10QSB

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

	For the quarterly period ended September 30, 2007

		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 incorporation or organization)			(I.R.S. Employer 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   

As of November 14, 2007, 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   

AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

INDEX

						Page No.
PART I — FINANCIAL INFORMATION
Item 1.			Financial Statements			3
			Condensed Consolidated Balance Sheets as of September 30, 2007 (unaudited) and March 31, 2007			3
			Condensed Consolidated Statements of Operations for the Three and Six Months ended September 30, 2007 and 2006 (unaudited)			4
			Condensed Consolidated Statements of Cash Flows for the Six Months ended September 30, 2007 and 2006 (unaudited)			5
			Notes to Condensed Consolidated Financial Statements (unaudited)			6-7
Item 2.			Management’s Discussion and Analysis or Plan of Operation			7-8
Item 3.			Controls and Procedures			9
PART II — OTHER INFORMATION
Item 6.			Exhibits			10
SIGNATURES						11

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PART I — FINANCIAL INFORMATION

Item 1.    Financial Statements.

AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

			Sept. 30, 2007						Mar. 31, 2007
			(Unaudited)
Assets
Current assets:
Cash and cash equivalents				$	6,466,746					$	6,647,267
Accounts receivable, net					60,230						64,851
Prepaid expenses					24,407						41,154
Total current assets					6,551,383						6,753,272
Property and equipment, net					111,777						83,627
Total assets				$	6,663,160					$	6,836,899
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable				$	39,110					$	22,394
Accrued expenses					80,880						101,887
Total current liabilities					119,990						124,281
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					4,931,099						4,646,099
Retained earnings					2,023,412						2,477,860
					7,005,011						7,174,459
Treasury stock, at cost					(461,841	)					(461,841	)
Total stockholders’ equity					6,543,170						6,712,618
Total liabilities and stockholders’ equity				$	6,663,160					$	6,836,899

See accompanying notes to condensed consolidated financial statements.

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AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations
(Unaudited)

			Three months ended												Six months ended
			Sept. 30, 2007						Sept. 30, 2006						Sept. 30, 2007						Sept. 30, 2006
Revenues				$	184,606					$	194,587					$	371,882					$	442,121
Cost of services					93,092						98,040						183,888						218,426
Gross margin					91,514						96,547						187,994						223,695
Selling, general and administrative expenses					269,206						248,614						822,842						519,578
Operating loss					(177,692	)					(152,067	)					(634,848	)					(295,883	)
Interest income					90,133						92,601						180,400						181,829
Loss before income tax expense					(87,559	)					(59,466	)					(454,448	)					(114,054	)
Income tax expense					—						—						—						—
Net loss				$	(87,559	)				$	(59,466	)				$	(454,448	)				$	(114,054	)
Net loss per share – basic and diluted				$	(0.02	)				$	(0.01	)				$	(0.10	)				$	(0.02	)
Weighted average shares – basic and diluted					4,761,800						4,761,800						4,761,800						4,761,800

See accompanying notes to condensed consolidated financial statements.

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AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows
(Unaudited)

			Six months ended
			Sept. 30, 2007						Sept. 30, 2006
Cash flows from operating activities:
Net loss				$	(454,448	)				$	(114,054	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation					12,003						5,427
Stock compensation expense					285,000						—
Changes in assets and liabilities:
Accounts receivable					4,621						13,227
Prepaid expenses					16,747						6,417
Accounts payable					16,716						2,358
Accrued expenses					(21,007	)					(14,885	)
					314,080						12,544
Net cash used in operating activities					(140,368	)					(101,510	)
Cash flows from investing activities:
Capital expenditures					(40,153	)					(79,982	)
Net cash used in investing activities					(40,153	)					(79,982	)
Net decrease in cash and cash equivalents					(180,521	)					(181,492	)
Cash and cash equivalents at beginning of period					6,647,267						6,939,798
Cash and cash equivalents at end of period				$	6,466,746					$	6,758,306

See accompanying notes to condensed consolidated financial statements.

