<SUBMISSION>
<ACCESSION-NUMBER>0000950136-04-002051
<TYPE>10KSB
<PUBLIC-DOCUMENT-COUNT>8
<PERIOD>20040331
<FILING-DATE>20040628
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERICAN CLAIMS EVALUATION INC
<CIK>0000774517
<ASSIGNED-SIC>8300
<IRS-NUMBER>112601199
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10KSB
<ACT>34
<FILE-NUMBER>000-14807
<FILM-NUMBER>04883825
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<BUSINESS-ADDRESS>
<STREET1>375 N BROADWAY
<STREET2>ONE JERICHO PLAZA
<CITY>JERICHO
<STATE>NY
<ZIP>11753
<PHONE>5169388000
</BUSINESS-ADDRESS>
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<STREET1>ONE JERICHO PLAZA
<CITY>JERICHO
<STATE>NY
<ZIP>11753
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM 10-KSB
<TEXT>
<PAGE>








                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                    For the fiscal year ended March 31, 2004

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

                     For the transition period from to ____

                         Commission file number 0-14807

                        AMERICAN CLAIMS EVALUATION, INC.
                 (Name of small business issuer 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, NY 11753
               (Address of principal executive offices) (Zip Code)

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

      Securities registered under Section 12(b) of the Exchange Act: None.

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.01 par value
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days: Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ending March 31, 2004 were $1,190,921.

On June 21, 2004, the aggregate market value of the registrant's common stock
held by non-affiliates was $2,572,702. For purposes of this disclosure, shares
of common stock held by directors, officers and stockholders whose ownership
exceeds five percent of the common stock outstanding were excluded. Exclusion of
shares held by any person should not be construed to indicate that such person
possesses the power, direct or indirect, to direct or cause the direction of
management or policies of the issuer, or that such person is controlled by or
under common control with the issuer.

The number of shares of the registrant's common stock outstanding on June 21,
2004 was 4,859,800.

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

Transitional Small Business Disclosure Format (check one): Yes [  ]  No [X]


<PAGE>



                                     PART I

Item 1.  Description of Business.

American Claims Evaluation, Inc. (the "Company") was incorporated in the State
of New York and commenced operations in April 1982. The Company provides a full
range of vocational rehabilitation and disability management services designed
to maximize injured workers' abilities in order to reintegrate them into their
respective communities through its wholly owned subsidiary, RPM Rehabilitation &
Associates, Inc. ("RPM").

The functional capabilities of the injured workers referred to the Company vary.
Comprehensive, in-house vocational evaluations are utilized to assess aptitudes,
interests, values and abilities. Issues of medical restrictions, functional
overlays, illiteracy and occupational diseases are assessed and factored into
the development of a rehabilitation strategy.

Specifically, in working with injured workers, the purpose and intent are to
bring the injured worker back to work with the employer of injury as soon as
medically feasible. The role of a vocational rehabilitation consultant is to
convene the claimant, the employer of injury, and associated medical
professionals to facilitate an expedited return to work, utilizing the
principles of job accommodation, job modification and transitional work. In
addition, the consultant can provide medical monitoring of the worker's progress
through pain clinics and work hardening programs. Coordination of these services
assists the worker in building strength and motivation to return to their
employer and/or occupation at the time of injury. The Company's philosophy is
that timely coordination of professional services coupled with education and
liaison with the employer community provides positive results for all parties
concerned.

Some early intervention activities include contacting employers at the time of
injury to develop return to work strategies such as work restructuring and job
modification, on site analysis, local labor market analysis and obtaining work
histories. Feedback from clients' claims managers regarding the Company's
responsive interventions indicates a trusting, team approach, which allows for
clear and accurate assessments that expedite the adjudication process, resulting
in timely and successful case closure.

RPM provides vocational rehabilitation services to the Washington State
Department of Labor & Industries ("L&I"). During 2001, L&I eliminated the
process of awarding contracts to qualifying firms in favor of a new system which
created the opportunity for any firm or individual meeting L&I's requirements to
provide services. To be eligible under this new system, a provider must only
meet certain business practice standards and consultant credentialing criteria
without the necessity of being awarded a contract. All RPM consultants have been
transitioned into the new system and have until December 1, 2006 to meet the
credentialing standards. The Company has instituted a program to assure that all
consultants not currently meeting L&I's credentialing requirements will do so by
the imposed deadline. For the year ended March 31, 2004, L&I accounted for 43%
of the Company's revenues.

Marketing and Advertising

The President of the Company and the President of RPM are responsible for the
Company's sales and marketing program. In addition to direct contact with
leading health care payers, the Company advertises its services in trade
magazines.


                                       2
<PAGE>


Competition

The vocational rehabilitation field is highly competitive. The Company competes
with a number of businesses that provide the same services. Many of these
competitors have a longer operating history, greater financial resources, and
provide other services to insurance companies that the Company does not provide.

Principal competitors in vocational rehabilitation include national firms, such
as Concentra, Inc. and Crawford & Company, as well as many regional firms.
Quality of service, high caliber consultants, proper pricing and range of
services offered are the principal factors that will enable the Company to
compete effectively.

Employees

As of March 31, 2004, the Company had fifteen full-time employees and nine
part-time employees. Of these full-time employees, three were in management,
nine were vocational rehabilitation consultants and three were in
administration.

Item 2.  Description of Property.

The Company leases approximately 2,700 square feet of space at its executive
office in Jericho, New York under a lease, as extended, which expires in
September 2004. RPM leases approximately 3,300 square feet of office space in
Spokane, Washington under a lease, as extended, which expires in June 2005. RPM
also maintains an office in Moses Lake, Washington, which is leased on a
month-to-month basis.

The Company believes that its existing facilities are adequate to meet its
present needs. However, should the Company require additional space it is
assumed that such space will be available.

Item 3.  Legal Proceedings.

The Company is not engaged in any litigation.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the fourth
quarter of the year ended March 31, 2004.


                                       3
<PAGE>



                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.

The Company's common stock, par value $.01 (the "Shares"), trades on the Nasdaq
SmallCap Market under the symbol "AMCE".

The following table sets forth the range of high and low sales prices for the
Company's Shares for each quarter during the period April 1, 2002 through March
31, 2004:

                                                     High              Low
                                                    -------           --------
              Fiscal 2003:

                    4/01/02 - 6/30/02                2.19              1.35
                    7/01/02 - 9/30/02                1.85              1.33
                   10/01/02 - 12/31/02               1.80              1.40
                    1/01/03 - 3/31/03                1.70              1.34

              Fiscal 2004:

                    4/01/03 - 6/30/03                1.93              1.40
                    7/01/03 - 9/30/03                1.70              1.37
                   10/01/03 - 12/31/03               3.95              1.30
                    1/01/04 - 3/31/04                4.00              2.22

The number of holders of the Company's Shares was approximately 656 on March 31,
2004, computed by the number of record holders, inclusive of holders for whom
Shares are being held in the name of brokerage houses and clearing agencies.

The Company has never paid a cash dividend and does not presently anticipate
doing so in the foreseeable future, but expects to retain earnings, if any, for
use in its business.


                                       4
<PAGE>



Item 6.  Management's Discussion and Analysis or Plan of Operation.

Results of Operations

For the fiscal year ended March 31, 2004 ("Fiscal 2004"), revenue from
vocational rehabilitation services totaled $1,190,921 consistent with the
$1,197,700 reported for the fiscal year ended March 31, 2003 ("Fiscal 2003").
Revenue for Fiscal 2003 had experienced a 5.0% decrease from the $1,260,913
generated in the fiscal year ended March 31, 2002 ("Fiscal 2002").

The cost of vocational rehabilitation services was 47.9% of revenues for Fiscal
2004 as compared to 47.8% of revenues for Fiscal 2003. During Fiscal 2002, the
cost of vocational rehabilitation services was 49.1% of revenues. The cost of
services as a percentage of revenues in Fiscal 2003 had decreased as a result of
the decrease in revenue from case management services that incurred higher fees
than the Company's traditional vocational rehabilitation services.

Selling, general and administrative expenses were $1,182,194 and $1,474,350 in
Fiscal 2004 and Fiscal 2003, respectively. During the fourth quarter of the year
ended March 31, 2003, the Company had performed an annual impairment testing of
goodwill as required by Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. As a result of this test, the Company
concluded its goodwill was impaired due to its continued operating losses and
decreases in market capitalization. Specifically, the fair value of the Company
at the consolidated level based on its market capitalization was compared to its
carrying value. This process indicated that the Company's carrying value
exceeded its fair value. The fair value was then allocated to all of the
Company's assets and liabilities. There was no excess fair value over the fair
value allocated to the Company's net assets indicating that goodwill was
impaired. As a result, the Company recorded a non-cash charge of $371,536 to
operations to reflect this impairment of goodwill during Fiscal 2003.

Interest income decreased to $93,173 during Fiscal 2004, as compared to interest
income of $144,479 for Fiscal 2003 as a direct result of continued decreases in
prevailing market interest rates and a decrease in the amount of cash available
for investment purposes.

Management evaluates the realizability of the deferred tax assets and the need
for additional valuation allowances quarterly. Income tax expense for Fiscal
2004 of $6,000 differs from the income tax benefit derived from applying the
statutory rate principally due to an increase in the valuation allowance against
deferred tax assets. Although the Company incurred operating losses in Fiscal
2004, it is still subject to state taxes based on capital. The Company believes
it is more likely than not that the deferred tax assets will not be realized.
During Fiscal 2003, the Company recognized an income tax benefit of $34,000 as a
result of the utilization of Federal tax operating loss carrybacks related to
operating losses incurred, net of state taxes. As of March 31, 2004, the Company
has net operating loss and capital loss carryforwards of $720,000 and $467,000,
respectively, which will be available to reduce future taxable income.

