SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                         For Quarter Ended June 30, 2003

                           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)

3001 Bee Caves Road Suite 250 Austin, Texas                             78746
-------------------------------------------                           ----------
 (Address of Principal Executive Offices)                             (Zip Code)


       Registrant's Telephone Number, Including Area Code: (512) 439-3900

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 June 30, 2003, there were 21,365,688 shares of common stock, $.001 par
value, of the registrant issued and outstanding.

As of June 30, 2003, there were 89 shares of Series A Preferred Stock, $.001 par
value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES [ ] NO [X]
<PAGE>

                                 ECLICKMD, INC.
                             (DEBTOR-IN-POSSESSION)
                                  JUNE 30, 2003
                                      INDEX

                                                                        Page No.
                                                                        --------

PART I         FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Consolidated Balance Sheets as of June 30, 2003
               (unaudited) and December 31, 2002 ........................   2

               Consolidated Statements of Operations (unaudited) for
               the three months ended June 30, 2003 and 2002 ............   3

               Consolidated Statements of Operations (unaudited) for
               the six months ended June 30, 2003 and 2002 ..............   4

               Consolidated Statements of Cash Flows (unaudited) for
               the six months ended June 30, 2003 and 2002 ..............   5

               Notes to Consolidated Financial Statements (unaudited) ...   6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations ......................  12

     Item 3.   Controls and Procedures ..................................  16


PART II        OTHER INFORMATION

     Item 1.   Legal Proceedings ........................................  17

     Item 2.   Changes in Securities ....................................  19

     Item 3.   Defaults Upon Senior Securities ..........................  19

     Item 4.   Submission of Matters to a Vote of Security Holders ......  19

     Item 5.   Other Information ........................................  19

     Item 6.   Exhibits and Reports on Form 8-K .........................  19


SIGNATURES ..............................................................  20


                                        1
<PAGE>

<TABLE>
<CAPTION>
                                      ECLICKMD, INC. AND SUBSIDIARIES
                                          (DEBTOR-IN-POSSESSION)
                                        CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002


                                                  ASSETS
                                                  ------

                                                                                   2003
                                                                                (Unaudited)        2002
                                                                               ------------    ------------

<S>                                                                            <C>             <C>
Current assets
   Cash and cash equivalents                                                   $     25,439    $     85,204
   Accounts receivable - trade, net of allowance for doubtful
   accounts of $39,825 and $29,843 at June 30, 2003 (unaudited) and
   December 31, 2002, respectively                                                   24,136           7,590
   Other current assets                                                               7,351          11,645
                                                                               ------------    ------------
      Total current assets                                                           56,926         104,439

Property and equipment, net of accumulated depreciation of
   $520,939 and $451,874 at June 30, 2003 (unaudited) and
   December 31, 2002, respectively                                                   38,024         107,088
Deferred financing fees, net of accumulated amortization of $85,479 and
   $78,345 at June 30, 2003 (unaudited) and December 31, 2002, respectively             173           7,309
Other assets                                                                         10,414          10,414
                                                                               ------------    ------------

      Total assets                                                             $    105,537    $    229,250
                                                                               ============    ============

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

Liabilities not subject to compromise
   Current Liabilities
      Current notes payable                                                    $    139,042    $         --
      Customer deposits                                                              18,544           1,325
      Accounts payable - trade                                                       94,577              --
      Accrued payroll tax liabilities                                                56,231          16,378
      Capital lease obligation payable - current maturities                           4,045              --
      Accrued liabilities                                                            56,811              --
                                                                               ------------    ------------
         Total current liabilities                                                  369,250          17,703

Liabilities subject to compromise (Note 8)                                        4,528,893       4,843,106

Shareholders' deficit
   Preferred stock - $0.001 par value; 15,000,000 shares authorized,
      89 and 75 shares issued and outstanding at June 30, 2003 (unaudited)               --              --
      and December 31, 2002 (Liquidation preference of $10,000 per share)
   Common stock - $0.001 par value; 50,000,000 shares authorized, 21,365,688
      and 21,190,688 shares issued and outstanding at
      June 30, 2003 (unaudited) and December 31, 2002, respectively                  21,366          21,191
   Additional paid-in capital                                                     7,040,161       6,855,739
   Accumulated deficit                                                          (11,854,133)    (11,508,489)
                                                                               ------------    ------------
         Total shareholders' deficit                                             (4,792,606)     (4,631,559)
                                                                               ------------    ------------

         Total liabilities and shareholders' deficit                           $    105,537    $    229,250
                                                                               ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>

<TABLE>
<CAPTION>
                               ECLICKMD, INC. AND SUBSIDIARIES
                                   (DEBTOR-IN-POSSESSION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002


                                                                     2003            2002
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Revenues                                                         $     63,635    $     81,031

Operating expenses
   Cost of revenues                                                    54,604          51,829
   Research & development costs                                        18,901          24,876
   Selling, general & administrative                                  283,485         480,764
                                                                 ------------    ------------

   Operating loss                                                    (293,355)       (476,438)

Gain on debt settlement                                               397,673              --
Other income (expense)                                                 68,645           3,712
Interest expense                                                      (30,711)        (67,099)
                                                                 ------------    ------------
   Income(Loss) before reorganization items                           142,252        (539,825)

Reorganization items:
   Professional fees                                                   12,265              --

                                                                 ------------    ------------
Net income(loss)                                                 $    129,987    $   (539,825)
                                                                 ============    ============

Net income(loss) per common share - basic and diluted            $       0.01    $      (0.03)
                                                                 ============    ============

Weighted-average number of common shares outstanding - basic       21,365,688      20,417,257
                                                                 ============    ============

Weighted-average number of common shares outstanding - diluted     22,653,882      20,417,257
                                                                 ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                              ECLICKMD, INC. AND SUBSIDIARIES
                                  (DEBTOR-IN-POSSESSION)
                     CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002


                                                                   2003            2002
                                                               ------------    ------------
<S>                                                            <C>             <C>
Revenues                                                       $    126,728    $    176,588

Operating expenses
   Cost of revenues                                                 132,988         123,429
   Research & development costs                                      30,587          55,538
   Selling, general & administrative                                638,952       1,105,125
                                                               ------------    ------------

   Operating loss                                                  (675,799)     (1,107,504)

Gain on debt settlement                                             397,673              --
Other income (expense)                                               68,645           7,423
Interest expense                                                   (123,897)       (123,249)
                                                               ------------    ------------
   Loss before reorganization items                                (333,378)     (1,223,330)

Reorganization items:
   Professional fees                                                 12,265              --

                                                               ------------    ------------
Net income(loss)                                               $   (345,643)   $ (1,223,330)
                                                               ============    ============

Net income(loss) per common share - basic and diluted          $      (0.02)   $      (0.07)
                                                               ============    ============

Weighted-average number of common shares outstanding - basic     21,303,327      18,844,371
   and diluted                                                 ============    ============
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

<TABLE>
<CAPTION>
                                       ECLICKMD, INC. AND SUBSIDIARIES
                                           (DEBTOR-IN-POSSESSION)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                               FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002


