8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 26, 2008 (September 12, 2008)

American Claims Evaluation, Inc.

(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction
of incorporation) 0-14807
(Commission File Number) 11-2601199
(IRS Employer Identification No.)

One Jericho Plaza, Jericho, New York	11753
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 938-8000

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:

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

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

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

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

TABLE OF CONTENTS

EX-23.1: CONSENT OF HOLTZ RUBENSTEIN REMINICK LLP

EX-99.2: UNAUDITED BALANCE SHEET

EX-99.3: AUDITED BALANCE SHEETS

EX-99.4: UNAUDITED PRO FORMA CONSENSED CONSOLIDATED BALANCE SHEET

EXPLANATORY NOTE

This Form 8-K/A amends the Current Report on Form 8-K of American Claims Evaluation, Inc. (“American Claims”) filed on September 16, 2008 (the “Report”) in connection with the consummation of the acquisition by the Company of all the issued and outstanding shares of Interactive Therapy Group Consultants, Inc. (“ITG”). The purpose of this amendment is to provide the financial statements of the business acquired as required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b), which financial statements and information were excluded from the original filing in reliance on Items 9.01(a)(4) and 9.01(b)(2), respectively, of Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

               See disclosure under Item 2.01 below.

Item 2.01 Completion of Acquisition or Disposition of Assets.

               Incorporated herein by reference to Item 2.01 of the Report.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	Filed herewith are the financial statements of ITG for the requisite periods.
(b)	Pro Forma financial information.
	Filed herewith are the pro forma consolidated financial statements of American Claims and ITG.
(d)	Exhibits.

10.10	Stock Purchase Agreement by and among American Claims Evaluation, Inc., John Torrens, Kyle Palin Torrens and Carlena Palin Torrens, dated September 12, 2008. (Filed as an exhibit to the Report and incorporated herein by reference).
23.1	Consent of Holtz Rubenstein Reminick LLP.
99.1	Press Release of American Claims Evaluation, Inc., dated September 16, 2008. (Filed as an exhibit to the Report and incorporated herein by reference).
99.2	The Unaudited Balance Sheet of Interactive Therapy Group Consultants, Inc. as of June 30, 2008 and the related Statements of Operations and Accumulated Deficit and Cash Flows for the six months ended June 30, 2008 and 2007, and the notes thereto.
99.3	The Audited Balance Sheets of Interactive Therapy Group Consultants, Inc. as of December 31, 2007 and 2006, and the related Statements of Operations and Accumulated Deficit and Cash Flows for the years then ended, and the notes thereto.
99.4	The Unaudited Pro Forma Condensed Consolidated Balance Sheet of American Claims Evaluation, Inc. and Interactive Therapy Group Consultants, Inc. as of June 30, 2008 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for American Claims Evaluation, Inc. and Interactive Therapy Group Consultants, Inc. for the three months ended June 30, 2008 and for the year ended March 31, 2008, and the notes thereto.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	AMERICAN CLAIMS EVALUATION, INC.
Date: November 26, 2008	By:	/s/ Gary Gelman
	Gary Gelman
	President and Chief Executive Officer

3

Exhibit Index

Exhibit No.	Description
Exhibit 23.1	Consent of Holtz Rubenstein Reminick LLP
Exhibit 99.2	The Unaudited Balance Sheet of Interactive Therapy Group Consultants, Inc. as of June 30, 2008 and the related Statements of Operations and Accumulated Deficit and Cash Flows for the six months ended June 30, 2008 and 2007, and the notes thereto.
Exhibit 99.3	The Audited Balance Sheets of Interactive Therapy Group Consultants, Inc. as of December 31, 2007 and 2006, and the related Statements of Operations and Accumulated Deficit and Cash Flows for the years then ended, and the notes thereto.
Exhibit 99.4	The Unaudited Pro Forma Condensed Consolidated Balance Sheet of American Claims Evaluation, Inc. and Interactive Therapy Group Consultants, Inc. as of June 30, 2008 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for American Claims Evaluation, Inc. and Interactive Therapy Group Consultants, Inc. for the three months ended June 30, 2008 and for the year ended March 31, 2008, and the notes thereto.

