U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                          COMMISSION FILE NO. 000-26913


                        AMERICAN COMMERCE SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                        3559                  05-0460102
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                    1400 Chamber Drive, Bartow, Florida 33830
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2003
  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2003
                            (Full title of the Plans)

           Daniel L. Hefner, 1400 Chamber Drive, Bartow, Florida 33830
                     (Name and address of agent for service)

                                 (863) 533-0326
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE



===============================================================================================
                                                            Proposed maximum
Title of securities to  Amount to be   Proposed offering   aggregate offering     Amount of
    be registered        registered   price per share (1)         price        registration fee
-----------------------------------------------------------------------------------------------
                                                                        
     Common Stock        15,000,000        $0.04(2)             $600,000            $55.20
     Common Stock         5,000,000        $0.04(3)             $200,000            $18.40
        Total            20,000,000                             $800,000            $73.60
===============================================================================================


1.   The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to Rule  457(h)  promulgated  pursuant  to the
     Securities Act of 1933.
2.   This  Offering  Price  per  Share is  established  pursuant  to the  option
     exercise price set forth in the Employee Stock  Incentive Plan for the Year
     2003, set forth in Exhibit 4.1 to this Form S-8.
3.   This Offering Price per Share is established  pursuant to the  Non-Employee
     Directors and Consultants  Retainer Stock Plan for the Year 2003, set forth
     in Exhibit 4.2 to this Form S-8.

                                     PART I
              Information Required in the Section 10(a) Prospectus

ITEM 1. PLAN INFORMATION.

     See Item 2 below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents  containing the information  specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided a written  statement  notifying  them that upon written or oral request
they  will be  provided,  without  charge,  (i) the  documents  incorporated  by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

          (a) The  Registrant's  latest  annual  report on Form  10-KSB  for the
fiscal year ended February 28, 2002, filed on June 12, 2002.

          (b) The Registrant's quarterly reports on Form 10-QSB for the quarters
ended May 31, 2002, August 31, 2002 and November 30, 2002.

          (c) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Form 10-KSB referred to in (a) above.

          (d) A  description  of the  Registrant's  securities  contained in the
Registration  Statement  on Form 10-SB filed by the  Registrant  to register the
common stock under the Exchange  Act,  including  all  amendments  filed for the
purpose of updating such common stock description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  registration  statement and to be part
thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth  below,  no named  expert or counsel was hired on a
contingent  basis,  will  receive a direct  or  indirect  interest  in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

                                       2

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our bylaws do not contain a provision  entitling  any director or executive
officer to  indemnification  against its liability under the Securities Act. The
Delaware  General  Corporation  Law allows a company to indemnify  our officers,
directors,  employees,  and agents from any  threatened,  pending,  or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  except under  certain  circumstances.  Indemnification  may only
occur if a determination has been made that the officer, director,  employee, or
agent acted in good faith and in a manner,  which such person  believed to be in
the  best  interests  of the  Registrant.  A  determination  may be  made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding  confirmed by opinion of independent  legal  counsel;  or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided the terms and  conditions of these  provisions  under Delaware law
are met,  officers,  directors,  employees,  and agents of the Registrant may be
indemnified  against any cost,  loss,  or expense  arising out of any  liability
under the Securities Act.  Insofar as  indemnification  for liabilities  arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of the  Registrant,  we have been  advised  that in the  opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy and is, therefore, unenforceable.

     Section  145  of the  Delaware  General  Corporation  Law,  stated  herein,
provides further for permissive indemnification of officers and directors.

     (a) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that the
person's conduct was unlawful.

     (b) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification  shall be made in respect of any claim, issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter therein,  such person shall
be  indemnified  against  expenses  (including   attorneys  fees)  actually  and
reasonably incurred by such person in connection therewith.

                                       3

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination shall be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action,  suit or  proceeding,  even though less than a quorum,  or (2) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be  determined  that  such  person  is not  entitled  to be  indemnified  by the
corporation as authorized in this section.  Such expenses (including  attorneys'
fees)  incurred by former  directors and officers or other  employees and agents
may be so paid upon such terms and conditions,  if any, as the corporation deems
appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person against such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders

                                       4

or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits  required by Item 601 of Regulation S-B, and an index thereto,
are attached.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          (a)  (1) To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to this  registration  statement:  (iii) To
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement;

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          (b)  That,  for  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) To deliver or cause to be delivered with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information

          (d) That insofar as indemnification  for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the City of Bartow, Florida, on May 27, 2003.


                                        AMERICAN COMMERCE SOLUTIONS, INC.


                                        By /s/ Daniel L. Hefner
                                           -------------------------------------
                                           Daniel L. Hefner, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


      SIGNATURE                           TITLE                        DATE
      ---------                           -----                        ----

  /s/ Daniel L. Hefner            President and Director            May 27, 2003
------------------------
   Daniel L. Hefner


 /s/ Frank D. Puissegur    Chief Financial Officer and Director     May 27, 2003
------------------------
  Frank D. Puissegur


 /s/ Robert E. Maxwell                   Director                   May 27, 2003
------------------------
   Robert E. Maxwell

                                       6

                                  EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION
-----------                        -----------

   4.1         Employee Stock Incentive Plan for the Year 2003
   4.2         Non-Employee Directors and Consultants Retainer Stock Plan for
               the Year 2003
   5           Opinion Re: Legality
   23.1        Consent of Accountants
   23.2        Consent of Counsel

                                       7