                                                                                     2003            2002
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
Cash flows from operating activities
   Net loss                                                                      $   (345,643)   $ (1,223,330)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation                                                                     69,064          77,598
      Bad debt expense                                                                  9,982              --
      Gain on change in accounting estimate                                            68,645              --
      Gain on debt settlement                                                        (397,673)
      Stock issued for services                                                        33,250         187,500
      Stock options issued for services                                                    --          22,205
      Warrants issued for converstion of debt to preferred stock                        8,147              --
      Amortization of deferred financing fees                                           7,135           2,077
      Amortization of debt discount                                                     9,770          14,079
      Increases and decreases in working capital accounts:
      Accounts receivable - trade                                                     (26,529)         (5,816)
      Other current assets                                                              4,293         (25,049)
      Customer deposits                                                                17,219          33,944
      Accounts payable - trade                                                        (14,020)         83,785
      Accrued liabilities                                                             118,536         129,200
                                                                                 ------------    ------------
         Cash flows used in operating activities                                     (437,824)       (703,807)

Cash flows from investing activities
   Purchases of property and equipment                                                     --          (9,772)

Cash flows from financing activities
   Payments on capital lease obligation                                               (12,865)        (22,820)
   Payments on convertible notes payable and debentures                                    --          (5,000)
   Deferred financing fees                                                                 --         (27,041)
   Borrowings on convertible notes payable and debentures                                  --         233,000
   Borrowings from related parties                                                     13,130          46,600
   Borrowings on notes payable (including post-petition amount of $139,042)           398,142         210,188
   Payments on notes payable                                                          (20,348)         (5,599)
   Exercise of stock options                                                               --          69,000
                                                                                 ------------    ------------
      Cash flows provided by financing activities                                     378,059         498,328

Net decrease in cash and cash equivalents                                             (59,765)       (215,251)

Cash and cash equivalents, beginning of period                                         85,204         290,222
                                                                                 ------------    ------------

Cash and cash equivalents, end of period                                         $     25,439    $     74,971
                                                                                 ============    ============

Supplemental disclosures for cash flow information:
   Cash paid during the period for:
      Interest                                                                   $      3,320    $     18,968
                                                                                 ============    ============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES

      Conversion of notes payable and accrued interest to preferred stock        $    143,200    $         --
                                                                                 ============    ============
      Conversion of notes payable and accrued interest to common stock           $         --    $    608,696
                                                                                 ============    ============
      Warrants issued in connection with convertible debentures                  $         --    $     40,269
                                                                                 ============    ============
      Warrants issued in connection with conversion of notes payable
        and accrued interest to preferred stock                                  $      8,147    $         --
                                                                                 ============    ============
      Refinancing of equipment through capital lease                             $         --    $    239,039
                                                                                 ============    ============
      Common stock issued in connection with convertible debentures              $         --    $     44,212
                                                                                 ============    ============
</TABLE>


The accompanying notes are in integral part of these financial statements.

                                        5
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES
                             (DEBTOR-IN-POSSESSION)

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)


1. BASIS OF PRESENTATION

On May 13, 2003, the Company, eClickMD, Inc., filed a voluntary petition (the
"Filing") for reorganization under Chapter 11 of the United States Bankruptcy
Code. The petition requesting an order for relief was filed in the United States
Bankruptcy Court, Western District of Texas, Austin Division (the "Bankruptcy
Court"), where the case is now pending before the Honorable Frank R. Monroe,
Case No. 03-12387. As a debtor-in-possession under Sections 1107 and 1108 of the
Bankruptcy Code, the Company remains in possession of its properties and assets,
and management continues to operate the business. The Company intends to
continue normal operations and does not currently foresee any interruption to
current operations. The Company cannot engage in transactions outside the
ordinary course of business without the approval of the Bankruptcy Court. The
Company attributed the need to reorganize as a part of its financial strategy to
ease the Company's debt service associated with years of high-cost technology
development.

Under Chapter 11 proceedings, actions by creditors to collect claims in
existence at the Filing date ("pre-petition") are stayed ("deferred"), absent
specific Bankruptcy Court authorization to pay such claims while the Company
continues to manage the business as a debtor-in-possession. These pre-petition
claims are reflected in the accompanying balance sheets as "liabilities subject
to compromise." The rights of and ultimate payments by the Company to
pre-petition creditors and to equity investors may be substantially altered. The
Filing could result in claims being liquidated in the Chapter 11 proceedings at
less (possibly substantially less) than 100% of their face value and the equity
interests of the Company's stockholder's being diluted or canceled. The
Company's pre-petition creditors and stockholders will each have votes in the
Plan of Reorganization. Management submitted a Plan of Reorganization to the
Bankruptcy Court on August 6, 2003. A hearing to approve the Disclosure
Statement has been set by the Court for October 6, 2003.

Additional claims (liabilities subject to compromise) may arise subsequent to
the filing date resulting from rejection of executory contracts, including
leases, and from the determination of the court (or agreed to by parties in
interest) of allowed claims for contingencies and other disputed amounts. Claims
secured against the Debtor's assets ("secured claims") are also stayed, although
the holder's of such claims have the right to move the court for relief from the
stay. Secured claims are secured primarily by liens on the Debtor's assets and
intellectual property.

The Debtor received approval from the Bankruptcy Court to pay or otherwise honor
certain of its pre-petition obligations, including employee wages and employee
out of pocket expenses. The Debtor has determined that there is insufficient
collateral to cover the interest portion of scheduled payments on its
pre-petition debt obligations. Contractual interest on those obligations amounts
to $62,883, which is $32,173 in excess of reported interest expense; therefore,
the debtor has discontinued accruing interest on these obligations (See Note 9
to the Consolidated Financial Statements).

Due to material uncertainties, it is not possible to determine the additional
amount of claims that may arise or ultimately be filed, or to predict the length
of time the Company will operate under the protection of Chapter 11, the outcome
of the Chapter 11 proceedings in general, whether the Company will continue to
operate under its current organizational structure, or the effect of the
proceedings on the business of the Company or on the interests of the various
creditors and security holders.

The Company's continued existence depends upon the success of management's
efforts to submit and receive Bankruptcy Court, pre-petition creditor and
shareholder approval for the Plan of Reorganization, 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 debt or equity. There can be no degree of
assurance that the Company will be successful in obtaining Bankruptcy Court,
pre-petition creditor or shareholder approval of the Plan of Reorganization or
in completing additional financing transactions.

The interim financial statements of eClickMD, Inc. and Subsidiaries (the
"Company" or "eClick") at June 30, 2003 and for the three and six months ended
June 30, 2003 and 2002, are unaudited, and include all adjustments (consisting
only of normal recurring adjustments) which the Company considers necessary for
a fair presentation. The December 31, 2002 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, 2002, with adjustments to conform to
the reporting requirements of Statement of Position 90-7 ("SOP 90-7"),
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code",
promulgated by the American Institute of Certified Public Accountants. Certain
amounts previously reported in prior interim financial statements have been
reclassified to conform to the 2003 presentation.

The accompanying unaudited interim Consolidated Financial Statements have been
prepared in accordance with SOP 90-7. SOP 90-7 requires that financial
statements of a debtor-in-possession be prepared on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. However, as a result of the
Filing, the realization of certain Debtor's assets and the liquidation of
certain Debtor's liabilities are subject to significant uncertainty. While
operating as a debtor-in-possession, the Debtor may sell or otherwise dispose of
assets and liquidate or settle liabilities for amounts other than those
reflected in the Consolidated Financial Statements. Further, a Plan of
Reorganization could materially change the amounts and classifications reported
in the Consolidated Financial Statements, which do not currently give effect to
any adjustments to the carrying value or classification of assets or liabilities
that might be necessary as a consequence of a Plan of Reorganization.

