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| | Business Summary: American Commerce Solutions, Inc., through its subsidiaries, provides specialized machining services for the heavy industry; and manufactures motorcycle trailers with fiberglass bodies primarily in the United States. It operates in two segments, Manufacturing and Fiberglass. | | | Address 1400 Chamber Drive
Bartow
, FL 33830
Phone: 863-533-0326
Fax: 863-533-0327
Website: http://www.aacssymbol.com
| | | Transfer Agent |
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Jersey Transfer & Trust Co.
| Employees: 24 ShareHolders: 1204 | Founded: 1991 Domicile: Delaware | | | |
| | American Commerce Solutions, Inc., through its subsidiaries, provides specialized machining services for the heavy industry; and manufactures motorcycle trailers with fiberglass bodies primarily in the United States. It operates in two segments, Manufacturing and Fiberglass. The Manufacturing segment offers specialized machining of components and machinery repair to industries, such as aerospace, agricultural processing, chemical, defense, mining, maritime, and power generation. This segment also offers heavy equipment service, which includes repair and bonded rebuilds of engines, tracks, undercarriages, transmissions, final drives, and hydraulic systems on heavy equipment from the heavy construction industry, including bulldozers, scrapers, loaders, excavators, tractors, and rollers; and sells used equipment. In addition, it sells replacement parts to the heavy equipment market, directly to the end user. The Fiberglass segment produces and sells a line of fiberglass trailers for the transportation of motorcycles, ATVs, personal watercraft, small vehicles, vending, mobile fiber optic workstations, utility, and other specialized applications. Its trailers are available in both open and enclosed configurations, as well as with optional features, such as custom interiors and sleeper options. This segment also provides non warranty repairs and modification of existing trailers. The company, formerly known as JD American Workwear, Inc., was founded in 1991 and is based in Bartow, Florida. | | History: INCORPORATED in Delaware Jan. 19, 1994, under the name Jaque DuBois, Inc. to merge a Rhode Island company of the same name (Predecessor) in 1994, on the basis of each Predecessor Common share being exchanged for 1,000 Common shares of the company. Name changed to JD American Workwear, Inc. July 11, 1995; and to American Commerce Solutions, Inc. Jan. 1, 2001.
Predecessor was incorporated May 1, 1991.
In June 2000, completed the acquisition of Patina Corp. and its subsidiary, International Machine and Welding, for $4,500,000. The acquisition was funded by 9,800 Ser. C Conv. Preferred shares.
Also in June 2000, acquired Rhode Island Truck and Equipment Corp. for 200,000 Common shares, in a transaction valued at about $200,000. | | | | Subsidiaries: |
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International Machine and Welding, Inc.
| | | | | | Capital Expenditures, thousand. US Dollars |
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| Year | Amount | | 2007 | 78 |
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Management
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| Officers | Position |
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| Robert E. Maxwell | Chairman | | Daniel L. Hefner | President & Chief Executive Officer | | Frank D. Puissegur | Chief Financial Officer & Chief Accounting Officer | | Steven D. Smith | Exec VP |
| | Directors |
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| Daniel L. Hefner | | Robert E. Maxwell | | Andrew Mueller | | Frank D. Puissegur | | | |
| | | | Capitalization as of 02/28/2007: | | | | | Authorized Shares | Outstanding Shares |
|---|
| Common $0.002 par | 350,000,000 | 239,539,317so1 | | Preferred $0.001 par | 5,000,000 | 4,046so2 |
| | | | LONG TERM DEBT: $748,037. | | | | Common $0.002 par | | | |
Stockholders:
02/28/2007,
1204.
| | PRINCIPAL STOCKHOLDERS: February 28, 2007, Robert E. Maxwell owned or controlled 29.6% of the Common. | | | |
Transfer Agent: Jersey Transfer & Trust Co.
