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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File Number: 001-14665.
 CLAIMSNET.COM INC.
  Delaware
    
    75-2649230(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 14860 Montfort Dr., Suite 250, Dallas, Texas
    
    75254(Address of principal executive offices)
    
    (Zip Code)
    o þ
 o
 þ o
 þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a Smaller Reporting Company)
    
    Smaller Reporting Company þ
 o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. ReservedPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTSITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.ITEM 9A(T). CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.ITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 15. EXHIBITSEX-14EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  
    
    
    the ability to easily configure the system to meet the specific needs of our clients, both
in the format and content of data being exchanged;
    
    the ability to accept input from a variety of sources (direct output from a providers
practice management system, EDI files from clearinghouses and trading partners, and data
conversion from scanned paper forms), pre-process the data, improve the data or reject the
transaction according to client-specific business rules, and deliver the data in a consistent
and client-defined format;
    
    the ability to create multiple custom website formats to be promoted by partners and
sponsors without modification of the server-based processing systems;
    
    the ability of healthcare providers utilizing their websites to interactively process
claims on the Internet and receive real time edits prior to claim submission; and
    
    the minimal software and processing power required for providers to utilize our proprietary
software; and
    
    EHNAC certification statement.
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
    
    to utilize our technology to help healthcare organizations achieve more efficient and less
costly administrative operations;
    
    to market our services directly to the provider and payer community and its trading
partners;
    
    to aggressively pursue and support strategic relationships with companies that will in turn
aggressively market our services to large volume healthcare organizations, including insurers,
HMOs, third party administrators, provider networks, re-pricing organizations, clinics,
hospitals, laboratories, physicians and dentists;
    
    to provide total claim management services to payer organizations, including Internet claim
submission, paper claim conversion to electronic transactions, and receipt of EDI
transmissions;
    
    to continue to expand our product offerings to include additional transaction processing
solutions, such as HMO encounter forms, eligibility and referral verifications, claim status
inquiries, electronic remittance advices, claim attachments, and other healthcare
administrative services, in order to diversify sources of revenue;
    
    to license our technology for other applications, including stand-alone purposes, Internet
systems and private label use, and for original equipment manufacturers; and
    
    to seek merger and acquisition opportunities that enhance our growth and profitability
objectives.
     
    
    core processing software developed by us which provides claims review, claims editing, and
a table-based software coding of claims variables at a payer-specific level;
    
    data mapping software that allows us to accept a wide variety of data input formats;
    
    data format generating software developed by us that allows us to easily create a wide
variety of data output formats;
    
    an integrated web-based user interface that can be easily configured to support co-branded
and private-labeled deployment;
    
    industry standard website management software; and
    
    state-of-the-art commercial security and encryption software.
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
    
    are engaged in electronic claims processing and expect to benefit by using our advanced
technology; and
    
    serve or are engaged in direct sales and marketing to the healthcare market and desire to
expand the products and services they offer to their clients without incurring substantial
costs by using our advanced technology in a co-branded or private-label arrangement.
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
    
    inability to realize the expected synergies and benefits of the acquisition;
    
    difficulties and costs incurred integrating the business of the Company with that of
Acceptius;
    
    exposure to unknown liabilities of Acceptius;
    
    the consequences and significant costs of our managements attention having been diverted
from our day-to-day business over an extended period of time; and
    
    the expenses that we have incurred relating to the acquisition.
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
    
    maintain and increase our strategic partnerships,
    
    maintain and increase our customer base,
    
    implement and successfully execute our business and marketing strategy,
    
    continue to develop and upgrade our technology and transaction-processing systems,
    
    continually update and improve our website,
    
    provide superior customer service,
    
    respond to competitive developments,
    
    appropriately evaluate merger and acquisition opportunities, and
    
    attract, retain, and motivate qualified personnel.
    
    
    our ability to satisfy capital requirements in an investment climate that may be somewhat
more reluctant generally to invest in Internet companies,
    
    our ability to retain existing customers, attract new customers at a steady rate, and
maintain customer satisfaction in an industry in which significant changes are occurring,
    
    our ability to introduce new sites, services and products,
    
    our ability to effectively develop, implement and reposition our products, services and
marketing efforts,
    
    the effect of announcements or introductions of new sites, services, and products by our
competitors in a rapidly evolving industry,
    
    price competition or price increases in our industry,
    
    the level of use of the Internet and online services and the rate of market acceptance of
the Internet and other online services for the purchase and delivery of health claims
processing services,
    
    our ability to upgrade and develop our systems and infrastructure in a timely and effective
manner,
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
    
    the amount of traffic on our website,
    
    the occurrence of technical difficulties, system downtime, or Internet brownouts to which
we are acutely sensitive insofar as our medical claims processing service is Internet-based,
    
    the amount and timing of operating costs and capital expenditures relating to expansion of
our business, operations, and infrastructure which cannot be predicted with any large degree
of accuracy in light of the rapidly evolving nature of the medical claims processing industry,
    
    our ability to comply with existing and added government regulations such as HIPAA, and
    
    general economic conditions and economic conditions specific to the Internet, electronic
commerce, and the medical claims processing industry.
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
    
    rapid technological change,
    
    changes in user and customer requirements and preferences,
    
    changes in federal legislation and regulation,
    
    frequent new product and service introductions embodying new technologies, and
    
    the emergence of new industry standards and practices that could render our existing
website and proprietary technology and systems obsolete.
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
    
    enhance and improve the responsiveness and functionality of our online claims processing
services,
    
    license leading technologies useful in our business and to enhance our existing services,
    
    comply with all applicable regulations regarding our industry and the Internet,
    
    develop new services and technology that address the increasingly sophisticated and varied
needs of our prospective or current customers, and
    
    respond to technological advances and emerging industry standards and practices on a
cost-effective and timely basis.
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CAUTIONARY NOTES REGARDING THE FORWARD-LOOKING STATEMENTS.
   