                                        6
<PAGE>

Pursuant to SOP 90-7, eClickMD's pre-petition liabilities that are subject to
compromise are required to be reported separately on the balance sheet at an
estimate of the amount that will ultimately be allowed by the Bankruptcy Court.
As of June 30, 2003, such pre-petition liabilities include fixed obligations
(such as debt and contractual commitments). The recorded amounts of such
liabilities generally reflect accounting measurements as of the Filing Date,
adjusted as warranted for changes in facts and circumstances and/or rulings
under eClickMD's Chapter 11 proceedings subsequent to the Filing. (See Note 8 to
the Consolidated Financial Statements for detail of the liabilities subject to
compromise as of June 30, 2003, and December 31, 2002). SOP 90-7 also requires
separate reporting of certain expenses, realized gains and losses, and
provisions for losses related to the Filing as reorganization items.

2. GOING CONCERN

The consolidated financial statements for the six months ended June 30, 2003 and
the year ended December 31, 2002 were prepared on the assumption the Company
will continue as a going concern. The Company sustained net losses of $345,643
and $2,873,215 during the six months ended June 30, 2003 and the year ended
December 31, 2002, respectively, and has accumulated losses through June 30,
2003 of $11,854,132. Cash used in operating activities for the same periods
aggregated $437,824 and $1,634,811, respectively. Total liabilities at June 30,
2003 of $4,898,143 (including approximately $43,780 to the Internal Revenue
Service for delinquent payroll taxes) exceed total assets of $105,537.

On May 13, 2003, the Company, eClickMD, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code. The
petition requesting an order for relief was filed in the United States
Bankruptcy Court, Western District of Texas, Austin Division (the "Bankruptcy
Court"), where the case is now pending before the Honorable Frank R. Monroe,
Case No. 03-12387. As a debtor-in-possession under Sections 1107 and 1108 of the
Bankruptcy Code, the Company remains in possession of its properties and assets,
and management continues to operate the business. The Company intends to
continue normal operations and does not currently foresee any interruption to
current operations. The Company cannot engage in transactions outside the
ordinary course of business without the approval of the Bankruptcy Court. The
Company attributed the need to reorganize as a part of its financial strategy to
ease the Company's debt service associated with years of high-cost technology
development.

The Company's continued existence depends upon the success of management's
efforts to submit and receive Bankruptcy Court, pre-petition creditor and
shareholder approval for the Plan of Reorganization, 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 debt or equity. There can be no degree of
assurance that the Company will be successful in obtaining Bankruptcy Court,
pre-petition creditor or shareholder approval of the Plan of Reorganization or
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.

3. USE OF ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial statements in
accordance with U.S. 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.

4. GAIN ON DEBT SETTLEMENT

During the second quarter of 2003, Marion Robert Rice, currently a director of
eClickMD, Inc., paid in full notes outstanding and in default between eClickMD,
Inc. and Commerical National Bank ($360,000 Line of Credit plus $21,797 in
accrued interest) and Brady National Bank ($15,000 Note plus $876 in accrued
interest). Mr. Rice personally guaranteed both of these notes in prior periods
when the notes were originated. Accordingly, the Company recognized a gain on
debt settlement of $397,673.

                                        7
<PAGE>

5. STOCK-BASED COMPENSATION

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board (APB) Opinion No. 25,
(Accounting for Stock Issued to Employees), and complies with the disclosure
provisions of SFAS No. 123, (Accounting for Stock-Based Compensation). Under APB
Opinion No. 25, compensation expense for employees is based on the excess, if
any, on the date of grant, between the fair value of the Company's stock over
the exercise price.

Had the Company determined compensation based on the fair value at the grant
date for its stock options under SFAS No. 123, as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123" net income(loss) and income(loss) per share
would have increased (decreased) as indicated below:

<TABLE>
<CAPTION>
                                            Six Months Ended   Six Months Ended   Three Months Ended   Three Months Ended
                                             June 30, 2003      June 30, 2002       June 30, 2003        June 30, 2002
                                             -------------      -------------       -------------        -------------
<S>                                          <C>                <C>                 <C>                  <C>
Net Income (loss) attributable to common
   stockholders, as reported                 $    (345,643)     $  (1,223,330)      $     129,987        $    (539,825)
Add: Stock-based employee compensation,
   expense (credit) included in reported
   net loss                                             --                 --                  --                   --
Deduct: Stock-based employee compensation
   expense determined under fair value
   based method                                   (114,768)          (116,946)            (57,386)             (51,997)
                                             -------------      -------------       -------------        -------------
Pro forma net income (loss)                  $    (460,411)     $  (1,340,276)      $      72,601        $    (591,822)
                                             =============      =============       =============        =============

Net income (loss) per share - -
   Basic and diluted:
   As reported                               $       (0.02)     $       (0.07)      $        0.01        $       (0.03)
                                             =============      =============       =============        =============

   Pro forma                                 $       (0.02)     $       (0.07)      $          --        $       (0.03)
                                             =============      =============       =============        =============
</TABLE>


The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of the date on
which the counterparty's performance is complete or the date on which it is
probable that performance will occur.

6. CONVERTIBLE NOTES AND DEBENTURES

At June 30, 2003, the Company had outstanding convertible notes totaling
$100,000 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
principal plus accrued interest at the conversion date divided by the price per
share of equity instruments sold in the next financing transaction, $608,695 of
convertible notes issued in 2001 with a conversion rate equal to the lower of
$1.00 per share of common stock or 80 percent of the fair market value of the
common stock, $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, and $607,059 of convertible notes issued in 2002 with a conversion rate
equal to the lower of $1.25 per share of common stock or 150% of the fair market
value of the common stock.

                                        8
<PAGE>

7. CURRENT NOTES PAYABLE

Current notes payable at June 30, 2003 consists of the following:

                                                               2003 (unaudited)
                                                               ----------------

Post-petition senior secured note payable to creditor,
   collateralized by the assets and intellectual property
      of the Company, Payable on demand at 5%                      $  49,970

Post-petition secured note payable to creditor,
   collateralized by the assets and intellectual property
      of the Company, Payable on demand at 5%                         89,072
                                                                   ---------
                                                                   $ 139,042
                                                                   =========

On January 28, 2003 the Company issued a Promissory Note to York Avenue Holding
Company in the amount of $90,000 with interest at 6% per annum which matured at
the earliest of February 28, 2003 or upon completing its ensuing closing on the
$2 million offering with Gryphon Financial Securities Corporation as placement
agent. For a detailed explanation on the $2 million offering "the September 30,
2002 Placement Agency Agreement", see Note J in the Notes To Consolidated
Financial Statements in the 10-KSB for the year ended December 31, 2002.

On February 20, 2003 the Company issued a Promissory Note to York Avenue Holding
Company in the amount of $26,000 with interest at 6% per annum which matured at
the earliest of March 20, 2003 or on the date the Company closed on at least
$100,000 from its $2 million offering with Gryphon Financial Securities
Corporation as placement agent. For a detailed explanation on the $2 million
offering "the September 30, 2002 Placement Agency Agreement", see Note J in the
Notes To Consolidated Financial Statements in the 10-KSB for the year ended
December 31, 2002.

On March 6, 2003 the Company issued a Promissory Note to York Avenue Holding
Company in the amount of $27,200 with interest at 6% per annum which matured at
the earliest of April 6, 2003 or on the date the Company closed on at least
$100,000 from its $2 million offering with Gryphon Financial Securities
Corporation as placement agent. For a detailed explanation on the $2 million
offering "the September 30, 2002 Placement Agency Agreement", see Note J in the
Notes To Consolidated Financial Statements in the 10-KSB for the year ended
December 31, 2002.