Verona
, NJ | | | | OTC Bulletin Board( Primary): AACS | | | | Exchange | Year | High | Low |
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| OTC Bulletin Board | 2007 | 0.0200 | 0.0000 | | OTC Bulletin Board | 2006 | 0.0270 | 0.0070 | | OTC Bulletin Board | 2005 | 0.0350 | 0.0130 | | OTC Bulletin Board | 2004 | 0.0430 | 0.0021 | | OTC Bulletin Board | 2003 | 0.0800 | 0.0100 | | OTC Bulletin Board | 2002 | 0.3100 | 0.0300 | | OTC Bulletin Board | 2001 | 1.5000 | 0.0500 | | Over The Counter | 2000 | 1.2500 | 0.0010 | | OTC Bulletin Board | 1999 | 4.1875 | 1.3125 | | OTC Bulletin Board | 1998 | 5.5000 | 2.8750 |
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| | | | DIVIDENDS: Common $0.002 par: None. | | | | | |
so1Incl. shares in treas. | |
so2Closely held. Consists of 102 shares of Series A (liquidation preference, $376,125) and 3,944 shares of Series B (liquidation preference, $3,944,617). Each share of Series A is convertible into 1,289 Common shares. Each share of Series B is convertible into 1,000 Common shares. | |
| | Annual Report |
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| | | Income Statement | |
| 2008 | 2007 |
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| Net sales | $2,850,768 | $2,351,288 | | Cost of goods sold | 1,637,314 | 1,511,995 | | Gross profit | 1,213,454 | 839,293 | | Selling, general and administrative expenses | 2,057,215 | 2,151,609 | | Loss from operations | (843,761) | (1,312,316) | | Other (expense) income: |
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| | Other | 707 | 12,239 | | Interest expense | (193,192) | (150,311) | | Total other (expense) income | (192,485) | (138,072) | | Net loss | $(1,036,246) | $(1,450,388) | | Net loss per common share | $(0.00) | $(0.01) | | Weighted average number of common shares outstanding | 249,565,938 | 237,735,752 | | Operating Income As Calculated |
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| | Depr. and Amort. |
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| | Fixed Charges Coverage: |
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| | Available for Fixed Charges |
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| | Gross Fixed Charges |
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| | Fixed Charges Times Earnings |
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| | Fixed Charges Coverages and Preferred Dividends Times Earnings |
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| | Capital Expenditures |
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| | Research & Development Expenditures |
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| | | | Balance Sheet | |
| 2008 |
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| Assets |
| | Current assets: |
| | Cash | $6,461 | | Accounts receivable, net of allowance of $1,328 | 36,260 | | Accounts receivable, factored | 57,104 | | Inventories | 210,096 | | Other receivables | 47,123 | | Other current assets | 39,699 | | Total current assets | 396,743 | | Property and equipment, net of accumulated depreciation of $2,630,808 | 4,702,248 | | Intangible assets, net of accumulated amortization of $166,778 | 23,222 | | * | $5,122,213 | | Liabilities and Stockholders? Equity |
| | Current liabilities: |
| | Current portion of notes payable | $1,349,377 | | Current portion of notes payable, related party | 591,336 | | Bank overdraft | 6,571 | | Accounts payable; including related party balances of $216,158 | 507,290 | | Accrued expenses | 178,377 | | Accrued interest | 208,456 | | Deferred revenue | 116,655 | | Total current liabilities | 2,958,062 | | Notes payable, net of current portion | 44,867 | | Due to stockholders | 1,075,110 | | Total Liabilities | 4,078,039 | | Stockholders? equity: |
