UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended February 2829, ~~2015~~2016

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

For the transition period from _________ , 20 __ , to _________ , 20 __.

Commission File Number 33-98682

American Commerce Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Florida		05-0460102
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1400 Chamber Drive, Bartow, Florida 33830

(Address of Principal Executive Offices)

(863) 533-0326

(Registrant’'s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Act:

$0.001 par value preferred stock		Over the Counter Bulletin Board
$0.002 par value common stock		Over the Counter Bulletin Board

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months. Yes x No ¨

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $757,899 as of the last business day of the registrant’'s most recently completed second fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of May 2931, ~~2015~~2016, the Registrant had 1,157,812,573 outstanding shares of its common stock, $0.002 par value.

Documents incorporated by reference: None

AMERICAN COMMERCE SOLUTIONS, INC.

FORM 10-K— - INDEX

PART I
Part I
Item 1.	Description of Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Part II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 7A.	Quantitative and Qualitative Disclosures Amount Market Risk	12
Item 8.	Consolidated Financial Statements	13F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1413
Item 9A.	Controls and Procedures	14
Item 9A	Controls and Procedures	13
Item 9B.	Other information	1514
PART III
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	1615
Item 11.	Executive Compensation	1716
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2019
Item 13.	Certain Relationships and Related Transactions and Director Independence	2221
Item 14.	Principal Accounting Fees and Services	2221
PART IV
Part IV
Item 15.	Exhibits and Financial Statement Schedules	2322
	Signatures	24
	Certifications

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AMERICAN COMMERCE SOLUTIONS, INC.

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates and projections about American Commerce Solution, Inc.’'s industry, management beliefs, and assumptions made by management. Words such as “"anticipates,”" “"expects,”" “"intends,”" “"plans,”" “"believes,”" “"seeks,”" “"estimates,”" variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

American Commerce Solutions, Inc. was incorporated in Rhode Island in May 1991 under the name Jaque Dubois, Inc. and was re-incorporated in Delaware in 1994. In July 1995, the Company’'s name was changed to JD American Workwear, Inc. In December 2000 the shareholders voted to change the name of the company to American Commerce Solutions, Inc. to more accurately portray the activities of the company. In August 2012, the Company was reincorporated in Florida.

American Commerce Solutions, Inc. (the “"Company”" or “"American Commerce”") is a multi-industry holding company for its operating subsidiary. As of ~~the~~June ~~close~~14, ~~of its most recently completed fiscal year end~~2016, the Company had one wholly owned subsidiary operating in the ~~manufacturing~~auto rental segment. The operating subsidiary is ~~International~~Best ~~Machine~~Way ~~and~~Auto ~~Welding~~& Truck Rental, Inc. ~~located~~On inMay ~~Bartow~~26, ~~Florida~~2016, the Company ceased operation of its wholly-owned subsidiary, International Machine and Welding, Inc.

The Company intends to expand its holdings by acquiring additional subsidiaries to facilitate its business plan. The current business plan has been in development since June 2000.

~~International~~Operating ~~Machine and Welding, Inc~~Subsidiaries. provides specialized machining services for heavy industry. Target customers in the region include mining, agriculture processing, maritime, power generation and industrial machinery companies. Additional operations include heavy equipment service to the construction, forestry, waste and scrap industries. The operation provides complete service of the equipment, which includes rebuilding undercarriages, engines, transmissions, final drives and hydraulics. The effective service area for the operation located in the Southeastern region of the United States is a prime and lucrative market for such services. Growth in this region of the United States (population, infrastructure, and building) has created long term needs for construction equipment. All of these machines require periodic maintenance, and at certain points major overhauls. In addition to its 38,000 square foot facility, the operation also provides fully equipped field service vehicles so machines do not have to be removed from the work site.

~~International~~Best ~~Machine~~Way ~~and~~Auto ~~Welding,~~& ~~Inc.~~Truck also sells OEM and after-market repair parts for heavy equipment. The operation has an extensive cross-reference listing and network of sources. One of the major competitive advantages of the operation is its ability to determine exactly what the customer needs and fulfill the requirement. In many casesRental, the customer may not have service manuals or to be able to identify part numbers. If a customer has more than one type of machine, which is quite common, they may have to contact a number of different suppliers to get parts for multiple machines. Our operation identifies the required parts and arranges the necessary repairs. As a result, the customer only has to make one phone call for all of their needs. This also makes International Machine and Welding, Inc. an attractive alternative for sales to customers outside the United States. Orders can be accumulated throughout the month and be sent on consolidated shipments. This has created a niche market for the direct parts sales division. The operation currently has a dozen customer relationships in the Caribbean. Management believes that this market has not been fully targeted by its competitors and offers potential as a source of increased business.

3On March 31, 2016, the Company executed a letter agreement pursuant to which it acquired Best Way Auto & Truck Rental, Inc. as a wholly owned subsidiary from Three Sisters Trust. Best Way Auto & Truck Rental, Inc. - https://bestwayrentalsusa.com. Prior to this transaction, we have had no relationship with Three Sisters Trust, its beneficiaries or trustees. Best Way operates as an automobile and truck sales and rental company. Best Way is opening and operating rental locations across the United States with an emphasis on college and university locations with a rewards program geared to sales and financing of automobiles to first time car buyers. To date, Best Way has opened ten locations and further intends to open franchise operations beginning in Florida.

We have agreed to issue 342,709,427 shares of our common stock (a combination of treasury shares and unissued shares), plus an additional number of shares to be determined to provide Three Sisters Trust with not less than 51% of the issued and outstanding shares of our common stock; provided that the shares to be issued will result in the issue of our entire authorized shares.

In connection with the acquisition of Best Way, we will divest our interest in International Machine, heretofore our sole wholly owned subsidiary, in a transaction with our directors, Daniel Hefner and Robert Maxwell, the terms of which are to be determined.

Also, in connection with the acquisition of Best Way, our indebtedness to International Machine and to our related parties will be eliminated.

All parties to the transaction deem the transaction to be complete on March 31, 2016. Pursuant to the letter agreement, the parties agreed to move with all deliberate speed to prepare, execute and exchange a definitive stock exchange agreement, board actions, irrevocable instructions to Jersey Stock Transfer to issue our shares to Three Sisters Trust, the delivery of the Best Way securities to us accompanied by a medallion guaranteed stock power and to achieve the goals and objectives outlined in the letter agreement.

International Machine and Welding, Inc.

On May 27, 2016, the Company ceased operation of its wholly-owned subsidiary International Machine and Welding, Inc. and sold substantially all of the subsidiary's assets, including real estate and certain machines. Other assets will be sold at auction. The projected gross sale is expected to be approximately $1,600,000. This sale and the anticipated final documentation of the Best Way acquisition will transfer ownership of the subsidiary to Robert Maxwell and Daniel Hefner, current officers and directors of the Company or their assigns in exchange for a return of stock and/or reduction o monies owed to Messrs. Maxwell and Hefner.

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International Machine and Welding, Inc. provides specialized machining services for heavy industry. Target customers in the region include mining, agriculture processing, maritime, power generation and industrial machinery companies. Additional operations include heavy equipment service to the construction, forestry, waste and scrap industries. The operation provides complete service of the equipment, which includes rebuilding undercarriages, engines, transmissions, final drives and hydraulics. The effective service area for the operation located in the Southeastern region of the United States is a prime and lucrative market for such services. Growth in this region of the United States (population, infrastructure, and building) has created long term needs for construction equipment. All of these machines require periodic maintenance, and at certain points major overhauls.

International Machine and Welding, Inc. also sells OEM and after-market repair parts for heavy equipment. The operation has an extensive cross-reference listing and network of sources. One of the major competitive advantages of the operation is its ability to determine exactly what the customer needs and fulfill the requirement. In many cases, the customer may not have service manuals or to be able to identify part numbers. If a customer has more than one type of machine, which is quite common, they may have to contact a number of different suppliers to get parts for multiple machines. Our operation identifies the required parts and arranges the necessary repairs. As a result, the customer only has to make one phone call for all of their needs. This also makes International Machine and Welding, Inc. an attractive alternative for sales to customers outside the United States. Orders can be accumulated throughout the month and be sent on consolidated shipments. This has created a niche market for the direct parts sales division. The operation currently has a couple of customer relationships in the Caribbean. Management believes that this market has not been fully targeted by its competitors and offers potential as a source of increased business.

BUSINESS STRATEGY

The Company has adopted a business strategy that focuses on expansion through acquisition. The key elements of acquisition targets must include solid management, profitability, geographical location, compatibility and/or undervalued companies that can be enhanced by shared services and opportunities.

MANUFACTURING SEGMENT

The Manufacturing Segment through International Machine and Welding, Inc. offers a broad range of products and services to heavy industry through its three divisions. The operations of Division 1 provide specialized machining of very large components and machinery repair to industries such as aerospace, agricultural processing, chemical, defense, mining, maritime and power generation. Our 38,000 square foot facility located in Bartow, Florida is one of the only operations in the Southeast capable of machining components up to 55 feet in length and/or 20 feet in diameter. Division 2 provides heavy equipment service (parts and labor), which includes repair and bonded rebuilds of engines, tracks, undercarriages, transmissions, final drives and hydraulic systems on heavy equipment. The equipment we repair is from the heavy construction industry including bulldozers, scrapers, loaders, excavators, large tractors, rollers, etc. The division provides field service via equipped service trucks to provide repairs at the customer’s site. Division 3 sells replacement parts to the heavy equipment market, directly to the end user with most of the parts exported outside the United States.

MANUFACTURING AND SOURCES OF SUPPLY

Manufacturing Segment

Supplies and parts used by International Machine and Welding, Inc. are purchased from several major suppliers including Caterpillar, John Deere, Case and other major manufacturers and after -market parts suppliers. The machining operations purchase from many suppliers based on the need of specific jobs. Although the operations do not have any long-term contracts with any of its suppliers, management believes that it has excellent business relationships with its current suppliers and it is not exposed to any significant risk in the event any one source of supply is discontinued, because there are many suppliers.

MARKETING AND SALES

~~Manufacturing~~Auto Rental Segment

~~International~~Best ~~Machine~~Way ~~and~~Auto ~~Welding,~~& ~~Inc.~~Truck Rental operates ~~three~~its ~~divisions~~rental atbusiness ~~one~~in ~~location~~ten recently opened locations primarily to college students. ~~Division~~Management 1is ~~sales~~of ~~have~~the ~~traditionally~~opinion that rentals will come from ~~industries~~colleges within a 100-mile radius of its ~~facilities requiring specialized machining applications~~facilitiess. Direct salesmen ~~have~~will established relationships with specific customers and the Company ~~has~~will ~~expanded~~expand the business relationship through quality, ~~rapid turn~~ and value. ~~While this business is quite lucrative, visibility is limited.~~ The operation intends to expand its operations in the OEM market, where the subsidiary provides components to manufacturers of large machines. These types of accounts generally involve annual contracts with three-month rolling schedules. The expansion of the market also is expected to increase the serviceable territory ~~from the Southeast~~ to include the entire United States.

~~Direct sales personnel who primarily target mid-tier accounts handle sales for Division 2 and 3.~~ We believe that this ~~broad~~ niche market is largely untapped by the larger ~~factory-sponsored~~rental ~~operations which cater specifically to very large accounts~~agencies. Margins are typically very slim in these accounts and a large percentage of the customer base is represented by very few accounts. Because we are an independent repair facility, we can provide service to a much broader base of customers with greater margins than the large factory-sponsored competitors.

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COMPETITION

~~Manufacturing~~Auto Rental Segment

The principal competitors of the ~~Manufacturing~~automobile ~~Division~~rental industry consists of ~~regional companies such as Southern Machinery, Florida Plating and Machine, Arroyo and Florida Metalizing in the machining operations and~~ national ~~corporations such as Ringhaver Equipment, Caterpillar,~~ and ~~Case~~regional ~~repair facilities in the heavy equipment parts and service category~~companies. Management believes that the ~~ability~~willingness to ~~rapidly~~rent ~~turn~~automobiles ~~goods or~~ to ~~provide~~college ~~parts~~students ~~on a timely basis~~ gives it a competitive advantage. We are able to ship parts directly to the consumer, usually on the same day as the order or to return all service work within the time specified either by completing the work at the customers site or because of immediate turnaround capabilities.

CUSTOMER DEPENDENCE

~~Manufacturing~~Auto Rental Segment

~~International~~Best ~~Machine~~Way ~~and~~Auto ~~Welding,~~& ~~Inc.~~Truck ~~has~~Rental will have a broad and diverse base of customers. ~~The~~as ~~division~~business ~~does have one customer that provides approximately 48~~expands.~~44%~~ ~~of sales~~However, the ~~loss~~focus ofis ~~which would have a material adverse effect~~ on ~~the~~college ~~segment~~students. This division does generate a significant amount of revenues from sales and services provided to three different industries. The construction industry accounted for approximately 22% of the division’s revenues in fiscal 2015 compared to 21% in fiscal 2014, while the industrial and mining industries accounted for approximately 26% and 51% in fiscal 2015 compared to 24% and 54% in fiscal 2014, respectively, of the division’s total revenues. Due to ~~these~~this ~~concentrations~~concentration, the results of operations of ~~the~~a ~~division~~location could be affected by changes in the economic, regulatory, or other related conditions impacting on ~~these~~targeted ~~industries~~consumer.

Although the division does not rely on a single customer, during the year ended February 28, 2015, one of the Company’s customers accounted for approximately 48% of total revenues. This customer was Mosaic Company.

EMPLOYEES

AtAs ~~February~~of 28June 14, ~~2015~~2016, the Company and its operating subsidiary had 1833 full-time employees, five part-time employees and the parent operation has 2two full time executives.

FUTURE ACQUISITIONS

The Company remains dedicated to its basic business plan, which calls for growth through acquisition of strategic business opportunities. Discussions and negotiations continue with multiple companies.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (including the Exhibits hereto) may contain “"forward-looking statements”" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding, among other things, the financial condition and prospects of the Company and its subsidiary, results of operations, projections, plans for future business development activities and the opportunities available within its market areas, capital spending plans, financing sources, projections of financial results or economic performance, capital structure, the effects of competition, statements of plans, expectations, or objectives of the Company, and the business of the Company and its subsidiary. These forward-looking statements are typically identified by words or phrases such as “"believe,”" “"expect,”" “"anticipate,”" “"plan,”" “"estimate,”" “"intend,”" and other similar words and expressions, or future or conditional verbs such as “"should,”" “"would,”" and “"could”" and other characterizations of future events or circumstances. In addition, the Company may from time to time make such written or oral “"forward-looking statements”" in future filings with the Securities and Exchange Commission (including exhibits thereto), in its reports to stockholders, and in other communications made by or with the approval of the Company.

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These forward-looking statements reflect the current views of the Company at the time they are made and are based on information currently available to the management of the Company and upon current expectations, estimates, and projections regarding the Company and its industry, management’'s beliefs with respect thereto, and certain assumptions made by management. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors (many of which are outside the control of the Company), which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements speak only to the date that such statements are made, and the Company undertakes no obligation to update any forward-looking statements, whether as the result of new information, future events, the occurrence of unanticipated events, or otherwise. The following sets forth some, but not necessarily all, of the factors that may cause the Company’'s actual results to vary materially from those which are the subject of any forward-looking statements.

ITEM 1A. RISK FACTORS

Accumulated Deficit and Operating Losses and Anticipated Earnings; Explanatory Language in Auditor’'s Report. The Company had an accumulated deficit at February 2829, ~~2015~~2016 of $19,~~355~~654,~~485~~784. The Company had a net loss of $~~130~~244,~~125~~513 for the year ended February 2829, ~~2015~~2016. Additionally, the Company is in default on several notes payable. The auditor’'s opinion on the financial statements expresses substantial doubt about the Company’'s ability to continue as a going concern. The financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. While there can be no assurance of this outcome, management believes its plan of operation will allow the Company to achieve this goal.

~~Growth~~We ~~Plans~~recently ~~and~~ceased ~~Risk~~operations of ~~Expansion.~~International ~~The~~Machine ~~Company~~and ~~adopted~~we ~~and~~have ~~implemented~~minimal aworking ~~business~~capital ~~strategy,~~with which ~~seeks~~to ~~growth~~execute ~~and~~our ~~expansion~~business ~~through the acquisition of synergistic companies~~plan. ~~Accordingly,~~On ~~the~~May ~~growth and financial performance of the Company will depend~~27, ~~in large part~~2016, ~~upon~~we ~~the~~ceased ~~Company’s~~operations ~~ability~~of toour ~~identify~~wholly-owned ~~and locate suitable acquisitions~~subsidiary, toInternational ~~manage~~Machine. ~~such~~As ~~growth~~a ~~and~~result ~~the~~we ~~resultant~~have ~~diverse~~minimal ~~operations,~~working tocapital. ~~manage~~We ~~the~~anticipate ~~margins~~needing ofadditional ~~the~~working ~~acquired~~capital ~~operations,~~as ~~and~~our tobusiness ~~attract,~~expands. ~~hire,~~We ~~train,~~cannot ~~and~~assure ~~retain~~you ~~qualified~~that ~~supervisory~~we ~~personnel~~will ~~and~~be ~~other~~able ~~operational employees~~ to ~~meet~~obtain the ~~Company’s~~necessary ~~needs~~funds asto itproceed ~~expands,~~with asour ~~well~~business asplan ~~the~~or ~~availability~~that ofwill provide sufficient working capital. ~~Difficulties~~to ~~resulting~~enable ~~from~~us ~~the~~to ~~failure~~continue ~~of the Company~~ to ~~manage~~operate ~~and~~profitably ~~control~~or ~~its~~accomplish ~~growth could materially adversely affect~~ the ~~Company’s~~proposed ~~operating~~expansion ~~results~~of ~~and~~our ~~financial condition~~business.

NoGrowth ~~Assurance~~Plans and Risk of ~~Acquisitions~~Expansion. ~~Although~~The ~~the~~ Company ~~has~~adopted ~~had~~and ~~preliminary~~implemented ~~discussions~~a ~~with~~business ~~potential~~strategy, which seeks growth and expansion through the acquisition ~~candidates~~of synergistic companies. Accordingly, the ~~Company~~growth ~~has~~and ~~not~~financial ~~completed~~performance ~~any~~of ~~acquisitions~~the Company will depend, in large part, upon the ~~fiscal~~Company's ~~year~~ability ~~ended~~to ~~February~~identify 28and locate suitable acquisitions, ~~2015.~~to ~~The~~manage ~~Company~~such ~~does~~growth ~~have~~and ~~current~~the ~~understandings~~resultant ordiverse ~~arrangements~~operations, ~~(oral~~to ormanage ~~written)~~the ~~relating~~margins of the acquired operations, and to ~~specific~~attract, ~~acquisitions~~hire, ~~but~~train, ~~cannot~~and ~~give~~retain ~~specific~~qualified ~~timing~~supervisory personnel and other operational employees to ~~close~~meet the ~~potential~~Company's ~~acquisitions.~~needs ~~Until~~as ~~binding~~it ~~agreements~~expands, ~~are~~as inwell ~~place~~as ~~there~~the ~~can~~availability beof nosufficient ~~assurance~~working ~~that~~capital. ~~any~~Difficulties ~~proposed~~resulting ~~acquisition~~from ~~will~~the befailure ~~consummated~~of orthe ~~that~~Company ~~adequate,~~to ~~acceptable~~manage and ~~affordable~~control ~~financing~~its ~~will~~growth becould ~~available~~materially adversely affect the Company's operating results and financial condition.

~~Furthermore,~~Our tosubsidiary ~~the~~faces ~~extent~~intense ~~that~~competition ~~acquisitions~~in ~~are~~these ~~consummated,~~uncertain ~~the~~financial ~~Company’s~~times ~~success~~and orits ~~failure~~financial ~~will~~results ~~depend~~can ~~upon~~be ~~management’s~~negatively ~~ability~~affected. toAll ~~integrate~~aspects of the ~~acquired~~automobile business ~~into~~are ~~the~~highly ~~company~~competitive. ~~and~~The ~~implementation~~firms ofthat ~~adequate~~Best ~~management~~Way ~~skills~~competes ~~and~~with ~~systems~~include ~~necessary~~large towell-known ~~accomplish~~firms ~~the~~who ~~Company’s~~have ~~strategy.~~substantially ~~Additionally,~~greater ~~the~~financial ~~Company~~and ispersonnel ~~unable~~resources. toOur ~~predict~~subsidiary ~~whether~~competes orfor ~~when,~~business ~~once~~on ~~integrated,~~the ~~any~~basis ~~acquisition~~of ~~may~~our ~~achieve~~experience ~~comparable~~in ~~levels~~the ~~of revenues~~industry, ~~profitability,~~its orability ~~productivity~~to asexecute ~~existing~~business ~~Company~~transactions ~~operations,~~and orthe ~~otherwise~~strength ~~perform as expected (including achievement~~ of ~~expected~~our ~~synergies~~relationships orwith ~~financial~~its ~~benefits)~~clients. ~~The~~Intense ~~Company may face~~ competition ~~for~~could ~~desirable~~negatively ~~acquisitions~~affect ~~from~~its ~~entities that may possess greater resources than the Company~~operations.

~~Acquisition~~No ~~Risks.~~Assurance of Acquisitions. ~~involve~~Although athe ~~number~~Company ofhas ~~special~~had ~~risks,~~preliminary ~~some~~discussions orwith ~~all~~potential ofacquisition ~~which~~candidates, ~~could~~the ~~have~~Company ahas ~~material~~not ~~adverse~~completed ~~effect~~any onacquisitions in the ~~Company’s~~fiscal ~~results~~year ofended ~~operations~~February ~~and~~29, ~~financial condition~~2016. ~~Such~~The ~~risks~~Company ~~include,~~does ~~but~~have ~~are~~current ~~not~~understandings ~~limited~~or ~~to,~~arrangements ~~the~~(oral ~~diversion~~or ofwritten) ~~management’s~~relating ~~attention~~to ~~from~~specific ~~core operations~~acquisitions, ~~difficulties~~but incannot ~~the~~give ~~integration~~specific oftiming ~~acquired~~to ~~operations~~close ~~and~~the ~~retention~~potential ofacquisitions. ~~personnel,~~Until ~~customers,~~binding ~~and~~agreements ~~suppliers,~~are ~~unanticipated~~in ~~problems~~place orthere ~~legal~~can ~~liabilities,~~be ~~tax~~no ~~and~~assurance ~~accounting~~that ~~issues,~~any ~~and~~proposed ~~the~~acquisition ~~inability~~will tobe ~~obtain~~consummated ~~all~~or ~~necessary~~that ~~governmental~~adequate, acceptable and ~~other~~affordable ~~approvals~~financing ~~and~~will ~~consents~~be available.

6Furthermore, to the extent that acquisitions are consummated, the Company's success or failure will depend upon management's ability to integrate the acquired business into the company and implementation of adequate management skills and systems necessary to accomplish the Company's strategy. Additionally, the Company is unable to predict whether or when, once integrated, any acquisition may achieve comparable levels of revenues, profitability, or productivity as existing Company operations, or otherwise perform as expected (including achievement of expected synergies or financial benefits). The Company may face competition for desirable acquisitions from entities that may possess greater resources than the Company.

