10QSB

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

              (Mark One)

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                   For the transition period from       to
                                                  -----    -----

                         Commission file number: 0-14807


                        AMERICAN CLAIMS EVALUATION, INC.
        (Exact name of small business issuer as specified in its charter)


                   New York                           11-2601199
       -------------------------------              ----------------
       (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)             Identification No.)


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


                                 (516) 938-8000
                                 --------------
                           (Issuer's telephone number)


As of November 8, 2004, there were 4,859,800 shares of the issuer's common
stock, $.01 par value, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes      No  X
                                                               ----    ----



                        AMERICAN CLAIMS EVALUATION, INC.

                                      INDEX




                                                                        Page No.

PART I  - FINANCIAL INFORMATION

Item 1.   Financial Statements

              Consolidated Balance Sheets as of September 30, 2004
                       (unaudited) and March 31, 2004                      3

              Consolidated Statements of Operations for the
                       Three Months and Six Months ended
                       September 30, 2004 and 2003 (unaudited)             4

              Consolidated Statements of Cash Flows for the Six Months
                       ended September 30, 2004 and 2003 (unaudited)       5

              Notes to Consolidated Financial Statements (unaudited)     6 - 7

Item 2.   Management's Discussion and Analysis or Plan of Operation      8 - 10

Item 3.   Controls and Procedures                                         10


PART II - OTHER INFORMATION

Item 6.   Exhibits                                                        11

SIGNATURES                                                                12



                                       2


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets



                                                                   Sept. 30, 2004       Mar. 31, 2004
                                                                   --------------       -------------
                                                                    (Unaudited)

                                      Assets
                                      ------
Current assets:
       Cash and cash equivalents                                     $ 7,564,585          $ 6,763,920
       Accounts receivable, net                                          118,956              125,697
       Prepaid expenses                                                   27,579               35,930
       Prepaid and recoverable income taxes                                  722                  272
                                                                     -----------          -----------
            Total current assets                                       7,711,842            6,925,819

Property and equipment, net                                               48,499               55,917
                                                                     -----------          -----------
            Total assets                                             $ 7,760,341          $ 6,981,736
                                                                     ===========          ===========

                      Liabilities and Stockholders' Equity
                      ------------------------------------
Current liabilities:
       Accounts payable                                                 $ 25,152             $ 44,357
       Accrued expenses                                                   95,918               96,994
                                                                     -----------          -----------
            Total current liabilities                                    121,070              141,351
                                                                     -----------          -----------
Stockholders' equity:
       Common stock, $.01 par value.  Authorized
            10,000,000 shares; issued 5,050,000 and
            4,450,000 shares at Sept. 30, 2004 and
            March 31, 2004, respectively; outstanding
            4,859,800 and 4,259,800 shares at Sept. 30,
            2004 and March 31, 2004, respectively                         50,500               44,500
       Additional paid-in capital                                      4,579,699            3,515,699
       Retained earnings                                               3,326,213            3,597,327
                                                                     -----------          -----------
                                                                       7,956,412            7,157,526
       Treasury stock, at cost                                          (317,141)            (317,141)
                                                                     -----------          -----------
            Total stockholders' equity                                 7,639,271            6,840,385
                                                                     -----------          -----------
            Total liabilities and stockholders' equity               $ 7,760,341          $ 6,981,736
                                                                     ===========          ===========


See accompanying notes to consolidated financial statements.

                                       3


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations

                                   (Unaudited)



                                                    Three months ended                     Six months ended
                                                    ------------------                     ----------------
                                                Sept. 30,          Sept. 30,          Sept. 30,         Sept. 30,
                                                   2004              2003               2004               2003
                                                ---------          ---------          ---------         ---------

Revenues                                       $ 286,927          $ 308,615          $ 574,117          $ 614,364
Cost of services                                 140,753            146,994            285,111            290,472
                                               ---------          ---------          ---------          ---------
     Gross margin                                146,174            161,621            289,006            323,892

Selling, general and
     administrative expenses                     308,179            294,084            598,738            569,602
                                               ---------          ---------          ---------          ---------
     Operating loss                             (162,005)          (132,463)          (309,732)          (245,710)

Interest income                                   25,234             21,549             40,618             48,965
                                               ---------          ---------          ---------          ---------
     Loss before income tax
        expense                                 (136,771)          (110,914)          (269,114)          (196,745)

