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

                                    FORM 10-Q

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

         For the period ended April 30, 2004

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

                         Commission File Number 0-23903

                              EAUTOCLAIMS.COM, INC.
               (Exact name of registrant as specified in charter)


                   Nevada                              95-4583945
                   ------                              ----------
        (State or other jurisdiction                  (IRS Employer
      of incorporation or organization)             Identification No.)


   110 East Douglas Road, Oldsmar, Florida                       34677
   ---------------------------------------                       -----
     (Address of principal executive offices)                    (Zip Code)

      Registrant's telephone Number, including area code: (813) 749-1020

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

             Indicate by check whether the registrant: (1) has filed all
    reports required to be filed by Section 13 or 15(d) of the Securities
    Exchange Act of 1934 during the preceding 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.

                                              [ X ] Yes  [   ] No

              Indicate by check whether the registrant is an accelerated
    filer (as defined in Rule 12b-2 of the Exchange Act).

                                              [   ] Yes  [ X ] No

               Indicate the number of shares outstanding of each of the
    Issuer's classes of common stock, $.001 Par Value, as of May 31, 2004
    was 32,471,609.
<PAGE>

                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                              INDEX TO FORM 10-Q
--------------------------------------------------------------------------------

                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements                        2

   Balance Sheets                                                 3
   Statements of Operations                                       4
   Statement of Stockholders Deficiency                           5
   Statements of Cash Flows                                       6
   Notes to Consolidated Financial Statements                     7

Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations                   11

Item 3. Quantitative and Qualitative Disclosures About
         Market Risk                                             18

Item 4. Controls and Procedures                                  19

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                       20

Item 2.  Changes in Securities and Use of Proceeds               20

Item 3. Defaults Upon Senior Securities                          21

Item 4. Submission of Matters to a Vote of Security Holders      21

Item 5.  Other Information                                       21

Item 6. Exhibits and Reports on Form 8-K                         22

Signatures                                                       22

Certifications                                                   23



<PAGE>

                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS.

     The consolidated financial statements of eAutoclaims.com, Inc. and
Subsidiary (collectively the "Company") included herein were prepared, without
audit, pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with generally accepted accounting principles
were condensed or omitted pursuant to such rules and regulations, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the audited financial statements of the Company as
included in the Company's Form 10-KSB for the year ended July 31, 2003.

                                       2
<PAGE>

<TABLE>
--------------------------------------------------------------------------------
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                      CONSOLIDATED BALANCE SHEET
<CAPTION>
--------------------------------------------------------------------------------
                                                  April 30, 2004   July 31, 2003
--------------------------------------------------------------------------------
                                                    (unaudited)
ASSETS

Current Assets:
<S>                                                 <C>              <C>
  Cash                                                $ 640,770        $ 226,161
  Accounts receivable, less allowance for
    doubtful accounts of $170,000 and
    $242,000, respectively                              868,947        1,198,764
  Due from related parties                               85,071          111,821
  Prepaid expenses and other current assets              85,829           52,832
--------------------------------------------------------------------------------
         Total current assets                         1,680,617        1,589,578

Property and Equipment, net of accumulated
   depreciation of $1,509,765 and
   $1,034,701, respectively                             905,718        1,033,551

Goodwill                                              1,093,843        1,093,843

Other Assets                                             40,540           40,540

Deferred Income Tax Asset, net of valuation
   allowance of $6,827,000 and $6,315,000,
   respectively                                               -                -
--------------------------------------------------------------------------------
Total Assets                                        $ 3,720,718      $ 3,757,512
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
   Accounts payable and accrued expenses            $ 5,183,914      $ 6,259,323
   Loans payable - stockholders                          58,082          117,993
   Current portion of capital lease obligation           34,534           33,925
   Convertible note payable                             276,523          170,878
   Convertible debentures-related party,
    net of $178,572 discount                            71,428
--------------------------------------------------------------------------------
         Total current liabilities                    5,624,481        6,582,119

Capital Lease Obligation                                 61,744           86,325
Warrant Liability                                       517,427
--------------------------------------------------------------------------------
         Total liabilities                            6,203,652        6,668,444

Stockholders' Deficiency:
  Convertible preferred stock - $.001 par
    value; authorized 5,000,000 shares, issued
    and outstanding 224 shares and 247 shares
    respectively aggregate liquidation preference
    of $1,120,000 and $1,235,000 respectively                 1                1
  Common stock - $.001 par value; authorized
    50,000,000 shares, issued and outstanding
    29,145,895 shares and 22,828,955 shares,
    respectively                                         29,146           22,829
  Additional paid-in capital                         20,505,537       18,459,225
  Accumulated deficit                               (23,017,618)     (21,392,987)
--------------------------------------------------------------------------------
      Stockholders' Deficiency                       (2,482,934)      (2,910,932)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficiency      $ 3,720,718      $ 3,757,512
================================================================================

See Notes to Consolidated Financial Statements
</TABLE>

                                       3
<PAGE>

<TABLE>

----------------------------------------------------------------------------------------------
                                                          EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                          CONSOLIDATED STATEMENT OF OPERATIONS
----------------------------------------------------------------------------------------------
<CAPTION>
                                              Three Months Ended         Nine Months Ended
                                                   April 30,                 April 30,
                                               2004         2003         2004        2003
----------------------------------------------------------------------------------------------
                                           (unaudited)  (unaudited)   (unaudited)   (unaudited)
Revenue:
<S>                                       <C>           <C>          <C>           <C>
  Collision repairs management             $5,509,078   $8,210,985   $19,382,272   $22,407,237
  Glass repairs                               288,064      182,543       976,605       498,867
  Fleet repairs management                    155,958      190,971       572,720       597,246
  Fees and other revenue                      610,122      803,673     1,831,493     1,884,221
----------------------------------------------------------------------------------------------
Total revenue                               6,563,222    9,388,172    22,763,090    25,387,571

Expenses:
  Claims processing charges                 5,368,369    7,813,145    18,681,432    21,196,700
  Selling, general and administrative       2,401,353    1,268,795     5,236,311     5,054,734
  Depreciation and amortization               131,836      122,601       397,608       367,016
----------------------------------------------------------------------------------------------
Total expenses                              7,901,558    9,204,541    24,315,351    26,618,450
----------------------------------------------------------------------------------------------
Net income (loss)                         $(1,338,336)   $ 183,631   $(1,552,261)  $(1,230,879)
==============================================================================================

Adjustment to net income (loss) to
 compute income (loss) per common share:
  Preferred stock dividends                   (22,564)     (24,212)      (72,370)      (76,392)

----------------------------------------------------------------------------------------------
Net income (loss) applicable to
         common stock                     $(1,360,900)   $ 159,419   $(1,624,631)  $(1,307,271)
==============================================================================================
Income (loss) per common share
          Basic                               $ (0.06)      $ 0.01       $ (0.07)      $ (0.07)
          Diluted                             $ (0.06)      $ 0.01       $ (0.07)      $ (0.07)
==============================================================================================

