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 March 31, 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 March 31, 2003, there were 21,365,688 shares of common stock, $.001 par
value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES [ ] NO [X]

<PAGE>

                                 eClickMD, INC.
                                 MARCH 31, 2003
                                      INDEX

<TABLE>
<CAPTION>

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

      Item 1.   Financial Statements

                Independent Auditor's Review Status                                              2

                Consolidated Balance Sheets as of March 31, 2003 (unaudited) and
                December 31, 2002                                                                3

                Consolidated Statements of Operations (unaudited) for the three months
                ended March 31, 2003 and 2002                                                    4

                Consolidated Statements of Cash Flows (unaudited) for the three months
                ended March 31, 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                                                                   11

      Item 3.   Controls and Procedures                                                         14


PART II         OTHER INFORMATION

      Item 1.   Legal Proceedings                                                               15

      Item 2.   Changes in Securities and Use of Proceeds                                       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

CERTIFICATIONS                                                                                  21
</TABLE>

                                        1

<PAGE>


INDEPENDENT AUDITOR'S REVIEW STATUS

Due to the Company filing a voluntary petition for reorganization on May 13,
2003, the Company was delayed in completing its audit for Year-End 2002. The
Company's subsequent interim financial information, for the three month period
ended March 31, 2003, was also delayed. The information is presently being
delivered to its independent auditor to perform the required review of these
interim financial statements in accordance with professional standards as
required by Rule 10-01(d) of Regulation S-X. In addition, the Company's limited
staff was required to prepare documentation related to the reorganization which
further delayed the preparation of the Company's interim financial statements
and has also had the result of delaying the independent auditor's review
thereof. Accordingly, the accompanying un-audited consolidated financial
statements and notes thereto were not subject to such independent auditor review
procedures. The Company will issue an amended Form 10-QSB for the three month
period ended March 31, 2003, once the required review procedures have been
completed.

                                       2
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                                    2003
                                                                                 (Unaudited)         2002
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
Current assets
    Cash and cash equivalents                                                    $        829    $     85,204
    Accounts receivable - trade, net of allowance for doubtful
    accounts of $29,843 and $29,843 at March 31, 2003 (unaudited) and
    December 31, 2002, respectively                                                    74,928           7,590
    Other current assets                                                                8,823          11,645
                                                                                 ------------    ------------
         Total current assets                                                          84,580         104,439

Property and equipment, net of accumulated depreciation of
    $488,901 and $451,874 at March 31, 2003 (unaudited) and
    December 31, 2002, respectively                                                    70,062         107,088
Deferred financing fees, net of accumulated amortization of $85,479 and
    $78,345 at March 31, 2003 (unaudited) and December 31, 2002, respectively             175           7,309
Other Assets                                                                           10,413          10,414
                                                                                 ------------    ------------

         Total assets                                                            $    165,230    $    229,250
                                                                                 ============    ============

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

Current liabilities
    Line of credit                                                               $    360,000    $    360,000
    Current notes payable (including $225,342 and $220,247
      to related parties at March 31, 2003 (unaudited) and December 31, 2002
      respectively)                                                                   554,468         569,722
    Convertible notes and debentures - current maturities
       (including $51,250 to related parties at March 31, 2003 (unaudited) and
       December 31, 2002, respectively), net of unamortized debt
       discount of $9,770 at December 31, 2002                                      2,028,829       2,019,060
    Customer deposits                                                                  46,730           1,325
    Payable to related parties                                                        439,343         435,593
    Accounts payable (including $106,531 to related parties at
       March 31, 2003 (unaudited) and December 31, 2002, respectively)                920,290         858,060
    Accrued payroll tax liabilities                                                    58,015          16,378
    Capital lease obligation payable - current maturities                              78,995          78,995
    Accrued liabilities                                                               451,572         369,213
                                                                                 ------------    ------------
         Total current liabilities                                                  4,938,243       4,708,346

Capital lease obligation, net of current portion                                      104,085         116,950