Income tax expense                                 1,000              1,000              2,000              4,000
                                               ---------          ---------          ---------          ---------
     Net loss                                  $(137,771)         $(111,914)         $(271,114)         $(200,745)
                                               =========          =========          =========          =========

Net loss per share - basic                      $  (0.03)          $  (0.03)          $  (0.06)          $  (0.05)
                                               =========          =========          =========          =========
Net loss per share - diluted                    $  (0.03)          $  (0.03)          $  (0.06)          $  (0.05)
                                               =========          =========          =========          =========

Weighted average shares - basic                4,859,800          4,259,800          4,659,800          4,259,800
                                               =========          =========          =========          =========
Weighted average shares - diluted              4,859,800          4,259,800          4,659,800          4,259,800
                                               =========          =========          =========          =========



See accompanying notes to consolidated financial statements.

                                       4



                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                                   (Unaudited)



                                                                                          Six months ended
                                                                                          ----------------
                                                                                   Sept. 30,             Sept. 30,
                                                                                     2004                  2003
                                                                                   ---------             ---------

Cash flows from operating activities:
     Net loss                                                                       $(271,114)           $(200,745)
                                                                                   ----------           ----------
     Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation                                                                   16,884               16,694
        Deferred income taxes                                                               -                2,527
        Changes in assets and liabilities:
            Accounts receivable                                                         6,741              (18,214)
            Prepaid expenses                                                            8,351                7,899
            Prepaid and recoverable income taxes                                         (450)              (1,682)
            Accounts payable                                                          (19,205)               3,953
            Accrued expenses                                                           (1,076)              28,206
                                                                                   ----------           ----------
                                                                                       11,245               39,383
                                                                                   ----------           ----------
            Net cash used in operating activities                                    (259,869)            (161,362)
                                                                                   ----------           ----------
Cash flows from investing activities:
     Capital expenditures                                                              (9,466)              (1,792)
                                                                                   ----------           ----------
            Net cash used in investing activities                                      (9,466)              (1,792)
                                                                                   ----------           ----------
Cash flows from financing activities:
     Proceeds from exercise of stock options                                        1,070,000                    -
                                                                                   ----------           ----------
            Net cash provided by financing activities                               1,070,000                    -
                                                                                   ----------           ----------
Net increase (decrease) in cash and cash equivalents                                  800,665             (163,154)

Cash and cash equivalents at beginning of period                                    6,763,920            7,179,340
                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                         $7,564,585           $7,016,186
                                                                                   ==========           ==========
Supplemental disclosure of cash flow information:
     Income taxes paid                                                                $ 2,390              $ 3,155
                                                                                   ==========           ==========



See accompanying notes to consolidated financial statements.

                                       5


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                   (Unaudited)

General

The accompanying unaudited consolidated financial statements and footnotes have
been condensed and therefore do not contain all disclosures required by
accounting principles generally accepted in the United States of America. In the
opinion of management, the information furnished reflects all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
consolidated financial position, results of operations and cash flows for the
interim periods. Interim periods are not necessarily indicative of results for a
full year.

These consolidated financial statements should be read in conjunction with the
audited consolidated financial statements of the Company for the fiscal year
ended March 31, 2004 and the notes thereto contained in the Company's Annual
Report on Form 10-KSB, as filed with the Securities and Exchange Commission.

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per
share for the three months and six months ended September 30, 2004 and 2003:



                                                      Three months ended            Six months ended
                                                      ------------------            ----------------
                                                   09/30/04       09/30/03       09/30/04      09/30/03
                                                   --------       --------       --------      --------

Numerator:
     Net loss .........................          $  (137,771)   $  (111,914)   $  (271,114)   $  (200,745)
                                                 ===========    ===========    ===========    ===========
Denominator:
     Denominator for basic net loss per
        share - weighted average shares            4,859,800      4,259,800      4,659,800      4,259,800
     Effect of dilutive securities:
        Stock options .................                 --             --             --             --
                                                 -----------    -----------    -----------    -----------
     Denominator for diluted
        net loss per share ............            4,859,800      4,259,800      4,659,800      4,259,800
                                                 ===========    ===========    ===========    ===========
Basic net loss per share ..............          $     (0.03)   $     (0.03)   $     (0.06)   $     (0.05)
                                                 ===========    ===========    ===========    ===========
Diluted net loss per share ............          $     (0.03)   $     (0.03)   $     (0.06)   $     (0.05)
                                                 ===========    ===========    ===========    ===========


Potentially dilutive common stock equivalents consisting of employee stock
options to purchase 908,500 and 1,378,500 shares as of September 30, 2004 and
2003, respectively, were not included in the diluted net loss per share
calculations because their effect would have been anti-dilutive.