Weighted-average number of common
  shares outstanding
         Basic                             24,666,084   20,651,859    24,620,543    19,654,826
         Diluted                           24,666,084   22,022,522    24,620,543    19,654,826
==============================================================================================

See Notes to Consolidated Financial Statements
</TABLE>


                                       4
<PAGE>

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------
                                                                                         EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
-----------------------------------------------------------------------------------------------------------------------------
Nine month period ended April 30, 2004 - unaudited
<CAPTION>
                                                                                                                      Total
                                           Preferred Stock      Common Stock    Additional Paid   Accumulated    Stockholders'
                                           Number   Amount   Number     Amount    In Capital        Deficit         Equity
-----------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>       <C> <C>          <C>      <C>             <C>            <C>
Balance at July 31, 2003                     247       $1  22,828,955   $22,829  $18,459,225     ($21,392,987)  ($2,910,932)


Shares issued to board members                                217,784       219       87,114                         87,333

Accrued dividends on preferred stock                                                                  (72,370)      (72,370)

Issuance of common stock for cash                             591,397       591      162,659                        163,250

Issuance of common stock for services                          40,215        40       14,340                         14,380

Issuance of common stock upon
   conversion of preferred stock             (23)             511,946       512         (512)                             -

Issuance of common stock for
   preferred stock dividends                                  149,179       149       33,418                         33,567

Issuance of compensatory stock options                                               861,006                        861,006

Fair value of warrants issued in
  conjunction with convertible
  debenture                                                                           89,286                         89,286

Recognition of beneficial conversion
  feature on convertible debenture                                                    89,286                         89,286

Proceeds from sale of common stock and
   warrants, net of costs and
   common stock warrant liability                           4,806,419     4,806      709,715                        714,521

Net loss                                                                                           (1,552,261)   (1,552,261)

-----------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2004                    224       $1  29,145,895   $29,146  $20,505,537     ($23,017,618)  ($2,482,934)
=============================================================================================================================

See Notes to Consolidated Financial Statements
</TABLE>


                                       5
<PAGE>


<TABLE>

--------------------------------------------------------------------------------
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                            CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
<CAPTION>
Nine Months Ended                                 April 30, 2004 April 30, 2003
--------------------------------------------------------------------------------
                                                     (unaudited)   (unaudited)


Cash flows from operating activities:
<S>                                                  <C>           <C>
  Net loss                                           $(1,552,261)  $(1,230,879)
  Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities:
    Depreciation and amortization                        397,608       366,386
    Loss on disposal of property and equipment            77,457
    Amortization of discount on note payable             105,645             -
    Common stock issued for services                     101,713       151,275
    Issuance of compensatory stock options               861,006
    Changes in operating assets and liabilities
     net of acquisition:
      Accounts receivable                                329,817      (322,156)
      Prepaid expenses and other current assets          (32,997)      172,395
      Other assets                                             -       (19,610)
      Accounts payable and accrued expenses           (1,114,212)    1,593,680
      Deferred software subscription revenue                          (127,573)
--------------------------------------------------------------------------------
        Net cash (used in) provided by operating
           activities                                    (826,224)      583,518
--------------------------------------------------------------------------------

Cash flows from investing activity:
  Purchases of property and equipment                   (347,232)     (353,236)
  Principal payments on shareholder loans                (59,911)
--------------------------------------------------------------------------------
           Net cash (used in) in investing activity     (407,143)     (353,236)
--------------------------------------------------------------------------------


Cash flows from financing activities:
  Proceeds from sale of convertible debentures           250,000
  Net proceeds from related parties                       26,750        18,163
  Proceeds from sale of common stock and warrants      1,395,198
  Proceeds from exercise of stock options                      -         9,590
  Principal payments on capital lease                    (23,972)      (19,155)
--------------------------------------------------------------------------------
           Net cash provided by financing activities   1,647,976         8,598
--------------------------------------------------------------------------------
Net increase in cash                                     414,609       238,880

Cash at beginning of period                              226,161        44,655
--------------------------------------------------------------------------------
Cash  at end of period                                 $ 640,770     $ 283,535
================================================================================


Supplemental disclosure of cash flow information:

  Cash paid during the period for interest              $ 44,506      $ 30,008
================================================================================


Supplemental disclosure of noncash investing and
 financing activities:
  Gross proceeds from sale of equity                  $1,505,040
     Less costs paid to raise equity                   $(109,842)
  Net proceeds from sale of equity                    $1,395,198
================================================================================
 Issuance of common stock for amount due to
   shareholders                                                        $10,000
================================================================================
  Fair value of warrants issued in conjunction with
   convertible debenture                                 $89,286
================================================================================
  Recognition of beneficial conversion feature on
   convertible debenture                                 $89,286
================================================================================
  Issuance of stock for preferred stock dividends        $33,567      $20,080
================================================================================
  Accrued dividends on preferred stock                   $72,370      $76,392
================================================================================
  Equipment acquired by capital lease                                  $90,055
================================================================================
  Common stock issued for services                      $101,713     $151,275
================================================================================
  Issuance of compensatory stock options                $861,006
================================================================================

See Notes to Consolidated Financial Statements
</TABLE>


                                       6
<PAGE>



                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

Note 1 - Basis of presentation
------------------------------

     The accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of those of a normal recurring nature) necessary to
present fairly the financial position of eAutoclaims.com, Inc. and it's wholly
owned subsidiary as of April 30, 2004 and its results of operations for the
three and nine-month periods ended April 30, 2004 and 2003 and cash flows for
the nine -month periods ended April 30, 2004 and 2003. Results of operations for
the three and nine -month period ended April 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending July 31,
2004.

     The Company derives revenue primarily from collision repairs, glass repairs
and fleet repairs. Revenue is recognized when an agreement between the Company
and its customer exists, the repair services have been completed, the Company's
revenue is fixed and determinable and collection is reasonably assured.

     The Company records revenue gross when the Company is the primary obligor
in its arrangements, the Company has latitude in establishing price, the Company
controls what services are provided and where the services will take place, the
Company has discretion in supplier selection, the Company is involved in the
determination of product or service specifications and the Company has credit
risk. The Company records revenue net when situations occur whereby the supplier
(not the Company) is the primary obligor in an arrangement, the amount the
Company earns is fixed or the supplier (and not the Company) has credit risk.