Liquidity and Capital Resources

The Company's primary source of cash is internally generated funds. At March 31,
2004, the Company had working capital of $6,784,468 as compared to working
capital of $7,227,674 at March 31, 2003.

During Fiscal 2004, operating activities used cash of $413,628, primarily due to
its operating loss. The Company used $1,792 in its investing activities for
capital expenditures during the year ended March 31, 2004.

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


                                       5
<PAGE>


Management believes that the Company has sufficient cash resources and working
capital to meet its capital resource requirements for the foreseeable future.

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.

Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of SFAS No. 123. This
statement amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements. The Company will continue to follow the disclosure
requirements of SFAS No. 123, as amended by SFAS No. 148. The FASB recently
indicated that it will eventually require stock-based employee compensation to
be recorded as a charge to earnings. The proposed statement would be applied
prospectively to fiscal years beginning after December 15, 2004. The Company
will continue to monitor the FASB's progress on the issuance of a new standard
and its impact on the Company's consolidated financial statements.

In December 2003, the FASB issued FASB Interpretation Number 46-R ("FIN 46-R"),
Consolidation of Variable Interest Entities. FIN 46-R, which modifies certain
provisions and effective dates of FIN 46, sets forth criteria to be used in
determining whether an investment in a variable interest entity should be
consolidated. These provisions are based on the general premise that if a
company controls another entity through interests other than voting interests,
that company should consolidate the controlled entity. The Company believes that
there are currently no material arrangements that meet the definition of a
variable interest entity which would require consolidation.

The Company has adopted SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS No.
150"). SFAS No. 150 established standards for classifying and measuring certain
financial instruments with characteristics of both liabilities and equity. Among
other things, it specifically requires that mandatorily redeemable instruments,
such as redeemable preferred stock, be classified as a liability. Initial and
subsequent measurements of the instruments differ based on the characteristics
of each instrument and as provided for in the statement. The adoption of SFAS
No.150 had no impact on the Company's financial condition.

Critical Accounting Policies

The Company makes estimates and assumptions in the preparation of its 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. Note 1 of the notes to
the consolidated financial statements includes a summary of the significant
accounting policies used in the preparation of the accompanying consolidated
financial statements, which are those that are most important to the portrayal
of the Company's financial condition and results of operations and which require
management's most difficult and subjective judgments, often as a result of the
need to make estimates about the effect of matters that are inherently
uncertain.


                                       6
<PAGE>


Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this report on Form 10-KSB and the Company's other periodic reports and other
documents incorporated by reference or incorporated herein as exhibits, 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 7.  Financial Statements.

The financial statements required by this Item are set forth at the pages
indicated in Item 13 on page 14 of this report.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

None.

Item 8A.  Controls and Procedures.

Disclosure controls and procedures are designed to ensure the reliability of the
financial statements and other disclosures included in this report. Within 90
days prior to the date of this report, 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.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly 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.


                                       7
<PAGE>



                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

The executive officers and directors of the Company are as follows:

      Name                          Age               Position
      ----                          ---               --------
      Gary Gelman                   57                Chairman of the Board,
                                                      President and
                                                      Chief Executive Officer

      Gary J. Knauer                44                Chief Financial Officer,
                                                      Treasurer and Secretary

      Edward M. Elkin, M.D.         65                Director

      Peter Gutmann                 75                Director

Gary Gelman, the founder of the Company, has been Chairman of the Board since
July 1, 1985 and President, Chief Executive Officer and a director since
inception. Mr. Gelman served as Treasurer from inception to October 1991. Since
1973, Mr. Gelman has also been Chief Executive Officer and a principal of
American Para Professional Systems, Inc., which provides nurses who perform
physical examinations of applicants for life and/or health insurance for
insurance companies. He received a B.A. from Queens College. Since 1996, Mr.
Gelman has been Chairman of the Board of Directors of Misonix, Inc., a publicly
traded company engaged in the design, development and manufacturing of
ultrasonic devices including medical instruments.

Gary J. Knauer joined the Company as its Controller in July 1991 and has served
as Chief Financial Officer and Treasurer since October 1991 and as Secretary
since March 1993. Before joining the Company, he was employed from October 1984
to June 1991 by the accounting firm of KPMG LLP. He is a Certified Public
Accountant and holds a B.S. from the State University of New York at Binghamton.
Since February 1994, Mr. Knauer also serves as Chief Financial Officer of
American Para Professional Systems, Inc.

Edward M. Elkin, M.D. has been a director of the Company since July 1, 1985. For
more than the past five years, Dr. Elkin has been performing services relating
to utilization review and quality assurance in hospitals for the New York State
Department of Health. He is certified by the American Board of Pediatrics and
the American Board of Quality Assurance and Utilization Review Physicians. He
received his B.A. from Harvard College and his M.D. from New York University
School of Medicine.

Peter Gutmann has been a director of the Company since July 1, 1985. For more
than the past twenty years, he has been a Professor of Economics and Finance at
Baruch College, City University of New York and was Chairman of the Economics
and Finance Department from 1971 to 1977. He received a B.A. from Williams
College, a B.S. from Massachusetts Institute of Technology, an M.A. from
Columbia University and a PhD. from Harvard University.

The Company does not presently have an Audit Committee member who meets the
definition of an Audit Committee financial expert as defined in the applicable
Securities and Exchange Commission regulations. However, the Company believes
that its Audit Committee members possess an understanding of GAAP and financial
statements in relation to: a) the size of the Company, b) the scope of the
Company's operations and c) the complexity of its financial statements and
accounting.


                                       8
<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

Under Federal securities laws, the Company's directors, its executive officers
and any person holding more than 10% of the Company's Shares are required to
report their ownership of the Company's Shares and any changes in that ownership
to the Securities and Exchange Commission ("SEC") on the SEC's Forms 3, 4 and 5.
Based on its review of the copies of such forms it has received, the Company
believes that all officers, directors and owners of greater than 10% of the
Company's equity securities complied on a timely basis with all filing
requirements applicable to them with respect to transactions during Fiscal 2004.
One director, Edward M. Elkin, has failed to file one Form 4 with regard to two
trades. He is in the process of correcting such deficiency.

Item 10.  Executive Compensation.

The following table sets forth all compensation paid or accrued to the Company's
Chief Executive Officer and another executive officer for each of the Company's
last three fiscal years. No other executive officer had total annual salary and
bonus which exceeded $100,000 during the fiscal year ended March 31, 2004.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                Long-Term
                                                                               Compensation
                                            Annual Compensation                   Awards
                                -------------------------------------------     ----------
                                                                                 Securities
Name and                                                Other Annual             Underlying         All Other
Principal           Fiscal         Salary     Bonus     Compensation              Options       Compensation
Position             Year            ($)       ($)         ($) (1)                 (#)               ($)(2)
-----------         ------      ------------- --------- -------------------     ------------        ---------
<S>                 <C>        <C>            <C>            <C>               <C>                  <C>
Gary Gelman          2004        $244,311       -             -                  100,000             $2,514
 Chairman,           2003         244,311       -             -                  500,000              2,496
 President           2002         244,311       -             -                       -               2,546
 and CEO
Gary J. Knauer       2004        $119,881       -             -                   30,000             $1,810
 Treasurer,          2003         111,462       -             -                   50,000              1,672
 Secretary           2002         106,081       -             -                       -               1,340
 and CFO
</TABLE>

(1)  The aggregate amount of all perquisites and other personal benefits paid
     were not greater than either $50,000 or 10% of the total annual salary and
     bonus reported for the respective officers.

(2)  Consists of matching contributions made by the Company under the 401(k)
     plan for the fiscal years ended March 31, 2004, 2003 and 2002,
     respectively.

Code of Ethics

The Company has adopted a Code of Ethics (the "Code of Ethics") that applies to
its Chief Executive Officer, Chief Financial Officer, Directors and employees.
The Code of Ethics is attached as an Exhibit to


                                       9
<PAGE>


this Annual Report. Any amendments or waivers to the Code of Ethics will be
promptly disclosed as required by applicable laws, rules and regulations of the
SEC.

Compensation Plans

The following describes plans adopted by the Company pursuant to which cash or
non-cash compensation was paid or distributed during the years ended March 31,
2004, 2003 and 2002 or pursuant to which such compensation may be distributed in
the future, to the Chief Executive Officer and another executive officer.

401(k) Profit Sharing Plan

The Company sponsors a profit sharing plan covering all employees having reached
the age of 21 with one or more years of service which is qualified under Section
401(k) of the Internal Revenue Code. The Company matches 50 percent of employee
contributions up to 3 percent of compensation. Under the terms of the plan,
there is a vesting requirement with respect to Company contributions, but
employees are fully vested in their own salary deferral contributions.

Stock Option Plans

In July 1985, the Company's Board of Directors adopted the 1985 Stock Option
Plan (the "1985 Plan"). The 1985 Plan has expired, except as to options
outstanding (consisting of 27,500 options outstanding at March 31, 2004), and no
additional options may be granted.

In March 1991, the Board of Directors adopted the Company's 1991 Stock Option
Plan (the "1991 Plan") and in October 1991, the shareholders of the Company
ratified, approved and adopted the 1991 Plan. The 1991 Plan has also expired,
except as to options outstanding (consisting of 40,000 options at March 31,
2004), and no additional options may be granted.

