SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2002

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-29804

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

                                     NEVADA
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   82-0255758
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                     (I.R.S. Employer Identification Number)

               3001 Bee Caves Road, Suite 250, Austin, Texas 78746
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                    (Address of principal executive offices)

Registrant's telephone number, including area code: (512) 439-3900 Securities
registered pursuant to Section 12(b) of the Act: None, Securities registered
pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                                (Title of class)

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 Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Report on Form 10-KSB or any
amendment to this Report on Form 10-KSB. ____

The issuer's revenues for its most recent fiscal year ended December 31, 2002
were $322,586.

The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the Registrant as of March 31, 2003
(based upon the closing price) was $587,386.

Issuers involved in Bankruptcy Proceedings During the Past Five Years. Not
Applicable.
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The number of shares of the issuer's Common Stock, par value $.001 per share,
outstanding as of December 31, 2002 was 21,190,688 of which 6,526,509 shares
were held by non-affiliates.

Documents Incorporated by Reference. Yes.

Transitional Small Business Issuer Format. Yes [ ] No [X]

                                  RISK FACTORS

Some of the information in this Report on Form 10-KSB contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as may, will, expect, anticipate,
believe, estimate, and continue or similar words. You should read statements
that contain these words carefully because they (1) discuss our future
expectations; (2) contain projections of our future results of operation or of
our future financial condition; or (3) state other forward-looking information.
We believe it is important to communicate our expectations to people that may be
interested. However, unexpected events may arise in the future that we are not
able to predict or control. The risk factors that we describe in this section,
as well as any other cautionary language in this Report on Form 10-KSB, give
examples of the types of uncertainties that may cause our actual performance to
differ materially from the expectations we describe in our forward-looking
statements. You should know that if the events described in this section and
elsewhere in this Report on Form 10-KSB occur, they could have a material
adverse effect on our business, operating results and financial condition.

RISKS RELATED TO OUR HEALTHCARE ELECTRONIC SERVICES

WE ARE ENGAGED IN A BUSINESS THAT PROVIDES HEALTHCARE ELECTRONIC COMMERCE
SERVICES AND THAT ONLY RECENTLY BEGAN TO GENERATE REVENUES AND HAS INCURRED NET
LOSSES SINCE INCEPTION. We began our current operations in the fall of 1999 upon
the closing of our reorganization with Link.com, Inc., a privately-held Nevada
corporation, which is now known as Link.com Opps, Inc. We were originally
incorporated under the name Center Star Gold Mines, Inc. for the prior purpose
of exploring commercial gold deposits, and we owned various unpatented mining
claims near Grangeville, Idaho. We abandoned our last mining claim in 1995. Upon
our reorganization with Link.com Opps, Inc., or the Reorganization, we changed
our business to the healthcare e-commerce industry, specifically connecting
physicians, home health agencies and nursing homes via electronic medical record
(EMR) products and services. In August 2000 we changed our name to eClickMD,
Inc. (the Company or eClickMD). While we have developed or purchased and
continue to develop several EMR products, we have not yet delivered some of our
healthcare e-commerce services. We did not generate our first EMR revenues until
the quarter ended September 30, 1999. As of December 31, 2002, we had an
accumulated deficit of $11,508,489. We expect to continue to incur significant
development, deployment and sales and marketing expenses in connection with our
business and to continue to incur operating losses for at least the next two
fiscal years. We may never achieve or sustain profitability. The provision of
services using Internet technology in the healthcare e-commerce industry is a
developing business that is inherently riskier than businesses in industries
where companies have established operating histories.

WE WILL NOT BECOME PROFITABLE UNLESS WE ACHIEVE SUFFICIENT LEVELS OF PHYSICIAN
PENETRATION AND MARKET ACCEPTANCE OF OUR SERVICES. Our EMR business model
depends upon usage by a large number of physicians with a high volume of
healthcare transactions and the sale of home healthcare e-commerce services to
payers and other healthcare constituents. The acceptance by physicians and other
healthcare providers of our EMR solutions will require adoption of new methods
of conducting business and exchanging information. We cannot assure you that
physicians or other health care providers will integrate our services into their
office workflow, or that the healthcare market will accept our services as a
replacement for traditional methods of conducting healthcare transactions. The

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healthcare industry uses existing computer systems that may be unable to access
our Internet-based solutions. Customers using existing systems may refuse to
adopt new systems when they have made extensive investment in hardware, software
and training for existing systems or if they perceive that our products or
services will not adequately protect proprietary information. Failure to achieve
broad physician or health care organization penetration or successfully contract
with healthcare participants, would have a material adverse effect on our
business.

Achieving market acceptance for our products and services will require
substantial marketing efforts and expenditure of significant funds to create
awareness and demand by participants in the healthcare industry. Our management
believes that we must gain significant market share with our services before our
competitors introduce alternative services with features similar to our
services. There can be no assurance that we will be able to succeed in
positioning our services as a preferred method for healthcare e-commerce, or
that any pricing strategy that we develop will be economically viable or
acceptable to the market. Failure to successfully market our products and
services would have a material adverse effect on our business, financial
condition and operating results.

OUR BUSINESS PROSPECTS WILL SUFFER IF WE ARE NOT ABLE TO QUICKLY AND
SUCCESSFULLY DEPLOY OUR EMR SYSTEMS AND PRODUCTS. We believe that our business
prospects will suffer if we do not deploy our services quickly. We began
allowing access to our Web-based EMR system in November of 2000 and intend to
expand deployment of access to our Web-based EMR services during the year 2003,
although there can be no assurance that we will be able to continue to do so
during this time, or at all. In order to deploy our services, we must integrate
our architecture with physicians', payers' and suppliers' systems. We will need
to expend substantial resources to integrate our EMR systems with the existing
computer systems of large healthcare organizations, home health care
organizations and physicians. We have limited or no experience in doing so, and
may experience delays in the integration process. These delays would, in turn,
delay our ability to generate revenue from our services and may have a material
adverse effect on our business, financial condition and operating results. Once
we have deployed our EMR system, we may need to expand and adapt it to
accommodate additional users, increased transaction volumes and changing
customer requirements. This expansion and adaptation could be costly. We may be
unable to expand or adapt our network infrastructure to meet additional demand
or our customers' changing needs on a timely basis and at a commercially
reasonable cost, or at all. Any failure to deploy, expand or adapt our system
quickly could have a material adverse effect on the Company's business,
financial condition and operating results.

WE DO NOT CURRENTLY HAVE A SUBSTANTIAL CUSTOMER BASE AND OUR REVENUES WILL
INITIALLY COME FROM A FEW PAYERS IN ONE GEOGRAPHIC MARKET. We currently do not
have a substantial customer base. In addition, we expect that initially we will
generate a significant portion of our revenue from providing our products and
services in Texas, Louisiana, Mississippi, Alabama, North Carolina, Tennessee
and Oklahoma. If we do not generate as much revenue in this market or from these
payers as expected, our revenue will be significantly reduced, which would have
a material adverse effect on our business, financial condition and operating
results.

WE ARE SUBJECT TO SIGNIFICANT COMPETITION. Our business operates in a highly
competitive environment. Many healthcare industry participants are consolidating
to create integrated healthcare delivery systems with greater market power. As
the healthcare industry consolidates, competition to provide products and
services to industry participants will become more intense and the importance of
establishing a relationship with each industry participant will become greater.
These industry participants may try to use their market power to negotiate price
reductions for our products and services. If forced to reduce our prices, our

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operating results could suffer if we cannot achieve corresponding reductions in
our expenses.

WE MAY EXPERIENCE SIGNIFICANT DELAYS IN GENERATING REVENUES FROM OUR SERVICES
BECAUSE POTENTIAL CUSTOMERS COULD TAKE A LONG TIME TO EVALUATE THE PURCHASE OF
OUR SERVICES. A key element of our strategy is to market our services directly
to large healthcare organizations, including home health care organizations and
nursing home facilities. We do not control many of the factors that will
influence physicians', payers' and suppliers' buying decisions. We expect that
the sales and implementation process will be lengthy and will involve a
significant technical evaluation and commitment of capital and other resources
by home health agencies, nursing homes, physicians, payers and suppliers. The
sale and implementation of our services are subject to delays due to such
organizations' internal budgets and procedures for approving large capital
expenditures and deploying new technologies within their networks.

OUR BUSINESS WILL SUFFER IF THE INTEGRITY AND SECURITY OF ITS SYSTEMS ARE
INADEQUATE. If we are successful in delivering our Web-based healthcare
e-commerce services, our business could be harmed if we or our present or future
customers were to experience any system delays failures or loss of data.
Although we intend to have safeguards for emergencies, the occurrence of a
catastrophic event or other system failure at our facilities could interrupt our
operations or result in the loss of stored data. In addition, we will depend on
the efficient operation of Internet connections from customers to our systems.
These connections, in turn, depend on the efficient operation of Web browsers,
Internet service providers and Internet backbone service providers. In the past,
Internet users have occasionally experienced difficulties with Internet and
online services due to system failures. Any disruption in Internet access
provided by third parties could have a material adverse effect on our business,
financial condition and operating results. Furthermore, we will be dependent on
hardware suppliers for prompt delivery, installation and services of equipment
used to deliver our services.

DESPITE THE IMPLEMENTATION OF SECURITY MEASURES, OUR INFRASTRUCTURE MAY BE
VULNERABLE TO DAMAGE FROM PHYSICAL BREAK-INS, COMPUTER VIRUSES, PROGRAMMING
ERRORS, ATTACKS BY HACKERS OR SIMILAR DISRUPTIVE PROBLEMS. A material security
breach could damage our reputation or result in liability to us. We retain
confidential customer information in our processing center and on our servers.
An experienced computer user who is able to access our computer systems could
gain access to confidential company information. Furthermore, we may not have a
timely remedy to secure our system against any hacker who has been able to
penetrate our system. Therefore, it is critical that our facilities and
infrastructure remain and are perceived by the marketplace to be secure. The
occurrence of any of these events could result in the interruption, delay or
cessation of service, which could have a material adverse effect on our
business, financial condition and operating results. A significant barrier to
e-commerce and communications are the issues presented by the secure
transmission of confidential information over public networks. We intend to rely
on encryption and authentication technology licensed from third parties to
secure Internet transmission of and access to confidential information. There
can be no assurance that advances in computer capabilities, new discoveries in
the field of cryptography, or other events or developments will not result in a
compromise or breach of the methods used to protect customer transaction data. A
party who is able to circumvent security measures could misappropriate or alter
proprietary information or cause interruptions in operations. If any such
compromise of our security or misappropriation of proprietary information were
to occur, it could have a material adverse effect on our business, financial
condition and operating results. We may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by security breaches. We may also be required to spend
significant resources and encounter significant delays in upgrading our systems
to incorporate more advanced encryption and authentication technology as it

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becomes available. Concerns over the security of the Internet and other online
transactions and the privacy of users may also inhibit the growth of the
Internet and other online services generally, and our services in particular,
especially as a means of conducting commercial and/or healthcare-related
transactions. There can be no assurance that our security measures will prevent
security breaches or that failure to prevent such breaches will not have a
material adverse effect on our business, financial condition and operating
results.

OUR OPERATIONS WILL ALSO BE DEPENDENT ON THE DEVELOPMENT AND MAINTENANCE OF
SOFTWARE. Although we intend to use all necessary means to ensure the efficient
and effective development and maintenance of software, both activities are
extremely complex and thus frequently characterized by unexpected problems and
delays.

OUR EXPANSION THROUGH ACQUISITIONS MAY BE DIFFICULT TO IMPLEMENT AND MAY EXPOSE
US TO ADDITIONAL RISK. We maintain an acquisition program and intend to
concentrate our acquisition efforts on businesses that are complementary to our
core businesses. Such emphasis is not, however, intended to limit in any manner
our ability to pursue acquisition opportunities in other related businesses or
in other industries. We anticipate that we may enter into further acquisitions,
joint ventures, strategic alliances or other business combinations. These
transactions may materially change the nature and scope of our business.
Although our management will endeavor to evaluate the risks inherent in any
particular transaction, there can be no assurance that we will properly
ascertain all such risks. In addition, no assurances can be given that we will
succeed in consummating any such transactions, that such transactions will
ultimately provide us with the ability to offer the services described or that
we will be able to successfully manage or integrate any resulting business.

The success of our acquisition program will depend on, among other things:

o    the availability of suitable candidates,

o    the availability of funds to finance transactions, and

o    the availability of management resources to oversee the operation of
     resulting businesses.

Financing for such transactions may come from several sources, including,
without limitation:

o    cash and cash equivalents on hand,

o    proceeds from new indebtedness, or

o    proceeds from the issuance of additional common stock, preferred stock,
     convertible debt or other securities

The issuance of additional securities, including common stock, or other
convertible securities could result in:

o    substantial dilution of the percentage ownership of the Company's
     stockholders at the time of any such issuance, and

o    substantial dilution of our earnings per share.

The proceeds from any financing may be used for costs associated with
identifying and evaluating prospective candidates, and for structuring,
negotiating, financing and consummating any such transactions and for other
general corporate purposes. We do not intend to seek stockholder approval for
any such transaction or security issuance unless required by applicable law or
regulation.

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INTEGRATING OUR BUSINESS OPERATIONS WITH BUSINESSES WE MAY ACQUIRE IN THE
FUTURE, MAY BE DIFFICULT AND MAY HAVE A NEGATIVE IMPACT ON OUR BUSINESS. We may
acquire additional businesses in the future. The integration of companies or
businesses that we may acquire in the future involves the integration of
separate companies that have previously operated independently and have
different corporate cultures. The process of combining such companies may be
disruptive to their businesses and may cause an interruption of, or a loss of
momentum in, such businesses as a result of the following difficulties, among
others:

o    loss of key employees or customers;

o    possible inconsistencies in standards, controls, procedures and policies
     among the companies being combined and the need to implement and harmonize
     company-wide financials, accounting, information and other systems;

o    failure to maintain the quality of services that such companies have
     historically provided;

o    the need to coordinate geographically diverse organizations; and

o    the diversion of management's attention from our day-to-day business and
     that of any company or business that we may acquire, as a result of the
     need to deal with the above disruptions and difficulties and/or the
     possible need to add management resources to do so.

Such disruptions and difficulties, if they occur, may cause us to fail to
realize the benefits that we currently expect to result from such integration
and may cause material adverse short- and long-term effects on our operating
results and financial condition.

UNCERTAINTIES IN REALIZING BENEFITS FROM A COMBINATION. Even if we are able to
integrate the operations of an acquired company or business into the company
successfully, there can be no assurance that such integration will result in the
realization of the full benefits that we expect to result from such integration
or that such benefits will be achieved within the time frame that we expect.

o    Revenue enhancements from cross-selling complementary services may not
     materialize as expected.

o    The benefits from the combination may be offset by costs incurred in
     integrating the companies.

o    The benefits from the transaction may also be offset by increases in other
     expenses, by operating losses or by problems in the business unrelated to
     the transaction.

RAPIDLY CHANGING TECHNOLOGY MAY ADVERSELY AFFECT OUR BUSINESS. All businesses
which rely on technology, including the healthcare e-commerce business that we
are developing, are subject to, among other risks and uncertainties:

o    rapid technological change;

o    changing customer needs;

o    frequent new product introductions; and

o    evolving industry standards.

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Internet technologies are evolving rapidly, and the technology used by any
e-commerce business is subject to rapid change and obsolescence. These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. In addition, use of the Internet may decrease if
alternative protocols are developed or if problems associated with increased
Internet use are not resolved. As the communications, computer and software
industries continue to experience rapid technological change, we must be able to
quickly and successfully modify our services so that we adapt to such changes.
There can be no assurance that we will not experience difficulties that could
delay or prevent the successful development and introduction of our healthcare
e-commerce services or that we will be able to respond to technological changes
in a timely and cost-effective manner. Moreover, technologically superior
products and services could be developed by competitors. These factors could
have a material adverse effect upon our business, financial condition and
operating results.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The success of our business is dependent
to a significant extent on our ability to protect the proprietary and
confidential aspects of our technology. Although we have filed a provisional
patent application on some of our processes, our technology is not patented and
existing copyright laws offer only limited practical protection. We rely on a
combination of trade secret, copyright and trademark laws, license agreements,
nondisclosure and other contractual provisions and technical measures to
establish and protect our proprietary rights. There can be no assurance that the
legal protections afforded to us or the steps taken will be adequate to prevent
misappropriation of our technology. In addition, these protections do not
prevent independent third-party development of competitive products or services.
Our management believes that our products, services, trademarks and other
proprietary rights do not infringe upon the proprietary rights of third parties.
There can be no assurance, however, that third parties will not assert
infringement claims against us or that any such assertion will not require us to
enter into a license agreement or royalty arrangement with the party asserting
the claim. As competing healthcare information systems increase in complexity
and overall capabilities or the functionality of these systems further overlap,
providers of such systems may become increasingly subject to infringement
claims. Responding to and defending any such claims may distract the attention
of our management and otherwise have a material adverse effect on our business,
financial condition and operating results.

