent or detect all errors and all fraud. Because of ~~principal~~the ~~payments~~inherent limitations in ~~arrears~~all ~~was~~control ~~$216~~systems,~~988~~ ~~with~~no anevaluation ~~additional~~of ~~amount~~controls can provide absolute assurance that all control issues and instances of ~~$300~~fraud,~~883~~ ofif ~~interest~~any, ~~due~~within atthe ~~May~~Company ~~31,~~have ~~2015~~been prevented or detected. ~~These~~Our ~~defaults~~internal ~~are~~control over financial reporting is designed to provide reasonable assurance regarding the ~~result~~reliability of afinancial ~~failure~~reporting toand ~~pay~~the preparation of financial statements for external purposes in accordance with ~~the~~generally ~~terms~~accepted ~~agreed~~accounting principles.

~~ITEM~~Limitations 4.on ~~MINE~~the ~~SAFETY~~Effectiveness ~~DISCLOSURES~~of Controls

~~Not~~Our ~~applicable~~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.

~~ITEM~~Changes 5.in ~~OTHER~~Internal ~~MATTERS~~Control over Financial Reporting

~~None~~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 August 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17Auditor’s Report on Internal Control over Financial Reporting

~~ITEM~~This 6Quarterly Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. ~~EXHIBITS~~Management’s ~~AND~~report ~~REPORTS~~was ONnot ~~FORM~~subject ~~8-K~~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.

~~EXHIBIT INDEX~~18

IncorporatedDocuments	SEC Exhibit Reference	SequentiallyNumbered
	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 **

PART II

~~________________~~ ITEM 1. LEGAL PROCEEDINGS

** 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 sectionsNone.

~~(b)~~ITEM ~~Reports~~1A. onRISK ~~Form 8-K~~FACTORS

~~None~~Not applicable.

18ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~SIGNATURES~~During the three months ended August 31, 2015, 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.

InITEM ~~accordance~~3. ~~with~~DEFAULTS ~~Section~~UPON 13SENIOR ~~or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SECURITIES

	AMERICAN COMMERCE SOLUTIONS, INC.
Date: July 17, 2015	By:	/s/ Daniel L. Hefner
		Daniel L. Hefner President
Date: July 17, 2015	By:	/s/ Frank D. Puissegur
		Frank D. Puissegur CFO and Chief Accounting Officer

The Company has defaulted on a total of $523,340 of notes payable. The amount of principal payments in arrears was $216,988 with an additional amount of $306,352 of interest due at August 31, 2015. These defaults are the result of a failure to pay in accordance with the terms agreed.

19ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER MATTERS

None.

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 **

________________

(b) Reports on Form 8-K

None

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: October 15, 2015	By:	/s/ DANIEL L. HEFNER
		Daniel L. Hefner, President


Date: October 15, 2015	By:	/s/ FRANK D. PUISSEGUR
		Frank D. Puissegur, CFO and Chief Accounting Officer

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