    
    our ability to raise additional capital and secure additional financing;
    
    our ability to successfully implement our revised business strategy;
    
    our ability to market our services;
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
    
    our ability to develop and maintain strategic partnerships or alliances;
    
    our ability to maintain and increase our customer base;
    
    our ability to protect our intellectual property rights;
    
    our ability to further develop our technology and transaction processing
system;
    
    our ability to respond to competitive developments;
    
    our ability to attract and retain key employees;
    
    our ability to comply with government regulations;
    
    the effects of natural disasters, computer viruses and similar disruptions
to our computer systems;
    
    threats to Internet security; and
    
    acceptance of the Internet and other online services in the healthcare
industry and in general.
 
   
   
   
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HIGH
    
    
    LOW2008Three months ended March 31, 2008
    
    
    0.16
    
    
    
    0.07Three months ended June 30, 2008
    
    
    0.21
    
    
    
    0.08Three months ended September 30, 2008
    
    
    0.17
    
    
    
    0.09Three months ended December 31, 2008
    
    
    0.15
    
    
    
    0.042009Three months ended March 31, 2009
    
    
    0.14
    
    
    
    0.14Three months ended June 30, 2009
    
    
    0.11
    
    
    
    0.11Three months ended September 30, 2009
    
    
    0.10
    
    
    
    0.10Three months ended December 31, 2009
    
    
    0.12
    
    
    
    0.05
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ITEM 8.
    
    FINANCIAL STATEMENTS
  PageReport of Independent Registered Public Accounting Firm
    
    
    22Consolidated Balance Sheets  December 31, 2009 and 2008
    
    
    23Consolidated Statements of Operations for the Years Ended
December 31, 2009 and 2008
    
    
    24Consolidated Statements of Changes in Stockholders Deficit
for the Years Ended December 31, 2009 and 2008
    
    
    25Consolidated Statements of Cash Flows for the Years Ended
December 31, 2009 and 2008
    
    
    26Notes to Consolidated Financial Statements
    
    
    27
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/s/ Whitley Penn LLP
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December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash and equivalents
    
    $
    18
    
    
    $
    Accounts receivable, net of allowance for
doubtful accounts of $6 and $3
    
    
    313
    
    
    
    289Prepaid expenses and other current assets
    
    
    43
    
    
    
    44Total current assets
    
    
    374
    
    
    
    333EQUIPMENT, FIXTURES AND SOFTWARETotal equipment, fixtures and software, net
    
    
    119
    
    
    
    171INTANGIBLE AND OTHER ASSETSGoodwill
    
    
    138
    
    
    
    138TOTAL ASSETS
    
    $
    631
    
    
    $
    642LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    369
    
    
    $
    317Accrued payroll and other current liabilities
    
    
    99
    
    
    
    127Accrued interest  related parties
    
    
    70
    
    
    
    99Accrued interest
    
    
    
    
    
    
    14Capital leases  current portion
    
    
    
    
    
    
    46Deferred revenues  current portion
    
    
    18
    
    
    
    24Notes payable to related parties  current portion
    
    
    875
    
    
    
    445Convertible notes payable to related parties  current portion
    
    
    10
    
    
    
    50Total current liabilities
    
    
    1,441
    
    
    
    1,122LONG-TERM LIABILITIESDeferred revenues  long-term portion
    
    
    14
    
    
    
    19Convertible notes payable to related parties  long-term portion
    
    
    
    
    
    
    760Convertible notes payable  long-term portion
    
    
    
    
    
    
    100Total long-term liabilities
    
    
    14
    
    
    
    879Total liabilities
    
    
    1,455
    
    
    
    2,001COMMITMENTS & CONTINGENCIESSTOCKHOLDERS DEFICITConvertible preferred stock, $.001 par value; 4,000,000 shares authorized; 720
Shares of Series D (liquidation preference of $180) and 50 shares of Series E
(liquidation preference of $15) issued and outstanding, convertible into common
shares at 1,000 common shares per 1 convertible preferred share as of December
31, 2009 and December 31, 2008
    
    
    
    
    
    
    Common stock, $.001 par value; 40,000,000 shares authorized; 34,874,696
shares issued and outstanding as of December 31, 2009 and 31,147,208 as of
December 31, 2008
    
    
    35
    
    
    
    31Additional capital
    
    
    44,896
    
    
    
    44,001Accumulated deficit
    
    
    (45,755
    )
    
    
    (45,391
    )Total stockholders deficit
    
    
    (824
    )
    
    
    (1,359
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    631
    
    
    $
    642
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Year EndedDecember 31,2009
    