In accordance with "The Agreement" between eClickMD, Inc. and Gryphon
Opportunities Fund I, LLC dated March 31, 2003 (for further details see exhibit
10.1 "The Agreement" in the Company's 10-KSB for the year ended December 31,
2002) on March 31, 2003, York Avenue Holding Company converted $143,200 (the
January 28, 2003 note of $90,000, the February 20, 2003 note of $26,000 and the
March 6, 2003 note of $27,200) of notes payable to preferred stock under the
same terms and conditions as the "September 30, 2002 Placement Agency
Agreement". As a result of this conversion, the Company issued 14.3 shares of
preferred stock to York Avenue Holding Company. In addition, York Avenue Holding
Company received warrants to purchase an aggregate of 95,323 shares of common
stock at an exercise price of $.75 per share. These warrants expire in March of
2008. Accordingly, the Company recorded an expense of $8,147 in the first
quarter of 2003 to recognize issuance of the common stock purchase warrants.

On April 1, 2003 and April 16, 2003, the Company issued Senior Secured
Promissory Notes to Gryphon Opportunities Fund I, LLC in the amounts of $50,000
and $65,900, respectively, with interest on both notes at 5% annually, payable
on demand.

On April 9, 2003, Marion Robert Rice, currently a director of eClickMD, Inc.,
made payment in full on a line of credit outstanding and in default between
eClickMD, Inc. and Commercial National Bank ($360,000 Line of Credit plus
$21,797 in accrued interest). On May 14, 2003, Mr. Rice made payment in full on
a note outstanding and in default between eClickMD, Inc. and Brady National Bank
($15,000 Note plus $876 in accrued interest). Mr. Rice personally guaranteed
both of these notes in prior periods when the notes were originated.
Accordingly, the Company recognized a gain on debt settlement of $397,673.

On May 20, 2003, the Company issued a Senior Secured Promissory Note to Gryphon
Opportunities Fund I, LLC in the amount of $49,970 with interest at 5% per
annum, payable on demand. This note was issued pursuant to an approved order of
the Unites States Bankruptcy Court for the Western District of Texas, dated May
19, 2003, approving post-petition financing by eClickMD, Inc. and granting
Gryphon Opportunities Fund I, LLC a superiority lien on effectively all of the
assets and intellectual property of eClickMD, Inc.

On June 3, 2003, the Bankruptcy Court approved an order granting eClickMD,
Inc.'s (the debtor's) motion to incur debt with priority over certain
administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $315,803 from June 3, 2003 through September 30, 2003, by
executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved order for Post-Petition
Financing, on June 4, 2003, the Company issued a Senior Secured Promissory Note
to Gryphon Opportunities Fund I, LLC in the amount of $89,072 with interest at
5% per annum, payable on demand.

                                        9
<PAGE>

8. PRE-PETITION LIABILITIES SUBJECT TO COMPROMISE

At June 30, 2003 and December 31, 2002, the principal categories of claims
classified as liabilities subject to compromise under reorganization
proceedings, totaling $4,528,893 and $4,843,106, respectively, are identified
below. All amounts reported below may be subject to future adjustment depending
on Bankruptcy Court action and further developments with respect to disputed
claims or other events, including reconciliation of claims filed with the
Bankruptcy Court to amounts recorded in the accompanying financial statements.
Under a confirmed Plan of Reorganization, all pre-petition claims subject to
compromise may be paid and discharged at amounts substantially less than their
allowed amounts.

On a consolidated basis, recorded pre-petition liabilities subject to compromise
under Chapter 11 Proceedings, consist of the following:

<TABLE>
<CAPTION>
                                                        (Unaudited)         (Unaudited)
                                                       June 30, 2003     December 31, 2002
                                                     -----------------   -----------------

<S>                                                  <C>                 <C>
Line of credit                                       $              --   $         360,000
Notes Payable                                                  693,291             605,235
Convertible notes and debentures                             2,028,829           2,019,060
Payable to related parties                                     441,218             435,593
Accounts payable                                               818,108             858,060
Capital lease obligation                                       179,035             195,945
Accrued liabilities                                            368,412             369,213
                                                     -----------------   -----------------
    Total liabilities subject to compromise          $       4,528,893   $       4,843,106
                                                     -----------------   -----------------
</TABLE>


As a result of the bankruptcy filing, principal and interest payments may not be
made on pre-petition unsecured debt without Bankruptcy Court approval or until a
plan of reorganization defining the repayment terms has been confirmed. The
total interest on the pre-petition unsecured debt that was not charged to
earnings for the period from May 14, 2003 to June 30, 2003 was $32,174. Such
interest is not being accrued as the Bankruptcy Code generally disallows the
payment of interest that accrues post-petition with respect to pre-petition
unsecured claims.

9.  DEBTOR-IN-POSSESSION FINANCING

On June 3, 2003, the Bankruptcy Court approved an order granting eClickMD,
Inc.'s (the debtor's) motion to incur debt with priority over certain
administrative expenses pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $315,803 from June 3, 2003 through September 30, 2003, by
executing the Financing Agreements. As of the date of this filing, borrowings
under this post-petition financing agreement total $298,620.

10. DEFERRED FINANCING FEES

Deferred financing fees related to the notes payable are amortized over the
initial term of the notes payable ranging from three to six months.

11. SHAREHOLDERS' DEFICIT

During the six months ended June 30, 2003, $143,200 of notes payable were
converted to 14.3 shares of the Company's Series A Convertible Preferred Stock.
In conjunction with the notes payable conversion, the Company issued warrants to
purchase 95,323 shares of common stock valued at $8,147. In addition, the
Company issued 175,000 shares of common stock for managerial and financial
consulting services valued at $33,250.

12. 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, an agent of Oxford Venture Fund, L.L.C., 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 defendants 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 defendants
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 filed their

                                       10
<PAGE>

answer in this matter but refused to cooperate in discovery. As a sanction, the
court struck the Defendants' pleadings. On November 13, 2002 the court entered a
default judgment against the Defendants and called for a hearing on damages. The
parties appeared through counsel of record. On November 26, 2002 the court
Ordered, Adjudged and Decreed that eClickMD, Inc. have and recover judgment of
and against Oxford Venture Partners, LLC and Karim Rajani, jointly and
severally, in the sum of $1,019,250 plus interest at the rate of 1.51 percent
per annum from the date of judgment until paid; plus $250,000 in punitive
damages; plus $19,000 in attorney's fees and all costs of suit. The Defendants
have filed a notice of appeal and their appellate brief was due on May 5, 2003.
As of this date, Defendants have not filed their brief and are at risk of
defaulting on the appeal. The Court ordered the Defendants to return their
eClickMD, Inc. stock, delivering same to the United States Marshall in Austin,
Texas. Approximately half of the shares have been returned to date and same will
be sold at auction by the United States Marshall's office in the near future.
Once the stock has been sold, the proceeds will be applied to the Judgment
balance and eClickMD, Inc. will continue its efforts to collect on the judgment.

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 agreements, no value has been recorded in the
accompanying financial statements related to the original issuance of the
options. In the event that the shares may not be recovered, the Company may
incur an associated expense during the reporting period in which the settlement
occurs. Management believes the shares and/or proceeds from the court ordered
sale of certain of the shares indicated above will be recovered.

                                       11
<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
Portability 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.

On May 13, 2003, the Company, eClickMD, Inc., filed a voluntary petition (the
"Filing") for reorganization under Chapter 11 of the United States Bankruptcy
Code. The petition requesting an order for relief was filed in the United States
Bankruptcy Court, Western District of Texas, Austin Division (the "Bankruptcy
Court"), where the case is now pending before the Honorable Frank R. Monroe,
Case No. 03-12387. As a debtor-in-possession under Sections 1107 and 1108 of the
Bankruptcy Code, the Company remains in possession of its properties and assets,
and management continues to operate the business. The Company intends to
continue normal operations and does not currently foresee any interruption to
current operations. The Company cannot engage in transactions outside the
ordinary course of business without the approval of the Bankruptcy Court. The
Company attributed the need to reorganize as a part of its financial strategy to
ease the Company's debt service associated with years of high-cost technology
development.