~~Need~~Acquisition ~~for Additional Financing~~Risks. ~~Proceeds~~Acquisitions ~~from~~involve ~~notes~~a ~~payable~~number ~~and~~of ~~long-term~~special ~~debt~~risks, ~~provided~~some ~~the~~or ~~working~~all ~~capital~~of ~~needs~~which ~~and~~could ~~principal~~have ~~payments~~a onmaterial ~~long-term~~adverse ~~debt~~effect ~~through~~on ~~most of fiscal 2015. However,~~ the Company's ~~will~~results ~~need~~of tooperations ~~obtain additional financing in order to finance its acquisition~~ and ~~growth~~financial ~~strategy~~condition. ~~There~~Such ~~can~~risks beinclude, nobut ~~assurance~~are ~~that~~not ~~debt~~limited ~~or equity financing will be available~~ to, the ~~Company~~diversion onof ~~acceptable~~management's ~~terms,~~attention iffrom atcore ~~all.~~operations, Ifdifficulties in the ~~Company~~integration ~~does~~of ~~require~~acquired ~~additional~~operations ~~financing~~ and itretention ~~cannot be obtained or the terms~~ of ~~such~~personnel, ~~financings~~customers, ~~are~~and ~~unfavorable~~suppliers, itunanticipated ~~may~~problems ~~have~~or alegal ~~material~~liabilities, ~~adverse~~tax ~~impact on our operations~~ and ~~profitability~~accounting issues, and the ~~Company~~inability ~~may~~to ~~need~~obtain toall ~~curtail~~necessary ~~its~~governmental ~~business~~and ~~plan~~other approvals and ~~strategy~~consents.

~~Loss~~6 ofBack ~~Certain Members of Our Management Team Could Adversely Affect the Company. The Company is dependent~~ to a significant extent on the continued efforts, abilities and funding of our Chairman, Robert E. Maxwell and President and Chief Executive Officer, Daniel L. Hefner. If the company was to lose the services of either of these individuals or other key employees or consultants before a qualified replacement could be obtained, the business could be materially affected.TOC

~~Expected~~Need ~~Volatility~~for inAdditional ~~Share Price~~Financing. ~~The~~Proceeds ~~market~~from ~~price~~notes ofpayable ~~our~~and ~~stock~~long-term ~~has~~debt ~~traded~~provided inthe aworking ~~wide~~capital ~~range.~~needs ~~From~~and ~~March~~principal 1,payments ~~2001~~on long-term debt through ~~February~~most ~~28,~~of ~~2015~~fiscal 2016. However, the ~~price~~Company ofwill ~~our~~need ~~common~~to ~~shares~~obtain ~~has~~additional ~~ranged~~financing ~~from~~in ~~$0.0008~~order to ~~$0.78~~finance ~~per~~its ~~share~~acquisition and growth strategy. ~~The~~There ~~price~~can ofbe ~~our~~no ~~common~~assurance ~~stock~~that ~~may~~debt beor ~~subject~~equity tofinancing ~~fluctuations~~will inbe ~~response~~available to ~~quarter-to-quarter~~the ~~variations~~Company inon ~~operating~~acceptable ~~results~~terms, ~~creation~~if orat ~~elimination~~all. ofIf ~~funding~~the ~~opportunities,~~Company ~~restriction~~does ofrequire ~~the~~additional ~~acquisition~~financing ~~plans,~~ and ~~favorable~~it cannot be obtained or ~~unfavorable~~the ~~coverage~~terms of such financings are unfavorable, it may have a material adverse impact on our ~~officers~~operations and ~~Company~~profitability, byand the ~~press~~Company may need to curtail its business plan and strategy.

~~ITEM~~Loss 1Bof Certain Members of Our Management Team Could Adversely Affect the Company. ~~UNRESOLVED~~The ~~STAFF~~Company ~~COMMENTS~~is dependent to a significant extent on the continued efforts, abilities and funding of our current officers and directors. If the company was to lose the services of either of these individuals or other key employees or consultants before a qualified replacement could be obtained, the business could be materially affected.

~~None~~Expected Volatility in Share Price. The market price of our stock has traded in a wide range. From March 1, 2001 through February 29, 2016 the price of our common shares has ranged from $0.0008 to $0.78 per share. The price of our common stock may be subject to fluctuations in response to quarter-to-quarter variations in operating results, creation or elimination of funding opportunities, restriction of the acquisition plans, and favorable or unfavorable coverage of our officers and Company by the press.

ITEM 21B. ~~PROPERTIES~~UNRESOLVED STAFF COMMENTS

~~International Machine and Welding, Inc~~None. owns in fee simple title a 38,000 square foot facility in Bartow, Florida, which currently serves as the principal executive offices of American Commerce Solutions. A note payable to Center State Bank, originally at $875,000 encumbers this building. As of February 28, 2015, the balance on this note is $466,167. During the year ended February 28, 2010, the Company entered into a refinancing arrangement with a financial institution to refinance the loan at 7.5% interest, with monthly principle and interest payments of $6,610 and a maturity date of April 30, 2012. The note is secured by all of Division I’s fixed assets and 1,000,000 shares of the Company’s common stock. On July 9, 2013, the Company entered into a refinancing arrangement with a financial institution to refinance the loan at 6% interest, with monthly principle and interest payments of $4,865 and a balloon payment for the remainder of the loan on the maturity date of June 24, 2016. The note is secured by all of Division I’s fixed assets. No new money was received with the effective refinancing arrangement.

ITEM 32. ~~LEGAL PROCEEDINGS~~PROPERTIES

~~None~~International Machine and Welding, Inc. owns in fee simple title a 38,000 square foot facility in Bartow, Florida, which currently serves as the principal executive offices of American Commerce Solutions. A note payable to Center State Bank, originally at $875,000 encumbers this building. As of February 29, 2016, the balance on this note is $435,308. The loan bears interest at 6%, with monthly principle and interest payments of $4,865 and a balloon payment for the remainder of the loan on the maturity date of June 24, 2016. The note is secured by all of Division 1's fixed assets.

~~ITEM~~For 4a period of not less than one year following the acquisition of Best Way, the Company's rent will be reduced to one-half its currently rate. ~~MINE~~After ~~SAFETY~~such ~~DISCLOSURES~~one-year period, the Company will have the option to renew the lease with International Machine at the same costs for an additional one-year period.

~~Not~~ITEM ~~applicable~~3. LEGAL PROCEEDINGS

7None.

~~PART~~ITEM II4. MINE SAFETY DISCLOSURES

~~ITEM~~Not 5applicable. ~~MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~MARKET~~7 ~~INFORMATION~~Back to TOC

~~Since~~PART the April 1996 closing of the Company’s initial public offering, the Company’s Common Stock has traded in the over-the-counter market on the National Association of Securities Dealers, Inc. OTC Bulletin Board System (“OTCBB”). Until January 31, 2001 the company’s common stock traded under the symbol “JDAW.” In connection with the name change, since February 10, 2001, the common stock has traded under the symbol “AACS.” The following table sets forth the range of high and low closing bid quotations of the Common Stock as reported by the OTCBB for each fiscal quarter for the past two fiscal years. High and low bid quotations reflect inter-dealer prices without adjustment for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.II

	Bid Prices
	High		Low
FISCAL 2015
First Quarter (March 1, 2014 through May 31, 2014)	$	0.0039	$	0.0021
Second Quarter (June 1, 2014 through August 31, 2014)	$	0.0027	$	0.0015
Third Quarter (September 1, 2014 through November 30, 2014)	$	0.0021	$	0.0014
Fourth Quarter (December 1, 2014 through February 28, 2015)	$	0.0043	$	0.0015
FISCAL 2014
First Quarter (March 1, 2013 through May 31, 2013)	$	0.007	$	0.0015
Second Quarter (June 1, 2013 through August 31, 2013)	$	0.0038	$	0.0012
Third Quarter (September 1, 2013 through November 30, 2013)	$	0.0044	$	0.0018
Fourth Quarter (December 1, 2013 through February 28, 2014)	$	0.0043	$	0.0021

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

OnMARKET ~~February 28, 2015 the closing bid price of the Company’s Common Stock as reported by the OTCBB was $0.0021 and there were approximately 2,000 shareholders of record.~~INFORMATION

~~DIVIDENDS~~Since the April 1996 closing of the Company's initial public offering, the Company's Common Stock has traded in the over-the-counter market on the National Association of Securities Dealers, Inc. OTC Bulletin Board System ("OTCBB"). Until January 31, 2001 the company's common stock traded under the symbol "JDAW." In connection with the name change, since February 10, 2001, the common stock has traded under the symbol "AACS." The following table sets forth the range of high and low closing bid quotations of the Common Stock as reported by the OTCBB for each fiscal quarter for the past two fiscal years. High and low bid quotations reflect inter-dealer prices without adjustment for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

The Company has never declared or paid a dividend on its Common Stock, and does not anticipate paying any cash dividends on its Common Stock in the foreseeable future. The Company expects to retain, if any, its future earnings for expansion or development of the Company’s business. The decision to pay dividends, if any, in the future is within the discretion of the Board of Directors and will depend upon the Company’s earnings, capital requirements, financial condition and other relevant factors such as contractual obligations. There can be no assurance that dividends can or will ever be paid.

	Bid Prices
	High		Low
FISCAL 2016

First Quarter (March 1, 2015 through May 31, 2015)	$	0.003	$	0.0018
Second Quarter (June 1, 2015 through August 31, 2015)	$	0.003	$	0.002
Third Quarter (September 1, 2015 through November 30, 2015)	$	0.0029	$	0.0015
Fourth Quarter (December 1, 2015 through February 29, 2016)	$	0.0033	$	0.0019

FISCAL 2015

First Quarter (March 1, 2014 through May 31, 2014)	$	0.0039	$	0.0021
Second Quarter (June 1, 2014 through August 31, 2014)	$	0.0027	$	0.0015
Third Quarter (September 1, 2014 through November 30, 2014)	$	0.0021	$	0.0014
Fourth Quarter (December 1, 2014 through February 28, 2015)	$	0.0043	$	0.0015

8On February 29, 2016 the closing bid price of the Company's Common Stock as reported by the OTCBB was $0.0023 and there were approximately 2,000 shareholders of record.

~~EQUITY~~8 ~~COMPENSATION~~Back ~~PLAN~~to ~~INFORMATION~~TOC

~~The following table provides information about our Equity Compensation Plans.~~DIVIDENDS

~~Plan~~The ~~Category~~Company ~~Number~~has ofnever ~~securities~~declared toor bepaid ~~issued~~a ~~upon~~dividend ~~exercise~~on ofits ~~outstanding~~Common ~~options~~Stock, ~~Weighted~~and ~~average~~does ~~price~~not ofanticipate ~~outstanding~~paying ~~options~~any ~~Number~~cash ofdividends ~~securities~~on ~~remaining~~its ~~available~~Common ~~for~~Stock in the foreseeable future. ~~issuance~~The ~~Non-Qualified~~Company ~~Option/Stock~~expects ~~Appreciation~~to ~~Rights~~retain, ~~Plan~~if ~~approved~~any, byits ~~security~~future ~~holders~~earnings $for —expansion $or —development $of —the ~~Employees~~Company's ~~Stock~~business. ~~Incentive~~The ~~Plan~~decision ~~approved~~to bypay ~~security~~dividends, ~~holders~~if —any, —in —the ~~Non-Employee~~future is within the discretion of the Board of Directors and ~~Consultants~~will ~~Retainer~~depend ~~Stock~~upon ~~Plan~~the ~~approved~~Company's byearnings, ~~security~~capital ~~holders~~requirements, —financial —condition —and other relevant factors such as contractual obligations. There can be no assurance that dividends can or will ever be paid.

~~RECENT~~EQUITY ~~SALES~~COMPENSATION OFPLAN ~~UNREGISTERED SECURITIES~~INFORMATION

~~None~~The following table provides information about our Equity Compensation Plans.

~~ITEM~~Plan 6.Category ~~SELECTED~~Number ~~FINANCIAL~~of ~~DATA~~securitiesto be issued uponexercise ofoutstanding options Weightedaverage priceof outstandingoptions Number ofsecuritiesremaining availablefor future issuance Non-Qualified Option/Stock Appreciation Rights Plan approved by security holders $ — $ — $ — Employees Stock Incentive Plan approved by security holders — — — Non-Employee Directors and Consultants Retainer Stock Plan approved by security holders — — —

AsRECENT aSALES ~~smaller~~OF ~~reporting~~UNREGISTERED ~~company we are not required to provide the information required by this item.~~SECURITIES

~~ITEM~~On 7.March ~~MANAGEMENT’S~~31, ~~DISCUSSION~~2016, ~~AND~~the ~~ANALYSIS~~Company OFexecuted ~~FINANCIAL~~a ~~CONDITION~~letter ~~AND~~agreement ~~RESULTS~~pursuant OFto ~~OPERATIONS~~which the Company acquired Best Way Auto & Truck Rental, Inc. as a wholly owned subsidiary from Three Sisters Trust.

~~This~~We ~~discussion~~have isagreed ~~intended~~ to ~~further~~issue ~~the~~342,709,427 ~~reader’s~~shares ~~understanding~~ of ~~the~~our ~~Company’s~~common ~~financial~~stock ~~condition~~(a ~~and~~combination ~~results~~ of ~~operations,~~treasury ~~and~~shares ~~should be read in conjunction with the Company’s consolidated financial statements~~ and ~~related~~unissued ~~notes~~shares), ~~included~~plus ~~elsewhere~~an ~~herein.~~additional ~~This~~number ~~discussion~~of ~~also~~shares ~~contains~~to ~~forward-looking~~be ~~statements.~~determined ~~The~~to ~~Company’s~~provide ~~actual~~Three ~~results~~Sisters ~~could~~Trust ~~differ~~with ~~materially~~not ~~from~~less ~~those~~than ~~anticipated~~51% ~~in these forward-looking statements as a result~~ of the ~~risks~~issued and ~~uncertainties~~outstanding ~~set~~shares ~~forth~~of ~~elsewhere~~our incommon ~~this~~stock; ~~Annual~~provided ~~Report~~that ~~and in~~ the ~~Company’s~~shares ~~other SEC filings. Readers are cautioned not~~ to ~~place~~be ~~undue~~issued ~~reliance~~will onresult ~~any~~in ~~forward-looking~~the ~~statements,~~issue ~~which speak only as~~ of ~~the~~our ~~date~~entire ~~hereof.~~authorized ~~The Company is not party to any transactions that would be considered “off balance sheet” pursuant to disclosure requirements under ITEM 303(c)~~shares.

~~RESULTS~~ITEM OF6. ~~OPERATIONS~~SELECTED FINANCIAL DATA

~~MANUFACTURING~~As a smaller reporting company we are not required to provide the information required by this item.

~~The~~9 ~~manufacturing~~Back ~~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. The Company does not have discrete financial information on each of the three manufacturing divisions, nor does the Company make decisions on the divisions separately; therefore they are not reported as segments.TOC

9ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~FISCAL~~This ~~YEAR~~discussion ~~2015~~is ~~COMPARED~~intended TOto ~~FISCAL~~further ~~YEAR~~the ~~2014~~reader's understanding of the Company's financial condition and results of operations, and should be read in conjunction with the Company's consolidated financial statements and related notes included elsewhere herein. This discussion also contains forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risks and uncertainties set forth elsewhere in this Annual Report and in the Company's other SEC filings. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company is not party to any transactions that would be considered "off balance sheet" pursuant to disclosure requirements under ITEM 303(c).

~~General~~Trends and Uncertainties

The Company’s ~~consolidated~~currently ~~net~~has ~~sales~~minimal ~~decreased~~revenues toin $2Best Way,~~239,355~~ ~~for~~and has ceased operations of International Machine which represents the ~~fiscal~~operations ~~year~~discussed ~~ended~~below ~~February~~and ~~28,~~is ~~2015,~~investigating potential businesses and companies for acquisition to create and/or acquire a ~~decrease~~sustainable ofbusiness. ~~$426,483~~Our ability to generate revenues in Best Way and acquire or ~~16%,~~create ~~from~~a ~~$2,665,838~~sustainable ~~for~~business ~~the~~may ~~fiscal~~be ~~year~~adversely ~~ended~~affected ~~February~~by 28our current financial conditions, ~~2014.~~availability ~~Management~~of ~~believes~~capital ~~the~~and/ ~~decrease~~or isloans, ~~due~~general toeconomic ~~changes~~conditions which can be cyclical in ~~the~~nature ~~construction~~along ~~industry~~with asprolonged ~~machines~~recessionary ~~are~~periods, ~~between~~and ~~their~~other ~~life~~economic ~~cycles~~and political situations.

~~Gross~~The ~~profit~~Company ~~for~~has ~~the~~generated ~~consolidated~~recurring losses and cash flow deficits from its operations ~~decreased~~since inception and has had to ~~$1,161,982~~continually ~~for~~borrow to continue operations. These matters raise substantial doubt about the ~~fiscal~~Company's ~~year~~ability ~~ended~~to ~~February~~continue 28as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, ~~2015~~obtain additional financing and/or generate positive cash flows from $1operations. As further described in "Liquidity and Capital Resources",~~400~~ management believes that it will be successful in obtaining additional financing,~~677~~ ~~for~~from which the ~~fiscal~~proceeds ~~year~~will ~~ended~~be ~~February~~primarily ~~28,~~used ~~2014~~to execute its new operating plans. ~~Gross~~The ~~profit~~Company asplans to use its available cash and new financing to develop and execute its new business plan and hopefully create and maintain a ~~percentage~~self-sustaining ofbusiness. However, ~~sales~~the ~~decreased~~Company can give no assurances that it will be successful in ~~fiscal~~achieving ~~year~~its ~~2015~~plans or if financing will be available or, if available, on terms acceptable to ~~52%~~the ~~from~~Company, ~~53%~~or at all. Should the Company not be successful in ~~fiscal~~obtaining ~~year~~the ~~ended~~necessary ~~2014~~financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activities.

~~Consolidated~~There ~~interest~~are ~~expense~~no intrends, ~~fiscal~~events ~~2015~~or ~~was~~uncertainties ~~$90,360~~that ~~compared~~have tohad ~~$115,051~~or inare ~~fiscal~~reasonably ~~2014.~~expected ~~The~~to ~~decrease~~have ina ~~interest~~material ~~expense~~impact ison ~~due~~the tonet ~~the~~sales ~~Company~~or ~~reducing~~revenues ~~the~~or ~~overall~~income ~~debt~~from ~~during~~continuing ~~the~~operations. ~~year,~~There ~~negotiating~~are ~~lower~~no ~~interest~~significant ~~rates~~elements ~~and~~of ~~making~~income ~~payments~~or onloss ~~time.~~that ~~Additionally~~do ~~during~~not ~~the~~arise ~~year~~from ~~debt~~our ~~due~~continuing tooperations ~~officers~~except ~~and~~for ~~other~~the ~~related~~fair ~~parties~~value ~~were~~change ~~consolidated~~on ~~and~~derivative ~~converted~~financial toinstruments ~~common~~and ~~stock~~settlement on arbitration.

~~Consolidated~~RESULTS ~~interest~~OF ~~income in fiscal 2015 was $24,354 compared to $17,038 in fiscal 2014. The increase in interest income is primarily due to the increase in the principal balance of the note receivable in 2015.~~OPERATIONS

Selling, general and administrative expenses increased to $1,323,681 for fiscal 2015 from $1,454,720 for fiscal 2014, a decrease of $131,039 or 9%. The decrease was due to a decrease in legal expenses and loan costs.MANUFACTURING

The ~~Company~~soon ~~incurred~~to abe ~~consolidated~~divested ~~net~~manufacturing ~~loss~~subsidiary, ofInternational ~~$130~~Machine,~~125~~ ~~for~~generates its revenues from three divisions. On May 27, 2016, the ~~year~~Company ~~ended~~ceased ~~February~~operations 28of International Machine and sold substantially all of its assts, ~~2015~~including ~~compared~~real estate and certain machines. Division 1 provides specialized machining and repair services to ~~$169,061~~heavy ~~net~~industry ~~loss~~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 ~~year~~customer. ~~ended~~The ~~February~~primary ~~28,~~market ~~2014~~of this segment is the majority of central and south Florida with parts sales expanding its market internationally. The ~~decrease~~Company indoes not have discrete financial information on each of the ~~net~~three ~~loss~~manufacturing isdivisions, ~~primarily~~nor ~~due~~does tothe Company make decisions on the ~~decrease~~divisions inseparately; ~~interest~~therefore ~~expense~~they are not reported as segments.

~~Manufacturing~~FISCAL YEAR 2016 COMPARED TO FISCAL YEAR 2015

The manufacturing operation, International Machine and Welding, Inc. provided net sales of $2,239,355 for the fiscal year ended February 28, 2015 compared to $2,665,838 for the fiscal year ended February 28, 2014. The machining operations provided $734,335 or 33% of net sales with parts and service providing $1,505,020 or 67% of net sales for the fiscal year ended February 28, 2015 as compared to machining operations contributing $828,704 or 31% of net sales with parts and service providing $1,837,134 or 69% of net sales for the fiscal year ended February 28, 2014.General

~~Gross~~The ~~profit~~Company's ~~from~~consolidated ~~International~~net ~~Machine~~sales ~~and~~decreased ~~Welding~~to $2,053,256 ~~Inc.~~for ~~was~~the fiscal year ended February 29, 2016, a decrease of $1186,~~161~~099 or 8%,~~982~~ from $2,239,355 for the fiscal year ended February 28, 2015. ~~compared~~Management believes the decrease is due to ~~$1,400,677~~changes in ~~fiscal~~the ~~2014~~construction ~~providing~~industry ~~gross~~as ~~profit~~machines ~~margins~~are ofbetween ~~52%~~their ~~and~~life ~~53%, respectively~~cycles.

~~Selling,~~Gross ~~general~~profit ~~and administrative expenses~~ for ~~International~~the ~~Machine~~consolidated ~~and~~operations ~~Welding,~~decreased ~~Inc.~~to ~~were~~ $~~969~~1,~~812~~052,873 for the fiscal year ended February 2829, ~~2015~~2016 ~~compared~~from to $1,~~038~~161,~~189~~982 for the fiscal year ended February 28, ~~2014~~2015. ~~The~~Gross ~~decrease~~profit ofas ~~$68,377~~a orpercentage ~~6.5%~~of issales ~~primarily~~decreased ~~due~~in tofiscal ayear ~~reduction~~2016 ofto ~~outside~~51% ~~services,~~from ~~tools,~~52% ~~legal~~in ~~expenses~~fiscal ~~and~~year ~~utilities~~ended 2015.

~~Interest~~Selling, ~~expense~~general ~~for International Machine~~ and ~~Welding,~~administrative ~~Inc.~~expenses ~~was~~decreased to $631,~~031~~307,875 for ~~the~~ fiscal ~~year~~2016 ~~ended~~from ~~February 28, 2015 compared to~~ $671,~~580~~323,467 for ~~the~~ fiscal ~~year ended February 28~~2015, ~~2014.~~a ~~The~~ decrease inof ~~interest~~$15,592 ~~expense~~or ~~is due to the Company reducing the overall debt~~2%.

10 Back to TOC

~~LIQUIDITY~~Consolidated ~~AND~~interest ~~CAPITAL~~expense ~~RESOURCES~~in fiscal 2016 was $81,210 compared to $90,360 in fiscal 2015. The decrease in interest expense is due to the Company reducing the overall debt during the year.

