##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2007
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
  For the Transition Period from  to
 Commission file number 001-14665
 CLAIMSNET.COM INC.
  Delaware
    
    75-2649230(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 
 
 þ o
 o þ
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##### 



PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsConsolidated Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006
(audited)Consolidated Statements of Operations (unaudited) for the Three Months Ended June
30, 2007 and 2006, and for the Six Months Ended June 30, 2007 and 2006Consolidated Statements of Changes in Stockholders Deficit for the Year Ended
December 31, 2006 (audited) and the Six Months Ended June 30, 2007 (unaudited)Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30,
2007 and 2006Notes to Consolidated Financial StatementsITEM 2. Managements Discussion and Analysis or Plan of OperationsITEM 3. Controls and ProceduresPART II. OTHER INFORMATIONITEM 5. Other InformationITEM 6. ExhibitsSIGNATURESCERTIFICATIONS31.1 Certification of Don Crosbie31.2 Certification of Laura M. Bray32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of Don Crosbie32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of Laura M. BrayCertification of Don CrosbieCertification of Laura M. BrayCertification of Don Crosbie Pursuant to Section 906Certification of Laura M. Bray Pursuant to Section 906
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(Unaudited)
    
    
    (Audited)June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCURRENT ASSETSCash and equivalents
    
    $
    131
    
    
    $
    251Accounts receivable, net of allowance for
doubtful accounts of $6
    
    
    209
    
    
    
    207Prepaid expenses and other current assets
    
    
    36
    
    
    
    38Total current assets
    
    
    376
    
    
    
    496EQUIPMENT, FIXTURES AND SOFTWARETotal equipment, fixtures and software, net
    
    
    199
    
    
    
    230TOTAL ASSETS
    
    $
    575
    
    
    $
    726LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    126
    
    
    $
    168Accrued payroll and other current liabilities
    
    
    77
    
    
    
    91Accrued interest
    
    
    142
    
    
    
    97Capital leases  current portion
    
    
    38
    
    
    
    35Deferred revenues  current portion
    
    
    36
    
    
    
    44Notes payable to related parties  current portion
    
    
    145
    
    
    
    175Convertible notes payable to related parties  current portion
    
    
    200
    
    
    
    200Convertible notes payable  current portion
    
    
    200
    
    
    
    200Total current liabilities
    
    
    964
    
    
    
    1,010LONG TERM LIABILITIESOther long-term liabilities
    
    
    2
    
    
    
    3Capital leases  long-term portion
    
    
    62
    
    
    
    82Deferred revenues  long-term portion
    
    
    19
    
    
    
    23Convertible notes payable to related parties  long-term portion
    
    
    710
    
    
    
    700Convertible notes payable  long-term portion
    
    
    100
    
    
    
    Total long-term liabilities
    
    
    893
    
    
    
    808Total liabilities
    
    
    1,857
    
    
    
    1,818STOCKHOLDERS DEFICITConvertible preferred stock, $.001 par value; 4,000,000 shares authorized; 720
Shares of Series D (liquidation preference of $180) and 50 shares of Series E
(liquidation preference of $15) issued and outstanding, convertible into common
shares at 1,000 common shares per 1 convertible preferred share as of June
30, 2007 and December 31, 2006
    
    
    
    
    
    
    Common stock, $.001 par value; 40,000,000 shares authorized; 26,051,180
shares issued and outstanding as of June 30, 2007 and 26,001,180 as of
December 31, 2006
    
    
    26
    
    
    
    26Additional capital
    
    
    43,169
    
    
    
    43,166Accumulated deficit
    
    
    (44,477
    )
    
    
    (44,284
    )Total stockholders deficit
    
    
    (1,282
    )
    
    
    (1,092
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    575
    
    
    $
    726
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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006REVENUES
    
    $
    411
    
    
    $
    342
    
    
    $
    826
    
    
    $
    673COST OF REVENUES
    
    
    272
    
    
    
    232
    
    
    
    573
    
    
    
    450GROSS PROFIT
    
    
    139
    
    
    
    110
    
    
    
    253
    
    
    
    223OPERATING EXPENSESSelling, general and administrative
    
    
    201
    
    
    
    207
    
    
    
    398
    
    
    
    386Total operating expenses
    
    
    201
    
    
    
    207
    
    
    
    398
    
    
    
    386LOSS FROM OPERATIONS
    
    
    (62
    )
    
    
    (97
    )
    
    
    (145
    )
    
    
    (163
    )OTHER INCOME (EXPENSE)Interest income
    
    
    2
    
    
    
    
    
    
    
    5
    
    
    
    Interest
expense  related parties
    
    
    (18
    )
    
    
    (9
    )
    
    
    (17
    )
    
    
    (16
    )Interest
expense - other
    
    
    (9
    )
    
    
    (6
    )
    
    
    (36
    )
    
    
    (11
    )Total other income (expense)
    
    
    (25
    )
    
    
    (15
    )
    
    
    (48
    )
    
    
    (27
    )NET LOSS
    
    $
    (87
    )
    
    $
    (112
    )
    
    $
    (193
    )
    
    $
    (190
    )NET LOSS PER COMMON SHARE (BASIC AND DILUTED)
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (BASIC AND DILUTED)
    