GOVERNMENT REGULATION OF THE COMPANY'S BUSINESS COULD ADVERSELY AFFECT ITS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Our services may be subject to
extensive and frequently changing regulation at federal, state and local levels.
The Internet and its associated technologies are also subject to government
regulation. Many existing laws and regulations, when enacted, did not anticipate
the methods of healthcare e-commerce we are developing. We believe, however,
that these laws and regulations may nonetheless be applied to our healthcare
e-commerce business. It may take years to determine the extent to which existing
laws and regulations governing general issues of property ownership, sales and
other taxes, libel, negligence and personal privacy are applicable to the
Internet. Laws and regulations may also be adopted in the future that address
Internet-related issues, including security, privacy and encryption, pricing,
content, copyrights and other intellectual property; contracting and selling
over the Internet; and distribution of products and services over the Internet.
Accordingly, our healthcare e-commerce business may be affected by current
regulations as well as future regulations specifically targeted to this new
segment of the healthcare industry. While our products are designed to aid our
customers' compliance with certain government regulations, changes in these
regulations or their repeal could reduce the need for our products.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO FORECAST OUR REVENUES AND
EXPENSES. Our limited operating history makes it difficult to forecast our
future revenues and expenses. Although our revenues increased since the closing

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of the Reorganization, you should not consider quarterly revenue growth as
indicative of future performance. Our revenues and operating results may be
adversely affected by a number of risks and uncertainties, including those
listed elsewhere in these risk factors. As a result, our revenues may not grow
at similar levels in future periods and may remain flat or decline over any
given period.

We base our forecast for expenses in part on future revenue projections. We
incur expenses in advance of revenues, and we may not be able to quickly reduce
spending if our revenues are lower than expected. In particular, we expect to
incur additional costs and expenses related to the following:

o    The development of relationships with marketing partners and value-added
     resellers, or VARs, and commerce service providers, or CSPs;

o    The development and expansion of our sales force and marketing operations;

o    The development and enhancement of existing and new products and services;
     and

o    The expansion of our management team.

We expect that our business, stock price, operating results and financial
condition could be materially adversely affected if our revenues do not meet our
projections or our net losses are greater than expected.

The expected fluctuations of our quarterly results could cause our stock price
to fluctuate or decline.

We expect that our quarterly operating results will fluctuate significantly in
the future based upon a number of factors, many of which are not within our
control. We plan to further increase our operating expenses in order to expand
our sales and marketing activities and broaden our product offerings. We base
our operating expenses on anticipated market growth, and our operating expenses
are relatively fixed in the short term. As a result, if our revenues are lower
than we expect, our quarterly operating results may not meet the expectations of
public market analysts or investors, which could cause the market price of our
common stock to decline. Our quarterly results may fluctuate in the future as a
result of many other factors, including the following:

o    Our ability to retain our existing customers and to attract new
     e-businesses, VARs and CSPs;

o    Customer acceptance of our pricing model;

o    Changes in the level of demand for our products or services;

o    Our success in expanding our sales and marketing programs;

o    The number, timing and significance of product enhancements and new product
     announcements by us or our competitors;

o    The length of our sales cycle;

o    The level of e-commerce transactions;

o    The evolution of related technology and the emergence of standards and
     competing technology; and

o    Changes in the level of our operating expenses.

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These risks and uncertainties are particularly significant for companies such as
ours that are in the evolving market for Internet products and services. In
addition, other factors that may affect our quarterly results are set forth
elsewhere in these risk factors. As a result of these and other factors, our
revenues and expenses may not be predictable.

Due to the uncertainty surrounding our revenues and expenses, we believe that
quarter to quarter comparisons of our historical operating results may not be
meaningful and our historical operating results should not be relied upon as an
indicator of our future performance.

WE MAY NOT BE ABLE TO SECURE FUNDING IN THE FUTURE NECESSARY TO OPERATE OUR
BUSINESS AS PLANNED. We require substantial working capital to fund our
business. We have had and are experiencing significant operating losses and
negative cash flow from operations since the closing of the Reorganization and
expect this to continue for the foreseeable future. In addition, we may incur
significant capital expenditures in connection with our planned expansion of our
products and services. Our capital requirements depend on several factors,
including the rate of market acceptance of our products and services, our
ability to expand our customer base, increased sales and marketing expenses, the
growth of the number of our employees and related expenses and other factors. If
capital requirements vary materially from those currently planned, we will
require additional financing sooner than anticipated. If additional funds are
raised through issuance of equity securities, the percentage ownership of our
stockholders will be reduced, and these equity securities may have rights,
preferences or privileges senior to those of the holders of our common stock.
Additional financing may not be available when needed on terms favorable to us
or at all. If adequate funds are not available or are not available on
acceptable terms, we may be unable to develop or enhance our products and
services, adequately support and maintain relationships with key partners and
customers, take advantage of future opportunities or respond to competitive
pressures.

WE MAY BE UNABLE TO ADEQUATELY DEVELOP A PROFITABLE PROFESSIONAL SERVICES
ORGANIZATION, WHICH COULD AFFECT BOTH OUR OPERATING RESULTS AND OUR ABILITY TO
ASSIST OUR CLIENTS WITH THE IMPLEMENTATION OF OUR PRODUCTS. We cannot be certain
that we can attract, retain or successfully manage a sufficient number of
qualified professional services personnel. We believe that growth in our product
sales depends on our ability to provide our clients with these services and to
attract and educate third-party consultants and service providers to provide
similar services. As a result, we expect to significantly increase the number of
our services personnel to meet these needs. New services personnel will require
extensive training and education and take time to reach full productivity.
Competition for qualified services personnel with the appropriate
Internet-specific knowledge is intense. We are in a new emerging market, and a
limited number of people have the skills needed to provide the services that our
customers demand. To meet our needs for services personnel, we may also need to
use more costly third-party service providers and consultants to supplement our
own professional services organization. We cannot be certain that our
professional services revenue will exceed professional services costs in future
periods. Difficulties we may encounter in managing our growth could adversely
affect our results of operations.

THE COMPANY'S RECENT FILING UNDER CHAPTER 11 OF THE BANKRUPTCY CODE MAY
ADVERSELY EFFECT ITS ABILITY TO ATTRACT AND MAINTAIN CUSTOMERS.

ITEM 1.  BUSINESS

                                     General

eClickMD, Inc., formerly known as Link.com, Inc. and Center Star Gold Mines,
Inc. (the Company or eClickMD) was incorporated in Idaho in 1961, for the
primary purpose of exploring for commercial gold deposits and operated under the
name of Center Star Gold Mines, Inc. (CSGM). The Company had owned various
unpatented mining claims near Grangeville, Idaho, from 1962 until the last
mining claim was abandoned in 1995. The claims were abandoned because the

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Company did not have adequate working capital in order to pay the annual
maintenance fee of $100 per mining claim to the U.S. Bureau of Land Management.
From 1995 until the reorganization with Link.com, Inc. the Company was inactive.
During 1998 the Company changed its domicile to the State of Nevada and is now a
Nevada Corporation, and effected a one-for-four reverse split of the outstanding
shares of common stock effective on August 12, 1998.

                             The Company's Business

Link.com, Inc., a privately held Nevada corporation (Link.com), was co-founded
by Marion Robert Rice and Andy W. McBee to develop Internet software products
for use by physicians and other health care providers. This company was
originally incorporated in Nevada on May 12, 1999. On August 31, 1999, this
company purchased the assets and liabilities of two entities: National Health
Care Information Systems, LLC, a Texas limited liability company (National
Health Care) organized on November 4, 1998, and Venture Information Systems,
LLC, a Texas limited liability company (Venture Information), organized on
August 7, 1996. National Health Care was organized to develop a product known as
scanware, which was designed to scan specific documents for clinical tracking of
patient care and the financial reporting resulting from a patient's care. There
have been limited sales of this product. Venture Information was created to
develop and implement the Company's first software known as DocLink.

                               The Reorganization

On September 20, 1999, CSGM entered into an Agreement and Plan of Reorganization
(the Reorganization Agreement) with Link.com, Inc. Pursuant to the
Reorganization Agreement, the shareholders of privately-held Link.com agreed to
exchange 100% of the issued and outstanding shares of common stock or 25,000
shares, in exchange for 10,388,898 shares of CSGM's common stock with a par
value of $0.001 (the Common Stock). For accounting purposes, the acquisition of
Link.com by CSGM is treated as a recapitalization of Link.com with Link.com as
the acquiror (a reverse acquisition). Accordingly, the historical financial
statements are those of Link.com and its predecessors, Venture Information and
National HealthCare. Subsequent to the merger, the Board of Directors of CSGM
approved a reverse split of the outstanding shares at the rate of one share for
every 4.5 shares outstanding. The Board of Directors also approved a change of
CSGM's name to Link.com, Inc. in September, 1999. Pursuant to a Written Consent
in Lieu of a Special Meeting of Shareholders dated May 26, 2000, the following
actions were taken: the Company's name was changed to eClickMD, Inc., and the
Company's authorized capital stock was increased to 65,000,000 shares including
a series of blank check preferred stock consisting of 15,000,000 shares.

                               Industry Background

Health care is still a highly fragmented, local industry. Nearly half of the
nation's 600,000 physicians work in practices with only one or two doctors and
most of the country's 5,000 hospitals operate independently, according to the
American Medical Association (Gravitz, 2000). However, annual spending for
health care was more than $1 trillion in 1996 and is expected to grow at an
unprecedented pace. According to the Centers for Medicare & Medicaid Services
(CMS), formerly Health Care Financing Administration (HCFA), that number is
expected to reach $2.1 trillion by 2007. It is expected that spending on health
care will represent 17 percent of the GDP in 2007 (Whitten, Steinfield &
Hellmich, 2001).

Health care is one of the most paper-intensive industries. In fact, some
industry analysts say that inefficiencies account for as much as 25% of this
$1.3 trillion industry (Cunningham, 2000). With no single entity that could
enforce technology guidelines, the government stepped in to mandate technology
security and patient confidentiality in 1996. Enforcement of the Health
Insurance Portability and Accountability Act (HIPAA) mandate as early as the

                                       10
<PAGE>

Fall 2002 is forcing latent technology adopters to move quickly, or risk stiff
penalties for non-compliance. While a few health care organizations are well on
their way to implementing HIPAA-ready technology, the vast majority has
underestimated the amount of time they will need to comply (Lanser, 2001). This
has caused a heightened sense of urgency within the health care industry to move
quickly to adopt HIPAA-ready technology. HIPAA was enacted by Congress and
signed into law in August, 1996. This act primarily addressed the protection of
health insurance coverage when an individual changed or lost their job. In
addition, HIPAA included the Administrative Simplification Act which was
intended to simplify and standardize the transmission of information between and
among health plans, providers and payors. At the same time the Act addressed the
privacy and security of an individual's health information.

The Act is implemented through regulations, some of which have been established
and some of which are still being formulated by the accountable federal
agencies. The earliest mandated implementation of any of the regulations is
October, 2002 for the transmission of certain information between health plans,
providers and payors.

The U.S. Department of Health and Human Services predicts that unifying the
health care market with a standardized technology solution would save the
industry over $29.9 billion during the next 10 years. However, there hasn't been
a universal technology solution that could enable one health care professional
to easily share information with another until eClickMD.

                               Recent Developments


On May 13, 2003, eClickMD, Inc. (the "Company") filed a voluntary petition under
chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Western District of Texas (the "Bankruptcy
Court") (Case No. 03-12387). The Company remains in possession of its assets and
properties, and continues to operate its business and manage its properties as
debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.

For further information, see Footnote Q in the accompanying Notes to the
Consolidated Financial Statements.

                      eClickMD's Uniqueness in the Industry

eClickMD believes that it is uniquely able to create economic motivators for
health care professionals. The efficiencies of moving patient documents
electronically will reduce overhead, increase compliance and improve cash flow.
Physicians use the system's sophisticated management and tracking capability to
provide a HIPAA compliant audit trail of the time spent in Care Plan Oversight
reviewing and approving patient documents. Prior to eClickMD, it is estimated
that nearly 90% of private practice physicians did not bill for Care Plan
Oversight because of the risk associated with having no proof of time spent
reviewing and approving documents. eClickMD's technology automatically tracks
the time for the physician and provides real-time reports as documentation for
physician claims. This motivator, alone, has resulted in significant interest
among physicians -- eClickMD receives a portion of revenue the physicians
collect from Medicare for using our patented technology, vis-a-vis a nominal
charge per physician claim submitted.

Other eClickMD advantages are its security, simplicity, and affordability. The
Company's user-friendly technology requires no IT resources for implementation
or maintenance. Health care providers can install the software and begin using
the application in a matter of minutes. The software is a light-footprint,
Window's interface that resides on the client's computer with all the processing
and logic handled by eClickMD's secure server environment. Health care
professionals are provided a HIPAA-compliant workflow tool, with access to
archived documents, technical support, and real-time reports without the need or
the expense of an IT staff. The technology's simplicity enables health care
professionals to improve workflow efficiencies while generating an audit trail
of activities that result in HIPAA compliance.

                                       11
<PAGE>

---------------------------               --------------------------------------
HIPAA Compliance Challenges               eClickMD Solutions

---------------------------               --------------------------------------
Limited Budgets                           Affordable monthly subscription fees
---------------------------               --------------------------------------
Limited Internal IS Resources             24x7 technical site support
---------------------------               --------------------------------------
Multiple Legacy Systems                   Open-platform technology using XML
                                          and HL7 standards for easy integration
---------------------------               --------------------------------------
Limited Technical Knowledge               No Installation Required/ Light
                                          Footprint on Client Side
---------------------------               --------------------------------------
Limited Knowledge of HIPAA Requirements   System is based on HIPAA standards and
                                          requirements. If using the eClickMD
                                          system, there is no additional
                                          knowledge regarding HIPAA guidelines
                                          required to maintain compliance.
---------------------------               --------------------------------------
Limited Resources for Archiving           All workflow documents passing through
Patient Data                              the platform are archived for user
                                          access throughout the term of the
                                          contract; archiving fees will be
                                          charged subsequently.
---------------------------               --------------------------------------


                             The E-Commerce Business

Management believes that eClickMD, Inc. is establishing itself as the undisputed
leader in HIPAA-compliant, coordination of care technology for the health care
industry. While home health care executives founded the Company in 1996 to
address inefficiencies in workflow processes between agencies and physicians,
the real bonanza and incredible opportunity for the Company occurred when 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
for providers reimbursing on Medicare. eClickMD launched a comprehensive effort
to enhance its e-signature and digital certificate technology to adhere to these
standards. Today, the Company has nine technology patents pending encompassing
over 150 specific claims for managing and transmitting sensitive patient data, a
very significant accomplishment few others can claim. There are over 400 health
care professionals moving in excess of 18,000 patient documents annually through
the eClickMD system today. The market has been confirmed, the technology
validated, the infrastructure tested and now emphasis will be shifted to
aggressive and sustained marketing and selling of the eClickMD suite of software
products.

eClickMD's mission is to be the leader in providing medical software for home
health care agencies to connect with all health care providers and for
physicians to communicate patient information in a compliant, seamless and
cost-efficient manner to the health care continuum.