                                       6


Stock Option Plans

The Company has adopted the "disclosure only" provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation, and will continue to use the intrinsic value-based method of
accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees. Accordingly, no compensation expense has been
recognized for the Company's stock option plans as the exercise price of the
Company's stock option grants equaled or exceeded the fair value of the
Company's common stock at the date of grant. Had compensation expense for the
Company's stock option plans been determined based on the fair value at the
grant date for awards during the three and six months ended September 30, 2004
and 2003 consistent with the provisions of SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, and SFAS No. 123, the
Company's net loss and net loss per share would have been increased to the pro
forma amounts indicated below:



                                               Three months ended         Six months ended
                                               ------------------         ----------------
                                              09/30/04     09/30/03     09/30/04     09/30/03
                                              --------     --------     --------     --------

Numerator:
     Net loss ......................         $(137,771)   $(111,914)   $(271,114)   $(200,745)
Deduct:  Total stock-based employee
     compensation expense determined
     under fair value method for
     options granted ...............            (5,106)     (32,492)     (12,212)     (64,984)
                                             ---------    ---------    ---------    ---------
Pro forma net loss .................         $(142,877)   $(144,406)   $(283,326)   $(265,729)
                                             =========    =========    =========    =========
Net loss per share:
     Basic and diluted - as reported         $   (0.03)   $   (0.03)   $   (0.06)   $   (0.05)
                                             =========    =========    =========    =========
     Basic and diluted - pro forma .         $   (0.03)   $   (0.03)   $   (0.06)   $   (0.06)
                                             =========    =========    =========    =========


The Financial Accounting Standards Board ("FASB") recently indicated that it
will eventually require stock-based employee compensation to be recorded as a
charge to earnings. The Company will monitor the FASB's progress on the issuance
of a new standard and its impact on the consolidated financial statements.





                                       7


Item 2. Management's Discussion and Analysis or Plan of Operation.

Critical Accounting Policies

The Company makes estimates and assumptions in the preparation of its
consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America. Actual results could differ
significantly from those estimates under different assumptions and conditions.
The Company does not consider any of its accounting policies to be critical. Our
significant accounting policies are described in Note 1 to the audited
consolidated financial statements included in our annual report for the year
ended March 31, 2004. The accounting policies used in preparing our interim
condensed consolidated financial statements are the same as those described in
our annual report.

Results of Operations - Three Months and Six Months ended September 30, 2004 and
2003

Revenues for the quarterly period ended September 30, 2004 were $286,927 as
compared with the $308,615 reported for the three month period ended September
30, 2003. This represents a decrease of approximately 7.0%. Revenues for the six
month period ended September 30, 2004 were approximately 6.6% less than the
corresponding period ended September 30, 2003. These decreases were caused by a
decline in referrals from the Washington State Department of Labor & Industries,
the Company's largest client, and a reduction in cases referred from various
self-insured clients.

Cost of services as a percentage of revenues for the three and six month periods
ended September 30, 2004 were 49.1% and 49.7%, respectively. These percentages
represented increases over the 47.6% and 47.3% of revenues during the comparable
periods ended September 30, 2003, respectively. The increase in cost of services
resulted from a larger percentage of vocational rehabilitation services being
performed by the Company's more experienced and higher paid consultants.

Selling, general and administrative expenses for the quarter ended September 30,
2004 increased to $308,179 from $294,084 for the three months ended September
30, 2003. Selling, general and administrative expense for the six months ended
September 30, 2004 increased to $598,738 from $569,602 for the six months ended
September 30, 2003. During the six months ended September 30, 2004, the
Company's expenditures have increased as a result of increased travel costs and
legal fees related to its acquisition search efforts.

Interest income for the three months ended September 30, 2004 increased to
$25,234 from the $21,549 recorded during the three months ended September 30,
2003. This increase is directly related to the increase in cash available for
investment during the current period. Interest income for the six months ended
September 30, 2004 was $40,618, which was lower than the $48,965 recognized
during the six month period ended September 30, 2003. This decrease was the
result of the continued decreases in prevailing market interest rates.


                                       8


Liquidity and Capital Resources

At September 30, 2004, the Company had working capital of $7,590,772 as compared
to working capital of $6,784,468 at March 31, 2004. The Company believes that it
has sufficient cash resources and working capital to meet its present cash
requirements.