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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, 2007 and the notes thereto contained in the Company’s Annual Report on Form 10-KSB, as filed with the Securities and Exchange Commission (the ‘‘SEC’’).

Net Loss Per Share

Basic earnings per share are computed on the weighted average common shares outstanding. Diluted earnings per share reflects the maximum dilution from potential common shares issuable pursuant to the exercise of stock options, if dilutive, outstanding during each period. Potentially dilutive securities consisting of employee and director stock options to purchase 1,236,000 shares as of September 30, 2007 and 2006 were not included in the diluted net loss per share calculations because their effect would have been anti-dilutive.

Stock Option Plans

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (‘‘SFAS 123R’’). Under these provisions, stock-based compensation 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 grant).

The Company recognized stock-based compensation totaling $285,000 during the six months ended September 30, 2007 based on the fair value of stock options granted. This expense is included in selling, general and administrative expenses in the Consolidated Statements of Operations. At September 30, 2007, all outstanding options to purchase shares are fully vested. However, certain option grants contain disposition restrictions which prohibit the sale of 50% of the shares obtained through the exercise of such awarded options until the first anniversary of the grant date and the remaining 50% of the shares obtained through the exercise of the awarded options until the second anniversary of the grant date.

The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. Under this method, the weighted average fair value of stock options granted during the six months ended September 30, 2007 was $0.95. In addition to the exercise price of the awards, certain weighted average assumptions were used to estimate the fair value of stock option grants as follows: expected volatility of 47.6%, expected dividend yield of 0%, risk – free interest rate of 5.05% and an expected option term of 5 years.

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The following table summarizes information about stock option activity for the six months ended September 30, 2007:

			Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Term			Aggregate Intrinsic Value
Outstanding at March 31, 2007					1,236,000					$	1.95				4.6 years
Granted					300,000					$	1.97				10 years
Expired					(300,000	)				$	1.25				—
Outstanding at Sept. 30, 2007					1,236,000					$	2.12				6.6 years					—
Exercisable at Sept. 30, 2007					1,236,000					$	2.12				6.6 years					—

There were no options outstanding with an exercise price less than the closing price of the Company’s shares of $1.15 as of September 30, 2007. Accordingly, there was no aggregate intrinsic value associated with outstanding options at September 30, 2007.

At September 30, 2007, 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. 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, 2007. The accounting policies used in preparing our interim condensed consolidated financial statements are the same as those described in such Annual Report.

Results of Operations — Six Months ended September 30, 2007 and 2006

Revenues for the quarterly period ended September 30, 2007 were $184,606, a decrease of 5.1% from the $194,587 reported for the three month period ended September 30, 2006. This decrease was due to the loss of revenue from a community access program contract during the prior quarter ended June 30, 2007. Revenues for the six months ended September 30, 2007 were $371,882, a decrease of 15.9% from the $442,121 reported for the six months ended September 30, 2006. This decrease is attributable to two factors. In the prior fiscal year, the Company lost the services of its highest producing consultant due to medical reasons during the second fiscal quarter. Accordingly, the revenue reported for the first quarter of the prior fiscal year had not yet been affected by this event. In addition, as previously mentioned, the Company ceased providing services under a community access program contract during the three-month per iod ended June 30, 2007.

Cost of services as a percentage of revenues were consistent for all comparative periods. This percentage for the three-month periods ended September 30, 2007 and 2006 was 50.4% and the cost of services as a percentage of revenues for the six month periods ended September 30, 2007 and 2006 was 49.4%.

Selling, general and administrative expenses for the quarter ended September 30, 2007 increased to $269,206 from $248,614 for the three months ended September 30, 2006. Selling, general and administrative expenses for the six months ended September 30, 2007 increased to $822,842 from $519,578 for the six months ended September 30, 2006. This increase resulted from $285,000 of stock based compensation expense recorded in accordance with the provisions of SFAS 123R for stock options granted during the first quarter of the current fiscal year.