Under Chapter 11 proceedings, actions by creditors to collect claims in
existence at the Filing date ("pre-petition") are stayed ("deferred"), absent
specific Bankruptcy Court authorization to pay such claims (these claims are
reflected in the accompanying balance sheet at June 30, 2003 and December 31,
2002 as "Liabilities Subject to Compromise"), while the Company continues to
manage the business as a debtor-in-possession. The rights of and ultimate
payments by the Company to pre-petition creditors and to equity investors may be
substantially altered. The Filing could result in claims being liquidated in the
Chapter 11 proceedings at less (possibly substantially less) than 100% of their
face value and the equity interests of the Company's stockholder's being diluted
or canceled. The Company's pre-petition creditors and stockholders will each
have votes in the Plan of Reorganization. Management submitted a Plan of
Reorganization to the Bankruptcy Court on August 6, 2003. A hearing to approve
the Disclosure Statement has been set by the Court for October 6, 2003.

Due to material uncertainties, it is not possible to determine the additional
amount of claims that may arise or ultimately be filed, or to predict the length
of time the Company will operate under the protection of Chapter 11, the outcome
of the Chapter 11 proceedings in general, whether the Company will continue to
operate under its current organizational structure, or the effect of the
proceedings on the business of the Company or on the interests of the various
creditors and security holders.

The Company's continued existence depends upon the success of management's
efforts to submit and receive Bankruptcy Court, pre-petition creditor and
shareholder approval for the Plan of Reorganization, 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 debt or equity. There can be no degree of
assurance that the Company will be successful in obtaining Bankruptcy Court,
pre-petition creditor or shareholder approval of the Plan of Reorganization or
in completing additional financing transactions.

                                       12
<PAGE>

Results of Operations

Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002

Revenues for the three months ended June 30, 2003 were $63,635 compared to
$81,031 for the same period in 2002. Fewer customers were billed in 2003 as a
result of a review of accounts receivable that was completed early in 2002,
where a significant number of customers with aged receivable balances were
assigned former client status and were no longer billable in 2003. In addition,
as the Company maximized available resources in 2001 and 2002, fewer sales and
marketing programs existed. Also resulting in lower revenue was a change in the
Company's billing model in mid-year 2002 were physicians were no longer charged
$35/month to use the eClickMD, Inc. software exclusively for document signing.
The bankruptcy of a premier customer, Interlink Home Health, in 2002 also
resulted in lower revenue in 2003. Interlink Home Health was the exclusive
customer of the Net.Care (Oasis) product and is no longer using the service.

Operating expenses were $356,990 for the three months ended June 30, 2003
compared to $557,469 for the three months ended June 30, 2002. This 36% decrease
in operating expenses was primarily attributable to an overall reduction in the
number of employees in 2003 coupled with lower salaries for the current
employees (gross salaries were reduced approximately 35% on March 16, 2003 in an
effort to conserve cash resources going into the period of reorganization). Also
contributing to a reduction in operating expenses were lower co-location
facility costs and lower bad debt expense in 2003.

Other non-operating income was $466,318 for the three months ended June 30,
2003. During the second quarter of 2003, and in conjunction with preparing and
filing the required pre-petition debt data required to be filed with the
Bankruptcy Court upon filing the voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code on May 13, 2003, the Company
determined that the amounts previously recorded on certain accounts payable
trade items needed to be revised based on new estimates of amounts owed.
Accordingly, the Company lowered accounts payable and credited other
non-operating income (other income) in the amount of $68,645, resulting in a
corresponding increase in net income for the three-month and six-month periods
ended June 30, 2003. In addition, during the second quarter of 2003, Marion
Robert Rice, currently a director of eClickMD, Inc. made payment in full on
notes outstanding and in default between eClickMD, Inc. and Commerical National
Bank ($360,000 Line of Credit plus $21,797 in accrued interest) and Brady
National Bank ($15,000 Loan plus $876 in accrued interest). Mr. Rice personally
guaranteed both of these notes in prior periods when the loans were originated.
Accordingly, the Company eliminated the debt and accrued interest and credited
other non-operating income (other income), recognizing a gain on debt settlement
of $397,673.

Interest expense for the quarter ended June 30, 2003 was $30,711 compared to
$67,099 in 2002. Lower interest expense in 2003 resulted from changes in the
interest expense accrual resulting from the bankruptcy filing. Principal and
interest payments may not be made on pre-petition unsecured debt without
Bankruptcy Court approval or until a plan of reorganization defining the
repayment terms has been confirmed. The total interest on the pre-petition
unsecured debt that was not charged to earnings for the period from May 14, 2003
to June 30, 2003 was $32,174. Such interest is not being accrued as the
Bankruptcy Code generally disallows the payment of interest that accrues
post-petition with respect to pre-petition unsecured claims.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Revenues for the six months ended June 30, 2003 were $126,728 compared to
$176,588 for the same period in 2002. Fewer customers were billed in 2003 as a
result of a review of accounts receivable that was completed early in 2002,
where a significant number of customers with aged receivable balances were
assigned former client status and were no longer billable in 2003. In addition,
as the Company maximized available resources in 2001 and 2002, fewer sales and
marketing programs existed. Also resulting in lower revenue was a change in the
Company's billing model in mid-year 2002 were physicians were no longer charged
$35/month to use the eClickMD, Inc. software exclusively for document signing.
The bankruptcy of a premier customer, Interlink Home Health, in 2002 also
resulted in lower revenue in 2003. Interlink Home Health was the exclusive
customer of the Net.Care (Oasis) product and is no longer using the service.

Operating expenses were $802,527 for the six months ended June 30, 2003 compared
to $1,284,092 for the six months ended June 30, 2002. This 38% decrease in
operating expenses was primarily attributable to non-cash expenses incurred in
2002 for the issuance of common stock for financial consulting services. In
addition, an overall reduction in the number of employees in 2003 coupled with
lower salaries for the current employees (gross salaries were reduced
approximately 35% on March 16, 2003 in an effort to conserve cash resources
going into the period of reorganization) contributed to lower expenses.

Other non-operating income was $466,318 for the six months ended June 30, 2003.
During the second quarter of 2003, and in conjunction with preparing and filing
the required pre-petition debt data required to be filed with the Bankruptcy
Court upon filing the voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code on May 13, 2003, the Company determined that
the amounts previously recorded on certain accounts payable trade items needed
to be revised based on new estimates of amounts owed. Accordingly, the Company
lowered accounts payable and credited other non-operating income (other income)
in the amount of $68,645, resulting in a corresponding increase in net income
for the three-month and six-month periods ended June 30, 2003. In addition,
during the second quarter of 2003, Marion Robert Rice, currently a director of
eClickMD, Inc. made payment in full on notes outstanding and in default between
eClickMD, Inc. and Commerical National Bank ($360,000 Line of Credit plus
$21,797 in accrued interest) and Brady National Bank ($15,000 Loan plus $876 in
accrued interest). Mr. Rice personally guaranteed both of these notes in prior
periods when the loans were originated. Accordingly, the Company eliminated the
debt and accrued interest and credited other non-operating income (other
income), recognizing a gain on debt settlement of $397,673.