During the six months ended September 30, 2004, net cash used in operations of
$259,869 consisted principally of a net loss of $271,114, offset by an increase
in accounts payable of $19,205.

Cash provided by financing activities during the six months ended September 30,
2004 reflects $1,070,000 of proceeds related to the issuance of common stock
pursuant to the exercise of options to purchase 600,000 shares of common stock.

On August 20, 2004, the Company entered into a seven-year non-cancelable
operating sublease commencing December 1, 2004, for office space with American
Para Professional Systems, Inc. ("APPS"), an entity under the control of the
Company's Chairman of the Board. Basic rent under the sublease has been
established as a pass-through with the Company's cost being fixed at a cost
equal to the pro-rated rent payable for the subleased space by APPS to the
building's landlord.

Minimum lease payments under non-cancelable leases and subleases, exclusive of
future escalation charges, for the remainder of fiscal 2005 and fiscal years
ending thereafter are as follows:


                2005                                $   56,000
                2006                                    50,000
                2007                                    38,000
                2008                                    39,000
                2009                                    40,000
                Thereafter                             112,000
                                                    ----------
                                                    $  335,000
                                                    ==========


The Company continues its review of strategic alternatives for maximizing
shareholder value. Potential acquisitions will be evaluated based on their
merits within the Company's current line of business, as well as other fields.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to the
Company.

                                       9


Market Risk

The Company is exposed to market risk related to changes in interest rates. Most
of the Company's cash and cash equivalents are invested at variable rates of
interest and further decreases in market interest rates would cause a related
reduction in interest income.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed in
this report on Form 10-QSB may contain forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ materially from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, general economic and
market conditions, the potential loss or termination of existing clients and
contracts and the ability of the Company to successfully identify and thereafter
consummate one or more acquisitions.

Item 3. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure the reliability of the
financial statements and other disclosures included in this report. As of the
end of the fiscal quarter ended September 30, 2004, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the
Company's periodic Securities and Exchange Commission filings.

(b) Changes in Internal Controls

There have been no changes in the Company's internal controls or in other
factors that have materially affected, or is reasonably likely to materially
affect, these controls subsequent to the date the Company carried out its
evaluation. Management is aware that there is a lack of segregation of duties
due to the small number of employees dealing with general administrative and
financial matters. However, management has decided that considering the
employees involved and the control procedures in place, risks associated with
such lack of segregation are insignificant and the potential benefits of adding
employees to clearly segregate duties do not justify the expenses associated
with such increases.


                                       10


                           PART II - OTHER INFORMATION

Item 6. Exhibits.

           Exhibit 10     Sublease Agreement dated August 20, 2004 between
                          American Para Professional Systems, Inc. as sublessor
                          and the Company as subtenant with respect to premises
                          at One Jericho Plaza, Jericho, New York

           Exhibit 31.1   Section 302 Principal Executive Officer Certification

           Exhibit 31.2   Section 302 Principal Financial Officer Certification

           Exhibit 32.1   Section 1350 Certification

           Exhibit 32.2   Section 1350 Certification







                                       11


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                      AMERICAN CLAIMS EVALUATION, INC.



Date: November 10, 2004               By: /s/ Gary Gelman
                                          --------------------------------------
                                          Gary Gelman
                                          Chairman of the Board,
                                          President and Chief Executive Officer


Date: November 10, 2004               By: /s/ Gary J. Knauer
                                          --------------------------------------
                                          Gary J. Knauer
                                          Chief Financial Officer, Treasurer







                                       12

EX-10

                                                                      EXHIBIT 10
                               SUBLEASE AGREEMENT

         THIS SUBLEASE, made as of the 20th day of August, 2004, between
AMERICAN PARA PROFESSIONAL SYSTEMS, INC. (hereinafter called "Sublessor"),
having an office at One Jericho Plaza, Jericho, New York 11753, and AMERICAN
CLAIMS EVALUATION, INC. (hereinafter called "Subtenant"), having an office at
One Jericho Plaza, Jericho, New York 11753.

         WITNESSETH, that the parties hereto agree as follows:

                                    ARTICLE 1

                                    Premises.