| | Preferred stock, total authorized 5,000,000 shares: |
| | Series A; cumulative and convertible; $.001 par value; 600 shares authorized; 102 shares issued and outstanding; |
| | liquidating preference $376,125 |
| | Series B; cumulative and convertible; $.001 par value; 3,950 shares authorized; 3,944 shares issued and outstanding; |
| | liquidating preference $3,944,617 | 3 | | Common stock; $.002 par value; 350,000,000 shares authorized; 251,272,293 shares issued; 250,750,293 shares |
| | outstanding | 502,545 | | Additional paid-in capital | 19,068,088 | | Stock subscription receivable | (10,000) | | Treasury stock, at cost | (265,526) | | Accumulated deficit | (18,250,936) | | Total stockholders? equity | 1,044,174 | | * | $5,122,213 | | Net Working Capital |
| | Equity per Share |
| | Depr. and Amort. Reserve |
| | Preferred Shares Issued |
| | Common Shares Issued |
| | Treasury Shares - Preferred |
| | Treasury Shares - Common |
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| | Interim Report
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| | | Data Not Available | | | | | | | | | |
| | Pro Forma Report
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| | | Data Not Available | | | | | | | | | |
| | Quarterly Report Information
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| | | Quarterly Revenue, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | 770,000 | | 2008 |
2 | 660,000 | | 2008 |
3 | 770,000 | | 2008 |
4 | 650,000 | | 2008 |
Full Year
| 2,850,000 | | 2007 |
1 | 650,000 | | 2007 |
2 | 540,000 | | 2007 |
3 | 560,000 | | 2007 |
Full Year
| 2,350,000 | | 2006 |
1 | 650,000 | | 2006 |
2 | 670,000 | | 2006 |
3 | 490,000 | | 2006 |
Full Year
| 2,300,000 | | 2005 |
1 | 650,000 | | 2005 |
2 | 780,000 | | 2005 |
3 | 740,000 | | 2005 |
Full Year
| 2,750,000 | | 2004 |
1 | 470,000 | | 2004 |
2 | 430,000 | | 2004 |
3 | 490,000 | | 2004 |
Full Year
| 2,100,000 | | 2003 |
1 | 520,000 | | 2003 |
2 | 610,000 | | 2003 |
3 | 650,000 | | 2003 |
Full Year
| 2,210,000 |
| | | | | | Quarterly Net Income, US$ |
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| Year | Quarter | Revenue | | 2007 |
1 | (290,000) | | 2007 |
2 | (260,000) | | 2007 |
3 | (210,000) | | 2007 |
4 | (270,000) | | 2007 |
Full Year
| (1,450,400) | | 2006 |
1 | (330,000) | | 2006 |
2 | (370,000) | | 2006 |
3 | (380,000) | | 2006 |
Full Year
| (922,400) | | 2005 |
1 | (290,000) | | 2005 |
2 | (140,000) | | 2005 |
3 | (190,000) | | 2005 |
Full Year
| (1,278,900) | | 2004 |
1 | (340,000) | | 2004 |
2 | (390,000) | | 2004 |
3 | (390,000) | | 2004 |
Full Year
| (1,644,100) | | 2003 |
1 | (250,000) | | 2003 |
2 | (530,000) | | 2003 |
3 | (500,000) | | 2003 |
Full Year
| (347,900) |
| | | | | | Quarterly EPS, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | Nil | | 2008 |
2 | Nil | | 2008 |
3 | Nil | | 2008 |
4 | Nil | | 2008 |
Full Year
| Nil | | 2007 |
1 | Nil | | 2007 |
2 | Nil | | 2007 |
3 | Nil | | 2007 |
Full Year
| (.01) | | 2006 |
1 | Nil | | 2006 |
2 | Nil | | 2006 |
3 | Nil | | 2006 |
Full Year
| Nil | | 2005 |
1 | Nil | | 2005 |
2 | Nil | | 2005 |
3 | Nil | | 2005 |
Full Year
| (.01) | | 2004 |
1 | (.01) | | 2004 |
2 | (.01) | | 2004 |
3 | (.01) | | 2004 |
Full Year
| (.02) | | 2003 |
1 | (.03) | | 2003 |
2 | (.01) | | 2003 |
3 | .04 | | 2003 |
Full Year
| (.02) |
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