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, 2002 Commission File No. 0-29804

                                 eClickMD, INC.

               (Exact name of registrant as specified in charter)


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

   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, 2002, there were 21,190,688 shares of common stock, $.001
par value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES [ ]   NO [X]

<PAGE>

eClickMD, INC.
                               SEPTEMBER 30, 2002
                                      INDEX

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

      Item 1.  Financial Statements

               Consolidated Balance Sheets as of September 30, 2002
               (unaudited) and December 31, 2001                              2

               Consolidated Statements of Operations (unaudited) for the
               three months ended September 30, 2002 and 2001                 3

               Consolidated Statements of Operations (unaudited) for the
               nine months ended September 30, 2002 and 2001                  4

               Consolidated Statements of Cash Flows (unaudited) for the
               nine months ended September 30, 2002 and 2001                  5

               Notes to Consolidated Financial Statements (unaudited)         6

      Item 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                     10

      Item 3.  Controls and Procedures                                       14

PART II        OTHER INFORMATION

      Item 1.  Legal Proceedings                                             15

      Item 2.  Changes in Securities and Use of Proceeds                     16

      Item 3.  Defaults Upon Senior Securities                               16

      Item 4.  Submission of Matters to a Vote of Security Holders           16

      Item 5.  Other Information                                             16

      Item 6.  Exhibits and Reports on Form 8-K                              16

SIGNATURES                                                                   17

CERTIFICATIONS                                                               18

                                       1
<PAGE>

                        ECLICKMD, INC  AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
              September 30, 2002 (UNAUDITED) and December 31, 2001
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
                                                                                        2002
                                                                                     (Unaudited)         2001
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
Current assets
  Cash and cash equivalents                                                         $     46,133     $    290,222
  Accounts receivable - trade, net of allowance for doubtful
  accounts of $82,315 (unaudited) and $31,706 at September 30, 2002 and
  December 31, 2001, respectively                                                         16,612           16,543
  Other current assets                                                                    13,564            5,802
                                                                                    ------------     ------------
      Total current assets                                                                76,309          312,567

Property and equipment, net of accumulated depreciation of
  $412,788 (unaudited) and $296,007 at September 30, 2002 and
  December 31, 2002, respectively                                                        146,175          252,313
Deferred financing fees, net of accumulated amortization of $35,271
  (unaudited) at September 30, 2002                                                       50,383              -

Other Assets                                                                              21,584              -

                                                                                    ------------     ------------
      Total assets                                                                  $    294,451     $    564,880
                                                                                    ============     ============

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

Current liabilities
  Line of credit                                                                    $    360,000     $    360,000
  Current notes payable (including $145,383 (unaudited) and
    $130,060 to related parties at September 30, 2002 and
    December 31, 2001, respectively)                                                     435,343          152,307
  Convertible notes and debentures - current maturities
    (including $51,250 to related parties at September 30, 2002 (unaudited)
    and December 31, 2001, respectively), net of unamortized debt
    discount of $72,005 at September 30, 2002 (unaudited)                              1,406,129          174,350
  Customer deposits                                                                       18,625              -
  Payable to related parties                                                             431,843          381,493
  Accounts payable (including $22,202 and $19,230 to related parties at
    September 30, 2002 (unaudited) and December 31, 2001, respectively)                  671,776          904,394
  Accrued payroll tax liabilities                                                         23,674          129,649
  Capital lease obligation payable - current maturities                                   52,299              -
  Accrued liabilities                                                                    421,660          213,294
                                                                                    ------------     ------------
      Total current liabilities                                                        3,821,349        2,315,487

Capital lease obligation, net of current portion                                         156,989              -

Long-term notes payable (including $69,810 (unaudited) and $64,810
  to a related party at September 30, 2002 and December 31, 2001, respectively)          152,570          123,805

Long-term convertible notes and debentures                                               608,695        1,919,116