    
    2008REVENUES
    
    $
    2,207
    
    
    $
    2,080COST OF REVENUES
    
    
    1,680
    
    
    
    1,640GROSS PROFIT
    
    
    527
    
    
    
    440OPERATING EXPENSESResearch and development
    
    
    12
    
    
    
    12Selling, general and administrative
    
    
    842
    
    
    
    973Total operating expenses
    
    
    854
    
    
    
    985LOSS FROM OPERATIONS
    
    
    (327
    )
    
    
    (545
    )OTHER INCOME (EXPENSE)Interest expense  related parties
    
    
    (28
    )
    
    
    (83
    )Interest expense  other
    
    
    (9
    )
    
    
    (22
    )Total other income (expense)
    
    
    (37
    )
    
    
    (105
    )NET LOSS
    
    $
    (364
    )
    
    $
    (650
    )NET LOSS PER COMMON SHARE
(BASIC AND DILUTED)
    
    $
    (0.01
    )
    
    $
    (0.02
    )WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (BASIC AND DILUTED)
    
    
    34,098
    
    
    
    28,574
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Number of Preferred
    
    
    
    
    
    
    Number of Common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total StockholdersShares Outstanding
    
    
    Preferred Stock
    
    
    Shares Outstanding
    
    
    Common Stock
    
    
    Additional Capital
    
    
    Accumulated Deficit
    
    
    DeficitBalances at
December 31, 2007
    
    
    1
    
    
    $
    
    
    
    
    26,101
    
    
    $
    26
    
    
    $
    43,179
    
    
    $
    (44,741
    )
    
    $
    (1,536
    )Common stock issued
for asset
acquisition
    
    
    
    
    
    
    
    
    
    
    1,700
    
    
    
    2
    
    
    
    117
    
    
    
    
    
    
    
    119Issuance of common
stock in payment of
accrued interest 
related party
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    108Issuance of common
stock in payment of
note principal 
related party
    
    
    
    
    
    
    
    
    
    
    2,962
    
    
    
    3
    
    
    
    597
    
    
    
    
    
    
    
    600Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (650
    )
    
    
    (650
    )Balances at
December 31, 2008
    
    
    1
    
    
    
    
    
    
    
    31,147
    
    
    
    31
    
    
    
    44,001
    
    
    
    (45,391
    )
    
    
    (1,359
    )Issuance of common
stock in payment of
accrued interest 
related party
    
    
    
    
    
    
    
    
    
    
    195
    
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    49Issuance of common
stock in payment of
note principal 
related party
    
    
    
    
    
    
    
    
    
    
    3,533
    
    
    
    4
    
    
    
    846
    
    
    
    
    
    
    
    850Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (364
    )
    
    
    (364
    )Balances at
December 31, 2009
    
    
    1
    
    
    $
    
    
    
    
    34,875
    
    
    $
    35
    
    
    $
    44,896
    
    
    $
    (45,755
    )
    
    $
    (824
    )
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Year Ended December 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (364
    )
    
    $
    (650
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    52
    
    
    
    70Provision for doubtful accounts
    
    
    3
    
    
    
    9Interest expense paid in stock
    
    
    7
    
    
    
    30Changes in operating assets and liabilities:Accounts receivable
    
    
    (27
    )
    
    
    (43
    )Prepaid expenses and other current assets
    
    
    1
    
    
    
    (22
    )Accounts payable, accrued payroll, accrued interest and other liabilities
    
    
    23
    
    
    
    237Deferred revenues
    
    
    (11
    )
    
    
    (15
    )Net cash used in operating activities
    
    
    (316
    )
    
    
    (384
    )CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition, net of cash received
    
    
    
    
    
    
    (22
    )Capitalized software development costs
    
    
    
    
    
    
    (98
    )Net cash used in investing activities
    
    
    
    
    
    
    (120
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on capital lease obligation
    
    
    (46
    )
    
    
    (44
    )Proceeds from notes payable  related parties
    
    
    430
    
    
    
    675Payments of notes payable
    
    
    
    
    
    
    (200
    )Payments of notes payable  related parties
    
    
    (50
    )
    
    
    (25
    )Net cash provided by financing activities
    
    
    334
    
    
    
    406NET DECREASE IN CASH AND EQUIVALENTS
    
    
    18
    
    
    
    (98
    )CASH AND EQUIVALENTS, BEGINNING OF YEAR
    
    
    
    
    
    
    98CASH AND EQUIVALENTS, END OF YEAR
    
    $
    18
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    30
    
    
    $
    18Cash paid for taxes
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:Acquisition of equipment through capital lease
    
    $
    
    
    
    $
    8Payment of notes payable and accrued interest through issuance of common stock
    
    $
    892
    
    
    $
    678Replacement note issued to pay off debt
    
    $
    
    
    
    $
    250Non-cash payments related to asset acquisition
    
    $
    
    
    
    $
    124Liabilities relieved in acquisition
    
    $
    
    
    
    $
    25
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2009
    
    
    2008Computer hardware and software
    
    $
    395
    
    
    $
    395Software development costs
    
    
    2,103
    
    
    
    2,103Furniture and fixtures
    
    
    31
    
    
    
    31Office equipment
    
    
    28
    
    
    