On May 7, 1997, the Board of Directors adopted the 1997 Incentive Stock Option
Plan (the "1997 Plan") covering 750,000 Shares. The shareholders of the Company
ratified and approved the 1997 Plan in September 1997.

On August 25, 2000, the Board of Directors adopted the 2000 Incentive Stock Plan
(the "2000 Plan"). The Company's shareholders ratified and approved the 2000
Plan in October 2000. The 2000 Plan permits the granting of an aggregate of
750,000 Shares.

At March 31, 2004, 15,000 and 44,000 options were available for grant under the
1997 Plan and 2000 Plan, respectively.

Under both the 1997 Plan and 2000 Plan, either incentive stock options or
nonstatutory options may be granted as an incentive to key employees (including
directors and officers who are key employees), non-employee directors,
independent contractors and consultants of the Company and to offer an
additional inducement in obtaining the services of such individuals.

The exercise price of the Shares under each option is determined by a committee
appointed by the Board of Directors; provided, however, that the exercise price
shall not be less than the fair market value of the Shares on the date of the
grant. The term of each option granted pursuant to the 1997 and 2000 Plans is
established by the committee appointed by the Board of Directors, in its sole
discretion, provided that the term shall not exceed ten years from the date of
the grant.

On October 7, 2003, the Company granted options to purchase a total of 100,000
Shares under the 2000 Plan and 30,000 Shares under the 1997 Plan at an exercise
price of $1.70 per Share to the Company's executive officers. On March 3, 2004,
the Company extended the grant period on 5,000 Shares previously issued under
the 1985 Plan originally scheduled to expire in March 2004 for an additional
five years.

On June 16, 2004, the Chief Executive Officer exercised options to purchase a
total of 600,000 Shares under the 2000 Plan for $1,070,000.


                                       10
<PAGE>


All of the Company's Plans provide that the number of Shares subject thereto and
the outstanding options and their exercise prices are to be appropriately
adjusted for mergers, consolidations, recapitalizations, stock dividends, stock
splits or combinations of shares.

The current option committee appointed by the Board of Directors to administer
the Company's stock option plans consists of Messrs. Gelman, Gutmann and Elkin.
The Board of Directors may at any time terminate or from time to time amend or
alter any of the existing stock option plans.

                        Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
                                    Number of                 % of Total
                                    Securities                Options
                                    Underlying                Granted to        Exercise
                                    Options                   Employees         Price               Expiration
Name                                Granted (#)               in Fiscal Year    ($/sh)              Date
----------------                    -----------               --------------    ---------           ----------
<S>                                <C>                             <C>          <C>                <C>
Gary Gelman                         100,000                         76.9%       $1.70               10/07/2013
Gary J. Knauer                       30,000                         23.1%       $1.70               10/07/2013
</TABLE>

    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

The following table summarizes the number and dollar value of unexercised stock
options at March 31, 2004 for the Named Executive Officers:

<TABLE>
<CAPTION>
                          Shares           Value            Number of Securities              Value of Unexercised
                         Acquired         Realized         Underlying Unexercised             In-the-Money Options
Name                  on Exercise (#)       ($)            Options at FY-End (#)                at FY-End ($)(1)
-------------------- ------------------ ------------- --------------------------------- ---------------------------------
                                                       Exercisable    Unexercisable      Exercisable    Unexercisable
                                                       -----------    -------------      -----------    -------------
<S>                         <C>             <C>         <C>           <C>               <C>               <C>
Gary Gelman                  -               -           1,150,000            -           $1,779,000              -
Gary J. Knauer               -               -             126,250       73,750             $141,200       $113,300
</TABLE>

(1)  The closing price of the Company's Shares on March 31, 2004 as reported by
     the Nasdaq SmallCap Market was $3.36 per Share.

Employment Agreements

Mr. Gelman's employment agreement with the Company provides for him to be
employed as Chairman of the Board of Directors and Chief Executive Officer at an
annual salary of $238,800, plus sick and vacation pay of approximately $6,000.
In addition, Mr. Gelman is entitled to participate in all employee benefit
programs and other policies and programs of the Company. Mr. Gelman is not
required to devote any specific number of hours to the business of the Company.
He is subject to a non-competition and non-disclosure covenant for a period of
two years following termination of employment with the Company.

Director Compensation

The Company's policy is to pay its non-employee directors an annual fee of
$1,000 and a uniform fee of $500 for each Board of Directors' meeting and/or
Audit Committee meeting attended in person.


                                       11
<PAGE>



Item   11. Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters.

The following table and notes thereto set forth information regarding the
beneficial ownership of the Company's Shares as of June 21, 2004 by (i) each
person known by the Company to be the beneficial owner of more than 5% of such
voting security, (ii) each director of the Company and (iii) all executive
officers and directors of the Company as a group. The percentages have been
calculated by taking into account all Shares owned on such date as well as all
such Shares with respect to which such person has the right to acquire
beneficial ownership at such date or within 60 days thereafter. Unless otherwise
indicated, all persons listed below have sole voting and sole investment power
over the Shares owned.

<TABLE>
<CAPTION>
                                                  Amount and Nature
Name and Address                                    of Beneficial              Percent of
of Beneficial Owner                               Ownership (1) (4)             Class (1)
-------------------                            ----------------------         ------------
<S>                                                <C>                         <C>
Gary Gelman (2)                                       3,446,400                   63.7%
Peter Gutmann (2)                                       116,000 (3)               2.4%
Edward M. Elkin, M.D. (2)                                76,000                   1.5%
Gary J. Knauer (2)                                      126,250                   2.5%
J. Morton Davis                                         388,024 (5)               8.0%
Kinder Investments, L.P.                                292,500 (6)               6.0%
All executive officers and directors
   as a group (four persons)                          3,764,650                   66.3%
</TABLE>


(1)  Based on a total of 4,859,800 Shares issued and outstanding and 822,250
     Shares issuable upon the exercise of presently exercisable stock options by
     persons described in the preceding table.

(2)  Address is c/o the Company, One Jericho Plaza, Jericho, NY 11753.

(3)  Includes 4,000 Shares owned by the wife of Mr. Gutmann, as to which
     beneficial ownership is disclaimed by Mr. Gutmann.

(4)  Includes the presently exercisable portions of outstanding stock options
     (aggregating 822,250 Shares) which, in the case of Messrs. Gelman, Gutmann,
     Elkin, and Knauer are 550,000, 70,000, 76,000 and 126,250 Shares,
     respectively.

(5)  386,924 of these Shares are owned of record by D.H. Blair Investment
     Banking Corp., whose address is 44 Wall Street, New York, New York ("Blair
     Investment"). Mr. Davis has reported that Blair Investment's Shares may be
     deemed to be beneficially owned by him. Mr. Davis owns 1,100 Shares
     directly.

(6)  These Shares are owned of record by Kinder Investments, L.P. ("Kinder"),
     Nesher, LLC, the general partner of Kinder ("Nesher") and Dov Perlysky, the
     managing member of Nesher ("Perlysky"). The reporting parties' business
     address is 100 Park Avenue, New York, NY. Nesher and Kinder may be deemed
     to beneficially own 292,500 Shares. Perlysky may be deemed to beneficially
     own 292,572 Shares, consisting of 292,500 Shares owned directly by Kinder
     and 72 Shares owned directly by Perlysky's wife.



                                       12
<PAGE>


                      Equity Compensation Plan Information
<TABLE>
<CAPTION>
                                                                                         Number of securities
                                Number of securities                                   remaining available for
                                 to be issued upon          Weighted-average         future issuance under equity
                                    exercise of             exercise price of             compensation plans
                                outstanding options        outstanding options          (excluding securities
                                warrants and rights,       warrants and rights,        reflected in column (a))
      Plan category                     (a)                        (b)                           (c)
---------------------------   -------------------------  ------------------------   -------------------------------
<S>                                        <C>                           <C>                             <C>
Equity compensation
plans approved by
security holders                             1,508,500                     $1.89                            59,000

Equity compensation
plans not approved by
security holders                                     0                       N/A                                 0

             Total                           1,508,500                     $1.89                            59,000
</TABLE>



Item 12.  Certain Relationships and Related Transactions.

None.


                                       13
<PAGE>



                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K.

Documents filed with this report

        1.    Financial Statements:
              --------------------

              Report of Independent Registered Public Accounting Firm

              Consolidated Balance Sheets as of March 31, 2004 and 2003

              Consolidated Statements of Operations for the years ended March
              31, 2004 and 2003

              Consolidated Statements of Stockholders' Equity and Comprehensive
              Loss for the years ended March 31, 2004 and 2003

              Consolidated Statements of Cash Flows for the years ended March
              31, 2004 and 2003

              Notes to Consolidated Financial Statements

              Financial Statement Schedules
              -----------------------------
              Financial statement schedules have been omitted because the
              required information is inapplicable or because the information is
              presented in the financial statements or related notes.

        2.    Exhibits
              --------
              10     Lease Extension and Modification Agreement dated June 4,
                     2004 between Chasco Company as landlord and the Company as
                     tenant with respect to the premises at One Jericho Plaza,
                     Jericho, New York
              14     Code of Ethics
              23     Consent of Independent Auditors
              31.1   Rule 13a-14(a)/15d-14(a) Certification
              31.2   Rule 13a-14(a)/15d-14(a) Certification
              32.1   Section 1350 Certification of Chief Executive Officer
              32.2   Section 1350 Certification of Chief Financial Officer

Exhibits

        The following was filed as an exhibit to the Company's Annual Report on
        Form 10-KSB for its year ended March 31, 2001 and is incorporated by
        reference herein:

        1.    Employment Agreement between the Company and Gary Gelman.

        The following was filed as Exhibit A to the Company's Proxy Statement
        dated September 11, 2000 and is incorporated by reference herein:

        1.    2000 Stock Incentive Plan.