Shareholders' deficit
  Preferred stock - $0.001 par value; 15,000,000 shares authorized,
    no shares issued and outstanding                                                         -                -
  Common stock - $0.001 par value; 50,000,000 shares authorized,
    21,190,688 (unaudited) and 17,121,368 shares issued and outstanding
    at September 30, 2002 and December 31, 2001, respectively                             21,191           17,121
  Additional paid-in capital                                                           6,204,159        5,100,419
  Receivable for the purchase of equity                                                        -         (275,794)
  Accumulated deficit                                                                (10,670,502)      (8,635,274)
                                                                                    ------------     ------------
      Total shareholders' deficit                                                     (4,445,152)      (3,793,528)
                                                                                    ------------     ------------

      Total liabilities and shareholders' deficit                                   $    294,451     $    564,880
                                                                                    ============     ============
</TABLE>

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

                                        2
<PAGE>

                        ECLICKMD, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                    2002             2001
                                                                ------------     ------------
<S>                                                             <C>              <C>
Revenues                                                        $     79,936     $     96,485

Operating expenses
 Cost of revenues                                                     73,697           44,312
 Research & development costs                                          6,004           21,497
 Selling, general & administrative                                   639,922          329,278
                                                                ------------     ------------

 Operating loss                                                     (639,687)        (298,602)

Other income                                                               -            2,261
Interest expense                                                    (172,211)         (39,044)

                                                                ------------     ------------
 Net loss                                                       $   (811,898)    $   (335,385)
                                                                ============     ============

Net loss per common share - basic and diluted                   $      (0.04)    $      (0.02)
                                                                ============     ============
Weighted-average number of common shares outstanding - basic
 and diluted                                                      20,944,784       14,344,396
                                                                ============     ============
</TABLE>

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

                                        3
<PAGE>

                        ECLICKMD, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                    2002             2001
                                                                ------------     ------------
<S>                                                             <C>              <C>
Revenues                                                        $    256,524     $    322,641

Operating expenses
 Cost of revenues                                                    197,126          201,720
 Research & development costs                                         61,542           78,247
 Selling, general & administrative                                 1,745,047        1,054,018
                                                                ------------     ------------

 Operating loss                                                   (1,747,191)      (1,011,344)

Other income                                                           7,423            2,337
Interest expense                                                    (295,460)        (172,503)

                                                                ------------     ------------
 Net loss                                                       $ (2,035,228)    $ (1,181,510)
                                                                ============     ============

Net loss per common share - basic and diluted                   $      (0.10)    $      (0.09)
                                                                ============     ============
Weighted-average number of common shares outstanding - basic
 and diluted                                                      19,550,254       12,974,275
                                                                ============     ============
</TABLE>

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

                                        4
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                                        2002             2001
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
Cash flows from operating activities
  Net loss                                                                          $ (2,035,228)    $ (1,181,510)
  Adjustments to reconcile net loss to net cash used in operating activities
    Depreciation                                                                         116,780          116,132
    Stock issued for services                                                            220,000           39,350
    Fair value of stock options issued for services                                       33,309              -
    Write-off of receivable for the purchase of equity                                   275,794              -
    Amortization of deferred financing fees                                               35,271           80,836
    Amortization of debt discount                                                         80,624              -
    Gain on settlement of liability                                                       (6,240)             -
  Increases and decreases in working capital accounts:
    Accounts receivable - trade                                                              (70)         (30,595)
    Other assets                                                                         (29,347)          (8,296)
    Customer deposits                                                                     18,625           23,370
    Accounts payable                                                                      77,279          218,711
    Accrued liabilities                                                                  102,390          365,534
                                                                                    ------------     ------------
       Cash flows used in operating activities                                        (1,110,813)        (376,468)

Cash flows from investing activities
  Purchases of property and equipment                                                    (10,641)            (932)

Cash flows from financing activities
  Bank overdraft                                                                             -            (37,240)
  Payments on capital lease obligation                                                   (29,751)             -
  Payments on convertible notes payable and debentures                                    (5,000)             -
  Deferred financing fees                                                                (61,476)
  Borrowings on convertible notes payable and debentures                                 607,059          147,350
  Borrowings from related parties                                                         50,350          179,194
  Borrowings on notes payable (including $15,282 from related parties in 2002)           255,282           74,545
  Payments on notes payable                                                               (8,099)             -
  Exercise of stock options                                                               69,000           28,972
                                                                                    ------------     ------------
       Cash flows provided by financing activities                                       877,365          392,821