4

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-147442, No. 333-39071 and No. 333-136319) on Form S-8 of American Claims Evaluation, Inc. of our report dated June 24, 2008 on the consolidated balance sheet of American Claims Evaluation, Inc. which appears in the Current Report on Form 8-K/A of American Claims Evaluation, Inc. dated November 26, 2008.

/s/ Holtz Rubenstein Reminick LLP

Melville, New York
November 26, 2008

1

EX-99.2

Exhibit 99.2

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.

Balance Sheet (Unaudited)

	June 30, 2008
Assets
Current assets:
Cash and cash equivalents	$	12,771
Accounts receivable		980,153
Prepaid expenses		60,441
Total current assets		1,053,365
Property and equipment, net		209,054
Other assets		18,565
Total assets	$	1,280,984
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	106,876
Accrued expenses		502,427
Beacon Federal line of credit		492,504
Note payable — Beacon Federal		116,277
Note payable — Bankers Healthcare Group		4,935
Capital lease obligations — current		21,488
Total current liabilities		1,244,507
Long-term liabilities:
Note payable — Beacon Federal, net of current portion		308,204
Note payable — Bankers Healthcare Group, net of current portion		48,078
Capital lease obligations, net of current portion		40,332
Total long-term liabilities		396,614
Commitments
Stockholders’ deficiency:
Common stock, no par value. Authorized 200 shares; 51 shares issued and outstanding		—
Additional paid-in capital		55,772
Accumulated deficit		(415,909	)
Total stockholders’ deficiency		(360,137	)
Total liabilities and stockholders’ deficiency	$	1,280,984

See accompanying notes to financial statements (unaudited).

F-1

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.

Statements of Operations and Accumulated Deficit (Unaudited)

	For the six months ended
	June 30,
	2008			2007
Revenues	$	3,367,979		$	2,991,536
Cost of services		2,211,161			2,034,995
Gross profit		1,156,818			956,541
Selling, general and administrative expenses		954,933			1,100,100
Earnings (loss) from operations		201,885			(143,559	)
Other expenses:
Interest expense		58,078			39,365
Net earnings (loss)		143,807			(182,924	)
Accumulated deficit, beginning of period		(559,716	)		(93,189	)
Distributions to stockholders		—			(68,707	)
Accumulated deficit, end of period	$	(415,909	)	$	(344,820	)

See accompanying notes to financial statements (unaudited).

F-2

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.

Statements of Cash Flows (Unaudited)

	For the six months ended
	June 30,
	2008			2007
Cash flows from operating activities:
Net earnings (loss)	$	143,807		$	(182,924	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation		85,379			37,304
Changes in operating assets and liabilities:
Accounts receivable		(296,876	)		65,775
Prepaid expenses and other current assets		(49,917	)		(17,673	)
Other assets		(3,420	)		—
Accounts payable		(6,635	)		20,788
Accrued expenses		199,115			50,491
Net cash provided by (used in) operating activities		71,453			(26,239	)
Cash flows from investing activities:
Capital expenditures		(35,151	)		(6,354	)
Net cash used in investing activities		(35,151	)		(6,354	)
Cash flows provided by financing activities:
Borrowings under line of credit		385,000			305,000
Principal payments of long-term debt		(659,096	)		(79,969	)
Net contributions (distributions) to stockholders		55,772			(68,707	)
Net cash (used in) provided by financing activities		(218,324	)		156,324
Net (decrease) increase in cash and cash equivalents		(182,022	)		123,731
Cash and cash equivalents – beginning of period		194,793			11,055
Cash and cash equivalents – end of period	$	12,771		$	134,786
Supplemental disclosure:
Cash paid for interest	$	58,078		$	39,365

See accompanying notes to financial statements (unaudited).

