SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                   FORM 10-QSB/A

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

      For Quarter Ended March 31, 2002      Commission File No. 0-29804

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

                   Nevada                                82-0255758
                   ------                                ----------
           (State or Jurisdiction          (IRS Employee Identification Number)
              Of Incorporation)

      201 East Main Street, Brady Texas                    78625
      ---------------------------------                    -----
   (Address of Principal Executive Offices)              (Zip Code)


      Registrant's Telephone Number, Including Area Code: (915) 792-8400
                                                          --------------


Indicate by check mark 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.

                              YES [X]    NO [ ]


As of March 31, 2002, there were 17,672,702 shares of common stock, $.001 par
value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES [ ]    NO [X]

<PAGE>

                                 eClickMD, INC.
                                 MARCH 31, 2002
                                      INDEX

<TABLE>
<CAPTION>
                                                                                           Page No.
                                                                                           --------
<S>                                                                                        <C>
PART I          FINANCIAL INFORMATION

      Item 1.   Financial Statements

                Consolidated Balance Sheets as of March 31, 2002
                (unaudited)(restated) and December 31, 2001                                      2

                Consolidated Statements of Operations (unaudited) for the
                three months ended March 31, 2002 (restated) and 2001                            3

                Consolidated Statements of Cash Flows (unaudited) for the three months
                ended  March 31, 2002 (restated) and 2001                                        4

                Notes to Consolidated Financial Statements (unaudited)                           5

      Item 2.   Management's Discussion and Analysis of Financial Condition and Results
                of Operations (as Restated)                                                      8

PART II         OTHER INFORMATION

      Item 1.   Legal Proceedings                                                               11

      Item 2.   Changes in Securities and Use of Proceeds                                       11

      Item 3.   Defaults Upon Senior Securities                                                 12

      Item 4.   Submission of Matters to a Vote of Security Holders                             12

      Item 5.   Other Information                                                               12

      Item 6.   Exhibits and Reports on Form 8-K                                                12


SIGNATURES                                                                                      13
</TABLE>

                                       1
<PAGE>

                         eClickMD, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                March 31, 2002 (UNAUDITED) and December 31, 2001

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                               2002               2001
                                                                            (Restated)
                                                                            -----------        -----------
<S>                                                                         <C>                <C>
Current assets
    Cash and cash equivalents                                               $    21,233        $   290,222
    Accounts receivable - trade, net of allowance for doubtful
    accounts of $34,207 and $31,706 at March 31, 2002 and
    December 31, 2001, respectively                                              65,550             16,543
    Prepaid expenses and other  current assets                                   12,713              5,802
                                                                            -----------        -----------
    Total current assets                                                         99,496            312,567

Property and equipment, net of accumulated depreciation of
    $334,424 and $296,007 at March 31, 2002 and December 31, 2001,
    respectively                                                                213,898            252,313
                                                                            -----------        -----------

    Total assets                                                            $   313,394        $   564,880
                                                                            ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities
    Line of credit                                                          $   360,000        $   360,000
    Current notes payable (including $135,155 and
       $130,060 owed to related parties at March 31, 2002 and
       December 31, 2001, respectively)                                         155,155            152,307
    Convertible notes and debentures - current maturities
       (including $51,250 to related parties at March 31, 2002 and
       December 31, 2001, respectively)                                         871,075            174,350
    Customer deposits                                                            61,811                 --
    Payable to related parties                                                  407,743            381,493
    Accounts payable (including $19,230 to a related party at
       March 31, 2002 and December 31, 2001, respectively)                      973,711            904,394
    Accrued payroll tax liabilities                                              84,669            129,649
    Accrued liabilities                                                         281,920            213,294
                                                                            -----------        -----------
    Total current liabilities                                                 3,196,084          2,315,487

Long-term notes payable (including $69,810 to a related party)                  120,452            123,805

Long-term convertible notes and debentures                                    1,217,391          1,919,116