     The company accounts for its employee incentive stock option plans using
the intrinsic value method in accordance with the recognition and measurement
principles of Accounting Principles Board Opinion No 25, "Accounting for Stock
Issued to Employees," as permitted by SFAS No. 123. Had the Company determined
compensation expense based on the fair value at the grant dates for those awards
consistent with the method of SFAS 123, the Company's net income (loss) per
share would have been increased to the following pro forma amounts:

<TABLE>
                                                 Three-month              Nine-month
                                                period ended             period ended
                                                 April 30,               April 30,
<CAPTION>
                                              2004        2003      2004         2003
                                          ------------ --------- ------------ ------------
<S>                                       <C>          <C>       <C>          <C>
Net loss                                  $(1,338,336) $183,631  $(1,552,261) $(1,230,879)

Add: Stock based employee compensation
 Expense included in reported net loss        861,006                861,006
Deduct: total stock based employee
 compensation expense determined under
 fair value based methods for all awards     (877,738) (127,076)    (973,778)    (503,207)
                                          ------------ --------- ------------ ------------

Adjusted net income (loss)                $(1,355,068)  $56,555  $(1,665,033) $(1,734,086)
                                          ============ ========= ============ ============


Basic and diluted net loss per share
  as reported                                   $(.06)     $.01       $ (.07)      $ (.07)
Pro forma basic and diluted loss per
  share                                         $(.06)     $.00       $ (.07)      $ (.09)

</TABLE>

                                       7
<PAGE>

Note 2 - Per share calculations
-------------------------------

     Diluted net income per common share is computed using the weighted average
number of shares outstanding adjusted for the incremental shares attributed to
outstanding options to purchase common stock. Basic loss per share is computed
as net loss available to common stockholders' divided by the weighted average
number of common shares outstanding for the period. Diluted loss per share does
not reflect the potential dilution that could occur from the incremental shares
attributed to outstanding options to purchase common stock, when their effect
would be antidilutive. As of April 30, 2004 and 2003, 15,457,689 and 7,085,867
options and warrants, respectively, were excluded from the diluted loss per
share computation.

Note 3 - Convertible Debenture - Related Party
----------------------------------------------

     On April 23, 2004 the Company received $250,000 in exchange for 8%
convertible debentures due and payable on October 14, 2004 unless converted. The
debentures are convertible into common stock at $0.28 per share. The Company
also issued 892,857 three year warrants with a strike price of $0.35 per share.
The Company also adjusted the strike price on 1,000,000 warrants that the
investor owned prior to this investment from $0.63 to $0.35 per share. The
Company agreed to register the shares underlying the warrants and the
convertible debenture in the registration statement filed for the benefit of
other investors (see Equity Transaction note below). The investor also has
anti-dilution rights on the warrants and conversion price of the debentures, in
case other securities are issued with a lower sales price or strike price per
share prior to the maturity date of the debentures. The initial value assigned
to the warrants of $89,286, plus the value assigned to the debentures'
beneficial conversion feature of another $89,286 for a total of $178,572, was
recorded as a discount to the debenture and will be accreted to interest expense
over the term of the debenture.

Note 4 - Equity Transactions
----------------------------

     In August 2003, the Company raised a total of $165,000 from the sale of
equity securities. The Company paid finder's fees and legal fees of $1,750 for a
net of $163,250. In exchange for these funds the Company issued 591,397 shares
of common stock at $0.279 per share.

     On October 23, 2003, the Company entered into an agreement to restructure
the preferred stock terms with the existing preferred stockholders. The
agreement provides the Company an opportunity to purchase a certain number of
preferred shares each month should we choose to do so. If the Company does not
purchase preferred shares in a month, and the holders elect to convert some
preferred shares, the holders must give the Company four days notice to arrange
a block trade in order to minimize the impact of the sale of converted shares in
the open market. The agreement also sets a minimum conversion price of $0.20 per
share for the conversion of preferred shares to common shares.

     On February 2, 2004, 12 shares of preferred stock with a face value of
$60,000, plus dividends of $17,293 were converted into 386,466 shares of common
stock. On March 9, 2004, 11 shares of preferred stock with a face value of
$55,000, plus dividends of $16,274 were converted into 274,659 shares of common
stock.


                                       8
<PAGE>

Note 4 - Equity Transactions (Cont.)
------------------------------------

     On March 10, 2004 the board approved and the Company issued 2,020,000
options to the management team for executing an agreement with ADP Claims
Services (see managements' interim operating plan). On March 29, 2004, The
Company issued 10,000 options to a consultant for services performed for the
Company. On April 20, 2004 the Company issued 72,767 options to managers who
took a pay cut as partial compensation for the pay cut. All three sets of
options are exercisable at $0.01, immediately vested and have a term of ten
years. During the nine months ended April 30, 2004 the Company recorded non-cash
charges of $861,006 to operations relating to these stock options.

     During the nine-months ended April 30, 2004, the Company issued 217,784
shares of common stock to two directors in exchange for their services. The
Company charged operations $87,333, which was equal to the fair market value of
the shares when earned.

     During the nine-month period ended April 30, 2004, the Company issued
options to purchase common stock, where the exercise price of the options are
equal to or greater than the fair market value of the Company's common stock on
the date of the grant, as follows: o Options to purchase 75,000 shares of common
stock to the President and CEO, in accordance with his contract. o Options to
purchase 75,000 shares of common stock to the Board of Directors in accordance
with their compensation agreement. o Options to purchase 367,500 shares of
common stock to the employees of eAutoclaims, excluding senior management.

     Additionally, options to purchase 427,386 shares of common stock were
canceled.

     In March through April 30, 2004 the Company raised $1,340,040 from the sale
of 4,785,794 Units at $.28 per Unit to thirteen (13) investors. Each Unit
consists of one (1) share of common stock and one (1) common stock purchase
warrant exercisable at $.35. The Company paid Noble International Investment,
Inc. ("Noble") total commissions and expenses of $94,250, one other individual
$5,775 as a finder's fee in connection with the issuance of these securities and
incurred other expenses of $8,067. The Company also issued Noble placement agent
warrants to acquire 388,414 Units and issued the other finder 20,625 shares of
our restricted common stock. The net proceeds of $1,231,948 were allocated as
follows: $753,362 to common stock and $478,586 to the warrants. The fair value
of the warrants issued to Noble amounting to $38,841 was recorded as a reduction
to additional paid in capital.

     Pursuant to the terms of the registration rights agreement entered in
connection with the transaction, within 30 days of the closing of the private
placement, the Company was required to file with the Securities and Exchange
Commission (the "SEC") a registration statement under the Securities Act of
1933, as amended, covering the resale of all the common stock purchased and the
common stock underlying the warrants. Additionally, within 120 days of closing,
the Company was required to cause such registration statement to become
effective. The registration rights agreement further provided that if a
registration statement is not filed, or does not become effective, within the
defined time periods, then in addition to any other rights the holders may have,
the Company would be required to pay each holder up to 10% additional shares of
stock, as damages. The registration statement was filed within the allowed time
and was declared effective as of June 10, 2004. Therefore, no additional shares
will be issued as damages.

                                       9
<PAGE>
Note 4 - Equity Transactions(Cont.)
-----------------------------------

     In accordance with EITF 00-19, "Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In a Company's Own Stock," and
the terms of the warrants and the transaction documents, the warrants were
accounted for as a liability. On June 10, 2004, the registration statement
covering the shares underlying the warrants was declared effective. Accordingly,
the fair value of the warrants at that date will be reclassified to additional
paid in capital.