Net increase (decrease) in cash and cash equivalents                                    (244,089)          15,421

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

Cash and cash equivalents, end of period                                            $     46,133     $     22,020
                                                                                    ============     ============
Supplemental disclosures for cash flow information:
  Cash paid during the period for:
    Interest                                                                        $     18,968     $      9,035
                                                                                    ============     ============
    Income Taxes                                                                    $        -       $        -
                                                                                    ============     ============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES
    Refinancing of equipment through capital lease                                  $    239,039     $        -
                                                                                    ============     ============
    Refinance account payable through note payable                                  $     64,618     $        -
                                                                                    ============     ============
    Conversion of notes payable and accrued interest to common stock                $    608,696     $  1,256,259
                                                                                    ============     ============
    Warrants issued in connection with convertible debentures
      recorded as debt discount                                                     $     80,340     $        -
                                                                                    ============     ============
    Common stock issued in connection with convertible debentures                   $     96,465     $        -
                                                                                    ============     ============
    Issuance of stock for notes receivable                                          $        -       $    191,292
                                                                                    ============     ============
</TABLE>

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

                                        5
<PAGE>

                         ECLICKMD, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION

The interim financial statements of eClickMD, Inc. and Subsidiaries (the
"Company" or "eClick") at September 30, 2002, and for the three and nine months
ended September 30, 2002 and 2001, are unaudited, and include all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation. The December 31, 2001 balance sheet was
derived from the balance sheet included in the Company's audited financial
statements as filed on Form 10-KSB for the year ended December 31, 2001. Certain
amounts previously reported in prior interim financial statements have been
reclassified to conform to the 2002 presentation.

The accompanying unaudited interim financial statements are for interim periods
and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's audited
financial statements included in the 10-KSB for the year ended December 31,
2001. The accompanying unaudited interim financial statements for the three and
nine months ended September 30, 2002 are not necessarily indicative of the
results which can be expected for the entire fiscal year.

2. GOING CONCERN

The consolidated financial statements for the three and nine months ended
September 30, 2002 and the year ended December 31, 2001 were prepared on the
assumption the Company will continue as a going concern. The Company sustained
net losses of $2,035,228 and $3,938,685 during the nine months ended September
30, 2002 and the year ended December 31, 2001, respectively, and has accumulated
losses through September 30, 2002 of $10,670,502. Cash used in operating
activities for the same periods aggregated $1,110,813 and $1,586,522,
respectively. Total liabilities at September 30, 2002 of $4,739,603 (including
approximately $24,000 to the Internal Revenue Service for delinquent payroll
taxes) exceed total assets of $294,451. As of the date of this filing, the
Company is unable to meet all of its short-term obligations as they fall due and
has substantial amounts outstanding with key vendors. In addition, the Company
has contingent liabilities, as further discussed in Note 10, that could further
impact its liquidity.

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

Since December 31, 2001, the Company has been successful in raising additional
capital through issuances of debt and equity with gross proceeds totaling
approximately $1.3 million. This fund raising has contributed to the Company's
ability to meet some of its short-term obligations and stabilize operations. It
has also allowed for infrastructure investments that will enable the company to
grow. See Management's Discussion and Analysis for a more in-depth disclosure of
the Company's business model growth plans.

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.

                                        6
<PAGE>

4. CONVERTIBLE NOTES AND DEBENTURES

At September 30, 2002 the Company had outstanding convertible notes totaling
$158,000 which were issued in 1999 with a conversion rate of $2.00 per share,
$585,000 of convertible notes issued in 2000 with a conversion rate equal to the
principle plus accrued interest at the conversion date divided by the price per
share of equity instruments sold in the next financing transaction, $608,695 of
convertible notes issued in 2001 with a conversion rate of the lower of $1.00
per share of common stock or 80 percent of the fair market value of the common
stock, $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
$535,054, net of unamortized debt discount of $72,005, of convertible notes
issued in 2002 with a conversion rate equal to the lesser of $1.25 per share or
150% of the market price.