F-3

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements (Unaudited)
Six Months Ended June 30, 2008 and 2007

(1) Summary of Significant Accounting Policies

(a)	Nature of Business
	Interactive Therapy Group Consultants, Inc. (the “Company”), formally CNY Speech-Language Consultants, Inc., founded in 1996, provides a comprehensive range of services to children with developmental delays and disabilities including diagnosis and treatment of speech and language pathology, occupational therapy, physical therapy, speech education and psychology to schools and preschools.
(b)	Revenue Recognition
	The Company recognizes revenue for services rendered when there is evidence of billable time expended and recoverability is reasonably assured.
(c)	Cash and Cash Equivalents
	All highly liquid investments with a maturity of three months or less at the date of purchase are considered to be cash equivalents.
(d)	Property and Equipment
	Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Amortization of leasehold improvements is provided using the straight-line method over the shorter of the estimated life of the improvement or the term of the lease, whichever is shorter.
(e)	Income Taxes
	For Federal and state income tax reporting purposes, the Company has elected “S” corporation status. This election provides that, in lieu of corporate income taxes, the stockholders are taxed on the Company’s taxable income on their respective individual income tax returns. Accordingly, there is no provision for Federal income taxes in the accompanying financial statements. The Company remains subject to certain state and local taxes.
(f)	Concentration of Credit Risk
	Service revenue is concentrated with a limited number of clients throughout New York State; municipalities within New York State provide substantial and significant revenue to the Company. This concentration of customers may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the Company’s customers may be similarly affected by changes in economic or other conditions in New York State.
(g)	Use of Estimates
	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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

F-4

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements (Unaudited)
Six Months Ended June 30, 2008 and 2007

(2)	Property and Equipment
	Property and equipment consists of the following at June 30, 2008:

			Estimated
			useful life
Equipment and furniture	$	170,212	5 years
Capitalized leases		162,680	5 years
Software		232,002		5 to 10 years
Leasehold improvements		24,169	Life of lease
		589,063
Less accumulated depreciation		380,009
	$	209,054

	Depreciation and amortization expense for the six months ended June 30, 2008 and 2007 amounted to $85,379 and $37,304, respectively.
(3)	Beacon Federal Line of Credit
	On September 14, 2007, the Company renegotiated its credit facility with Beacon Federal, a Federal savings association (the “Beacon Credit Facility”), to provide for a $700,000 revolving credit line. Borrowings under the Beacon Credit Facility may be used to restructure and replace existing lines of credit and/or to provide working capital to the Company. The Beacon Credit Facility is secured by a first priority perfected lien on the Company’s accounts receivable, general intangibles, equipment and chattel paper and the personal guarantee of the spouse of the Company’s majority stockholder. Borrowings bear interest at a variable rate based on the prime rate (5.0% and 8.75% at June 30, 2008 and 2007, respectively) plus 1.00%. As of June 30, 2008, the Company had $492,504 outstanding under the Beacon Credit Facility. The Beacon Credit Facility was paid in full on September 15, 2008.
(4)	Notes Payable – Beacon Federal
	On October 20, 2006, the Company entered into a five-year note payable in the amount of $600,000 payable in monthly installments of $12,083 plus interest at 7.60% per annum. The note is secured by all assets of the Company with personal guarantees from the majority shareholder and his spouse. As of June 30, 2008, the note payable had an outstanding balance of $424,481. The note payable to Beacon Federal was satisfied on September 15, 2008.
(5)	Bankers Healthcare Group — Note Payable
	On September 1, 2007, the Company entered into a seven-year note payable with Bankers Healthcare Group, Inc. in the amount of $55,817, including closing costs. The note is payable in monthly installments of $1,172 and bears interest at 18%. The note is secured by personal guarantees from the majority stockholder and his spouse. This note was repaid by the majority stockholder during September 2008.

F-5

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements (Unaudited)
Six Months Ended June 30, 2008 and 2007

(6)	Capital Lease Obligations
	Future minimum lease payments under capital leases for the remainder of the year ending December 31, 2008 and years ending thereafter as of June 30, 2008 are as follows:

2008	$	14,225
2009		21,523
2010		21,523
2011		14,074
Total minimum lease payments		71,345
Less: Amounts representing interest		(9,525	)
Present value of minimum lease payments		61,820
Less: Current portion		(21,488	)
Long-term portion of capital leases	$	40,332

(7)	Major Customers
	During the six months ended June 30, 2008 and 2007, the Company had four customers that accounted for 18% and 16%, 17% and 19%, 15% and 22%, and 14% and 15% of revenues, respectively.
(8)	Retirement Plan
	The Company sponsors a retirement plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), for all employees meeting certain service requirements. Participants may contribute a percentage of compensation not to exceed the maximum allowed under the Code. The Company did not make any matching contributions during the six months ended June 30, 2008 and 2007.
(9)	Commitments and Contingencies

