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

As of September 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. AND SUBSIDIARIES
                             (DEBTOR-IN-POSSESSION)
                               SEPTEMBER 30, 2003
                                      INDEX



                                                                        Page No.
                                                                        --------
PART I          FINANCIAL INFORMATION

      Item 1.   Financial Statements

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

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

                Consolidated Statements of Operations (unaudited) for
                the nine months ended September 30, 2003 and 2002             4

                Consolidated Statements of Cash Flows (unaudited) for
                the nine months ended September 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                                      17


PART II         OTHER INFORMATION

      Item 1.   Legal Proceedings                                            18

      Item 2.   Changes in Securities and Use of Proceeds                    20

      Item 3.   Defaults Upon Senior Securities                              20

      Item 4.   Submission of Matters to a Vote of Security Holders          20

      Item 5.   Other Information                                            20

      Item 6.   Exhibits and Reports on Form 8-K                             20


SIGNATURES                                                                   21

                                        1
<PAGE>

                        ECLICKMD, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                                       2003
                                                                                    (Unaudited)         2002
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>
Current assets
    Cash and cash equivalents                                                       $     12,330    $     85,204
    Accounts receivable - trade, net of allowance for doubtful
    accounts of $57,766 and $29,843 at September 30, 2003 (unaudited) and
    December 31, 2002, respectively                                                       26,841           7,590
    Other current assets                                                                   6,859          11,645
                                                                                    ------------    ------------
         Total current assets                                                             46,030         104,439

Property and equipment, net of accumulated depreciation of
    $288,932 and $451,874 at September 30, 2003 (unaudited) and
    December 31, 2002, respectively                                                       10,598         107,088
Deferred financing fees, net of accumulated amortization of $85,479 and
    $78,345 at September 30, 2003 (unaudited) and December 31, 2002, respectively            175           7,309
Other Assets                                                                              10,412          10,414
                                                                                    ------------    ------------

         Total assets                                                               $     67,215    $    229,250
                                                                                    ============    ============

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

Liabilities not subject to compromise
   Current Liabilities
    Current notes payable                                                           $    365,772    $         --
    Customer deposits                                                                      8,570           1,325
    Accounts payable - trade, including $19,778 to related parties                       109,537              --
    Accrued payroll tax liabilities                                                       56,139          16,378
    Accrued liabilities                                                                   41,012              --
                                                                                    ------------    ------------
         Total current liabilities                                                       581,030          17,703

Liabilities subject to compromise  (Note 8)                                            4,414,160       4,843,106

Shareholders' deficit
    Preferred stock - $0.001 par value; 15,000,000 shares authorized,
       89 and 75 shares issued and outstanding at September 30, 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
       September 30, 2003 (unaudited) and December 31, 2002, respectively                 21,366          21,191
    Additional paid-in capital                                                         7,040,161       6,855,739
    Accumulated deficit                                                              (11,989,502)    (11,508,489)
                                                                                    ------------    ------------
         Total shareholders' deficit                                                  (4,927,975)     (4,631,559)
                                                                                    ------------    ------------

         Total liabilities and shareholders' deficit                                $     67,215    $    229,250
                                                                                    ============    ============
</TABLE>

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

                                        2
<PAGE>

                        ECLICKMD, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                   2003            2002
                                                               ------------    ------------
<S>                                                            <C>             <C>
Revenues                                                       $     55,312    $     79,936

Operating expenses
   Cost of revenues                                                  41,005          73,697
   Research & development costs                                      14,952           6,004
   Selling, general and administrative                              254,531         639,922
                                                               ------------    ------------

   Operating loss                                                  (255,176)       (639,687)

Interest expense                                                     (5,090)       (172,211)
                                                               ------------    ------------
    Loss before reorganization items                               (260,266)       (811,898)
                                                               ------------    ------------

Reorganization items:
    Gain on rejected executory contract                             168,667              --
    Professional fees                                               (43,770)             --
                                                               ------------    ------------
    Net gain on reorganization items                                124,897              --
                                                               ------------    ------------