5. NOTES PAYABLE

On September 27, 2002 the Company issued a Promissory Note to Gryphon
Opportunity Fund I, LLC in the amount of $40,000 with interest at 8% per annum
which matured at the earliest of October 27, 2002 or upon completing its first
closing of the $2 million offering with Gryphon Financial Securities Corporation
as placement agent. See detailed explanation below regarding the Placement
Agency Agreement ("the September 30th Agreement") with Gryphon Financial
Securities Corporation. As of the date of this filing, this promissory note plus
accrued interest, totaling $40,193 was repaid in full.

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. (Cause Number 263219). 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.

On April 9, 2002 the Company issued a Promissory Note to Gryphon Opportunity
Fund I, LLC in the amount of $100,000 with interest at 6% per annum which
matured at the earliest of July 10, 2002 or upon completion of a financing round
of a minimum of $500,000. Again on May 7, 2002 an additional Promissory Note was
issued by the Company to Gryphon Opportunity Fund I, LLC for $100,000 with
interest at 6% per annum which matured at the earliest of August 7, 2002 or upon
completion of a financing round of a minimum of $500,000. As of the date of this
filing, both of these notes are fully matured but have not been paid.

For the nine month period ended September 30, 2002 Notes Payable has increased
for accrued interest of $15,283.

6.  DEFERRED FINANCING FEES

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

7.  CAPITAL LEASE OBLIGATION

During April 2002, the Company refinanced accounts payable in the amount of
$239,039 through a capital lease with a financing company. The assets and
liabilities related to the equipment under capital lease are recorded at the
lower of the present value of the minimum lease payment or the fair value of the
asset.

Minimum future lease payments under the capital lease as of September 30, 2002
are as follows:

                                2002     $  19,749
                                2003        75,504
                                2004        75,504
                                2005        75,504
                                2006        11,822
   Less amount representing interest       (48,795)
                                         ---------
            Present value of minimum
                       Lease payment     $ 209,288
                Less current portion       (52,299)
                                         ---------
        Lease obligation - long term     $ 156,989
                                         =========

                                       7
<PAGE>

8.  SHAREHOLDERS' DEFICIT

During the nine months ended September 30, 2002, $608,696 of convertible notes
and debentures were converted to 2,843,045 shares of the Company's common stock.
The Company issued 424,942 shares of common stock valued at $96,465 and warrants
to purchase 394,589 shares of common stock valued at $80,340 associated with the
issuance of convertible notes and debentures and recognized expense of $33,309
related to stock options granted for services in a prior period. The Company
issued 301,333 shares of common stock as a result of the exercise of stock
options for cash totaling $69,000. In addition, the Company issued 250,000
shares of common stock for financial consulting services and 250,000 shares of
common stock for compensation services valued at $187,500 and $32,500,
respectively.

9. TREATMENT OF CERTAIN STOCK OPTIONS FOR DISPUTED SERVICES

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

10. CONTINGENCIES

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

The Company was previously indebted to a vendor for the purchase of computer
equipment in the amount of approximately $260,000 which in prior periods was
included in accounts payable. The vendor has filed a suit to collect payment.
During the 2nd Quarter of 2002 the Company successfully negotiated a lease
agreement with the original manufacturer of the equipment. The vendor, in turn,
sold the equipment to the original manufacturer and the Company entered into a
four year capital lease agreement with the manufacturer. Rental payments on this
leasing facility commenced in May of 2002. The vendor has agreed to release the
Company from the lawuit. As of the date of this filing, this release has not
been obtained by the Company.

                                        8
<PAGE>

11. RECEIVABLES FOR THE PURCHASE OF EQUITY

Receivables for the purchase of equity from directors, officers, employees and
contractors totaling $275,794 were determined to be uncollectible and
written-off to operations in the third quarter of 2002.

12. SUBSEQUENT EVENT

On September 30, 2002 the Company entered into a Placement Agency Agreement
("the September 30th Agreement") with Gryphon Financial Securities Corp. (the
Placement Agent), to act as the exclusive placement agent, on a reasonable best
efforts basis, in connection with the private placement of Units, each Unit
consisting of (1) ten (10) shares of its Series A Convertible Preferred Stock
(the "Preferred Shares"), and (2) a five (5) year warrant ("the warrants") to
purchase thirty-three and one-third (33.33%) percent of the aggregate number of
shares of common stock, par value $.001 per share of the Company (the "Common
Stock"), initially issuable upon conversion of the Preferred Shares (the
"Warrant Shares"), at an offering price of $100,000 per unit. The Placement
Agent will sell on a reasonable best efforts basis a minimum of $250,000 of
Units (the "Minimum Offering") and up to a maximum of $1,500,000 of Units (the
"Maximum Offering"). The Placement Agent reserves the right to sell up to an
additional $500,000 of Units (the "Over Allotment Securities"). The September
30th Agreement expires on February 15, 2003.