(a)	Legal Matters
	The New York State Insurance Fund has alleged that the Company has not paid premiums in the amount of $81,354. This claim is presently in review and arises over a dispute over the proper classification of employees for workers compensation purposes. The Company has retained counsel to appeal the proper classification of employees before the New York State Compensation Ratings Board. The Company is of the opinion that the ultimate disposition of this matter will not have a material adverse effect on its financial position.
(b)	Operating Leases
	Rental expense under leases for office space with expiration through April 2013 amounted to $74,290 and $136,848 for the six months ended June 30, 2008 and 2007, respectively. Rental expense for the six months ended June 30, 2007 includes $65,440 paid to a related party. Minimum lease payments under noncancelable operating leases for the remainder of the year ending December 31, 2008 and for each of the five succeeding years and in the aggregate under these leases as of June 30, 2008 are as follows:

F-6

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements (Unaudited)
Six Months Ended June 30, 2008 and 2007

2008	$	76,000
2009		148,000
2010		117,000
2011		55,000
2012		55,000
thereafter		18,000
Total minimum lease payments	$	469,000

(10)	Subsequent Events
	On September 12, 2008, the Company was sold to American Claims Evaluation, Inc., a publicly-traded company whose stock is listed on the NASDAQ Capital Market (symbol “AMCE”), pursuant to a Stock Purchase Agreement for $570,000 in cash.

F-7

EX-99.3

Exhibit 99.3

To the Board of Directors of
Interactive Therapy Group Consultants, Inc.

We have audited the accompanying balance sheets of Interactive Therapy Group Consultants, Inc. (an S corporation) as of December 31, 2007 and 2006 and the related statements of operations and accumulated deficit 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Interactive Therapy Group Consultants, Inc. as of December 31, 2007 and 2006, 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.

/s/ Christopher L. Rauscher, C.P.A., P.C.
Fayetteville, NY

June 3, 2008

F-8

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.

Balance Sheets

	December 31,
	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	194,793		$	11,055
Accounts receivable		683,277			965,515
Prepaid expenses and other current assets		10,524			10,524
Total current assets		888,594			987,094
Property and equipment, net		259,282			355,577
Other assets		15,145			23,973
Total assets	$	1,163,021		$	1,366,644
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	113,511		$	121,526
Accrued expenses		303,312			399,681
Beacon Federal line of credit		698,285			195,000
Note payable — Beacon Federal		111,816			102,295
Note payable — Bankers Healthcare Group		4,587			—
Capital lease obligations — current		29,986			50,910
Total current liabilities		1,261,497			869,412
Long-term liabilities:
Note payable — Beacon Federal, net of current portion		367,512			480,910
Note payable — Bankers Healthcare Group, net of current portion		50,208			—
Capital lease obligations, net of current portion		43,520			109,511
Total long-term liabilities		461,240			590,421
Commitments
Stockholders’ deficiency:
Common stock, no par value. Authorized 200 shares; 51 shares issued and outstanding		—			—
Accumulated deficit		(559,716	)		(93,189	)
Total stockholders’ deficiency		(559,716	)		(93,189	)
Total liabilities and stockholders’ deficiency	$	1,163,021		$	1,366,644

See accompanying notes to financial statements.

F-9

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.

Statements of Operations and Accumulated Deficit

	For the years ended
	December 31,
	2007			2006
Revenues	$	5,694,683		$	6,937,909
Cost of services		3,977,999			5,287,073
Gross profit		1,716,684			1,650,836
Selling, general and administrative expenses		2,022,583			1,752,941
Loss from operations		(305,899	)		(102,105	)
Other expenses:
Interest expense		88,199			59,027
Net loss		(394,098	)		(161,132	)
Retained earnings (Accumulated deficit), beginning of year		(93,189	)		199,924
Distributions to stockholders		(72,429	)		(131,981	)
Accumulated deficit, end of year	$	(559,716	)	$	(93,189	)

See accompanying notes to financial statements.

F-10

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.