Net loss                                                       $   (135,369)   $   (811,898)
                                                               ============    ============

Net loss per common share - basic and diluted                  $      (0.01)   $      (0.04)
                                                               ============    ============

Weighted-average number of common shares outstanding - basic
   and diluted                                                   21,365,688      20,944,784
                                                               ============    ============
</TABLE>

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

                                        3
<PAGE>

                        ECLICKMD, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                   2003             2002
                                                               ------------    ------------
<S>                                                            <C>             <C>
Revenues                                                       $    182,040    $    256,524

Operating expenses
   Cost of revenues                                                 173,993         197,126
   Research & development costs                                      45,539          61,542
   Selling, general and administrative                              893,483       1,745,047
                                                               ------------    ------------

   Operating loss                                                  (930,975)     (1,747,191)

Gain on debt settlement                                             397,673              --
Other income (expense)                                               68,645           7,423
Interest expense                                                   (128,987)       (295,460)
                                                               ------------    ------------
    Loss before reorganization items                               (593,644)     (2,035,228)
                                                               ------------    ------------

Reorganization items:
    Gain on rejected executory contract                             168,667              --
    Professional fees                                               (56,035)             --
                                                               ------------    ------------
    Net gain on reorganization items                                112,632              --
                                                               ------------    ------------

Net loss                                                       $   (481,012)   $ (2,035,228)
                                                               ============    ============

Net loss per common share - basic and diluted                  $      (0.02)   $      (0.10)
                                                               ============    ============

Weighted-average number of common shares outstanding - basic
and diluted                                                      21,324,114      19,550,254
                                                               ============    ============
</TABLE>

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

                                        4
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                       2003           2002
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Cash flows from operating activities
     Net loss                                                                      $  (481,012)   $(2,035,228)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                     82,077        116,780
       Bad Debt Expense                                                                 27,923             --
       Gain on change in accounting estimate                                            68,645             --
       Gain on debt settlement                                                        (566,340)        (6,240)
       Stock issued for services                                                        33,250        220,000
       Stock options issued for services                                                    --         33,309
       Write-off of receivable for the purchase of equity                                   --        275,794
       Warrants issued for converstion of debt to preferred stock                        8,147             --
       Amortization of deferred financing fees                                           7,134         35,271
       Amortization of debt discount                                                     9,769         80,624
        Increases and decreases in working capital accounts:
       Accounts receivable - trade                                                     (47,175)           (70)
       Other assets                                                                      4,789        (29,347)
       Customer deposits                                                                 7,245         18,625
       Accounts payable                                                                 47,293         77,279
       Accrued liabilities                                                             120,593        102,390
                                                                                   -----------    -----------
            Cash flows used in operating activities                                   (677,662)    (1,110,813)

Cash flows from investing activities
     Purchases of property and equipment                                                    --        (10,641)

Cash flows from financing activities
     Payments on capital lease obligation                                              (12,865)       (29,751)
     Payments on convertible notes payable and debentures                                   --         (5,000)
     Deferred Financing Fees                                                                --        (61,476)
     Borrowings on current notes payable and debentures                                     --        607,059
     Borrowings from related parties                                                    13,130         50,350
     Borrowings on notes payable (including post-petition amount of $365,772)          624,872        255,282
     Payments on notes payable                                                         (20,348)        (8,099)
     Exercise of stock options                                                              --         69,000
                                                                                   -----------    -----------
       Cash flows provided by financing activities                                     604,789        877,365
                                                                                   -----------    -----------

Net increase (decrease) in cash and cash equivalents                                   (72,873)      (244,089)

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

Cash and cash equivalents, end of period                                           $    12,331    $    46,133
                                                                                   ===========    ===========

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
          recorded as debt discount                                                $        --    $    80,340
                                                                                   ===========    ===========

       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
                                                                                   ===========    ===========

       Refinance account payable through note payable                              $        --    $    64,618
                                                                                   ===========    ===========