Shareholders' deficit
    Preferred stock - $0.001 par value; 15,000,000 shares authorized,
       no shares issued and outstanding                                              --                 --
    Common stock - $0.001 par value; 50,000,000 shares authorized,
       17,672,702 and 17,121,368 shares issued and outstanding
       at March 31, 2002 and December 31, 2001, respectively                     17,673             17,121
    Additional paid-in capital                                                5,356,367          5,100,419
    Receivable for the purchase of equity                                      (275,794)          (275,794)
    Accumulated deficit                                                      (9,318,779)        (8,635,274)
                                                                            -----------        -----------
    Total shareholders' deficit                                              (4,220,533)        (3,793,528)
                                                                            -----------        -----------

    Total liabilities and shareholders' deficit                             $   313,394        $   564,880
                                                                            ===========        ===========
</TABLE>

                   See notes to interim financial statements.

                                       2
<PAGE>

                         eClickMD, Inc. and Subsidiaries
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       2002                2001
                                                                    (Restated)
                                                                   ------------        ------------
<S>                                                                <C>                 <C>
Revenues                                                           $     95,557        $     95,820

Operating Expenses
   Cost of Revenues                                                      71,600              97,558
   Research & Development Costs                                          30,662              31,842
   Selling, General & Administrative                                    624,361             356,442
                                                                   ------------        ------------
   Operating Loss                                                      (631,066)           (390,022)

Other Income                                                              3,711                  --
Interest Expense                                                        (56,150)            (66,154)
                                                                   ------------        ------------
   Net Loss                                                        $   (683,505)       $   (456,176)
                                                                   ============        ============

Net loss per common share - basic and diluted                            $(0.04)             $(0.04)
                                                                   ============        ============

Weighted-average number of common shares outstanding - basic
   and diluted                                                       17,284,502          11,875,289
                                                                   ============        ============
</TABLE>

                   See notes to interim financial statements.

                                       3
<PAGE>

                         eClickMD, Inc. and Subsidiaries
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               For THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                           2002            2001
                                                                                        (Restated)
                                                                                        ----------       ---------
<S>                                                                                     <C>              <C>
Cash flows from operating activities
     Net loss                                                                           $(683,505)       $(456,176)
     Adjustments to reconcile net loss to net cash used in operating activities
         Depreciation                                                                      38,417           38,536
         Fair Value of common stock issued for services                                   187,500               --
         Bad debt expense                                                                   2,500            5,000
         Amortization of deferred financing fees                                               --           34,644
       Increases and decreases in:
         Accounts receivable - trade                                                      (51,508)         (20,242)
         Prepaid expenses and other current assets                                         (6,911)             176
         Customer deposits                                                                 61,811           62,217
         Accounts payable                                                                  69,316           80,013
         Accrued liabilities                                                               23,645          125,606
                                                                                        ---------        ---------
         Net cash used in operating activities                                           (358,735)        (130,226)

Cash flows from investing activities
     Purchases of property and equipment                                                       --             (932)
                                                                                        ---------        ---------
         Net cash used in investing activities                                                 --             (932)

Cash flows from financing activities
     Bank overdraft                                                                            --           (9,978)
     Payments on convertible notes payable and debentures                                  (5,505)              --
     Borrowings on convertible notes payable and debentures
         (including $20,000 from a related party in 2001)                                      --          103,000
     Borrowings from related parties                                                       26,250           30,065
     Borrowings on notes payable (including $3,875 from related parties in 2001)               --            3,875
     Exercise of stock options                                                             69,000               --
                                                                                        ---------        ---------
         Net cash provided by financing activities                                         89,745          126,962

Net decrease in cash and cash equivalents                                                (268,989)          (4,196)

Cash and cash equivalents, beginning of period                                            290,222            6,599
                                                                                        ---------        ---------

Cash and cash equivalents, end of period                                                $  21,233        $   2,403
                                                                                        =========        =========

Supplemental disclosures for cash flow information:
     Cash paid during the period for:
         Interest                                                                       $     540        $   4,830
                                                                                        =========        =========

         Income taxes                                                                   $      --        $      --
                                                                                        =========        =========
</TABLE>

                   See notes to interim financial statements.