Subsequent to September 30, 2002 and pursuant to the Placement Agency Agreement
("the September 30th Agreement") dated September 30th, 2002 with Gryphon
Financial Securities Corporation (the Placement Agent), the Company received
funds through a private placement. Aggregate gross proceeds of the financing
through November 5, 2002 were $500,000. The Company paid commissions of 8.5%,
paid certain expenses of the financing and realized net proceeds of
approximately $390,407 after repayment of the September 27, 2002 Promissory Note
to Gryphon Opportunities Fund I, LLC, in the amount of $40,000 plus accrued
interest. In the financing the Company issued an aggregate of 50 shares of
Series A Preferred Stock, $10,000 per share. The placement agent and the
investor in the financing received warrants to purchase an aggregate of 493,334
shares of common stock at an exercise price of $1.00 per share with 160,000
warrants issued to the Placement Agent and 333,334 warrants issued to the
investor. These warrants expire in October and November of 2007.

                                       9
<PAGE>

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

                           Forward Looking Statements

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

Overview

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

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

Results of Operations

Three Months Ended September 30, 2002 Compared to Three Months Ended
September 30, 2001

Revenues for the three months ended September 30, 2002 were $79,936 compared to
$96,485 for the same period in 2001. Fewer customers were billed in 2002 as a
result of a year-end review of accounts receivable, where a significant number
of customers with aged receivable balances were assigned former client status.
In addition, as the Company maximized available resources in 2001 and 2002,
fewer sales and marketing programs existed.

Operating expenses were $719,623 for the three months ended September 30, 2002
compared to $395,087 for the three months ended September 30, 2001. This 82%
increase 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 higher financial consulting expenses
related to debt financing.

Interest expense for the quarter ended September 30, 2002 was $172,211 compared
to $39,044 in 2001. Higher interest expense resulted from a higher debt load in
year 2002 coupled with interest charges incurred for the 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.

                                       10
<PAGE>

Nine Months Ended September 30, 2002 Compared to Nine Months Ended
September 30, 2001

Revenues for the nine months ended September 30, 2002 were $256,524 compared to
$322,641 in the same period in 2001. Fewer customers were billed in 2002 as a
result of a year-end review of accounts receivable at December 31, 2001, where a
significant number of customers with aged receivable balances were assigned
former client status. Also contributing to lower revenues were non-recurring
revenues booked in the second quarter of 2001. Finally, as the Company maximized
available resources in 2001 and in 2002 fewer sales and marketing programs
existed.

Operating expenses were $2,003,715 for the nine months ended September 30, 2002
compared to $1,333,985 for the nine months ended September 30, 2001. This 50%
increase 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 expenses accrued at September 30, 2002
for outstanding legal settlement obligations. In addition, expenses incurred for
stock options issued for services in relation to the private placement financing
that occurred in the second and third quarters of 2002 contributed to higher
operating expenses in 2002. Lastly, higher selling, general and administrative
expenses resulting from hiring increases in the areas of management and sales
that occurred in the fourth quarter of 2001 drove higher salaries and wages and
other employee-related expenses in 2002.

Interest expense for the nine months ended September 30, 2002 was $295,460
compared to $172,503 in 2001. Higher interest expense resulted from a higher
debt load in year 2002 coupled with interest charges incurred for the
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.

Business Model Growth Plans

The Company has several initiatives in place that management believes will
result in the restoration of revenue growth and long-term profitability.
Additional investor funding has been secured (see Note 11), hiring of technical,
customer support and managerial positions has begun, and the Company has hired a
Chief Operating Officer who brings tremendous value and experience to the
execution of business model.