     In order to obtain an appropriate valuation of the warrants that were
issued as of April 30, 2004, in connection with the offering of the units,
issuance of placement warrants and the $250,000 convertible debenture the
Company hired an investment banker. The investment banker employed several
valuation models and provided a preliminary valuation of $0.05 to $0.10 per
warrant. While the final valuation was not completed as of the date of this
filing, the Company estimated the value of each warrant to be $0.10. Based on
discussions with the investment banker the Company does not expect the
preliminary valuation of the warrants to differ significantly from the final
valuation.


Note 5 - Additional information
-------------------------------

     The Company's records and the records of its transfer agent differ with
respect to the number of outstanding shares of the Company's common stock.
According to the transfer agent, the number of shares of common stock
outstanding is approximately 31,500 shares greater than the 29,145,895 indicated
by the Company's records. The number of shares outstanding reflected in the
Company's financial statements do not include these shares or any adjustment
that might be necessary to resolve this difference.


Note 6 - Subsequent Event
-------------------------

     In May of 2004 the Company raised an additional $931,200 from the sale of
3,325,715 Units at $.28 per Unit to six (6) investors. Each Unit consists of one
(1) share of common stock and one (1) common stock purchase warrant exercisable
at $0.35. The Company paid Noble International Investment, Inc. ("Noble") total
commissions and expenses of $76,128 and two other individuals $10,892 as a
finder's fee in connection with the issuance of these securities. The Company
also issued Noble placement agent warrants to acquire 401,786 Units and issued
one of the finders 13,900 shares of restricted common stock.

     Subsequent to April 30, 2004, the holder of the $250,000 debenture elected
to exchange the convertible debentures and the 892,857 warrants described in the
note "convertible debenture," for 892,857 units identical to the units sold in
the offering in March through May of 2004. The Company doesn't expect any
material adjustment from this transaction except to show the holder's investment
as equity upon the conversion.


                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The statements contained in this Report on Form 10-Q, that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These include statements regarding our expectations,
intentions, or strategies regarding future matters. All forward-looking
statements included in this document are based on information available to us on
the date hereof. It is important to note that our actual results could differ
materially from those projected in such forward-looking statements contained in
this Form 10-Q. The forward-looking statements contained herein are based on
current expectations that involve numerous risks and uncertainties. Assumptions
relating to the foregoing involve judgments regarding, among other things, our
ability to secure financing or investment for capital expenditures, future
economic and competitive market conditions, and future business decisions. All
these matters are difficult or impossible to predict accurately and many of
which may be beyond our control. Although we believe that the assumptions
underlying our forward-looking statements are reasonable, any of the assumptions
could be inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this form 10-Q will prove to be accurate.


GENERAL

     eAutoclaims provide Internet based collision claims services for automobile
insurance companies, Managing General Agents (MGA) and third party claims
administrators (TPA) and self-insured automobile fleet management companies. Our
business strategy is to use the Internet to streamline and lower the overall
costs of automobile repairs and the claims adjustment expenses of our clients.
We believe that our proprietary web-based software products and services make
the management of collision repairs more efficient by controlling the cost of
the repair and by facilitating the gathering and distribution of information
required in the automobile repair process.

     eAutoclaims controls the vehicle repair process from the reporting of the
accident through the satisfactory repair of damage. We bring together and
coordinate the activities of the insurance company, its insured, and the various
parties involved in evaluating a claim, negotiating the cost of the repair, and
performing necessary repair services. We have contracted with approximately
2,500 body shops throughout the United States to repair vehicles. These shops,
referred to as our "provider network," provide us 10% to 15% discount on the
vehicle repair because of the volume of repairs we provide to them. Because we
audit every line of every repair estimate and because we share a portion of the
volume discount with our customer, we are able to lower the average cost being
paid by our customer.

     Our core product, eJusterSuite, provides both outsourcing and ASP
(application service provider) solutions. The outsourcing solution requires
eAuto personnel to audit and coordinate the vehicle repair. The ASP solution
allows the customer to use our technology independent of our personnel; thereby,
providing a solution for the largest insurance companies that already have the
staff to process and control the claims process, while paying us a fee for every
transaction that is run through our system. The ASP model will provide margin
without the associated personnel and operating costs.

     eJusterSuite also builds in service partners that can provide the needed
services such as Independent adjustors, car rentals, tow trucks and accident
reporting by only clicking an Icon that is added to the screen of the customer's
desk top in the current system. The system automatically provides the service
partner the information already in our system via the Internet. The service
partner will systematically provided the requested services and pay us a fee for
each assignment they receive through our system. This process significantly
reduces the customers' time and cost to process claims as well as reduces the
number of mistakes that occur in a manual process. In most cases it also reduces
the cost of the service partner to obtain and process the transaction, even
after paying our transaction fee. This revenue provides additional margin
without the additional personnel and operating costs.

                                       11
<PAGE>

     For our outsourcing customers, we approve all repair shops for inclusion in
our network and determine which repair shop will ultimately perform the repairs.
We receive a discount, ranging from 10% to 15%, from repair facilities that are
members of our provider network. The revenues generated from the vehicle repair
facilities through our provider network accounts for 92% and 91% of the revenue
for the nine and three-months ended April 30, 2004, respectively. We are paid on
a per claims basis from our insurance and fleet company customers for each claim
that we process through our system. These fees vary from $10 to $60 per claim
depending upon the level of service required. For the nine and three-months
ended April 30, 2004, 8% and 9%, respectively, of the revenue has been received
from claims processing fees and other income. Other income consists mostly of
the sale of estimating software, fees from service partners (ASP fees) and
subrogation income.


CRITICAL ACCOUNTING POLICIES

     Our discussion and analysis of our financial condition and the results of
our operations are based upon our consolidated financial statements and the data
used to prepare them. The Company's financials have been prepared in accordance
with accounting principles generally accepted in the United States. On an
ongoing basis we re-evaluate our judgments and estimates including those related
to revenues, bad debts, long-lived assets, and income taxes. We base our
estimates and judgments on our historical experience, knowledge of current
conditions and our beliefs of what could occur in the future considering
available information. Actual results may differ from these estimates under
different assumptions or conditions. Our estimates are guided by observing the
following critical accounting policies.

Revenue recognition

     The Company derives revenue primarily from collision repairs, glass repairs
and fleet repairs. Revenue is recognized when an agreement between the Company
and its customer exists, the repair services have been completed, the Company's
revenue is fixed and determinable and collection is reasonably assured.

     The Company records revenue gross in the areas of collision and fleet
repairs. It also records at gross in certain glass repair transactions. Revenue
is recorded at gross in these areas when:

     o The Company is the primary obligor in its arrangements. The Company is
     responsible for the quality of the repair and must satisfy the customer if
     the body shop fails to repair the vehicle properly.

     o The Company has latitude in establishing price. The price is established
     based on the Company's audit of the repair estimate submitted by the repair
     facility. The repair facility cannot begin the repair until an agreed upon
     price is established between the facility and the Company for the repair.

     o The Company has discretion in supplier selection. Through the use of
     software, the Company prioritizes which repair facility is used based on
     the efficiency and effectiveness of the repair facility, and

     o The Company has credit risk. The Company is responsible to pay the repair
     facility even if the customer does not pay for the repair.