    28Leasehold improvements
    
    
    35
    
    
    
    35Equipment under capital lease
    
    
    129
    
    
    
    1292,721
    
    
    
    2,721Less accumulated depreciation and amortization
    
    
    (2,602
    )
    
    
    (2,550
    )$
    119
    
    
    $
    171
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Year Ended December 31,2009
    
    
    2008Benefit computed at federal statutory rate
    
    $
    (124
    )
    
    $
    (221
    )Permanent differences
    
    
    15
    
    
    
    4Effect of change in state tax law
    
    
    
    
    
    
    State income tax expense (benefit), net of federal
tax effect at state statutory rate
    
    
    
    
    
    
    (88
    )Increase in valuation reserve
    
    
    118
    
    
    
    303Change in prior year estimate
    
    
    (9
    )
    
    
    2$
    
    
    
    $
    
  December 31,2009
    
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    15,170
    
    
    $
    15,031Fixed assets
    
    
    9
    
    
    
    10Allowance for doubtful accounts
    
    
    2
    
    
    
    1Deferred revenue
    
    
    11
    
    
    
    15Other
    
    
    35
    
    
    
    49Total deferred tax assets
    
    
    15,227
    
    
    
    15,106Deferred tax liability
    
    
    (6
    )
    
    
    (3
    )Valuation allowance for deferred tax assets
    
    
    (15,221
    )
    
    
    (15,103
    )Deferred income tax assets, net of
deferred tax liabilities
    
    $
    
    
    
    $
    
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Determining Fair Value Under Current Accounting Guidance
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Valuation and Amortization Method.
 Expected Life.
 Expected Volatility.
 Risk-Free Interest Rate.
 Expected Dividend Yield.
 Expected Forfeitures.
 Share-Based Compensation Under Current Accounting Guidance
   WEIGHTEDNUMBER
    
    
    PER SHARE
    
    
    AVERAGEOF SHARES
    
    
    EXERCISE PRICE
    
    
    EXERCISE PRICEOutstanding options-December 31, 2007
    
    
    900,776
    
    
    $
    0.30-8.00
    
    
    $
    1.15Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    100,000
    
    
    
    0.35
    
    
    
    0.35Outstanding options-December 31, 2008
    
    
    800,776
    
    
    $
    0.30-8.00
    
    
    $
    1.25Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    95,100
    
    
    
    7.00-8.00
    
    
    
    7.46Outstanding options-December 31, 2009
    
    
    705,676
    
    
    $
    0.30-2.38
    
    
    $
    0.41Options exercisable-December 31, 2009
    
    
    705,676
    
    
    $
    0.30-2.38
    
    
    $
    0.41
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WEIGHTEDNUMBER
    
    
    PER SHARE
    
    
    AVERAGEOF SHARES
    
    
    EXERCISE PRICE
    
    
    EXERCISE PRICEOutstanding warrants- December 31, 2007
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding warrants-December 31, 2008
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding warrants-December 31, 2009
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Warrants exercisable-December 31, 2009
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18
   36




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##### Table of Contents



2009
    
    
    2008Note payable to a Director. Principal due on demand with
30 days notice; unsecured. Interest payable at 3%
(amended from 5% 1/1/09).
    
    $
    30,000
    
    
    $
    30,000Note payable to a Director. Principal due on demand with
30 days notice; unsecured. Interest payable at 3%
(amended from 5% 1/1/09).
    
    
    20,000
    
    
    
    20,000Note payable to a Director. Principal due on demand with
30 days notice; unsecured. Interest payable at 3%.
    
    
    30,000
    
    
    
    Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 8% 1/1/09).
    
    
    100,000
    
    
    
    100,000Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 5% 1/1/09; amended from 7% 3/20/08).
    
    
    100,000
    
    
    
    100,000Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 5% 1/1/09).
    
    
    50,000
    
    
    
    50,000Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 5% 1/1/09).
    
    
    50,000
    
    
    
    50,000Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 5% 1/1/09).
    
    
    50,000
    
    
    
    50,000Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 5% 1/1/09).
    
    
    100,000
    
    
    
    Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%.
    
    
    100,000
    
    
    
    Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%.
    
    
    75,000
    
    
    
    Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%.
    
    
    100,000
    
    
    
    Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%.
    
    
    25,000
    
    
    
    Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 9.5% 1/1/09).
    
    
    35,000
    
    
    
    35,000Note payable to a 5% shareholder. Principal due
on demand; unsecured. Interest payable at 3%
(amended from 8% 1/1/09).
    
    
    10,000
    
    
    
    10,000Current notes payable  related parties
    
    $
    875,000
    
    
    $
    445,000
  2009
    
    
    2008Convertible note to a Director. Principal due
December 31, 2008; unsecured. Interest payable at 7.5%
    
    $
    
    
    
    $
    50,000Convertible note to a Director. Principal due November 30, 2010;
unsecured. Interest payable at 3% (amended from 8% 1/1/09).1)
    
    
    10,000
    
    
    
    Short-term convertible notes payable  related parties
    
    
    10,000
    
    
    
    50,000Convertible note to a 5% shareholder. Principal due
November 30, 2010; unsecured. Interest payable at 5%.
    
    
    
    
    
    
    300,000Convertible note to a 5% shareholder. Principal due
March 31, 2013; unsecured. Interest payable at 4%.
    