~~During~~Consolidated ~~the~~interest ~~fiscal~~income ~~years~~in ~~ended~~fiscal ~~February~~2016 ~~28,~~was ~~2015 and 2014~~$30,706 ~~the~~compared ~~Company~~to ~~provided (used) net cash for operating activities of (~~$4624,~~803)~~354 ~~and~~in ~~$11,454,~~fiscal ~~respectively~~2015. The increase in ~~cash~~interest ~~from~~income ~~operating activities~~ is ~~mainly~~primarily due to the ~~gain~~increase onin the ~~forgiveness~~principal balance of ~~debt~~the ~~recognized~~note receivable in ~~for year 2013~~2016.

~~During~~The ~~the~~Company ~~years~~incurred ~~ended~~a ~~February~~consolidated ~~28,~~net ~~2015~~loss ~~and~~of ~~2014~~$244,513 for the ~~Company~~year ~~used~~ended ~~funds~~February ~~for~~29, ~~investing~~2016 ~~activities~~compared ofto $~~115~~184,~~217~~911 ~~and~~net ~~$66~~loss for the year ended February 28,~~932,~~ ~~respectively~~2015. ~~This~~The increase in ~~cash~~the ~~used~~net byloss ~~investing activities~~ is ~~mainly~~primarily due to the ~~increase~~decrease in ~~other receivables~~ sales.

During the years ended February 28, 2015 and 2014, the Company provided cash from financing activities of $198,986 and $41,458, respectively. The increase in net cash provided by financing activities is due to the increase in the amounts due from stockholders.Manufacturing

~~Cash~~The ~~flows~~manufacturing ~~from~~operation, ~~financing~~International ~~activities~~Machine ~~provided for working capital needs~~ and ~~principal~~Welding, ~~payments~~Inc. onprovided ~~long-term~~net ~~debt~~sales ~~through~~of ~~fiscal~~$2,053,256 ~~2015.~~for To the ~~extent~~fiscal ~~that~~year ~~the~~ended ~~cash~~February ~~flows~~29, ~~from~~2016 ~~financing~~compared ~~activities are insufficient~~ to ~~finance the Company’s anticipated growth~~$2,239,355 orfor ~~its~~the ~~other~~fiscal ~~liquidity~~year ~~and~~ended ~~capital~~February ~~requirements during the next twelve months~~28, ~~the~~2015. ~~Company~~The ~~will~~machining ~~seek~~operations ~~additional~~provided ~~financing~~$771,165 ~~from~~or ~~alternative~~38% ~~sources~~of ~~including~~net ~~bank~~sales ~~loans~~with orparts ~~other~~and ~~bank~~service ~~financing~~providing ~~arrangements~~$1, ~~other debt financing~~282,091 ~~the~~or ~~sale~~62% of ~~equity~~net ~~securities~~sales ~~(including~~for ~~those issuable pursuant to~~ the ~~exercise~~fiscal ofyear ~~outstanding~~ended ~~warrants~~February ~~and options)~~29, or2016 ~~other~~as ~~financing~~compared ~~arrangements.~~to ~~However,~~machining ~~there~~operations ~~can~~contributing be$734,335 noor ~~assurance~~33% ~~that~~of ~~any~~net ~~such~~sales ~~financing~~with ~~will~~parts ~~be available~~ and, ifservice ~~available~~providing $1,505,020 ~~that~~or it67% ~~will~~of benet ~~available~~sales onfor ~~terms~~the ~~favorable~~fiscal oryear ~~acceptable~~ended toFebruary ~~the~~28, ~~Company~~2015.

~~Although~~Gross ~~management~~profit ~~has~~from ~~reduced~~International ~~debt,~~Machine ~~new financing to finance operations~~ and toWelding, ~~facilitate additional production is still being sought~~Inc. ~~However~~was $1,052,873 ~~there~~for ~~can~~the befiscal noyear ~~assurance~~ended ~~that~~February ~~the~~29, ~~Company~~2016 ~~will~~compared ~~be able~~ to ~~raise capital~~$1, ~~obtain debt financing~~161,982 orin ~~improve~~fiscal ~~operating~~2015 ~~results~~providing ~~sufficiently~~gross toprofit ~~continue~~margins asof a51% ~~going~~and ~~concern~~52%, respectively.

WeSelling, ~~have~~general noand ~~known~~administrative ~~demands~~expenses orfor ~~commitments~~International Machine and ~~are~~Welding, ~~not~~Inc. ~~aware~~were of$993,506 ~~any~~for ~~events~~the orfiscal ~~uncertainties~~year asended ofFebruary 29, 2016 compared to $969,598 for the fiscal year ended February 28, 2015,. ~~that~~The ~~will~~increase ~~result~~of in$23,908 or ~~that~~2.5% ~~are~~is ~~reasonably~~primarily ~~likely~~due to ~~materially~~an increase orof ~~decrease~~worker's ~~our~~compensation ~~current~~insurance ~~liquidity~~and legal expenses.

~~Capital~~Interest ~~Resources~~expense for International Machine and Welding, Inc. was $56,255 for the fiscal year ended February 29, 2016 compared to $63,031 for the fiscal year ended February 28, 2015. The decrease in interest expense is due to the Company reducing the overall debt.

WeLIQUIDITY ~~had~~AND noCAPITAL ~~material commitments for capital expenditures as of February 28, 2015 and 2014.~~RESOURCES

~~SEASONALITY~~During the fiscal years ended February 29, 2016 and February 28, 2015, the Company used net cash for operating activities of ($30,897) and ($26,648), respectively. The decrease in cash from operating activities is mainly due to the decrease in inventory, net of the increase in accounts receivable for year 2016.

~~The~~During ~~diversity of operations in~~ the ~~manufacturing~~years ~~segment~~ended ~~protects~~February it29, ~~from~~2016 ~~seasonal~~and ~~trends~~February ~~except~~28, in2015, the ~~sales~~Company ofused ~~agricultural~~funds ~~processing~~for ~~where~~investing ~~the~~activities ~~majority~~ of ~~the~~$114,469 ~~revenue~~and is$139,600, ~~generated while the processors await the next harvest~~respectively.

11During the years ended February 29, 2016 and February 28, 2015, the Company provided cash from financing activities of $137,039 and $203,214, respectively. The decrease in net cash provided by financing activities is due to the decrease in the proceeds from notes payable.

~~CRITICAL~~Cash ~~ACCOUNTING~~flows ~~POLICIES~~from ~~AND~~financing ~~ESTIMATES~~activities provided for working capital needs and principal payments on long-term debt through fiscal 2016. 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.

WeAlthough ~~prepare~~management ~~our~~has ~~financial~~reduced ~~statements in conformity with Generally Accepted Accounting Principles~~debt, ~~which~~new ~~requires~~financing ~~management~~ to ~~make~~finance ~~certain~~operations ~~estimates~~ and ~~assumptions~~to ~~and~~facilitate ~~apply~~additional ~~judgments.~~production Weis ~~base~~still ~~our~~being ~~estimates~~sought. ~~and judgments on historical experience~~However, ~~current~~there ~~trends~~can ~~and~~be ~~other~~no ~~factors~~assurance that ~~management believes to be important at~~ the ~~time~~Company ~~the~~will ~~financial statements are prepared and actual results could differ from our estimates and such differences could~~ be ~~material.~~able Weto ~~have~~raise ~~identified~~capital, ~~below~~obtain ~~the~~debt ~~critical~~financing, ~~accounting~~or ~~policies~~improve ~~which~~operating ~~are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position,~~ results ofsufficiently ~~operations and cash flows. Due~~ to ~~the~~continue ~~need~~as ~~to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On~~ a ~~regular~~going ~~basis, we review our critical accounting policies and how they are applied in the preparation our financial statements~~concern.

We ~~believe~~have ~~that~~no ~~the~~known ~~following~~demands ~~critical~~or ~~policies~~commitments ~~affect~~and ~~our~~are ~~more~~not ~~significant~~aware ~~judgments~~of ~~and~~any ~~estimates~~events ~~used~~or inuncertainties ~~preparation~~as of ~~our~~February ~~consolidated~~29, ~~financial~~2016, ~~statements~~that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

~~Use~~Credit OfLines ~~Estimates~~for - The preparation of 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 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Subsidiary

~~Long-lived~~On ~~Assets.~~April ~~Long-lived~~13, ~~assets such as property~~2016, ~~equipment~~Best ~~and~~Way ~~identifiable~~Auto ~~intangibles are reviewed for impairment whenever facts~~ and ~~circumstances~~Truck ~~indicate~~Rental, ~~that the carrying value may not be recoverable~~Inc., ~~When~~was ~~required~~approved ~~impairment~~for ~~losses~~a oncredit ~~assets~~line ~~to be held and used are recognized based on the fair value~~ of ~~the asset~~$1.6 ~~The~~million ~~fair~~from ~~value~~Fleet isWay ~~determined~~Leasing ~~based~~Company onin ~~estimates of future cash flows~~Feasterville, ~~market~~PA ~~value~~for ~~of similar assets, if available, or independent appraisals, if required. If~~ the ~~carrying~~purchase ~~amount~~ of ~~the~~70 ~~long-lived~~new ~~asset~~vehicles ~~is not recoverable from its undiscounted cash flows, an impairment loss is recognized~~ for the ~~difference~~Company's ~~between~~rental ~~the~~fleet. ~~carrying~~This ~~amount~~line ~~and fair value~~ of ~~the~~credit ~~asset.~~is ~~When~~based ~~fair~~on ~~values~~a ~~are~~24-month ~~not~~term. ~~available,~~Negotiations ~~the~~continue ~~Company~~to ~~estimates~~increase ~~fair value using~~ the ~~expected~~line ~~future~~to ~~cash~~$3.5 ~~flows~~million ~~discounted~~to atfinance a ~~rate~~total ~~commensurate with the risk associated with the recovery~~ of ~~the~~145 ~~assets~~vehicles. ~~We did not recognize any impairment losses for any periods presented.~~

~~NEW~~On ~~ACCOUNTING~~April ~~PRONOUNCEMENTS~~27, 2016, Best Way Auto and Truck Rental, Inc., has received an additional $5 million credit line from Fleet Way Leasing Company in Feasterville, PA for use in purchasing an additional 180 vehicles for their new locations, which are scheduled to open in May.

~~Except~~11 ~~for~~Back rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to ~~the Company.~~TOC

WeCapital have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periodsResources. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

~~ITEM~~We ~~7A.~~had ~~QUANTITATIVE~~no ~~AND~~material ~~QUALITATIVE~~commitments ~~DISCLOSURES~~for ~~ABOUT~~capital ~~MARKET~~expenditures ~~RISK~~as of February 29, 2016 and February 28, 2015.

~~As a smaller reporting company we are not required to provide the information required by this item.~~SEASONALITY

12The diversity of operations in the manufacturing segment protects it from seasonal trends except in the sales of agricultural processing where the majority of the revenue is generated while the processors await the next harvest.

~~ITEM~~CRITICAL 8.ACCOUNTING ~~CONSOLIDATED~~POLICIES ~~FINANCIAL~~AND ~~STATEMENTS~~ESTIMATES

~~Consolidated~~We ~~Financial~~prepare ~~Statements~~our financial statements in conformity with Generally Accepted Accounting Principles, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

~~American~~We ~~Commerce~~believe ~~Solutions,~~that ~~Inc.~~the following critical policies affect our more significant judgments and ~~Subsidiary~~estimates used in preparation of our consolidated financial statements.

AsUse Of Estimates - The preparation of ~~February~~financial ~~28,~~statements ~~2015~~in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~2014~~assumptions that affect the reported amounts of assets and ~~for~~liabilities and disclosure of contingent assets and liabilities at the ~~Years~~date ~~Then~~of ~~Ended~~the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Report~~Long-lived Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of ~~Independent~~the ~~Registered~~asset. ~~Public~~The ~~Accounting~~fair ~~Firm~~value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

~~Contents~~NEW ACCOUNTING PRONOUNCEMENTS

Report of Independent Registered Public Accounting Firm			F-1
Consolidated Financial Statements:
Consolidated Balance Sheets			F-2
Consolidated Statements of Operations			F-3
Consolidated Statements of Changes in Stockholders’ Equity			F-4
Consolidated Statements of Cash Flows			F-5
Notes to Consolidated Financial Statements			F-6

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

13We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

~~Messineo~~ITEM ~~& Co~~7A., ~~CPAs~~QUANTITATIVE ~~LLC~~AND ~~2471~~QUALITATIVE NDISCLOSURES ~~McMullen~~ABOUT ~~Booth~~MARKET ~~Road, Suite 302 Clearwater, FL 33759-1362 T: (518) 530-1122 F: (727) 674-0511~~RISK

~~Report~~As ofa ~~Independent~~smaller ~~Registered~~reporting ~~Public~~company ~~Accounting~~we ~~Firm~~are not required to provide the information required by this item.

To12 ~~the~~Back ~~Board~~to ~~of Directors and Shareholders~~ TOC

~~American~~ITEM ~~Commerce Solutions, Inc~~8. ~~and~~CONSOLIDATED ~~Subsidiary~~ FINANCIAL STATEMENTS

~~Bartow,~~Consolidated ~~Florida~~Financial Statements

~~We have audited the accompanying consolidated balance sheets of~~ American Commerce Solutions, Inc. ~~as of February 28, 2015~~ and 2014 and the related consolidated statements of operations, consolidated stockholders' equity and consolidated cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.Subsidiary

WeAs ~~conducted our audits in accordance with the standards~~ of ~~the~~February ~~Public~~29, ~~Company~~2016 ~~Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~February ~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have~~28, ~~nor~~2015 ~~were~~and ~~we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis~~ for ~~designing audit procedures that are appropriate in~~ the ~~circumstances,~~Years ~~but~~Then not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.Ended

InReport ~~our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position~~ of ~~American~~Independent ~~Commerce~~Registered ~~Solutions,~~Public ~~Inc.~~Accounting and Subsidiary as of February 28, 2015 and 2014 and the results of its consolidated operations and its consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.Firm

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses resulting in an accumulated deficit and is in default of several notes payable. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Contents

Messineo & Co., CPAs LLC

Report of Independent Registered Public Accounting Firm			F-2

Consolidated Financial Statements:

Consolidated Balance Sheets			F-3
Consolidated Statements of Operations and Comprehensive Income (Loss)			F-4
Consolidated Statements of Changes in Stockholders' Equity			F-5
Consolidated Statements of Cash Flows			F-6
Notes to Consolidated Financial Statements			F-7 - F-19

~~Clearwater,~~F-1 ~~Florida~~ Back to TOC

~~June~~STEVENSON 4& COMPANY CPAS LLCA PCAOB Registered Accounting Firm 12421 N Florida Ave.Suite.113 Tampa, ~~2015~~FL 33612 (813)443-0619

~~F-1~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~AMERICAN~~The ~~COMMERCE~~Board ~~SOLUTIONS,~~of ~~INC.~~Directors ~~AND~~and ~~SUBSIDIARY~~ Stockholders

~~CONSOLIDATED~~American ~~BALANCE~~Commerce ~~SHEETS~~Solutions, Inc.

				FEBRUARY 28,			FEBRUARY 28,
				2015			2014
ASSETS
	CURRENT ASSETS:
		Cash		$	44,697		$	7,731
		Accounts receivable, net of allowance of $0 and $481, respectively			97,279			83,152
		Accounts receivable, factored			14,617			19,190
		Inventories			288,441			319,348
		Note receivable, related party			1,009,792			1,009,792
		Due from related party			491,807			485,107
		Other receivables, including related party receivables of $183,263 and $183,263, respectively			317,881			269,169
		Prepaid expenses			-			3,082
			Total Current Assets		2,264,514			2,196,571
		Property and equipment, net of accumulated depreciation of $2,976,631 and $2,821,551, respectively			2,518,990			2,655,230
	OTHER ASSETS:
		Other assets			4,364			4,578
		Investment, available for sale			55,000			-
			Total Other Assets		59,364			4,578
	TOTAL ASSETS			$	4,842,868		$	4,856,379
LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES:
		Accounts payable, including related party payables of $645 and $13,500, respectively		$	76,157		$	122,383
		Accrued expenses, including related party balances of $20,276 and $28,024, respectively			44,018			62,655
		Accrued interest, including related party balances of $48,692 and $35,449, respectively			344,413			308,849
		Current portion of notes payable			248,251			246,460
			Total Current Liabilities		712,839			740,347
	LONG-TERM LIABILITIES:
		Notes payable, net of current portion			434,904			391,969
		Notes payable, related party, net of current portion			373,024			465,737
		Due to stockholders			1,601,910			1,669,510
			Total Long-Term Liabilities		2,409,838			2,527,216
		Total Liabilities			3,122,677			3,267,563
	STOCKHOLDERS' EQUITY
	Preferred stock; $0; 5,000,000 shares authorized:
		Series A; cumulative and convertible; $0.001 par value; 600 shares authorized 102 shares issued and outstanding; liquidating preference $376,125			-			-
		Series B; cumulative and convertible; $0.001 par value; 3,950 shares authorized 3,944 shares issued and outstanding; liquidating preference $3,944,617			3			3
	Common stock, $0.002 par value; 1,500,000 shares authorized; 1,157,812,573 and 1,036,243,946 shares issued and 1,157,290,573 and 1,035,721,946 shares outstanding, respectively				2,315,626			2,072,489
	Additional paid-in capital				19,084,073			19,017,210
	Stock subscription receivable				(10,000	)		(10,000	)
	Accumulated other comprehensive loss				(48,500	)		-
	Accumulated deficit				(19,355,485	)		(19,225,360	)
					1,985,717			1,854,342
	Treasury stock at cost; 522,000 shares of common stock				(265,526	)		(265,526	)
		Total Stockholders' Equity			1,720,191			1,588,816
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	4,842,868		$	4,856,379

We have audited the accompanying balance sheets of American Commerce Solutions, Inc. as of February 29, 2016 and February 28, 2015, and the related statements of operations and comprehensive income, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~accompanying~~Company ~~notes~~is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an ~~integral~~opinion ~~part~~on the effectiveness of the ~~consolidated~~Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~F-2~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Commerce Solutions, Inc. as of February 29, 2016 and February 28, 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~AMERICAN~~The ~~COMMERCE~~accompanying ~~SOLUTIONS~~financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, ~~INC~~the Company has recurring losses resulting in an accumulated deficit and is in default on several notes payable. ~~AND~~These ~~SUBSIDIARY~~conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~CONSOLIDATED~~/s/ ~~STATEMENTS~~Stevenson OF& ~~OPERATIONS~~Company CPAS LLC

			For the Year Ended February 28,
			2015			2014
REVENUE:
	Net sales		$	2,239,355		$	2,665,838
				2,239,355			2,665,838
COST OF GOODS SOLD				1,077,373			1,265,161
GROSS MARGIN				1,161,982			1,400,677
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				1,323,681			1,454,720
LOSS FROM OPERATIONS				(161,699	)		(54,043	)
OTHER INCOME (EXPENSE)
	Gain on extinguishment of debt			13,500			-
	Other income (expense)			84,080			(17,005	)
	Interest expense			(90,360	)		(115,051	)
	Interest income			24,354			17,038
		TOTAL OTHER EXPENSE (INCOME)		31,574			(115,018	)
NET LOSS			$	(130,125	)	$	(169,061	)
	Unrealized loss on fair value of investment			(48,500	)		-
COMPREHENSIVE LOSS			$	(178,625	)	$	(169,061	)
NET (LOSS) INCOME PER COMMON SHARE, BASIC AND DILUTED			$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED				1,144,967,178			748,873,964

Stevenson & Company CPAS LLC

~~The~~Tampa, ~~accompanying notes are an integral part of the consolidated financial statements~~Florida

~~F-3~~June 15, 2016

~~AMERICAN~~F-2 ~~COMMERCE~~Back ~~SOLUTIONS,~~to ~~INC. AND SUBSIDIARY~~TOC

~~CONSOLIDATED~~AMERICAN ~~STATEMENTS~~COMMERCE OFSOLUTIONS, ~~STOCKHOLDERS'~~INC. ~~EQUITY~~AND SUBSIDIARY

															Accumulated
									Additional			Stock			Other									Total
	Preferred Stock				Common Stock				Paid-In			Subscription			Comprehensive			Accumulated			Treasury			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Receivable			Income			Deficit			Stock			Deficit
Balance, February 29, 2012		3,944	$	3		331,896,576	$	663,794	$	19,154,164		$	(10,000	)	$	-		$	(19,050,508	)	$	(265,526	)	$	491,927
Common shares issued for deferred compensation		-		-		313,725,490		627,451		(227,451	)		-			-			-			-			400,000
Common shares issued for guaranty		-		-		18,000,000		36,000		(18,000	)		-			-			-			-			18,000
Net loss		-		-		-		-		-			-			-			(5,791	)		-			(5,791	)
Balance, February 28, 2013		3,944	$	3		663,622,066	$	1,327,245	$	18,908,713		$	(10,000	)	$	-		$	(19,056,299	)	$	(265,526	)	$	904,136
Issuance of shares of common stock for deposit on acquisition		-		-		10,000,000		20,000		1,000			-			-			-			-			21,000
Capital contribution from shareholder		-		-		-		-		21,000			-			-			-			-			21,000
Issuance of shares of common stock in conversion of debt		-		-		362,621,880		725,244		86,497			-			-			-			-			811,741
Net loss		-		-		-		-		-			-			-			(169,061	)		-			(169,061	)
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

CONSOLIDATED BALANCE SHEETS

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

FEBRUARY 29,

FEBRUARY 28,

2016

2015

ASSETS

CURRENT ASSETS:

Cash

$ 36,370

$ 44,697

Accounts receivable

165,004

101,507

Accounts receivable, factored

-

10,389

Inventories

191,147

288,441

Note receivable, related party

1,009,792

1,009,792

Due from related parties

893,714

803,585

Other receivables

7,039

6,103

Prepaid expenses

10,193

-

Total Current Assets

2,313,259

2,264,514

Property and equipment, net of accumulated depreciation of $3,135,344 and $2,976,631, respectively

2,380,718

2,518,990

OTHER ASSETS:

Investment in equity securities, available for sale

65,300

59,364

Total Other Assets

65,300

59,364

TOTAL ASSETS

$ 4,759,277

$ 4,842,868

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable, including related party payables of $12,404 and $645, respectively

$ 101,013

$ 76,157

Accrued expenses, including related party balances of $4,044 and $10,000, respectively

72,059

44,018

Accrued interest, including related party balances of $2,321 and $48,692, respectively

319,852

344,413

Current portion of notes payable

652,296

248,251

Total Current Liabilities

1,145,220

712,839

LONG-TERM LIABILITIES:

Notes payable, net of current portion

-

434,904

Notes payable, related party, net of current portion

298,634

373,024

Due to stockholders

1,833,809

1,601,910

Total Long-Term Liabilities

2,132,443

2,409,838

Total Liabilities

3,277,663

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

19,063,073

19,063,073

Stock subscription receivable

(10,000 )

(10,000 )
Accumulated other comprehensive income

33,222

27,286

Accumulated deficit

(19,654,784 )

(19,410,271 )

1,747,140

1,985,717

Treasury stock at cost; 522,000 shares of common stock

(265,526 )

(265,526 )
Total Stockholders' Equity

1,481,614

1,720,191

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 4,759,277

$ 4,842,868

~~F-4~~The accompanying notes are an integral part of the consolidated financial statements.