In November 2001 more great news for the company occurred when the government
fortuitously released an extremely complex security standard for patient privacy
mandating that health care providers maintain an audit trail of anyone viewing
or handling patient records. Failure to adhere to these regulations will result
in stiff legal and financial penalties to health care professionals as early as
2003. Mainstream health professionals, who have procrastinated in the retooling
of their practices, are now scrambling to secure an affordable HIPAA-ready
solution that offers quick implementation and "out-of-the-box" usability. The

                                       12
<PAGE>

modifications to accommodate these regulations for health care professionals are
on a scale of the Y2K requirements business organizations had to deal with for
the new millennium. eClickMD is positioned perfectly to capitalize on this
opportunity. The Company has the experience and the industry knowledge to
efficiently and economically transition health care providers to comply with
government regulations, and in the process become the undisputed industry leader
in health care technology.

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.

A significant and distinct 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.

It is for these reasons that Dr. Richard Corlin, out-going 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, Inc. This brings far-reaching and national attention to
the company. Dr. Corlin serves on no other corporate boards.


                                  Our Products

eClickMD's technology solutions are Web service applications that are designed
to provide secure workflow and data exchange between health care professionals.
This secure electronic connection among local health professionals is unlike any
technology that currently exists within the health care industry. Home health
care groups, labs, nursing homes, hospitals, and pharmacies are all connected to
the physicians' desktop with a single technology solution. The Company's own
digital certificate and e-signature technology enables health care organizations
to manage workflow processes easily and securely without the paper shuffle
typically associated with their business.

The Company takes advantage of an open-architecture, modular approach to
developing software, which significantly reduces cost and development time for
follow on applications and integrations with Original Equipment Manufacturers
(OEMs). eClickMD products include SecureCARE(TM) for e-signature and secure
transmission of patient data, Net.CARE(TM) for assessment accuracy and
verification, and FACTS2000(TM) for forecasting and monitoring of nursing home
cash flow. To safeguard sensitive data, eClickMD employs digital certificates
and multi-level encryption technology.

                                       13
<PAGE>

In early November 2001, the Company began development of its third generation
software. The SecureCARE(TM) platform includes dynamic forms presentation and
new user features that are robust and user friendly. The eClickMD document
viewer and forms presentation engine has been designed to accommodate larger
enterprises in today's healthcare sectors. This new, third generation
technology, takes advantage of the Windows(R) look and feel that is most common
in today's healthcare environment, and utilizes the Internet as the back-end
communication pipeline to the eClickMD web services platform located in the data
center. The eClickMD database serves up robust dynamic forms through a small
Windows client interface that is updated every time the user begins utilizing
the application. User authentication and login is verified by standard PKI
(Public Key) with digital certificates. If the users name and password do not
match the digital certificates criteria then the users access is disallowed. The
digital certificate is stored in a certificate vault and is only used during the
current user session. eClickMD has filed for patent protection on the
certificate vault concept. This concept is truly innovative and allows for ease
of use and portability for the user. The certificate vault can accommodate other
digital certificates that are issued by other certificate authorities,
(Verisign(TM), Digital Trust(TM), Baltimore Security(TM), and many others). The
vault concept allows eClickMD to manage the certificates for the user. The third
generation software is based on data manipulation and presentation to the
dynamic forms. This concept will allow the Company to interface with already
available data from other healthcare software applications. The Company will be
able to interface with these large software vendors that have market penetration
already established and allows these vendors to become HIPAA compliant at the
same time. If the direct interface solution is not feasible or physically cannot
be implemented, the Company has developed a solution to accommodate this
problem. A printer driver that can be selected in all Windows(R) applications
that converts any document into a XML image that the SecureCARE(TM) platform can
interpret and make presentable to the user in an image of the form.
Signature/Date templates can be created on this form image and then sent on to
the physicians and nurses for signatures. In July of this year, the Company
began transitioning 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, hospice,
hospitals, research communities, lab companies and insurance payors.

On November 15, 2000, the Company released its Internet based ASP software
product called ClickMD that enables health care providers to communicate and
validate pertinent and private information to physicians and other ancillary
providers while keeping the data secure and reducing costs typically incurred in
the time and expenses to communicate such information manually. This product
furnishes health care providers with a means to send doctor's orders (and other
vital patient information) to a physician's office, where the orders would then
be reviewed and authorized by the physician on his or her desktop computer.
ClickMD allows a home care provider to scan in an order and send it to a
physician. At the doctor's office, ClickMD alerts the physician with a "you've
got mail" type icon, where the physician can read the order on the screen and
affix his or her electronic signature by invoking a password. ClickMD
automatically delivers the signed order back to the home care provider through
the ASP and automatically prints the order to be stored in the paper chart.
While the physician is reviewing orders, ClickMD can provide him or her with a
timing routine, which also feeds a database that furnishes per-patient oversight
billing reports.

                                       14
<PAGE>

In summary, an ASP model allows the Company to centralize technological
operations into a single, high capacity point of contact to customers through an
Internet connection. Customers can begin utilizing the software by a simple
login onto the Company's web interface and downloading a digital certificate and
minimal software. All of the database functions and product features are
available and accessed via an Industry standard web browser in a secure fashion.
All associated patient, physician, agency and other relevant data and
documentation is stored on and accessed from the Company's secured databases.

The Company's first product, DocLink, was released in January 1997. This product
furnishes health care providers with a means to send doctor's orders (and other
vital patient information) to a physician's office, where the orders would then
be reviewed and authorized by the physician on his or her desktop computer.
DocLink allows a home care provider to scan a medical order and send it to a
physician. At the doctor's office, DocLink alerts the physician with a "you've
got mail type" icon, where the physician can read the order on the screen and
affix his or her electronic signature by invoking a password. DocLink
automatically delivers the signed order back to the home care provider and
automatically prints the order to be stored in the paper chart. While the
physician is reviewing orders, DocLink can provide him or her with a timing
routine, which also feeds a database that furnishes per-patient oversight
billing reports.

DocLink is a Microsoft Windows based application operational on currently
available versions of Windows and provides an electronic link between doctors
and home health care agencies to expedite the processing of paperwork. The
electronic link consists of original documents that must be electronically sent
to the physician, electronically signed by the physician, and returned to the
provider. A health care company clicks on a graphical button on a Windows screen
to scan a document into the software, and clicks on another graphical button to
send the orders/documents to the physician for review. The physician logs into
the system using his/her encrypted password and begins reading and signing the
orders with electronic signature verification on the screen. Once completed,
DocLink will automatically send this information back to the health care agency.
The Company's services reduce administrative paperwork, resulting in savings for
our clients and significantly expedite the reimbursement process, which directly
results in a lower average number of outstanding accounts receivable days for
our clients. Research has shown that most physicians and home health care
agencies currently neglect this portion of the process due to the overwhelming
difficulties and liabilities associated with the typical paper based process.
Utilizing our software, what was previously a difficult and tedious process is
now simplified and expedited into a significant income-producing component of a
physician's business practice through implementation of the Care Plan Oversight
billings.

Medicare increased CPO billing rates between 17% and 22% for the year 2000 to
get more physicians to bill and review documents coming from home health
agencies. Many physicians overlook the CPO billings, primarily due to the
increased paperwork to manually track the billing. In a research report prepared
for the Massachusetts Medical Society regarding care plan oversight charges from
Medicare, 89.8% of respondents do not submit these charges for payment. There is
a significant relationship between physician specialty and whether or not a
respondent submits this charge. However, a very low percentage of overall
respondents submit this charge. When asked, "Why not?" the majority of
respondents (57.6%) reported not being aware of this charge. Forty two percent
(42.4%) reported other reasons. The verbatim responses indicate that the
respondents do not submit this charge because: 1) the time required is not worth
the compensation, 2) they are not paid even when they do submit the charge, and
3) insufficient time is spent on care plan oversight. Fear of audit and lack of
billing system capability was also mentioned. Our software product, DocLink
automatically tracks the time spent and produces reports that can be used as the

                                       15
<PAGE>

source document for billing. DocLink solves these issues and has passed HCFA and
OIG (Office of Inspector General) audits conducted by the Federal Government.
Our browser based and significantly enhanced eClickMD product will incorporate
this functionality as well as features only feasible from a browser based ASP
solution.

On June 30, 2000, the Company acquired certain assets of LuRo Associates, dba
Health Tech, Inc., a developer of financial and accounting software designed for
the health care industry. The Company continues to market and support LuRo's
nursing home billing management software called Fact2000. The Company has one
employee in Michigan who performs support and marketing duties in a home office
environment.

In September 1999 the Company launched its first Internet site with its first
completely Web based application called net.Care. The software provides
verification as to whether services rendered to a patient are eligible for
reimbursement. net.Care is a Web-enabled product or service that was developed
by the Company in conjunction with several clinical and administrative
professionals in home health care to verify whether services rendered by a
provider to a patient are eligible for reimbursement. In 1999, the HCFA
implemented OASIS (the Outcomes Assessment Information Set). The program allows
home health care providers to upload an OASIS file which is a project
implemented by the HCFA. The primary focus of the project was to improve the
quality of care; however, OASIS has become the financial determinant of
reimbursement for home health care. OASIS determines eligibility for Medicare as
well as appropriateness of care and actual payment rates. There are many
instances in the assessment form that allows the home health care agency to
contradict other portions of the assessment, albeit minor, thereby disallowing
proper charges for payment. net.Care, as an audit tool is designed to discover
such discrepancies before the information is sent to the state clinical
regulatory agencies or HCFA. This allows changes to be implemented prior to the
submission of the data, all performed in minutes, where a manual audit could
take one to two hours.

This product reduces the labor costs associated with nurses spending several
hours reviewing data in a patient's paper chart and also the chances of claim
rejections for documentation deficiencies. net.Care is designed to detect
conflicting nursing responses, to assist with the coordination and preparation
of a patient's plan of care, to recognize patients who may not be eligible for
particular services, and to make suggestions for completion of the patient's
plan of treatment.

The Company has contracted with Inflow.net to house and maintain the Company's
server-farm which hosts our ASP application. Inflow.net's MAX architecture
begins with Inflow's direct connectivity to multiple Tier 1 backbones. Inside,
Inflow has built a fully redundant, self-healing network, which consistently
routes our customer traffic over the highest performance backbone. Inflow
engineers will constantly monitor and upgrade this architecture to stay ahead of
the bandwidth growth. If a backbone goes down, a local fiber gets cut or a
hardware component fails, eClickMD's customers can still access the application
through a sophisticated fail over system. Inflow will protect the network
perimeter with a security product called Check Point FireWall-1TM, stateful
inspection Internet firewall technology. Residing at the lowest software layer,
FireWall-1TM inspects every packet that crosses our link to the Internet. A
comprehensive inspection policy will significantly reduce the chances of
unauthorized access to our data and applications. FireWall-1TM does not affect
system performance and is transparent to authorized users and applications.

Currently, the eClickMD products are licensed to approximately 305 physicians
and 105 home health care agencies located in Texas, Louisiana, Mississippi,
Alabama, Oklahoma, North Carolina and South Carolina while net.Care is currently
being used in several areas of the country. Physicians are charged a small

                                       16
<PAGE>

monthly fee and home health care agencies are charged a base monthly rate based
on patient census. Typically, a rural home care agency has four to ten referring
physicians with which it exchanges documents while an urban home care agency
typically averages between twenty and thirty referring physicians. The Company's
market penetration strategy is to engage the home care agency as a client in an
area and then work directly with the agency to market to its current referring
physicians.

The Company intends to utilize the Internet to provide browser initiated
healthcare e-commerce solutions that facilitate the confidential, on-line
exchange of healthcare information for many participants in the healthcare
industry. Based on the technology and products in place, other applications can
be developed that will enhance the Company's position in both the physician's
office, home health agencies, and other providers such as nursing homes,
pharmacies, durable medical equipment providers, and information sites.

                              Intellectual Property

Management believes that the eClickMD business model and software products are
unique and patentable and the Company currently is working to secure patents and
the appropriate trademarks. The Company has already received patent pending and
trademark pending status on some of its current products and is currently filing
for intellectual property protection of current and envisioned product
developments and features. In October 2000 the Company was granted trademark
protection to eClickMD(R), the brand name of its primary product line. Nine (9)
applications for patents have been filed as conversions of the original
provisional patent filing. However, no assurance can be given that any patent
will be granted, that any patent granted will provide meaningful protection, or
that any patent granted to the Company will not be found to infringe upon any
patents granted to others.

                          Marketing and Sales Strategy

eClickMD seeks to reach its target market of 600,000 physicians, 5,000
hospitals, and 7,754 home health agencies through a direct sales channel,
private label relationships with management and billing software companies, and
carefully selected strategic partnerships within the health care community.
Private label relationships offer the Company a reduced cost of customer
acquisition and quick ramp up of revenue by leveraging third-party relationships
with providers. The Company's direct sales channel is initially focused in the
top seven geographic areas (Dallas, Atlanta, San Francisco, Chicago, Houston,
Philadelphia and New York) where the highest concentration of physicians and
Medicare patients exists. The direct sales channel is made up of outside account
executives and inside sales support. Both of these sales teams work closely
together to attempt to penetrate multiple geographic areas simultaneously.

Due to the referral type of relationship that doctors have with other health
care providers, eClickMD enjoys a beneficial viral marketing advantage.
Typically, a physician has a referral relationship with five or more health care
providers. Or, a single home care agency, for example, can have a referral
relationship with as many as 30 doctors. Generally, so that all parties can
benefit, both the physicians and providers attempt to get each other connected
to the eClickMD system.

Further leads are generated through an aggressive public relations strategy,
vertical market trade shows, permission-based email, direct mail and print
advertising. Vertical markets include durable medical equipment, long-term care
and pharmaceutical and hospice providers.

                                       17
<PAGE>

                                   Technology

The Company is currently designing software for the physician, long-term
facilities and home health care agencies that will track patient conditions and
assessments that generate verbal orders and standard form filings and billing
functions. The Company believes that it can position products into the Internet
medium to collect and distribute information, communicate, interact and engage
in commerce to overcome the historical technical barriers for connecting the
participants in the health care industry. However, the Company can give no
assurance that it will successfully develop these software products.

The Company will make its core products available through an industry standard
windows interface. The backend will consist of a series of Web servers that will
store and read data from a Sequential (SQL) database controlled by the Company.
Physicians and other health care providers will be served up a digital
certificate from the Company's certificate vault that will allow them access to
specific subsets of data (patients and documents) from the SQL database. Digital
certificates will allow the Company to use secure socket layer (SSL) between the
thin client application and the Web server with firewall protection to provide
maximum security for sensitive patient information. SecureCare allows providers
to enter patient demographics and documents into on-line Web forms. These forms
will be generated from standard Hypertext Markup Language (HTML) pages and the
data will be saved with attached security information in the SQL database. Many
of the other basic features of SecureCare such as reports, reviewing charts,
email, and employee management can also be handled from the thin client
interface.

The technology that the Company is developing will have built-in security
database elements in the system and it will maintain the required information to
support all functions, including login, availability of data, user privileges,
user activity and inactivity monitoring, access control, transaction routing,
billing, and error messaging. The security database is being designed to address
unauthorized disclosure of information, unauthorized modification of
information, loss of data integrity, and denial of service. The Company's system
will employ a variety of techniques in order to provide a comprehensive and
secure system, including 128-bit data encryption technology, firewall technology
among all sub-networks throughout the system, and systems to immediately
identify break-in attempts and automate lockouts if breaches are suspected. The
system architecture is being designed to support redundant network
infrastructure, web application, and database servers, system CPU's, and
databases to scale to customers' ultimate needs. In addition, the system will
work through any HTML browser supporting Java, ASP, VB and XML, which enable
rapid deployment of product extensions without installation of new client
software.

The Company warrants its products for 60 days and provides customer support, in
accordance with each customer's contractually agreed-upon service level, during
normal business hours. Customer support includes but is not limited to
procedural training and diagnostic assistance, installation assistance,
low-level systems and operating system assistance as well as providing
documentation on items described above.

