8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2016

American Commerce Solutions, Inc.

(Exact name of registrant as specified in its charter)

Florida	33-98682	05-0460102
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1400 Chamber Drive, Bartow, Florida	33830
(address of principal executive offices)	(zip code)

(863) 533-0326 

(registrant's telephone number, including area code)

Not Applicable 

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2016, we executed a letter agreement pursuant to which we acquired Best Way Auto & Truck Rental, Inc. as a wholly owned subsidiary from 3 Sisters Trust. Best Way Auto & Truck Rental, Inc. - https://bestwayrentalsusa.com. Prior to this transaction, we have had no relationship with 3 Sisters Trust, its beneficiaries or trustees.

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 3 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 Auto & Truck Rental, Inc., we 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.

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.

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 3 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.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

Financial statements for the acquisition of and pro forma financial information covering the acquisition of Best Way Auto & Truck Rental, Inc. as required by Regulation S-X will be filed within 71 calendar days following the date of and by amendment to this report on Form 8-K.

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Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

We issued 342,709,427 shares of our common stock to 3 Sisters Trust in the transaction and for the consideration described in Item 1.01, above. No broker was involved in the transaction, which we negotiated directly with 3 Sisters Trust and did not involve a public offering. We have relied on the exemption from registration of the sale of the shares and from the prospectus delivery requirements provided in Section 4(a)(2) of the Securities Act of 1933.

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

Pursuant to the transaction described in Item 1.01, above, we have and will undergo a change in control as a result of 3 Sisters Trust's acquisition of not less than 51% of our issued and outstanding common stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the transaction described in Item 1.01, above, Frank D. Puissegur will resign as one of our directors and our chief financial officer and John Keena, the founder and Chief Executive Officer of Best Way Auto & Truck Rental, Inc. has been elected as one of our directors and appointed as our chief financial officer.

Section 8 - Other Events

Item 8.01 Other Events.

We issued a press release on April 1, 2016 announcing the transaction described under Item 1.01, above.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. To be filed within 71 calendar days following the date of and by amendment to this report on Form 8-K.

(b) Pro forma financial information. To be filed within 71 calendar days following the date of and by amendment to this report on Form 8-K.

(c) Exhibits

Number	Exhibit
10	Letter Agreement dated March 31, 2016
99	Press release dated April 1, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Commerce Solutions, Inc.
Dated: April 11, 2016	By:	/s/ Daniel L. Hefner
		Daniel L. Hefner
		President

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EX-10

EXHIBIT 10

EX-99

EXHIBIT 99

American Commerce Solutions, Inc. (AACS) Acquires Best Way Auto & Truck Rental

4:00 PM ET 4/1/16 | Marketwired

American Commerce Solutions, Inc. (OTC PINK: AACS) -- Daniel L. Hefner, President and CEO announced today that the company has acquired 100% of Best Way Auto & Truck Rental, Inc.

The executive staff of Best Way have industry experience since 1979, as former executives of Flite Ways Auto Rentals and have operated rental locations in Miami, Orlando, Jacksonville, Ft Lauderdale, and New York with a total fleet of approximately 3000 vehicles represented by 97 employees. After the sale of Flite Ways and a quiet period, the executives formed Best Way Auto & Truck Rentals in December 2015 with a goal of replicating that company's success.

Best Way Auto & Truck Rental currently has 3 locations open and options on an additional 11 locations with plans to expand further onto college campuses where the company's first time buyer program and 3 hour rentals for college students will become readily available. More details about our programs offered can be viewed on our web page, http://www.bestwayrentalsusa.com/

Best Way also owns Auto Dealerships in Boise, Idaho and plans to open an additional five (5) locations within the next six (6) months with franchising available for interested parties.

"This is a great day for Best Way! We are delighted with the opportunities afforded our company as part of American Commerce Solutions, Inc. as a public company. We believe that we bring something new and exciting to both ACS and the industry. Unlike most rental companies, where rental dollars spent disappear, Best Way Rewards program allows every rental dollar spent to be converted into a down payment on one of our rental vehicles with Best Way offering financing for up to 72 months," said John Keena President of Best Way Auto & Truck Rental.

Hefner commented, "We are excited to welcome aboard this aggressive team of professionals and the fast-growing business model that they have perfected. The anticipated growth projected will bring much needed life and enthusiasm to the AACS shareholders and management."

Details on this transaction structure will be released in the near future.

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FORWARD LOOKING STATEMENT

This press release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management's current expectations and are subject to uncertainty and changes in facts and circumstances.

The forward-looking statements herein include statements addressing future financial and operating results of American Commerce Solutions and may include words such as "will," "anticipate," "expect," "believe," "intend," and "should," and other words and terms of similar meaning in connection with any discussions of future operating or financial performance or business prospects. Actual results may vary materially from the expectations contained in the forward-looking statements.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the Company's ability to retain and grow market share and to generate additional cash flow, risks associated with any acquisition or disposition activities, the successful integration of acquired companies, any significant and unanticipated sales decline, changes in business conditions and the economy in general, changes in market demand and pricing pressures, any material changes in the allocation of product or product rebates by suppliers, allocations of products by suppliers, other competitive and/or regulatory factors affecting the businesses of American Commerce Solutions generally.

More detailed information about these and other factors is set forth in American Commerce Solutions filings with the Securities and Exchange Commission, including the Company's reports on Form 10-K, Form 10-Q and Form 8-K. Except as required by law, American Commerce Solutions is under no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

ABOUT BEST WAY AUTO & TRUCK, INC

Our mission is to provide inexpensive, attended and unattended rentals of vehicles for use in large college populated cities while also handling commercial accounts throughout the 14 states that we currently service. With over 70 combined years of executive experience in the rental car field, our goal is to become the best rural rental car business in the United States.

ABOUT AMERICAN COMMERCE SOLUTIONS, INC.

American Commerce Solutions, Inc is a public holding company currently holding two subsidiaries. The company also maintains a strategic partnership with American Fiber Green Products, Inc. Information about ACS may be seen at the company website, www.aacssymbol.com

INVESTOR RELATIONS

Everest Corporate Advisors, Inc.

702-902-2361

SOURCE: American Commerce Solutions, Inc.

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