         1.01. For the purposes of this Sublease, unless the context otherwise
requires:

               (a) The term "Underlying Lease" shall mean the lease dated as of
August 20, 1993 between Chasco Company LLC, as landlord ("Landlord"), and
Sublessor, as tenant, as amended by agreements including the Agreement dated as
of August 20, 2004 (the "Latest Amendment"), covering a portion of the third
(3rd) floor (Wing B) as more particularly described in the Underlying Lease (the
"Premises") in the building (the "Building") known as One Jericho Plaza, New
York.

               (b) The term "Subleased Premises" shall mean that portion of the
Premises approximately set forth on Exhibit "A", annexed hereto and made a part
hereof.

                                    ARTICLE 2

                                      Term.

         2.01. Sublessor hereby leases to Subtenant and Subtenant hereby hires
from Sublessor the Subleased Premises, for a term commencing on the Effective
Date (as defined in the Underlying Lease) (hereinafter called the "Commencement
Date") and ending on the day immediately preceding the expiration date of the
Extended Term (as defined in the Underlying Lease), or such later date to which
the term of the Underlying Lease may be extended or such earlier date upon which
said term may expire or be terminated pursuant to any of the conditions or
covenants of this Sublease or pursuant to law (such date hereinafter referred to
as the "Expiration Date").

                                    ARTICLE 3

                              Underlying Premises.

         3.01. The parties agree that this Sublease and Subtenant's tenancy
hereunder shall be and remain subject and subordinate to the Underlying Lease,
and to all matters and documents to which the Underlying Lease is, or shall
become, subject. Photocopies of the Underlying Lease have been delivered to and
reviewed by Subtenant.


                                       13


                                   ARTICLE 4

                             Incorporation of Terms.

         4.01. The terms, covenants, conditions and provisions contained in the
Underlying Lease are incorporated herein by reference, and shall, as between
Sublessor and Subtenant constitute the terms, covenants, conditions and
provisions of this Sublease, except to the extent that they are inapplicable to,
inconsistent with, or modified by the provisions of this instrument. The parties
agree to observe and perform the terms, covenants, conditions and provisions on
their respective parts to be observed and performed hereunder, including but not
limited to those terms, covenants, conditions and provisions of the Underlying
Lease which are incorporated herein. It is hereby agreed that (a) references in
the Underlying Lease to the "Office Space" or "Demised Premises" or "Substitute
Office Space" shall be deemed to refer to the "Subleased Premises" hereunder,
(b) references in the Underlying Lease to "Landlord" shall be deemed to refer to
"Sublessor" hereunder, (c) references in the Underlying Lease to "Tenant" shall
be deemed to refer to "Subtenant" hereunder, (d) references in the Underlying
Lease to "this Lease" shall be deemed to refer to "this Sublease", (e)
references in the Underlying Lease to the "term of this Lease" or words of
similar import shall be deemed to mean the "term of this Sublease", and (f)
references in the Underlying Lease to "Basis Rent" and "Additional Rent" shall
be deemed to refer to the "fixed rent" and "Additional Rent", respectively,
hereunder. Any terms used in this Sublease and not otherwise defined herein
shall have the meanings ascribed to such terms in the Underlying Lease.

                                    ARTICLE 5

                                      Rent.

         5.01. Subtenant shall pay to Sublessor, without notice or demand and
without any abatement, deduction or set off whatsoever, in lawful money of the
United States of America, fixed annual rent (hereafter sometimes called "fixed
rent") in the following amounts:

     ---------------------------------------------------------------------
     Period                                              Annual Basic Rent
     ---------------------------------------------------------------------
     Effective Date through November 30, 2005               $36,000.00
     ---------------------------------------------------------------------
     December 1, 2005 through November 30, 2006             $37,080.60
     ---------------------------------------------------------------------
     December 1, 2006 through November 30, 2007             $38,192.40
     ---------------------------------------------------------------------
     December 1, 2007 through November 30, 2008             $39,338.17
     ---------------------------------------------------------------------
     December 1, 2008 through November 30, 2009             $40,518.32
     ---------------------------------------------------------------------
     December 1, 2009 through November 30, 2010             $41,733.87
     ---------------------------------------------------------------------
     December 1, 2010 through Expiration Date               $42,985.88
     ---------------------------------------------------------------------

         5.02. If by reason of any of the provisions of this Sublease, the term
hereof shall commence with respect to all or any of the Sublease Premises on a
day other than the first day of a month, fixed rent for such month shall be
prorated on a per diem basis.

                                       14


         5.03. Subtenant shall also pay to Sublessor "Additional Rent"
consisting of all such other sums of money as shall become due from and payable
by Subtenant to Sublessor under this Sublease.