       Common stock issued in connection with convertible debentures               $        --    $    96,465
                                                                                   ===========    ===========

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

                                        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. On November 24, 2003, the Company appeared
in the United States Bankruptcy Court, Western District of Texas, Austin
Division, before the Honorable Frank R. Monroe, for a hearing on confirmation of
the Plan of Reorganization. Accordingly, the judge signed an order stating that
the Plan of Reorganization was confirmed. The confirmed Plan of Reorganization
will become binding and non-appealable on December 4, 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 $129,038, which is $93,239 in excess of reported interest expense; therefore,
the debtor has discontinued accruing interest on these obligations (See Note 8
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 September 30, 2003 and for the three and nine months
ended September 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 September 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 September 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 period ended September 30, 2003
were prepared on the assumption the Company will continue as a going concern.
The Company sustained net losses of $481,012 and $2,873,215 during the nine
months ended September 30, 2003 and the year ended December 31, 2002,
respectively, and has accumulated losses through September 30, 2003 of
$11,989,502. Cash used in operating activities for the same periods aggregated
$677,663 and $1,634,811, respectively. Total liabilities at September 30, 2003
of $4,995,190 (including approximately $43,780 to the Internal Revenue Service
for delinquent payroll taxes) exceed total assets of $79,860.

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. REJECTION OF UNEXPIRED LEASE WITH IBM CREDIT CORPORATION

While under the protection of Chapter 11, the Company has the right to review
all executory contracts in place on the date of "the Filing" (May 13, 2003) and
either accept or reject these contracts in the proposed Plan of Reorganization.

On or about October 10, 2001, IBM Credit and the Company entered into a Term
Lease Master Agreement (TLMA) for approximately $260,000 in computer hardware
and the use of certain software and services. Pursuant to the TLMA, IBM Credit
and the Company entered into a Supplement dated on or about April 24, 2002. The
TMLA and the Supplement represented the official lease contract. The lease
contract was for a term of 48 months at a monthly rate of $6,583. The Company
recorded the lease contract as a capital lease and booked an asset and
corresponding capital lease obligation and sales tax payable in the amount of
$259,573. This equipment housed the Company's core technology and customer data.

Under the protection of Chapter 11, the Company elected to reject the lease
contract and returned the leased hardware to IBM on August 28, 2003. On August
28, 2003, the Bankruptcy Court approved an order granting "IBM Credit LLC's
Motion to Compel Assumption or Rejection of executory Contract".

As of August 28, 2003, the net book value of the equipment recorded as an asset
under the capital lease obligation totaled $14,413. As of August 28, 2003, the
capital lease liability totaled $183,078. Accordingly the Company recognized a
gain on rejection of the executory contract totaling $168,667.

                                       7
<PAGE>

Because the IBM equipment housed the Company's core technology and customer data
it had to be replaced immediately. In order to do so, the Company's lead
investor, Gryphon Opportunities Fund I, LLC, directly purchased approximately
$17,000 of computer hardware and software and loaned it to the Company. This
hardware and software has been installed and is currently housing the Company's
core technology and customer data. As of the date of this filing, the equipment
continues to be on loan from Gryphon Opportunities Fund I, LLC and accordingly
the Company has not recorded any asset or corresponding liability or lease
expense due to the immaturability of the amounts involved.

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 loss and loss per share would have
increased as indicated below:

<TABLE>
<CAPTION>
                                             Nine Months Ended     Nine Months Ended     Three Months Ended    Three Months Ended
                                             September 30, 2003    September 30, 2002    September 30, 2003    September 30, 2002
                                             ------------------    ------------------    ------------------    ------------------
<S>                                          <C>                   <C>                   <C>                   <C>
Loss attributable to common
     stockholders, as reported               $         (481,012)   $       (2,035,228)   $         (135,369)   $         (811,898)
Add: Stock-based employee compensation,
     expense included in reported net loss                   --                    --                    --                    --
Deduct:  Stock-based employee compensation
     expense determined under fair value
     based method                                      (171,447)             (176,651)              (56,679)              (59,705)
                                             ------------------    ------------------    ------------------    ------------------
Pro forma net loss                           $         (652,459)   $       (2,211,879)   $         (192,048)   $         (871,603)
                                             ==================    ==================    ==================    ==================