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Interest income for the three and six month periods ended September 30, 2007 was $90,133 and $180,400, respectively. Interest income for the three and six months ended September 30, 2006 was $92,601 and $181,829, respectively. These decreases were related to a decrease in the cash and cash equivalents available for investment.

Liquidity and Capital Resources

At September 30, 2007, the Company had working capital of $6,431,393 as compared to working capital of $6,628,991 at March 31, 2007. 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, 2007, net cash used in operations of $140,368 consisted principally of a net loss of $454,448 offset by stock based compensation expense of $285,000. Included in the $40,153 of investing activities during the six months ended September 30, 2007 is $39,005 related to the purchase of an automobile for use by the Chief Financial Officer.

Minimum lease payments under non-cancelable leases and subleases, exclusive of future escalation charges, for the remainder of fiscal 2008 and fiscal years ending thereafter are as follows:

2008				$	42,000
2009					51,000
2010					41,000
2011					42,000
2012					29,000
Total minimum lease payments				$	205,000

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.

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.

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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, 2007, 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 SEC 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 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.

9

PART II — OTHER INFORMATION

Item 6.    Exhibits.

Exhibit 3(i)			Amended and Restated Certificate of Incorporation, dated October 31, 2007
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

10

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 14, 2007			By:			/s/ Gary Gelman
						Gary Gelman Chairman of the Board, President and Chief Executive Officer
Date: November 14, 2007			By:			/s/ Gary J. Knauer
						Gary J. Knauer Chief Financial Officer, Treasurer and Secretary

11

EX-3.(I)

EXHIBIT 3(i)

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN CLAIMS EVALUATION, INC.

(Under Section 807 of the Business Corporation Law of the State of New York)

1.	The name of the corporation is AMERICAN CLAIMS EVALUATION, INC.

2.	The Certificate of Incorporation of the corporation was originally filed by the Department of State of the State of New York on December 11, 1981.

3.	The Certificate of Incorporation as now in full force and effect is hereby amended to effect the following changes authorized in Section 801 of the Business Corporation Law:

	1.	To change the purposes of the corporation.

	2.	To increase the total number of authorized shares of common stock, par value $.01 per share, from ten (10) million shares to twenty (20) million shares.

	3.	Article SEVENTH relating to permitting the corporation’s shareholders to act without a meeting by written consent of the holders of less than all of the outstanding shares shall be added.

	4.	Article EIGHTH relating to prescribing a majority vote of the outstanding shares for the adoption or approval of a plan of merger or consolidation, the sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation, or a plan of binding share exchanges shall be added.

4.	The Certificate of Incorporation is being restated as amended and set forth in its entirety as follows:

FIRST:    The name of the proposed corporation is AMERICAN CLAIMS EVALUATION, INC.

SECOND:    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

For the accomplishment of the aforesaid purpose, and in furtherance thereof, the corporation shall have and may exercise all of the powers, rights and privileges which are now and may hereafter be conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations thereof contained in the laws of the State of New York.

THIRD:    The aggregate number of shares of capital stock of the corporation is 20,000,000, all of which shall be common stock, par value $.01 per share (‘‘Common Stock’’).

	(1)	Each share of Common Stock issued and outstanding shall be identical in all respects one with the other, and no dividends shall be paid on any share of Common Stock unless the same dividend is paid on all shares of Common Stock outstanding at the time of such payment.

	(2)	Except as may be provided by the Business Corporation Law of the State of New York, the holders of Common Stock shall have exclusively all other rights of shareholders including, but not by way of limitation: (i) the right to receive dividends when, as, and if declared by

		the Board of Directors out of assets lawfully available therefor, and (ii) in the event of any distribution of assets upon liquidation, dissolution or winding up of this corporation or otherwise the right to receive ratably and equally all of the assets and funds of the corporation remaining after the payment to other parties of any amounts to which such parties are lawfully entitled to receive upon such liquidation, dissolution or winding up of the corporation as herein provided.