~~AMERICAN~~F-3 ~~COMMERCE~~Back ~~SOLUTIONS,~~to ~~INC. AND SUBSIDIARY~~TOC

~~CONSOLIDATED~~AMERICAN ~~STATEMENTS~~COMMERCE OFSOLUTIONS, ~~CASH~~INC. ~~FLOWS~~AND SUBSIDIARY

				For the Years Ended February 28,
				2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(130,125	)	$	(169,061	)
	Adjustments to reconcile net loss to net cash and cash equivalents
		used by operating activities:
			Depreciation		195,475			197,296
			Amortization of loan costs		3,082			23,769
			Investment received for services		(82,500	)		-
			Gain on extinguishment of debt and liability		(13,500	)		-
			Unrealized loss on investment in common stock		(21,000	)
			Loss on disposal of equipment		570			-
		(Increase) decrease in:
			Accounts receivable		(14,127	)		61,596
			Inventories		30,907			(40,754	)
			Other assets		214			50,686
		Increase (decrease) in:
			Accounts payable and accrued expenses		(15,799	)		(112,078	)
	Net cash (used) provided by operating activities				(46,803	)		11,454
CASH FLOWS FROM INVESTING ACTIVITIES:
	(Increase) decrease in other receivables				(55,412	)		9,766
	Acquisition of property and equipment				(59,805	)		(76,698	)
	Net cash used by investing activities				(115,217	)		(66,932	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Decrease (increase) in due from factor				4,573			(5,136	)
	Proceeds from notes payable and long-term debt				291,848			449,689
	Principal payments on notes payable				(329,835	)		(235,495	)
	Increase (decrease) in due to stockholders				232,400			(167,600	)
	Net cash provided by financing activities				198,986			41,458
Net increase (decrease) in cash and cash equivalents					36,966			(14,020	)
Cash and cash equivalents, beginning of period					7,731			21,751
Cash and cash equivalents, end of period				$	44,697		$	7,731
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest			$	51,714		$	42,909
NON-CASH FINANCING AND INVESTING ACTIVITIES:
	Conversion of liability to equity			$	300,000		$	-
	Conversion of debt to equity			$	10,000		$	811,741
	Common stock issued for a deposit			$	-		$	21,000
	Capital contribution from shareholder			$	-		$	21,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

	For the Year Ended			For the Year Ended
	February 29,			February 28,
	2016			2015

REVENUE:
Net sales	$	2,053,256		$	2,239,355
		2,053,256			2,239,355

COST OF GOODS SOLD		1,000,383			1,077,373

GROSS MARGIN		1,052,873			1,161,982

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		1,307,875			1,323,467

LOSS FROM OPERATIONS		(255,002	)		(161,485	)

OTHER INCOME (EXPENSE)
Gain on extinguishment of debt		56,051			13,500
Other income (expense)		4,942			29,080
Interest expense		(81,210	)		(90,360	)
Interest income		30,706			24,354
TOTAL OTHER EXPENSE (INCOME)		10,489			(23,426	)

NET LOSS	$	(244,513	)	$	(184,911	)

OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized gain on fair value of investment		5,936			27,286

COMPREHENSIVE LOSS	$	(238,577	)	$	(157,625	)

NET (LOSS) INCOME PER COMMON SHARE, BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		1,157,812,573			1,145,789,302

~~F-5~~The accompanying notes are an integral part of the consolidated financial statements

~~AMERICAN~~F-4 ~~COMMERCE~~Back ~~SOLUTIONS,~~to ~~INC. AND SUBSIDIARY~~TOC

~~NOTES~~AMERICAN TOCOMMERCE ~~CONSOLIDATED~~SOLUTIONS, ~~FINANCIAL~~INC. ~~STATEMENTS~~ AND SUBSIDIARY

ASCONSOLIDATED STATEMENTS OF ~~FEBRUARY~~STOCKHOLDERS' ~~28, 2015 AND 2014 AND FOR THE YEARS THEN ENDED~~EQUITY

Additional Stock Accumulated 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 Unrealized ~~BACKGROUND~~gain ~~INFORMATION~~on investment - - - - - - 27,286 - - 27,286 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 Reverse capital contribution - - - - (21,000) - - - - (21,000) Net loss - - - - - - - (184,911) - (184,911) Balance, February 28, 2015 3,944 $3 1,157,812,573 $2,315,626 $19,063,073 $(10,000) 27,286 $(19,410,271)$(265,526)$1,720,191 Unrealized gain on investment - - - - - - 5,936 - - 5,936 Net loss - - - - - - - (244,513) - (244,513) Balance, February 29, 2016 3,944 $3 1,157,812,573 $2,315,626 $19,063,073 $(10,000)$33,222 $(19,654,784)$(265,526)$1,481,614

~~American~~The ~~Commerce~~accompanying ~~Solutions,~~notes ~~Inc.,~~are ~~located~~an ~~and~~integral ~~operating~~part 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”).~~consolidated Infinancial ~~August 2012, the Company was reincorporated in Florida.~~statements

~~The~~F-5 ~~Company~~Back isto primarily a holding company with a wholly owned subsidiary; International Machine and Welding, Inc. which is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment.TOC

2AMERICAN COMMERCE SOLUTIONS, INC. ~~GOING~~AND ~~CONCERN~~SUBSIDIARY

~~The~~CONSOLIDATED ~~Company~~STATEMENTS ~~has~~OF ~~incurred~~CASH substantial operating losses since inception resulting in an accumulated deficit. Additionally, the Company is in default on several notes payable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and obtain debt financing.FLOWS

~~Management~~ For ~~has~~the ~~revised~~Year ~~its~~Ended For ~~business~~the ~~strategy~~Year Ended February 29, February 28, 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(244,513) $(184,911)Adjustments to ~~include~~reconcile ~~expansion~~net ~~into~~loss ~~other~~to ~~lines~~net ofcash ~~business~~and ~~through~~cash ~~the~~equivalents ~~acquisition~~used ofby ~~other~~operating ~~companies~~activities: Depreciation 162,612 195,475 Amortization inof ~~exchange~~loan costs - 3,082 Investment received for ~~the~~services - (27,500)Gain ~~Company’s~~on ~~stock~~extinguishment toof ~~facilitate~~debt ~~manufacturing~~and ~~contracts~~liability (56,051) (13,500)Loss ~~under~~on ~~negotiation.~~disposal Inof ~~conjunction~~equipment - 570 (Increase) ~~with~~decrease ~~the~~in: Accounts ~~anticipated~~receivable (63,497) (18,355)Inventories 97,294 30,907 Prepaid ~~new~~expenses (10,193) - Other ~~contracts~~reeivables (936) 3,383 Increase ~~management~~(decrease) isin: Accounts ~~currently~~payable ~~negotiating~~and ~~new~~accrued ~~debt~~expenses 84,387 (15,799)Net ~~and~~cash ~~equity~~used ~~financing~~by operating activities (30,897) (26,648) CASH ~~the~~FLOWS ~~proceeds~~FROM INVESTING ACTIVITIES: Increase in due from ~~which~~related ~~would~~party (90,129) (79,795)Acquisition beof property and equipment (24,340) (59,805)Net cash used toby ~~settle~~investing ~~outstanding~~activities (114,469) (139,600) CASH ~~debts~~FLOWS atFROM ~~more~~FINANCING ~~favorable~~ACTIVITIES: Decrease ~~terms,~~(increase) toin ~~finance~~due ~~operations~~from factor 10,389 8,801 Proceeds from notes payable and long-term debt 135,816 291,848 Principal payments on notes payable (241,065) (329,835)Increase (decrease) in due to ~~complete~~stockholders 231,899 232,400 Net ~~additional~~cash ~~business~~provided ~~acquisitions.~~by ~~However~~financing activities 137,039 203,214 Net ~~there~~(decrease) ~~can~~increase bein nocash ~~assurance~~and ~~that~~cash ~~the~~equivalents (8,327) 36,966 Cash ~~Company~~and ~~will~~cash beequivalents, ~~able~~beginning toof ~~raise~~period 44,697 7,731 Cash ~~capital~~and cash equivalents, ~~obtain~~end ~~debt~~of ~~financing~~period $36,370 $44,697 SUPPLEMENTAL orCASH ~~improve~~FLOW ~~operating~~INFORMATION: Cash ~~results~~paid ~~sufficiently~~for interest $49,720 $51,714 NON-CASH FINANCING AND INVESTING ACTIVITIES: Conversion of liability to ~~continue~~equity $- $300,000 Conversion asof adebt ~~going~~to ~~concern.~~equity $- $10,000 Unrealized gain on investment $5,936 $27,286 Reversal of capital contribution $- $21,000

The accompanying ~~consolidated~~notes ~~financial~~are ~~statements~~an dointegral ~~not~~part ~~include any adjustments relating to the recoverability and classification~~ of ~~recorded assets, or~~ the ~~amounts~~consolidated ~~and~~financial ~~classification of liabilities that might be necessary if the Company is unable to continue as a going concern~~statements.

3.F-6 ~~SIGNIFICANT~~Back ~~ACCOUNTING~~to ~~POLICIES~~TOC

~~The~~AMERICAN ~~significant~~COMMERCE ~~accounting~~SOLUTIONS, ~~policies~~INC. ~~followed~~AND ~~are:~~SUBSIDIARY

~~Principles~~NOTES ofTO ~~Consolidation~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~AS ~~accompanying~~OF ~~consolidated~~FEBRUARY ~~financial~~29, ~~statements~~2016 ~~include~~AND ~~the~~FEBRUARY ~~activity of the Company and its wholly owned subsidiary~~28, ~~International~~2015 ~~Machine~~AND ~~and~~FOR ~~Welding.~~THE ~~All~~YEARS ~~intercompany~~THEN ~~transactions have been eliminated in consolidation.~~ENDED

~~Use~~1. ofBACKGROUND ~~Estimates~~INFORMATION

~~The~~American ~~preparation~~Commerce ofSolutions, ~~consolidated~~Inc., ~~financial~~located ~~statements~~and operating in ~~conformity~~West ~~with~~Central ~~accounting~~Florida, ~~principles~~was ~~generally~~incorporated ~~accepted~~in Rhode Island in 1991 under the ~~United~~name ~~States~~Jaque ofDubois, ~~America~~Inc., ~~requires~~and ~~management~~was tore-incorporated ~~make~~in ~~estimates~~Delaware ~~and~~in ~~assumptions~~1994. ~~that~~In ~~affect~~July ~~the~~1995, ~~reported~~Jaque ~~amount~~Dubois, ofInc. ~~assets~~changed ~~and~~its ~~liabilities~~name ~~and~~to ~~disclosure~~JD ofAmerican ~~contingent~~Workwear, ~~assets~~Inc. ~~and~~In ~~liabilities~~December at2000, the ~~date~~stockholders ofvoted at the ~~consolidated~~annual ~~financial~~stockholders ~~statements~~meeting ~~and~~to change the ~~reported~~name ~~amounts~~ of ~~revenues~~JD ~~and~~American ~~expenses~~Workwear, ~~during~~Inc. ~~the~~to ~~reporting~~American ~~period~~Commerce Solutions, Inc. ~~Actual~~(the ~~results~~"Company"). ~~could~~In ~~differ~~August ~~from~~2012, ~~those~~the ~~estimates~~Company was reincorporated in Florida.

~~F-6~~The Company is primarily a holding company with a wholly owned subsidiary; International Machine and Welding, Inc. which is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment.

~~Cash~~2. ~~and~~GOING ~~Cash Equivalents~~CONCERN

~~For~~The ~~the~~Company ~~purpose~~has ofincurred substantial operating losses since inception resulting in an accumulated deficit. Additionally, the ~~financial~~Company ~~statements~~is ~~cash~~in ~~equivalents~~default ~~include~~on ~~all~~several ~~highly~~notes ~~liquid~~payable. ~~investments~~These ~~with~~factors ~~maturity~~raise ofsubstantial ~~three~~doubt ~~months~~about orthe ~~less~~Company's ability to continue as a going concern. ~~Cash~~The ~~and~~ability ~~cash~~of ~~equivalents~~the ~~were~~Company ~~$44,697~~to ~~and~~continue ~~$7,731~~as ata ~~February~~going 28concern is dependent upon its ability to reverse negative operating trends, ~~2015~~raise ~~and~~additional ~~2014~~capital, ~~respectively~~and obtain debt financing.

~~Concentration~~Management has revised its business strategy to include expansion into other lines of ~~Credit~~business ~~Risk~~through the acquisition of other companies in exchange for the Company's stock to facilitate manufacturing contracts under negotiation. In conjunction with the anticipated new contracts, management is currently negotiating new debt and equity financing, the proceeds from which would be used to settle outstanding debts at more favorable terms, to finance operations, and to complete additional business acquisitions. However, there can be no assurance that the Company will be able to raise capital, obtain debt financing, or improve operating results sufficiently to continue as a going concern.

~~Financial~~The ~~instruments~~accompanying ~~that~~consolidated ~~potentially~~financial ~~subject~~statements ~~the~~do ~~Company~~not toinclude ~~concentrations~~any ofadjustments ~~credit~~relating ~~risk~~to ~~consist~~the ~~primarily~~recoverability and classification of ~~accounts~~recorded ~~receivable~~assets, ~~notes~~or ~~receivable,~~the amounts and ~~related~~classification ~~party~~of ~~notes~~liabilities that might be necessary if the Company is unable to continue as a going concern.

~~Customer~~3. ~~Concentration~~SIGNIFICANT ACCOUNTING POLICIES

The ~~Company generates a~~ significant ~~amount~~accounting ofpolicies ~~revenues~~followed from sales and services provided to three different industries. The construction industry accounted for approximately 22% of revenues in fiscal 2015 compared to 21% in fiscal 2014 while the industrial and mining industries accounted for approximately 26% and 51% in fiscal 2015 compared to 24% and 54% in fiscal 2014, respectively, of the total revenues. Although the Company does not rely on a single customer, during the year ended February 28, 2015, one of the Company’s customers accounted for approximately 48% of total revenues. This customer was Mosaic Company.are:

~~Accounts~~Principles ~~Receivable~~of Consolidation

~~Trade. Accounts receivable consist of billed and uncollected services or products.~~ The ~~Company~~accompanying ~~records~~consolidated anfinancial ~~allowance~~statements ~~for~~include ~~doubtful~~the ~~accounts~~activity ~~to allow for any amounts that may not be recoverable, which is based on an analysis~~ of the Company’s ~~prior collection experience, customer credit worthiness,~~ and ~~current~~its ~~economic~~wholly ~~trends.~~owned ~~Based on management’s review of accounts receivable~~subsidiary, noInternational ~~allowance~~Machine ~~for~~and ~~doubtful accounts is considered necessary at February 28, 2015~~Welding. AAll ~~$481~~intercompany ~~allowance~~transactions ~~for~~have ~~doubtful~~been ~~accounts~~eliminated ~~was~~in ~~considered necessary at February 28, 2014~~consolidation. ~~Receivables are determined to be past due based on payment terms of original invoices. The Company does not charge significant amounts of interest on past due receivables.~~

~~Factored.~~F-7 ~~The~~Back ~~Company accounts for its factoring of accounts receivable by selling and assigning all rights, title, and interest~~ to certain of the Company’s accounts receivable. The Company receives 80% of all approved invoices sold to the Factoring Company, who assumes the credit risk. Based on the Factoring Company’s collections of these invoices the Company may receive additional consideration of up to 18%. The Company records the 80% as payment against the invoices sold and records 20% as an amount due from Factoring Company. Once the invoice exceeds 120 days outstanding, the remaining 20% of the receivable is recorded as expense.TOC

~~Inventory~~Use of Estimates

The ~~Company~~preparation ~~follows~~of ~~FASB~~consolidated ~~ASC~~financial ~~330,~~statements ~~“Inventory”.Inventories~~in ~~are~~conformity ~~stated~~with ataccounting ~~the~~principles ~~lower~~generally ofaccepted ~~cost~~in orthe ~~net~~United ~~realizable~~States ~~value. The cost~~ of ~~inventories~~America ~~comprises~~requires ~~all~~management ~~costs~~to ofmake ~~purchase,~~estimates ~~costs of conversion~~ and ~~other~~assumptions ~~costs~~that ~~incurred~~affect ~~in bringing~~ the ~~inventories~~reported toamount ~~their~~of ~~present~~assets ~~location~~ and ~~condition.~~liabilities ~~The~~and ~~costs~~disclosure of ~~conversion~~contingent ofassets ~~inventories include raw materials~~ and ~~direct~~liabilities ~~labor~~at ~~and~~the ~~fixed~~date ~~and~~of ~~variable production overheads, taking into account~~ the ~~stage~~consolidated offinancial ~~completion~~statements and the ~~normal~~reported ~~capacity~~amounts of ~~production~~revenues ~~facilities.~~and ~~The~~expenses ~~cost~~during ~~of inventories is determined using~~ the ~~first-in,~~reporting ~~first-out (FIFO) method~~period. ~~Inventory~~Actual isresults ~~reduced~~could ~~for~~differ ~~the~~from ~~estimated~~those ~~losses due to obsolescence~~estimates. ~~This reduction is determined for groups of products based on purchases in the recent past and/or expected future demand.~~

~~F-7~~Cash and Cash Equivalents

~~Property~~For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and ~~Equipment~~cash equivalents were $44,697 and $7,731 at February 29, 2016 and February 28, 2015, respectively.

~~The~~Concentration ~~Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Property and equipment are stated at cost. The Company capitalizes all purchases with costs in excess~~ of ~~$500~~Credit ~~and a useful life in excess of one year. Depreciation and amortization expense are calculated using the straight-line method of accounting over the following estimated useful lives of the assets:~~Risk

Building and improvements	15 - 39 years
Machine and equipment	5 - 30 years
Office furniture and equipment	5 - 10 years
Trucks and vehicles	5 - 7 years

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable, notes receivable, and related party notes.

~~Maintenance~~Customer and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.Concentration

~~Notes~~The ~~Payable~~Company generates a significant amount of revenues from sales and services provided to three different industries. The construction industry accounted for approximately 22% of revenues in fiscal 2016 compared to 22% in fiscal 2015 while the industrial and mining industries accounted for approximately 28% and 49% in fiscal 2016 compared to 26% and 51% in fiscal 2015, respectively, of the total revenues. Although the Company does not rely on a single customer, during the year ended February 29, 2016, one of the Company's customers accounted for approximately 42% of total revenues. This customer was Mosaic Company.

~~Direct~~Accounts costs incurred with the issuance of notes payable are deferred and amortized over the life of the guaranty. For the years ended February 28, 2015 and 2014, the Company incurred amortization expense of $3,082 and $53,898, respectively.Receivable

~~Shipping~~Trade. Accounts receivable consist of billed and ~~Handling~~uncollected services or products. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company's prior collection experience, customer credit worthiness, and current economic trends. Based on management's review of accounts receivable, no allowance for doubtful accounts is considered necessary at February 29, 2016 or February 28, 2015. The Company does not charge significant amounts of interest on past due receivables.

Factored. The Company ~~records~~accounts ~~amounts~~for ~~billed~~its tofactoring ~~customers~~of ~~for~~accounts ~~shipping~~receivable by selling and ~~handling~~assigning ~~costs~~all asrights, ~~sales~~title, ~~revenue~~and interest to certain of the Company's accounts receivable. ~~Costs~~The ~~incurred~~Company byreceives 80% of all approved invoices sold to the Factoring Company, ~~for~~who ~~shipping~~assumes the credit risk. Based on the Factoring Company's collections of these invoices the Company may receive additional consideration of up to 18%. The Company records the 80% as payment against the invoices sold and ~~handlings~~records ~~are~~20% ~~included~~as inan ~~cost~~amount due from Factoring Company. Once the invoice exceeds 120 days outstanding, the remaining 20% of ~~sales~~the receivable is recorded as expense. The Company terminated the factoring of accounts receivable on January 25, 2016.

~~Revenue Recognition~~Inventory

InThe ~~accordance~~Company ~~with~~follows FASB ASC ~~605~~330, ~~Revenue~~"Inventory". ~~Recognition,~~Inventories are stated at the ~~Company~~lower ~~recognizes~~of ~~revenue~~cost ~~when~~or ~~persuasive~~net ~~evidence~~realizable value. The cost of aninventories ~~arrangement~~comprises ~~exists,~~all ~~product~~costs ~~delivery~~of ~~has~~purchase, ~~occurred~~costs orof ~~the~~conversion ~~services~~and ~~have~~other ~~been~~costs ~~rendered,~~incurred in bringing the ~~price~~inventories isto ~~fixed~~their orpresent ~~determinable~~location and ~~collectability~~condition. isThe ~~reasonably~~costs ~~assured.~~of ~~Revenue~~conversion isof ~~generated~~inventories ~~when~~include ~~products~~raw materials and direct labor and fixed and variable production overheads, ~~repairs~~taking orinto ~~parts~~account ~~are~~the ~~delivered~~stage toof completion and the ~~customer~~normal capacity of production facilities. ~~Revenue~~The cost of inventories is ~~recognized~~determined ~~net~~using ofthe ~~sales~~first-in, ~~returns~~first-out ~~and~~(FIFO) ~~allowances~~method. ~~Provisions~~Inventory is reduced for ~~discounts~~the ~~and~~estimated ~~rebates~~losses due to ~~customers,~~obsolescence. ~~estimated~~This ~~returns,~~reduction ~~allowances,~~is ~~and~~determined ~~other~~for ~~adjustments~~groups ~~are~~of ~~provided~~products ~~for~~based on purchases in the ~~same~~recent ~~period~~past ~~the~~and/or ~~related~~expected ~~sales~~future ~~are recorded~~demand.

~~Amounts~~F-8 ~~collected~~Back onto ~~behalf of governmental authorities for sales taxes and other similar taxes are reported on a net basis.~~TOC

~~Revenue~~Property ~~derived from the sale of products not yet completed~~ and ~~delivered is deferred and recognized as revenue once the product has been delivered to the customer.~~Equipment

FThe Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Property and equipment are stated at cost. The Company capitalizes all purchases with costs in excess of $500 and a useful life in excess of one year. Depreciation and amortization expense are calculated using the straight-8line method of accounting over the following estimated useful lives of the assets:

Long-lived Assets

Building and improvements	15 - 39 years
Machine and equipment	5 -30 years
Office furniture and equipment	5 - 10 years
Trucks and vehicles	5 - 7 years

~~Long-lived~~Maintenance ~~assets (which excludes goodwill~~ and ~~other~~repairs ~~indefinite-lived intangible assets)~~ are ~~assessed~~charged ~~for~~to ~~impairment~~operations ~~IAW ASC 360, Property and equipment~~ when ~~an indicator of impairment exists~~incurred. ~~The~~Betterments ~~Company periodically evaluates whether events~~ and ~~circumstances~~renewals ~~have~~are ~~occurred that indicate possible impairment~~capitalized. When ~~impairment~~property ~~indicators~~and ~~exist,~~equipment ~~the~~are ~~Company~~sold ~~uses market quotes, if available~~ or anotherwise ~~estimate~~disposed of, the ~~future~~asset ~~undiscounted~~account ~~net~~and ~~cash flows of the~~ related ~~asset~~accumulated ordepreciation ~~asset~~account ~~group~~are ~~over~~relieved, ~~the~~and ~~remaining~~any ~~life~~gain ~~in measuring whether~~ or ~~not~~loss ~~the~~is ~~asset~~included ~~values~~in ~~are recoverable~~operations. ~~There have been no significant impairments of long-lived assets during the years ended February 28, 2015 and 2014.~~

~~Financial~~Notes ~~Instruments~~Payable

~~The~~Direct ~~Company’s~~costs ~~balance~~incurred ~~sheet~~with ~~includes~~the ~~certain~~issuance ~~financial~~of ~~instruments.~~notes ~~The~~payable ~~carrying~~are ~~amounts~~deferred ofand ~~current~~amortized ~~assets~~over ~~and~~the ~~current~~life ~~liabilities~~of ~~approximate~~the ~~their~~guaranty. ~~fair~~For ~~value~~the ~~because~~years ofended ~~the~~February ~~relatively~~29, ~~short~~2016 ~~period~~and ofFebruary ~~time~~28, ~~between~~2015, the ~~origination~~Company ofincurred ~~these~~amortization ~~instruments~~expense ~~and~~of ~~their~~$0 ~~expected~~and ~~realization~~$3,082, respectively.