                                       4
<PAGE>

                       ECLICKMD, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

1.    BASIS OF PRESENTATION

The interim financial statements of eClickMD, Inc. and Subsidiaries (the
"Company" or "eClick") at March 31, 2002, and for the three months ended March
31, 2002 and 2001, are unaudited, and include all adjustments (consisting only
of normal recurring adjustments) which the Company considers necessary for a
fair presentation. The December 31, 2001 balance sheet was derived from the
balance sheet included in the Company's audited financial statements as filed on
Form 10-KSB for the year ended December 31, 2001. Certain amounts previously
reported in prior interim financial statements have been reclassified to conform
to the 2002 presentation.

The accompanying unaudited interim financial statements are for interim periods
and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's audited
financial statements included in the 10-KSB for the year ended December 31,
2001. The accompanying unaudited interim financial statements for the three
months ended March 31, 2002 are not necessarily indicative of the results which
can be expected for the entire fiscal year.


2.    GOING CONCERN

The consolidated financial statements for the three months ended March 31, 2002
have been prepared on the assumption the Company will continue as a going
concern. The Company sustained net losses of $683,505 and $3,938,685 during the
quarter ended March 31, 2002 and the year ended December 31, 2001, respectively,
and has accumulated losses through March 31, 2002 of $9,318,779. Cash used in
operating activities for the same periods aggregated $358,735 and $1,586,522,
respectively. Total liabilities at March 31, 2002 of $4,533,927 (including
approximately $85,000 to the Internal Revenue Service for delinquent payroll
taxes) exceed total assets of $313,394. As of the date of this report, the
Company is unable to meet all of its short-term obligations as they fall due and
has substantial amounts outstanding with key vendors. In addition, the Company
has contingent liabilities, as further discussed in Note 7, that could further
impact its liquidity.

The Company's continued existence depends upon the success of management's
efforts to raise additional capital necessary to meet the Company's obligations
as they come due and to obtain sufficient capital to execute its business plan.
The Company intends to obtain capital primarily through issuances of equity. In
addition, the founding shareholders have agreed to sell personally owned shares
into the market (subject to regulatory limitation and limitations provided for
in the finance agreement) and loan the proceeds (net of taxes) to the Company.
There can be no degree of assurance given that the Company will be successful in
completing additional financing transactions or that the founding shareholders
will be successful in selling their shares.

The consolidated financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the Company
to continue as a going concern.


3.    USE OF ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principals. These estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.

                                       5
<PAGE>

4.    RESTATEMENT OF PREVIOUSLY REPORTED RESULTS

The Company is amending and restating its Form 10-QSB for the three months ended
March 31, 2002 to record the issuance of 250,000 shares of common stock for
financial consulting services valued at $187,500. The restatement results in a
net loss per share of $0.04 instead of a net loss per share of $0.03 as
originally reported.


5.    CONVERTIBLE NOTES AND DEBENTURES

At March 31, 2002 the Company had outstanding convertible notes totaling
$158,000 which were issued in 1999 with a conversion rate of $2.00 per share,
$585,000 of convertible notes issued in 2000 with a conversion rate equal to the
principle plus accrued interest at the conversion date divided by the price per
share of equity instruments sold in the next financing transaction, $1,217,391
of convertible notes issued in 2001 with a conversion rate of the lower of $1.00
per share of common stock or 80 percent of the fair market value of the common
stock and $128,075 of convertible notes issued in 2001 with a conversion rate
equal to the lesser of a 12.5% discount to the market price or $1.50 per share.