The Company has transitioned its peer-to-peer software solution to a highly
scaleable platform for mid to large-sized enterprises. This new platform allows
the Company to leverage its home health care and physician network by adding
connections to medical equipment companies, pharmacies, nursing homes, hospices,
hospitals, research communities, lab companies and insurance payors, all of whom
must conform to HIPAA. This technology shift has been completed and pilot
programs are currently underway with leading health care providers. Current
signed contracts, alone, when fully implemented in the next twelve months will
triple the revenue base of the company.

Market demand for the company's product continues to grow at unprecedented
rates. A significant and distinct market advantage eClickMD has over other
technology companies is the ability to penetrate the coveted physician's
desktop. Unlike other HIPAA-compliant solutions that focus on the billing side
of a practice, eClickMD automates physician workflow at the point of
patient-care management. This difference enables health care professionals to
meet regulatory compliance without changing their normal workflow pattern.
Typically, an intense paper or fax transaction sequence occurs between
physicians and health care providers to manage the plan of care, report changes
in condition, document verbal orders, report clinical oversight and process
billing activities. Physicians are attracted to eClickMD's solution for its
simplicity, convenience, and ability to generate additional revenue through Care
Plan Oversight (CPO) billing. This additional source of Medicare revenue for
reviewing and approving home health and hospice patient orders is virtually
untapped, and can add $30,000 or more a year to a typical small practice.
eClickMD uses a direct sales model to deliver its Web services technology.
Revenue is generated through licensing fees from health care providers and
private labeling by third parties, and transaction fees associated with the
billing of physician CPO.

Dr. Richard Corlin, President of the American Medical Association, has placed
his full endorsement and support behind the company and its technology by
accepting the chairmanship of the Board of Directors of eClickMD. This brings
far-reaching and national attention to the company. Dr. Corlin serves on no
other "for profit" corporate boards.

The Company has been retooling its management team to put in place the requisite
operational skills to compliment its health care and software development
acumen. Bob Rice, CEO, founded several companies in the home health care
industry, and is recognized by the industry as a leader in workflow automation.
Bob Woodrow, recently recruited board member and COO, is an accomplished
professional with a track record of fixing and running evolving and large scale
software and technology firms. Neil Burley, CFO, has extensive experience in the
financial and strategic development activities of several publicly traded and

                                       11
<PAGE>

privately held companies, including technology companies. Jason Streit, CTO is a
consummate software developer, having led programming teams for several large
enterprises. An additional recent hire, Eugene Fry, brings considerable
strategic marketing and business development experience and accomplishment to
the Company. Anne Worthington, a strategic addition, has in a matter of months
already built a substantial sales pipeline and now directs that critical effort.

Liquidity and Capital Resources

Net cash used by operating activities for the nine months ended September 30,
2002 and 2001 totaled $1,110,813 and $376,468, respectively. Increased net uses
of cash in 2002 resulted primarily from lower revenues and higher operating
expenses resulting from hiring in the areas of management and sales in the
fourth quarter of 2001.

Net cash provided by financing activities was $877,365 for the nine months ended
September 30, 2002 and $392,821 for the nine months ended September 30, 2001 and
consisted primary of borrowings on convertible notes payables and debentures,
exercise of stock options for cash and other borrowings of notes payable,
including related parties in 2002 and 2001.

At September 30, 2002 the Company had outstanding convertible notes totaling
$158,000 which were issued in 1999 with a conversion rate of $2.00 per share,
$585,000 of convertible notes issued in 2000 with a conversion rate equal to the
principle plus accrued interest at the conversion date divided by the price per
share of equity instruments sold in the next financing transaction, $608,695 of
convertible notes issued in 2001 with a conversion rate of the lower of $1.00
per share of common stock or 80 percent of the fair market value of the common
stock, $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
$535,052, net of unamortized debt discount of $72,005, of convertible notes
issued in 2002 with a conversion rate equal to the lesser of $1.25 per share or
150% of the market price.

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

On April 9, 2002 the Company issued a Promissory Note to Gryphon Opportunity
Fund I, LLC in the amount of $100,000 with interest at 6% per annum which
matured at the earliest of July 10, 2002 or upon completion of a financing round
of a minimum of $500,000. Again on May 7, 2002 an additional Promissory note was
issued by the Company to Gryphon Opportunity Fund I, LLC for $100,000 with
interest at 6% per annum which matured at the earliest of August 7, 2002 or upon
completion of a financing round of a minimum of $500,000. As of the date of this
filing, both of these notes are fully matured but have not been paid.