                                    ARTICLE 6

                        Termination of Underlying Lease.

         6.01. If for any reason the term of the Sublease is terminated prior to
the Expiration Date, this Sublease shall thereupon be terminated.

                                    ARTICLE 7

            Underlying Lease Modifications, Deletions and Insertions.

         7.01. For purposes of incorporation of the Underlying Lease into this
Sublease:

               A. Article 8 of the Latest Amendment shall not apply to this
Sublease.

               B. Addresses for notice to Sublessor and Subtenant shall be the
addresses therefor first hereinabove stated.

               C. The number eleven thousand two hundred twenty-four (11,224)
shall be deleted from Article 2(d) of the Latest Amendment, and the number one
thousand five hundred (1,500) shall be inserted in lieu thereof.

               D. The number seven (7) shall be deleted from Article 14 of the
Latest Amendment, and the number three (3) shall be inserted in lieu thereof.

               E. References in the Underlying Lease to the Storage Space shall
not apply to the Subleased Premises.

               F. For purposes of incorporating the Underling Lease into this
Sublease, the term "Tenant's Proportionate Share" shall be deemed to mean
".54%".

               G. Any obligation under the Underlying Lease for the performance
by Landlord of any alterations, construction, maintenance or repairs or the
providing of any services to the Premises shall in no event be or become an
obligation of Sublessor and Subtenant shall look solely to Landlord for the
performance thereof.

                                    ARTICLE 8

                                 Miscellaneous.

         8.01 If any provisions of this Sublease shall be at variance with the
provisions of the Underlying Lease, the provisions of this Sublease shall
prevail. This Sublease shall not be changed orally but only by an agreement in
writing signed by the party against whom the enforcement of such change is
sought.

                                       15


         8.02 This Sublease shall be governed in all respects by the laws of the
State of New York.

         8.03 The marginal notes in this instrument are used for convenience in
finding the subject matters, and are not to be taken as part of this instrument;
or to be used in determining the intent of the parties, or otherwise
interpreting this instrument.

         8.04 This Agreement shall apply to and bind the respective heirs,
distributees, executors, administrators, successors and assigns of the parties
hereto but this Section shall not be construed as a consent to any assignment or
subletting by the Subtenant.


         IN WITNESS WHEREOF, this Sublease has been duly executed on the day and
year first hereinabove written.


                                        AMERICAN PARA PROFESSIONAL
                                             SYSTEMS, INC., Sublessor

                                        By: /s/ Gary Gelman
                                            Name:  Gary Gelman
                                            Title: Chairman


                                        AMERICAN CLAIMS EVALUATION, INC.,
                                             Subtenant

                                        By: /s/ Gary Gelman
                                            Name:  Gary Gelman
                                            Title: Chief Executive Officer




                                       16

EX-31.1

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Gary Gelman, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of American Claims
     Evaluation, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the small business issuer as of, and for, the periods presented in this
     report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
     [***Omitted pursuant to extended compliance period] for the small business
     issuer and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     (b)  [***Omitted pursuant to extended compliance period];

     (c)  Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and

     (d)  Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the audit
     committee of the small business issuer's board of directors (or persons
     performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.

Date: November 10, 2004

/s/ Gary Gelman

Gary Gelman
Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Gary J. Knauer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of American Claims
     Evaluation, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the small business issuer as of, and for, the periods presented in this
     report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
     [***Omitted pursuant to extended compliance period] for the small business
     issuer and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     (b)  [***Omitted pursuant to extended compliance period];

     (c)  Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and

     (d)  Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the audit
     committee of the small business issuer's board of directors (or persons
     performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.

Date: November 10, 2004

/s/  Gary J. Knauer

Gary J. Knauer
Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Claims Evaluation, Inc. (the
"Company") on Form 10-QSB for the period ended September 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Gary Gelman, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.


/s/ Gary Gelman

Gary Gelman
Chief Executive Officer
November 10, 2004













A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to American Claims Evaluation, Inc.
and will be retained by American Claims Evaluation, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.

EX-32.2

                                                                    EXHIBIT 32.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Claims Evaluation, Inc. (the
"Company") on Form 10-QSB for the period ended September 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Gary J. Knauer, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.


/s/ Gary J. Knauer

Gary J. Knauer
Chief Financial Officer
November 10, 2004

















A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to American Claims Evaluation, Inc.
and will be retained by American Claims Evaluation, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.