Statements of Cash Flows

	For the years ended
	December 31,
	2007			2006
Cash flows from operating activities:
Net loss	$	(394,098	)	$	(161,132	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		84,374			74,608
Changes in operating assets and liabilities:
Accounts receivable		282,238			(610,093	)
Prepaid expenses and other current assets		—			1,063
Other assets		8,828			(12,974	)
Accounts payable		(8,013	)		84,103
Accrued expenses		(96,368	)		(216,844	)
Net cash used in operating activities		(123,039	)		(841,269	)
Cash flows from investing activities:
Capital expenditures		(21,656	)		(85,085	)
Net cash used in investing activities		(21,656	)		(85,085	)
Cash flows provided by financing activities:
Net proceeds from notes payable		400,862			742,531
Distributions to shareholders		(72,429	)		(131,981	)
Net cash provided by financing activities		328,433			610,550
Net increase (decrease) in cash and cash equivalents		183,738			(315,804	)
Cash and cash equivalents — beginning of year		11,055			326,859
Cash and cash equivalents — end of year	$	194,793		$	11,055
Supplemental disclosure:
Cash paid for interest	$	88,199		$	59,027

See accompanying notes to financial statements.

F-11

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006

(1) Summary of Significant Accounting Policies

(a)	Nature of Business
	Interactive Therapy Group Consultants, Inc. (the “Company”), formally CNY Speech-Language Consultants, Inc., founded in 1996, provides a comprehensive range of services to children with developmental delays and disabilities including diagnosis and treatment of speech and language pathology, occupational therapy, physical therapy, speech education and psychology to schools and preschools.
(b)	Revenue Recognition
	The Company recognizes revenue for services rendered when there is evidence of billable time expended and recoverability is reasonably assured.
(c)	Cash and Cash Equivalents
	All highly liquid investments with a maturity of three months or less at the date of purchase are considered to be cash equivalents. From time to time, the Company invests its excess cash in money market accounts that are stated at cost and approximate market value.
(d)	Property and Equipment
	Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Amortization of leasehold improvements is provided using the straight-line method over the shorter of the estimated life of the improvement or the term of the lease, whichever is shorter.
(e)	Income Taxes
	For Federal and state income tax reporting purposes, the Company has elected “S” corporation status. This election provides that, in lieu of corporate income taxes, the stockholders are taxed on the Company’s taxable income on their respective individual income tax returns. Accordingly, there is no provision for Federal income taxes in the accompanying combined financial statements. The Company remains subject to certain state and local taxes.
(f)	Concentration of Credit Risk
	Service revenue is concentrated with a limited number of clients throughout New York State; municipalities within New York State provide substantial and significant revenue to the Company. This concentration of customers may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the Company’s customers may be similarly affected by changes in economic or other conditions in New York State.
(g)	Use of Estimates
	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 the disclosure of contingent assets and liabilities at

F-12

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006

the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

(2)	Property and Equipment
	Property and equipment consists of the following at December 31, 2007 and 2006:

							Estimated
	2007			2006			useful life
Equipment and furniture	$	154,268		$	160,066		5 years
Capitalized leases		162,680			196,256		5 years
Software		232,002			218,811		5 to 15 years
Leasehold improvements		4,962			—		2 years
		553,912			575,133
Less accumulated depreciation		(294,630	)		(219,556	)
	$	259,282		$	355,577

	Depreciation and amortization expense for the years ended December 31, 2007 and 2006 amounted to $84,374 and $74,608, respectively.
(3)	Beacon Federal Line of Credit
	On September 14, 2007, the Company re-negotiated its credit facility with Beacon Federal, a Federal savings association (the “Beacon Credit Facility”), to provide for a $700,000 revolving credit line. The facility expires on December 15, 2008, as amended. Borrowings under the Beacon Credit Facility may be used to restructure and replace existing lines of credit and/or to provide working capital to the Company. The Beacon Credit Facility contains customary event-of-default provisions and is secured by a first priority perfected lien on the Company’s accounts receivable, general intangibles, equipment and chattel paper and the personal guarantee of the spouse of the Company’s majority stockholder. Borrowings bear interest at a variable rate based on the published prime rate plus 1.00%. As of December 31, 2007, the Company had $698,285 outstanding under the Beacon Credit Facility.
(4)	Notes Payable — Beacon Federal
	On October 20, 2006, the Company entered into a five-year note payable in the amount of $600,000, payable in monthly installments of $12,083 plus interest at 7.60% per annum. The note is secured by all assets of the Company with personal guarantees from the majority stockholder and his spouse. As of December 31, 2007, the note payable had an outstanding balance of $479,328.
(5)	Note Payable — Bankers Healthcare Group
	On September 1, 2007, the Company entered into a seven-year note payable with Bankers Healthcare Group, Inc. in the amount of $55,817, including closing costs. The note is payable in monthly installments of $1,172 and bears interest at 18%. The note is secured by personal guarantees from the majority shareholder and his spouse.