On April 29, 2002 the Company entered into a Placement Agency Agreement ("the
Agreement") with Gryphon Financial Securities Corp. (the Placement Agent), to
act as the exclusive placement agent, on a reasonable best efforts basis, in
connection with the private placement of Units, each Unit consisting of (1) a
$50,000 aggregate principal amount senior subordinated convertible promissory
note of the Company bearing interest at the rate of 7.5% per annum (the
"notes"), (2) 25,000 shares of common stock, par value $.001 per share of the
Company (the "Common Stock") and (3) a five (5) year warrant ("the warrants") to
purchase 25,000 shares of Common Stock at an exercise price of $0.75 per share.
In the offering, the Placement Agent sold on a reasonable best efforts basis a
minimum of $100,000 of Units and up to a maximum of $500,000 of Units ("the
Financing"). The Placement Agent reserved the right to sell up to an additional
$250,000 of Units (the "Over Allotment Securities"). The Agreement expired on
August, 18, 2002.

The aggregate gross proceeds of the financing , through September 30, 2002 were
$521,429. The Company paid commissions of 7%, paid certain expenses of the
financing and realized net proceeds of approximately $465,973 on the financing.
In the financing, the Company issued an aggregate of $521,429 of principal
amount of 7.5% senior promissory notes having a 180 day maturity. The Notes are
convertible into common stock at the lower of $1.25 per share or 150% of the
stock price on the conversion date. The placement agent and investors in the
financing received warrants to purchase an aggregate of 338,949 shares of common
stock at an exercise price of $.75 per share. These warrants expire in June
through August of 2007. In addition, the placement agent and investors in the
financing received shares of common stock totaling 365,022 shares.

                                       12
<PAGE>

On August 28, 2002 the Company issued a 7.5% senior promissory note having a 180
day maturity to an investor, Gryphon Opportunities Fund I, LLC in the amount of
$85,600 for a loan made to the Company on the same terms and conditions as
stipulated in the April 29, 2002 Placement Agency Agreement with Gryphon
Financial Securities Corp. Net proceeds of the loan totaled $79,608 after paying
a 7% commission. This Note is convertible into common stock at the lower of
$1.25 per share or 150% of the stock price on the conversion date. The placement
agent and the investor received warrants to purchase an aggregate of 55,640
shares of common stock at an exercise price of $.75 per share. These warrants
expire in August of 2007. In addition, the placement agent and the investor
received shares of common stock totaling 59,920 shares.

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. (Cause Number 263219). 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.

On September 27, 2002 the Company issued a Promissory Note to Gryphon
Opportunity Fund I, LLC in the amount of $40,000 with interest at 8% per annum
which matured at the earliest of October 27, 2002 or upon completion of its
first closing of the $2 million offering with Gryphon Financial Securities
Corporation as placement agent. See detailed explanation below regarding the
Placement Agency Agreement ("the September 30th Agreement") with Gryphon
Financial Securities Corporation. As of the date of this filing, this promissory
note plus accrued interest, totaling $40,193 was repaid in full.

On September 30, 2002 the Company entered into a Placement Agency Agreement
("the September 30th Agreement") with Gryphon Financial Securities Corp. (the
Placement Agent), to act as the exclusive placement agent, on a reasonable best
efforts basis, in connection with the private placement of Units, each Unit
consisting of (1) ten (10) shares of its Series A Convertible Preferred Stock
(the "Preferred Shares"), and (2) a five (5) year warrant ("the warrants") to
purchase thirty-three and one-third (33.33%) percent of the aggregate number of
shares of common stock, par value $.001 per share of the Company (the "Common
Stock"), initially issuable upon conversion of the Preferred Shares (the
"Warrant Shares"), at an offering price of $100,000 per unit. The Placement
Agent will sell on a reasonable best efforts basis a minimum of $250,000 of
Units (the "Minimum Offering") and up to a maximum of $1,500,000 of Units (the
"Maximum Offering"). The Placement Agent reserves the right to sell up to an
additional $500,00 of Units (the "Over Allotment Securities"). The September
30th Agreement expires on February 15, 2003.