6.    TREATMENT OF CERTAIN STOCK OPTIONS FOR DISPUTED SERVICES

In July 2001, the Company issued stock options as retainers for services and as
collateral for financing in connection with such services to Oxford Financial
and Mark Anthony Christini which were subsequently converted into common stock.
In September, 2001, the Company filed a complaint against Oxford Venture Fund,
L.L.C. and Karim Rajani alleging the defendants had received Company stock
options to purchase 275,000 shares as a retainer and for the purpose of
collateralizing financing for the Company, and that the defendant then sold a
portion of the stock thereby converting it to their own use instead of using it
for collateral. The Company sought compensatory damages, exemplary damages and
injunctive relief. The defendant's appeared for a hearing to argue against the
Court's in personam jurisdiction over them as well as to argue against the need
for injunctive relief. On September 14, 2001, the Court granted a temporary
injunction against the defendants making sales of the Company's stock. At the
date of this filing, 1,800,000 shares are being restricted from transfer of
which 600,000 shares are being held in certificate form by the transfer agent.
The defendants have not filed their answer in the matter and the Company intends
to seek a default judgment against the defendants. The Company also issued
options to purchase an aggregate of 275,000 shares to Mark Anthony Christini as
a retainer in exchange for legal services associated with Oxford Venture Fund.
The options were converted to shares of common stock. Subsequently, Mr.
Christini became deceased before any services were rendered. The Company plans
to seek recovery of such shares from the estate of Mr. Christini. The Company
expects to recover the before mentioned shares. Due to the circumstances
surrounding the issuance of the options and the subsequent dispute that has
arisen due to the failure of the optionees to perform according to the
agreement, no value has been recorded in the accompanying financial statements
related to the original issuance of the options. In the event that the shares
are not recovered, the Company may incur an associated expense during the
reporting period in which the settlement occurs. Management believes the shares
indicated above will be recovered.

                                       6
<PAGE>

7.    CONTINGENCIES:

Certain officers and employees who were previously employed by the Company and
were parties to employment contracts were terminated during the fourth quarter
of 2000. One of these employees has filed suit against the Company. The outcome
of this dispute and these terminations is unknown at this time, but could
materially affect these consolidated financial statements. No provision has been
made in these consolidated financial statements concerning this contingency.

The Company is indebted to a vendor for the purchase of computer equipment in
the amount of approximately $260,000 which is included in accounts payable in
the accompanying balance sheet. The vendor has filed a suit to collect payment.
If the Company were obligated to surrender this equipment, it could cause a
disruption in its business, which could materially impact the operations and
financial condition of the Company.

8.    SHAREHOLDERS' DEFICIT:

During the three months ended March 31, 2002, the Company issued 301,333 shares
of common stock as a result of the exercise of stock options for cash totaling
$69,000. In addition the Company issued 250,000 shares of common stock for
financial consulting services valued at $187,500.

9.    SUBSEQUENT EVENT:

Subsequent to March 31, 2002, Gryphon Opportunity Fund I, LLC has agreed,
effective April, 5, 2002, to convert $608,696 of principal into 2,843,045 shares
of common stock and to adjust the conversion feature on the balance of the notes
payable and any compounded interest to a conversion price of $1.00 per share of
common stock. The sole investor in the Financing, Gryphon Opportunity Fund I,
LLC (the Investor), also received warrants to purchase an aggregate of 436,239
shares of common stock and Gryphon Financial Securities Corp, the Placement
Agent, received an aggregate of 426,870 warrants of similar tenor (the Agent's
Warrants). Both the Investor and the Placement Agent have agreed to change the
exercise price of all the Investor and Placement Agent Warrants to $1.00 and
maintain the number of exercisable shares as indicated on the face of the
warrants without adjustment except for normal anti-dilution provisions for stock
splits, stock rights and stock dividends and waive penalties for demand
registration for six months and one year, respectively.