                                       13
<PAGE>

Interest expense for the six months ended June 30, 2003 was $123,897 compared to
$123,249 in 2002. Lower interest expense in the second quarter of 2003 resulted
from changes in the interest expense accrual resulting from the bankruptcy
filing. Principal and interest payments may not be made on pre-petition
unsecured debt without Bankruptcy Court approval or until a plan of
reorganization defining the repayment terms has been confirmed. The total
interest on the pre-petition unsecured debt that was not charged to earnings for
the period from May 14, 2003 to June 30, 2003 was $32,174. Such interest is not
being accrued as the Bankruptcy Code generally disallows the payment of interest
that accrues post-petition with respect to pre-petition unsecured claims. These
lower expenses were largely offset by higher interest expense in the first
quarter of 2003 resulting from a higher debt load in year 2003 coupled with
interest charges incurred for the quarterly amortization of deferred financing
charges and debt discount in relation to the private placement financings that
occurred in the second and third quarters of 2002.

Liquidity and Capital Resources

Net cash used by operating activities for the six-month period ended June 30,
2003 and 2002 totaled $437,824 and $703,807, respectively. Decreased net uses of
cash in 2003 resulted from lower operating expenses due to fewer employees on
payroll and lower financial consulting expenses.

Net cash provided by financing activities was $378,058 for the six months ended
June 30, 2003 and $498,328 for the six months ended June 30, 2002 and consisted
primarily of borrowings on notes payable during 2003. During 2002, net cash
provided by financing activities consisted primarily of borrowings on notes
payable and convertible notes and debentures.

At June 30, 2003, the Company had outstanding convertible notes totaling
$100,000 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
principal plus accrued interest at the conversion date divided by the price per
share of equity instruments sold in the next financing transaction, $608,695 of
convertible notes issued in 2001 with a conversion rate equal to the lower of
$1.00 per share of common stock or 80 percent of the fair market value of the
common stock, $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, and $607,059 of convertible notes issued in 2002 with a conversion rate
equal to the lower of $1.25 per share of common stock or 150% of the fair market
value of the common stock.

On January 28, 2003 the Company issued a Promissory Note to York Avenue Holding
Company in the amount of $90,000 with interest at 6% per annum which matured at
the earliest of February 28, 2003 or upon completing its ensuing closing on the
$2 million offering with Gryphon Financial Securities Corporation as placement
agent. For a detailed explanation on the $2 million offering "the September 30,
2002 Placement Agency Agreement", see Note J in the Notes To Consolidated
Financial Statements in the 10-KSB for the year ended December 31, 2002.

On February 20, 2003 the Company issued a Promissory Note to York Avenue Holding
Company in the amount of $26,000 with interest at 6% per annum which matured at
the earliest of March 20, 2003 or on the date the Company closed on at least
$100,000 from its $2 million offering with Gryphon Financial Securities
Corporation as placement agent. For a detailed explanation on the $2 million
offering "the September 30, 2002 Placement Agency Agreement", see Note J in the
Notes To Consolidated Financial Statements in the 10-KSB for the year ended
December 31, 2002.

On March 6, 2003 the Company issued a Promissory Note to York Avenue Holding
Company in the amount of $27,200 with interest at 6% per annum which matured at
the earliest of April 6, 2003 or on the date the Company closed on at least
$100,000 from its $2 million offering with Gryphon Financial Securities
Corporation as placement agent. For a detailed explanation on the $2 million
offering "the September 30, 2002 Placement Agency Agreement", see Note J in the
Notes To Consolidated Financial Statements in the 10-KSB for the year ended
December 31, 2002.

In accordance with "The Agreement" between eClickMD, Inc. and Gryphon
Opportunities Fund I, LLC dated March 31, 2003 (for further details see exhibit
10.1 "The Agreement" in the Company's 10-KSB for the year ended December 31,
2002) on March 31, 2003, York Avenue Holding Company converted $143,200 (the
January 28, 2003 note of $90,000, the February 20, 2003 note of $26,000 and the
March 6, 2003 note of $27,200) of notes payable to preferred stock under the
same terms and conditions as the "September 30, 2002 Placement Agency
Agreement". As a result of this conversion, the Company issued 14.3 shares of
preferred stock to York Avenue Holding Company. In addition, York Avenue Holding
Company received warrants to purchase an aggregate of 95,323 shares of common
stock at an exercise price of $.75 per share. These warrants expire in March of
2008. Accordingly, the Company recorded an expense of $8,147 in the first
quarter of 2003 to recognize issuance of the common stock purchase warrants.

On April 1, 2003 and April 16, 2003, the Company issued Senior Secured
Promissory Notes to Gryphon Opportunities Fund I, LLC in the amounts of $50,000
and $65,900, respectively, with interest on both notes at 5% annually, payable
on demand.

On April 9, 2003, Marion Robert Rice, currently a director of eClickMD, Inc.,
made payment in full on a line of credit outstanding and in default between
eClickMD, Inc. and Commercial National Bank ($360,000 Line of Credit plus
$21,797 in accrued interest). On May 14, 2003, Mr. Rice made payment in full on
a note outstanding and in default between eClickMD, Inc. and Brady National Bank
($15,000 Note plus $876 in accrued interest). Mr. Rice personally guaranteed
both of these notes in prior periods when the notes were originated.
Accordingly, the Company recognized a gain on debt settlement of $397,673.

                                       14
<PAGE>

On May 13, 2003, the Company, eClickMD, Inc., filed a voluntary petition (the
"Filing") for reorganization under Chapter 11 of the United States Bankruptcy
Code. The petition requesting an order for relief was filed in the United States
Bankruptcy Court, Western District of Texas, Austin Division (the "Bankruptcy
Court"), where the case is now pending before the Honorable Frank R. Monroe,
Case No. 03-12387. As a debtor-in-possession under Sections 1107 and 1108 of the
Bankruptcy Code, the Company remains in possession of its properties and assets,
and management continues to operate the business. The Company intends to
continue normal operations and does not currently foresee any interruption to
current operations. The Company cannot engage in transactions outside the
ordinary course of business without the approval of the Bankruptcy Court. The
Company attributed the need to reorganize as a part of its financial strategy to
ease the Company's debt service associated with years of high-cost technology
development.

Under Chapter 11 proceedings, actions by creditors to collect claims in
existence at the Filing date ("pre-petition") are stayed ("deferred"), absent
specific Bankruptcy Court authorization to pay such claims (these claims are
reflected in the accompanying balance sheet at June 30, 2003 and December 31,
2002 as "Liabilities Subject to Compromise"), while the Company continues to
manage the business as a debtor-in-possession. The rights of and ultimate
payments by the Company to pre-petition creditors and to equity investors may be
substantially altered. The Filing could result in claims being liquidated in the
Chapter 11 proceedings at less (possibly substantially less) than 100% of their
face value and the equity interests of the Company's stockholder's being diluted
or canceled. The Company's pre-petition creditors and stockholders will each
have votes in the Plan of Reorganization. Management submitted a Plan of
Reorganization to the Bankruptcy Court on August 6, 2003. A hearing to approve
the Disclosure Statement has been set by the Court for October 6, 2003.

On May 20, 2003, the Company issued a Senior Secured Promissory Note to Gryphon
Opportunities Fund I, LLC in the amount of $49,970 with interest at 5% per
annum, payable on demand. This note was issued pursuant to an approved order of
the Unites States Bankruptcy Court for the Western District of Texas, dated as
of May 19, 2003, approving post-petition financing by eClickMD, Inc. and
granting Gryphon Opportunities Fund I, LLC a superiority lien on effectively all
of the assets and intellectual property of eClickMD, Inc.