                                   Competition

Since 1996, when the first HIPAA regulations were released, several attempts
have been made to lure physicians into standardized technology. Companies like
Healtheon/WebMD (Nasdaq: HLTH) promised cost savings to physicians by linking
insurers, labs and other providers throughout the country in a portal-buying
network. Others, like McKesson HBOC (NYSE:MCK), have focused on the automation
of billing systems to meet patient security guidelines. What many of these early
technology entrants failed to realize were the cultural issues inherent to
health care. Physicians rarely work with the billing side of the practice, so
capturing the 600,000 physicians' desktops through billing automation is
unlikely. Also, physicians prefer working with providers in their local area, so
global portal communities are not as likely to attract physicians. For example,

                                       18
<PAGE>

a physician in Houston is not interested in being connected to a lab, a
pharmacy, or a home health agency in New York City. The physician's practice
revolves around a localized community of providers. In order to gain physician
adoption for any Internet solution, the technology must provide connectivity to
the physician's local network.

Today, industry competition comes in several forms, the most significant being
the recent entry of Ancillary Care Management in the electronic signing of home
health orders. Trac Medical has been in the electronic CMN sector since 1996 and
most recently eClickMD has chosen to enter this market due to recent regulations
making the market more attractive. There are also large, well-known document
management companies such as Adobe and PureEdge that are now offering a solution
for health care markets. These companies are generalists in nature and do not
focus on a niche market. Furthermore, they are often hampered by a flawed
organization structure that does not provide the most experienced people for the
client's projects. Competition exists from various certificate authority
companies such as Verisign, Lexign and AuthentiDate as they enter into the
health care sector with solutions. These companies are hampered by current
systems in place that need to be re-tooled for the health care sector.
eClickMD's advantage over such companies is that eClickMD provides solutions
that fit into the day-to-day workflow of health care users, keeping the user in
compliance, lowering the cost of operational overhead and contributing
significant improvements to the bottom line.

Physicians are proving reluctant to pay for services and even more unwilling to
change practice patterns without compelling financial incentives. While lack of
physician motivation to adopt and use new technology has been a problem,
eClickMD believes that it is uniquely positioned to turn that problem into an
opportunity. By using its Web services platform to facilitate communications and
automate the transactions that occur between health care providers and the
physician's office, eClickMD not only provides physicians the benefit of reduced
administrative costs but promises to do something that no other market
competitor can deliver at this time: to provide a means of enhancing physician
revenue through the documentation of billable services (CPO).

Management believes that the company will successfully compete based on the
following advantages:

o    Physician revenue increases product adoption

o    HIPAA and HL7 (Health Level Seven messaging standards) compliant

o    Web services model requiring no IT support or expensive implementation

o    Compliance data captured through existing workflow processes

o    Affordable monthly licensing fees

The Company's recent filing under Chapter 11 of the Bankruptcy Code may
adversely effect its ability to attract and maintain customers.

                              Government Regulation

Participants in the healthcare industry are subject to extensive and frequently
changing regulation at the federal, state and local levels. The Internet and its
associated technologies are also subject to government regulation. Many existing
laws and regulations, when enacted, did not anticipate the methods of healthcare
e-commerce the Company is developing. The Company believes, however, that these
laws and regulations may nonetheless be applied to the Company's healthcare
e-commerce business. The Company believes that its products adhere to all
applicable regulations including HCFA and HIPAA Internet based medical
e-commerce mandates. See Risk Factors above.

                                       19
<PAGE>

Current HIPAA Timelines:

The Health and Human Services Department (HHS) is continuing to develop,
publish, and ratify rules regarding HIPAA. The privacy rule was published on
December 28, 2000.

Summary of the Current State of HIPAA Standards:

<TABLE>
<CAPTION>
Standard                           NPRM Published?    Final Rule Published?    Compliance Date
===============================================================================================
<S>                               <C>                    <C>                   <C>
Transactions and Code Sets        Yes. 05/07/1998        Yes. 08/17/2000       10/26/2002
===============================================================================================
National Provider Identifier      Yes. 05/07/1998        No Expected Date      No Expected Date
===============================================================================================
National Employer Identifier      Yes. 06/16/1998        No Expected Date      08/01/2005
===============================================================================================
Security                          Yes. 08/12/1998        Yes. 04/20/2003       04/21/2005
===============================================================================================
Privacy                           Yes. 11/03/1999        Yes. 12/28/2000       04/13/2003
===============================================================================================
National Health Plan              No Expected Date       No Expected Date      No Expected Date
Identifier
===============================================================================================
Claims Attachments                No Expected Date       No Expected Date      No Expected Date
===============================================================================================
Enforcement                       No Expected Date       No Expected Date      No Expected Date
===============================================================================================
National Individual Identifier    On Hold                On Hold               On Hold
===============================================================================================
</TABLE>



Current laws and regulations that may affect the healthcare e-commerce industry
relate to the following:

o    Confidential patient medical record information;

o    The electronic transmission of information from physicians' offices to
     agencies, pharmacies, and other healthcare providers;

o    The use of software applications in the diagnosis, cure, treatment,
     mitigation or prevention of disease;

o    Health maintenance organizations, insurers, healthcare service providers
     and/or employee health benefit plans; and

o    The relationships between or among healthcare providers.

                                    Employees

As of December 31, 2002, the Company had 14 full-time employees primarily
located in two offices which included 3 employees in systems development and
support, 7 employees in sales and customer support, 1 employee in finance and
accounting and 3 employees performing executive and administrative functions.
The Company also utilized one outside consultant in the capacity of Chief
Operating Officer. The Company's ability to achieve its financial and
operational objectives depends on its ability to continue to attract, integrate,
retain and motivate highly qualified technical and customer support personnel. A
competitive environment exists for attracting such personnel. If the Company
expands operations, additional employees may be necessary.

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<PAGE>

ITEM 2.  PROPERTIES

The Company's principal executive office is located in Austin, Texas in
approximately 3,900 square feet of leased office space. The company relocated to
new office space in June, 2002 and signed a short-term sub-lease with Catapult
Systems, Inc. On December 2, 2002 the Company entered into a two-year lease
agreement with Avallon-Braker, LTD. The monthly lease rate is $5,852. The
company believes that its facilities are adequate for the Company's current
operations and that additional leased space can be obtained if needed.

ITEM 3.  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 December 31, 2002 the
Company had recorded a liability of $30,000.

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 is
working on a settlement arrangement with Philip Mattingly.

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 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

                                       21
<PAGE>

costs of suit. The Defendants have filed a notice of appeal and their appellate
brief was due on May 5, 2003. As of this date, Defendants have not filed their
brief and are at risk of defaulting on the appeal. The Court ordered the
Defendants to return their eClickMD, Inc. stock, delivering same to the United
States Marshall in Austin, Texas. About half of the shares have been returned to
date and same will be sold at auction by the United States Marshall's office in
the near future. Once the stock has been sold, the proceeds will be applied to
the Judgment balance and eClickMD, Inc. will continue its efforts to collect on
the judgment.

Cause No. 67-190588-01: 67th Judicial District Court of Travis County, Texas.
Fred Klutts vs. LEP Capital & Consulting Inc., John W. Pittman, eClickMD, Inc.
(formerly Link.Com). Lawsuit filed for collection of LEP Capital and Consulting,
Inc. promissory note payable to Fred Klutts totaling $40,000 plus accrued
interest. A "No-Answer Final Default Judgment" was rendered upon the defendants
on January 29, 2002. eClickMD, Inc. settled the matter with the plaintiff on
August 5, 2002 and arranged a pay-out plan over time for the promissory note
payable plus accrued interest. Accordingly, at December 31, 2002 the Company had
recorded a liability in the amount of $7,596 for the balance of payments plus
accrued interest due on the note.

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 December 31,
2002 the Company had a liability recorded in the amount of $55,517 for the
balance of payments plus accrued interest due on the note.

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.

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,

                                       22
<PAGE>

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.

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 December 31, 2002 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 December 31, 2002, 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 May 13, 2003, eClickMD, Inc. (the "Company") filed a voluntary petition under
chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Western District of Texas (the "Bankruptcy
Court") (Case No. 03-12387). The Company remains in possession of its assets and
properties, and continues to operate its business and manage its properties as
debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common Stock is traded on the OTC Bulletin Board. It is currently traded
under the symbol ECMD.OB. The following table sets forth the range of high and
low prices as reported on the National Quotation Bureau Pink Sheets for the
periods indicated. The quotations reflect inter-dealer prices without retail
mark-up, mark-down or commission, and may not necessarily represent actual
transactions. Prior to the last fiscal year, the Company has had minimal or no
trading activity since 1995.

         Fiscal Year 2002                    High           Low
         -------------------------------------------------------
         Quarter ended March 31              $.95          $0.25
         Quarter ended June 30               $.51          $0.22
         Quarter ended September 30          $.32          $0.11
         Quarter ended December 31           $.20          $0.11

                                       23
<PAGE>

As of December 31, 2002, the Company had 1,126 holders of record of its Common
Stock.

The Company has not declared or paid cash dividends on its Common Stock and
presently has no plans to do so. Any change in the Company's dividend policy
will be at the sole discretion of the Board of Directors and will depend on the
Company's profitability, financial condition, capital needs, future loan
covenants, general economic conditions, future prospects and other factors
deemed relevant by the Board of Directors. The Company currently intends to
retain earnings for use in the operation and expansion of the Company's business
and does not anticipate paying cash dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto included elsewhere in
this Report on Form 10-KSB. The discussion in this section of this Report on
Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, those
discussed in Risk Factors and those discussed elsewhere in this Report on Form
10-KSB.

                                    Overview

eClickMD, Inc. is the leader in 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.

                               Recent Developments

On May 13, 2003, eClickMD, Inc. (the "Company") filed a voluntary petition under
chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Western District of Texas (the "Bankruptcy
Court") (Case No. 03-12387). The Company remains in possession of its assets and
properties, and continues to operate its business and manage its properties as
debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.

For further information, see Footnote Q in the accompanying Notes to the
Consolidated Financial Statements.

                              Results of Operations

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues

eClickMD, Inc. Revenues totaled $322,586 for the year ended December 31, 2002
versus $438,708 for the year ended December 31, 2001. This decrease in revenue
of $116,122, or 26%, is primarily the result of the following:

1.)  Fewer customers were billed in Year 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.

2.)  The company maximized available resources in Year 2002, therefore fewer
sales and marketing programs existed.

3.)  Due to a change in the Company's billing model, in Year 2002, Physicians
were no longer charged $35/month to use the software.

                                       24
<PAGE>

4.)  Due to the bankruptcy of a premier customer, Interlink Home Health, in
2002, Safehaven revenue is lower; Interlink Home Health was the exclusive
customer of the Net.Care (Oasis) product and is no longer using the service.

Costs and Expenses

eClickMD, Inc. Costs and Expenses totaled $2,722,725 for the year ended December
31, 2002 versus $2,603,017 for the year ended December 31, 2001. This increase
in costs and expenses of $119,708, or 5% is primarily the result of the
following:

1.)  Higher bad debt expense resulting from the write-off of receivables for the
     purchase of equity from directors, officers, employees and contractors,
     totaling $275,794 that were deemed to be uncollectible in the third quarter
     of 2002.

2.)  Partially offsetting these higher expenses were lower financial and
     management consulting expenses of $69,428 in year 2002 resulting from
     expenses incurred in year 2001 for placement fees and stock options issued
     for services related to the private placement financing that occurred in
     the forth quarter of year 2001 and lower payroll expenses of $99,845
     resulting from fewer employees on payroll during 2000.

Other Income

eClickMD, Inc. other expense totaled $5,951 for the year ended December 31, 2002
versus other income of $5,964 for the year ended December 31, 2001. This
increase in expense of $11,915 is primarily due to the write-off of interest
receivable on notes receivable for the purchase of equity from directors,
officers, employees and contractors, that were deemed to be uncollectible,
during the third quarter of 2002.

Interest Expense

eClickMD, Inc. interest expense totaled $467,125 for the year ended December 31,
2002 versus interest expense of $1,780,340 for the year ended December 31, 2001.
This decrease in expense of $1,313,215 is primarily due to expenses incurred in
the fourth quarter of 2001 for the beneficial conversion features of $766,185
and stock options of $451,204 related to the issuance of debt (private placement
financing) that occurred in the fourth quarter of 2001.


                         Liquidity and Capital Resources

Net cash used by operating activities for the year ended 2002 and 2001 was
$1,634,811 and $1,586,522, 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 of $1,440,434 in 2002 and $1,871,077
in 2001 consisted primarily 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 December 31, 2002 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
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

                                       25
<PAGE>

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
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 were $607,059. The Company paid
commissions of 7%, paid certain expenses of the financing and realized net
proceeds of approximately $545,581 on the financing. In the financing, the
Company issued an aggregate of $607,059 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.

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.

                                       26
<PAGE>

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.

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 13, 2002 were
$750,000. The Company paid commissions of 8.5%, paid certain expenses of the
financing and realized net proceeds of approximately $616,387 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 75 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 740,001 shares of common stock at an exercise price of $1.00 per
share with 240,000 warrants issued to the Placement Agent and 500,001 warrants
issued to the investor. These warrants expire in October and November of 2007.

The holders of the Series A Convertible Preferred Stock, par value $.001, stated
value $10,000 per share, shall vote together with the common stock holders as a
single class with each preferred share having the number of votes equal to the
largest whole number of shares of Common Stock into which such Preferred Share
could be converted, at the record date for the determination of the shareholders
entitled to vote on such matters. Subject to certain anti-dilution adjustments,
the conversion price of each Preferred Share shall be $0.50. In the event of any
liquidation of the Company, the holders of the Preferred Shares shall be
entitled to receive out of the assets of the Company, legally available for

                                       27
<PAGE>

distribution therefrom, before any amount shall be paid to holders of any of the
capital stock of the Company of any class junior in rank to the Preferred Shares
in respect of the preferences as to the distributions and payments on the
liquidation, dissolution, winding up of the Company, an amount equal to $10,000
per Preferred Share subject to certain adjustments. All shares of Common Stock
shall be of junior rank to all Preferred Shares as to the preferences and
distributions and payments upon liquidation, dissolution and winding up of the
Company. The rights of the shares of Common Stock shall be subject to the
preferences and relative rights of the Preferred Shares.

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.

The Company recently petitioned for protection under Chapter 11 of the United
States Bankruptcy Code. For further information, see Footnote Q in the
accompanying Notes to the Consolidated Financial Statements.

                                    Inflation

The Company believes that inflation generally has not had a material impact on
its operations or liquidity to date.

ITEM 7.  FINANCIAL STATEMENTS

The consolidated financial statements of the Company are included herein
beginning on page F-1.


                                    PART III

ITEM 8.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the age and position of each of the Company's
executive officers, directors and key employees at December 31, 2002:

Name                     Age     Position
-----                    ---     --------

Richard F. Corlin, MD    62      Chairman of the Board of Directors and Chief
                                 Medical Officer

Marion Robert Rice       49      Chief Executive Officer, President and Director

Robert Woodrow           61      Chief Operations Officer and Director

Neil Burley              42      Chief Financial Officer


                                       28
<PAGE>

Jason Streit             30      Chief Technology Officer

Gary Humberson           49      Director

Allen Stamy              61      Director


Richard F. Corlin, MD has been a director of eClickMD since September 23, 2000,
and became Chairman of the Board of Directors and Chief Medical Officer in
August, 2002. He is a gastroenterologist in private practice in Santa Monica,
California,and was elected President-Elect of the American Medical Association
(AMA) in June 2000. Prior to becoming President-Elect, Dr. Corlin served as
Speaker of the AMA's House of Delegates for five years. He has been active in
the affairs of the AMA for the past twenty years, having served for nine years
as a member and then Chair of the AMA Council on Long Range Planning and
Development. In 1992, the Secretary of Health and Human Services, Dr. Louis
Sullivan, invited Dr. Corlin to serve as a member of the Advisory Committee to
the Director of the National Institute of Health. Dr. Corlin served as President
of the California Medical Association (CMA) from 1992 to 1993, was Vice Speaker
and Speaker of the CMA House of Delegates for nine years, and a member of its
Board of Trustees for twelve years and chaired numerous committees of the CMA
including the Finance Committee, the Liaison Committee to State Hospital medical
staffs, and was an active member of the CMA Speakers Bureau on tort reform. Dr.
Corlin is a graduate of Rutgers University, and received his M.D. degree from
Hahnemann Medical College. Following residency training at Hahnemann, Dr. Corlin
served as a Lt. Commander in the USPHS, Heart Disease and Stroke Control Program
from 1968 to 1970, and then took a gastroenterology fellowship at UCLA. He is a
fellow of the American College of Physicians, is a member of both the American
Gastroenterology Association and the American Society of Internal Medicine, and
is a past President of the Southern California Society of Gastrointestinal
Endoscopy. He is also the Chairman of the Audio Digest Foundation, and is an
assistant clinical professor at the University of California-Los Angeles School
of Medicine.