                                       14
<PAGE>


        The following was filed as an exhibit to the Company's Annual Report on
        Form 10-KSB for its year ended March 31, 2000 and is incorporated by
        reference herein:

        1.    Lease Renewal Agreement with respect to the RPM Rehabilitation &
              Associates, Inc. office located at 901 East Second Avenue,
              Spokane, WA.

        The following was filed as an exhibit to the Company's Registration
        Statement on Form S-8 (File No. 333-39071) and is incorporated by
        reference herein:

        1.    1997 Stock Incentive Plan.

        The following was filed as an exhibit to the Company's Annual Report on
        Form 10-K for its year ended March 31, 1995 and is incorporated by
        reference herein:

        1.    Lease Agreement with respect to the RPM Rehabilitation &
              Associates, Inc. office at 901 East Second Avenue, Spokane, WA.

        The following was filed as an exhibit to the Company's Annual Report on
        Form 10-K for its year ended March 31, 1994 and is incorporated by
        reference herein:

        1.    Lease Agreement with respect to the Company's office at One
              Jericho Plaza, Jericho, NY.

        The following was filed as an exhibit to the Company's Annual Report on
        Form 10-K for its year ended March 31, 1989 and is incorporated by
        reference herein:

        1.    Certificate of Amendment of Certificate of Incorporation.

        The following were filed as exhibits to the Company's Registration
        Statement on Form S-18 (File No. 2-99625-NY) and are incorporated by
        reference herein:

        3.1   Certificate of Incorporation of the Company as amended.
        10.3  1985 Stock Option Plan.

        The following were filed as exhibits to the Company's Registration
        Statement on Form S-3 (File No. 33-40200) and are incorporated by
        reference herein:

        3.2   By-Laws of the Company.
        10.5  1991 Stock Option Plan.

Reports on Form 8-K

       The following report on Form 8-K was filed during the quarter ended March
       31, 2004:

       On February 6, 2004, a Form 8-K was filed by the Company under "Item 9.
       Regulation FD Disclosure."


                                       15
<PAGE>


Item 14. Principal Accountant Fees and Services.

Audit Fees.

The aggregate fees billed for the fiscal years ended March 31, 2004 and 2003 for
professional services rendered by KPMG LLP for the audit of the annual financial
statements and the review of the financial statements included in our quarterly
reports on Form 10-QSB were $32,000 and $26,000, respectively.

Tax Fees.

The Company did not engage KPMG LLP to provide tax services to the Company
during the fiscal year ended March 31, 2004.

All Other Fees.

The Company did not engage KPMG LLP to provide professional services to the
Company regarding financial information systems design and implementation during
the fiscal year ended March 31, 2004.

Audit Committee Pre-Approval and Permissible Non-Audit Services of Independent
Auditors

The Audit Committee, consisting of Messrs. Elkin and Gutmann, is to pre-approve
all audit and non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services as allowed by law or regulation. Pre-approval is generally
provided for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specifically approved amount. The independent auditors and management are
required to periodically report to the Audit Committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval and the fees incurred to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.

The Audit Committee pre-approved 100% of the Company's fiscal 2004 audit fees
and all other fees to the extent the services occurred after May 6, 2003, the
effective date of the Securities and Exchange Commission's final pre-approval
rules.


                                       16
<PAGE>



                                   SIGNATURES

In accordance with Section 13 or 15(d) 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.


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

DATE:   June 21, 2004

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
SIGNATURES                                     TITLE                                  DATE
----------                                     -----                                  ----
<S>                                     <C>                                       <C>
 /s/ Gary Gelman
------------------------------------     Chairman of the Board,                    June 21, 2004
Gary Gelman                              President and Chief
                                         Executive Officer
                                         (Principal Executive Officer)


 /s/ Gary J. Knauer
-------------------------------------    Chief Financial Officer,                  June 21, 2004
Gary J. Knauer                           Treasurer (Principal Financial
                                         and Accounting Officer)
                                         and Secretary


 /s/ Edward M. Elkin                     Director                                  June 21, 2004
------------------------------------
Edward M. Elkin, M.D.


 /s/ Peter Gutmann                       Director                                  June 21, 2004
-------------------------------------
Peter Gutmann
</TABLE>


                                       17
<PAGE>


                AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>
                               Table of Contents

                                                                                                        Page
<S>                                                                                                    <C>
Report of Independent Registered Public Accounting Firm                                                 F-1

Consolidated Financial Statements:

  Consolidated Balance Sheets as of March 31, 2004 and 2003                                             F-2

  Consolidated Statements of Operations for the years ended March 31, 2004 and 2003                     F-3

  Consolidated Statements of Stockholders' Equity and Comprehensive Loss for the years
    ended March 31, 2004 and 2003                                                                       F-4

  Consolidated Statements of Cash Flows for the years ended March 31, 2004 and 2003                     F-5

  Notes to Consolidated Financial Statements                                                            F-6
</TABLE>

<Page>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
American Claims Evaluation, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheets of American Claims
Evaluation, Inc. and subsidiary as of March 31, 2004 and 2003, and the related
consolidated statements of operations, stockholders' equity and comprehensive
loss, and cash flows for each of the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Claims
Evaluation, Inc. and subsidiary as of March 31, 2004 and 2003, and the results
of their operations and their cash flows for each of the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in note 1 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets as of April 1, 2002.


                                      /s/  KPMG LLP
                                      [GRAPHIC OMITTED]





June 7, 2004



<PAGE>


                AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                          Consilidated Balance Sheets

                            March 31, 2004 and 2003

<TABLE>
<CAPTION>
                          ASSETS                                         2004               2003
                                                                     -----------        -----------
<S>                                                                  <C>                <C>
Current assets:
  Cash and cash equivalents                                          $ 6,763,920          7,179,340
  Accounts receivable (net of allowance for doubtful
    accounts of $1,000 in 2004 and 2003)                                 125,697            101,597
  Prepaid expenses                                                        35,930             35,526
  Prepaid and recoverable income taxes                                       272              8,736
  Deferred income taxes                                                       --              2,527
                                                                     -----------        -----------
           Total current assets                                        6,925,819          7,327,726

Property and equipment, net                                               55,917             87,297
                                                                     -----------        -----------
               Total assets                                          $ 6,981,736          7,415,023
                                                                     ===========        ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                   $    44,357             14,852
  Accrued expenses                                                        96,994             85,200
                                                                     -----------        -----------
              Total current liabilities                                  141,351            100,052
                                                                     -----------        -----------
Commitments (note 7)

Stockholders' equity:
  Common stock, $0.01 par value. Authorized 10,000,000 shares;
     issued 4,450,000 shares; outstanding 4,259,800 shares                44,500             44,500
  Additional paid-in capital                                           3,515,699          3,515,699
  Retained earnings                                                    3,597,327          4,071,913
                                                                     -----------        -----------
                                                                       7,157,526          7,632,112
  Treasury stock, at cost                                               (317,141)          (317,141)
                                                                     -----------        -----------
       Total stockholders' equity                                      6,840,385          7,314,971
                                                                     -----------        -----------
       Total liabilities and stockholders' equity                    $ 6,981,736          7,415,023
                                                                     ===========        ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                      Consilidated Statements of Operations

                       Years ended March 31, 2004 and 2004




<TABLE>
<CAPTION>
                                                                2004               2003
                                                            -----------        -----------
<S>                                                         <C>                <C>
Revenues                                                    $ 1,190,921          1,197,700
Cost of services                                                570,486            572,663
                                                            -----------        -----------
             Gross margin                                       620,435            625,037
Selling, general, and administrative expenses                 1,182,194          1,474,350
                                                            -----------        -----------

             Operating loss                                    (561,759)          (849,313)
Other income:
  Interest income                                                93,173            144,479
                                                            -----------        -----------
             Loss before income tax expense (benefit)          (468,586)          (704,834)
Income tax expense (benefit)                                      6,000            (34,000)
                                                            -----------        -----------
             Net loss                                       $  (474,586)          (670,834)
                                                            ===========        ===========
Loss per share - basic                                      $     (0.11)             (0.16)
Loss per share - diluted                                    $     (0.11)             (0.16)
Weighted average shares - basic                               4,259,800          4,259,800
Potential dilutive shares                                            --                 --
                                                            -----------        -----------
Weighted average shares - diluted                             4,259,800          4,259,800
                                                            ===========        ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>



                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
     Consolidated Statements of Stockholders' Equity and Comprehensive Loss
                       Years ended March 31, 2004 and 2003


<TABLE>
<CAPTION>

                                                                    ACCUMULATED
                                 COMMON STOCK         ADDITIONAL       OTHER                      TREASURY STOCK          TOTAL
                             ---------------------     PAID-IN     COMPREHENSIVE   RETAINED     -------------------    STOCKHOLDERS'
                               SHARES    PAR VALUE     CAPITAL     INCOME (LOSS)   EARNINGS     SHARES      AMOUNT        EQUITY
                             ---------   ---------    ---------    -------------  ----------    -------   ---------     ---------
<S>                          <C>         <C>          <C>             <C>          <C>          <C>       <C>           <C>
Balance at March 31, 2002    4,450,000   $  44,500    3,515,699          --        4,742,747    176,500   $(298,217)    8,004,729
Comprehensive loss:
  Net loss                          --          --           --          --         (670,834)        --          --      (670,834)
                                                                                                                        ---------
      Total comprehensive
      loss                                                                                                               (670,834)
                                                                                                                        ---------
Purchase of common stock            --          --           --          --               --     13,700     (18,924)      (18,924)
                             ---------   ---------    ---------       --------     ---------    -------   ---------     ---------
Balance at March 31, 2003    4,450,000      44,500    3,515,699          --        4,071,913    190,200    (317,141)    7,314,971
Comprehensive loss:
  Net loss                                                                          (474,586)                            (474,586)
                                                                                                                        ---------
      Total comprehensive
      loss                                                                                                               (474,586)
                                                                                                                        ---------
Balance at March 31, 2004    4,450,000   $  44,500    3,515,699          --        3,597,327    190,200   $(317,141)    6,840,385
                             =========   =========    =========       ========     =========    =======   =========     =========
</TABLE>


See accompanying notes to consolidated financial statements.







