10QSB 1 file1.htm


                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 June 30, 2006

             { } 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)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of August 14, 2006, there were 4,761,800 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. AND SUBSIDIARY

                                      INDEX


                                                                        Page No.
                                                                        --------

PART I  - FINANCIAL INFORMATION

Item 1.   Financial Statements

            Condensed Consolidated Balance Sheets as of June 30, 2006
              (unaudited) and March 31, 2006                                3

            Condensed Consolidated Statements of Operations for the
              Three Months ended June 30, 2006 and 2005 (unaudited)         4

            Condensed Consolidated Statements of Cash Flows for the
              Three Months ended June 30, 2006 and 2005 (unaudited)         5

            Notes to Condensed Consolidated Financial Statements
              (unaudited)                                                 6 - 8

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

Item 3.   Controls and Procedures                                        10 - 11

PART II - OTHER INFORMATION

Item 6.   Exhibits                                                          12

SIGNATURES                                                                  13





                                       2


                     PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                      Condensed Consolidated Balance Sheets



                                                                           June 30, 2006         Mar. 31, 2006
                                                                         -------------------   ------------------
                                                                             (Unaudited)

                            Assets
Current assets:
       Cash and cash equivalents                                                $ 6,885,295          $ 6,939,798
       Accounts receivable, net                                                      95,479               90,716
       Prepaid expenses                                                              46,838               36,870
                                                                         -------------------   ------------------
            Total current assets                                                  7,027,612            7,067,384

Property and equipment, net                                                          13,317               16,224
                                                                         -------------------   ------------------
            Total assets                                                        $ 7,040,929          $ 7,083,608
                                                                         ===================   ==================

                  Liabilities and Stockholders' Equity
Current liabilities:
       Accounts payable                                                            $ 24,448             $ 18,193
       Accrued expenses                                                             106,678              101,024
                                                                         -------------------   ------------------
            Total current liabilities                                               131,126              119,217
                                                                         -------------------   ------------------

Commitments

Stockholders' equity:
       Common stock, $.01 par value.  Authorized
            10,000,000 shares; issued 5,050,000
            shares; outstanding 4,761,800 shares                                     50,500               50,500
       Additional paid-in capital                                                 4,586,849            4,586,849
       Retained earnings                                                          2,734,295            2,788,883
                                                                         -------------------   ------------------
                                                                                  7,371,644            7,426,232
       Treasury stock, at cost                                                     (461,841)            (461,841)
                                                                         -------------------   ------------------
            Total stockholders' equity                                            6,909,803            6,964,391
                                                                         -------------------   ------------------
            Total liabilities and stockholders' equity                          $ 7,040,929          $ 7,083,608
                                                                         ===================   ==================



See accompanying notes to condensed consolidated financial statements.

                                       3


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Operations

                                   (Unaudited)



                                                                     Three months ended
                                                            --------------------------------------
                                                                June 30,            June 30,
                                                                  2006                2005
                                                            ------------------  ------------------

Revenues                                                            $ 247,534           $ 287,221
Cost of services                                                      120,386             151,209
                                                            ------------------  ------------------

     Gross margin                                                     127,148             136,012

Selling, general, and administrative expenses                         270,964             303,775
                                                            ------------------  ------------------

     Operating loss                                                  (143,816)           (167,763)

Interest income                                                        89,228              59,345
                                                            ------------------  ------------------

     Loss before income tax expense                                   (54,588)           (108,418)

Income tax expense                                                          -                   -
                                                            ------------------  ------------------

     Net loss                                                       $ (54,588)         $ (108,418)
                                                            ==================  ==================

Net loss per share - basic and diluted                                $ (0.01)            $ (0.02)
                                                            ==================  ==================

Weighted average shares - basic and diluted                         4,761,800           4,841,467
                                                            ==================  ==================


See accompanying notes to condensed consolidated financial statements.