Long-term notes payable                                                                35,513          35,513

Shareholders' deficit
    Preferred stock - $0.001 par value; 15,000,000 shares authorized,
       89 and 75 shares issued and outstanding at March 31, 2003 (unaudited)               --              --
       and December 31, 2002
    Common stock - $0.001 par value; 50,000,000 shares authorized, 21,365,688
       and 21,190,688 shares issued and outstanding at
       March 31, 2003 (unaudited) and December 31, 2002, respectively                  21,366          21,191
    Additional paid-in capital                                                      7,040,161       6,855,739
    Receivable for the purchase of equity                                                  --              --
    Accumulated deficit                                                           (11,974,137)    (11,508,489)
                                                                                 ------------    ------------
         Total shareholders' deficit                                               (4,912,610)     (4,631,559)
                                                                                 ------------    ------------

         Total liabilities and shareholders' deficit                             $    165,230    $    229,250
                                                                                 ============    ============
</TABLE>

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

                                       3
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                   2003            2002
                                                               ------------    ------------
<S>                                                            <C>             <C>
Revenues                                                       $     63,093    $     95,557

Operating expenses
   Cost of revenues                                                  78,384          71,600
   Research & development costs                                      11,686          30,662
   Selling, general & administrative                                345,484         624,361
                                                               ------------    ------------

   Operating loss                                                  (372,461)       (631,066)

Other income (expense)                                                   --           3,711
Interest expense                                                    (93,186)        (56,150)


                                                               ------------    ------------
   Net loss                                                    $   (465,647)   $   (683,505)
                                                               ============    ============

Net loss per common share - basic and diluted                  $      (0.02)   $      (0.04)
                                                               ============    ============

Weighted-average number of common shares outstanding - basic
   and diluted                                                   21,365,688      17,284,502
                                                               ============    ============
</TABLE>

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

                                       4
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                                        2003            2002
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>
Cash flows from operating activities
      Net loss                                                                      $   (465,647)   $   (683,505)
      Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                     37,026          38,417
         Bad Debt Expense                                                                     --           2,500
         Stock issued for services                                                        33,250         187,500
         Warrants issued for converstion of debt to preferred stock                        8,147              --
         Amortization of deferred financing fees                                           7,135              --
         Amortization of debt discount                                                     9,769              --
         Increases and decreases in working capital accounts:
         Accounts receivable - trade                                                     (67,339)        (51,508)
         Other current assets                                                              2,822          (6,911)
         Customer deposits                                                                45,405          61,811
         Accounts payable                                                                 62,230          69,316
         Accrued liabilities                                                             123,996          23,645
                                                                                    ------------    ------------
              Cash flows used in operating activities                                   (203,206)       (358,735)

Cash flows from investing activities
      Purchases of property and equipment                                                     --              --

Cash flows from financing activities
      Payments on capital lease obligation                                               (12,865)             --
      Payments on convertible notes payable and debentures                                    --          (5,505)
      Borrowings from related parties                                                      8,845          26,250
      Borrowings on notes payable                                                        143,200              --
      Payments on notes payable                                                          (20,348)             --
      Exercise of stock options                                                               --          69,000
                                                                                    ------------    ------------
         Cash flows provided by financing activities                                     118,831          89,745

Net increase (decrease) in cash and cash equivalents                                     (84,375)       (268,990)

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

Cash and cash equivalents, end of period                                            $        829    $     21,232
                                                                                    ============    ============

Supplemental disclosures for cash flow information:
      Cash paid during the period for:
         Interest                                                                   $      3,320    $        540
                                                                                    ============    ============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
   FINANCING ACTIVITIES
         Conversion of notes payable and accrued interest to preferred stock        $    143,200    $         --
                                                                                    ============    ============
         Warrants issued in connection with conversion of notes payable
            and accrued interest to preferred stock                                 $      8,147    $         --
                                                                                    ============    ============
</TABLE>

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

                                       5
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)


1. BASIS OF PRESENTATION

The interim financial statements of eClickMD, Inc. and Subsidiaries (the
"Company" or "eClick") at March 31, 2003 and for the three months ended March
31, 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. Certain amounts previously
reported in prior interim financial statements have been reclassified to conform
to the 2002 presentation.