     The Company records revenue net of the repair costs when the supplier, not
the Company, is the primary obligor in an arrangement, the amount the Company
earns is fixed or the supplier has credit risk. This occurs when the repair has
been performed before it is referred to the Company. When they receive notice of
the transaction, they call the glass repair facility to ask them to become part
of our network and to negotiate a better price on the repair. If the Company is
able to negotiate a better price for the customer they keep a portion of the


                                       12
<PAGE>

added discount. In that situation the revenue is recorded net of the repair
costs even though the Company pays for the entire claim and are reimbursed by
the insurance company, since they did not have the risk of loss and are not
responsible for the repair.

     The Company maintains an allowance for doubtful accounts for losses that
they estimate will arise from the customers' inability to make required
payments. Collectibilty of the accounts receivable is estimated by analyzing
historical bad debts, specific customer creditworthiness and current economic
trends. At April 30, 2004 the allowance for doubtful accounts was $170,000.

Accounting for Income taxes

     The Company records a valuation allowance to reduce its deferred tax assets
to the amount that is more likely than not to be realized. While we consider
historical levels of income, expectations and risks associated with estimates of
future taxable income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, in the event that we
determine that we would be able to realize deferred tax assets in the future in
excess of the net recorded amount an adjustment to the deferred tax asset would
increase income in the period such determination was made. Likewise, should we
determine that we would not be able to realize all or part of the net deferred
tax asset in the future, an adjustment to the deferred tax asset would be
charged to income in the period such determination was made. We have recorded
valuation allowances against our deferred tax assets of $6.827,000 at April 30,
2004. The deferred tax asset consists mainly of net operating losses previously
realized and stock compensation currently not deductible. The valuation
allowance was necessary because the use of these deductions is not reasonably
assured since the company just recently reached profitability.

Valuation of long-lived assets

     The Company identifies and records impairment on long-lived assets,
including goodwill, when events and circumstances indicate that such assets have
been impaired. The Company periodically evaluates the recoverability of its
long-lived assets based on expected undiscounted cash flows, and recognizes
impairment, if any, based on expected discounted cash flows. Factors we consider
important which could trigger an impairment review include the following:

     o Significant negative industry trends

     o Significant underutilization of the assets

     o Significant changes in how we use the assets of our plans for their use.

     At each balance sheet date, the Company evaluates the period of
amortization of intangible assets. The factors used in evaluating the period of
amortization include: (i) current operating results, (ii) projected future
operating results, and (iii) any other material factors that effect the
continuity of the business. No charge for impairment of this asset was
considered to be necessary as of April 30, 2004.


MANAGEMENT'S INTERIM OPERATING PLAN

     In March 2004, we entered into an Agreement with ADP Claims Service Group
("ADP"), pursuant to which ADP will jointly offer an ADP managed repair service
solution utilizing the eAuto online claims processing system and network of
repair facilities. Although there is no assurance, we believe that this
Agreement with ADP will substantially increase the volume of claims processed by
eAuto resulting in significant long-term benefit to eAuto and its shareholders.
However, there are significant risks associated with our Agreement with ADP and
there is no assurance that a national rollout of this program will occur or that
we will be able to otherwise meet our obligations and duties under the ADP
Agreement.

                                       13
<PAGE>

     Our previous largest customer, Royal Sun Alliance ("RSA") sold a
substantial part of its U.S. based auto physical damage business. We started to
feel the impact of the reduction of RSA claims processing in January 2004. On
the other hand, we are very optimistic about the opportunities presented with
the ADP Agreement. However, we face significant challenges in commercially
maximizing the ADP Agreement. Specifically, there will be a time lag involved
between when we anticipate rolling out the ADP claims based solution on a
national basis that will result in us incurring losses for the remainder of
fiscal 2004 and the first part of fiscal 2005.

     In order for us to mitigate the reduction in business caused by the
reduction in RSA business and the time lag before we start processing a
significant number of ADP claims we have adopted a three step approach to
address our short-term working capital and liquidity issues:

     o Step One - Reduce Expenses by Approximately $50,000 Per Month. We
     recently implemented a series of cost reductions, including a reduction in
     the RSA servicing team. We have reduced our staff by eight individuals that
     were responsible for processing the RSA business. In addition, our
     management team has also agreed to take salary reductions ranging from 5%
     to 15%. The senior management team took the highest percentage reductions.
     The middle managers received a total of 72,767 stock options with a strike
     price of $0.01 as partial compensation for their 5% salary reduction. The
     senior management team did not receive stock options for their salary
     reductions. We are also implementing reductions in other operational
     expenses.

     o Step Two - Raise Additional Capital. We have received approximately $2.1
     million from the recent offering of our units consisting of shares of our
     common stock and warrants to acquire shares of our common stock that are
     being registered under a recently filed Form S-1 registration statement. In
     addition, one of our Board members, Mr. Korge invested $250,000 in the form
     of an 8% convertible note. We were able to use this capital to retire
     vendor debt, acquire technological infrastructure necessary to fulfill our
     obligations under the ADP Agreement and to generate sufficient working
     capital to fund the gap period between the generation of ADP claims
     processing and the reduction of RSA claims.

     o Step Three - Growth of New Business. We believe that the announcement of
     our ADP Agreement will help E-Auto obtain other new business. We have
     recently obtained pilot contracts with three potential new clients.
     Management believes that it will be able to gradually replace over the next
     12 months a substantial amount of the lost RSA claims processing business.
     We also believe that by raising the additional capital referred to above,
     we will have a better opportunity to secure new clients and customers who
     will be more comfortable with our financial position.


RESULTS OF OPERATIONS

FOR THE NINE AND THREE MONTHS ENDED APRIL 30, 2004 COMPARED TO THE NINE AND
THREE MONTHS ENDED APRIL 30, 2003.

Revenue

     Total revenue for the nine-months ended April 30, 2004 was approximately
$22.8 million, which is a 10% decrease from approximately $25.4 million of total
revenue for the nine-months ended April 30, 2003. Total revenue for the
three-months ended April 30, 2004 was approximately $6.6 million. This
represents a 30% decrease from approximately $9.4 million of total revenue for


                                       14
<PAGE>

three-months ended April 30, 2003. The decrease in the nine and three-month
total revenue is the net effect of changes in collision repair revenue, glass
repair revenue and fees and other revenue as described below.