                                       4


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows

                                   (Unaudited)



                                                                                          Three months ended
                                                                               -----------------------------------------
                                                                                   June 30,               June 30,
                                                                                     2006                   2005
                                                                               ------------------    -------------------

Cash flows from operating activities:
     Net loss                                                                          $ (54,588)            $ (108,418)
                                                                               ------------------    -------------------
     Adjustments to reconcile net loss to net
       cash used in operating activities:
        Depreciation                                                                       2,907                  8,341
        Changes in assets and liabilities:
            Accounts receivable                                                           (4,763)                24,105
            Prepaid expenses                                                              (9,968)                (2,113)
            Accounts payable                                                               6,255                  8,119
            Accrued expenses                                                               5,654                 (4,873)
            Income taxes payable                                                               -                 (1,228)
                                                                               ------------------    -------------------
                                                                                              85                 32,351
                                                                               ------------------    -------------------
            Net cash used in operating activities                                        (54,503)               (76,067)
                                                                               ------------------    -------------------

Cash flows from investing activities:
     Capital expenditures                                                                      -                 (1,789)
                                                                               ------------------    -------------------
            Net cash used in investing activities                                              -                 (1,789)
                                                                               ------------------    -------------------

Cash flows from financing activities:
     Purchase of treasury shares                                                               -                (84,381)
                                                                               ------------------    -------------------
            Net cash used in financing activities                                              -                (84,381)
                                                                               ------------------    -------------------

Net decrease in cash and cash equivalents                                                (54,503)              (162,237)

Cash and cash equivalents - beginning of period                                        6,939,798              7,371,185
                                                                               ------------------    -------------------

Cash and cash equivalents - end of period                                            $ 6,885,295             $7,208,948
                                                                               ==================    ===================

Supplemental disclosure of cash flow information:
     Income taxes paid                                                                       $ -                    $ -
                                                                               ==================    ===================



See accompanying notes to condensed consolidated financial statements.

                                       5


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

              Notes to Condensed 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 make the consolidated
financial position, results of operations and cash flows for the interim periods
not misleading. Interim periods are not necessarily indicative of results for a
full year.

These condensed consolidated financial statements should be read in conjunction
with the audited consolidated financial statements of the Company for the fiscal
year ended March 31, 2006 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 ended June 30, 2006 and 2005:




                                                         Three months ended
                                                    ---------------------------
                                                      06/30/06        06/30/05
                                                    -----------     -----------

Numerator:
     Net loss                                       $   (54,588)    $  (108,418)
                                                    ===========     ===========
Denominator:
     Denominator for basic loss per share -
        weighted average shares                       4,761,800       4,841,467
     Effect of dilutive securities -
        Stock options                                      --              --
                                                    -----------     -----------
     Denominator for diluted
        loss per share                                4,761,800       4,841,467
                                                    ===========     ===========
Basic loss per share                                $     (0.01)    $     (0.02)
                                                    ===========     ===========

Diluted loss per share                              $     (0.01)    $     (0.02)
                                                    ===========     ===========



Potentially dilutive securities consisting of employee stock options to purchase
1,236,000 and 938,500 shares as of June 30, 2006 and 2005, respectively, were
not included in the diluted net loss per share calculations because their effect
would have been anti-dilutive.

                                       6



Stock Option Plans
------------------

Effective January 1, 2006, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123 (revised 2004) Share-Based
Payment ("SFAS 123R") requiring that compensation cost relating to share-based
payment transactions be recognized in the financial statements. The cost is
measured at the grant date, based on the calculated fair value of the award, and
is recognized as an expense over the recipient's requisite service period
(generally the vesting period of the equity award). Prior to January 1, 2006,
the Company accounted for share-based compensation in accordance with Accounting
Principles Board Opinion No. 25 ("APB No. 25"), Accounting for Stock Issued to
Employees, and related provisions. The Company also followed the disclosure
requirements of SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS
123"), as amended by SFAS No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure. The Company adopted SFAS No. 123R using the modified
prospective method and, accordingly, financial statement amounts for prior
periods presented in this Form 10-QSB have not been restated to reflect the fair
value method of recognizing compensation cost relating to stock options.

Under APB No. 25, there was no compensation cost recognized in the three months
ended June 30, 2005 as these options had exercise prices equal to the market
value of the underlying stock at the grant date. The following table sets forth
pro forma information as if compensation cost had been determined consistent
with the requirements of SFAS 123 for the three months ended June 30, 2005:

                                                                  Three months
                                                                     ended
                                                                    06/30/05
                                                                  -----------
Numerator:
   Net loss                                                       $  (108,418)
Deduct:
   Total stock-based employee
   compensation expense determined under
   fair value method for options granted                               (9,263)
                                                                  -----------
Pro forma net loss                                                $  (117,681)
                                                                  ===========
Net loss per share:
   Basic and diluted - as reported                                $     (0.02)
                                                                  ===========
   Basic and diluted - pro forma                                  $     (0.02)
                                                                  ===========

                                       7


The following table summarizes information about stock option activity for the
three months ended June 30, 2006:



                                                                                  Weighted
                                                                Weighted-          Average
                                                                Average           Remaining       Aggregate
                                                                Exercise         Contractual      Intrinsic
                                               Shares            Price              Term            Value
                                            ------------      ------------      ------------     ------------

Outstanding at March 31, 2006                 1,236,000        $     1.96         6 years
  Granted                                             -
  Expired                                             -
                                              ---------
Outstanding at June 30, 2006                  1,236,000        $     1.96         5 years         $ 216,000
                                              =========
Exercisable at June 30, 2006                  1,236,000        $     1.96         5 years         $ 216,000
                                              =========


At June 30, 2006, there was no unrecognized compensation cost related to
non-vested stock option awards.