                                      F-4
<PAGE>

                AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                      Years ended March 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                             2004               2003
                                                         -----------        -----------
<S>                                                      <C>                <C>
Cash flows from operating activities:
  Net loss                                               $  (474,586)         (670,834)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Goodwill impairment                                         --           371,536
      Depreciation and amortization                           33,172            34,427
      Deferred income taxes                                    2,527                --
      Changes in assets and liabilities:
        Accounts receivable                                  (24,100)           (2,026)
        Prepaid expenses                                        (404)           (2,197)
        Prepaid and recoverable income taxes                   8,464            50,799
        Accounts payable                                      29,505           (19,959)
        Accrued expenses                                      11,794            (4,379)
                                                         -----------        ----------
          Net cash used in operating activities             (413,628)         (242,633)
                                                         -----------        ----------
Cash flows from investing activities:
  Capital expenditures                                        (1,792)               --
                                                         -----------        ----------
      Net cash provided by investing activities               (1,792)               --
                                                         -----------        ----------
Cash flows from financing activities:
  Purchase of treasury stock                                      --           (18,924)
                                                         -----------        ----------
      Net cash used in investing activities                       --           (18,924)
                                                         -----------        ----------
      Net decrease in cash and cash equivalents             (415,420)         (261,557)
Cash and cash equivalents - beginning of year              7,179,340         7,440,897
                                                         -----------        ----------
Cash and cash equivalents - end of year                  $ 6,763,920         7,179,340
                                                         ===========        ==========
Supplemental disclosure of cash flow information:
    Cash paid during the year for:
       Income taxes                                      $     3,877             1,058
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>




                AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                            March 31, 2004 and 2003

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)    NATURE OF BUSINESS

       American Claims Evaluation, Inc. (the Company) operates in a single
       segment that provides a full range of vocational rehabilitation and
       disability management services through its wholly owned subsidiary, RPM
       Rehabilitation & Associates, Inc.

(b)    PRINCIPLES OF CONSOLIDATION

       The Company's financial statements are prepared on a consolidated basis
       and include the Company and its wholly owned subsidiary. All intercompany
       transactions and balances have been eliminated in consolidation.

(c)    REVENUE RECOGNITION

       Revenue for vocational rehabilitation services are recognized when the
       related services are provided.

(d)    CASH AND CASH EQUIVALENTS

       All highly liquid investments with a maturity of three months or less at
       the date of purchase are considered to be cash equivalents. Cash
       equivalents are comprised of short-term commercial paper of $6,703,687
       and $6,997,521 as of March 31, 2004 and 2003, respectively.

(e)    PROPERTY AND EQUIPMENT

       Property and equipment are stated at cost, less accumulated depreciation.
       Depreciation is computed using the straight-line method over the
       estimated useful lives of the respective assets.

(f)    GOODWILL

       Effective April 1, 2002, the Company adopted the provisions of Statement
       of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other
       Intangible Assets, which required that the amortization of goodwill be
       replaced with periodic tests of the goodwill's impairment at the
       reporting unit level. If an indication of impairment exists, the Company
       is required to determine if such reporting unit's implied fair value is
       less than the carrying value in order to determine the amount, if any, of
       the impairment loss required to be recorded.

       During the fourth quarter of the year ended March 31, 2003, the Company
       performed its annual impairment testing of goodwill as required by SFAS
       No. 142. As a result of this test, the Company concluded its goodwill was
       impaired due to its continued operating losses and decreases in market
       capitalization. Specifically, the fair value of the Company at the
       consolidated level based on its market capitalization was compared to its
       carrying value. This process indicated that the Company's carrying value
       exceeded its fair value. The fair value was then allocated to all of the
       Company's assets and liabilities. There was no excess fair value over the
       fair value allocated to the Company's net assets indicating that goodwill
       had been impaired. As a result, the Company recorded a noncash charge of
       $371,536 to operations to reflect this impairment of goodwill which was
       included in selling, general, and administrative expenses in the
       accompanying statements of operations for the year ended March 31, 2003.



                                       F-6                           (Continued)
<PAGE>


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31, 2004 and 2003


(g)    INCOME TAXES

       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized based on the temporary
       differences between the carrying amounts of assets and liabilities for
       financial statement purposes and income tax purposes using enacted tax
       rates expected to be in effect when such amounts are realized and
       settled. The effect on deferred tax assets and liabilities of a change in
       tax rates is recognized in income in the period that includes the
       enactment date.

(h)    EARNINGS (LOSS) PER SHARE

       Basic earnings (loss) per share is computed on the weighted average
       common shares outstanding. Diluted earnings (loss) per share reflects the
       maximum dilution from potential common shares issuable pursuant to the
       exercise of stock options, if dilutive, outstanding during each period.
       Employee stock options totaling 1,508,500 and 1,488,500 for the years
       ended March 31, 2004 and 2003, respectively, were not included in the
       diluted loss per share calculations because their effect would have been
       anti-dilutive.

(i)    FAIR VALUE OF FINANCIAL INSTRUMENTS

       The book values of the Company's monetary assets and liabilities
       approximate fair value as a result of the short-term nature of such
       assets and liabilities.

(j)    USE OF ESTIMATES

       The preparation of consolidated financial statements in conformity with
       accounting principles generally accepted in the United States of America
       requires management to make estimates and assumptions that affect the
       reported amounts of assets and liabilities and the disclosure of
       contingent assets and liabilities at the date of the consolidated
       financial statements and the reported amounts of revenues and expenses
       during the reported period. Actual results could differ from those
       estimates.


(k)    STOCK OPTION PLANS


       The Company has adopted the "disclosure only" provisions of 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 our stock
       option grants equaled or exceeded the fair value of our 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 years ended March 31, 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
       loss per share would have been reduced to the pro forma amounts indicated
       below:


                                       F-7                           (Continued)
<PAGE>


                AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31, 2004 and 2003


                                            2004                 2003
                                        -----------          -----------
Net loss:
  As reported                           $ (474,586)            (670,834)
  Pro forma                               (614,155)          (1,281,662)
Basic loss per share:
  As reported                                (0.11)               (0.16)
  Pro forma                                  (0.14)               (0.30)
Diluted loss per share:
  As reported                                (0.11)               (0.16)
  Pro forma                                  (0.14)               (0.30)



       The fair value of each stock option grant was estimated at the date of
       the grant using the Black-Scholes option pricing model with the following
       weighted average assumptions for the year ended March 31, 2004: expected
       dividend yield 0%; expected option lives of 7.4 years; risk-free interest
       rate of 4.26%; and expected volatility of 50%. The weighted average fair
       value of options granted during the year ended March 31, 2004 was $1.02.

(l)    RECENT ACCOUNTING PRONOUNCEMENTS

       In December 2002, the FASB issued SFAS No. 148, Accounting for
       Stock-Based Compensation - Transition and Disclosure - an amendment of
       SFAS No. 123. This statement amends SFAS No. 123 to provide alternative
       methods of transition for a voluntary change to the fair value method of
       accounting for stock-based employee compensation. In addition, this
       statement amends the disclosure requirements of SFAS No. 123 to require
       prominent disclosures in both annual and interim financial statements.The
       Company will continue to follow the disclosure requirements of SFAS No.
       123, as amended by SFAS No. 148. The FASB recently indicated that it will
       eventually require stock-based employee compensation to be recorded as a
       charge to earnings. The proposed statement would be applied prospectively
       to fiscal years beginning after December 15, 2004. The Company will
       continue to monitor the FASB's progress on the issuance of a new standard
       and its impact on the Company's consolidated financial statements.

       In December 2003, the FASB issued FASB Interpretation Number 46-R (FIN
       46-R), Consolidation of Variable Interest Entities. FIN 46-R, which
       modifies certain provisions and effective dates of FIN 46, sets forth
       criteria to be used in determining whether an investment in a variable
       interest entity should be consolidated. These provisions are based on the
       general premise that if a company controls another entity through
       interests other than voting interests, that company should consolidate
       the controlled entity. The Company believes that there are currently no
       material arrangements that meet the definition of a variable interest
       entity which would require consolidation.

       The Company has adopted SFAS No. 150, Accounting for Certain Financial
       Instruments with Characteristics of both Liabilities and Equity, (SFAS
       No. 150). SFAS No. 150 established standards for classifying and
       measuring certain financial instruments with characteristics of both
       liabilities and equity. Among other things, it specifically requires that
       mandatorily redeemable instruments, such as redeemable preferred stock,
       be classified as a liability. Initial and subsequent measurements of the


                                 F-8                                 (Continued)
<PAGE>


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31, 2004 and 2003


       instruments differ based on the characteristics of each instrument and as
       provided for in the statement. The adoption of SFAS No. 150 had no impact
       on the Company's financial condition.