On June 3, 2003, the Bankruptcy Court approved an order granting eClickMD,
Inc.'s (the debtor's) motion to incur debt with priority over certain
administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $315,803 from June 3, 2003 through September 30, 2003, by
executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved order for Post-Petition
Financing, on June 4, 2003, the Company issued a Senior Secured Promissory Note
to Gryphon Opportunities Fund I, LLC in the amount of $89,072 with interest at
5% per annum, payable on demand.

Due to material uncertainties, it is not possible to determine the additional
amount of claims that may arise or ultimately be filed, or to predict the length
of time the Company will operate under the protection of Chapter 11, the outcome
of the Chapter 11 proceedings in general, whether the Company will continue to
operate under its current organizational structure, or the effect of the
proceedings on the business of the Company or on the interests of the various
creditors and security holders.

The Company's continued existence depends upon the success of management's
efforts to submit and receive Bankruptcy Court, pre-petition creditor and
shareholder approval for the Plan of Reorganization, 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 debt or equity. There can be no degree of
assurance that the Company will be successful in obtaining Bankruptcy Court,
pre-petition creditor or shareholder approval of the Plan of Reorganization or
in completing additional financing transactions

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern.

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.

CRITICAL ACCOUNTING POLICIES

The accompanying unaudited interim Consolidated Financial Statements have been
prepared in accordance with SOP 90-7. SOP 90-7 requires that financial
statements of a debtor-in-possession be prepared on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. However, as a result of the
Filing, the realization of certain Debtor's assets and the liquidation of
certain Debtor's liabilities are subject to significant uncertainty. While
operating as a debtor-in-possession, the Debtor may sell or otherwise dispose of
assets and liquidate or settle liabilities for amounts other than those
reflected in the Consolidated Financial Statements. Further, a Plan of
Reorganization could materially change the amounts and classifications reported
in the Consolidated Financial Statements, which do not currently give effect to
any adjustments to the carrying value or classification of assets or liabilities
that might be necessary as a consequence of a Plan of Reorganization.

Pursuant to SOP 90-7, eClickMD's pre-petition liabilities that are subject to
compromise are required to be reported separately on the balance sheet at an
estimate of the amount that will ultimately be allowed by the Bankruptcy Court.
As of June 30, 2003, such pre-petition liabilities include fixed obligations
(such as debt and contractual commitments). The recorded amounts of such
liabilities generally reflect accounting measurements as of the Filing Date,
adjusted as warranted for changes in facts and circumstances and/or rulings
under eClickMD's Chapter 11 proceedings subsequent to the Filing. (See Note 8 to
the Consolidated Financial Statements for detail of the liabilities subject to
compromise as of June 30, 2003, and December 31, 2002). SOP 90-7 also requires
separate reporting of certain expenses, realized gains and losses, and
provisions for losses related to the Filing as reorganization items.

Revenue Recognition

The Company recognizes revenue from software sales at the time of delivery, or
in accordance with terms of licensing contracts. Maintenance and service
revenues are recognized ratably over the contractual period or as the services
are provided.

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<PAGE>

Stock - Based Compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board (APB) Opinion No. 25,
(Accounting for Stock Issued to Employees), and complies with the disclosure
provisions of SFAS No. 123, (Accounting for Stock-Based Compensation). Under APB
Opinion No. 25, compensation expense for employees is based on the excess, if
any, on the date of grant, between the fair value of the Company's stock over
the exercise price.

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of the date on
which the counterparty's performance is complete or the date on which it is
probable that performance will occur.

Item 3.  Controls and Procedures

Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal financial
officer concluded that our disclosure controls and procedures are effective in
timely alerting him to material information required to be included in our
periodic SEC reports. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.

In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.

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<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

Cause No. GN100323; 200th Judicial District Court of Travis County, Texas.
AmeriQuest Technologies, Inc. (the "vendor") vs. eClickMD, Inc., filed January
31, 2001. Ameriquest Technologies filed the lawsuit for collection of purchase
price of computer equipment purchased by eClickMD, Inc. totaling approximately
$260,000. During the 2nd Quarter of 2002 the Company successfully negotiated a
lease agreement with the original manufacturer of the equipment. The vendor, in
turn, sold the equipment to the original manufacturer and the Company entered
into a four year capital lease agreement with the manufacturer. Rental payments
on this leasing facility commenced in May of 2002. The vendor has agreed to
release the Company from the lawsuit. As of the date of this filing, this
release has not been obtained by The Company.

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 severance in an employment agreement. David Buck is seeking
damages of up to $197,200. The company has reached a settlement with David Buck
as of November 11, 2002 in the amount of $40,000 with $10,000 paid immediately
upon completion of the settlement documents and the remaining $30,000 payable
over an 18 month period in equal monthly installments. At June 30, 2003 the
Company had recorded a liability of $26,667. As of the date of this filing, the
Company is in default of the payment plan. A final judgement against eClickMD,
Inc. was entered in the amount of $26,666 on May 2, 2003.

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. The Company has reached a
settlement agreement with David Buck (reference Cause No. 3:OLV343LN) and agreed
to release him from this suit. As of the date of this filing, the Company had
agreed to a settlement arrangement with Philip Mattingly but was unable to make
payment according to the settlement agreement of $2,500. A final judgement
against eClickMD, Inc. was entered in the amount of $2,500 on May 2, 2003.

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 defendants 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 filed their answer in this matter but refused to cooperate in
discovery. As a sanction, the court struck the Defendants' pleadings. On
November 13, 2002 the court entered a default judgment against the Defendants
and called for a hearing on damages. The parties appeared through counsel of
record. On November 26, 2002 the court Ordered, Adjudged and Decreed that
eClickMD, Inc. have and recover judgment of and against Oxford Venture Partners,
LLC and Karim Rajani, jointly and severally, in the sum of $1,019,250 plus
interest at the rate of 1.51 percent per annum from the date of judgment until
paid; plus $250,000 in punitive damages; plus $19,000 in attorney's fees and all
costs of suit. The Defendants have filed a notice of appeal and their appellate
brief was due on May 5, 2003. As of this date, Defendants have not filed their
brief and are at risk of defaulting on the appeal. The Court ordered the
Defendants to return their eClickMD, Inc. stock, delivering same to the United
States Marshall in Austin, Texas. Approximately half of the shares have been
returned to date and same will be sold at auction by the United States
Marshall's office in the near future. Once the stock has been sold, the proceeds
will be applied to the Judgment balance and eClickMD, Inc. will continue its
efforts to collect on the judgment.

Cause No. 67-190588-01: 67th Judicial District Court of Travis County, Texas.
Fred Klutts vs. LEP Capital & Consulting Inc., John W. Pittman, eClickMD, Inc.
(formerly Link.Com). Lawsuit filed for collection of LEP Capital and Consulting,
Inc. promissory note payable to Fred Klutts totaling $40,000 plus accrued
interest. A "No-Answer Final Default Judgment" was rendered upon the defendants
on January 29, 2002. eClickMD, Inc. settled the matter with the plaintiff on
August 5, 2002 and arranged a pay-out plan over time for the promissory note
payable plus accrued interest. As of the date of this filing, this obligation
was paid in full.