    
    
    
    
    
    250,000Convertible note to a 5% shareholder. Principal due
March 31, 2013; unsecured. Interest payable at 4%.
    
    
    
    
    
    
    200,000Convertible note to a Director. Principal due November 30, 2010;
unsecured. Interest payable at 3% (amended from 8% 1/1/09)
    
    
    
    
    
    
    10,000Long-term convertible notes payable  related parties
    
    
    
    
    
    
    760,000Convertible notes payable  related parties
    
    
    10,000
    
    
    
    810,000Convertible note. Principal due November 30, 2010; unsecured.
Interest payable at 7%.
    
    
    
    
    
    
    100,000Long-term convertible notes payable
    
    
    
    
    
    
    100,000Convertible notes payable
    
    $
    10,000
    
    
    $
    910,000
 
 (1)
    
    Note bears interest at the rate of 3.0% per annum. Payments equal to the
principal and accrued and unpaid interest on the note are due in 2010. At the option of the
holder, at any time or from time to time prior to the maturity date, all or any portion of the
outstanding principal may be converted into a number of shares of the Companys common stock at a
conversion price of 36,500 per $10,000 of principal. Interest is payable on maturity.     OPERATINGLEASES2010
    
    $
    79,0002011
    
    
    79,0002012
    
    
    33,0002013
    
    
    2014 and thereafter
    
    
    Total minimum lease obligations
    
    $
    191,000
 37




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##### Table of Contents




    
    cash paid to the sellers in the aggregate amount of $25,000
    
    an aggregate of 1,700,000 shares of common stock of the Company issued to the Sellers,
valued at $0.07 per share in accordance with accounting guidance applicable at the time of
acquisition
    
    an aggregate of $30,000 in direct transaction costs; and
    
    cash to be paid to the sellers by August 20, 2008 in the aggregate amount of $5,000.
    Cash
    
    $
    4Accounts receivable
    
    
    24Computer hardware and software
    
    
    6Software
    
    
    20Goodwill
    
    
    138Current liabilities
    
    
    (13
    )$
    179
 38




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##### Table of Contents



Twelve Months EndedDecember 31, 2008Revenues
    
    $
    2,105Net loss
    
    $
    (643
    )Net loss per common share (basic and diluted)
    
    $
    (0.02
    )Weighted average common shares outstanding
(basic and diluted)
    
    
    28,806
   39




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
  
           40




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41




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##### Table of Contents



NAME
    
    AGE
    
    POSITIONDon Crosbie
    
    
    66
    
    
    President, Chief Executive Officer, Chairman of the Board of Directors and
Class I DirectorLaura M. Bray
    
    
    52
    
    
    Chief Financial OfficerGary J. Austin
    
    
    65
    
    
    Vice President of OperationsAlfred Dubach
    
    
    62
    
    
    Vice Chairman of the Board of Directors and Class I DirectorJohn C. Willems, III
    
    
    54
    
    
    Class II DirectorThomas Michel
    
    
    58
    
    
    Class II DirectorK. Scott Spurlock
    
    
    42
    
    
    Vice President of Development
  1 2
    42




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43




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ALL OTHERNAME AND
    
    
    
    
    
    SALARY
    
    COMPENSATION
    
    TOTALPRINCIPAL POSITION
    
    YEAR
    
    $
    
    $ (1)
    
    $Don Crosbie
    
    
    2009
    
    
    $
    135,900
    
    
    $
    1,360
    
    
    $
    137,260CEO
    
    
    2008
    
    
    $
    146,000
    
    
    $
    1,390
    
    
    $
    147,390Gary Austin
    
    
    2009
    
    
    
    113,500
    
    
    
    
    
    
    
    113,500VP  Operations
    
    
    2008
    
    
    
    128,170
    
    
    
    
    
    
    
    128,170K. Scott Spurlock
    
    
    2009
    
    
    
    128,900
    
    
    
    
    
    
    
    128,900VP  Development
    
    
    2008
    
    
    
    133,250
    
    
    
    
    
    
    
    133,250
 
 (1)
    
    Company match on employee contributions to the Companys 401(k) plan. 44




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##### Table of Contents



Option AwardsEquityIncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option(#)
    
    (#)
    
    Options
    
    Price
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    DateDon Crosbie
    
    
    1,500,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.15
    
    
    
    6/3/13Don Crosbie
    
    
    200,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.29
    
    
    
    9/21/14Gary Austin
    
    
    400,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.35
    
    
    
    3/24/14Gary Austin
    
    
    100,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.29
    
    
    
    9/21/14K. Scott Spurlock
    
    
    20,000
    (1)
    
    
    
    
    
    
    
    
    
    
    1.25
    
    
    
    1/4/11K. Scott Spurlock
    
    
    30,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.60
    
    
    
    1/2/12K. Scott Spurlock
    
    
    400,000
    (1)
    
    
    
    
    
    
    
    
    
    
    0.15
    
    
    
    6/3/13
 
 (1)
    
    These are shares underlying warrants and options that originally vested over 3
years. All the shares vested prior to 2009.         45