On April 9, 2002 the Company issued a Promissory Note to Gryphon Opportunity
Fund I, LLC in the amount of $100,000 with interest at 6% per annum which
matures at the earliest of July 10, 2002 or upon completion of a financing round
of a minimum of $500,000. Again on May 7, 2002 an additional Promissory note was
issued by the Company to Gryphon Opportunity Fund I, LLC for $100,000 with
interest at 6% per annum which matures at the earliest of August 7, 2002 or upon
completion of a financing round of a minimum of $500,000.

On May 13, 2002, the Company received notice regarding Cause No. 67-190588-01
from the 67th Judicial District Court of Tarrant County, Texas. This Notice was
a request for discovery directed to defendant in aide of judgement. Amount of
damages are unspecified.

On or about May 1, 2002, the Company received information regarding Cause No.
2002-21897; 1240 Blalock, Inc. vs. eClickMD, Inc. from the 80th Judicial
District of Harris County, Texas, in regards to default on a convertible
debenture repayment plan of approximately $48,000. As of the date of this
filing, the Company has not been served notice.

On April 22, 2002, the Company was served notice regarding Cause No. 2002044,
The ReCOVAR Group, LLC. vs. eClickMD, Inc. from the 198th Judicial District
Court of McCulloch County, Texas in regard to an outstanding accounts payable in
the amount of $5,043. The plantiff is also demanding reasonable attorney's fees
and court costs.

                                       7
<PAGE>

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

      Forward Looking Statements

      This Quarterly Report on Form 10-QSB contains "forward-looking" statements
as such term is defined in the Private Securities Litigation Reform Act of 1995
and information relating to the Company and its subsidiaries that are based on
the beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in this
report, the words "anticipate," "believe," "estimate," "expect" and "intend" and
words or phrases of similar import, as they relate to the Company or its
subsidiaries or Company management, are intended to identify forward-looking
statements. Such statements reflect the current risks, uncertainties and
assumptions related to certain factors including, without limitations,
competitive factors, general economic conditions, customer relations,
relationships with vendors, the interest rate environment, governmental
regulation and supervision, seasonality, distribution networks, product
introductions and acceptance, technological change, changes in industry
practices, onetime events and other factors described herein and in other
filings made by the company with the Securities and Exchange Commission, based
upon changing conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

Overview

eClickMD, Inc. Management believes it is the leader in the Health Insurance
Partability and Accountability Act (HIPAA)-compliant, coordination of care
technology for the health care industry. Home health care executives founded the
Company in 1996 to address inefficiencies in workflow processes between
agencies. That same year, the U.S. government released the HIPAA Act that
mandated Internet-based electronic storage and transmission of patient data be
standardized, secured, and subjected to rigorous privacy rules. eClickMD quickly
enhanced its digital certificate and e-signature technology to comply with these
HIPAA standards. Today, the Company has nine technology patents pending
encompassing over 150 specific claims for managing and transmitting sensitive
patient data. There are also over 400 health care professionals moving in excess
of 12,000 patient documents annually through the eClickMD system.

The Company has developed and intends to provide a broad range of Web-based
healthcare electronic commerce services that will improve communication among
physicians, suppliers, and other providers; however, there can be no assurance
given that the Company will be successful in its development efforts. These
services using Internet technology in the healthcare electronic commerce
industry are subject to risks, including but not limited to those associated
with competition from existing companies offering similar services, rapid
technological change, development risks, management of growth and a minimal
previous record of operations or earnings.

                                        8
<PAGE>

Restatement of Previously Reported Results

The Company is amending and restating its Form 10-QSB for the three months ended
March 31, 2002 to record the issuance of 250,000 shares of common stock for
financial consulting services valued at $187,500. The restatement results in a
net loss per share of $0.04 instead of a net loss per share of $0.03 as
originally reported.


Results of Operations (as Restated)

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Revenues for the three months ended March 31, 2002 were $95,557 compared to
$95,820 in the same period in 2001. Revenues remained flat quarter-on-quarter
reflecting the Company's focus in calendar year 2001 on technology development.
In addition, as the company maximized available cash resources in 2001 fewer
sales and marketing programs existed.