F-13

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006

(6)	Capital Lease Obligations
	Future minimum lease payments under capital leases as of December 31, 2007 are as follows:

2008	$	31,915
2009		21,523
2010		21,523
2011		9,383
Total minimum lease payments		84,344
Less: Amounts representing interest		(10,838	)
Present value of minimum lease payments		73,506
Less: Current portion		(29,986	)
Long-term portion of capital leases	$	43,520

(7)	Related Party Transactions
	The Company rented office space for its corporate headquarters from KC Ventures LLC (“KCV”), a sole member New York State Limited Liability Company owned by the spouse of the Company’s majority stockholder, at a fixed cost which approximated fair market value. Rent expense paid to KCV for the years ended December 31, 2007 and 2006 was $117,440 and $100,250, respectively. KCV sold this property in January 2008.
(8)	Major Customers
	During the years ended December 31, 2007 and 2006, the Company had three customers that accounted for 20% and 23%, 17% and 21% and 17% and 15% of revenues, respectively. In addition, the Company had a fourth customer that accounted for 17% of revenues during the year ended December 31, 2007.
(9)	Retirement Plan
	The Company sponsors a retirement plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), for all employees meeting certain service requirements. Participants may contribute a percentage of compensation not to exceed the maximum allowed under the Code. The Company did not make any matching contributions during the years ended December 31, 2007 and 2006.
(10)	Commitments and Contingencies

(a)

Legal Matters

The New York State Insurance Fund has alleged that the Company has not paid premiums in the amount of $81,354. This claim is presently in review and arises over a dispute over the proper classification of employees for workers compensation purposes. The Company has retained counsel to appeal the proper classification of employees before the New York State Compensation Ratings Board. The Company is of the opinion that the ultimate disposition of this matter will not have a material adverse effect on its financial position.

F-14

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006

(b)

Operating Leases

Rental expense under leases for office space that expire in April 2013 amounted to $262,262 and $242,240, inclusive of rent expense of $117,440 and $100,250 paid to a related party, for the years ended December 31, 2007 and 2006, respectively. Minimum lease payments under noncancelable operating leases for each of the five succeeding years and in the aggregate under these leases as of December 31, 2007 are as follows:

2008	$	143,000
2009		148,000
2010		117,000
2011		55,000
2012		55,000
thereafter		18,000
Total minimum lease payments	$	536,000

(11)	Subsequent Events
	The majority shareholder of the Company has entered into a Letter of Intent to sell all of the shares of outstanding stock of the Company to a publicly-traded entity pursuant to the execution and delivery of a definitive Stock Purchase Agreement. The transaction is expected to be completed in September 2008.

F-15

EX-99.4

Exhibit 99.4

American Claims Evaluation, Inc.
Introduction to Pro Forma Condensed Consolidated Financial Statements

Effective September 12, 2008, American Claims Evaluation, Inc. (“American Claims”) completed the acquisition of Interactive Therapy Group Consultants, Inc. (“ITG”) for a purchase price of $570,000. The accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2008 gives effect to the acquisition of ITG as if it occurred on June 30, 2008.

The following unaudited pro forma condensed consolidated statements of operations for the three months ended June 30, 2008 and for the fiscal year ended March 31, 2008 combine the results of operations for American Claims with the results of operations for ITG, as if the acquisition of ITG had occurred on April 1, 2008 and April 1, 2007, respectively. ITG’s most recent fiscal year end was December 31, 2007, but has been brought to American Claims’ fiscal year end of March 31, 2008. This has been accomplished by adding ITG’s subsequent interim period ended March 31, 2008 to the most recent year end information and deducting the comparable preceding year interim period results.