Net loss per share -
     Basic and diluted:
     As reported                             $            (0.02)   $            (0.10)   $            (0.01)   $            (0.04)
                                             ==================    ==================    ==================    ==================

     Pro forma                               $            (0.03)   $            (0.11)   $            (0.01)   $            (0.04)
                                             ==================    ==================    ==================    ==================
</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 September 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

Post-Petition Debt
------------------

Post-Petition current notes payable at September 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 senior secured note payable to creditor,
   Collateralized by the assets and intellectual property
   Of the Company, Payable on demand at 5%                           89,072

Post-petition senior secured note payable to creditor,
   Collateralized by the assets and intellectual property
   Of the Company, Payable on demand at 5%                           70,494

Post-petition senior secured note payable to creditor,
   Collateralized by the assets and intellectual property
   Of the Company, Payable on demand at 5%                           89,084

Post-petition senior secured note payable to creditor,
   Collateralized by the assets and intellectual property
   Of the Company, Payable on demand at 5%                           67,152
                                                                  ---------
                                                                  $ 365,772
                                                                  =========


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.

On August 29, the Bankruptcy Court approved a second order granting eClickMD,
Inc.'s (the debtor's) second 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 an increased amount of debt, up to $425,457 from May 20, 2003 through
September 30, 2003, by executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on July 1, 2003, August 1, 2003 and September 5, 2003 the Company
issued Senior Secured Promissory Notes to Gryphon Opportunities Fund I, LLC in
the amounts of $70,494, $89,084 and $67,152, respectively, with interest at 5%
per annum, payable on demand.

                                       9
<PAGE>

Pre-Petition Debt
-----------------

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, a former 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.


8. PRE-PETITION LIABILITIES SUBJECT TO COMPROMISE

At September 30, 2003 and December 31, 2002, the principal categories of claims
classified as liabilities subject to compromise under reorganization
proceedings, totaling $4,414,160 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)
                                               September 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                                          864,461              858,060

Capital lease obligation                                       --              195,945

Accrued liabilities                                       386,361              369,213
                                               ------------------   ------------------
     Total liabilities subject to compromise   $        4,414,160   $        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 September 30, 2003 was $93,238.
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.

                                       10
<PAGE>

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.

On August 29, 2003, the Bankruptcy Court approved a second order granting
eClickMD, Inc.'s (the debtor's) second 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 an increased amount of debt, up to $425,457 from May 20, 2003 through
September 30, 2003, by executing the Financing Agreement.

On October 6, 2003, the Bankruptcy Court approved a third order granting
eClickMD, Inc.'s (the debtor's) third 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 $319,923 from October 1, 2003 through December 31, 2003, by
executing the Financing Agreement.

Post-petition borrowings approved by the court for the period of May 20, 2003
through December 31, 2003 total $745,380.

As of the date of this filing, borrowings under this post-petition financing
agreement total $544,490.

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 nine months ended September 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 of
common stock 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
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.

13.  SUBSEQUENT EVENT

On November 24, 2003, the Company appeared in the United States Bankruptcy
Court, Western District of Texas, Austin Division, before the Honorable Frank R.
Monroe, for a hearing on confirmation of the Plan of Reorganization.
Accordingly, the judge signed an order stating that the Plan of Reorganization
was confirmed. The confirmed Plan of Reorganization will become binding and
non-appealable on December 4, 2003. When the Plan of Reorganization becomes
binding and non-appealable, the Company anticipates that substantially all of
the Liabilities Subject to Compromise (See Note 8) will be written off to Net
Income as forgiveness of debt.