Subsequent to September 30, 2002 and pursuant to the Placement Agency Agreement
("the September 30th Agreement") dated September 30th, 2002 with Gryphon
Financial Securities Corporation (the Placement Agent), the Company received
funds through a private placement. Aggregate gross proceeds of the financing
through November 5, 2002 were $500,000. The Company paid commissions of 8.5%,
paid certain expenses of the financing and realized net proceeds of
approximately $390,407 after repayment of the September 27, 2002 Promissory Note
to Gryphon Opportunities Fund I, LLC, in the amount of $40,000 plus accrued
interest. In the financing the company issued an aggregate of 50 shares of
Series A Preferred Stock, $10,000 per share. The placement agent and the
investor in the financing received warrants to purchase an aggregate of 493,334
shares of common stock at an exercise price of $1.00 per share with 160,000
warrants issued to the Placement Agent and 333,334 warrants issued to the
investor. These warrants expire in October and November of 2007.

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

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

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

                                       13
<PAGE>

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

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

Stock-Based Compensation

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

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 data
of the fair value of the equity instrument issued is the earlier of the date on
which the counterparty's performance is complete or the date on which it is
probable that performance will occur.

Item 3. Controls and Procedures

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

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

                                       14
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

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

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

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

Cause No. 67-190588-01: 67th Judicial District Court of Travis County, Texas.
Fred Klutts vs. LEP Capital & Consulting Inc., John W. Pittman, Link.Com k/n/a
eClickMD. 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. Accordingly, at September 30, 2002 The Company has recorded a
liability in the amount of approximately $30,471 for payment of the note plus
accrued interest.

Case No. 258052: Travis County Court 1, Travis County, Texas. Immedient Inc. vs.
eClickMD, Inc. Lawsuit filed for collection of debt. A "No-Answer Final Default
Judgment" was rendered upon the defendant on April 24, 2002. eClickMD, Inc.
settled the matter with the plaintiff on July 10th and as of the date of this
filing has fully paid the mutually agreed settlement obligation.

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 the collection of 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 this filing has fully
paid the mutually agreed settlement obligation.

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.

Cause No. 041385; GTECH Corporation v. eClickMD, Inc. f/k/a Link.com; Justice
Court, Precinct 1, Travis County, Texas. Lawsuit filed for eviction. The Company
vacated the premises on June 19, 2002. As of the date of this filing, the
Company has satisfied its obligations under this lawsuit.

                                       15
<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 $50,000 plus
accrued interest. The plaintiffs are also demanding reasonable attorney's fees
and court costs. As of the date of this filing, the Company has received notices
of written discovery from the plaintiffs. At September 30, 2002 the full amount
of this liability is recorded in the Company's accounts.

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. As of the date of this filing the company has
responded to Plaintiff's Request for Disclosure. The Company is negotiating a
settlement offer at the time of this filing and cannot estimate the amount of
any settlement.

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

         3.1   Certificate of Voting Powers, Designations, Preferences and
               Rights of Series A Convertible Preferred Stock of the Company
         4.4   Agent Warrant Agreement - Summary of transactions from April 29,
               2002 through September 30, 2002
         4.5   Investor Warrant Agreement - Summary of transactions from April
               29, 2002 through September 30, 2002
         4.6   Investor Note Agreement - Summary of transactions from April 29,
               2002 through September 30, 2002
         10.1  Placement Agency Agreement Dated September 30, 2002 between the
               Company and the Placement Agent
         99.1  Certification Pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         99.2  Certification Pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    b)   REPORTS ON FORM 8-K

         None.

                                       16
<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 12, 2002               By: /s/ MARION ROBERT RICE
                                           -------------------------------------
                                           Marion Robert Rice,
                                           President and Chief Executive Officer
                                           (Principal Executive)


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


                                       17
<PAGE>

                                 CERTIFICATIONS

I, Marion Robert Rice, certify that:

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

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

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

4.)  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

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

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

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


Date: November 12, 2002

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

                                       18
<PAGE>

I, Neil Burley, certify that:

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

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

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

10.) The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

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

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

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


Date: November 12, 2002

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


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