~~ASC~~Shipping ~~820 Fair Value Measurements~~ and Disclosures defines fair value as the exchange price that 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 based on market 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 levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:Handling

·The ~~Level~~Company 1records -amounts ~~Unadjusted~~billed ~~quoted~~to ~~prices~~customers infor ~~active~~shipping ~~markets~~and ~~that~~handling ~~are~~costs ~~accessible~~as atsales ~~the measurement date for identical, unrestricted assets or liabilities~~revenue. ·Costs ~~Level~~incurred 2by ~~- Inputs other than quoted prices included within Level 1 that are observable for~~ the ~~asset~~Company ~~or liability, either directly or indirectly, including quoted prices~~ for ~~similar~~shipping 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~~handlings ~~that~~ are ~~derived~~included ~~principally~~in ~~from~~cost orof ~~corroborated by observable market data by correlation or other means~~sales. ~~· Level 3 - Inputs that are both significant to the fair value measurement and unobservable.~~

~~Fair~~Revenue value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2015. The respective carrying 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, accounts payable, accrued compensation and accrued expenses. The fair value of the 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.Recognition

~~Commitments~~In accordance with ASC 605, Revenue Recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and ~~Contingencies~~collectability is reasonably assured. Revenue is generated when products, repairs or parts are delivered to the customer. Revenue is recognized net of sales returns and allowances. Provisions for discounts and rebates to customers, estimated returns, allowances, and other adjustments are provided for in the same period the related sales are recorded.

~~The~~Amounts ~~Company~~collected ~~follows~~on ~~ASC~~behalf ~~450-20,~~of ~~Loss~~governmental ~~Contingencies,~~authorities ~~to report accounting~~ for ~~contingencies.~~sales ~~Liabilities~~taxes ~~for loss contingencies arising from claims, assessments, litigation, fines~~ and ~~penalties and~~ other ~~sources~~similar taxes are ~~recorded~~reported ~~when~~on ~~it is probable that~~ a ~~liability~~net ~~has been incurred and the amount of the assessment can be reasonably estimated~~basis. ~~There were no commitments or contingencies as of February 28, 2015 and 2014.~~

~~Deferred~~Revenue ~~Income~~derived ~~Taxes~~from the sale of products not yet completed and ~~Valuation~~delivered ~~Allowance~~is deferred and recognized as revenue once the product has been delivered to the customer.

~~The~~Long-lived Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. Due to the Company’s continued losses, the Company has placed a full valuation allowance against the deferred tax asset.Assets

FLong-9lived assets (which excludes goodwill and other indefinite-lived intangible assets) are assessed for impairment IAW ASC 360, Property and equipment when an indicator of impairment exists. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. There have been no significant impairments of long-lived assets during the years ended February 29, 2016 and February 28, 2015.

NoF-9 ~~deferred~~Back ~~tax~~to ~~assets or liabilities were recognized as of February 28, 2015 and 2014.~~TOC

~~Share-based~~Financial ~~Expense~~Instruments

~~ASC~~The ~~718,~~Company's ~~Compensation~~balance –sheet ~~Stock~~includes ~~Compensation,~~certain ~~prescribes~~financial accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments ~~such as employee stock ownership plans and stock appreciation rights~~. ~~Share-based~~The ~~payments~~carrying toamounts ~~employees, including grants~~ of ~~employee~~current ~~stock~~assets ~~options,~~and ~~are~~current ~~recognized~~liabilities asapproximate ~~compensation expense in the financial statements based on~~ their fair ~~values.~~value ~~That~~because ~~expense~~of isthe ~~recognized~~relatively ~~over~~short ~~the~~ period ~~during~~of ~~which~~time anbetween ~~employee is required to provide services in exchange for~~ the ~~award,~~origination ~~known~~of asthese ~~the~~instruments ~~requisite~~and ~~service~~their ~~period~~expected ~~(usually the vesting period)~~realization.

~~The~~ASC ~~Company~~820 ~~accounts~~Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for ~~stock-based~~an ~~compensation~~asset ~~issued~~or paid to ~~non-employees~~transfer ~~and~~a ~~consultants~~liability (an exit price) in ~~accordance~~the ~~with~~principal or most advantageous market for the ~~provisions~~asset ofor ~~ASC~~liability ~~505-50,~~in ~~Equity~~an –orderly ~~Based~~transaction ~~Payments~~between tomarket ~~Non-Employees~~participants on the measurement date. ~~Measurement~~ASC of820 ~~share-based~~also ~~payment~~establishes ~~transactions~~a ~~with~~fair ~~non-employees~~value ishierarchy that distinguishes between (1) market participant assumptions developed based on ~~the~~market ~~fair~~data ~~value~~obtained offrom ~~whichever~~independent issources ~~more~~(observable ~~reliably~~inputs) ~~measurable:~~and (a2) ~~the~~an ~~goods~~entity's orown ~~services~~assumptions ~~received;~~about ormarket ~~(b)~~participant assumptions developed based on the ~~equity~~best ~~instruments~~information ~~issued~~available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the ~~share-based~~highest ~~payment~~priority ~~transaction~~to isunadjusted ~~determined~~quoted atprices ~~the~~in ~~earlier~~active ofmarkets ~~performance~~for ~~commitment~~identical ~~date~~assets or ~~performance~~liabilities ~~completion~~(Level ~~date~~1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~Share~~● Level 1 -~~based~~ ~~expense~~Unadjusted quoted prices in active markets that are accessible at the measurement date for ~~each~~identical, ofunrestricted assets or liabilities. ● Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the ~~years~~asset ~~ended~~or ~~February~~liability, 28either directly or indirectly, ~~2015~~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 ~~2014~~inputs ~~was~~that $0are 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.

~~Earnings~~Fair ~~(Loss)~~value ~~per~~estimates ~~Share~~discussed herein are based upon certain market assumptions and pertinent information available to management as of February 29, 2016. The respective carrying 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, accounts payable, accrued compensation and accrued expenses. The fair value of the 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.

~~The~~Commitments ~~Company~~and ~~records stock as issued at the time consideration is received or the obligation is incurred.~~Contingencies

The Company ~~computes~~follows ~~basic and diluted earnings per share amounts in accordance with~~ ASC ~~Topic 260~~450-20, ~~Earnings~~Loss ~~per~~Contingencies, ~~Share.~~to ~~Basic~~report ~~earnings~~accounting ~~per~~for ~~share~~contingencies. isLiabilities ~~computed~~for ~~by dividing net income (~~loss) ~~available~~contingencies toarising ~~common~~from ~~shareholders~~claims, byassessments, ~~the~~litigation, ~~weighted~~fines ~~average~~and ~~number~~penalties ofand ~~common~~other ~~shares~~sources ~~outstanding~~are ~~during~~recorded ~~the~~when ~~reporting~~it ~~period.~~is ~~Diluted~~probable ~~earnings per share reflects the potential dilution~~ that ~~could~~a ~~occur~~liability ifhas ~~stock~~been ~~options~~incurred and ~~other~~the ~~commitments~~amount toof ~~issue~~the ~~common~~assessment ~~stock~~can ~~were~~be ~~exercised~~reasonably orestimated. ~~equity~~There ~~awards~~were ~~vest~~no ~~resulting~~commitments inor ~~the~~contingencies ~~issuance~~as of ~~common~~February ~~stock~~29, ~~that~~2016 ~~could~~and ~~share~~February in28, ~~the earnings of the Company~~2015.

~~The Company does not have any potentially dilutive instruments as of February 28, 2015 and, thus, anti~~F-~~dilution~~10 ~~issues~~Back ~~are~~to ~~not applicable.~~TOC

~~Related~~Deferred ~~Parties~~Income Taxes and Valuation Allowance

The Company ~~follows~~accounts for income taxes under ASC ~~850,~~740 ~~Related~~Income ~~Party~~Taxes. ~~Disclosures~~Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the ~~identification~~estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of ~~related~~existing ~~parties~~assets and ~~disclosure~~liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of ~~related~~a ~~party~~change ~~transactions~~in tax rates is recognized as income in the period that included the enactment date. Due to the Company's continued losses, the Company has placed a full valuation allowance against the deferred tax asset.

4.No ~~ACCOUNTS~~deferred ~~RECEIVABLE~~tax assets or liabilities were recognized as of February 29, ~~FACTORED~~2016 and February 28, 2015.

~~During~~Share-based the years ended February 28, 2015 and 2014, the Company factored receivables of approximately $477,800 and $414,900, respectively. In connection with the factoring agreement, the Company incurred fees of approximately $14,700 and $15,800 during the years ended February 28, 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.Expense

5ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. ~~INVENTORIES~~Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~Inventories~~The ~~consist~~Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the ~~following~~fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

	February 28,2015		February 28,2014
Work-in process	$	17,888	$	9,646
Finished goods		270,553		309,702
Raw materials		—		—
Total inventories	$	288,441	$	319,348

Share-based expense for each of the years ended February 29, 2016 and February 28, 2015 was $0.

~~F-10~~Earnings (Loss) per Share

6.The ~~PROPERTY~~Company ~~AND~~records ~~EQUIPMENT~~stock as issued at the time consideration is received or the obligation is incurred.

~~Property~~The Company computes basic and ~~equipment~~diluted ~~consist~~earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the ~~following:~~reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

	February 28,2015		February 28,2014
Land	$	186,045	$	186,045
Building and improvements		2,814,744		2,799,599
Machinery and equipment		2,249,671		2,224,952
Office furniture and equipment		57,527		88,117
Trucks and automobiles		187,634		178,068
		5,495,621		5,476,781
Less accumulated depreciation		2,976,631		2,821,551
	$	2,518,990	$	2,655,230

The Company does not have any potentially dilutive instruments as of February 29, 2016 and, thus, anti-dilution issues are not applicable.

~~Depreciation~~Related ~~expense for the years ended February 28, 2015 and 2014 was $195,475 and $197,296, respectively.~~Parties

7.The ~~NOTES~~Company ~~PAYABLE~~follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

~~Notes~~F-11 ~~payable~~Back ~~consist~~to ~~of:~~TOC

	February 28,2015			February 28,2014
Notes payable to the parents of the former president of the Company, stockholders; 10% interest, past maturity.	$	185,291	*	$	185,291
Notes payable to the parents and sister of the former president of the Company; stockholders; 10% interest; past maturity.		31,697	*		31,697
Note payable; related party; 8% interest; due May 2017; secured by common stock		351,955			391,969
Note payable; related party; 6% interest; due May 2017; secured by		21,069			—
Note payable to a financial institution; 6.0% interest; monthly principal and interest payments of $4,865; collateralized by fixed assets; due June 24, 2016		466,167			495,209
		1,056,179			1,104,166
Less current portion		(248,251	)		(246,460	)
	$	807,928		$	857,706
Notes payable	$	434,904		$	391,969
Notes payable, related parties		373,024			465,737
	$	807,928		$	857,706

Recent Pronouncements

~~____________~~From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

*AsASU ofUpdate ~~February~~2014-09 Revenue from Contracts with Customers (Topic 606) issued May 28, ~~2015,~~2014 ~~the~~by ~~notes~~FASB ~~payable~~and ~~listed~~IASB ~~above~~converged ~~include~~guidance ~~notes~~on recognizing revenue in ~~default~~contracts ~~totaling~~with ~~$216~~customers on an effective date after December 31,~~987~~ 2017 will be evaluated as to impact and implemented accordingly.

FASU Update 2014-1115 Presentation of Financial Statements – Going Concern (Sub-Topic 205-40) issued August 27, 2014 by FASB defines managements responsibility to evaluate whether there is a substantial doubt about an organizations ability to continue as a going concern. The additional disclosure required is effective after December 31, 2016 and will be evaluated as to impact and implemented accordingly.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Cost. The ~~aggregate~~guidance ~~principal~~requires ~~maturing~~an entity to present debt issuance costs in ~~subsequent~~the ~~years~~balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. ASU 2015-03 is: effective for reporting periods beginning after December 31, 2015 including interim periods within those annual periods.

Year Ending February 28,
2016	$	248,251
2017		434,904
2018		373,024
2019		—
2020		—
2021		—
Thereafter		—
	$	1,056,179

In July 2015- FASB issued ASU 2015-11, Inventory, which simplifies the measurement principle of inventories valued under the First-In, First-Out ("FIFO") or weighted average methods from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016, including interim periods within those annual periods. We do not expect the standard to have a material impact on our Consolidated Financial Statements.

AtIn ~~February~~November 282015, the FASB issued ASU 2015-17, ~~and~~Balance ~~2014~~Sheet Classification of Deferred Taxes, ~~the~~which ~~above~~requires ~~notes~~that ~~payable~~deferred totax ~~related~~assets ~~parties~~and inliabilities be classified as noncurrent on the ~~amount~~consolidated ofbalance ~~$373~~sheet,~~024~~ ~~and~~ASU ~~$391~~2015-17 is effective for annual periods beginning after December 15,~~969,~~ ~~respectively~~2016, ~~are~~including ~~not~~interim ~~necessarily~~periods ~~indicative~~within those annual periods. Early adoption is permitted as of the ~~terms~~beginning ~~and~~of ~~amounts~~an ~~that~~interim ~~would~~or ~~have~~annual ~~been~~reporting ~~incurred~~period. ~~had~~Upon ~~comparable~~adoption, ~~agreements~~ASU ~~been~~2015-17 ~~made~~may ~~with~~be ~~independent~~applied ~~parties~~either prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

8In February 2016, the FASB issued ASU 2016-02, Leases, to improve financial reporting about leasing transactions. ~~EQUITY~~This ASU will require organizations that lease assets ("lessees") to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee's right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee ("lessor") largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

~~Preferred~~The ~~Stock~~amendments in ASU 2016-02 ~~Series~~are Aeffective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earlies comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements.

~~Holders~~F-12 ofBack ~~Series A convertible preferred stocks vote on a converted basis with the common stockholders on all matters~~ to be brought to a vote of the stockholders. Each share of Series A convertible preferred stock can be converted into 1,289 shares of common stock. Dividends are payable in kind at the Company’s option at a rate of ten percent annually. Payments of annual dividends have been deferred by the Company’s Board of Directors on the outstanding Series A shares because of losses sustained by the Company. As of February 28, 2015, preferred dividends in arrears amounted to $118,377 or $1,161 per share.TOC

~~Preferred~~4. ~~Stock~~ACCOUNTS -RECEIVABLE, ~~Series B~~FACTORED

~~The~~During ~~Series~~the Byears ~~convertible~~ended ~~preferred~~February ~~stock~~29, ~~has~~2016 ~~rights~~and toFebruary ~~receive~~28, ~~cumulative~~2015, ~~six percent in kind dividends in preference to~~ the ~~payment~~Company offactored ~~dividends~~receivables ~~on all other shares~~ of ~~capital~~approximately ~~stock~~$214,200 ofand ~~the~~$477,800, ~~Company~~respectively. NoIn ~~dividends~~connection ~~may~~with bethe ~~declared~~factoring oragreement, ~~paid~~the onCompany ~~any~~incurred ~~other~~fees ~~shares~~ of ~~stock~~approximately ~~until~~$6,800 ~~the~~and ~~full~~$14,700 ~~amount~~during of the ~~cumulative~~years ~~dividends~~ended onFebruary ~~the~~29, ~~Series~~2016 Band ~~preferred~~February ~~stock~~28, ~~has~~2015, ~~been paid~~respectively. ~~Each~~Any ~~share~~and ofall ~~Series B convertible preferred stock can be converted into 1,000 shares~~ of ~~common~~the ~~stock.~~Company's ~~Cumulative~~indebtedness ~~dividends~~and ~~amounted~~obligations to ~~$2,018,904~~the atFactoring ~~February~~Company ~~28,~~is ~~2015~~guaranteed ~~and~~by ~~2014.~~two ~~Dividends~~stockholders ~~may~~and becollateralized ~~paid~~by inthe ~~stock~~Company's atinventory aand ~~conversion~~fixed ~~rate of $1~~assets.00 ~~per~~The ~~share.~~Company ~~For~~terminated the ~~years~~factoring ~~ended~~of ~~February~~accounts ~~28,~~receivable ~~2015~~on ~~and~~January ~~2014~~25, ~~no dividends were paid with additional shares of preferred stock~~2016.

~~Holders of Series B preferred stock vote on a converted basis with the common stockholders on all matters to be brought to a vote of the stockholders~~5. ~~The Series B preferred stockholders are entitled to elect one director out of the seven authorized directors of the Company’s board.~~INVENTORIES

InInventories ~~written~~consist ~~document, the holders~~ of the convertible preferred shares A and B have waived conversion rights since the inception of these preferred issuances until such time that the Company’s market price of shares rise sufficiently or the Company amends the capital structure (through reverse split or increase in the authorized shares) or combination of all factors, where by a conversion of any preferred series of stock, or portion thereof, will not exceed the authorized shares of the Company.following:

F-12

	February 29, 2016		February 28, 2015
Work-in process	$	14,445	$	17,888
Finished goods		176,702		270,553
Raw materials		—		—

Total inventories	$	191,147	$	288,441

~~Common~~6. ~~Stock~~PROPERTY AND EQUIPMENT

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

During the year ended February 28, 2015, two executives who are stockholders of the Company deferred $232,400 of compensation earned during this period. The balance due to stockholders at February 28, 2015 and 2014, totaled $1,601,910 and $1,669,510, 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 year ended February 28, 2015, the Company issued a total of 58,823,529 shares of common stock to each of the executives valued at $0.0051, in exchange for the reduction $300,000 of deferred compensation.

	February 29, 2016		February 28, 2015
Land	$	186,045	$	186,045
Building and improvements		2,814,744		2,814,744
Machinery and equipment		2,265,910		2,249,671
Office furniture and equipment		58,317		57,527
Trucks and automobiles		191,046		187,634

		5,516,062		5,495,621
Less accumulated depreciation		3,135,344		2,976,631

	$	2,380,718	$	2,518,990

InF-13 ~~April~~Back ~~2014, the Company exchanged $10,000 of debt due~~ to ~~the related party for 3,921,569 shares of common stock. The shares were valued at $0.0051 per share.~~TOC

~~During~~Depreciation expense for the ~~year~~years ended February 2829, ~~2014,~~2016 ~~the~~and ~~Company exchanged $391,741 of debt due to related parties for 230,435,870 shares of common stock. The shares were valued at $0.0017 per share. Also, during the year ended~~ February 28, ~~2014,~~2015 ~~the~~was ~~Company exchanged~~ $~~420~~162,~~000~~612 ofand ~~debt due to related parties for 132~~$195,~~186~~475,~~010~~ ~~shares of common stock~~respectively. ~~The shares were valued at $0.0032 per share.~~

~~The Company issued 10,000,000 shares to an unrelated company in good faith negotiation of a potential acquisition~~7. ~~Shares~~INVESTMENTS ~~issued~~IN ~~were~~EQUITY valued at $21,000, or $0.0021 per share, the fair market value at the date of the exchange. As part of the cross security consideration, the Company expects to receive an equal value of shares from the target company.SECURITIES

~~Certain~~Investments ~~notes to related parties have conversion features, whereby, at the holder’s option, the notes may be converted,~~ in ~~whole~~equity orsecurities inas ~~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~~February ~~beneficial conversion features of the notes~~29, ~~and~~2016 ~~when deemed material, recorded the beneficial conversion value as deferred financing costs~~ and ~~amortized~~February ~~the amount over the period of the loan~~28, ~~charging~~2015 ~~interest expense. The convertible notes~~ are tosummarized ~~related~~based ~~parties,~~on ~~who have~~ the ~~majority~~primary ofindustry ~~the voting rights. The related parties have waived their conversion rights since the inception~~ of ~~these notes until such time that~~ the ~~Company’s~~investee ~~market price of shares rise sufficiently or the Company amends the capital structure (through a reverse split or increase~~ in the ~~authorized~~table ~~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.~~below:

9. CostBasis UmealizedGains Umealized Losses FairValue February ~~CAPITALIZATION~~29, 2016 Commercial, industrial other $32,078 $33,222 $- $65,300 February 28, 2015 Commercial, industrial other $32,078 $27,286 $- $59,364

~~On July 10, 2002, the Company adopted a Non-Qualified Option/Stock Appreciation Rights Plan that authorizes 7,000,000 shares of common stock for grant to key management employees or consultants~~8. ~~Options~~NOTES granted under the plan must be exercised within ten years of the date of grant. The exercise price of options shall not be less than par value and shall be determined by the Stock Option Plan Committee and the Board of Directors. As of February 28, 2014 and 2013, the Company has 57,400 options available for future issuance under this plan.PAYABLE

~~During~~Notes ~~the~~payable ~~year~~consist ~~ended February 29, 2004, the Company adopted an employee stock incentive plan (the “Plan”) that authorizes up to 20,000,000 shares~~ of common stock for grants of both incentive stock options and non-qualified stock options to designated officers, employees, and certain non-employees. Effective July 2003, October 2003 and August 2004, the Company amended this plan to include an additional 20,000,000, 25,000,000 and 20,000,000 shares of common stock, respectively. Effective December 2004, the Company amended the plan to reduce the number of shares of common stock by 7,000,000 shares. Options granted under the Plan must be exercised within 10 years of the date of grant. The exercise price of options granted may not be less than 85 percent of the fair market value of the stock. As of February 28, 2014 and 2013, the Company has issued all of the options available under this plan.:

During the year ended February 29, 2004, the Company also adopted a non-employee directors’ and consultants’ retainer stock plan. This plan authorizes up to 5,000,000 shares of common stock to be issued in the amount of compensation for services to directors and consultants at the deemed issuance price of not less than 85 percent of the fair market value of the stock. Effective July 2003, October 2003 and December 2004, the Company amended this plan to include an additional 1,000,000, 15,000,000 and 7,000,000 shares of common stock, respectively. As of February 28, 2015 and 2014, the Company has issued all of the options available under this plan.