Marion Robert (Bob) Rice is a co-founder of eClickMD, Inc. and served as our
Chairman from September 1999 through August 2002 and as our Chief Executive
Officer from September 1999 through April 2003. From 1993 to 1999, Mr. Rice was
a co-founder and Chief Executive Officer of Centratex Support Services, Inc., a
provider of homecare management consulting and billing services. In 1993, Mr.
Rice also co-founded Brady Health Care Services, Inc., a corporation providing
regional home care nursing services. In 1990, Mr. Rice founded Countywide
Insurance, a regional all-line insurance agency. In 1996, he co-founded and
served as President of Venture Information Systems LLC, a software development
company which developed the Company's original product, DocLink. In 1998, he
founded and served as President of National Health Care Information Systems,
LLC.

Bob Woodrow joined the board of directors in May, 2002 and has served as our
Chief Operating Officer since September 2002. Mr. Woodrow has been an advisor
and member of the Board of Directors of numerous early stage information
technology companies during the past 15 years, including most recently Syrinex
Communication Corporation and Voice Technology Group which was later acquired by
Intel Corporation. He last served as President and CEO of VMI, a leading
learning systems and market research company. He has also held offices of CFO
and COO at global software and professional services leading Compuware. He has
also held chief technology positions at Continental Information Systems and
Agway. He has been a visiting Professor at Syracuse University's Graduate School
of Management and was Chairman of the Curriculum Board while he completed his
Ph.D. curriculum requirements. He holds a B.S. from Bentley College and an
M.B.A. from Cornell University.

Neil Burley has served the Company as Chief Financial Officer since July 2002.
Mr. Burley is primarily responsible for the development of the Company's
financial model, optimization of cash flow and all aspects of finance and
accounting. He is a well-seasoned financial executive with over 20 years of

                                       29
<PAGE>

experience. Mr. Burley spent a significant amount of time at Pennzoil Company
where he held a variety of accounting and finance positions, including
responsibility for all internal and external (SEC) financial reporting for the
Manufacturing and Marketing Divisions. He joined Compaq Computer Corporation in
April 1996, and served as Director of Corporate Financial Planning and Analysis
in his last year at Compaq. In this role he functioned as a senior financial
advisor to the Chief Financial Officer and Corporate Controller of this Fortune
500 Company. He led a professional team in the development and preparation of
consolidated financial reports, board presentations, speech materials, quarterly
budgets, earnings targets and financial forecasts for all company regions and
business units. In May 2000, he left Compaq to accept equity participation and a
senior management role as VP Finance and Controller in the start-up of a managed
data storage services company, StorageProvider, Inc. In this role he assumed
financial leadership responsibility for the strategic planning, staffing,
budgeting, and management of the entire finance and accounting infrastructure.
Mr. Burley graduated from Louisiana State University and is a Texas Certified
Public Accountant.

Jason Streit has served the company as Chief Technology Officer since November
2000. Mr. Streit is primarily responsible for the design and execution of
eClickMD's technology platform. Mr. Streit's background in information systems
development is well regarded in the consulting industry. Prior to joining
eClickMD, Mr. Streit worked at Raymond James Consulting where he became Feature
Lead for Dell Computer Corporation and implemented coding standards and best
practices. In 1996, he spent three years working with USAA Insurance as Lead
Consultant and implemented coding and design standards still used within the
organization today. Previous to 1996, Mr. Streit worked with Lockheed Martin on
applications using Visual Basic, Access, and Crystal reports, and as an
independent contractor who developed a Visual Basic program that used Access as
a database to provide a GUI grade book with day-planner utilized by classroom
teachers.

Gary Humberson has been a director of eCliCkMD, Inc. since December 31, 2000.
Mr. Humberson's extensive background in operation, sales, and marketing in the
health care and insurance industries has afforded him the expertise and
experience to serve as a wealth of knowledge for companies in the industry. He
served as the President and CEO of Interlink Home Health Care, Inc., a home
health services company, from January 1999 to May 2002. There he was responsible
for the oversight of the clinical and financial well being of the company with
14 offices located in Texas, Louisiana, and Colorado with revenue exceeding $28
million annually. Prior to Interlink, he served as National Marketing Director
at Centratex, Inc.and was responsible for the marketing of Centratex's billing,
management and consulting services to home health care companies throughout the
Southwest. Mr. Humberson also spent several years with National Health Insurance
Company where he served as a Divisional Marketing Director marketing health,
life, disability and dental insurance programs within the states of Texas and
Oklahoma to individual and small businesses. He was also responsible for the
development and marketing efforts of a fifty-person sales team.

Allen (Al) Stamy has been a director of eClickMD, Inc. since August, 2002. From
February 1996 to the present, Mr. Stamy has served as the President and Chief
Operating Officer and more recently Chief Executive Officer of Audio-Digest
Foundation in Glendale, California a preeminent provider of high quality
continuing medical education to healthcare professionals. Here he has overseen
continual sales growth and increased profitability through strategies of growth
by performance and acquisition to create an enterprise comprised of over 150
employees and with revenues of $24 Million. In his role, Al also provides
management oversight to Marathon Multimedia, a leading provider of information
management solutions to medical societies as well as CME Unlimited, a medical
conference capture and e-commerce business. Prior to joining Audio-Digest
Foundation, Al worked in education and technology industries where he has had
extensive experience in sales, product management, marketing and general

                                       30
<PAGE>

management. He previously worked for companies such as National Computer
Systems, Science Research Associates and IBM Corporation where he managed a full
product line including significant new product development. He distributed
products through a national direct sales force, direct response marketing and
through complementary third-party distribution channels. He specialized in
opening the Pacific Rim markets for IBM's small computers and peripherals and
managed the small system product portfolio for maximum profitability. Al earned
a Bachelor of Business Administration from the University of Iowa and a Master's
of Business Administration from the University of Chicago. He attended the
Columbia University Executive Program, the IBM Senior Management Program and a
broad range of corporate schools on competitive strategies, marketing, quality
management, and leadership. In addition, Al serves on several boards and
committees related to his industry.

In August 2000, the Company's shareholders approved the 2000 Directors Stock
Option Plan which designates options to purchase common stock to non-employee
directors of the Company.

The Company is not aware of involvement in any legal proceedings by its
directors or executive officers during the past five years that are material to
an evaluation of the ability or integrity of such director or executive officer.

The Company has standing audit and compensation committees of the Board of
Directors. These committees were established in December 2001.

Compliance with Section 16(a) of The Exchange Act.

No reporting person failed to file on a timely basis reports required by section
16(a) of the Exchange Act since such reporting persons became subject to such
reporting requirements during 2000.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                        ---------Annual Compensation---------   ---------Long-Term Compensation----------

                                                                Restricted  Common Shares
                                                                  Stock      Underlying
                                                    Other         Awards   Options Granted
Name and                                           Annual                                     All Other
Position                Year   Salary    Bonus   Compensation   (# shares)   (# Shares)      Compensation
---------               ----   ------    -----   ------------   ----------   ----------      ------------
<S>                     <C>    <C>         <C>         <C>       <C>          <C>                  <C>
Marion R. Rice (1)      2002   $90,938    -0-         -0-          -0-          -0-               -0-
CEO and Director        2001   $90,000    -0-         -0-          -0-          -0-               -0-
                        2000   $90,000    -0-         -0-          -0-          -0-               -0-

Andy W. McBee (2)       2002   $ -0-      -0-         -0-          -0-          -0-               -0-
Asst. Secretary         2001   $ -0-      -0-         -0-          -0-          -0-               -0-
Director                2000   $32,500    -0-         -0-          -0-          -0-               -0-

Dr. Richard Corlin(3)   2002   $ -0-      -0-         -0-          -0-        150,000             -0-
Chairman and Chief      2001   $ -0-      -0-         -0-          -0-          -0-               -0-
  Medical Officer       2000   $ -0-      -0-         -0-          -0-        100,000             -0-

Gary Humberson (4)      2002   $ -0-      -0-         -0-          -0-          -0-               -0-
Director                2001   $ -0-      -0-         -0-          -0-        100,000             -0-
                        2000   $ -0-      -0-         -0-          -0-          -0-               -0-

Allen Stamy(5)          2002   $ -0-      -0-         -0-          -0-        100,000             -0-
Director                2001   $ -0-      -0-         -0-          -0-          -0-               -0-
                        2000   $ -0-      -0-         -0-          -0-          -0-               -0-

Robert Woodrow (6)      2002   $16,000    -0-         -0-        250,000      600,000             -0-
Director and Chief      2001   $ -0-      -0-         -0-          -0-          -0-               -0-
  Operating Officer     2000   $ -0-      -0-         -0-          -0-          -0-               -0-
</TABLE>

                                       31
<PAGE>

(1)  Mr. Rice has served as President and Chief Executive Officer of eClickMD,
     Inc. since its Reorganization in September, 1999 through April 2003. Mr.
     Rice received cash compensation in Year 2001 of $7,500 and he accrued
     additional salary of $82,500 through December 31, 2001. Mr. Rice received
     cash compensation in Year 2002 of $42,188 and he accrued additional salary
     of $48,750 through December 31, 2002. Mr. Rice resigned as CEO of the
     Company on April 22, 2003 and remains on the board of directors.

(2)  Mr. McBee served as a director and Assistant Secretary from September 1999
     through November 2002. Mr. McBee resigned from the board of directors on
     November 25, 2002.

(3)  Dr. Corlin has served as a director since September 23, 2000. He holds
     options to purchase 100,000 shares of common stock issued pursuant to the
     Company's 2000 Director's Option Plan. The options have an exercise price
     of $0.15 per share and expire August 2004. As renumeration for accepting
     the position of Chief Medical Officer, effective August 2002, Dr. Corlin
     was issued 150,000 common stock purchase warrant shares, each of 5 years
     duration and with an initial exercise price of $1.00 per share.

(4)  Gary Humberson has served as a director since October 2, 2001. He was
     granted options to purchase 100,000 shares of common stock issued pursuant
     to the Company's 2000 Director's Option Plan. The options have an exercise
     price of $0.30 per share and expire October 2005. Mr. Humberson resigned
     from the board of directors on April 16, 2003.

(5)  Allen Stamy has served as a director since August 8, 2002. He was granted
     options to purchase 100,000 shares of common stock issued pursuant to the
     Company's 2000 Director's Option Plan. The options have an exercise price
     of $0.16 per share and expire August 2006.

(6)  Robert Woodrow has served as a director since May 13, 2002. He was granted
     options to purchase 100,000 shares of common stock issued pursuant to the
     Company's 2000 Director's Option Plan. The options have an exercise price
     of $0.40 per share and expire May 2006. Mr. Woodrow has served as Chief
     Operating Officer since September 1, 2002. For his services as Chief
     Operating Officer, Mr. Woodrow was hired as an outside consultant. He was
     paid $4,000 per month in cash compensation plus all reasonable travel and
     other expenses relating to the execution of his duties. In addition, on
     September 1, 2002 he received 250,000 shares of common stock and he was
     granted an option to purchase 500,000 shares of common stock at $1.00 per
     share. These options vest only upon the milestone of 100,000 patient census
     and have a four-year life.

The directors were not paid any monetary compensation for serving on the Board
of Directors. From time to time, we may engage certain members of the board of
directors to perform services on our behalf. In such cases, we compensate the
members for their services at rates no more favorable than could be obtained
from unaffiliated parties.

As permitted by Section 78.751 of the Nevada General Corporation Law, the
Company's Certificate of Incorporation includes a provision that eliminates the
personal liability of our directors for monetary damages for breach or alleged
breach of their fiduciary duty as directors. In addition, as permitted by
Section 78.751 of the Nevada General Corporation Law, the Company's Bylaws
provide that it may, in its discretion: (i) indemnify its directors, officers,
employees and agents and persons serving in such capacities in other business
enterprises (including, for example, its subsidiaries) at its request, to the
fullest extent permitted by law; and (ii) advance expenses, as incurred, to its
directors and officers in connection with defending a proceeding.

                                       32
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of December 31, 2002 by (i) each of
our Directors, (ii) each of our Executive Officers, (iii) each person who is
known by us to own beneficially more than 5% of the common stock and (iv) all
Directors and Officers as a group.

Name                                      Number of Shares     Percentage
----                                      ----------------     ----------
Richard F. Corlin, MD (1)                       250,000            1.2%
Marion Robert Rice                            3,533,725           16.7%
Robert Woodrow  (2)                             850,000            4.0%
Neil Burley  (3)                                200,000            0.9%
Jason Streit  (4)                               500,000            2.4%
Gary Humberson (5)                              100,000            0.5%
Allen Stamy  (6)                                100,000            0.5%
Andy Wade McBee (7)                           2,370,701           11.2%
Donald Deshotels                              1,081,172            5.1%
Sandra Denise Deshotels                       1,004,917            4.7%
Sheila Kay Hemphill                           1,539,589            7.3%
Gryphon Opportunities Fund I, LLC (8)         3,134,075           14.8%

All Directors and Officers as a Group 7,904,426.

     (1)  Includes currently exercisable options to purchase 75,000 shares of
          common stock granted under the Company's 2000 Director's Option Plan
          and 150,000 common stock purchase warrants
     (2)  Includes currently exercisable options to purchase 25,000 shares of
          common stock granted under the Company's 2000 Director's Option Plan
     (3)  Includes currently exercisable options to purchase 100,000 shares of
          common stock granted under the Company's 2000 Stock Option Plan
     (4)  Includes currently exercisable options to purchase 301,142 shares of
          common stock granted under the Company's 2000 Stock Option Plan
     (5)  Includes currently exercisable options to purchase 50,000 shares of
          common stock granted under the Company's 2000 Director's Option Plan
     (6)  Includes currently exercisable options to purchase 25,000 shares of
          common stock granted under the Company's 2000 Director's Option Plan
     (7)  On February 14, 2003, in a litigation settlement, Andy Wade McBee
          "sold, assigned and transferred" to the Schlinger Foundation, a
          California nonprofit corporation, 1,970,701 shares of the common stock
          of eClickMD, Inc., standing in the name of Andy W. McBee on the books
          of the corporation; As a condition of the September 30, 2002,
          Placement Agency Agreement, Mr. McBee entered into a lock-up agreement
          restricting his sale or transfer of any shares of common stock, held
          in his name, for a one year period, subject to certain limitations
     (8)  Excludes 277,012 shares of common stock owned by York Avenue Holding
          Corp, an affiliate of Gryphon Opportunities Fund I, LLC


The address for each of the above individuals is 3001 Bee Caves Road, Suite 250,
Austin, Texas 78746, except for Mr. And Mrs. Deshotels whose address is 3232
Shaw Cemetary Road, Zachary, Louisiana, 70791 and Gryphon Opportunities Fund I,
LLC whose address is 233 Fifth Avenue, Suite 5B, New York, New York, 10016.

                                       33
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In October 2000, the Company borrowed $155,000 from Marion Robert Rice, the
Company's Chief Executive Officer. The note which bore interest at 10% matured
in 2001. The note was collateralized by intellectual property of the company. In
the third quarter of 2001, the note, plus accrued interest of $14,810 was
exchanged for short-term and long-term notes payable of $102,977 (12% interest,
12 month note) and $69,810 (12% interest, 18 month note), respectively, both
collateralized by intellectual property of the Company.