     Collision repair management revenue decreased 13% and 33% for the nine and
three-months ended April 30, 2004 compared to the nine and three-months ended
April 30, 2003, respectively. The decrease in collision repair management
revenue is primarily the result of the decrease in claims from our two largest
customers. In October 2003, our largest customer announced that they were
selling half of their auto physical damage insurance business to another
insurance carrier. We have started to see a decrease in their business as a
result of that announcement. We have experienced approximately a $1,608,000 or
33% quarterly decrease in the revenue from that customer between the quarters
ended July 31, 2003 and April 30, 2004. We expect to see a decrease of another
$1.5 million per quarter over the next three quarters. Recent results of the new
fiscal quarter leads management to expect a significant portion of that decrease
to occur in next quarter, ending July 31, 2004. A 75% decrease in revenue from
the second largest customer occurred because of a change in their state's
legislation regarding a special type of insurance policy requiring a direct
repair networks. Because of the competitive nature of our business and the
uncertainty of bring on enough business to offset the loss of business, we may
be unable to replace revenues quickly enough to sustain profitability. However,
the company's management will cut expenses in the event we are unable to obtain
profitability.

     Fees and other revenue decreased 3% and 24% for the nine and three-months
ended April 30, 2004 compared to the nine and three-months ended April 30, 2003,
respectively. The nine and three-month decreases are mainly a result of the loss
in business from the two largest customers as explained above. The decrease in
this volume was partially offset by the increase in service partner click fees
of 37% and 20% for the nine and three-months ended April 30, 2004 compared to
the same time period in the previous year, respectively. The increase is a
result of developing relationships with new service partners that will continue
to produce click fees in the future.

     Glass repair revenues increased 96% and 58% for the nine and three-months
ended April 30, 2004 compared to the nine and three-months ended April 30, 2003.
This increase is due to sales generated by a new customer. We negotiated lower
pricing from one of our larger glass vendors, which has helped our
competitiveness in this market. The glass repair business complements our core
business and allows our customers to use a single source for all their repair
needs.

     During the nine and three-months ended April 30, 2004, we derived 53% and
50% from one customer, respectively, and 11% and 5% of our revenues from a
second customer during those same time periods.


Claims Processing Charges

     Claims processing charges include the costs of collision and glass repairs
paid to repair shops within our repair shop network, as well as cost of the
estimating software sold to the Company's network of shops. Claims processing
charges for the nine and three-months ended April 30, 2004 was $18.7 million and
$5.4 million, a decrease of $2.5 million and $2.4 million from $21.2 million and
$ 7.8 million in the same time periods in 2003, respectively. The decrease in
the expense is a result of the decrease in the associated revenues. This was 82%
of total revenue in both periods, compared to 83% for both the nine and
three-months ended April 30, 2003.

     We are dependent upon our third party collision repair shops for insurance
claims repairs. eAutoclaims currently has approximately 2500 affiliated repair
facilities in its network for claims repairs. We electronically and manually
audit individual claims processes to their completion using remote digital
photographs transmitted over the Internet. However, if the number of shops or
the quality of service provided by collision repair shops fall below a
satisfactory level leading to poor customer service, this could have a harmful
effect on our business.

                                       15
<PAGE>

Selling, General And Administrative (SG&A) Expenses

     SG&A expense is mainly comprised of salaries and benefits, facilities
related expenses, telephone charges, professional fees, advertising costs, and
travel expenses. SG&A expenses for the nine and three-months ended April 30,
2004 totaled approximately $5.2 and $2.4 million, respectively. This is compared
to approximately $5.1 and $1.3 million for the nine and three-months ended April
30, 2003. The increase in SG&A expenses of approximately $182,000 and $1.1
Million for the nine and three-month periods ended April 30, 2004 is mostly a
result of two factors. The first is the increase in cost to prepare the
infrastructure to be able to handle the new business expected under the
agreement with ADP. In order to prepare ourselves for the expected volume of
this agreement we needed to invest in new technology and the personnel to set-up
and maintain this technology. Secondly, the Board voted to grant options to
senior management as a bonus for the successfully executing of this agreement
with ADP because it is expected to generate significant volume and income for
the Company in the years ahead. It was also consideration for Managements past
actions such as voluntary payroll cuts and other action vital to the company's
long-term value. The options have a strike price of $0.01 per share with a term
of 10 years. A non-cash charge of $828,000 was recognized in the three-months
ended April 30, 2004.

     Payroll and benefit related expenses for the nine-months ended April 30,
2004 and 2003 totaled approximately $3.8 million and $3.3 million, which is
approximately a 15% increase. Payroll and benefit related expenses for the
three-months ended April 30, 2004 and 2003 totaled approximately $1.8 million
and $885,000, which is approximately a 109% increase. These increases are mostly
the result of expensing of stock options described in the previous paragraph.

     SG&A expenses also include non-cash charges of approximately $1.1 Million
and $1 Million for the nine and three-month period ended April 30, 2004,
respectively. These non-cash charges for the nine and three-month periods ended
April 30, 2004 include approximately $106,000 and $35,000 of amortization of
debenture discount and approximately $963,000 and $887,000 of equity
compensation to employee and board members, respectively. It also included
approximately $77,000 in loss on disposal of equipment. SG&A expenses also
include total non-cash charges for the nine and three-month period ended April
30, 2003 of approximately $151,000 and $3,000. The non-cash charges include
common stock issued to pay for services (legal fees, director fee and investor
relation fees).

     Also included in the SG&A is interest expense related to a loan from a
shareholder, capital leases and a convertible note payable. This interest
expense totals approximately $45,000 and $13,000 for the nine and three-months
ended April 30, 2004 compared to approximately $30,000 and $9,000 for the nine
and three-months ended April 30, 2003. Interest income from cash reserves
totaled approximately $2,000 and $1,000 for the nine and three-months ended
April 30, 2004 compared to approximately $11,000 and $1,000 for the nine and
three-months ended April 30, 2003, respectively.

Depreciation

     Depreciation of property and equipment of approximately $398,000 and
$132,000 was recognized in the nine and three-months ended April 30, 2004. This
is compared to approximately $367,000 and $123,000 for the nine and three-months
ended April 30, 2003.

                                       16
<PAGE>

Net Loss

     The net loss for the nine and three-months ended April 30, 2004 totaled
approximately $1.6 million and $1.3 million compared to a net loss of
approximately $1.2 million and net income of $184,000 from the nine and
three-months ended April 30, 2003, respectively.

     The net loss amounts include non-cash expenses of approximately $1.5
million and $1.1 million for the nine and three-months ended April 30, 2004,
respectively. The net loss amounts for the nine and three-months ended April 30,
2003 include non-cash expenses of approximately $518,000 and $124,000,
respectively.

     Net cash loss (net of non-cash items) for the nine-months ended April 30,
2004 totaled approximately $9,000 compared to a net cash loss of approximately
$713,000 from the nine-months ended April 30, 2003, an improvement of
approximately $704,000.


Liquidity and Capital Resources

     At April 30, 2004 we had approximately $641,000 in cash. This is an
increase of approximately $414,000 from July 31, 2003. We have a working capital
deficiency of approximately $3.9 million. The primary source of our working
capital during the nine and three-month periods ended April 30, 2004 was from
the sale of equity and convertible debt securities.