                                       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 eSignature document
workflow technology and that its technology lowers infrastructure costs, drives
workflow efficiency, and increases profitability for physicians, home health
care agencies, and providers of durable medical equipment. Home health care
executives founded the Company in 1996 to address inefficiencies in workflow
processes between home health care agencies and physicians. That same year, the
U.S. government released the Health Insurance Portability and Accountability Act
(HIPAA) 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 for managing and transmitting sensitive patient data. There are
approximately 22 home health care agencies and approximately 130 physicians
transmitting 21,235 patient documents annually.

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. On November 24, 2003,
the Company appeared in the United States Bankruptcy Court, Western District of
Texas, Austin Division, before the Honorable Frank R. Monroe, for a hearing on
confirmation of the Plan of Reorganization. Accordingly, the judge signed an
order stating that the Plan of Reorganization was confirmed. The confirmed Plan
of Reorganization will become binding and non-appealable on December 4, 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.

                                       12
<PAGE>

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.

Results of Operations

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

Revenues for the three months ended September 30, 2003 were $55,312 compared to
$79,936 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 $310,488 for the three months ended September 30, 2003
compared to $719,623 for the three months ended September 30, 2002. This 57%
decrease in operating expenses is primarily attributable to bad debt expense
incurred in 2002 resulting from the write-off of notes receivable for the
purchase of equity totaling $275,794. 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)
lowered expenses.

Other non-operating income was $168,667 for the three months ended September 30,
2003. While under the protection of Chapter 11, the Company has the right to
review all executory contracts in place on the date of "the Filing" (May 13,
2003) and either accept or reject these contracts in the proposed Plan of
Reorganization. On or about October 10, 2001, IBM Credit and the Company entered
into a Term Lease Master Agreement (TLMA) for approximately $260,000 in computer
hardware and the use of certain software and services. Pursuant to the TLMA, IBM
Credit and the Company entered into a Supplement dated on or about April 24,
2002. The TMLA and the Supplement represented the official lease contract. The
lease contract was for a term of 48 months at a monthly rate of $6,583. The
Company recorded the lease contract as a capital lease and booked an asset and
corresponding capital lease obligation and sales tax payable in the amount of
$259,573. Under the protection of Chapter 11, the Company elected to reject the
lease contract and returned the leased hardware to IBM on August 28, 2003. On
August 28, 2003, the Bankruptcy Court approved an order granting "IBM Credit
LLC's Motion to Compel Assumption or Rejection of executory Contract". As of
August 28, 2003, the net book value of the equipment recorded as an asset under
the capital lease obligation totaled $14,413. As of August 28, 2003, the capital
lease liability totaled $183,078. Accordingly the company recognized a gain on
debt settlement (other income) totaling $168,667.

Interest expense for the quarter ended September 30, 2003 was $5,090 compared to
$172,211 in 2002. Lower interest expense in 2003 resulted primarily 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 July 1, 2003
to September 30, 2003 was $61,064. 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. In addition,
interest charges were incurred in 2002 for the amortization of debt discount and
deferred financing charges in relation to the private placement financings that
occurred in the second and third quarters of 2002.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002

Revenues for the nine months ended September 30, 2003 were $182,040 compared to
$256,524 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 $1,113,015 for the nine months ended September 30, 2003
compared to $2,003,715 for the nine months ended September 30, 2002. This 44%
decrease in operating expenses was primarily attributable to bad debt expense
incurred in 2002 resulting from the write-off of notes receivable for the
purchase of equity totaling $275,794 and 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.