Cause No. 263219; GTECH Corporation v. eClickMD, Inc. f/k/a Link.com; County
Court at Law No. 1, Travis County, Texas. Lawsuit filed for collection of past
due rent obligation plus attorney's fees. On September 11, 2002 the Company
issued a Promissory Note to GTECH Corporation in the amount of $64,618 with
interest at 6% in accordance with a legal settlement agreement reached in the
matter of GTECH Corporation versus eClickMD, Inc. f/k/a/ Link.com, Inc. Upon
execution of the note, payments for the balance of the note are being made
monthly at $2,500 per month until the balance and applicable interest is paid in
full. The first payment was made on September 15, 2002. The Promissory Note also
stipulated that upon receipt of any funding in the amount of $1,000,000 to
eClickMD, Inc. the monthly payment would increase to $5,000 per month until the
balance and applicable interest is paid in full. The increased amount would be
due on the 15th of the month following receipt of the funding. At June 30, 2003
the Company had a liability recorded in the amount of $51,061 for the balance of
payments plus accrued interest due on the note. As of the date of this filing,
the Company is in default on the payment plan.

On or about May 1, 2002, the Company received information regarding Cause No.
2002-21897; 1240 Blalock, Inc. and Barry Pulaski vs. Marion Robert Rice,
Link.Com, Inc. and eClickMD, Inc. Lawsuit filed for collection of amounts owed
on a Debenture agreement dated September 23, 1999 in the amount of $55,000 plus
accrued interest of approximately $8,237. The plaintiffs also demanded

                                       17
<PAGE>

reasonable attorney's fees and court costs. On December 11, 2002, eClickMD, Inc.
entered into a settlement agreement with plaintiffs. The settlement was in the
form of cash and a promissory note. eClickMD, Inc. paid plaintiffs $10,000 on
December 11, 2002 and delivered to the plaintiff a 12 month ,12% promissory note
in the principal amount of $53,237. As of the date of this filing, the Company
is in default on the payment plan.

On or about March 28, 2003, the Company received information regarding Cause No.
342--198107-03; Joe Fuqua, Paula Fuqua, Steven Fuqua, and Scott Fuqua vs. LEP
Capital & Consulting Inc., John W. Pittman, Link.Com k/n/a eClickMD in the 342nd
Judicial District Court of Travis County, Texas. Lawsuit filed for collection of
LEP Capital and Consulting, Inc. promissory notes payable to Joe Fuqua, Paula
Fuqua, Steven Fuqua, and Scott Fuqua totaling $80,000 plus accrued interest. The
Company filed its original answer to this suit on April 18, 2003 and denied each
and every, all and singular, the allegations contained in the Plaintiff's
Original Petition and demands strict proof thereof, by a preponderance of the
evidence.

On or about August 14, 2002, the Company received information regarding Cause
No. 263605; IOS Capital, LLC f/k/a IOS Capital, Inc. vs. eClickMD, Inc., In the
County Court at Law Number Two of Travis, County Texas; Lawsuit filed to recover
monetary damages currently due and owed by eClickMD, Inc. as a result of a
breach of an equipment lease agreement in the amount of $33,051 plus interest,
court fees and attorney's fees. This suit was settled in December, 2002 for
$17,775 with $3,000 paid on December 19, 2002 and the balance of $14,775 to be
paid over ten months in equal monthly payments, without interest, with the first
payment due on or before the 15th of each succeeding month until the sum of
$14,775 is paid in full, at which time IOS Capital will execute a full release
of the judgment. As of the date of this filing, the Company is in default on the
payment plan.

On or about October 18, 2002, Merrill Lynch, Pierce, Fenner & Smith, Inc.
("Merrill") filed a Verified Complaint in the Supreme Court, New York County,
Index Number 603826/02, against eClick MD, Inc. ("eClick"), Oxford Venture
Partners, LLC, Karim Rajani ("Rajani") and Fidelity Transfer Company
("Fidelity"). Said Verified Complaint was served on or about October 30, 2002.
Thereafter, on or about April 4, 2003, Merrill served an Amended Verified
Complaint. In the Amended Verified Complaint Merrill alleged causes of action
against eClick for negligent misrepresentation and conversion. Merrill seeks
$171,742 in damages, jointly and severally, plus interest, costs and attorneys'
fees. When Rajani defaulted in the case Merrill moved to discontinue its state
court action without prejudice in order to recommence its case in federal court
based upon the diversity of citizenship of the non-defaulting parties. eClick
did not oppose the motion and has been granted an extension of time to answer
the Complaint sine die (without date) until such time as the Court makes a
determination on Merrill's motion, as well as on Fidelity's Motion to Dismiss
based upon lack of personal jurisdiction. Both motions are currently pending
before the Court. eClick intends to vigorously defend this action.

On or about March 31, 2003, the Company received information regarding Docket
Number DC-000669-03 in the Superior Court of New Jersey Law Division: Hudson
County Special Civil Part for PR Newswire Association, Inc. vs. eClickMD, Inc.
Lawsuit filed for collection of past due account payable of $4,655 together with
lawful interest, costs of suit and such other and further relief as the Court
deems just and proper. At June 30, 2003 the Company has an account payable of
$4,655 recorded on its books. As of the date of this filing, the Company has not
responded to this matter.

On or about February 18, 2003, the Company received information regarding Cause
Number 37839 in the Justice Court Precinct No. 1, Place No. 2, in Taylor County,
Texas for McGriff, Seibels, & Williams of Texas, Inc. vs. eClickMD, Inc. Lawsuit
filed for collection of past due accounts payable for $1,533 plus attorney fees
and court costs. At June 30, 2003 the Company does not have an account payable
specifically recorded. As of the date of this filing, the Company has not
responded to this matter.

On April 22, 2002, the Company was served notice regarding Cause No. 2002044;
198th Judicial District Court of McCulloch County, Texas. The RECOVAR Group, LLC
vs. eClickMD, Inc. Lawsuit filed for collection of an outstanding accounts
payable in the amount of approximately $5,000. The plaintiff was also demanding
reasonable attorney's fees and court costs. EClickMD, Inc. settled the matter
with the plaintiff on July 23, 2002 and as of the date of the filing of this
report has fully paid the mutually agreed upon settlement obligation.

Case Number 258052: Travis County Court 1, Travis County Texas. Immedient, Inc.
vs. eClickMD, Inc. Lawsuit filed for the collection of a debt. An "No-answer
Final Default Judgment" was rendered upon the defendant on April 24, 2002.
eClickMD, Inc. settled the matter with the plaintiff on July 20, 2002 and as of
the date of the filing of this report has fully paid the mutually agreed upon
settlement obligation.

                                       18
<PAGE>

Item 2.  Changes in Securities

None.

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   Senior Secured Promissory Note dated April 16, 2003 by and between
             eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in the amount
             of $65,900
       4.2   Post Petition Senior Secured Promissory Note dated May 20, 2003 by
             and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in
             the amount of $49,970
       4.3   Security Agreement dated May 20, 2003 by and between eClickMD, Inc.
             and Gryphon Opportunities Fund I, LLC
       4.4   Post Petition Senior Secured Promissory Note dated June 4, 2003 by
             and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in
             the amount of $89,072
       4.5   Security Agreement dated June 4, 2003 by and between eClickMD, Inc.
             and Gryphon Opportunities Fund I, LLC
       31.1  Certification by Neil S. Burley, Chief Financial Officer, pursuant
             to 18 USC Section 1350, as adopted pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002
       32.1  Certification by Neil S. Burley, Chief Financial Officer, pursuant
             to 18 USC Section 1350, as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002

     b)  REPORTS ON FORM 8-K

       (a)   On May 16, 2003 The Company filed a Form 8-K, dated May 13, 2003
             reporting under Item 3 that it filed a voluntary petition for
             reorganization under Chapter 11 of the United States Bankruptcy
             Code.


                                       19
<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: August 23, 2003                  By: /s/ NEIL BURLEY
                                           ------------------------
                                           Neil Burley,
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)



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