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##### Table of Contents



NUMBER
    
    
    PER SHARE
    
    
    WEIGHTED AVERAGEOF SHARES
    
    
    EXERCISE PRICE
    
    
    EXERCISE PRICEOutstanding options-December 31, 2007
    
    
    900,776
    
    
    $
    0.30-8.00
    
    
    $
    1.15Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    100,000
    
    
    
    0.35
    
    
    
    0.35Outstanding options-December 31, 2008
    
    
    800,776
    
    
    $
    0.30-8.00
    
    
    $
    1.25Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    95,100
    
    
    
    7.00-8.00
    
    
    
    7.46Outstanding options-December 31, 2009
    
    
    705,676
    
    
    $
    0.30-2.38
    
    
    $
    .41Options exercisable-December 31, 2009
    
    
    705,676
    
    
    $
    0.30-2.38
    
    
    $
    .41
 46




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##### Table of Contents



WEIGHTEDNUMBER
    
    
    PER SHARE
    
    
    AVERAGEOF SHARES
    
    
    EXERCISE PRICE
    
    
    EXERCISE PRICEOutstanding warrants- December 31, 2007
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding warrants-December 31, 2008
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Granted
    
    
    
    
    
    
    
    
    
    
    Expired and/or Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding warrants-December 31, 2009
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Warrants exercisable-December 31, 2009
    
    
    2,399,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18
    
   
    
    each person who is known by us to be the beneficial owner of more than 5% of the
outstanding common stock,
    
    each director and each of our named executive officers,
    
    all of our directors and executive officers as a group, and
    
    the number of shares of common stock beneficially owned by each such person and such
group and the percentage of the outstanding shares owned by each such person and such
group.
  47




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##### Table of Contents



SHARES BENEFICIALLY OWNEDAmount and Natureof Beneficial
    
    
    
    
    
    
    Percent of VotingName and Address of Beneficial Owner
    
    Class of Security
    
    Ownership
    
    
    Percent of Class
    
    
    PowerDon Crosbie (1)
    
    Common Stock
    
    
    1,700,000
    
    
    
    4.9
    
    
    
    4.3Gary Austin (2)
    
    Common Stock
    
    
    500,000
    
    
    
    1.4
    
    
    
    1.3Scott Spurlock (3)
    
    Common Stock
    
    
    450,000
    
    
    
    1.3
    
    
    
    1.1Laura Bray (4)
    
    Common Stock
    
    
    150,000
    
    
    
    *
    
    
    
    *John C. Willems, III (5)
    
    Common Stock
    
    
    19,277
    
    
    
    *
    
    
    
    *Thomas Michel (6)
    
    Common Stock
    
    
    1,790,900
    
    
    
    5.1
    
    
    
    4.5Series D Preferred Stock
    
    
    720
    
    
    
    100.0Series E Preferred Stock
    
    
    50
    
    
    
    100.0Alfred Dubach (7)
    
    Common Stock
    
    
    1,220,000
    
    
    
    3.5
    
    
    
    3.1Bo W. Lycke (8)
    
    Common Stock
    
    
    2,581,326
    
    
    
    7.4
    
    
    
    6.54730 Melissa Ln.
Dallas, Texas 75229Robert H. Brown, Jr. (9)
    
    Common Stock
    
    
    1,362,354
    
    
    
    3.9
    
    
    
    3.42626 Cole Ave, #400
Dallas, Texas 75204McKesson Corporation
    
    Common Stock
    
    
    1,514,285
    
    
    
    4.3
    
    
    
    3.8One Post Street
San Francisco, CA 94104J. R. Schellenberg (10)
    
    Common Stock
    
    
    1,793,603
    
    
    
    5.1
    
    
    
    4.5Kohlrainstrasse 1
Kusnacht
Switzerland CH-8700Elmira United
    
    Common Stock
    
    
    17,999,466
    
    
    
    51.61
    
    
    
    45.1Corporation
Swiss Tower  16th Floor
Panama
Republic of PanamaAcceptius Inc
    
    Common Stock
    
    
    1,700,000
    
    
    
    4.9
    
    
    
    4.315400 Knoll Trail, Ste 330
Dallas, TX 75248All our directors and executive
    
    Common Stock
    
    
    4,880,177
    
    
    
    14.0
    
    
    
    12.2officers as a
    
    Series D Preferred Stock
    
    
    720
    
    
    
    100.0group (5 persons) (11)
    
    Series E Preferred Stock
    
    
    50
    
    
    
    100.0
 
 *
    
    Less than one percent.(1)
    
    Includes 1,700,000 shares which Mr. Crosbie has the right to acquire upon exercise of options
or warrants.(2)
    
    Includes 500,000 shares which Mr. Austin has the right to acquire upon exercise of options or
warrants.(3)
    
    Includes 450,000 shares which Mr. Spurlock has the right to acquire upon exercise of options
or warrants.(4)
    
    Includes 150,000 shares which Ms. Bray has the right to acquire upon exercise of options or
warrants.(5)
    
    Includes 15,000 shares which Mr. Willems has the right to acquire upon exercise of options or
warrants.(6)
    
    Includes 770,000 shares which may be issued to Mr. Michel upon conversion of preferred stock,
and 605,000 shares which Mr. Michel has the right to acquire upon exercise of options or
warrants.(7)
    
    Includes 605,000 shares which Mr. Dubach has the right to acquire upon exercise of options or
warrants.(8)
    