Two shareholders, directors and officers of the Company also own stock of
Centratex, Inc. (Centratex) and are also officers of that company. During 2001
and 2000, Centratex Inc. incurred expenses on behalf of eClickMD, Inc. of
$19,236 and $8,000, respectively. Centratex, Inc. is a company owned by Marion
Robert Rice, the Company's CEO and Andy McBee, a past director of the Company.
The Company recorded an account payable to Centratex, Inc. in the amount of
$19,284 and $19,236 at December 31, 2002 and 2001, respectively. Additionally,
during 2001, the Company received proceeds of $37,000 through the issuance of
three convertible notes to Centratex. The notes bear interest at 10% per annum,
are convertible at $2.00 per share and matured in 2002. These notes are
currently due on demand.

At December 31, 2002, the Company has an outstanding convertible note payable to
an employee in the amount of $14,250. The note bears interest at 10% per annum,
is convertible at $2.00 per share and matures in 2002. Additionally, during 2001
the Company issued a promissory note to this employee in settlement of a
termination without cause claim for $27,083. This note bears interest at 10% per
annum was due and payable on June 1, 2002. As of the date of this filing these
two notes are in default, and are both due on demand.

The payable to related parties of $435,593 and $381,493 includes accrued officer
compensation of $371,543 and $330,293 at December 31, 2002 and 2001,
respectively.

                                       34
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

The following Exhibits are incorporated by reference to the filing or are
included following the Index to Exhibits.

Number            Description
------            -----------

3.1      Articles of Incorporation of the Company (1)

3.2      Articles of Amendment to Articles of Incorporation (1)

3.3      Bylaws of Company (1)

10.1     The Agreement between the Company and Gryphon Opportunities Fund I, LLC
         Dated March 31, 2003

10.2     The Security Agreement between the Company and Gryphon Opportunities
         Fund I, LLC Dated March 31, 2003

10.3     The Senior Secured Promissory Note Date March 31, 2003 by and between
         The Company and Gryphon Opportunities Fund, I, LLC

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

(1)  Incorporated by reference to the Company's original registration statement
     on Form 10-SB, filed with the Securities Exchange Commission on January 11,
     1999, File No. 0-29804.

                                       35
<PAGE>

No Reports on form 8-K were filed by the company during the fourth quarter of
the period covered by this report.


ITEM 14. CONTROLS AND PROCEDURES

Based on their evaluation of the Company's disclosure controls and procedures as
of a date within 90 days of the filing of this Report, the Chief Executive
Officer and Chief Financial Officer have concluded that such controls and
procedures are effective.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect such controls subsequent to the date of
evaluation.


                                       36
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                         eClickMD, Inc. and Subsidiaries

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.......................... F-1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets at December 31, 2002 and 2001................... F-2

Consolidated Statements of Operations for the years
   ended December 31, 2002 and 2001......................................... F-4

Consolidated Statement of Changes in Shareholders' Deficit for
   the years ended December 31, 2002 and 2001............................... F-5

Consolidated Statements of Cash Flows for the years ended
   December 31, 2002 and 2001............................................... F-6

Notes to Consolidated Financial Statements.................................. F-7
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
eClickMD, INC.

We have audited the accompanying consolidated balance sheets of eClickMD, Inc.
and Subsidiaries as of December 31, 2002 and 2001 and the related consolidated
statements of operations, changes in shareholders' deficit, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of eClickMD, Inc. and
Subsidiaries as of December 31, 2002 and 2001, and the consolidated results of
their operations and their consolidated cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

As described in Note B, the accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. The
Company has experienced recurring losses and has liabilities significantly in
excess of assets at December 31, 2002. The Company has generated recurring
negative cash flows from operations. In addition, as described in Note Q, on May
13, 2003 the Company filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Western
District of Texas. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Unless the Company obtains additional
financing, it will not be able to meet its obligations as they come due and it
will be unable to execute its long-term business plan. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

KBA Group, LLP

Dallas, Texas
April 25, 2003, except for the last paragraph of Note Q for which the date is
May 13, 2003


                                       F-1
<PAGE>

<TABLE>
<CAPTION>
                         eClickMD, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2002 and 2001


                                        ASSETS
                                        ------

                                                                   2002         2001
                                                                ----------   ----------
<S>                                                             <C>          <C>
Current assets
   Cash and cash equivalents                                    $   85,204   $  290,222
   Accounts receivable - trade, net of allowance for doubtful
     accounts of $29,843 and $31,706 at December 31, 2002 and
     December 31, 2001, respectively                                 7,590       16,543
   Other current assets                                             11,645        5,802
                                                                ----------   ----------
       Total current assets                                        104,439      312,567

Property and equipment, net of accumulated depreciation of
   $451,874 and $296,007 at December 31, 2002 and
   December 31, 2001, respectively                                 107,088      252,313
Deferred financing fees, net of accumulated amortization of
   $78,345 at December 31, 2002                                      7,309           --
Other Assets                                                        10,414           --
                                                                ----------   ----------

       Total assets                                             $  229,250   $  564,880
                                                                ==========   ==========
</TABLE>


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

                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                                    eClickMD, Inc. and Subsidiaries

                                CONSOLIDATED BALANCE SHEETS - CONTINUED
                                      December 31, 2002 and 2001



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

                                                                              2002            2001
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
Current liabilities
   Line of credit                                                         $    360,000    $    360,000
   Current notes payable (including $220,247 and $130,060 to related
    parties at December 31, 2002 and December 31, 2001, respectively)          569,722         152,307
   Convertible notes and debentures - current maturities
    (including $51,250 to related parties), net of unamortized debt
    discount of $9,769 at December 31, 2002                                  2,019,060         174,350
   Customer deposits                                                             1,325              --
   Payable to related parties                                                  435,593         381,493
   Accounts payable (including $4,044 and $19,230 to related parties at
    December 31, 2002 and December 31, 2001, respectively)                     858,060         904,394
   Accrued payroll tax liabilities                                              16,378         129,649
   Capital lease obligation payable - current maturities                        78,995              --
   Accrued liabilities                                                         369,213         213,294
                                                                          ------------    ------------
      Total current liabilities                                              4,708,346       2,315,487

Capital lease obligation, net of current portion                               116,950              --

Long-term notes payable (including $64,810 to a related party at
 December 31, 2001)                                                             35,513         123,805

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

Commitments and Contingencies
(Notes B, G and P)

Shareholders' deficit
   Preferred stock - $0.001 par value; 15,000,000 shares authorized,
    75 shares issued and outstanding at December 31, 2002                           --              --
   Common stock - $0.001 par value; 50,000,000 shares authorized,
    21,190,688 and 17,121,368 shares issued and outstanding at
    December 31, 2002 and December 31, 2001, respectively                       21,191          17,121
   Additional paid-in capital                                                6,855,739       5,100,419
   Receivable for the purchase of equity                                            --        (275,794)
   Accumulated deficit                                                     (11,508,489)     (8,635,274)
                                                                          ------------    ------------
      Total shareholders' deficit                                           (4,631,559)     (3,793,528)
                                                                          ------------    ------------

      Total liabilities and shareholders' deficit                         $    229,250    $    564,880
                                                                          ============    ============
</TABLE>


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

                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                           eClickMD, Inc. and Subsidiaries

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                   For the Years Ended December 31, 2002 and 2001


                                                             2002            2001
                                                         ------------    ------------

<S>                                                      <C>             <C>
Revenues                                                 $    322,586    $    438,708

Operating expenses
   Cost of revenues                                           257,206         283,890
   Research & development costs                                58,460         125,427
   Selling, general & administrative                        2,407,059       2,193,700
                                                         ------------    ------------

   Operating loss                                          (2,400,139)     (2,164,309)

Other income (expense)                                         (5,951)          5,964
Interest expense                                             (467,125)     (1,780,340)
                                                         ------------    ------------
   Net loss                                              $ (2,873,215)   $ (3,938,685)
                                                         ============    ============

Net loss per common share - basic and diluted            $      (0.14)   $      (0.28)
                                                         ============    ============

Weighted-average number of common shares outstanding -     19,963,733      14,005,640
   basic and diluted                                     ============    ============
</TABLE>


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

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                                             eClickMD, Inc. and Subsidiaries

                               CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
                                     For the years ended December 31, 2002 and 2001


                                                       Preferred Stock                 Common Stock           Additional
                                                 ---------------------------   ---------------------------     Paid-in-
                                                    Shares         Amount         Shares         Amount         Capital
                                                 ------------   ------------   ------------   ------------   ------------
<S>                                                        <C>  <C>              <C>          <C>            <C>
Balances at December 31, 2000                              --   $         --     11,875,289   $     11,875   $  1,313,748
  Issuance of common stock for services                    --             --      2,215,000          2,215        140,835
  Issuance of stock options and warrants
    for services                                           --             --             --             --        264,198
  Conversion of notes payable                              --             --      1,548,919          1,549      1,522,645
  Exercise of options for cash                             --             --        213,544            214         31,818
  Exercise of options for notes                            --             --      1,268,616          1,268        272,526
  Deferred financing fees                                  --             --             --             --        337,260
  Embedded beneficial conversion
    feature of convertible notes                           --             --             --             --      1,217,389
  Net loss for the year                                    --             --             --             --             --
                                                 ------------   ------------   ------------   ------------   ------------
Balances at December 31, 2001                              --             --     17,121,368         17,121      5,100,419
  Exercise of options for cash                             --             --        301,333            302         68,698
  Conversion of notes payable                              --             --      2,843,045          2,843        605,853
  Issuance of warrants in connection
    with debt financing                                    --             --             --             --         80,340
  Common stock issued with
    convertible debentures                                 --             --        424,942            425         96,040
  Issuance of stock options for services                   --             --             --             --         33,309
  Issuance of common stock for services                    --             --        500,000            500        219,500
  Write-off of receivables for the purchase of
    equity                                                 --             --             --             --             --
  Issuance of preferred stock in connection
    with private placement                                 75             --             --             --        750,000
  Direct expenses incurred in connection with
    the issuance of equity                                 --             --             --             --        (98,420)
  Net loss for the year                                    --             --             --             --             --
                                                 ------------   ------------   ------------   ------------   ------------
Balance at December 31, 2002                               75   $         --     21,190,688   $     21,191   $  6,855,739
                                                 ============   ============   ============   ============   ============
</TABLE>


<TABLE>
<CAPTION>
                                                 Accumulated        Notes
                                                   Deficit        Receivable         Total
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Balances at December 31, 2000                    $ (4,696,589)   $     (2,000)   $ (3,372,966)
  Issuance of common stock for services                    --              --         143,050
  Issuance of stock options and warrants
    for services                                           --              --         264,198
  Conversion of notes payable                              --              --       1,524,194
  Exercise of options for cash                             --              --          32,032
  Exercise of options for notes                            --        (273,794)             --
  Deferred financing fees                                  --              --         337,260
  Embedded beneficial conversion
    feature of convertible notes                           --              --       1,217,389
  Net loss for the year                            (3,938,685)             --      (3,938,685)
                                                 ------------    ------------    ------------
Balances at December 31, 2001                      (8,635,274)       (275,794)     (3,793,528)
  Exercise of options for cash                             --              --          69,000
  Conversion of notes payable                              --              --         608,696
  Issuance of warrants in connection
    with debt financing                                    --              --          80,340
  Common stock issued with
    convertible debentures                                 --              --          96,465
  Issuance of stock options for services                   --              --          33,309
  Issuance of common stock for services                    --              --         220,000
  Write-off of receivables for the purchase of
    equity                                                 --         275,794         275,794
  Issuance of preferred stock in connection
    with private placement                                 --              --         750,000
  Direct expenses incurred in connection with
    the issuance of equity                                 --              --         (98,420)
  Net loss for the year                            (2,873,215)             --      (2,873,215)
                                                 ------------    ------------    ------------
Balance at December 31, 2002                     $(11,508,489)   $         --    $ (4,631,559)
                                                 ============    ============    ============
</TABLE>


The accompanying notes are an integral part of this consolidated financial
statement.

                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                                        eCLICKMD, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended
                                          December 31, 2002 and 2001


                                                                                      2002            2001
                                                                                  ------------    ------------
<S>                                                                               <C>             <C>
Cash flows from operating activities
   Net loss                                                                       $ (2,873,215)   $ (3,938,685)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation                                                                     155,867         154,549
      Bad Debt Expense                                                                 333,769          70,954
      Stock issued for services                                                        220,000         143,050
      Fair value of stock options issued for services                                   33,309         264,198
      Write-off of receivable for the purchase of equity                               275,794              --
      Amortization of deferred financing fees                                           78,345         418,272
      Amortization of debt discount                                                     97,862       1,217,389
      Gain on settlement of liability                                                   (6,240)             --
      Litigation settlement                                                             30,000              --
   Increases and decreases in working capital accounts:
      Accounts receivable - trade                                                     (324,817)        (75,439)
      Other current assets                                                              (5,843)         (5,451)
      Other assets                                                                     (10,415)
      Customer deposits                                                                  1,325         (18,830)
      Accounts payable                                                                 316,800          27,592
      Accrued liabilities                                                               42,648         155,879
                                                                                  ------------    ------------
         Cash flows used in operating activities                                    (1,634,811)     (1,586,522)

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

Cash flows from financing activities
   Bank overdraft                                                                           --         (37,240)
   Net payments on line of credit                                                           --         (40,000)
   Payments on capital lease obligation                                                (43,095)             --
   Payments on convertible notes payable and debentures                                (18,000)         (5,750)
   Cash paid for financing fees                                                        (61,478)
   Borrowings on convertible notes payable and debentures                              607,059       1,623,514
   Borrowings from related parties                                                      54,100         249,804
   Borrowings on notes payable (including $20,377 from related parties in 2002)        260,377         203,213
   Payments to related parties                                                              --         (38,500)
   Payments on notes payable                                                           (79,109)       (115,996)
   Proceeds from the issuance of preferred stock                                       750,000              --
   Expenses incurred in connection with the issuance of equity                         (98,420)
   Exercise of stock options                                                            69,000          32,032
                                                                                  ------------    ------------
      Cash flows provided by financing activities                                    1,440,434       1,871,077

Net increase (decrease) in cash and cash equivalents                                  (205,018)        283,623

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

Cash and cash equivalents, end of period                                          $     85,204    $    290,222
                                                                                  ============    ============

Supplemental disclosures for cash flow information:
   Cash paid during the period for:
      Interest                                                                    $     18,968    $     77,982
                                                                                  ============    ============
      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    $         --
                                                                                  ============    ============
      Refinance account payable through convertible note payable                  $     53,237    $         --
                                                                                  ============    ============
      Conversion of notes payable and accrued interest to common stock            $    608,696    $  1,524,194
                                                                                  ============    ============
      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                                      $         --    $    273,794
                                                                                  ============    ============
</TABLE>


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

                                       F-6
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF THE BUSINESS
----------------------

eClickMD, Inc. (the Company or eClick), a Nevada corporation incorporated on May
12, 1999, provides electronic transmittal, processing and data storage services
for the healthcare industry. The Company markets its services to customers
throughout the United States. The Company currently operates from locations in
Texas and Michigan.

In September 1999, the Company, operating under the name Link.Com (Link),
entered into a reverse acquisition agreement with Center Star Gold Mines, Inc.
(CSGM), a publicly held shell Nevada Corporation. CSGM purchased 100% of the
Company's shares in a tax-free reorganization. CSGM issued 10,388,898 shares of
CSGM $0.001 par value common stock in exchange for all of the outstanding shares
of Link. For accounting purposes, the acquisition of Link.Com by CSGM is treated
as a recapitalization of Link with Link as the acquirer (a reverse acquisition).
Subsequent to the reverse acquisition, the name of Center Star Gold Mines, Inc.
was changed to Link.Com, Inc. Effective May 26, 2000, the Company changed its
name to eClickMD, Inc.

PRINCIPLES OF CONSOLIDATION
---------------------------

The accompanying consolidated financial statements include the accounts of
eClickMD, Inc., and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

CASH EQUIVALENTS
----------------

For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
-------------------------------

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of the customers to make required payments.

PROPERTY AND EQUIPMENT
----------------------

Property and equipment are recorded at cost. The Company provides for
depreciation of its property and equipment using the straight-line method over
the estimated useful life of the depreciable assets ranging from three to five
years. Maintenance and repairs are expensed as incurred. Replacements and
betterments are capitalized.

Depreciation and amortization expense for the years ended December 31, 2002 and
2001 were $155,867 and $154,549, respectively.