	February 29, 2016			February 28, 2015
Notes payable to the parents of the former president of the Company, stockholders; 10% interest, past maturity.	$	185,291	*	$	185,291
Notes payable to the parents and sister of the former president of the Company; stockholders; 10% interest; past maturity.		31,697	*		31,697
Note payable; related party; 8% interest; due May 2017; secured by common stock		298,634			351,955
Note payable; related party; 6% interest; due May 2017; secured by common stock		-			21,069
Note payable to a financial institution; 6.0% interest; monthly principal and interest payments of $4,865; collateralized by fixed assets; due June 24, 2016		435,308			466,167

		950,930			1,056,179
Less current portion		(652,296	)		(248,251	)
	$	298,634		$	807,928

Notes payable	$	652,296		$	683,155
Notes payable, related parties		298,634			373,024
	$	950,930		$	1,056,179

~~F-13~~*As of February 29, 2016, the notes payable listed above include notes in default totaling $216,988.

AF-14 ~~summary~~Back ofto ~~the Company’s stock option activity is as follows:~~TOC

	Number ofShares			Weighted-Average Exercise Price per Share
Options outstanding, February 28, 2013		362,500			0.27
Granted		—
Exercised		—
Expired, forfeited		(362,500	)
Options outstanding, February 28, 2014		—
Granted		—
Exercised		—
Expired, forfeited		—
Options outstanding, February 28, 2015		—

The aggregate principal maturing in subsequent years is:

10. INCOME TAXES

Year Ending February 28,
2017		652,296
2018		298,634
2019		—
2020		—
2021		—
Thereafter		—
	$	950,930

~~The~~At ~~Company~~February ~~has~~29, ~~incurred~~2016 ~~significant operating losses since its inception~~ and, ~~therefore, no tax liabilities have been incurred for the periods presented. As of~~ February 28, 2015, the ~~amount~~above ofnotes ~~unused~~payable ~~tax losses available~~ to ~~carry~~related ~~forward~~parties ~~and apply against taxable income~~ in ~~future~~the ~~years~~amount ~~totaled~~of ~~approximately~~$298,634 and $35373,~~759~~024,~~900.~~ ~~The loss carry forwards began expiring in 2008. Due to the Company’s continued losses~~respectively, ~~management~~are ~~has~~not ~~established~~necessarily aindicative ~~valuation~~of ~~allowance equal to~~ the ~~amount~~terms ofand ~~deferred~~amounts ~~tax~~that ~~asset~~would ~~because~~have itbeen isincurred ~~more~~had ~~likely~~comparable ~~than~~agreements ~~not~~been ~~that~~made ~~the~~with ~~Company~~independent ~~will not realize this benefit~~parties.

~~Temporary~~9. ~~differences giving rise to the deferred tax assets, are as follows:~~EQUITY

	February 28,2015			February 28,2014
Unused operating loss carryforwards	$	7,177,800		$	7,115,000
Excess depreciation for tax purposes over the amount for financial reporting purposes		—			—
Deferred compensation		613,200			534,200
Gain on disposal		—			—
Write down in the value of investment		—			—
Other		—			—
		7,791,000			7,649,200
Valuation allowance		(7,791,000	)		(7,649,200	)
	$	—		$	—

Preferred Stock - Series A

~~F-14~~Holders of Series A convertible preferred stocks vote on a converted basis with the common stockholders on all matters to be brought to a vote of the stockholders. Each share of Series A convertible preferred stock can be converted into 1,289 shares of common stock. Dividends are payable in kind at the Company's option at a rate of ten percent annually. Payments of annual dividends have been deferred by the Company's Board of Directors on the outstanding Series A shares because of losses sustained by the Company. As of February 29, 2016, preferred dividends in arrears amounted to $118,377 or $1,161 per share.

~~The~~Preferred ~~valuation~~Stock ~~allowance~~- ~~increased~~Series by $141,800 during the year ended February 28, 2015. Differences between the federal benefits computed at a statutory rate and the Company’s effective tax rate and provision are as follows for the years ended February 28, 2015 and 2014.B

	2015			2014
Statutory benefit	$	(62,800	)	$	(54,000	)
State tax benefit, net of federal effect		(9,200	)		(8,400	)
Nondeductible expenses		—			—
Increase in deferred income tax valuation allowance		72,000			62,400
	$	—		$	—

The Series B convertible preferred stock has rights to receive cumulative six percent in kind dividends in preference to the payment of dividends on all other shares of capital stock of the Company. No dividends may be declared or paid on any other shares of stock until the full amount of the cumulative dividends on the Series B preferred stock has been paid. Each share of Series B convertible preferred stock can be converted into 1,000 shares of common stock. Cumulative dividends amounted to $4,075,255 at February 29, 2016. Dividends may be paid in stock at a conversion rate of $1.00 per share. For the years ended February 29, 2016 and February 28, 2015, no dividends were paid with additional shares of preferred stock.

~~The~~Holders ~~Internal~~of ~~Revenue~~Series ~~Code~~B ~~contains~~preferred ~~provisions~~stock ~~that~~vote ~~may~~on ~~limit~~a converted basis with the ~~net~~common ~~operating~~stockholders ~~loss~~on ~~carry~~all ~~forwards~~matters ~~available~~to ~~for~~be ~~use~~brought into ~~any~~a ~~given~~vote ~~year~~of ifthe ~~significant~~stockholders. ~~changes~~The inSeries ~~ownership~~B ~~interest~~preferred stockholders are entitled to elect one director out of the seven authorized directors of the Company's ~~occur~~board.

WeF-15 ~~are~~Back ~~subject~~ to ~~income tax audits by the Internal Revenue Service for the years 2013 – 2015.~~TOC

~~11.~~Common ~~RELATED PARTY TRANSACTIONS~~Stock

~~During~~The ~~the~~following ~~years~~transactions ~~ended~~with ~~February~~our ~~28,~~officer's ~~2015~~ and ~~2014,~~a ~~two~~related ~~executives~~party, ~~who~~in ~~are stockholders of~~ the ~~Company~~aggregate ~~deferred~~amount ~~$232,400 and $232,400, respectively,~~ of ~~compensation earned during the year. The balance due to stockholders at February 28, 2015 and 2014, totaled~~ $1310,~~601,910~~000 and $1121,~~669~~568,~~510,~~627 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 year ended February 28, 2015, the Company issued 58,823,529 shares of common stock, inwere ~~settlement~~reported ofin ~~$300,000~~Form ofS8 ~~deferred~~as ~~compensation~~filed towith ~~each of~~ the ~~two~~Securities ~~executives.~~and ~~The~~Exchange ~~stock~~Commission ~~was~~on ~~valued~~May at1, ~~$0.0051.~~ 2014:

InDuring ~~April~~the ~~2014~~year ended February 28, 2015, two executives who are stockholders of the Company ~~exchanged~~deferred $10232,~~000~~400 of ~~debt~~compensation earned during this period. The balance due to stockholders at February 29, 2016 and February 28, 2015, totaled $1,833,809 and $1,601,910, respectively. The amounts are unsecured, non-interest bearing, and have no specific repayment terms; however, the ~~related~~Company ~~parties~~does ~~for~~not 3expect to repay these amounts within the next year. During the year ended February 28,~~921~~ 2015,~~569~~ the Company issued a total of 58,823,529 shares of common stock. ~~The~~to ~~shares~~each ~~were~~of the executives valued at $0.0051, ~~per~~in ~~share~~exchange for the reduction $300,000 of deferred compensation.

~~During~~In ~~the~~April ~~year ended February 28,~~ 2014, the Company exchanged $~~391~~10,~~741of debt due to related parties for 230,435,870 shares of common stock. The shares were valued at $0.0017 per share. Also, during the year ended February 28, 2014, the Company exchanged $420,~~000 of debt due to the related ~~parties~~party for ~~132~~3,~~186~~921,~~010~~569 shares of common stock. The shares were valued at $0.~~003~~0051 per share.

The ~~above~~Company ~~amounts~~issued ~~are~~10,000,000 ~~not~~shares ~~necessarily~~to ~~indicative~~an unrelated company in good faith negotiation of a potential acquisition. Shares issued were valued at $21,000, or $0.0021 per share, the ~~amounts~~fair ~~that~~market ~~would~~value ~~have~~at ~~been~~the ~~incurred~~date ~~had~~of ~~comparable~~the ~~transactions~~exchange. ~~been~~Based ~~entered~~on ~~into~~an ~~with~~analysis ~~independent~~of ~~parties~~the transaction, the acquisition was never executed and therefore, the Company has written off the $21,000.

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. ~~SEGMENT~~The ~~INFORMATION~~Company considered the value of the beneficial conversion features of the notes, and when deemed material, recorded the beneficial conversion value as deferred financing costs and amortized the amount over the period of the loan, charging interest expense. The convertible notes are to related parties, who have the majority of the voting rights. The related parties have waived their conversion rights since the inception of these notes until such time that the Company's market price of shares rise sufficiently or the Company amends the capital structure (through a reverse split or increase in the authorized shares) or combination of all factors, whereby a conversion of any single note, or portion thereof, will not exceed the authorized shares of the Company.

~~The Company had two reportable segments during 2015 and 2014; manufacturing and other~~10. ~~For~~INCOME ~~the year ended February 28, 2015 and 2014 the Company has included segment reporting.~~TAXES

~~For~~The Company has incurred significant operating losses since its inception and, therefore, no tax liabilities have been incurred for the ~~year~~periods ~~ended~~presented. As of February 2829, ~~2015~~2016, ~~information~~the ~~regarding~~amount ~~operations~~of byunused ~~segment~~tax losses available to carry forward and apply against taxable income in future years totaled approximately $19,655,000. The loss carry forwards began expiring in 2008. Due to the Company's continued losses, management has established a valuation allowance equal to the amount of deferred tax asset because it is asmore ~~follows:~~likely than not that the Company will not realize this benefit.

	Manufacturing		Other (a)			Total Continuing Operations
Revenue	$	2,239,335	-			$	2,239,355
Interest expense	$	63,031		27,329			90,360
Depreciation	$	195,475		-			195,475
Net income (loss)	$	181,519		(311,644	)		(130,125	)
Property and equipment, net of accumulated depreciation	$	2,518,990		-			2,518,990
Segment assets	$	3,224,955		1,617,913			4,842,868

Temporary differences giving rise to the deferred tax assets, are as follows:

F-15

	February 29, 2016			February 28, 2015
Unused operating loss carryforwards	$	7,873,700		$	7,791,000

Valuation allowance		(7,873,700	)		(7,791,000	)

	$	—		$	—

~~For~~F-16 ~~the~~Back ~~year~~to ~~ended February 28, 2014, information regarding operations by segment is as follows:~~TOC

	Manufacturing		Other (a)			Total Continuing Operations
Revenue	$	2,665,838				$	2,665,838
Interest expense	$	67,580		47,471			115,051
Depreciation	$	197,296		-			197,296
Net income (loss)	$	294,958		(464,019	)		(169,061	)
Property and equipment, net of accumulated depreciation	$	2,665,230		-			2,655,230
Segment assets	$	3,339,633		1,516,746			4,856,379

The valuation allowance increased by $82,700 during the year ended February 29, 2016. Differences between the federal benefits computed at a statutory rate and the Company's effective tax rate and provision are as follows for the years ended February 29, 2016 and February 28, 2015.

______________

	2016			2015
Statutory benefit	$	(74,000	)	$	(62,800	)
State tax benefit, net of federal effect		(8,700	)		(9,200	)
Nondeductible expenses		—			—
Increase in deferred income tax valuation allowance		82,700			72,000

	$	—		$	—

~~(a)~~ The ~~“other”~~Internal ~~segment~~Revenue isCode ~~mainly~~contains ~~related~~provisions tothat may limit the ~~holding~~net ~~company~~operating ~~expenses~~loss ~~and~~carry ~~general~~forwards ~~overhead,~~available asfor ~~well~~use asin ~~the~~any ~~stock~~given ~~based~~year ~~compensation~~if ~~awards~~significant changes in ownership interest of the Company occur.

~~Segment~~We 1,are ~~manufacturing,~~subject ~~consists~~to ofincome ~~International~~tax ~~Machine~~audits ~~and~~by ~~Welding,~~the ~~Inc.~~Internal ~~and~~Revenue ~~derives~~Service ~~its~~for ~~revenues~~the ~~from~~years ~~machining~~2014 ~~operations,~~– ~~sale of parts and service~~2016.

~~The manufacturing segment, International Machine and Welding, Inc~~11. ~~has~~RELATED aPARTY broad and diverse base of customers. The segment does have a significant customer which accounts for 48.44% 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.TRANSACTIONS

13During the years ended February 29, 2016 and February 28, 2015, two executives who are stockholders of the Company deferred $231,899 and $232,400, respectively, of compensation earned during the year. ~~SUBSEQUENT~~The ~~EVENTS~~balance due to stockholders at February 29, 2016 and February 28, 2015, totaled $1,833,809 and $1,601,910, 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 year ended February 28, 2015, the Company issued 58,823,529 shares of common stock in settlement of $300,000 of deferred compensation to each of the two executives. The stock was valued at $0.0051.

~~Management~~Note ~~has~~receivable, ~~evaluated~~related ~~subsequent~~party ~~events~~balance ~~through~~at ~~the~~February ~~date~~29, ~~the~~2016 ~~financial~~and ~~statements~~February ~~were~~28, ~~issued.~~2015 ~~Based~~is $1,009,792 is due on ~~our~~demand ~~evaluation~~and nocan ~~other~~be ~~events~~settled ~~have~~by ~~occurred~~the ~~requiring~~related ~~adjustment~~party orthrough ~~disclosure~~the issuance of common stock and therefore, no allowance is considered necessary.

~~F-16~~Due from related party balance at February 29, 2016 and February 28, 2015 is $893,714 and $803,585, respectively, is due on demand and can be settled by the return of the Company's common stock by the two executives and therefore, no allowance is considered necessary.

~~ITEM~~In 9.April ~~CHANGES~~2014, INthe ~~AND~~Company ~~DISAGREEMENTS~~exchanged ~~WITH~~$10,000 ~~ACCOUNTANTS~~of ONdebt ~~ACCOUNTING~~due ~~AND~~to ~~FINANCIAL~~the ~~DISCLOSURE~~related parties for 3,921,569 shares of common stock. The shares were valued at $0.0051 per share.

~~There~~The ~~were~~above noamounts ~~disagreements~~are ~~with~~not ~~accountants~~necessarily onindicative ~~accounting~~of ~~and~~the ~~financial~~amounts ~~disclosure~~that would have been incurred had comparable transactions been entered into with independent parties.

~~ITEM~~F-17 ~~9A.~~Back ~~CONTROLS~~to ~~AND PROCEDURES~~TOC

We12. ~~maintain~~SEGMENT “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, Daniel Hefner our chief executive officer and Frank Puissegur our chief financial officer, to allow timely decisions regarding required disclosure.INFORMATION

The ~~company’s~~Company ~~chief~~had ~~executive~~two ~~officer~~reportable ~~and~~segments ~~chief~~during ~~financial~~2016 ~~officer,~~and ~~after~~2015; ~~evaluating~~manufacturing ~~the effectiveness of the design~~ and ~~operation~~other. ofFor the ~~company’s~~years ~~disclosure~~ended ~~controls~~February ~~and~~29, ~~procedures~~2016 ~~(as defined in Exchange Act Rules 13a-15(e)~~ and ~~15d-15(f)) as of~~ February 28, 2015 ~~concluded that as of such date~~ the ~~company’s~~Company ~~disclosure~~has ~~controls~~included ~~and~~segment ~~procedures were inadequate and ineffective and there were material weaknesses due to insufficient written policies and procedures for accounting and financial~~ reporting ~~with respect to the requirements and application of US GAAP and SEC disclosure requirements and ineffective controls over period end financial disclosure and reporting processes~~.

~~Management’s~~For ~~Annual~~the ~~Report~~year onended ~~Internal~~February ~~Control~~29, ~~over~~2016, ~~Financial~~information ~~Reporting~~regarding operations by segment is as follows:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the management is responsible for establishing and maintaining preparation of financial statements for external purposes consistent with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

	Manufacturing		Other (a)			Total Continuing Operations

Revenue	$	2,053,256				$	2,053,256
Interest expense	$	56,255		24,955			81,210
Depreciation	$	162,612					162,612
Net income (loss)	$	66,400		(310,913	)		(244,513	)
Property and equipment, net of accumulated depreciation	$	2,380,718		-			2,380,718
Segment assets	$	3,047,208		1,712,069			4,759,277

~~Our~~For ~~chief executive officer and chief financial officer evaluated~~ the ~~effectiveness~~year ofended ~~our internal control over financial reporting as of~~ February 28, 2015~~. In making this assessment~~, ~~our~~information ~~management~~regarding ~~used~~operations ~~the criteria set forth~~ by ~~the~~segment ~~Committee~~is ~~of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework 2011. Based on this evaluation, our CEO and CFO concluded that,~~ as of February 28, 2015, our internal control over financial reporting was 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.follows:

	Manufacturing		Other (a)			Total Continuing Operations

Revenue	$	2,239,335	-			$	2,239,355
Interest expense	$	63,031		27,329			90,360
Depreciation	$	195,475		-			195,475
Net income (loss)	$	133,233		(318,144	)		(184,911	)
Property and equipment, net of accumulated depreciation	$	2,518,990		-			2,518,990
Segment assets	$	3,224,955		1,617,913			4,842,868

~~The material weaknesses assessed by our management were~~ (1a) weThe ~~have~~"other" ~~not~~segment 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~~mainly ~~under~~related ~~federal~~to ~~securities law; (3) lack of a majority of outside directors on our board of directors, potentially resulting in ineffective oversight in~~ the ~~establishment~~holding ~~and~~company ~~monitoring~~expenses ~~of required internal controls~~ and ~~procedures;~~general ~~and~~overhead, ~~(4)~~as ~~inadequate~~well ~~segregation~~as ~~of duties consistent with control objectives and affecting~~ the ~~functions~~stock ofbased ~~authorization,~~compensation ~~recordkeeping, custody of assets, and reconciliation~~awards.

WeF-18 doBack ~~not~~to 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.TOC

~~Accordingly~~Segment 1, ~~while~~manufacturing, weconsists ~~have identified material weaknesses in our system~~ of ~~internal~~International ~~control~~Machine ~~over~~and ~~financial reporting~~Welding, ~~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~~Inc. ~~Our management has determined that current resources would be appropriately applied elsewhere~~ and ~~when~~derives ~~resources~~its ~~permit,~~revenues itfrom ~~will~~machining ~~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~~operations, wesale ~~intend~~of toparts ~~enhance our controls~~ and ~~procedures~~service. 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.

~~Changes~~The inmanufacturing ~~Internal~~segment, ~~Control~~International ~~over~~Machine ~~Financial~~and ~~Reporting~~Welding, Inc. has a broad and diverse base of customers. The segment does have a significant customer which accounts for 42% 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.

~~There~~13. ~~have~~SUBSEQUENT been no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or Rule 15d-15(d) that occurred during the year ended February 28, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.EVENTS

~~Auditor’s~~On ~~Report~~March on31, ~~Internal~~2016, ~~Control~~the ~~over~~Company ~~Financial~~executed ~~Reporting~~a letter agreement pursuant to which the Company acquired Best Way Auto & Truck Rental, Inc. as a wholly owned subsidiary from 3 Sisters Trust.

~~This~~We ~~Annual~~have ~~Report~~agreed ~~does~~to ~~not~~issue ~~include~~342,709,427 anshares ~~attestation report~~ of ~~the~~our ~~Company’s~~common ~~independent~~stock ~~registered~~(a ~~public~~combination ~~accounting~~of ~~firm~~treasury ~~regarding~~shares ~~internal~~and ~~control~~unissued ~~over~~shares), ~~financial~~plus ~~reporting.~~an ~~Management’s~~additional ~~report~~number ~~was~~of ~~not~~shares ~~subject~~ to ~~attestation~~be bydetermined ~~the~~to ~~Company’s~~provide ~~registered~~3 ~~public~~Sisters ~~accounting~~Trust ~~firm~~with ~~pursuant~~not toless ~~temporary~~than ~~rules~~51% of the ~~Securities~~issued and ~~Exchange~~outstanding ~~Commission~~shares ~~that~~of ~~permit~~our common stock; provided that the ~~Company~~shares to ~~provide~~be ~~only~~issued ~~management’s~~will ~~report~~result in ~~this~~the ~~Annual~~issue ~~Report~~of our entire authorized shares.

~~ITEM~~In 9Bconnection with the acquisition of Best Way Auto & Truck Rental, Inc., ~~OTHER~~we ~~INFORMATION~~will divest our interest in International Machine & Welding, Inc., heretofore our sole wholly owned subsidiary, in a transaction with our directors, Daniel Hefner and Robert Maxwell, the terms of which are to be determined.

~~None~~Also, in connection with the acquisition of Best Way Auto & Truck Rental, Inc., our indebtedness to International Machine & Welding, Inc. and to our related parties will be eliminated.

15On April 13, 2016, Best Way Auto and Truck Rental, Inc., was approved for a credit line of $1.6 million from Fleet Way Leasing Company in Feasterville, PA for the purchase of 70 new vehicles for the Company's rental fleet. This line of credit is based on a 24-month term. Negotiations continue to increase the line to $3.5 million to finance a total of 145 vehicles.

~~Part~~On ~~III~~April 27, 2016, Best Way Auto and Truck Rental, Inc., has received an additional $5 million credit line from Fleet Way Leasing Company in Feasterville, PA for use in purchasing an additional 180 vehicles for their new locations, which are scheduled to open in May.

~~ITEM~~On 10April 25, 2016, the Company appointed William Stamps and Harry Willner to the board of directors. ~~DIRECTORS~~There are no arrangements between the Company and Mr. Stamps or Mr. Willner pursuant to which they were selected as a director, ~~EXECUTIVE~~nor ~~OFFICERS~~have ~~AND~~they ~~CORPORATE~~been ~~GOVERNANCE~~named to any committees of the board of directors.

~~The~~Mr. ~~following~~Stamps ~~table~~and ~~sets~~Mr. ~~forth~~Willner ~~information~~are ~~about~~the ~~each~~CEO ~~person~~and ~~who~~General ~~serves~~Manager, asrespectively, anof ~~executive~~Fleetway ~~officer~~Leasing orand ~~director~~Sales ~~of the~~ Company:.

Name	Age	Positions with the Company
Robert E. Maxwell	80	Chairman of the Board and Director
Frank D. Puissegur	56	Chief Financial Officer and Director
Daniel L. Hefner	64	Chief Executive Officer, President and Director

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no other events have occurred requiring adjustment or disclosure.