     In August 2003 and April 2004 the Company raised a total of $1,505,000 from
the sale of equity. The Company paid costs of $110,000 for a net of $1,395,000.
In exchange for these funds the Company issued 5,377,191 shares of common stock
at $0.279 to $0.28 per share. In addition, the Company issued 20,625 shares of
common stock as a finders fee. As part of the sale of equity in April 2004 the
Company issued 4,785,857 warrants to purchase common stock at $0.35 per share.
As part of the cost of this transaction, the Company also issued placement agent
warrants to acquire 388,414 Units of one share of common stock and one common
stock purchase warrant exercisable at $0.35.

     On April 23, 2004 the Company received $250,000 in exchange for 8%
convertible debentures due and payable on October 14, 2004 unless converted. The
debentures are convertible into common stock at $0.28 per share. The Company
also issued 892,857 three-year warrants with a strike price of $0.35 per share.
The Company also adjusted the strike price on 1,000,000 warrants that the
investor owned prior to this investment from $0.63 to $0.35 per share. The
Company agreed to register the shares underlying the warrants and the
convertible debenture in the registration statement filed for the benefit of
other investors (see Equity Transaction note below). The investor also has
anti-dilution rights on the warrants and conversion price of the debentures, in
case other securities are issued with a lower sales price or strike price per
share prior to the maturity date of the debentures.

     Subsequent to April 30, 2004, the holder of the $250,000 debenture elected
to exchange the convertible debentures and the 892,857 warrants described in the
note "convertible debenture," for 892,857 units identical to the units sold in
the offering in March through May of 2004. The Company doesn't expect any
material adjustment from this transaction except to show the holder's investment
as equity upon the conversion.

     In May 2004 the Company raised an additional $931,200 from the sale of
equity. The Company paid costs of $95,087, which left a net of $836,113. In
exchange for these funds the Company issued 3,339,614 shares of common stock at
$0.28 per share, including 13,900 shares issued as a finder's fee. There were
also 3,339,614 warrants issued to investors to purchase common stock at $0.35
per share and placement agent warrants to acquire 401,786 Units of one share of
common stock and one common stock purchase warrant exercisable at $0.35.

                                       17
<PAGE>

     On October 27, 2003 the Company also received a commitment letter from a
current investor to invest an additional $1,000,000-$2,000,000 into eAutoclaims
if the funds were needed.

     With the potential loss of business from our largest two customers,
additional financing may be necessary. If revenues grow it will provide it's own
working capital, but because revenue growth is not guaranteed. The Company
currently has additional investors interested in providing the company more
working capital should it not be successful in growing revenues in the timelines
needed to obtain profitability. We cannot assure you that we will be able to
raise such funds or that such funds will be available to us on favorable terms.
If we raise additional funds for the issuance of our securities, such securities
may have rights, preferences or privileges similar to those of the rights of our
common stock and our stockholders may experience additional dilution.

     We believe that cash generated from operations and additional financing, if
necessary, will be sufficient to meet our working capital requirements for the
next 12 months. This estimate is a forward-looking statement that involves risks
and uncertainties. The actual time period may differ materially from that
indicated as a result of a number of factors so that we cannot assure that our
cash resources will be sufficient for anticipated or unanticipated working
capital and capital expenditure requirements for this period.

     Our principle commitments at April 30, 2004 consist of monthly operating
rental payments, compensation of employees and accounts and notes payable.

Inflation

     We believe that the impact of inflation and changing prices on our
operations since the commencement of our operations has been negligible.

Seasonality

     The Company typically experiences a slow down in revenue during November
and December each year. Consumers tend to delay repairing their vehicles during
the holidays.



ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

     Currently, we do not have any significant market risk. Market risk is the
potential loss arising from adverse change in market rates in prices such as
foreign currency exchange and interest rates. We do not have any foreign
currency exchange rate exposure. We do not have any long-term debt from
financial institutions. We do not hold any derivatives or other financial
instruments for trading or speculative purposes. Our financial position is not
affected by fluctuations in currency against the U.S. dollar since all of our
sales and assets occur within the United States.


                                       18
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure controls and procedures.

     Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of the design and operations of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of April 30, 2004. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were effective such that
the material information required to be included in our Securities and Exchange
Commission ("SEC") reports is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms relating to
eAutoclaims.com, Inc., including our consolidated subsidiaries, and was made
known to them by others within those entities, particularly during the period
when this report was being prepared.

         (b) Changes in internal controls over financial reporting.

     In addition, there were no significant changes in our internal control over
financial reporting that could significantly affect these controls during the
quarter ended April 30, 2004. We have not identified any significant deficiency
or materials weaknesses in our internal controls, and therefore there were no
corrective actions taken.


                                       19
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS.

     In August 2003, the Company raised a total of $165,000 from the sale of
equity securities. The Company paid finder's fees and legal fees of $1,750 for a
net of $163,250. In exchange for these funds the Company issued 591,397 shares
of common stock at $0.279 per share. There were no warrants or other
consideration included in these transactions.

     During the nine-months ended April 30, 2004, the Company issued 217,784
shares of common stock to two directors in exchange for their services. Of the
shares of common stock issued 121,849 was a prepayment of an annual retainer for
the fiscal year ending July 31, 2004. These shares are being expense over the
year. The remaining 95,935 shares of common stock were for director services
rendered during the nine-months ended April 30, 2004. The Company charged
operations $74,832, which was equal to the fair market value of the shares when
earned.

     During the nine-month period ended April 30, 2004, the Company issued
options to purchase common stock, where the exercise price of the options are
equal to or greater than the fair market value of the Company's common stock on
the date of the grant, as follows: o Options to purchase 75,000 shares of common
stock to the President and CEO, in accordance with his contract. o Options to
purchase 75,000 shares of common stock to the Board of Directors in accordance
with their compensation agreement. o Options to purchase 367,500 shares of
common stock to the employees of eAutoclaims, excluding senior management.

          Additionally, options to purchase 427,386 shares of common stock were
canceled.

     On March 10, 2004 the board approved and the Company issued 2,020,000
options to the management team for executing an agreement with ADP Claims
Services. On March 29, 2004, The Company issued 10,000 options to a consultant
for services performed for the Company. On April 20, 2004 the Company issued
72,767 options to managers who took a pay cut as partial compensation for the
pay cut. All three sets of options are exercisable at $0.01, immediately vested
and have a term of ten years.

     On October 23, 2003, the Company entered into an agreement to restructure
the preferred stock terms with the existing preferred stockholders. The
agreement provides the Company an opportunity to purchase a certain number of
preferred shares each month should we choose to do so. If the Company does not
purchase preferred shares in a month, and the holders elect to convert some
preferred shares, the holders must give the Company four days notice to arrange
a block trade in order to minimize the impact of the sale of converted shares in
the open market. The agreement also sets a minimum conversion price of $0.20 per
share for the conversion of preferred shares to common shares.