	(3)	Each holder of any shares of Common Stock shall be entitled to one vote for each share of Common Stock held on any matter requiting shareholder approval.

	(4)	All preemptive rights, or other rights of shareholders to subscribe pro rata to their holdings in the corporation upon issuance of new shares, are expressly eliminated.

FOURTH:    The office of the corporation shall be located in the Town of Jericho, County of Nassau and State of New York.

FIFTH:    The Secretary of State is designated as the agent of the corporation upon whom process in any action or proceeding against it may be served within the State of New York. The address to which the Secretary of State shall mail a copy of any process against the corporation which may be served upon him pursuant to law is:

AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753-1635
Attention:    Chairman or President

SIXTH:

(a)    No director of the corporation shall be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity; provided however, that the provisions of the foregoing sentence shall not eliminate or limit (1) the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the Business Corporation Law, or (2) the liability of any director for any act or omission prior to the adoption of this Article SIXTH.

(b)    The provisions of this Article SIXTH are in addition to and not in limitation of any other rights a director may have for indemnification for any acts or alleged acts and are in addition to and not in limitation of any other provisions from time to time applicable restricting actions against or reducing liabilities of a director of the corporation, it being the intention of this Article SIXTH to permit a director to obtain the most beneficial treatment to directors with respect to protection from and against costs, expenses and liabilities incurred as a result of service as such, and the benefits of indemnification as may be hereafter permitted to directors of a New York corporation under the laws of the State of New York.

SEVENTH:    Whenever the shareholders are required or permitted to take any action by vote, such action may be taken without a meeting upon written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided that no such written consent shall be effective unless written consents signed by a sufficient number of holders to take action are delivered to the corporation within the time, and in the manner, required by paragraph (b) of Section 615 of the Business Corporation Law.

EIGHTH:    By an affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon, (i) a plan of merger or consolidation in which the corporation would be a constituent corporation nay be adopted by the shareholders of the corporation as provided in Section 903 of the Business Corporation Law, (ii) a sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation may be approved by the shareholders of the corporation, and the

shareholders of the corporation may fix, or may authorize the board of directors of the corporation to fix, any of the terms and conditions of such sale, lease, exchange or other disposition and the consideration to be received by the corporation therefor, as provided in Section 909 of the Business Corporation Law, or (iii) a plan of exchange in which the corporation would be the subject corporation, within the meaning of Section 913 of the Business Corporation Law, may be adopted by the shareholders of the corporation as provided in paragraph (c) of Section 913 of the Business Corporation Law.

5.

The above restated certificate of incorporation (including the amendments effected herein) was authorized by the Board of Directors of the corporation at a meeting of the Board of Directors held on June 20, 2007, followed by the requisite vote of the outstanding shares entitled to vote thereon which votes were cast at the (i) annual meeting of the shareholders of the corporation held on October 9, 2007 and (ii) adjourned annual meeting of shareholders of the corporation held on October 31, 2007, pursuant to Sections 801, 803 and 807 of the Business Corporation Law of the State of New York.

6.	Upon filing with the Department of State, the original certificate of incorporation of the corporation and any amendments thereto shall be superseded and this amended and restated certificate of incorporation shall be the certificate of incorporation of the corporation.

IN WITNESS WHEREOF, this amended and restated certificate has been subscribed to this 31^st day of October, 2007 by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ Gary Gelman                                        
Gary Gelman
President and Chief Executive Officer

/s/ Gary J. Knauer                                    
Gary J. Knauer
Secretary

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN CLAIMS EVALUATION, INC.

Under Section 807 of the Business Corporation Law
of the State of New York

Filed by:

SILLER WILK LLP
675 Third Avenue
New York, NY 10017-5704

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 14, 2007

/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 14, 2007

/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, 2007 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. § 1350, as adopted pursuant to § 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 14, 2007

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, 2007 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. § 1350, as adopted pursuant to § 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 14, 2007

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.