These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of American Claims included in its Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008 and the Quarterly Report on Form 10-Q for the three month period ended June 30, 2008, which are incorporated by reference in this Form 8-K/A; and the accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

The unaudited pro forma condensed consolidated financial statements reflect adjustments for pro forma events that are (1) directly attributable to the ITG acquisition, (2) factually supportable, and (3) expected to have a continuing impact on the combined results. The unaudited pro forma financial statements were prepared using the purchase method of accounting with American Claims treated as the acquiring company. American Claims purchased all of the outstanding shares of ITG. Accordingly, the consideration paid by American Claims to complete the acquisition has been allocated preliminarily to the assets and liabilities acquired based on their estimated fair values as of the acquisition date. Any amount paid in excess has been treated as acquisition of goodwill.

Provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”, establish criteria for determining when intangible assets should be recognized separately from goodwill. SFAS No. 142, “Goodwill and Other Intangible Assets”, also provides, among other guidelines, that goodwill and intangible assets with indefinite lives will not be amortized, but rather tested for impairment on at least an annual basis. American Claims is in the process of identifying intangible assets arising on account of this acquisition and will re-allocate the goodwill once this determination is complete.

The unaudited pro forma condensed consolidated statements of operations are presented for illustrative purposes only and are not indicative of what the expected results of operations of American Claims would have been had the acquisition been completed on the dates indicated above. Further, the unaudited pro forma condensed consolidated financial statements do not reflect one-time costs to fully merge and operate the combined organizations more efficiently or anticipated synergies expected to result from the combination. You should not rely on the unaudited pro forma condensed consolidated statements of operations as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that American Claims will experience.

F-16

AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

Unaudited Pro Forma Condensed Consolidated Balance Sheet

June 30, 2008

	Historical
	(as reported)
	American						Pro Forma
	Claims			ITG			Adjustments			Notes	Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	6,141,468		$	12,771		$	(570,000	)	(a)	$	5,584,239
Accounts receivable		—			980,153			—				980,153
Current assets of discontinued operations		87,467			—			—				87,467
Prepaid expenses		24,997			60,441			127,124		(d)		212,562
Total current assets		6,253,932			1,053,365			(442,876	)			6,864,421
Property and equipment, net		86,027			209,054			—				295,081
Goodwill		—			—			750,000		(a,b)		750,000
Non-current assets of discontinued operations		11,450			—			—				11,450
Other assets		—			18,565			—				18,565
Total assets	$	6,351,409		$	1,280,984		$	307,124			$	7,939,517
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	40,937		$	106,876		$	—			$	147,813
Accrued expenses		116,812			502,427			—				619,239
Beacon Federal line of credit		—			492,504			—				492,504
Note payable — Beacon Federal		—			116,277			—				116,277
Note payable — Bankers Healthcare Group		—			4,935			(4,935	)	(c)		—
Capital leases obligations — current		—			21,488			—				21,488
Current liabilities of discontinued operations		23,391			—			—				23,391
Total current liabilities		181,140			1,244,507			(4,935	)			1,420,712
Long-term liabilities:
Note payable — Beacon Federal, net of current portion		—			308,204			—				308,204
Note payable — Bankers Healthcare Group, net of current portion		—			48,078			(48,078	)	(c)		—
Capital lease obligations, net of current portion		—			40,332			—				40,332
Total long-term liabilities		—			396,614			(48,078	)			348,536
Commitments
Stockholders’ equity:
Common stock		50,500			—			—				50,500
Additional paid-in capital		4,946,699			55,772			(55,772	)			4,946,699
Retained earnings (Accumulated deficit)		1,634,911			(415,909	)		415,909		(d)		1,634,911
		6,632,110			(360,137	)		360,137				6,632,110
Treasury stock, at cost		(461,841	)		—			—				(461,841	)
Total stockholders’ equity		6,170,269			(360,137	)		360,137				6,170,269
Total liabilities and stockholders’ equity	$	6,351,409		$	1,280,984		$	307,124			$	7,939,517

F-17

AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the three months ended June 30, 2008