Operating expenses were $726,623 for the three months ended March 31, 2002
compared to $485,842 for the three months ended March 31, 2001. The 50% increase
in operating expenses was primarily attributable to expenses incurred for the
issuance of shares of common stock for financial consulting services and higher
selling, general and administrative expenses resulting from hiring increases in
the areas of management and sales that occurred in the fourth quarter of 2001
driving higher salaries and wages and other employee-related expenses.

Interest expense for the quarter ended March 31, 2002 was $56,150 compared to
$66,154 in 2001. Decreases in interest expense resulted primarily from
conversion of a portion of convertible notes payable to common shares in 2001.

Liquidity and Capital Resources

Net cash used by operating activities for the first quarter totaled $358,735 and
$130,226 for 2002 and 2001, respectively. Increased net uses of cash in 2002
resulted primarily from flat quarter-on-quarter revenues and higher operating
expenses resulting from hiring in the areas of management and sales in the
fourth quarter of 2001 as well as from the Company paying down the balance in
accounts payable and accrued liabilities.

Net cash provided by financing activities was $89,745 for the quarter ended
March 31, 2002 and $126,962 for the quarter ended March 31, 2001 and consisted
primary of borrowings from related parties, exercise of stock options for cash
in 2002 and borrowings on convertible notes payables and debentures in 2001.

                                        9
<PAGE>

At March 31, 2002 the Company had outstanding convertible notes totaling
$158,000 which were issued in 1999 with a conversion rate of $2.00 per share,
$585,000 of convertible notes issued in 2000 with a conversion rate equal to the
principle plus accrued interest at the conversion date divided by the price per
share of equity instruments sold in the next financing transaction, $1,217,391
of convertible notes issued in 2001 with a conversion rate of the lower of $1.00
per share of common stock or 80 percent of the fair market value of the common
stock and $128,075 of convertible notes issued in 2001 with a conversion rate
equal to the lesser of a 12.5% discount to the market price or $1.50 per share.

Subsequent to March 31, 2002, Gryphon Opportunity Fund I, LLC has agreed,
effective April 5, 2002, to convert $608,696 of principal into 2,843,045 shares
of common stock and to adjust the conversion feature on the balance of the notes
payable and any compounded interest to a conversion price of $1.00 per share of
common stock. The sole investor in the Financing, Gryphon Opportunity Fund I
(the Investor), also received warrants to purchase an aggregate of 436,239
shares of common stock and Gryphon Financial Securities Corp, the Placement
Agent, received an aggregate of 426,870 warrants of similar tenor (the Agent's
Warrants). Both the Investor and the Placement Agent have agreed to change the
exercise price of all the Investor and Placement Agent Warrants to $1.00 and
maintain the number of exercisable shares as indicated on the face of the
warrants without adjustment except for normal anti-dilution provisions for stock
splits, stock rights and stock dividends and waive penalties for demand
registration for six months and one year, respectively.

On April 9, 2002 the Company issued a Promissory Note to Gryphon Opportunity
Fund I, LLC in the amount of $100,000 with interest at 6% per annum which
matures at the earliest of July 10, 2002 or upon completion of a financing round
of a minimum of $500,000. Again on May 7, 2002 an additional Promissory note was
issued by the Company to Gryphon Opportunity Fund I, LLC for $100,000 with
interest at 6% per annum which matures at the earliest of August 7, 2002 or upon
completion of a financing round of a minimum of $500,000.

The Company has limited cash resources and intends to raise additional capital
through convertible notes and the issuance of preferred stock or additional
common stock. The Company believes the additional capital will allow it to
continue its marketing efforts in its core products and develop and add new
functional enhancements to the browser-based versions of its products. The
availability of cash through such resources is not assured and if the Company is
not able to raise enough cash, the Company might be forced to limit its
operations and marketing activities, or ultimately cease operations.