                                       13
<PAGE>

Other Income was $634,985 for the nine months ended September 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. While under the protection of
Chapter 11, the Company has the right to review all executory contracts in place
on the date of "the Filing" (May 13, 2003) and either accept or reject these
contracts in the proposed Plan of Reorganization. On or about October 10, 2001,
IBM Credit and the Company entered into a Term Lease Master Agreement (TLMA) for
approximately $260,000 in computer hardware and the use of certain software and
services. Pursuant to the TLMA, IBM Credit and the Company entered into a
Supplement dated on or about April 24, 2002. The TMLA and the Supplement
represented the official lease contract. The lease contract was for a term of 48
months at a monthly rate of $6,583. The Company recorded the lease contract as a
capital lease and booked an asset and corresponding capital lease obligation and
sales tax payable in the amount of $259,573. Under the protection of Chapter 11,
the Company elected to reject the lease contract and returned the leased
hardware to IBM on August 28, 2003. On August 28, 2003, the Bankruptcy Court
approved an order granting "IBM Credit LLC's Motion to Compel Assumption or
Rejection of executory Contract". As of August 28, 2003, the net book value of
the equipment recorded as an asset under the capital lease obligation totaled
$14,413. As of August 28, 2003, the capital lease liability totaled $183,078.
Accordingly the company recognized a gain on debt settlement (other income)
totaling $168,667.

Interest expense for the nine months ended September 30, 2003 was $128,987
compared to $295,460 in 2002. Lower interest expense in 2003 resulted primarily
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 September 30, 2003 was $93,238. 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 nine-month period ended September
30, 2003 and 2002 totaled $677,663 and $1,110,813, 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 $604,789 for the nine months ended
September 30, 2003 and $877,365 for the nine months ended September 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.

Pre-Petition Debt
-----------------

At September 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.

                                       14
<PAGE>

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, a former 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 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. On November 24, 2003,
the Company appeared in the United States Bankruptcy Court, Western District of
Texas, Austin Division, before the Honorable Frank R. Monroe, for a hearing on
confirmation of the Plan of Reorganization. Accordingly, the judge signed an
order stating that the Plan of Reorganization was confirmed. The confirmed Plan
of Reorganization will become binding and non-appealable on December 4, 2003.

Post-Petition Debt
------------------

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.

On August 29, the Bankruptcy Court approved a second order granting eClickMD,
Inc.'s (the debtor's) second 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 an increased amount of debt, up to $425,457 from May 20, 2003 through
September 30, 2003, by executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on July 1, 2003, August 1, 2003 and September 5, 2003 the Company
issued Senior Secured Promissory Notes to Gryphon Opportunities Fund I, LLC in
the amounts of $70,494, $89,084 and $67,152, respectively, with interest at 5%
per annum, payable on demand.

                                       15
<PAGE>

On October 6, 2003, the Bankruptcy Court approved a third order granting
eClickMD, Inc.'s (the debtor's) third 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 $319,923 from October 1, 2003 through December 31, 2003, by
executing the Financing Agreement.

Post-petition borrowings approved by the court for the period of May 20, 2003
through December 31, 2003 total $745,380.

As of the date of this filing, borrowings under this post-petition financing
agreement total $544,490.

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

BANKRUPTCY ACCOUNTING

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 September 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 September 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.

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) as amended
by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment to FASB Statement No. 123." 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.

                                       16
<PAGE>

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.

                                       17
<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 September 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 judgment 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 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 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 September 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.

                                       18
<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.

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 September 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 September 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.

                                       19
<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  Post Petition Senior Secured Promissory Note dated July 1, 2003 by
           and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in
           the amount of $70,494
      4.2  Security Agreement dated July 1, 2003 by and between eClickMD, Inc.
           and Gryphon Opportunities Fund I, LLC
      4.3  Post Petition Senior Secured Promissory Note dated August 1, 2003 by
           and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in
           the amount of $89,084
      4.4  Security Agreement dated August 1, 2003 by and between eClickMD, Inc.
           and Gryphon Opportunities Fund I, LLC
      4.5  Post Petition Senior Secured Promissory Note dated September 5, 2003
           by and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC
           in the amount of $67,152
      4.6  Security Agreement dated September 5, 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

        None.

                                       20
<PAGE>

                                   SIGNATURES


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

                                        eClickMD, Inc.



Date:  November 25, 2003                By: /s/ NEIL BURLEY
                                            ------------------------------------
                                            Neil Burley,
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)

                                       21