	Historical
	(as reported)
	American						Pro Forma
	Claims			ITG			Adjustments			Notes	Pro Forma
Revenues	$	—		$	1,725,220		$	—			$	1,725,220
Cost of services		—			1,153,664			—				1,153,664
Gross margin		—			571,556			—				571,556
Selling, general and administrative expenses		207,111			443,850			27,000		(e)		677,961
Operating earnings (loss) from continuing operations		(207,111	)		127,706			(27,000	)			(106,405	)
Interest expense		—			(24,541	)		1,100		(g)		(23,441	)
Interest income		41,799			—			(3,900	)	(f)		37,899
Earnings (loss) from continuing operations		(165,312	)		103,165			(29,800	)			(91,947	)
Discontinued operations:
Loss from discontinued operations		(5,828	)		—			—				(5,828	)
Net earnings (loss)	$	(171,140	)	$	103,165		$	(29,800	)		$	(97,775	)
Net loss per share — basic and diluted	$	(0.04	)								$	(0.02	)
Weighted average shares — basic and diluted		4,761,800										4,761,800

F-18

AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended March 31, 2008

	Historical
	(as reported)
	American						Pro Forma
	Claims			ITG			Adjustments			Notes	Pro Forma
Revenues	$	—		$	5,902,406		$	—			$	5,902,406
Cost of services		—			4,069,414			—				4,069,414
Gross margin		—			1,832,992			—				1,832,992
Selling, general and administrative expenses		990,113			1,990,779			108,000		(e)		3,088,892
Operating loss from continuing operations		(990,113	)		(157,787	)		(108,000	)			(1,255,900	)
Interest expense		—			(96,374	)		1,800		(c,g)		(94,574	)
Interest income		331,027			—			(30,200	)	(f)		300,827
Loss from continuing operations		(659,086	)		(254,161	)		(136,400	)			(1,049,647	)
Discontinued operations:
Loss from discontinued operations		(12,723	)		—			—				(12,723	)
Net loss	$	(671,809	)	$	(254,161	)	$	(136,400	)		$	(1,062,370	)
Net loss per share — basic and diluted	$	(0.14	)								$	(0.22	)
Weighted average shares — basic and diluted		4,761,800										4,761,800

F-19

American Claims Evaluation, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

a. The business combination was accounted for using the purchase method of accounting and, accordingly, the purchase price was preliminarily allocated to assets acquired and liabilities assumed based on fair values at the date of acquisition as follows:

Cash	$	1,625
Accounts receivable		1,144,011
Prepaid expenses		41,432
Total current assets		1,187,068
Property and equipment		198,612
Other assets		18,565
Total assets acquired	$	1,404,245
Accounts payable		157,339
Accrued expenses		305,000
Bank debt		1,105,356
Capital lease obligations		56,849
Total liabilities assumed	$	1,624,544
Net assets acquired	$	(220,299	)
The purchase price has been calculated as follows:
Total purchase price	$	570,000
Anticipated recovery from former owner per terms of the Stock Purchase Agreement		(40,299	)
	$	529,701
Excess of the purchase price over the net assets acquired (Goodwill)	$	750,000

b.	The Company allocated the excess of the purchase price over the net assets acquired to goodwill. The Company is in the process of identifying intangible assets arising as a result of this transaction. The identified intangible assets, if any, will be assigned values and amortized over their respective useful lives for assets with finite lives. Intangible assets with finite lives will be tested for impairment annually. The goodwill of $750,000 will be adjusted accordingly for intangible assets recognized during this process. The pro forma information does not include the effect of amortization expense, if any, arising on account of identifying intangible assets.
c.	To eliminate liabilities excluded from transaction.
d.	To eliminate shareholders’ deficiency as of June 30, 2008 and to record potential recovery from former ITG shareholders per terms of the stock purchase agreement whereby the purchase price is subject to positive or negative adjustment based on the final determination of the tangible net worth of ITG as of the close of business on the closing date.
e.	To reflect additional compensation expense that will be incurred as a result of a signed employment agreement entered into with the former majority shareholder of ITG.
f.	Estimated interest income adjustment to reflect the use of cash towards payment of the purchase price as a result of the acquisition.
g.	Estimated interest expense adjustment to reflect reduction in interest expense on liabilities excluded from transaction.
h.	The Company estimates that there would be no tax effect for the pro forma adjustments due to the existence of net operating losses available to the Company.

F-20