(2)    PROPERTY AND EQUIPMENT

       Property and equipment at March 31, 2004 and 2003 consists of the
       following:

<TABLE>
<CAPTION>
                                                                                  ESTIMATED
                                           2004                2003              USEFUL LIFE
                                        ---------           ---------          ---------------
<S>                                     <C>                  <C>                <C>
Equipment                               $ 195,081            193,289               5 years
Furniture and fixtures                     72,366             72,366            5 to 10 years
                                        ---------            -------
                                          267,447            265,655
Less accumulated depreciation             211,530            178,358
                                        ---------            -------
                                        $ 55,917              87,297
                                        =========            =======
</TABLE>


       Depreciation expense for the years ended March 31, 2004 and 2003 amounted
       to $33,172 and $34,427, respectively.

(3)    INCOME TAXES

       Income tax expense (benefit) for the years ended March 31, 2004 and 2003
       is comprised of the following:

<TABLE>
<CAPTION>
                                                      YEAR ENDED MARCH 31
                                                  ---------------------------
                                                    2004               2003
                                                  --------           --------
<S>                                              <C>               <C>
Current:
  Federal                                         $    --            (36,000)
  State                                             3,473              2,000
                                                  -------            -------
                                                    3,473            (34,000)
Deferred:
  Federal                                           2,527                 --
                                                  -------            -------
                                                  $ 6,000            (34,000)
                                                  =======            =======
</TABLE>


                                 F-9                                 (Continued)
<PAGE>



                AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31, 2004 and 2003


       Total income tax expense (benefit) differed from that which would have
       resulted when applying the statutory Federal income tax rate as a result
       of the following items:


<TABLE>
<CAPTION>
                                                                       YEAR ENDED MARCH 31
                                             --------------------------------------------------------------------------
                                                            2004                                    2003
                                             ---------------------------------   --------------------------------------
<S>                                          <C>                    <C>               <C>                    <C>
Expected income tax benefit
  at the statutory Federal
  tax rate                                   $    (159,000)           (34)%            $(240,000)             (34)%
Goodwill impairment                                     --             --                127,000               18
Increase in valuation allowance                    164,000             35                 78,000               11
State taxes, net of Federal tax
  benefit                                            1,000             --                  1,000               --
                                             ---------------    --------------    -------------------    --------------
    Actual income tax
    expense (benefit)                        $       6,000              1%              $(34,000)              (5)%
                                             ===============    ==============    ===================    ==============
</TABLE>


       The tax effects of temporary differences comprising the Company's
       deferred income tax assets at March 31, 2004 and 2003 are as follows

                                               2004                2003
                                           -------------       ------------
Deferred tax assets
  Capital loss carryforwards                 $ 159,000            159,000
  Net operating loss carryforwards             242,000             78,000
  Depreciation                                      --              2,527
  Valuation allowance                         (401,000)          (237,000)
                                           -------------       ------------
                                             $      --              2,527
                                           =============       ============


       At March 31, 2004, the Company had net operating and capital loss
       carryforwards of approximately $720,000 and $467,000, respectively, for
       Federal income tax purposes which will be available to reduce future
       taxable income. The utilization of such net operating losses (NOLs) and
       capital losses is subject to certain limitations under Federal income tax
       laws. Capital losses may only be used to offset future capital gains.
       NOLs and capital losses are scheduled to expire in various years ending
       through March 31, 2023 and March 31, 2007, respectively.



       Based upon the uncertainty of whether the Company's NOLs and capital loss
       carryforwards may ultimately be utilized prior to their respective
       expirations, increases in valuation allowances of $164,000 were recorded
       during 2004. Benefits currently considered unrealizable could be adjusted
       in the future if estimates of future taxable income during the
       carryforward period are revised.


(4)    MAJOR CUSTOMERS

       The Company has one customer, Washington State Department of
       Labor & Industries, that accounted for 43% and 55% of revenues during the
       years ended March 31, 2004 and 2003, respectively. The Company has
       another customer that accounted for 17% and 10% of revenues for the years
       ended March 31, 2004 and



                                F-10                                 (Continued)
<PAGE>



                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31,2004 and 2003

       2003, respectively. Revenues from a third customer comprised 11% of
       revenues for the year ended March 31, 2004.


(5)    STOCK OPTIONS

       The Company has four stock option plans, the 1985 Stock Option Plan (1985
       Plan), the 1991 Stock Option Plan (1991 Plan), the 1997 Incentive Stock
       Option Plan (1997 Plan) and the 2000 Incentive Stock Option Plan (2000
       Plan). The 1985 Plan and the 1991 Plan have expired except as to options
       outstanding. The 1997 Plan and the 2000 Plan provide for incentive or
       nonqualified stock options to be granted to key employees, officers,
       directors, independent contractors and consultants of the Company, for
       the purchase of up to 750,000 shares per Plan.

       Under the 1997 and 2000 Plans, options may be granted at prices not less
       than the fair market value on the date the option is granted. Options
       become exercisable as determined at the date of grant by a committee of
       the board of directors. Options expire ten years after the date of grant
       unless an earlier expiration date is set at the time of grant. The
       vesting schedules for the options are from zero to five years.

       Changes in the options outstanding during the years ended March 31, 2004
       and 2003 are summarized in the following table:

                                          NUMBER OF             AVERAGE
                                           SHARES            EXERCISE PRICE
                                         -------------      -------------------
Outstanding - March 31, 2002               884,500                2.05
  Options granted                          606,000                1.80
  Options forfeited                         (2,000)               2.25
                                         -------------
Outstanding - March 31, 2003             1,488,500                1.95
  Options granted                          130,000                1.70
  Options forfeited                       (110,000)               2.48
                                         -------------
Outstanding - March 31, 2004             1,508,500                1.89
                                         =============


       As of March 31, 2004, 15,000 and 44,000 options were available for grant
       under the 1997 Plan and 2000 Plan, respectively.

                                F-11                                 (Continued)

<PAGE>



                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                            March 31, 2004 and 2003

       The following table sets forth the exercise prices, the number of options
       outstanding and exercisable, and the remaining contractual lives of the
       Company's stock options at March 31, 2004:

<TABLE>
<CAPTION>
                                                                              WEIGHTED
                                                                               AVERAGE            WEIGHTED
                                                                            EXERCISE PRICE        AVERAGE
                                           NUMBER OF OPTIONS                OF EXERCISABLE    CONTRACTUAL LIFE
  EXERCISE PRICE                   OUTSTANDING            EXERCISABLE          OPTIONS            REMAINING
------------------              -----------------        -------------     ------------------  -----------------
<S>                              <C>                     <C>                <C>                 <C>
      $1.25                          300,000                300,000            $  1.25             3 years
  $1.70 - $1.88                      766,000                698,500               1.80             8 years
  $2.10 - $2.56                      442,500                436,250               2.49             6 years
                                  ------------           ------------
                                   1,508,500              1,434,750               1.89             7 years
                                  ============           ============
</TABLE>

                                F-12                                 (Continued)
<PAGE>


                 AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                             March 31, 2004 and 2003


(6)    RETIREMENT PLAN

       The Company sponsors a retirement plan pursuant to Section 401(k) of the
       Internal Revenue Code (the Code) for all employees meeting certain
       service requirements. Participants may contribute a percentage of
       compensation not to exceed the maximum allowed under the Code. The plan
       provides for a matching contribution by the Company which amounted to
       $11,929 and $12,626 for the years ended March 31, 2004 and 2003,
       respectively.

(7)    COMMITMENTS

       Rental expense under noncancelable operating leases for office space
       amounted to $141,996 and $139,019 for the years ended March 31, 2004 and
       2003, respectively. Minimum lease payments under noncancelable operating
       leases, exclusive of future escalation charges, as of March 31, 2004 are
       as follows:

                      2005                            $          70,000
                      2006                                       13,000
                                                      -----------------
                   Total minimum lease payments       $          83,000
                                                      =================


                                      F-13


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>LEASE EXTENSION AND MODIFICATION AGREEMENT
<TEXT>
<PAGE>

                                                                      EXHIBIT 10


                   LEASE EXTENSION AND MODIFICATION AGREEMENT

        THIS AGREEMENT, entered into as of this 4th day of June, 2004, by and
between CHASCO COMPANY LLC, a New York limited liability company, having its
principal office and place of business located at Two Jericho Plaza, Jericho, NY
11753 (hereinafter referred to as "Landlord") and AMERICAN CLAIMS EVALUATION,
INC., a New York corporation, having an office and place of business located at
One Jericho Plaza, Jericho, NY 11753 (hereinafter referred to as "Tenant").

                              W I T N E S S E T H:

        WHEREAS, Landlord and Tenant entered into a certain lease dated August
20, 1993, as amended, (hereinafter referred to as the "Lease") for two thousand
seven hundred four (2,704) rentable square feet of office space on the third
floor (Wing B) (the "Demised Premises") in the building (the "Building") known
as One Jericho Plaza, Jericho, New York.

         WHEREAS, Tenant has requested that Landlord agree to extend the term of
the Lease from July 1, 2004 to September 30, 2004 (the "Extension Term"), and
Landlord, subject to the terms and conditions hereinafter set forth, is willing
to so extend the term of the Lease on the Demised Premises.

         NOW, THEREFORE, for Ten and no/100 ($10.00) Dollars and other good and
valuable consideration, receipt whereof by each party is hereby acknowledged,
the parties hereto agree as follows:

         1. The term of the Lease, as hereby amended, shall, subject to the
terms and conditions set forth herein and upon the same terms, provisions,
covenants and conditions as contained in the Lease, be extended to expire on
September 30, 2004, unless sooner terminated as provided in the Lease.