                                       F-7
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS
---------------------------------------

The Company has purchased software products which it recorded at cost and is
amortizing on a straight-line basis over their estimated useful lives of 2 to 3
years. Costs incurred in the research and development of new software products
and enhancements to existing software products are expensed as incurred until
technological feasibility has been established. After technological feasibility
is established, any additional costs are capitalized in accordance with SFAS No.
86, Accounting for the Costs of Computer Software to Be Sold, Leased or
Otherwise Marketed.

Because the Company believes that its current process for developing software is
essentially completed concurrently with the establishment of technological
feasibility, no software development costs have been capitalized as of December
31, 2002.

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.

INCOME TAXES
------------

Deferred income taxes, if significant, are provided for in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes
(SFAS 109). Under the asset and liability method, as prescribed by SFAS 109,
deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory tax rates applicable to future years
to differences between financial statement carrying amounts and the tax basis of
existing assets and liabilities. Under the asset and liability method, the
effect on deferred taxes of a change in tax rates is recognized in income in the
period that includes the enactment date.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense or benefit is
the payable or refund for the period plus or minus the change during the period
in deferred tax assets and liabilities.

                                       F-8
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

REVENUE RECOGNITION
-------------------

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

LOSS PER COMMON SHARE
---------------------

Basic net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding for the year. Diluted net loss per
share is computed by dividing net loss by the weighted average number of common
shares and dilutive common stock equivalents outstanding for the year. Common
stock equivalents have been excluded from the computation since such inclusion
would have an anti-dilutive effect for the years ended December 31, 2002 and
2001.

LONG-LIVED ASSETS
-----------------

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets," effective
January 1, 2002. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets or Assets to be Disposed of." Both of these
standards require that long-lived assets and certain intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to the future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the net asset exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.

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.

                                       F-9
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 been
increased as indicated below:

                                                      Year ended     Year ended
                                                     December 31,   December 31,
                                                         2002           2001
                                                     ------------   ------------

Net loss attributable to common
   stockholders, as reported                         $  2,873,215   $  3,938,685
Add: Stock-based employee compensation,
   expense (credit) included in reported
   net loss                                                    --             --
Deduct: Stock-based employee compensation
   expense determined under fair value
   based method                                            52,409             --
                                                     ------------   ------------
Pro forma net loss                                   $  2,925,624   $  3,938,635
                                                     ============   ============

Net loss per share --
   Basic and diluted:
   As reported                                       $        .14   $        .28
                                                     ============   ============
   Pro forma                                         $        .15   $        .28
                                                     ============   ============

Compensation cost is reflected over the options' vesting period of 4 to 5 years.

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.

USE OF ESTIMATES AND ASSUMPTIONS
--------------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with U.S. generally accepted accounting principles. Those 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.

                                      F-10
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENTLY ISSUED ACCOUNTING PRINCIPLES
-------------------------------------

In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure--an amendment of FASB Statement No. 123."
This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation,"
to provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock -based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. This statement is effective for
fiscal years ending after December 15, 2002. The Company has adopted the
disclosure requirements of SFAS No. 148 and the adoption of this standard had no
material effect on its financial condition, cash flows or results of operations.


NOTE B - GOING CONCERN

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. The Company sustained net losses
of $2,873,215 and $3,938,685 during the years ended December 31, 2002 and 2001,
respectively, and has accumulated losses through December 31, 2002 of
$11,508,489. Cash used in operating activities for the same periods aggregated
$1,634,811 and $1,586,522, respectively. Total liabilities at December 31, 2002
of $4,860,809 exceed total assets of $229,250. As of the date of this report,
the Company is unable to meet all of its short-term obligations as they fall due
because of shortages of cash, and has substantial amounts outstanding with key
vendors. In addition the Company has contingent liabilities, as further
discussed in Note P, that could impact its liquidity. In addition, as described
in Note Q, on May 13, 2003 the Company filed a voluntary petition under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Western District of Texas.

The Company's continued existence depends upon the success of management's
efforts to submit and receive Bankruptcy Court approval for a 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 approval or in completing additional
financing transactions.

                                      F-11
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE B - GOING CONCERN (Continued)

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.


NOTE C - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2002 and 2001 consists of the following:

                                                           2002         2001
                                                        ----------   ----------

     Computer equipment and software                    $  528,085   $  517,443
     Furniture and office equipment                         10,054       10,054
     Automobiles                                            20,823       20,823
                                                        ----------   ----------
                                                           558,962      548,320

     Less: accumulated depreciation and amortization      (451,874)    (296,007)
                                                        ----------   ----------
     Net property and equipment                         $  107,088   $  252,313
                                                        ==========   ==========


NOTE D - LINE OF CREDIT

During September 1997, the Company entered into a revolving credit agreement
with a financial institution which provided for borrowings of up to $400,000.
Borrowings under the agreement bore interest at a variable rate equal to the
prime-lending rate in effect plus one percent. Principal and interest payments
were due on demand, but if no demand was made, at maturity. The Company renewed
the agreement during April 2000 extending the maturity date to October 2001. In
October 2001, the company repaid $40,000 of principal and $17,605 in accrued
interest and restructured the revolving credit agreement, providing for
borrowings of up to $360,000 at a fixed interest rate of 7.5% with principal and
interest payments due on demand. The Company renewed the agreement again during
June 2002 extending the maturity date to December 22, 2002. Currently, the line
of credit is in default and is due on demand.

                                      F-12
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE E - NOTES PAYABLE

Notes payable at December 31, 2002 and 2001 consist of the following:

                                                            2002        2001
                                                         ----------  ----------

Note payable to bank, payable in full in
   October 2002 (currently due on demand)
   at 10.5%, unsecured                                   $   15,000  $   20,000

Note payable to bank, payable in monthly
   installments through March 2002 at 10%,
   collateralized by an automobile                               --       2,247

Note payable to shareholder, at 12% with
   principal and interest due on demand,
   collateralized by intellectual property of
   the Company                                              123,354     102,977

Note payable to shareholder, at 12% with
   principal and interest due May 2003,
   collateralized by intellectual property
   of the Company                                            69,810      69,810

Note payable to creditor, payable in monthly
   installments through March 2003 at 12%,
   unsecured                                                 31,233      53,995

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

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

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

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

Non-interest bearing note payable to creditor,
   payable in monthly installments through
   May 2004, unsecured
                                                             30,000          --
Note payable to creditor, payable in monthly
   installments through December 2003 at 12%, unsecured      53,238          --
                                                         ----------  ----------
                                                            605,235     276,112
Less current maturities                                    (569,722)   (152,307)
                                                         ----------  ----------

                                                         $   35,513  $  123,805
                                                         ==========  ==========

                                      F-13
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE E - NOTES PAYABLE

Future maturities of notes payable at December 31, 2002 are as follows:

         2003              $  569,722
         2004                  35,513
                           ----------

         Total             $  605,235
                           ==========


NOTE F - CONVERTIBLE NOTES AND DEBENTURES

At December 31, 2001, the Company had outstanding convertible notes totaling
$163,000 that were issued in 1999. These notes, which carried a 12% interest
rate had a maturity of two years. These notes had original maturity dates in
2001; however, one note totaling $100,000 was extended to March 2003. Payments
of $18,000 were applied to these loans during 2002. Additionally, $45,000 was
refinanced in 2002 along with the applicable accrued interest. This refinanced
balance is included in convertible notes and debentures - current maturities in
the accompanying consolidated balance sheet at December 31, 2002. The conversion
rate on these loans is equal to one share of common stock for each $2.00 of
outstanding amount of principal plus accrued interest of the note.

During 2000, the Company issued $1,841,100 of convertible notes which bear
interest at 10%, have maturities from three to twelve months and expired through
December 2001. The conversion rate on these notes is equal to the principal plus
accrued interest at the conversion date divided by the price per share of equity
instruments sold in the next equity financing transaction.

In the second quarter of 2001, holders of the 10% convertible notes payable
totaling $1,841,100 inclusive of accrued interest were given an Offer of
Conversion which allowed the note holders to convert to 920,550 shares of common
stock, based upon a $2.00 per share stock price. At December 31, 2001 notes
totaling $1,427,977 plus $96,217 in accrued interest had converted to 1,548,919
shares of common stock.

During 2001, the Company issued a total of $369,523 convertible notes to third
parties and $1,217,391 convertible notes to Gryphon Financial Services Corp.
During 2002, the Company issed $607,059 convertible notes to Gryphon Financial
Services Corp. The Gryphon notes are discussed in detail below. The $369,523 of
convertible notes bear interest at 10%, have maturities of 18 months and expire
through 2003. The conversion rate on these notes is equal to the lesser of a)
12.5% discount to the market price at the time of conversion (the market price
is defined as the average of the closing bid and the ask price for the previous
10 trading days prior to conversion) or b) one share of common stock for each
$1.50 of outstanding amount of principal plus accrued interest of the note.

                                      F-14
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE F - CONVERTIBLE NOTES AND DEBENTURES (Continued)

During 2001, accrued interest totaling $63,821 was exchanged for an eighteen
month note payable with monthly amortized payments at 12% interest.
Additionally, in 2001, the company made payments totaling $5,750 on one of the
convertible notes outstanding. During 2002, Gryphon notes totaling $608,696
converted to 2,843,045 shares of common stock.

On December 21, 2001, the Company completed a private placement of notes and
warrants (the 2001 Financing) pursuant to an Agency Agreement, dated August 20,
2001, between the Company and Gryphon Financial Services Corp. (the Placement
Agent). The aggregate gross proceeds of the 2001 Financing including the
over-allotment option was $1,217,391. The Company paid commissions of 8%, paid
certain expenses of the 2001 Financing and realized net proceeds of
approximately $1,092,108 on the 2001 Financing. The net proceeds of the 2001
Financing have been utilized for general corporate, marketing and technology
development purposes. The Agency Agreement provided for up to an additional
$250,000 of aggregate principal amount of notes and warrants as an
over-allotment option. Under the terms of the Placement Agency Agreement,
aggregate commissions of $100,691 were paid and warrants to purchase an
aggregate of 426,870 common shares were issued.

As a condition of the 2001 Financing, certain officers, employees and founders
of the Company entered into lock-up agreements (the "Lock-up Agreements")
restricting their sale or transfer of an aggregate of approximately 12,600,000
common shares or common share equivalents subject to certain limitations. Also
as a condition of the 2001 Financing, the Company entered into a Consulting
Agreement with the Placement Agent which called for the payment of fees in the
form of 1,400,000 shares of common stock representing approximately 10% of the
outstanding shares of the Company. The shares which were valued at $462,000,
were issued to designees of the Placement Agent which included family members of
its principal.

In the 2001 Financing, the Company issued an aggregate of $1,217,391 of
principal amount of 5% senior promissory notes (2001 Notes) having a 2-year
maturity, to one investor. The 2001 Notes are convertible into Shares of Common
Stock after December 31, 2001 (subject to certain limitations) at 80% of the
market price of the Company's common stock at the time of conversion and are
required to be prepaid in full in certain events, including the Company
receiving equity financing of $3,000,000. The Company records a charge for the
fair value of beneficial conversion features as the notes are issued. This
beneficial conversion feature is then expensed over the life of the loan or at
conversion, if earlier. During 2001, the Company recorded an expense of $766,185
related to the beneficial conversion feature for new notes issued and $451,206
related to options granted in connection with the debt. The 2001 Notes contain
anti-dilution protection in certain events, including the issuances of shares by
the Company at less than market price or the applicable conversion or exercise
price.

                                      F-15
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE F - CONVERTIBLE NOTES AND DEBENTURES (Continued)

The sole investor in the 2001 Financing, Gryphon Opportunity Fund I, LLC (the
Investor), also received warrants to purchase an aggregate of 436,239 shares of
common stock at an exercise price of $1.75 per share (the Investor Warrants).
The Investor Warrants expire in November and December of 2006. The Investor
Warrants contain anti-dilution protection in certain events, including the
issuances of shares by the Company at less than market price or the applicable
conversion or exercise price and specifically provide that, with certain limited
exclusions, if the Company shall issue any shares at prices below the then
exercise price of the Investor Warrants, the exercise price of the Investor
Warrants shall be adjusted to equal such issue price and the number of shares
issuable upon exercise of the Investor Warrants shall be proportionately
increased. At the time of the issuances of the 436,239 Investor Warrants, the
Company was required to issue an aggregate of 426,870 warrants of similar tenor
(the Agent's Warrants) to the Placement Agent. The Agent's Warrants contain
anti-dilution provisions that are like those in the Investor Warrants.

Prior to the initial closings in the 2001 Financing, the Company received
short-term loans from the Investor, the Placement Agent or affiliated persons.
These short-term loans were repaid from the proceeds of the Financing and the
lenders received interest at 10% and an aggregate of 33,000 warrants at $.36
(the "Warrants") as additional compensation for these short-term loans. The
Investor received 26,400 of the Warrants and the Agent received 6,600.

The Company entered into Registration Rights Agreements with the Investor and
the Placement Agent requiring the Company to file a registration statement
covering the resale of all shares of common stock issuable on conversion or
exercise of the Investor Warrants, the Agent's Warrants and the Notes no later
than December 31, 2001 with an effectiveness deadline of March 1, 2002. The
Registration Rights Agreements also grant the Investor and the Placement Agent
unlimited piggy-back registration rights, subject to certain limitations. As of
the date of this filing, the Company has not filed a registration statement in
accordance with the Registration Rights Agreements with the Investor and the
Placement Agent.

The Investor received the right to designate a member of the Company's Board of
Directors who is entitled to sit on all board committees. The investor
designated Robert Woodrow, who joined the Board of Directors on May 13, 2002.

                                      F-16
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE F - CONVERTIBLE NOTES AND DEBENTURES (Continued)

On April 29, 2002 the Company entered into a Placement Agency Agreement with
Gryphon Financial Securities Corp. to act as the exclusive placement agent, on a
reasonable best efforts basis in connection with the private placement of Units.
Each Unit consisted of (1) a $40,000 aggregate principal amount senior
subordinated convertible promissory note of the Company bearing interest at the
rate of 7.5% per annum (2) 25,000 shares of common stock, par value $.001 per
share of the Company and (3) a five year warrant to purchase 25,000 shares of
Common Stock at an exercise price of .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 Placement Agent reserved the
right to sell up to an additional $250,000 of Units. The Agreement expired on
August 18, 2002. The aggregate gross proceeds were $607,059. 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 $607,059 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 the investor received shares of
common stock totaling 365,022 shares.

In summary, at December 31, 2002, 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.


NOTE G - LEASE COMMITMENTS

The Company leases its office facilities and certain office equipment under
various non-cancelable operating lease agreements which expire through December
31, 2004. Rent expense totaled $63,315 and $79,596 for the years ended December
31, 2002 and 2001, respectively.

                                      F-17
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE G - LEASE COMMITMENTS (Continued)

Future minimum lease payments under non-cancelable operating leases at December
31, 2002 are as follows:

         2003                                        $   70,218
         2004                                            70,218
         2005                                                --
                                                     ----------

         Total                                       $  140,436
                                                     ==========


NOTE H - CAPITAL LEASE OBLIGATION

During April 2002, the Company refinanced accounts payable related to purchased
equipment 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 December 31, 2002
are as follows:

         2003                                        $   75,504
         2004                                            75,504
         2005                                            75,504
         2006                                            11,822
         Less amount representing interest              (42,389)
                                                     ----------

         Present value of minimum lease payment         195,945
         Less current portion                           (78,995)
                                                     ----------

         Lease obligation - long-term                $  116,950
                                                     ==========


NOTE I - INCOME TAXES

At December 31, 2002 and 2001 deferred tax assets and liabilities are comprised
of the following:

                                                        2002           2001
                                                    -----------    -----------

         Current deferred tax asset                 $     7,490    $    10,780
         Non-current deferred tax asset               3,091,539      2,074,610
         Less: valuation allowance                   (3,099,029)    (2,085,390)
                                                    -----------    -----------

         Net deferred tax asset                     $        --    $        --
                                                    ===========    ===========

Non-current deferred tax assets principally result from net operating losses.
The current deferred tax asset results from the allowance for doubtful
receivables which is not currently deducted for federal tax reporting purposes.
The deferred tax assets have a 100% valuation allowance due to the uncertainty
of generating future taxable income.