     On February 2, 2004, 12 shares of preferred stock with a face value of
$60,000, plus dividends of $17,293 were converted into 386,466 shares of common
stock. On March 9, 2004, 11 shares of preferred stock with a face value of
$55,000, plus dividends of $16,274 were converted into 274,659 shares of common
stock.

                                       20
<PAGE>

     In March through May 2004 we raised $2,271,240 from the sale of 8,111,509
Units at $.28 per Unit to nineteen (19) investors. Each Unit consists of one (1)
share of common stock and one (1) common stock purchase warrant exercisable at
$.35. We paid Noble International Investment, Inc. ("Noble") total commissions
and expenses of $170,378 and two other individuals $16,667 as a finder's fee in
connection with the issuance of these securities. We also issued Noble placement
agent warrants to acquire 790,200 Units and issued one of the finders 34,525
shares of our restricted common stock.

     Pursuant to the terms of the registration rights agreement entered in
connection with the transaction, within 30 days of the closing of the private
placement, the Company was required to file with the Securities and Exchange
Commission (the "SEC") a registration statement under the Securities Act of
1933, as amended, covering the resale of all the common stock purchased and the
common stock underlying the warrants. Additionally, within 120 days of closing,
the Company was required to cause such registration statement to become
effective. The registration rights agreement further provided that if a
registration statement is not filed, or does not become effective, within the
defined time periods, then in addition to any other rights the holders may have,
the Company would be required to pay each holder 2.5% to 10% additional shares
of stock, as damages. The registration statement was filed within the allowed
time, and management expects it to be declared effective before the 120-day
deadline.

     In accordance with EITF 00-19, "Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In a Company's Own Stock," and
the terms of the warrants and the transaction documents, the fair value of the
warrants amounted to $517,427on the date of grant. The warrants were accounted
for as a liability, with an offsetting reduction to additional paid-in capital
received in the private placement. The warrant liability will be reclassified to
equity as of the date the registration statement is declared effective.


     On April 23, 2004 the Company received $250,000 in exchange for 8%
convertible debentures due and payable on October 14, 2004 unless converted. The
debentures are convertible into common stock at $0.28 per share. The Company
also issued 892,857 three-year warrants with a strike price of $0.35 per share.
The Company also adjusted the strike price on 1,000,000 warrants that the
investor owned prior to this investment from $0.63 to $0.35 per share. The
Company agreed to register the shares underlying the warrants and the
convertible debenture in the registration statement filed for the benefit of
other investors (see Equity Transaction note below). The investor also has
anti-dilution rights on the warrants and conversion price of the debentures, in
case other securities are issued with a lower sales price or strike price per
share prior to the maturity date of the debentures.

     Subsequent to April 30, 2004, the holder of the $250,000 debenture elected
to exchange the convertible debentures and the 892,857 warrants described in the
note "convertible debenture," for 892,857 units identical to the units sold in
the offering in March through May of 2004. The Company doesn't expect any
material adjustment from this transaction except to show the holder's investment
as equity upon the conversion.

ITEM 3. Defaults Upon Senior Securities -

         None.

ITEM 4. Submission of Matters to a Vote of Security Holders -

         None.

ITEM 5. Other Information

         None

                                       21
<PAGE>

ITEM 6. Exhibits and Reports on Form 8-K

         (a)      Exhibits

Exhibit No.   Description
----------   -------------------------

31           Certification of Chief Executive Officer and Chief Financial
             Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.


32           Certification of Chief Executive Officer pursuant to 18 U.S.C.
             Section 1350, as adopted pursuant to Section 906 of The
             Sarbanes-Oxley Act of 2002.

32           Certification of Chief Financial Officer pursuant to 18 U.S.C.
             Section 1350, as adopted pursuant to Section 906 of The
             Sarbanes-Oxley Act of 2002.

  (b) Reports on Form 8-K

     October 9, 2003 - Item 5/Item 9 - Potential loss of business from Royal
                       & Sun Alliance

     November 17, 2003 - Item 5 - Amendment to terms of preferred stock.

     March 15, 2004 - ADP Claims Service Group and eAutoclaims Announce Joint
                      Marketing Agreement

     March 18, 2004 - eAutoclaims Issues Guidance - New Marketing
                     Programs/Alliances

     May 5, 2004 - eAutoclaims Announces the Closing of $1.6 Million in New
                   Financing.

     May 28, 2004 - eAutoclaims Completes Capital Raise, Over-Subscribes
                    with Total of $2.5 Million.


SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date:   June 21, 2004                 By:    /s/ Eric Seidel
        --------------
                                         -------------------------------------
                                         Eric Seidel, Chief Executive Officer


                                       By:   /s/ Scott Moore
                                         -------------------------------------
                                         Scott Moore, Chief Financial Officer



                                       22
<PAGE>

EXHIBIT 31

                                 CERTIFICATIONS

I certify that:

1.        I reviewed this annual report on Form 10-QSB;

2.        Based on my knowledge, this annual 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 annual report;

3.        Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          materials respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the period presented in
          this annual report;

4.        The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

          b)       evaluated the effectiveness of the registrant's disclosure
                   controls and procedures as of a date within 90 days prior to
                   the filing date of this annual report (the "Evaluation
                   Date"); and

          c)       presented in this annual report our conclusions about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

5.        The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of the registrant's board of directors (or persons
          performing the equivalent functions);

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

          b)       any fraud, whether or not material, that involves management
                   or other employees who have a significant role in the
                   registrant's internal controls; and

6.        The registrant's other certifying officers and I have indicated in
          this annual report whether there were significant changes in internal
          controls or in other factors that could significantly affect internal
          controls subsequent to the date of our most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.



Date:     June 21, 2004                        /s/ Eric Seidel
     -------------------                       ---------------------
                                               President and C.E.O.



Date:     June 21, 2004                        /s/ Scott Moore
     -------------------                       -------------------------
                                               Chief Financial Officer


                                       23
<PAGE>

EXHIBIT 32
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of eAutoclaims.com, Inc. (the
"Company") on Form 10-QSB for the period ending April 30, 2004 as filed with the
Securities and Exchange Commission on June 21, 2004 (the "Report"), I, Eric
Seidel, the President and CEO 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 results of operations of
   eAutoclaims.com, Inc.

   /s/ Eric Seidel

Print Name:  Eric Seidel
Title: President & CEO
June 21, 2004



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


         In connection with the Quarterly Report of eAutoclaims.com, Inc. (the
"Company") on Form 10-QSB for the period ending April 30, 2004 as filed with the
Securities and Exchange Commission on June 21, 2004 (the "Report"), I, Scott
Moore, the Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

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

2. The information contained in the Report fairly presents, in all material
   respects, the financial condition and results of operations of
   eAutoclaims.com, Inc.

   /s/ Scott Moore

Print Name:  Scott Moore
Title:  Chief Financial Officer
June 21, 2004

                                       24