~~Directors~~F-19 ofBack the Company hold office until the earlier of the next annual meeting of the stockholders and until their successors have been duly elected and qualified, or their death, resignation, or removal. Our officers are elected annually by the board of directors to hold office until the next annual meeting of our board and their successors have been duly elected and qualified. There are no family relationships between any of our officers and directors. Set forth below is a description of the business experience during the past five years or more and biographical information for directors and executive officers identified above:TOC

~~Mr.~~ITEM ~~Maxwell has been a director and the Chairman of the Board of Directors of the Company since June 2000~~9. ~~Mr.~~CHANGES ~~Maxwell~~IN ~~serves~~AND asDISAGREEMENTS aWITH ~~consultant~~ACCOUNTANTS toON ~~International~~ACCOUNTING ~~Machine~~AND ~~and~~FINANCIAL Welding, Inc., a subsidiary of the Company. He was the owner/operator of Florida Machine and Welding, Inc., located in Bartow, Florida, for 24 years until the sale of its assets in June 2000. Mr. Maxwell has served on various bank and charitable boards of directors.DISCLOSURE

~~Mr.~~During ~~Puissegur~~2015, ~~joined~~ the ~~Company~~Board inof ~~June~~Directors ~~2001~~of asAmerican ~~Chief~~Commerce ~~Financial~~Solutions, ~~Officer and Director~~Inc. He(the ~~became~~"Company") aapproved ~~Certified Public Accountant in 1982 with his certificate from~~ the ~~State~~withdrawal of ~~Florida~~Peter ~~and~~Messineo ~~created~~& ~~a sole practitioner office the same year~~Co. ~~The~~CPAs, ~~practice~~LLC ~~grew~~("M&CO") ~~and has evolved into its current form~~ as the ~~partnership~~Company's ofindependent ~~Puissegur,~~registered ~~Finch,~~public ~~& Slivinski, P.A., a full service~~ accounting firm. HeIn isDecember a2015, ~~member~~Peter ofMessineo ~~the~~& ~~American~~Co. ~~and~~CPAs ~~Florida Institutes of Certified Public Accountants~~ and ~~the~~Peter ~~National~~Messineo ~~and~~were ~~Polk~~suspended ~~County~~from ~~Estate~~practicing ~~Planning~~before ~~Councils. The American Institute of Tax Studies has awarded Mr. Puissegur~~ the ~~designation of “Certified Tax Professional~~SEC.~~” He also holds the designation from the State of Florida as a Certified Family Mediator.~~

~~Mr.~~Also ~~Hefner~~during ~~has~~2015, ~~been~~the ~~President~~Board of ~~the~~Directors Company since September 2002 and Chief Executive Officer since March 2002. He previously served as Executive Vice President from June 2000 to June 2001 and as interim President from June 2001 through February 2002. Mr. Hefner has been a director of the Company ~~since~~approved ~~June~~the ~~2000.~~engagement ~~Mr. Hefner formerly served as President~~ of ~~International~~Stevenson ~~Machine~~& ~~and~~Company ~~Welding,~~CPAS ~~Inc.~~LLC ~~He formerly served~~ as ~~President,~~the ~~and~~Company's isnew ~~now~~independent ~~serving~~registered aspublic ~~Vice~~accounting ~~President of International Commerce and Finance, Inc~~firm. anStevenson ~~investment/consulting~~& ~~company~~Company ~~for~~CPAS ~~manufacturing~~LLC conducted ~~and~~the ~~technology~~review ~~companies,~~engagement ~~and~~on ~~he has held this position since August 1999. Mr. Hefner has been active for~~ the ~~past~~Company's ~~eighteen~~quarterly ~~years~~Financial asStatements ancommencing ~~independent~~with ~~consultant to individuals or business seeking to begin operations or to create turnarounds of existing business. During~~ the ~~same~~May ~~period~~31, ~~Mr.~~2015 ~~Hefner~~quarterly ~~also operated his own independent real estate brokerage operation where he continues to serve as President and Chief Executive Officer~~review. ~~From March to October 1999, Mr. Hefner was Chief Operating Officer for Chronicle Communications, Inc. (OTCBB: CRNC), a Tampa based printer.~~

16ITEM 9A. CONTROLS AND PROCEDURES

~~AUDIT~~We ~~COMMITTEE~~maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, Daniel Hefner our Chief Executive Officer and John Keena, our Chief Financial Officer, to allow timely decisions regarding required disclosure.

The ~~Audit~~Company's ~~Committee~~Chief ~~consists~~Executive ofOfficer ~~Frank~~and ~~Puissegur~~Chief ~~and~~Financial ~~Robert~~Officer, ~~Maxwell.~~after ~~The~~evaluating ~~Audit~~the ~~Committee~~effectiveness ~~selects~~of the ~~independent~~design ~~auditors;~~and ~~reviews~~operation of the ~~results~~company's disclosure controls and ~~scope~~procedures of(as ~~the~~defined ~~audit~~in Exchange Act Rules 13a-15(e) and ~~other~~15d-15(f)) ~~services~~as ~~provided~~of byFebruary 29, 2016 concluded that as of such date the ~~Company’~~company's ~~independent~~disclosure ~~auditor.~~controls ~~The~~and ~~Audit~~procedures ~~Committee~~were ~~also~~inadequate ~~reviews~~and ineffective and ~~evaluates~~there ~~the~~were ~~Company’s~~material ~~internal~~weaknesses ~~control~~due ~~functions.~~to ~~The~~insufficient ~~board~~written ofpolicies ~~directors~~and ~~has~~procedures ~~determined~~for ~~that~~accounting and financial reporting with respect to the ~~audit~~requirements ~~committee~~and ~~does~~application ~~not~~of ~~have~~US anGAAP ~~independent~~and ~~“financial~~SEC ~~expert”;~~disclosure asrequirements ~~such~~and ~~term~~ineffective iscontrols ~~defined~~over ~~under~~period ~~federal~~end ~~securities~~financial ~~law~~disclosure and reporting processes.

~~CODE~~Management's OFAnnual ~~ETHICS~~Report on Internal Control over Financial Reporting

WeOur ~~have~~management ~~adopted~~is aresponsible ~~code~~for ofestablishing ~~ethics~~and ~~meeting~~maintaining ~~the~~adequate ~~requirements~~internal ofcontrol ~~Section~~over ~~406~~financial ofreporting, ~~the~~as ~~Sarbanes~~that term is defined in Rule 13a-~~Oxley~~15(f) ~~Act~~under ofthe ~~2002~~Exchange Act. WeOur ~~believe~~internal ~~our~~control ~~code~~over offinancial ~~ethics~~reporting is ~~reasonably~~a process designed to ~~deter~~provide ~~wrong~~reasonable ~~doing~~assurance regarding the reliability of financial reporting and ~~promote~~the ~~honest~~management is responsible for establishing and ~~ethical~~maintaining ~~conduct;~~preparation ~~provide~~of ~~full,~~financial ~~fair,~~statements ~~accurate,~~for ~~timely~~external ~~and~~purposes ~~understandable~~consistent ~~disclosure~~with generally accepted accounting principles in ~~public~~the ~~reports;~~United ~~comply~~States. ~~with~~Because ~~applicable~~of ~~laws;~~its ~~ensure~~inherent ~~prompt~~limitations, internal control over financial reporting ofmay ~~violations;~~not ~~and~~prevent ~~provide~~or ~~accountability~~detect ~~for~~misstatements. ~~adherence~~Therefore, even those systems determined to ~~the~~be ~~provisions~~effective ofcan ~~the~~provide ~~code~~only reasonable assurance of ~~ethics~~achieving their control objectives.

~~ITEM~~Our 11chief executive officer and chief financial officer evaluated the effectiveness of our internal control over financial reporting as of February 29, 2016. ~~EXECUTIVE~~In ~~COMPENSATION~~making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework 2013. Based on this evaluation, our CEO and CFO concluded that, as of February 29, 2016, our internal control over financial reporting was 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.

~~The~~13 ~~following~~Back ~~summary~~to compensation table sets forth cash and non-cash compensation awarded, paid or accrued, for the past two fiscal years of the Company’s Chief Executive Officers, and all other, if any, whose total annual compensation exceeded $100,000 for the past three fiscal years (collectively, the “ Named Executive Officers”).TOC

~~SUMMARY~~The ~~COMPENSATION~~material ~~TABLE~~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; (3) lack of a majority of outside directors on our board of directors, potentially resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and, (4) inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation.

~~Summary~~We ~~Compensation~~do ~~Table~~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.

Name Principal Positions	Year Ended	Salary($)		Bonus($)		Stock Awards($)		Option Awards ($) (A)		All Other Compensation ($)		Total($)
Daniel Hefner,	2015		150,000		—		—		—		—		150,000
President and	2014		150,000		—		—		—		—		150,000
Chief Executive Officer	2013		150,000		—		—		—		—		150,000
Robert Maxwell,	2015		150,000		—		—		—		—		150,000
Chairman of the Board	2014		150,000		—		—		—		—		150,000
	2013		150,000		—		—		—		—		150,000
Frank Puissegur	2015		—		—		—		—		—		—
Chief Financial Officer	2014		—		—		—		—		—		—
	2032		—		—		—		—		—		—

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

17Changes in Internal Control over Financial Reporting

~~The~~There ~~Company does not~~ have ~~any~~been ~~annuity,~~no ~~retirement,~~changes ~~pension,~~in ~~deferred~~our orinternal ~~incentive~~controls ~~compensation~~over ~~plan~~financial orreporting ~~arrangement~~identified ~~under~~in ~~which~~connection ~~any~~with ~~executive officers are entitled to benefits, nor does~~ the ~~Company~~evaluation ~~have~~required ~~any~~by ~~long~~Rule 13a-~~term~~15(d) ~~incentive plan pursuant to which performance units~~ or ~~other~~Rule ~~forms~~15d-15(d) ofthat ~~compensation~~occurred ~~are~~during ~~paid.~~the ~~Executive~~year ~~officers~~ended ~~may~~February ~~participate in group life~~29, ~~health~~2016 ~~and~~that ~~hospitalization~~have ~~plans~~materially ifaffected, ~~and~~or ~~when such plans~~ are ~~available~~reasonably ~~generally~~likely to ~~all~~materially ~~employees.~~affect, ~~All~~our ~~other~~internal ~~compensation~~control ~~consisted~~over ~~solely~~financial ~~of health care premiums~~reporting.

~~EMPLOYMENT~~Auditor's ~~AGREEMENTS~~Report on Internal Control over Financial Reporting

~~The~~This ~~Company~~Annual ~~signed~~Report andoes ~~employment~~not ~~agreement~~include ~~with~~an ~~Daniel~~attestation L.report ~~Hefner on June 1, 2000 containing a base salary~~ of ~~$60,000; a minimum cash bonus of $15,000 per year and a 4% annual increase of~~ the ~~base~~Company's ~~pay.~~independent ~~Stock~~registered ~~options~~public ~~are~~accounting ~~granted~~firm onregarding ~~the~~internal ~~signing~~control ~~and~~over ~~June~~financial ~~1 of each contract year at the rate of 100,000 common share equivalents~~reporting. ~~The~~Management's ~~contract~~report ~~also~~was ~~provided~~not ~~for~~subject ato ~~$750~~attestation ~~per~~by ~~month car allowance and~~ the ~~payment~~Company's ofregistered ~~all~~public ~~insurance,~~accounting ~~fuel~~firm ~~and~~pursuant ~~maintenance costs and all perquisites related~~ to ~~health,~~temporary ~~dental,~~rules ~~life or disability as may be offered to the executive management staff. All other provisions~~ of the ~~previous~~Securities ~~contract related to capital raises or warrant or exercise revenue were omitted except for the termination provisions stated above. This agreement expired in 2004~~ and ~~Mr.~~Exchange ~~Hefner~~Commission ~~served~~that ~~without~~permit ~~agreement until 2006. In 2006,~~ the ~~Compensation~~Company ~~Committee~~to ~~recommended,~~provide ~~and~~only ~~the~~management's ~~Board~~report ~~of Directors approved, an increase~~ in ~~base salary to $150,000 annually, retroactive to June 2004,~~ this ~~agreement~~Annual ~~remains in effect~~Report.

~~Based~~ITEM ~~upon the recommendation of the Compensation Committee and approval by the Board of Directors, the Company signed an employment agreement with Robert E~~9B. ~~Maxwell,~~OTHER ~~Chairman of the Board to mirror that received by Mr. Hefner.~~INFORMATION

~~DIRECTOR COMPENSATION~~None

~~Directors~~14 ofBack ~~the~~to Company who are not employees or consultants do not receive any compensation for their services as members of the Board of Directors, but are reimbursed for expenses incurred in connection with their attendance at meetings of the Board of Directors.TOC

~~COMPENSATION~~PART ~~COMMITTEE~~III

~~Robert~~ITEM E. Maxwell, Daniel L. Hefner and Frank Puissegur are members of the Compensation Committee, which reviews and makes recommendations with respect to compensation of officers, employees and consultants, including the granting of options under the Company’s Non Qualifying Stock Option Plan approved effective July 10~~, 2002 and the Employee Stock Incentive Plan approved effective May 27, 2003~~. ~~Additionally~~DIRECTORS, ~~the~~EXECUTIVE ~~committee~~OFFICERS ~~reviews~~AND ~~executive~~CORPORATE ~~compensation and makes recommendations to the Board of Directors.~~GOVERNANCE

~~NONQUALIFYING~~The ~~STOCK~~following ~~OPTION~~table ~~PLAN~~sets forth information about each person who serves as an executive officer or director of the Company:

On July 10, 2002 the Company adopted a Non-qualifying Stock Option/Stock Appreciation Rights Plan and reserved 7,000,000 common shares of stock for employees, officers and consultants. These options are granted by the Board at their discretion. As of February 28, 2015 the Company has 57,400 options available for future issuance under this plan.

Name	Age	Positions with the Company

Robert E. Maxwell	81	Chairman of the Board and Director

John Keena	59	Chief Financial Officer and Director

Daniel L. Hefner	65	Chief Executive Officer, President and Director

William Stamps	74	Director

Harry Willner	62	Director

18Directors of the Company hold office until the earlier of the next annual meeting of the stockholders and until their successors have been duly elected and qualified, or their death, resignation, or removal. Our officers are elected annually by the board of directors to hold office until the next annual meeting of our board and their successors have been duly elected and qualified. There are no family relationships between any of our officers and directors. Set forth below is a description of the business experience during the past five years or more and biographical information for directors and executive officers identified above:

~~EMPLOYEE~~Mr. ~~STOCK~~Maxwell ~~INCENTIVE~~has ~~PLAN~~been a director and the Chairman of the Board of Directors of the Company since June 2000. Mr. Maxwell serves as a consultant to International Machine and Welding, Inc., a subsidiary of the Company. He was the owner/operator of Florida Machine and Welding, Inc., located in Bartow, Florida, for 24 years until the sale of its assets in June 2000. Mr. Maxwell has served on various bank and charitable boards of directors.

~~Effective~~Mr. ~~May~~Keena ~~27,~~has ~~2003,~~been ~~the~~Chief ~~Company~~Financial ~~adopted~~Officer anand ~~employee~~a ~~stock~~director ~~incentive~~of ~~plan (~~the ~~“Plan”)~~Company ~~for~~since ~~the~~March ~~year 2003 that authorizes up to 20~~31,~~000,000~~ ~~shares~~2016. ofMr. ~~common~~Keena ~~stock~~has ~~for~~been ~~grants~~the offounder ~~both~~and ~~incentive~~Chief ~~stock~~Executive ~~options~~Officer and ~~non-qualified~~director ~~stock~~of ~~options~~Best toWay ~~designated~~Auto ~~officers,~~& ~~employees~~Trust Rental, ~~and certain non-employees~~Inc. ~~Effective~~since ~~July~~December ~~2003,~~2015. ~~October~~From ~~2003~~2010 ~~and~~to ~~August 2004~~2014, ~~the~~Mr. ~~Company~~Keena ~~amended~~worked ~~this~~at ~~plan~~Blessed toVeterans, ~~include~~ an ~~additional~~entity ~~20,000,000,~~assisting ~~25,000,000~~the ~~and~~employment ~~20,000,000~~of ~~shares~~veterans ofin ~~common~~the ~~stock,~~United ~~respectively~~States. ~~Effective~~From ~~December~~ 2004, ~~the Company amended the plan~~ to ~~reduce the number of shares of common stock by 7~~2010,~~000,000~~ ~~shares~~Mr. ~~Options~~Keena ~~granted~~was ~~under~~ the ~~Plan~~general ~~must~~manager ~~be exercised within 10 years~~ of ~~the~~Miami ~~date~~Chevrolet ofand ~~grant.~~fleet ~~The~~manager ~~exercise price~~ of ~~options~~over ~~granted may not be less than 85 percent of the fair market value of the stock. As of February 28~~3,000 ~~2015,~~automobiles ~~the~~per ~~Company has no options available for future issuance under this plan~~year.

~~Effective~~Mr. ~~May~~Hefner ~~27,~~has ~~2003,~~been President of the Company ~~also~~since ~~adopted~~September a2002 ~~non-employee~~and ~~directors~~Chief ~~and~~Executive ~~consultants~~Officer ~~retainer~~since ~~stock~~March ~~plan~~2002. ~~for~~He ~~the~~previously ~~year~~served ~~2003.~~as ~~This~~Executive ~~plan~~Vice ~~authorizes~~President upfrom toJune ~~5,000,000~~2000 ~~shares~~to ofJune ~~common~~2001 ~~stock~~and toas beinterim ~~issued~~President infrom ~~the~~June ~~amount~~2001 ofthrough ~~compensation~~February ~~for~~2002. ~~services~~Mr. toHefner ~~directors~~has ~~and~~been ~~consultants~~a atdirector of the ~~deemed~~Company ~~issuance~~since ~~price~~June of2000. ~~not~~Mr. ~~less~~Hefner ~~than~~formerly ~~85%~~served as President of ~~the~~International ~~fair~~Machine ~~market~~and ~~value~~Welding, Inc. He formerly served as President, and is now serving as President of ~~the~~International ~~stock~~Commerce and Finance, Inc. ~~Effective~~an ~~July~~investment/consulting ~~2003,~~company ~~October~~for ~~2003~~manufacturing and ~~December~~technology ~~2004~~companies, ~~the~~and ~~Company~~he ~~amended~~has held this ~~plan~~position tosince ~~include~~August 1999. Mr. Hefner has been active for the past eighteen years as an ~~additional~~independent ~~1,000,000,~~consultant ~~15,000,000~~to ~~and~~individuals ~~7,000,000~~or ~~shares~~business seeking to begin operations or to create turnarounds of ~~common~~existing ~~stock~~business. During the same period, ~~respectively~~Mr. AsHefner ofalso ~~February~~operated ~~28,~~his ~~2015~~own independent real estate brokerage operation where he continues to serve as President and Chief Executive Officer. From March to October 1999, ~~the~~Mr. ~~Company~~Hefner ~~has~~was noChief ~~options~~Operating ~~available~~Officer for ~~future~~Chronicle ~~issuance~~Communications, ~~under~~Inc. ~~this~~(OTCBB: ~~plan~~CRNC), a Tampa based printer.

AtMr. ~~February~~Stamps ~~28,~~has ~~2015,~~been a director of the Company ~~did~~since ~~not~~April 25, 2016. Mr. Stamps have ~~any~~been ~~long-term~~heavily ~~incentive~~involved ~~plans~~in ~~nor~~the ~~had~~car itdealership ~~awarded~~business ~~any~~for ~~restricted~~50 ~~shares~~years toand ~~any~~currently ~~Named~~owns ~~Executive~~Colloniel ~~Officer.~~Nissan, ~~The~~Volkswagen, ~~table~~Subaru ~~set~~and ~~forth~~Hyundai, ~~below~~all ~~contains~~located ~~information~~in ~~with~~Pennsylvania. ~~respect~~He towas ~~the~~a ~~award~~former ofCPA ~~stock~~and ~~options~~is ~~during~~currently the ~~fiscal~~Chief ~~year~~Executive ~~ended~~officer ~~February~~of ~~28,~~Fleet ~~2015~~Way ~~and~~Leasing ~~2014~~Company towhere ~~the~~he ~~Named~~has ~~Executive~~been ~~Officers~~distributing ~~covered~~vehicles byto ~~the~~rental ~~Salary~~fleets ~~Compensation~~across ~~Table~~the United States.

~~OPTION~~Mr. ~~GRANTS~~Willner TOhas ~~NAMED~~been ~~EXECUTIVES~~a INdirector ~~LAST~~of ~~FISCAL~~the ~~YEAR~~Company since April 25, 2016. Mr. Willner has over twenty years of experience managing companies with sales up to $20 million. Mr. Willner is currently one of the partners in Fleetway Leasing Company. Mr. Willner is an experienced banker since 1998, having been a founder, member of the Executive and Loan Committees of United Valley Bank. United Valley Bank completed pooling of interest with Jefferson Bank in Philadelphia. After United Valley Bank, Mr. Willner served as a director of Pennsylvania Business Bank that was purchased by NOVA Bank.

~~During~~15 ~~2015,~~Back ~~the Company did not grant any option awards~~ to ~~our executive officers.~~TOC

~~AGGREGATED~~Additional ~~OPTION/SAR~~Board ~~EXERCISES~~Members INadded ~~LAST~~April ~~FISCAL~~18, ~~YEAR~~2016:

~~AND~~William ~~FISCAL~~Stamps ~~YEAR-END~~has ~~OPTION/SAR~~been ~~VALUES~~heavily involved in the car dealership business for 50 years and currently owns Colloniel Nissan, Volkswagen, Subaru, and Hyundai all located in PA. He was a former CPA and is also the CEO of Fleet Way Leasing Company where he has been distributing vehicles to rental fleets across the USA. Mr. Stamps quoted, "I am very pleased to join the board with other aggressive executives inside of Best Way. I plan to use my knowledge, resources and experiences in the automotive industry to assist this company in franchising Best Way Rentals throughout the USA while also expanding on the core business fundamentals in every way I can."

~~The~~Harry ~~following~~Willner ~~table~~has ~~sets~~20 ~~forth,~~+ ~~for~~years ~~each~~of ~~Named~~experience ~~Executive~~managing ~~Officer~~companies with sales up to $20M while directing a staff of 40 individuals in the ~~Summary~~company. ~~Compensation~~Mr. ~~Table~~Willner ~~who~~is ~~holds~~currently ~~stock~~one ~~options~~of ~~during~~the ~~fiscal~~partners ~~2014,~~in Fleetway Leasing Company and has helped his company earn multiple awards for the ~~number~~Best ofVehicle ~~stock~~Leasing ~~options~~Company ~~held~~in onPhiladelphia. ~~February~~Mr. 28Willner states, ~~2015~~"While managing sub-prime credit portfolios for 250 customers and ~~the~~overseeing ~~realizable~~a ~~gain~~$13M ofbudget, ~~stock~~I ~~options~~plan ~~that~~to ~~are~~bring ~~“in-~~exceptional expertise to the~~-money~~ table in many different avenues.”"

~~SharesAcquired~~AUDIT or Number of Securities Underlying Unexercised Options at Fiscal Year End Value of Unexercised In-the-Money Options At Fiscal Year End Name Exercised (#) Value Realized Exercisable (#) Unexercisable (#) Exercisable $ Unexercisable $ - - - - - -COMMITTEE

19The Audit Committee consists of John Keena and Robert Maxwell. The Audit Committee selects the independent auditors; reviews the results and scope of the audit and other services provided by the Company's independent auditor. The Audit Committee also reviews and evaluates the Company's internal control functions. The board of directors has determined that the audit committee does not have an independent "financial expert"; as such term is defined under federal securities law.