         2. The Basic Rent for the Demised Premises for the Extension Term shall
be Twenty Two Thousand Five Hundred Thirty Three and 36/100 ($22,533.36) Dollars
payable in equal monthly installments of Five Thousand Six Hundred Thirty Three
and 34/100 ($5,633.34) Dollars on the first day of each month in advance.

         3. Nothing herein contained shall relieve or release Tenant from its
obligation, on demand of Landlord, to promptly pay any installment of Basic Rent
or item of additional rent or other charges allocable to any period, or arising
or accruing, prior to July 1, 2004 that Landlord did not bill to Tenant or
Tenant did not pay to Landlord.

<PAGE>


         4. Except as amended herein, all the terms and conditions of the Lease,
as heretofore in effect, shall remain in full force and effect and all the terms
and conditions of the Lease, as hereby amended, are hereby ratified and
confirmed in all respects.

         5. Tenant hereby warrants and represents to Landlord that it dealt with
no broker in connection with this transaction and had no conversation or
dealings with any broker in connection with this transaction. Tenant hereby
indemnifies Landlord against all loss, costs or damages suffered or incurred by
Landlord (including, without limitation, reasonable attorney's fees and
expenses) arising out of or in any way connected with a misrepresentation by
Tenant hereunder.

         6. Tenant hereby acknowledges and agrees that (i) Landlord has no
obligation to do any work in the Demised Premises to make it usable by Tenant
and Tenant reconfirms its acceptance of the Demised Premises for the Extension
Term in an "as is" condition and (ii) the provisions of the Lease relative to
Tenant's obligation to pay for electricity and overtime HVAC services shall
continue on the basis set forth in the Lease to the same extent and as if the
Extension Term had been included in the original demise of the Demised Premises.

         7. Where the context so requires, the plural shall include the singular
and the singular shall include the plural. The terms and definitions used herein
shall, unless specifically noted otherwise, have the same meanings and
definitions used in the Lease, as hereby amended.

         8. Tenant hereby confirms and certifies to Landlord that as of the date
hereof (i) there are no existing claims, setoffs or defenses against Landlord or
against the enforcement by Landlord of any of the agreement, terms, covenants,
or conditions of the Lease, upon the part of Tenant to be performed or complied
with (ii) Tenant is not in default (and no event or condition exists that after
the giving of notice and the passage of time or both, would constitute a
default) under the Lease, and (iii) Landlord has complied with all of its
obligations, as landlord under the Lease and the Lease is in full force and
effect and enforceable in accordance with its terms.

         9. This Agreement may not be amended or terminated nor any of its
provisions waived except by an agreement in writing signed by the party to be
charged.

         10. The submission of this Agreement to Tenant shall not be construed
as an offer, nor shall Tenant have any rights with respect thereto, unless and
until Landlord shall execute a copy of this Agreement and deliver the same to
Tenant.

  <PAGE>

         IN WITNESS WHEREOF, the parties hereto have, or have caused to be,
executed this Agreement as of the day and year first set forth above.

                                            LANDLORD:
                                            CHASCO COMPANY LLC
                                            By: /s/ Robert W. Chasanoff
                                               ---------------------------
                                            Name: Robert W. Chasanoff
                                            Title: Member

                                          TENANT:
                                          AMERICAN CLAIMS EVALUATION, INC.

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






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>3
<FILENAME>file003.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>


                                                                      EXHIBIT 14

                           CODE OF CONDUCT AND ETHICS

                                  INTRODUCTION

         Purpose. It is a basic precept of American Claims Evaluation, Inc. (the
"Company") that its employees, officers and directors shall observe the very
highest standards of ethics in the conduct of the Company's business, so that
even the mere appearance of impropriety is avoided, and shall conduct themselves
with the highest regard for the dignity of others. This standard benefits the
Company, its stockholders, its employees and the communities in which the
Company operates.

         The Company has established and maintains various practices, policies
and procedures, which collectively comprise a corporate compliance program,
intended to promote the honest, ethical and lawful behavior of its employees and
directors and to prevent and detect unethical conduct. Specifically, the
corporate compliance program and this Code of Conduct and Ethics (the "Code")
require that employees, officers and directors of the Company act in a manner
that will ensure:

       o      honest and ethical conduct, including the ethical handling of
              actual or apparent conflicts of interest between personal and
              professional relationships;

       o      full, fair, accurate, timely and understandable disclosure in
              reports and documents that the Company files with, or submits to,
              the Securities and Exchange Commission and in other public
              communications made by the Company;

       o      compliance with applicable governmental laws, rules and
              regulations; and

       o      prompt internal reporting of violations of this Code to an
              appropriate person or persons.

       This Code summarizes the Company's long-standing practices, policies and
procedures in a single format.

         Individual and Management Responsibility. This Code applies to every
officer, employee and director of the Company. As an officer, employee or
director of the Company, you are personally required to act within the letter
and spirit of the law and to uphold the Code. Managers are responsible for
ensuring that the Code is understood and enforced within their departments.

         The Corporate Compliance Committee and Ombudsmen. The Company has
appointed a Corporate Compliance Committee (the "Compliance Committee") made up
of the Chief Executive Officer and the Chief Financial Officer. The Chief
Financial Officer acts as Secretary of the Compliance Committee. The membership
of the Compliance Committee may change from time to time by action of the Board
of Directors. The Compliance Committee will meet periodically to review the
Company's compliance efforts and will report to the Audit Committee of the Board
of Directors on at least an annual basis. Members of the Compliance Committee
will serve as ombudsmen to receive and address concerns and questions from
employees.

         Interpretation. Inevitably, the Code addresses questions that escape
easy definition. This Code does not summarize or address all ethical questions
or specific situations that might arise. Rather, it is designed to provide
employees, officers and directors with general guidance on their ethical
obligations in the performance of their duties to the Company. There will be
times when you may be unsure about how the Code applies. In such cases, or
simply to voice concerns or to ask questions, you should feel free and are
encouraged to contact the Chief Financial Officer of the Company, Gary J.
Knauer. If you are uncomfortable


<PAGE>


contacting Mr. Knauer, you may contact the Chief Executive Officer of the
Company, Gary Gelman. For your convenience, telephone numbers for each of these
individuals are listed on the last page of this brochure. The Company's outside
legal counsel will interpret substantive areas of the law as they apply to this
Code and compliance matters.

         Compliance and Reporting. The Company encourages the active involvement
of its employees in the detection and prevention of misconduct. If you have
reason to believe that an employee, officer or director of the Company,
including your manager, or that any member of senior management or employee of
any Company subsidiary, has violated, may violate or is acting in a manner which
appears to violate the letter or spirit of the law or the standards outlined in
this Code, you are encouraged to report such activity to Gary J. Knauer. You may
do so without fear of retribution. Reports of misconduct will be kept
confidential to the extent possible, and only those who need to be informed to
address the concerns raised will be advised of the report. However,
confidentiality will not protect anyone who is discovered to have participated
in or contributed to a violation, and, in certain events, federal, state or
local laws may require disclosure of a reporting person's identity.

         Disciplinary Action. Employees and directors should understand that
this Code is drafted broadly. The Company intends to enforce the provisions of
this Code vigorously. A violation of the Code, a failure to report a violation
or retaliation against another employee who, in good faith, reports a violation,
could lead to sanctions, including dismissal for cause, as well as, in some
cases, civil and criminal liability. Although any officer, employee or director
who discloses his or her own misconduct may be subject to disciplinary action,
the Company may consider such voluntary self-disclosure as a mitigating factor.

         Notwithstanding the foregoing, this Code should not be used for the
submission of frivolous or unfounded complaints. Submission of frivolous or
unfounded complaints will be dealt with appropriately.

                                      *****


<PAGE>



                    SUMMARY DESCRIPTIONS OF COMPLIANCE AREAS

         Summary descriptions of compliance areas that most often may affect
your daily activities and those of the Company are set forth below. Compliance
with all applicable laws, regulations, orders and standards is expected of you,
and the exclusion of certain compliance areas from the following summary
descriptions should not be viewed as an indication that such excluded compliance
areas are not important.

         Compliance with Applicable Laws, Regulations and Company Policies. All
employees, officers and directors must comply with all laws, rules and
regulations applicable to the Company and its subsidiaries, including, among
other things, all applicable equal employment opportunity laws and regulations,
antitrust laws and export control laws. Additionally, all employees, officers
and directors must comply with the Company's policies regarding, among other
things, harassment (including sexual harassment), equal employment opportunity
and the Family and Medical Leave Act. Information regarding the Company's
policies and procedures with respect to these and other matters can be found in
the Company's employment materials. All employees, officers and directors should
be familiar with all applicable laws, regulations and Company policies and
procedures.

         Financial Reporting/Books and Records. It is essential that the
Company's financial statements and all books and records on which they are based
be, in management's best judgment, complete and accurate so that they reflect
the true state of our business and disclose the true nature of all disbursements
and other transactions at all times. This is critical, regardless of whether
such records would disclose disappointing results or a failure to meet
anticipated profit levels. Any attempt to mask actual results by inaccurately
reflecting costs, sales, or agreeing to private side letters with terms and
conditions not contained in a customer contract etc., cannot and will not be
tolerated. Additionally, all filings by the Company with the Securities and
Exchange Commission and other regulatory bodies must be accurate and timely. If
any employee, officer or director of the Company has concerns or complaints
regarding questionable accounting or auditing matters of the Company, including
a failure to comply with internal controls of the Company or to cooperate with
the Company's internal or independent auditors, then he or she should submit
those concerns or complaints to the Audit Committee of the Board of Directors.