    Includes 1,051,603 shares of common stock owned of record by National Financial Corporation,
of which Mr. Lycke is a 71.1% owner and 250,000 shares which Mr. Lycke has the right to
acquire upon exercise of options or warrants.(9)
    
    Includes 1,051,603 shares owned of record by National Financial Corporation, of which Mr.
Brown is a 17.7% owner.(10)
    
    Includes 1,051,603 shares owned of record by National Financial Corporation by virtue of Mr.
Schellenberg serving as President and Director of MNS Enterprises, Inc, which in turn manages
the activities of National Financial Corporation pursuant to a management agreement.(11)
    
    Includes an aggregate of 3,090,000 shares which they have a right to acquire upon exercise of
options or warrants. 48




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##### Table of Contents



NUMBER OF
    
    
    
    
    
    
    NUMBER OFSECURITIES TO BE
    
    
    
    
    
    
    SECURITIESISSUED UPON
    
    
    WEIGHTED-AVERAGE
    
    
    REMAINING AVAILABLEEXERCISE OF
    
    
    EXERCISE PRICE OF
    
    
    FOR FUTURE ISSUANCEOUTSTANDING OPTIONS
    
    
    OUTSTANDING OPTIONS
    
    
    UNDER EQUITYAND WARRANTS
    
    
    AND WARRANTS
    
    
    COMPENSATION PLANS*(a)
    
    
    (b)
    
    
    (c)Equity Compensation
Plans Approved By
Stockholders
    
    
    705,676
    
    
    $
    0.41
    
    
    
    622,016Equity Compensation
Plans Not Approved
By Stockholders
    
    
    3,599,324
    
    
    
    0.17
    
    
    
    Total
    
    
    4,305,000
    
    
    $
    0.21
    
    
    
    622,016
 
 *
    
    Excludes securities reflected in column (a).     49




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50




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51




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52




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ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   FEE CATEGORY
    
    WHITLEY PENN LLPAudit Fees (1)
    
    $
    51,000Audit-Related Fees (2)
    
    
    Tax Fees (2)
    
    
    All Other Fees (2)
    
    
    Total
    
    $
    51,000
  FEE CATEGORY
    
    WHITLEY PENN LLPAudit Fees (1)
    
    $
    67,000Audit-Related Fees (2)
    
    
    Tax Fees (2)
    
    
    All Other Fees (2)
    
    
    Total
    
    $
    67,000
 
 (1)
    
    Audit Fees consist of aggregate fees billed for professional services rendered for the audit
of our annual financial statements and review of the interim financial statements included in
quarterly reports or services that are normally provided by the independent auditor in
connection with statutory and regulatory filings or engagements during the fiscal years ended
December 31, 2009 and December 31, 2008.(2)
    
    No such services were provided in 2009 or 2008.   53




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##### Table of Contents



ITEM 15.
    
    EXHIBITS.
  3.1(2)
    
    Certificate of Incorporation3.1(a)(2)
    
    Certificate of Amendment to Certificate of Incorporation3.1(b)(4)
    
    Certificate of Designation of Series A Preferred Stock3.1(c)(4)
    
    Certificate of Designation of Series B Preferred Stock3.1(d)(4)
    
    Certificate of Designation of Series C Preferred Stock3.1(e)(4)
    
    Certificate of Designation of Series D Preferred Stock3.1(f)(1)
    
    Certificate of Designation of Series E Preferred Stock3.2(2)
    
    Bylaws, as amended4.1(2)
    
    Form of Common Stock Certificate4.2(4)
    
    Form of Warrant issued to Bo W. Lycke dated February 21, 2002*4.3(5)
    
    Form of Warrant issued to Don Crosbie dated June 3, 2003*4.4(5)
    
    Form of Warrant issued to certain employees dated June 3, 2003*4.5(5)
    
    Form of Warrant issued to Thomas Michel dated June 3, 2003*4.6(5)
    
    Form of Warrant issued to Alfred Dubach dated June 3, 2003*4.7(6)
    
    Form of Warrant issued to Gary J. Austin dated September 21, 2004.*4.8(6)
    
    Form of Warrant issued to Laura M. Bray dated September 21, 2004.*4.9(6)
    
    Form of Warrant issued to Don Crosbie dated September 21, 2004.*10.1(2)
    
    1997 Stock Option Plan, as amended through October 19, 2000*10.2(3)
    
    Amendment dated October 20, 2000 to 1997 Stock Option Plan*10.3(2)
    
    Form of Indemnification Agreement*10.4(2)
    
    Form of Non-Employee Directors Plan10.5(1)
    
    Note dated June 6, 2002 between Claimsnet.com and J. R. Schellenberg related to $50,000 loan.10.6(1)
    
    Note dated August 1, 2002 between Claimsnet.com and J. R. Schellenberg related to $10,000 loan.10.7(6)
    
    Form of Registration Rights Agreement*10.8(7)
    
    Note dated September 29, 2006 between Claimsnet.com and Thomas Michel related to $50,000 loan.10.9(8)
    
    Note dated November 16, 2006 between Claimsnet.com and National Financial Corporation related to $100,000 loan.10.10(9)
    
    Note dated November 29, 2006 between Claimsnet.com and Elmira United Corporation related to $300,000 loan.10.11(9)
    