The accompanying unaudited interim financial statements are for interim periods
and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's audited
financial statements included in the 10-KSB for the year ended December 31,
2002. The accompanying unaudited interim financial statements for the three
months ended March 31, 2003 are not necessarily indicative of the results which
can be expected for the entire fiscal year.

Due to the Company filing a voluntary petition for reorganization on May 13,
2003, the Company was delayed in completing its audit for Year-End 2002. The
Company's subsequent interim financial information, for the three month period
ended March 31, 2003, was also delayed. The information is presently being
delivered to its independent auditor to perform the required review of these
interim financial statements in accordance with professional standards as
required by Rule 10-01(d) of Regulation S-X. In addition, the Company's limited
staff was required to prepare documentation related to the reorganization which
further delayed the preparation of the Company's interim financial statements
and has also had the result of delaying the independent auditor's review
thereof. Accordingly, the accompanying un-audited consolidated financial
statements and notes thereto were not subject to such independent auditor review
procedures. The Company will issue an amended Form 10-QSB for the three month
period ended March 31, 2003, once the required review procedures have been
completed.

2. GOING CONCERN

The consolidated financial statements for the three months ended March 31, 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 $465,647
and $2,873,215 during the three months ended March 31, 2003 and the year ended
December 31, 2002, respectively, and has accumulated losses through March 31,
2003 of $11,974,137. Cash used in operating activities for the same periods
aggregated $203,206 and $1,634,811, respectively. Total liabilities at March 31,
2003 of $5,077,841 (including approximately $43,780 to the Internal Revenue
Service for delinquent payroll taxes) exceed total assets of $165,230. As of the
date of this report, the Company is unable to meet all of its short-term
obligations as they fall due because of shortages of cash, and has substantial
amounts outstanding with key vendors.

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 debtors-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. The rights of and
ultimate payments by the Company to pre-petition creditors and to equity
investors may be substantially altered. This 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
intends to submit a plan for reorganization to the Bankruptcy Court no later
than September 13, 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. The 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.

                                       6
<PAGE>

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. 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 loss and loss per share would not
change due to immaterial differences in the amounts related to employee stock
option grants in the first quarter of 2003.

5. CONVERTIBLE NOTES AND DEBENTURES

At March 31, 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.

                                       7
<PAGE>

6. NOTES PAYABLE

Notes payable at March 31, 2003 and December 31, 2002 consist of the following:

<TABLE>
<CAPTION>
                                                          2003
                                                       (unaudited)         2002
                                                       ------------    ------------
<S>                                                    <C>             <C>
Note payable to bank, payable in full in
         October 2002 (currently due on demand)
         at 10.5%, unsecured                           $     15,000    $     15,000

Note payable to shareholder, at 12% with
         principal and interest due on demand
                                                            128,448         123,354

Note payable to shareholder, at 12% with
         principal and interest due May 2003                 69,810          69,810

Note payable to creditor, payable in monthly
         installments through March 2003 at 12%,
         unsecured                                           27,112          31,233

Note payable to employee, payable on demand at 10%,
         Unsecured                                           27,083          27,083

Note payable to financial institution at 6%,
         due on demand, unsecured                           100,000         100,000

Note payable to financial institution at 6%,
         due on demand, unsecured                           100,000         100,000

Note payable to creditor, payable in monthly
         installments through December 2004 at 6%,
         unsecured                                           51,061          55,517

Non-Interest bearing note payable to creditor,
 payable in monthly installments through
 May 2004, unsecured                                         26,667          30,000

Note payable to creditor, payable in monthly
installments through December 2003 at 12%, unsecured         44,800          53,237
                                                       ------------    ------------
                                                            589,981         605,235
Less current maturities:                                   (554,468)       (569,722)
                                                       ------------    ------------
                                                       $     35,513    $     35,513
                                                       ============    ============
</TABLE>

         Future maturities of notes payable at March 31, 2003 are as follows:

                 2003               $    554,468
                 2004                     35,513
                                    ------------

                 Total              $    589,981
                                    ============

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.