                                      F-18
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE I - INCOME TAXES (Continued)

Differences between the statutory federal income tax rate and the effective rate
for the years ended December 31, 2002 and 2001 are as follows:

                                                     2002           2001
                                                    -----          -----

         Income tax provision at statutory rate      34.0%          34.0%
         Change in valuation allowance              (32.4)         (18.2)
         Amortization of beneficial conversion       (1.0)         (13.4)
         Stock compensation                          (0.4)          (2.3)
         Other                                       (0.2)          (0.1)
                                                    -----          -----
                                                      0.0%           0.0%
                                                    =====          =====

The Company has a net operating loss carryover of approximately $8,857,000 at
December 31, 2002. The net operating loss carryover, which is subject to annual
limitations as prescribed by the Internal Revenue Code, will expire as follows:

         2019                                       $   671,000
         2020                                         3,358,000
         2021                                         2,073,000
         2022                                         2,755,000
                                                    -----------

         Total losses                               $ 8,857,000
                                                    ===========


NOTE J - SHAREHOLDERS' DEFICIT

During the year ended December 31, 2001, $1,524,194 of convertible notes and
debentures were converted to 1,548,919 shares of the Company's common stock. The
Company issued 213,544 shares of common stock as a result of the exercise of
stock options for cash totaling $32,032 and 1,268,616 shares of common stock as
a result of the exercise of stock options for a note receivable totaling
$273,794. Additionally, the Company issued 2,215,000 shares of common stock as
compensation for services valued at $143,050 and recognized expense of $264,198
related to stock options and warrants granted for services. During the year
ended December 31, 2001, the Company incurred $337,260 of costs in connection
with the securing of the convertible notes described in Note F. The Company has
recognized these costs as finance fees and recorded them as paid-in-capital.
Lastly, the Company recorded $1,217,389 as paid in capital in connection with
the beneficial conversion feature of the convertible notes that were secured
during 2001.

                                      F-19
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE J - SHAREHOLDERS' DEFICIT (Continued)

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.

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 13, 2002 were
$750,000. The Company paid commissions of 8.5%, paid certain expenses of the
financing and realized net proceeds of approximately $616,387 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 75 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 740,001 shares of common stock at an exercise price of $1.00 per
share with 240,000 warrants issued to the Placement Agent and 500,001 warrants
issued to the investor. These warrants expire in October and November of 2007.

The holders of the Series A Convertible Preferred Stock, par value $.001, stated
value $10,000 per share, shall vote together with the common stock holders as a
single class with each preferred share having the number of votes equal to the
largest whole number of shares of Common Stock into which such Preferred Share
could be converted, at the record date for the determination of the shareholders
entitled to vote on such matters. Subject to certain anti-dilution adjustments,
the conversion price of each Preferred Share shall be $0.50. In the event of any
liquidation of the Company, the holders of the Preferred Shares shall be
entitled to receive out of the assets of the Company, legally available for
distribution therefrom, before any amount shall be paid to holders of any of the
capital stock of the Company of any class junior in rank to the Preferred Shares
in respect of the preferences as to the distributions and payments on the
liquidation, dissolution, winding up of the Company, an amount equal to $10,000
per Preferred Share subject to certain adjustments. All shares of Common Stock
shall be of junior rank to all Preferred Shares as to the preferences and
distributions and payments upon liquidation, dissolution and winding up of the
Company. The rights of the shares of Common Stock shall be subject to the
preferences and relative rights of the Preferred Shares.

During the year ended December 31, 2002, $608,696 of convertible notes and
debentures were converted to 2,843,045 shares of the Company's commons stock.

                                      F-20
<PAGE>

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. 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 during the third quarter of 2002. In the fourth
quarter of 2002, the Company issued 75 shares of preferred stock for $750,000
and incurred $98,420 of expenses related to the issuance of the preferred stock.


NOTE K - STOCK OPTIONS AND WARRANTS

The Company approved a stock option plan for employees and other service
providers and has reserved 4,287,754 shares of common stock for issuance under
this Plan. At a meeting of the shareholders on August 16, 2000, the shareholders
authorized a stock option plan for non-employee directors of the Company (the
Director Plan). The Board authorized the issuance of up to 500,000 shares of
common stock under the Director Plan of the Company. The exercise price of each
option granted may not be less than the fair market value of common stock at the
date of grant, without prior approval of the Board of Directors. Options are
exercisable according to the terms set out in the option agreement, not to
exceed ten years. At December 31, 2002; 2,220,448 and 500,000 options were
outstanding under the employee and director plans respectively.

In addition, the Company has issued stock purchase warrants outside of these
plans to service providers as compensation for services provided to the Company.

                                      F-21
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE K - STOCK OPTIONS AND WARRANTS (Continued)

A summary of changes in the Company's options and purchase warrants follows:

<TABLE>
<CAPTION>
                                 Compensatory            Non Compensatory     Combined Total
                                 ------------            ----------------     --------------

                                         Weighted                  Weighted
                             Options      Average      Options      Average
                               and       Exercise        and       Exercise
                            Warrants       Price      Warrants       Price       Options
                            ---------    ---------    ---------    ---------    ---------
<S>                         <C>             <C>       <C>             <C>       <C>
Outstanding at 12/31/00     3,236,385       0.13             --         --      3,236,385
Granted                     2,469,270       0.49        599,839       1.74      3,069,109
Exercised                  (1,482,160)      0.15             --         --     (1,482,160)
Forfeited                          --         --             --         --             --
                            ---------                 ---------                 ---------

Outstanding at 12/31/01     4,223,495       0.34        599,839       1.74      4,823,334

Granted                     1,278,828       0.62      1,134,590       0.91      2,413,418
Exercised                    (313,333)      0.01             --         --       (313,333)
Forfeited                    (550,000)      0.001            --         --       (550,000)
                            ---------                 ---------                 ---------

Outstanding at 12/31/02     4,638,990       0.57      1,734,429       1.01      6,373,419
                            =========                 =========                 =========
</TABLE>


The following table summarizes information about compensatory options and
purchase warrants outstanding at December 31, 2002:

<TABLE>
<CAPTION>
          Options/Warrants Outstanding                     Options/Warrants Exercisable
          ----------------------------                     ----------------------------
                                  Weighted Avg.                                   Weighted Avg.
   Range of          Number         Remaining       Weighted Avg.      Number      Exercisable
Exercise Prices   Outstanding   Contractual Life   Exercise Price   Exercisable       Price
---------------   -----------   ----------------   --------------   -----------   -------------
<S>                <C>             <C>                  <C>          <C>              <C>
 $.001 - $1.00     4,638,990       3.18 years           $0.57        2,575,574        $0.53
</TABLE>

The following table summarizes information about non-compensatory options and
purchase warrants outstanding at December 31, 2002:

<TABLE>
<CAPTION>
          Options/Warrants Outstanding                     Options/Warrants Exercisable
          ----------------------------                     ----------------------------
                                  Weighted Avg.                                   Weighted Avg.
   Range of          Number         Remaining       Weighted Avg.      Number      Exercisable
Exercise Prices   Outstanding   Contractual Life   Exercise Price   Exercisable       Price
---------------   -----------   ----------------   --------------   -----------   -------------
<S>                <C>             <C>                  <C>          <C>              <C>
 $0.36 - $1.75     1,734,429       4.22 years           $1.01          508,720        $1.11
</TABLE>

The Company applies APB Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25), in accounting for its compensatory options. The options granted in
2002 and 2001 have exercise prices which approximate or exceed fair value and,
accordingly, no compensation cost has been recognized for its compensatory stock
options in these financial statements.

                                      F-22
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE K - STOCK OPTIONS AND WARRANTS (Continued)

The following weighted-average assumptions for stock options granted during
fiscal years 2002 and 2001 were used:

                                                     2002         2001
                                                  ---------    ---------

         Expected dividend yield                          0%           0%
         Stock price volatility                         164%         397%
         Risk-free interest rate                        4.5%         6.5%
         Expected option term                     4-5 years      5 years


NOTE L - RELATED PARTY TRANSACTIONS

The payable to related parties of $435,593 and $381,493 includes accrued officer
compensation of $371,543 and $330,293 at December 31, 2002 and 2001,
respectively.

Two shareholders, directors and officers of the Company also own stock of
Centratex, Inc. (Centratex) and are also officers of that company. During 2002
and 2001, Centratex Inc. incurred expenses on behalf of the eClickMD, Inc.
Centratex, Inc. is a company owned by Marion Robert Rice, the Company's CEO and
Andy McBee, a prior director of the Company. The Company has recorded an account
payable to Centratex, Inc. in the amount of $19,284 and $19,236 at December 31,
2002 and 2001, respectively.

In October 2000, the Company borrowed $155,000 from Marion Robert Rice, the
Company's Chief Executive Officer. The note which bore interest at 10% matured
in 2001. The note was collateralized by intellectual property of the company. In
the third quarter of 2001, the note, plus accrued interest of $14,810 was
exchanged for short-term and long-term notes payable of $100,000 (12% interest,
12 month note) and $69,810 (12 % interest, 18 month note), respectively. Both of
these notes are still outstanding as of December 31, 2002.

                                      F-23
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE M - TREATMENT OF CERTAIN STOCK OPTIONS ISSUED FOR DISPUTED SERVICES

In July 2001, the Company issued stock options as retainers for services and
ascollateral for financing in connection with such services to Oxford
Financialand Mark Anthony Christini which were subsequently converted into
common stock. In September, 2001, the Company filed a complaint against Oxford
Venture Fund, L.L.C. and Karim Rajani, an agent of Oxford Venture Fund, L.L.C.,
alleging the defendants had received Company stock options to purchase 275,000
shares as a retainer and for the purpose of collateralizing financing for the
Company, and that the defendants then sold a portion of the stock thereby
converting it to their own use instead of using it for collateral. The Company
sought compensatory damages, exemplary damages and injunctive relief. The
defendant's appeared for a hearing to argue against the Court's in personam
jurisdiction over them as well as to argue against the need for injunctive
relief. On September 14, 2001, the Court granted a temporary injunction against
the defendants making sales of the Company's stock. At the date of this filing,
1,800,000 shares are being restricted from transfer of which 600,000 shares are
being held in certificate form by the transfer agent. The defendants filed their
answer in this matter but refused to cooperate in discovery. As a sanction, the
court struck the Defendants' pleadings. On November 13, 2002 the court entered a
default judgment against the Defendants and called for a hearing on damages. The
parties appeared through counsel of record. On November 26, 2002 the court
Ordered, Adjudged and Decreed that eClickMD, Inc. have and recover judgment of
and against Oxford Venture Partners, LLC and Karim Rajani, jointly and
severally, in the sum of $1,019,250 plus interest at the rate of 1.51 percent
per annum from the date of judgment until paid; plus $250,000 in punitive
damages; plus $19,000 in attorney's fees and all costs of suit. The Defendants
have filed a notice of appeal and their appellate brief was due on May 5, 2003.
As of this date, Defendants have not filed their brief and are at risk of
defaulting on the appeal. The Court ordered the Defendants to return their
eClickMD, Inc. stock, delivering same to the United States Marshall in Austin,
Texas. About half of the shares have been returned to date and same will be sold
at auction by the United States Marshall's office in the near future. Once the
stock has been sold, the proceeds will be applied to the Judgment balance and
eClickMD, Inc. will continue its efforts to collect on the judgment.

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.

                                      F-24
<PAGE>

NOTE N - CONCENTRATIONS OF CREDIT RISK

The Company extends unsecured credit in the normal course of business to
virtually all of its customers. The Company's accounts receivable are subject to
potential credit risk. The Company has provided an allowance for doubtful
accounts which reflects its estimates of uncollectible amounts. The maximum
exposure assuming non-performance by the debtors is the amount shown on the
balance sheet at the date of non-performance.

At December 31, 2002 and 2001, no customers accounted for 10% or more of
revenues. Additionally, at December 31, 2002, one customer accounted for 29% of
accounts receivable.

Cash is maintained in financial institutions which, at times, may exceed Federal
Deposit Insurance Corporation insured amounts. However, the Company mitigates
its risk by assuring that cash is maintained in high quality credit institutions

                                      F-25
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE O - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, Disclosure About Fair Value
of Financial Instruments, requires disclosure about the fair value of all
financial assets and liabilities for which it is practicable to estimate. At
December 31, 2002 and 2001 the carrying value all of the Company's accounts
receivable, accounts payable and accrued liabilities approximate fair value
because of their short-term nature.

Lines of credit and other debt carrying values approximate fair values based on
the borrowing rates currently available to the Company for loans with similar
terms.


NOTE P - CONTINGENCIES

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 was 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 $40,000.00, 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
December 31, 2002 the Company had recorded a liability of $30,000.

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 is
working on a settlement arrangement with Philip Mattingly.

                                      F-26
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE P - CONTINGENCIES (Continued)

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

Cause No. 67-190588-01: 67th Judicial District Court of Travis County, Texas.
Fred Klutts vs. LEP Capital & Consulting Inc., John W. Pittman, eClickMD, Inc.
(formerly Link.Com). Lawsuit filed for collection of LEP Capital and Consulting,
Inc. promissory note payable to Fred Klutts totaling $40,000 plus accrued
interest. A "No-Answer Final Default Judgment" was rendered upon the defendants
on January 29, 2002. eClickMD, Inc. settled the matter with the plaintiff on
August 5, 2002 and arranged a pay-out plan over time for the promissory note
payable plus accrued interest. Accordingly, at December 31, 2002 the Company had
recorded a liability in the amount of $7,596 for the balance of payments plus
accrued interest due on the note.

                                      F-27
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE P - CONTINGENCIES (Continued)

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 December 31,
2002 the Company had a liability recorded in the amount of $55,517 for the
balance of payments plus accrued interest due on the note.

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 $53,238.

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. This liability is recorded in accounts payable trade at
December 31, 2002.

                                      F-28
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE P - CONTINGENCIES (Continued)

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 December 31, 2002 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 December 31, 2002, 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.


NOTE Q - SUBSEQUENT EVENTS

On March 25, 2003, Marion Robert Rice, CEO and Board Member of eClickMD, Inc.
released his personal secured interest in all healthcare related patents that he
held as collateral for notes payable to Marion Robert Rice from eClickMD, Inc.
The board of directors accepted the release of this secured interest at the
March 31, 2003 board of directors meeting.

On March 31, 2003, the Board of Directors unanimously resolved that in
accordance with the terms and conditions of an Agreement, a Security Agreement
and a Senior Secured Promissory Note by and between Gryphon Opportunities Fund
I, LLC (Gryphon) and eClickMD, Inc., all dated March 31, 2003, the Company had
the required corporate power and authority to enter into and perform its
obligations under the Agreement and the Security Agreement as provided in the
agreements, including but not limited to the issuance of the securities of the
demand note in accordance with the terms of the Agreement. The senior secured

                                      F-29
<PAGE>

Promissory Note allowed eClickMD, Inc. to borrow $50,000 from Gryphon and the
Security Agreement stated that the loan and all Gryphon Debt be secured by the
assets and intellectual property of the Company.

On April 22, 2003, Marion Robert Rice resigned his position as Chief Executive
Officer of eClickMD, Inc. The resignation was effective immediately.

On May 13, 2003, eClickMD, Inc. (the "Company") filed a voluntary petition under
chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Western District of Texas (the "Bankruptcy
Court") (Case No. 03-12387). The Company remains in possession of its assets and
properties, and continues to operate its business and manage its properties as
debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.

                                      F-30
<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: May 21, 2003                     By: /s/ NEIL BURLEY
                                           ------------------------
                                           Neil Burley,
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)


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


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

By: /s/ NEIL BURLEY             Chief Financial Officer             May 21, 2003
    ---------------             (Principal Financial and
    Neil Burley                 Accounting Officer)
<PAGE>

                                  CERTIFICATION


I, Neil Burley, certify that:

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

2.)  Based on my knowledge, this annual 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 annual report;

3.)  Based on my knowledge, the financial statements, and other financial
     information included in this annual 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 annual report;

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

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

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

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

6.)  I have indicated in this annual 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: May 21, 2003


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