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. The Company's continued existence
depends upon the success of management's efforts to raise additional capital
necessary to meet the Company's obligations as they come due and to obtain
sufficient capital to execute its business plan. There can be no degree of
assurance given that the Company will be successful in completing additional
financing transactions.

The consolidated financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the Company
to continue as a going concern.

                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.     Legal Proceedings
--------------------------------------------------------------------------------

Cause No. GN100323; 200th Judicial District Court of Travis County, Texas.
AmeriQuest Technologies, Inc. vs. eClickMD, Inc., filed January 31, 2001.
Lawsuit for collection of purchase price of computer equipment purchased by
eClickMD, Inc. totaling approximately $260,000. Subsequent to September 30,
2001the company has submitted a lease agreement and payments to initiate a
new lease program on the above mentioned equipment. At the date of this
filing the lease agreement was approved and certain terms are under
negotiation but no assurances can be made that terms will be agreed upon.

Cause No. 3:OLV343LN:United States District Court, Southern District of
Mississippi. David Buck vs eClickMD. Inc. The lawsuit, filed on May 8, 2001
alleges breaches of severence in an employment agreement. David Buck is
seeking damages of up to $197,200.  The Company is negotiating a settlement
offer at the time of this filing and cannot estimate the amount of any
settlement.

On October 17, 2001, in the United States District Court, Western District of
Texas, Austin Division, the Company filed a counter suit against David Buck,
Philip Mattingly, and John Griffin for breach of fiduciary duty, statutory and
common law fraud, and conversion of corporate funds and assets. One or more of
the defendants have been served. The Company has reached a settlement with John
Griffin and agreed to release him from this suit.

Cause No. A 01 CA 599 SS; United States District Court, Western District of
Texas, Austin Division. eClickMD, Inc. v. Oxford Venture Fund, L.L.C. and Karim
Rajani. On September 14, 2001, the Company filed a complaint alleging the
defendants had received Company stock valued at over $1,525,000 for the purpose
of collateralizing financing for the Company. The defendant sold a portion of
the stock thereby converting it to their own use instead of using it for
collateral. The Company sought compensatory damages, exemplary damages and
injunctive relief. The defendant's appeared for a hearing to argue against the
Court's in personam jurisdiction over them as well as to argue against the need
for injunctive relief. On September 14, 2001, the Court granted a temporary
injunction against the defendants making sales of the Company's stock. At the
date of this filing, 1,800,000 shares are being restricted from transfer of
which 600,000 shares are held in certificate form by the transfer agent. The
defendants have filed their answer in this matter and the Company intends to
vigorously pursue this matter or seek settlement or summary judgement against
the defendants.

Item 2.     Changes in Securities
--------------------------------------------------------------------------------

None.

                                       11
<PAGE>

Item 3.     Defaults Upon Senior Securities
--------------------------------------------------------------------------------

None.

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

None.

Item 5.     Other Information
--------------------------------------------------------------------------------

None.

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

a)   EXHIBITS

4.1      Promissory Note, dated April 9, 2002 by and between eClick MD, Inc. and
         the Gryphon Opportunities Fund I, LLC in the amount of $100,000.

4.2      Promissory Note, dated May 7, 2002 by and between eClick MD, Inc. and
         the Gryphon Opportunities Fund I, LLC in the amount of $100,000.

99.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley ACt of 2002

99.2     Certification 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

None.

                                       12
<PAGE>

                                   SIGNATURES

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

                                           eClickMD, Inc.



Date:  November 21, 2002              By: /s/ MARION ROBERT RICE
                                          --------------------------------
                                          Marion Robert Rice,
                                          President and Chief Executive Officer
                                          (Principal Executive)



                                      By: /s/ NEIL BURLEY
                                          --------------------------------
                                          Neil Burley,
                                          Chief Financial Officer
                                          (Principal Financial
                                          and Accounting Officer)


                                       13