                                       8
<PAGE>

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 detail 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.

7. DEFERRED FINANCING FEES

Deferred financing fees related to the notes payable are amortized on a
straight-line basis over the term of the notes payable ranging from three to six
months.

8. SHAREHOLDERS' DEFICIT

During three months ended March 31, 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 $31,730.

9. 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 defendant then sold a portion of the stock thereby converting it to
their own use instead of using it for collateral. The Company sought
compensatory damages, exemplary damages and injunctive relief. The defendant's
appeared for a hearing to argue against the Court's in personam jurisdiction
over them as well as to argue against the need for injunctive relief. On
September 14, 2001, the Court granted a temporary injunction prohibiting the
defendants from 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
answer in this matter but refused to cooperate in discovery. As a sanction, the
court struck the defendant's 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, L.L.C, and Karim Rajani, jointly and
severally, in the sum of $1,019,250 plus interest at a 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, the 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. About
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.

                                       9
<PAGE>

The Company also issued options to purchase an aggregate of 275,000 shares to
Mark Anthony Christini as a retainer in exchange for legal services associated
with Oxford Venture Fund. The options were converted to shares of common stock.
Subsequently, Mr. Christini became deceased before any services were rendered.
The Company plans to seek recovery of such shares from the estate of Mr.
Christini. The Company expects to recover the before mentioned shares.

Due to the circumstances surrounding the issuance of the options and the
subsequent dispute that has arisen due to the failure of the optionees to
perform according to the agreement, no value has been recorded in the
accompanying financial statements related to the original issuance of the
options. In the event that the shares 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 shares indicated above will be recovered.

10. CONTINGENCIES

The Company was previously indebted to a vendor for the purchase of computer
equipment in the amount of approximately $260,000 which in prior periods was
included in accounts payable. The vendor has filed a suit to collect payment.
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 lawuit. As of the date of this filing, this release has not
been obtained by the Company.

11. SUBSEQUENT EVENT

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 debtors-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. The rights of and
ultimate payments by the Company to pre-petition creditors and to equity
investors may be substantially altered. This 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
intends to submit a plan for reorganization to the Bankruptcy Court no later
than September 13, 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.

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. As of the date of this filing, borrowings
under this post petition financing agreement total $89,072.

                                       10
<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.

Recent Developments

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 debtors-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.

For further information see Note 11 - "Subsequent Events"

Results of Operations

Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002

Revenues for the three months ended March 31, 2003 were $63,093 compared to
$95,557 for the same period in 2002. Fewer customers were billed in 2003 as a
result of a 2001 year-end review of accounts receivable, where a significant
number of customers with aged receivable balances were assigned former client
status. In addition, as the Company maximized available resources in 2002 and
2003, fewer sales and marketing programs existed. Also resulting in lower
revenue was a change in the Company's billing model in mid-year 2002 where
physicians were no longer charged $35/month to use the eClickMD, Inc. software.
The bankruptcy of a premier customer, Interlink Home Health, in 2002 resulted in
lower Safehaven revenue in 2003. Interlink Home Health was the exclusive
customer of the Net.Care (Oasis) product and is no longer using the service.

                                       11
<PAGE>

Operating expenses were $435,554 for the three months ended March 31, 2003
compared to $726,623 for the three months ended March 31, 2002. This 40%
decrease in operating expenses was primarily attributable to expenses incurred
in 2002 for the issuance of shares of common stock for financial consulting
services. Also contributing to lower selling, general and administrative
expenses in 2003 were fewer employees, resulting in lower salaries and wages and
other employee-related expenses.