~~ITEM~~CODE ~~12. SECURITY OWNERSHIP~~ OF ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~ETHICS

~~The~~We ~~following~~have ~~table~~adopted ~~sets~~a ~~forth~~code ~~certain~~of ~~information~~ethics ~~regarding~~meeting the ~~beneficial~~requirements ~~ownership~~ of ~~the~~Section ~~Company’s~~406 ~~outstanding~~of ~~Common~~the ~~Stock~~Sarbanes-Oxley asAct of ~~February~~2002. ~~28,~~We ~~2015,~~believe ~~by:~~our ~~(i)~~code ~~each director and nominee for director~~ of ~~the~~ethics ~~Company,~~is ~~(ii)~~reasonably ~~each~~designed ~~Named~~to ~~Executive~~deter ~~Officer,~~wrong ~~(iii)~~doing ~~all directors~~ and ~~executive~~promote ~~officers~~honest ofand ~~the~~ethical ~~Company~~conduct; asprovide afull, ~~group~~fair, ~~and~~accurate, ~~(iv)~~timely ~~each~~and ~~person~~understandable ~~known~~disclosure toin ~~the~~public ~~Company~~reports; ~~beneficially~~comply ~~owning~~with ~~more~~applicable ~~than~~laws; 5%ensure ofprompt ~~the~~internal ~~outstanding~~reporting ~~Common~~of ~~Stock.~~violations; ~~Except as otherwise indicated, the persons named in the table have sole voting~~ and ~~investment~~provide ~~power~~accountability ~~with~~for ~~respect~~adherence to ~~all~~the provisions of the ~~Common~~code ~~Stock~~of ~~owned by them~~ethics.

Name and Address or Number in Group	Amount and Nature of Beneficial Ownership(1)		Percentage of Class(2)
Directors and Executive Officers
Robert E. Maxwell (3) 1400 Chamber Drive Bartow, FL		440,837,595	38.08	%
Frank D. Puissegur 1400 Chamber Drive Bartow, FL		3,000,000	0.0029	%**
Daniel L. Hefner (4) 1400 Chamber Dr. Bartow, FL		516,496,499	44.61	%
All Directors and Executive Officers as a Group (3 persons)(5)			82.69	%

ITEM 11. EXECUTIVE COMPENSATION

~~_____________~~ The following summary compensation table sets forth cash and non-cash compensation awarded, paid or accrued, for the past two fiscal years of the Company's Chief Executive Officers, and all other, if any, whose total annual compensation exceeded $100,000 for the past three fiscal years (collectively, the " Named Executive Officers").

(**)	Less than 1%
(1)	In accordance with Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner of a security for purposes of the rule if he or she has or shares voting power or dispositive power with respect to such security or has the right to acquire such ownership within sixty days. As used herein, “voting power” is the power to vote or to direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest therein.
(2)	In calculating the percentage ownership for a given individual or group, the number of shares of Common Stock outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.
(3)	Includes (a) 348,360 shares of Common Stock held by his spouse Barbara Maxwell, (b) 92,212,681 shares of Common Stock beneficially owned as the President of International Commerce and Finance, Inc.
(4)	Includes (a) 36,946,360 shares of Common Stock held personally
(5)	Total shares controlled by all directors and executive officers as a group.

Back to TOC

20SUMMARY COMPENSATION TABLE

The Company has two classes of preferred stock outstanding comprised of 102 shares of Series A Preferred Stock and 3,944 shares of Series B Preferred Stock. Each outstanding class of preferred stock has voting rights and is convertible into Common Stock. Each share of Series A Preferred Stock converts to 1,289 shares of Common Stock and votes on an as converted basis. 3,207 shares of Series B Preferred Stock is convertible into 641,400 shares of Common Stock and 737 Series B Preferred Shares convert into 737,000 shares of Common Stock and votes on an as converted basis.

Name Principal Positions	Year Ended	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($) (A)		All Other Compensation ($)		Total ($)

Daniel Hefner,	2016		150,000		—		—		—		—		150,000
President and	2015		150,000		—		—		—		—		150,000
Chief Executive Officer	2014		150,000		—		—		—		—		150,000

Robert Maxwell,	2016		150,000		—		—		—		—		150,000
Chairman of the Board	2015		150,000		—		—		—		—		150,000
	2014		150,000		—		—		—		—		150,000

Frank Puissegur (1)	2016		—		—		—		—		—		—
Chief Financial Officer	2015		—		—		—		—		—		—
	2014		—		—		—		—		—		—

Gerald Hoak, of 235 Deerfield Drive, Pottsville, PA 17901, owner of 20 shares or 19.61% of Series A Preferred Stock, and Merit Capital Associates, (substantially owned by Russ and Sylvia Newton) of 1221 Post Road East, Westport, CT 06880 owner of 40 shares or 39.22% of Series A Preferred Stock are the only owners of more than 5% of the class. No director or officer is the beneficial owner of any of the Series A or Series B Preferred Stock._____________

~~Beneficial~~(1) ~~Voting~~Mr. ~~Power~~Puissegur ~~Held~~resigned as an officer and director on March 31, 2016 in conjunction with the acquisition of Best Way Auto and Truck Rental, Inc.

The ~~following~~Company ~~table~~does ~~sets~~not ~~forth~~have ~~the~~any ~~voting power in the Company’s equity securities~~annuity, ~~as of February 28~~retirement, ~~2015 held by: (i) each director of the Company~~pension, ~~(ii)~~deferred ~~each~~or ~~Named~~incentive ~~Executive~~compensation ~~Officer,~~plan ~~(iii)~~or ~~all~~arrangement ~~directors~~under ~~and~~which any executive officers asare aentitled ~~group~~to benefits, ~~and~~nor ~~(iv)~~does ~~each person known by~~ the Company tohave ~~own~~any ~~more~~long-term ~~than~~incentive 5%plan ofpursuant ~~any~~to ~~class~~which ofperformance ~~outstanding~~units ~~equity~~or ~~security~~other forms of ~~the~~compensation ~~Company~~are paid. ~~The~~Executive ~~voting~~officers ~~power~~may ~~set~~participate ~~forth~~ in ~~this~~group ~~table~~life, ishealth ~~the~~and ~~beneficial~~hospitalization ~~voting~~plans ~~power~~if ~~held, directly~~ and ~~indirectly,~~when by such ~~person~~plans asare ofavailable ~~the~~generally ~~date~~to ~~indicated~~all ~~assuming no conversion of the preferred stock (i~~employees.~~e.,~~ ~~includes~~All ~~shares~~other ~~that~~compensation ~~may~~consisted besolely ~~acquired within 60 days by reason~~ of ~~option~~health orcare ~~warrant exercise but not those that could be obtained upon conversion of preferred stock)~~premiums.

Name	Percent of Outstanding Voting Power Held(1)
Directors and Executive Officers
Robert E. Maxwell (3)		38.09	%
Frank Puissegur		*
Daniel L. Hefner (2)		44.63	%
All directors and executive officers as a group (3 persons)		82.72	%
International Commerce and Finance (4)		22.45	%

DIRECTOR COMPENSATION

~~______________~~Directors of the Company who are not employees or consultants do not receive any compensation for their services as members of the Board of Directors, but are reimbursed for expenses incurred in connection with their attendance at meetings of the Board of Directors.

*COMPENSATION ~~Less than 1%~~COMMITTEE

(1)	Based upon 1,157,290,573 outstanding shares of common stock, 102 outstanding shares of Series A Preferred Stock and 3,944 outstanding shares of Series B Preferred Stock. Each share of Common Stock is entitled to one vote per share. Each outstanding share of Series A Preferred Stock is entitled to 1,289 votes. 3,207 shares of Series B Preferred Stock are entitled to 200 votes per share and 737 shares of Series B Preferred are entitled 1,000 votes each. Accordingly, as of February 28, 2004, the Series A Preferred Stock and Series B Preferred Stock are entitled to an aggregate of 131,478 votes and 1,378,400 votes, respectively. Voting rights are calculated in the same manner described in footnote 2 to table above disclosing the Security Ownership of Management and Certain Beneficial Owners (“Beneficial Ownership Table”). Totals could exceed 100% due to such calculations and overlapping beneficial voting rights held between holders as set forth herein.
(2)	Consisting of 414,955,105 shares of Common Stock.
(3)	Includes 348,360 shares of Common Stock held by his spouse Barbara Maxwell, and 1,376,671 shares of Common Stock beneficially owned by CALB.
(4)	Consisting of 259,833,285 shares of Common Stock.

Robert E. Maxwell, Daniel L. Hefner and John Keena are members of the Compensation Committee, which reviews and makes recommendations with respect to compensation of officers, employees and consultants, including the granting of options under the Company's Non Qualifying Stock Option Plan approved effective July 10, 2002 and the Employee Stock Incentive Plan approved effective May 27, 2003. Additionally, the committee reviews executive compensation and makes recommendations to the Board of Directors.

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~~ITEM~~NONQUALIFYING ~~13.~~STOCK ~~CERTAIN~~OPTION ~~RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~PLAN

~~STOCKHOLDERS~~On ~~AGREEMENT~~July 10, 2002 the Company adopted a Non-qualifying Stock Option/Stock Appreciation Rights Plan and reserved 7,000,000 common shares of stock for employees, officers and consultants. These options are granted by the Board at their discretion. As of February 29, 2016 the Company has 57,400 options available for future issuance under this plan.

AEMPLOYEE ~~Stockholders~~STOCK ~~Agreement~~INCENTIVE dated April 9, 1998 was entered into among ULLICO, the Company, David N. DeBaene, Annette DeBaene, Norman DeBaene, Thomas Lisi, and Steve Panneton (each, a “Holder”). The Stockholders Agreement provides that the Company shall have a right of first refusal before any Holder may transfer any shares of Common Stock. ULLICO has a right of second refusal and co-sale rights; if the Company does not elect to buy all of the securities it is offered. If ULLICO enters into an agreement to transfer, sell or otherwise dispose of all of its Preferred Stock, Warrants and any Common Stock issued upon conversion or exercise of the former (such agreement referred to as a “Tag-Along Sale”), each Holder has the right to participate in the Tag-Along Sale. If ULLICO, alone or with another person, accepts an offer from any party who is unaffiliated with it to purchase any of ULLICO’s shares which results in such party having the ability to elect a majority of the Company’s Board of Directors, then, at the request of ULLICO, each Holder shall sell all shares of Common Stock held by such Holder (referred to as a “Drag-Along Sale”).PLAN

~~During~~At ~~the years ended~~ February 2829, ~~2015~~2016, ~~and~~the ~~2014,~~Company ~~two~~did ~~executives~~not ~~who~~have ~~are~~any ~~stockholders~~long-term ofincentive ~~the~~plans ~~Company~~nor ~~deferred~~had ~~$232,400~~it ~~and~~awarded ~~$167,600,~~any ~~respectively,~~restricted ofshares ~~compensation~~to ~~earned~~any ~~during~~Named ~~the~~Executive ~~year~~Officer. ~~During~~The ~~the~~table ~~year~~set ~~end,~~forth ~~these~~below ~~executives~~contains ~~agreed~~information towith ~~convert~~respect ~~$300,000~~to ofthe ~~deferred~~award ~~compensation into 117,647,098 shares~~ of ~~restricted common~~ stock. ~~The~~options ~~balance~~during ~~due~~the tofiscal ~~stockholders~~year atended February 28, 2015 ~~totaled~~and ~~$1,601,910.~~2014 ~~The~~to ~~amounts~~the ~~are~~Named ~~unsecured,~~Executive ~~non-interest~~Officers ~~bearing,~~covered ~~and~~by ~~have~~the noSalary ~~specific~~Compensation ~~repayment terms~~Table.

~~The~~OPTION ~~above~~GRANTS ~~amounts~~TO ~~are~~NAMED ~~not~~EXECUTIVES ~~necessarily~~IN ~~indicative~~LAST ofFISCAL ~~the amounts that would have been incurred had comparable transactions been entered into with independent parties.~~YEAR

~~ITEM~~During ~~14.~~2016, ~~PRINCIPAL~~the ~~ACCOUNTING~~Company ~~FEES~~did ~~AND~~not ~~SERVICES~~grant any option awards to our executive officers.

~~Audit~~AGGREGATED ~~Fees~~OPTION/SAR EXERCISES IN LAST FISCAL YEAR

~~During~~AND ~~2015~~FISCAL ~~and 2014, we were billed by our accountant, Messineo & Co., CPAs, LLC, approximately $13,500 and $18,500 for audit and review fees associated with our 10~~YEAR-KEND ~~and~~OPTION/SAR ~~10-Q filings.~~VALUES

~~Audit~~The ~~related~~following ~~fees~~table sets forth, for each Named Executive Officer in the Summary Compensation Table who holds stock options during fiscal 2016 and 2015.

~~None~~Shares Number of SecuritiesUnderlying UnexercisedOptions at Fiscal Year End Value of UnexercisedIn-the-Money Options AtFiscal Year End Name Acquired orExercised (#) ValueRealized Exercisable(#) Unexercisable(#) Exercisable$ Unexercisable$ - - - - - -

~~Tax~~18 ~~Fees~~Back to TOC

~~None~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~All~~The ~~Other~~following ~~Fees~~table sets forth certain information regarding the beneficial ownership of the Company's outstanding Common Stock as of February 29, 2016, by: (i) each director and nominee for director of the Company, (ii) each Named Executive Officer, (iii) all directors and executive officers of the Company as a group, and (iv) each person known to the Company beneficially owning more than 5% of the outstanding Common Stock. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all of the Common Stock owned by them.

None

Name and Address or Number in Group	Amount and Nature of Beneficial Ownership (1)		Percentage of Class (2)
Directors and Executive Officers

Robert E. Maxwell (3) 1400 Chamber Drive Bartow, FL		440,837,595		38.08	%

Daniel L. Hefner (4) 1400 Chamber Dr. Bartow, FL		516,496,499		44.61	%

John Keena 9816 Gilespie St. Las Vegas, N 89183		0		0.00	%

William Stamps 336 West Street Road Feasterville, PA 19053		0		0.00	%

Harry Willner 336 West Street Road Feasterville, PA 19053		0		0.00	%

All Directors and Executive Officers as a Group (5 persons)(5)				82.69	%

~~Audit Committee Pre-Approval Process, Policies and Procedures~~___________

Our principal auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our Audit Committee. Our principal auditors have informed our Audit Committee of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our Audit Committee, or one or more members of our Audit Committee for the members of our Board of Directors to whom authority to grant such approval had been delegated by the Audit Committee, prior to commencing such services.

(**)	Less than 1%
(1)	In accordance with Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner of a security for purposes of the rule if he or she has or shares voting power or dispositive power with respect to such security or has the right to acquire such ownership within sixty days. As used herein, "voting power" is the power to vote or to direct the voting of shares, and "dispositive power" is the power to dispose or direct the disposition of shares, irrespective of any economic interest therein.
(2)	In calculating the percentage ownership for a given individual or group, the number of shares of Common Stock outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.
(3)	Includes (a) 348,360 shares of Common Stock held by his spouse Barbara Maxwell, (b) 92,212,681 shares of Common Stock beneficially owned as the President of International Commerce and Finance, Inc.
(4)	Includes (a) 36,946,360 shares of Common Stock held personally
(5)	Total shares controlled by all directors and executive officers as a group.

22The Company has two classes of preferred stock outstanding comprised of 102 shares of Series A Preferred Stock and 3,944 shares of Series B Preferred Stock. Each outstanding class of preferred stock has voting rights and is convertible into Common Stock. Each share of Series A Preferred Stock converts to 1,289 shares of Common Stock and votes on an as converted basis. 3,207 shares of Series B Preferred Stock is convertible into 641,400 shares of Common Stock and 737 Series B Preferred Shares convert into 737,000 shares of Common Stock and votes on an as converted basis.

~~ITEM~~19 ~~15.~~Back ~~EXHIBITS~~to ~~AND FINANCIAL STATEMENT SCHEDULES~~TOC

~~List~~Gerald Hoak, of ~~Exhibits~~235 Deerfield Drive, Pottsville, PA 17901, owner of 20 shares or 19.61% of Series A Preferred Stock, and Merit Capital Associates, (substantially owned by Russ and Sylvia Newton) of 1221 Post Road East, Westport, CT 06880 owner of 40 shares or 39.22% of Series A Preferred Stock are the only owners of more than 5% of the class. No director or officer is the beneficial owner of any of the Series A or Series B Preferred Stock.

~~(a)~~Beneficial ~~The~~Voting ~~exhibits~~Power ~~that are filed with this report or that are incorporated herein by reference are set forth in the Exhibit Index below:~~Held

~~EXHIBIT~~The ~~INDEX~~following table sets forth the voting power in the Company's equity securities, as of February 29, 2016 held by: (i) each director of the Company, (ii) each Named Executive Officer, (iii) all directors and executive officers as a group, and (iv) each person known by the Company to own more than 5% of any class of outstanding equity security of the Company. The voting power set forth in this table is the beneficial voting power held, directly and indirectly, by such person as of the date indicated assuming no conversion of the preferred stock (i.e., includes shares that may be acquired within 60 days by reason of option or warrant exercise but not those that could be obtained upon conversion of preferred stock).

Incorporated Documents	SEC Exhibit Reference		Sequentially Numbered
Name	Percent ofOutstandingVotingPower Held(1)
31.1	Certification of the Chief Financial Officer
Directors and Executive Officers
31.2	Certification of the Chief Executive Officer
Robert E. Maxwell (3)		38.09	%
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
John Keena	*
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
Daniel L. Hefner (2)		44.63	%
William Stamps	*
Harry Willner	*
All directors and executive officers as a group (5 persons)		82.72	%
International Commerce and Finance, Inc. (4)		22.45	%

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_________

~~________________~~ * Less than 1%

**(1) ~~XBRL~~Based ~~(Extensible~~upon ~~Business~~1,157,290,573 ~~Reporting~~outstanding ~~Language)~~shares ~~information~~of iscommon ~~furnished~~stock, 102 outstanding shares of Series A Preferred Stock and ~~not~~3,944 ~~filed~~outstanding orshares aof ~~part~~Series B Preferred Stock. Each share of aCommon ~~registration~~Stock ~~statement~~is orentitled ~~prospectus~~to ~~for~~one ~~purposes~~vote ofper ~~Sections~~share. 11Each oroutstanding 12share of ~~the~~Series ~~Securities~~A ~~Act~~Preferred ofStock ~~1933~~is entitled to 1,289 asvotes. ~~amended~~3,207 isshares ~~deemed~~of ~~not~~Series ~~filed~~B ~~for~~Preferred ~~purposes~~Stock are entitled to 200 votes per share and 737 shares of ~~Section~~Series 18B Preferred are entitled 1,000 votes each. Accordingly, as of February 28, 2015, the ~~Securities~~Series ~~Exchange~~A ~~Act~~Preferred Stock and Series B Preferred Stock are entitled to an aggregate of ~~1934~~131,478 asvotes ~~amended~~and 1,378,400 votes, respectively. Voting rights are calculated in the same manner described in footnote 2 to table above disclosing the Security Ownership of Management and ~~otherwise~~Certain isBeneficial ~~not~~Owners ~~subject~~("Beneficial Ownership Table"). Totals could exceed 100% due to ~~liability~~such ~~under~~calculations ~~these~~and ~~sections~~overlapping beneficial voting rights held between holders as set forth herein.

(b2) ~~Reports~~Consisting onof ~~Form~~414,955,105 ~~8-K~~shares of Common Stock.

None

(3)	Includes 348,360 shares of Common Stock held by his spouse Barbara Maxwell, and 1,376,671 shares of Common Stock beneficially owned by CALB.

(4)	Consisting of 259,833,285 shares of Common Stock. The corporation is controlled by Robert Maxwell and Daniel Hefner, officers and directors of Company

2320 Back to TOC

~~SIGNATURES~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

InSTOCKHOLDERS ~~accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~AGREEMENT

	AMERICAN COMMERCE SOLUTIONS, INC.
Date: June 4, 2015	By:	/s/ Daniel L. Hefner
		Daniel L. Hefner President
Date: June 4, 2015	By:	/s/ Frank D. Puissegur
		Frank D. Puissegur CFO and Chief Accounting Officer

A Stockholders Agreement dated April 9, 1998 was entered into among ULLICO, the Company, David N. DeBaene, Annette DeBaene, Norman DeBaene, Thomas Lisi, and Steve Panneton (each, a "Holder"). The Stockholders Agreement provides that the Company shall have a right of first refusal before any Holder may transfer any shares of Common Stock. ULLICO has a right of second refusal and co-sale rights; if the Company does not elect to buy all of the securities it is offered. If ULLICO enters into an agreement to transfer, sell or otherwise dispose of all of its Preferred Stock, Warrants and any Common Stock issued upon conversion or exercise of the former (such agreement referred to as a "Tag-Along Sale"), each Holder has the right to participate in the Tag-Along Sale. If ULLICO, alone or with another person, accepts an offer from any party who is unaffiliated with it to purchase any of ULLICO's shares which results in such party having the ability to elect a majority of the Company's Board of Directors, then, at the request of ULLICO, each Holder shall sell all shares of Common Stock held by such Holder (referred to as a "Drag-Along Sale").

24During the years ended February 29, 2016 and February 28, 2015, two executives who are stockholders of the Company deferred $231,899 and $232,400, respectively, of compensation earned during the year. The balance due to stockholders at February 29, 2016 totaled $1,833,809. The amounts are unsecured, non-interest bearing, and have no specific repayment terms.

Note receivable, related party balance at February 29, 2016 and February 28, 2015 is $1,009,792 is due on demand and can be settled by the related party through the issuance of common stock and therefore, no allowance is considered necessary.

Due from related party balance at February 29, 2016 and February 28, 2015 is $893,714 and $803,585, respectively, is due on demand and can be settled by the return of the Company's common stock by the two executives and therefore, no allowance is considered necessary.

In 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 $0.0051 per share.

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

On May 27, 2016, the Company ceased operation of its wholly-owned subsidiary, International Machine and sold substantially all of its assets, including real estate and certain machines. Other assets will be sold at auction. The projected gross sale is expected to be $1.6M, more or less. This sale and the anticipated final documentation of the Best Way acquisition will transfer ownership of International Machine to Robert Maxwell and Daniel Hefner, officer and directors of the Company or their assigns in exchange for return of stock and/or reduction of monies owed to Messrs. Maxwell and Hefner.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

During 2016 and 2015, we were billed by our former accountant, Messineo & Co., CPAs, LLC, approximately $18,500 and $6,500 for audit and review fees associated with our 10-K and 10-Q filings.

During 2016 we were billed by our accountant, Stevenson & Co., CPAs, LLC, approximately $36,000 for audit and review fees associated with our 10-K and 10-Q filings.

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Audit related fees

None

Tax Fees

None.

All Other Fees

None

Audit Committee Pre-Approval Process, Policies and Procedures

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) List of Financial statements included in Part II hereof

Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations and Comprehensive Income (Loss)			F-4
Consolidated Statements of Changes in Stockholders' Equity			F-5
Consolidated Statements of Cash Flows			F-6
Notes to Consolidated Financial Statements			F-7

(a)(2) List of Financial Statement schedules included in Part IV hereof: None

(a)(3) Exhibits

The exhibits that are filed with this report are set forth in the Exhibit Index below:

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EXHIBIT INDEX

Incorporated Documents	SEC Exhibit Reference	Sequentially Numbered

31.1	Certification of the Chief Financial Officer

31.2	Certification of the Chief Executive Officer

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

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

__________

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

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN COMMERCE SOLUTIONS, INC.

Date: June 15, 2016	By:	/s/ Daniel L. Hefner
		Daniel L. Hefner President, Director

Date: June 15, 2016	By:	/s/ John Keena
		John Keena CFO and Chief Accounting Officer, Director

Date: June 15, 2016	By:	/s/ Robert Maxwell, Sr.
		Robert Maxwell, Sr.
		Director

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