    Equipment Lease Agreement dated December 1, 2006 between Claimsnet.com and E-Link Systems.10.12(10)
    
    Note dated January 16, 2007 between Claimsnet.com and Eganoc Services Corp related to $100,000 loan.
 54




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##### Table of Contents



*10.13(11)
    
    Note dated January 24, 2007 between Claimsnet.com and Thomas Michel related to $10,000 loan.10.14(12)
    
    Note dated December 13, 2007 between Claimsnet.com and National Financial Corporation related to $100,000 loan.10.25(13)
    
    Note dated March 20, 2008 between Claimsnet.com and Elmira United Corporation related to $250,000 loan.10.16(14)
    
    Note dated May 13, 2008 between Claimsnet.com and Elmira United Corporation related to $200,000 loan.10.17(15)
    
    Note dated August 20, 2008 between Claimsnet.com and National Financial Corporation related to $50,000 loan.10.18(16)
    
    Note dated September 16, 2008 between Claimsnet.com and Thomas Michel related to $30,000 loan.10.19(17)
    
    Note dated September 29, 2008 between Claimsnet.com and Thomas Michel related to $20,000 loan.10.20(18)
    
    Note dated October 28, 2008 between Claimsnet.com and National Financial Corporation related to $50,000 loan.10.21(19)
    
    Note dated November 26, 2008 between Claimsnet.com and National Financial Corporation related to $50,000 loan.10.22(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and Thomas Michel dated September 16, 2008.10.23(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and Thomas Michel dated September 29, 2008.10.24(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and National Financial Corporation dated November 16, 2006.10.25(23)
    
    Amendment No. 2, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and National Financial Corporation dated December 13, 2007.10.26(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and National Financial Corporation dated August 20, 2008.10.27(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and National Financial Corporation dated October 28, 2008.10.28(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and National Financial Corporation dated November 26, 2008.10.29(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and National Financial Corporation dated January 6, 2009.10.30(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and J. R. Schellenberg dated June 6, 2002.10.31(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory Note by and between Claimsnet.com and J. R. Schellenberg dated August 1, 2002.10.32(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Convertible Promissory Note by and between Claimsnet.com and Elmira United Corporation dated November 29, 2006.10.33(23)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Convertible Promissory Note by and between Claimsnet.com and Thomas Michel dated January 23, 2007.10.34(20)
    
    Unsecured Convertible Promissory Note between Claimsnet.com and National Financial Corporation dated January 6, 2009.10.35(21)
    
    Unsecured Convertible Promissory Note between Claimsnet.com and National Financial Corporation dated February 4, 2009.
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10.36(22)
    
    Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated April 15, 2009.10.37(24)
    
    Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated May 11, 2009.10.38(25)
    
    Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated July 28, 2009.10.39(26)
    
    Unsecured Promissory Note between Claimsnet.com and Thomas Michel dated October 13, 2009.10.40(27)
    
    Unsecured Promissory Note between Claimsnet.com and Thomas Michel dated February 16, 2010.14
    
    Code of Ethics21.1
    
    Subsidiaries of Claimsnet.com inc.31.1
    
    Certification of Don Crosbie31.2
    
    Certification of Laura M. Bray32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Don Crosbie32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Laura M. Bray
 
 *
    
    Contract with management or compensatory arrangement.(1)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K, for the Year Ended December 31, 2002 filed on April 1, 2003.(2)
    
    Incorporated by reference to the Registrants registration statement on Form S-1 (Registration No. 333-36209).(3)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2000 filed on April 16, 2001 and amended on October 3, 2001(4)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2001 filed on April 15, 2002.(5)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-KSB for the year ended December 31, 2003, filed on March 29, 2004.(6)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-KSB for the year ended December 31, 2004, filed on March 16, 2005.(7)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed on October 26, 2006.(8)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated November 16, 2006.(9)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated November 29, 2006.(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated January 16, 2007.(11)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, filed on April 26, 2007.(12)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated December 13, 2007.(13)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March 20, 2008.(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 13, 2008.(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated August 20, 2008.(16)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated September 16, 2008. 56




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(17)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated September 29, 2008.(18)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 28, 2008.(19)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated November 27, 2008.(20)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated January 6, 2009 filed on January 9, 2009.(21)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated February 4, 2009 filed on February 6, 2009.(22)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April 15, 2009 filed on April 20, 2009.(23)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed on April 28, 2009.(24)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11, 2009 filed on May 12, 2009.(25)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed on July 30, 2009.(26)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated October 13, 2009 filed on October 15, 2009.(27)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated February 16, 2010 filed on February 18, 2010. 57




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SIGNATURES  
 By:
    /s/ Don CrosbieDon CrosbiePresident and Chief Executive Officer   /s/ Don CrosbieDon CrosbieChief Executive Officer,
Class I Director and
Chairman of the Board/s/ Laura M. BrayLaura M. BrayChief Financial Officer and Principal Accounting Officer/s/ Alfred DubachAlfred DubachClass I Director and
Vice Chairman of the Board/s/ John C. Willems, IIIJohn C. Willems, IIIClass II Director/s/ Thomas MichelThomas MichelClass II Director 58