Interest expense for the quarter ended March 31, 2003 was $93,186 compared to
$56,150 in 2002. Higher interest expense resulted 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 first quarter totaled $203,206 and
$358,735 for 2003 and 2002, 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 $118,831 for the quarter ended
March 31, 2003 and $89,745 for the quarter ended March 31, 2002 and consisted
primarily of borrowings on notes payable.

At March 31, 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 shall next close 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 shall next close 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, 31, 2003, the board of directors unanimously resolved that in
accordance with the terms and conditions of "The Agreement", "The Security
Agreement" and the "Senior Secured Promissory Note", all dated March 31, 2003,
the Company had the required corporate power and authority to enter into and
perform its obligations under "The Agreement" and "The Security Agreement" as
provided in the agreements, including but not limited to the issuance of the
securities of the demand note in accordance with the terms of "The Agreement",
borrow the $50,000 demand loan from Gryphon Opportunties Fund I, LLC,
represented by the $50,000 demand note and secure the $50,000 demand loan and
Gryphon debt with the assets and intellectual property of the Company as
provided for in the "Security Agreement". For further detail see exhibits 10.1,
"The Agreement", 10.2, "The Security Agreement" and 10.3, "The Senior Secured
Promissory Note" in the 10-KSB for the year ended December 31, 2002.

In accordance with "The Agreement" dated March 31, 2003, 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.

Subsequent to March 31, 2003, and in accordance with the terms of "The
Agreement" and "The Security Agreement" dated March 31, 2003, the Company issued
two Senior Secured Promissory Notes, bearing interest at 5% and payable on
demand, to Gryphon Opportunities Fund I, LLC for $65,900 and $49,790, on April
25, 2003 and May 20, 2003, respectively.

                                       12
<PAGE>

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. Accordingly, on June 4, 2003, the Company
issued a Senior Secured Promissory Note, bearing interest and payable on demand,
to Gryphon Opportunities Fund I, LLC for $89,072.

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 debtors-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. The rights of and
ultimate payments by the Company to pre-petition creditors and to equity
investors may be substantially altered. The could results 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
intends to submit a plan for reorganization to the Bankruptcy Court no later
than September 13, 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 operation 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. The 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.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

The Company recognizes revenue from software sales at 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. Advance billings are recorded as deferred revenue.

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 loss and loss per share would not
change due to immaterial differences in the amounts related to employee stock
option grants in the first quarter of 2003.

                                       13
<PAGE>

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, Good 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
probably 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 executive
officer and our principal financial officer, of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them 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.

                                       14
<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 March 31, 2003 the
Company had recorded a liability of $26,667. As of the date of this filing, the
Company is in default on 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. As of the date of this filing,
the Company is in default on payment to John Griffin. 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 settlment agreement of $2,500. A final judgment
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 defendant's appeared for a hearing to argue against the
Court's in personam jurisdiction over them as well as to argue against the need
for injunctive relief. On September 14, 2001, the Court granted a temporary
injunction against the defendants making sales of the Company's stock. At the
date of this filing, 1,800,000 shares are being restricted from transfer of
which 600,000 shares are held in certificate form by the transfer agent. The

                                       15
<PAGE>

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. About 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 March 31, 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.

                                       16
<PAGE>

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
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.

                                       17
<PAGE>

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 March 31, 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 March 31, 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 10, 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

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

   b) REPORTS ON FORM 8-K

      None.

                                       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:  June 23, 2003


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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


NAME                          TITLE                               DATE SIGNED
----                          -----                               -----------

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


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<PAGE>

                                  CERTIFICATION

I, Neil Burley, certify that:

1.)  I have reviewed this quarterly report on Form 10-QSB of eClickMD, Inc.

2.)  Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

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

4.)  I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

        a.  Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;
        b.  Evaluated the effectiveness of the registrants disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and
        c.  Presented in the quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.)  I have disclosed, based on our most recent evaluation, to the registrants
     auditors and the Audit committee of the registrant's board of directors (or
     persons performing the equivalent functions):

        a.  All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and
        b.  Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls;

6.)  I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date:  June 23, 2003


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

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