         Real and Apparent Conflicts of Interests. You must avoid situations
that would create a conflict, or the appearance of a conflict, between your
personal interests and the Company's businesses. A conflict situation can arise
when an employee, officer or director takes action or has interests that may
make it difficult to perform his or her duties objectively and effectively.
Consequently, you are expected to avoid or, where appropriate, disclose
situations that, because of some interest of yours or of members of your family,
could consciously or unconsciously have an adverse impact on your ability to
represent the Company's best interests. Some examples of a conflict of interest
include:

       o      owning a material financial interest in a competitor of the
              Company or an entity that does business or seeks to do business
              with the Company;

       o      being employed by, performing services for, serving as an officer
              of, or serving on the board of directors of any such entity;

       o      making an investment that could compromise one's ability to
              perform his or her duties to the Company; or

       o      having an immediate family member who engages in any of the
              activities identified above.


<PAGE>


         Corporate Opportunities. Employees, officers and directors are
prohibited from:

       o      taking for themselves personally opportunities that properly
              belong to the Company or that are discovered through the use of
              corporate property, information or position;

       o      using corporate property, information or position for personal
              gain; or

       o      competing with the Company.

         Gifts, Loans and Entertainment. You are expected to avoid any
involvement or situation that could interfere, or even appear to interfere, with
the impartial discharge of your duties. For example:

       o      neither you nor any member of your immediate family should receive
              a loan from any customer, competitor or supplier of the Company or
              any director, officer or employee thereof.

       o      neither you nor any member of your immediate family should accept
              gifts of more than nominal value from any customer, competitor or
              supplier of the Company or any director, officer or employee
              thereof.

       o      neither you nor any member of your immediate family should accept
              entertainment from any customer, competitor or supplier of the
              Company or any director, officer or employee thereof that exceeds
              in scope and cost the common courtesies generally and normally
              acceptable as appropriate to ethical business practices under the
              circumstances.

         Improper Payments or Commercial Bribery. State, federal and foreign
laws prohibit the payment of bribes, kickbacks or other illegal payments by or
on behalf of the Company. Accordingly, neither you nor any member of your
immediate family should make any payment to or give or offer to give any gift or
other item of value, directly or indirectly, to any customer, competitor or
supplier of the Company or any director, officer or employee thereof, except
that gifts or entertainment may be given to representatives of customers or
potential customers if they meet all of the following criteria:

       o      the gift or entertainment is legal;

       o      the gift or entertainment does not comprise cash or cash
              equivalents;

       o      the gift or entertainment is of a nominal value such that it
              cannot be construed as a bribe, payoff or other attempt to procure
              business by any reasonable person applying normal, generally
              accepted standards of business ethics; and

       o      public disclosure of such gift or entertainment would not in any
              sense be an embarrassment to the Company.

         Confidential Information. Except as otherwise approved by the Company
in advance, you must not publish or otherwise disclose, nor use for personal
gain, either during or subsequent to your employment, any confidential
information about the Company, its personnel or the entities with which it does
business. Confidential information includes all non-public information that
might be of use to competitors of the Company or harmful to the Company or its
customers if disclosed. Such information includes, among other things, customer
information, information relating to proposed, ongoing or completed transactions
of the Company, trade secrets, confidential financial information of the Company
and business plans. Whenever feasible, employees, officers and directors should
consult with Gary J. Knauer if they believe they have a legal obligation to
disclose confidential information.


<PAGE>


         Insider Trading. In the performance of your duties, you may acquire
inside or non-public information about the Company or its subsidiaries, or about
other companies with which there may be pending or proposed transactions.
Provisions of the federal and state securities laws and regulations prohibit
persons having material inside information from purchasing, selling or otherwise
trading in the securities of, or in any manner disclosing such information
concerning, the Company or other companies until after the information has been
published to the general public. These laws prohibit selling securities while in
possession of unfavorable inside information to avoid losses, as well as
purchasing securities while possessing favorable inside information to obtain
profits. A violation of this prohibition can subject you to criminal fines and
imprisonment and to civil penalties.

         It is imperative that you not discuss important business developments
involving the Company, any subsidiary or any other relevant entity, in even the
most casual manner, with family, friends or outsiders -- or even other employees
who do not need to have such information -- prior to full public disclosure.
Giving a "tip" to someone else based on your inside information is illegal. Both
you and the person you "tip" may be subject to significant criminal and civil
penalties if securities are traded based on a disclosure of inside information.

         It is recommended that you consult with Gary J. Knauer if you have any
doubt as to the applicability of the foregoing standards to any transaction
involving the securities of the Company or of any corporation or entity having a
business relationship with the Company. Please also see the separate "Insider
Trading Policy" adopted by the Board of Directors for additional restrictions.

         Political Activity. The Company encourages you to participate in
political activities, provided that these activities are on your own time, do
not interfere with your work and are not done in a context that identifies you
with the Company. The Company will not reimburse you for any political
contributions that you may make. You should not offer any gift or payment,
directly or indirectly, to any governmental official or political party with the
objective of procuring or maintaining business or influencing governmental
action favorable to the Company.

         Fair Dealing. Each employee, officer and director should endeavor to
deal fairly with the Company's customers, suppliers, competitors, officers and
employees. Employees, officers and directors should not take unfair advantage of
any other party through fraud, manipulation, concealment, abuse of privileged
information, misrepresentation or omission of material facts or any other unfair
practices.

         Protection And Proper Use Of Company Assets. All employees, officers
and directors should protect and safeguard from harm the Company's assets.
Theft, misappropriation or destruction of the Company's assets are in direct
violation of the Company's obligations to the Company's stockholders. Employees,
officers and directors of the Company should only use the Company's assets for
legitimate business purposes.
                                   CONCLUSION

       Compliance with the law and the conduct of the Company's business in an
ethical manner is in all of our interests. When in doubt as to the propriety of
some action, please contact Gary J. Knauer or, if you are uncomfortable
contacting him, Gary Gelman. Mr. Knauer and Mr. Gelman can be contacted at the
following numbers:

Gary J. Knauer, Chief Financial Officer
(516) 938-8000

Gary Gelman, Chief Executive Officer
(516) 938-8000


<PAGE>



                             EMPLOYEE CERTIFICATION

[Please read, sign, print your name and date, and return this page to Gary J.
Knauer, Chief Financial Officer of the Company.]

         I, the undersigned employee of American Claims Evaluation, Inc.,
certify that I have received and read the Code of Conduct and Ethics to which
this form of certification was attached. I further certify that I understand the
substantive obligations imposed upon me by the Code or, to the extent that I do
not understand these obligations, I acknowledge that procedures are outlined in
the Code to help me develop an appropriate understanding of these obligations.

         I understand that an effective compliance program requires active
employee involvement and that I am encouraged and required to report activities
which, in good faith, I believe are or may be violations. Finally, I understand
that any violation, failure to report a violation or retaliation against another
employee for his or her action in reporting a violation or potential violation
will subject me to disciplinary action, which may include, among other things,
dismissal for cause.


              ---------------------------
              NAME - PLEASE PRINT


              ---------------------------
              SIGNATURE


              ---------------------------
              DATE






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>file004.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>

                                                                      EXHIBIT 23





             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT


The Board of Directors
American Claims Evaluation, Inc. and Subsidiary:


We consent to the incorporation by reference in the registration statement (No.
333-39071) on Form S-8 of American Claims Evaluation, Inc. and subsidiary of our
report dated June 7, 2004 on the consolidated balance sheets of American Claims
Evaluation, Inc. and subsidiary as of March 31, 2004 and 2003, and the related
consolidated statements of operations, stockholders' equity and comprehensive
loss, and cash flows for the years then ended, which report appears in the March
31, 2004 annual report on Form 10-KSB of American Claims Evaluation, Inc. and
subsidiary.


/s/  KPMG LLP

Melville, New York
June 23, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>5
<FILENAME>file005.txt
<DESCRIPTION>RULE 13A-14(A)/15D-14(A) CERTIFICATION
<TEXT>
<PAGE>






                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Gary Gelman, certify that:

1.    I have reviewed this annual report on Form 10-KSB 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:  June 21, 2004

/s/  Gary Gelman

Gary Gelman
Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>6
<FILENAME>file006.txt
<DESCRIPTION>RULE 13A-14(A)/15D-14(A) CERTIFICATION
<TEXT>
<PAGE>




                                                                    EXHIBIT 31.2


                                 CERTIFICATIONS

I, Gary J. Knauer, certify that:

1.    I have reviewed this annual report on Form 10-KSB 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:  June 21, 2004

/s/  Gary J. Knauer

Gary J. Knauer
Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>7
<FILENAME>file007.txt
<DESCRIPTION>SECTION 1350 CERTIFICATION OF CEO
<TEXT>
<PAGE>



                                                                    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 Annual Report of American Claims Evaluation, Inc.
(the "Company") on Form 10-KSB for the period ending March 31, 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

Chief Executive Officer
June 21, 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.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>8
<FILENAME>file008.txt
<DESCRIPTION>SECTION 1350 CERTIFICATION OF CFO
<TEXT>
<PAGE>




                                                                    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 Annual Report of American Claims Evaluation, Inc.
(the "Company") on Form 10-KSB for the period ending March 31, 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 represents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ Gary J. Knauer

Chief Financial Officer
June 21, 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.


</TEXT>
</DOCUMENT>
</SUBMISSION>