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 on Form 10-KSB
for the fiscal year ended March 31, 2006. 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 ended June 30, 2006 and 2005
-----------------------------------------------------------------

Revenues for the quarterly period ended June 30, 2006 were $247,534, a decrease
of 13.8% from the $287,221 reported for the three month period ended June 30,
2005. This shortfall was principally the result of a decrease in vocational
rehabilitation services performed for the Washington State Department of Labor &
Industries ("L&I") during the three months ended June 30, 2006 compared to the
comparable period last year.

L&I uses a statistical formula to measure vocational rehabilitation provider
performance. Based on this formula, each provider's performance is compared to
his/her peers statewide and individual counselors and provider firms are
assigned either a conditional or eligible rating. Through July 11, 2006, these
ratings were made available to L&I's claims managers to assist them in choosing
a provider when making a vocational referral. RPM Rehabilitation & Associates,
Inc. ("RPM"), the Company's wholly owned subsidiary, had a conditional rating

                                       8


which negatively impacted its ability to acquire referrals from L&I. Although
RPM continued to receive cases from L&I, the rate at which they were received
had lessened. However, effective July 11, 2006, a Washington court entered a
ruling restricting L&I's use of this performance measurement formula and
eliminated the distinction between eligible and conditional providers. Although
claims managers must now consider all providers when assigning cases, RPM's
ability to achieve increases in the number of future referrals from L&I is not
assured.

Cost of services as a percentage of revenues for the three month periods ended
June 30, 2006 and 2005 were 48.6% and 52.6%, respectively. The decrease in cost
of services resulted from a change in the mix of vocational rehabilitation
services being performed by the Company.

Selling, general and administrative expenses for the quarter ended June 30, 2006
decreased to $270,964 from $303,775 for the three months ended June 30, 2005.
This decrease was accounted for by a reduction in the Company's payroll and
payroll related costs. During the three months ended June 30, 2005, the Company
had increased its payroll expenditures as a result of the hiring of an
individual to market vocational rehabilitation and related services.

Interest income for the three months ended June 30, 2006 increased to $89,228
from the $59,345 recorded during the three months ended June 30, 2005. This
increase is directly related to incrementally higher interest rates during the
current fiscal year.

Liquidity and Capital Resources
-------------------------------

At June 30, 2006, the Company had working capital of $6,896,486 as compared to
working capital of $6,948,167 at March 31, 2006. The Company believes that it
has sufficient cash resources and working capital to meet its present cash
requirements.

During the three months ended June 30, 2006, net cash used in operations of
$54,503 consisted principally of a net loss of $54,588.

The Company used $84,381 in its financing activities to purchase shares of its
common stock during the quarter ended June 30, 2005.

Minimum lease payments under non-cancelable leases and subleases, exclusive of
future escalation charges, for the remainder of fiscal 2007 and fiscal years
ending thereafter are as follows:

                2007                 $   61,000
                2008                     83,000
                2009                     51,000
                2010                     41,000
                2011                     42,000
                Thereafter               29,000
                                   ---------------
                                     $  307,000
                                   ===============

                                       9


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.

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 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 June 30, 2006, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the 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 Rule 13a-15 under the Securities Exchange
Act of 1934, as amended. 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 over financial
reporting or in other factors that could significantly affect the internal
controls over financial reporting

                                       10


subsequent to the date of the Company's evaluation in connection with the
preparation of this Form 10-QSB.

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.































                                       11


                           PART II - OTHER INFORMATION

Item 6. Exhibits.

          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













                                       12



                                   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: August 14, 2006                  By: /s/ Gary Gelman
                                           -------------------------------------
                                           Gary Gelman
                                           Chairman of the Board,
                                           President and Chief Executive Officer


Date: August 14, 2006                  By: /s/ Gary J. Knauer
                                           -------------------------------------
                                           Gary J. Knauer
                                           Chief Financial Officer,
                                           Treasurer and Secretary







                                       13