    
    26,051
    
    
    
    25,976
    
    
    
    26,047
    
    
    
    25,976
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Number of
    
    
    
    
    
    
    Number ofPreferred
    
    
    
    
    
    
    Common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalShares
    
    
    Preferred
    
    
    Shares
    
    
    Common
    
    
    Additional
    
    
    Accumulated
    
    
    StockholdersOutstanding
    
    
    Stock
    
    
    Outstanding
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    DeficitBalances at December 31,
2005
    
    
    1
    
    
    $
    
    
    
    
    25,976
    
    
    $
    26
    
    
    $
    43,154
    
    
    $
    (43,895
    )
    
    $
    (715
    )Warrants exercised for
common stock
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (389
    )
    
    
    (389
    )Balances at December 31,
2006
    
    
    1
    
    
    
    
    
    
    
    26,001
    
    
    
    26
    
    
    
    43,166
    
    
    
    (44,284
    )
    
    
    (1,092
    )Warrants exercised for
common stock
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    10Stock based compensation
(reversal)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    (7
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (193
    )
    
    
    (193
    )Balances at June 30, 2007
    
    
    1
    
    
    $
    
    
    
    
    26,051
    
    
    $
    26
    
    
    $
    43,169
    
    
    $
    (44,477
    )
    
    $
    (1,282
    )
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Six Months EndedJune 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (193
    )
    
    $
    (190
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    37
    
    
    
    28Bad debt expense
    
    
    
    
    
    
    3Stock based compensation (reversal)
    
    
    (7
    )
    
    
    5Changes in operating assets and liabilities:Accounts receivable
    
    
    (2
    )
    
    
    (9
    )Prepaid expenses and other current assets
    
    
    2
    
    
    
    (8
    )Current liabilities
    
    
    (24
    )
    
    
    10Net cash used in operating activities
    
    
    (187
    )
    
    
    (161
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    
    
    
    
    (7
    )Capitalized software development costs
    
    
    (6
    )
    
    
    (14
    )Net cash used in investing activities
    
    
    (6
    )
    
    
    (21
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on capital lease obligation
    
    
    (17
    )
    
    
    Proceeds from notes payable
    
    
    100
    
    
    
    45Payment of notes payable
    
    
    
    
    
    
    (45
    )Proceeds from notes payable to related parties
    
    
    10
    
    
    
    187Payment of notes payable to related parties
    
    
    (30
    )
    
    
    (22
    )Proceeds from exercise of stock warrants
    
    
    10
    
    
    
    Net cash provided by financing activities
    
    
    73
    
    
    
    165NET DECREASE IN CASH AND EQUIVALENTS
    
    
    (120
    )
    
    
    (17
    )CASH AND EQUIVALENTS, BEGINNING OF PERIOD
    
    
    251
    
    
    
    28CASH AND EQUIVALENTS, END OF PERIOD
    
    $
    131
    
    
    $
    11SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    8
    
    
    $
    1Cash paid for taxes
    
    $
    
    
    
    $
    
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1.
    
    BASIS OF PRESENTATIONIn the opinion of management, the accompanying unaudited consolidated financial statements
include all necessary adjustments (consisting of normal recurring adjustments) and present
fairly the consolidated financial position of Claimsnet.com inc. and subsidiaries (the
Company) as of June 30, 2007 and the results of its operations and cash flows for the three
and six months ended June 30, 2007 and 2006, in conformity with generally accepted accounting
principles for interim financial information applied on a consistent basis. The results of
operations for the three and six months ended June 30, 2007 are not necessarily indicative of
the results to be expected for the full year.Certain information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been omitted. These
financial statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Companys Annual Report on Form 10-KSB for the
year ended December 31, 2006, as filed with the Securities and Exchange Commission on March
8, 2007.2.
    
    NEED FOR ADDITIONAL CAPITAL AND LIQUIDITYManagement believes that available cash resources, together with anticipated revenues from
operations and the proceeds from recently completed financing activities and funding
commitments may not be sufficient to satisfy the Companys capital requirements past December
31, 2007. Necessary additional capital may not be available on a timely basis or on
acceptable terms, if at all. In any of these events, the Company may be unable to implement
current plans for expansion or to repay debt obligations as they become due. If sufficient
capital cannot be obtained, the Company may be forced to significantly reduce operating
expenses to a point which would be detrimental to business operations, curtail research and
development activities, sell business assets or discontinue some or all of its business
operations, take other actions which could be detrimental to business prospects and result in
charges which could be material to its operations and financial position, or cease operations
altogether. In the event that any future financing should take the form of the sale of
equity securities, the holders of the common stock and preferred stock may experience
additional dilution. In the event of a cessation of operations, there may not be sufficient
assets to fully satisfy all creditors, in which case the holders of equity securities will be
unable to recoup any of their investment.3.
    
    EQUIPMENT, FIXTURES AND SOFTWAREEquipment, fixtures and software consists of the following at June 30, 2007 (in thousands):
 Computer hardware and software
    
    $
    1,089Software development costs
    
    
    2,110Furniture and fixtures
    
    
    31Office equipment
    
    
    28Leasehold improvements
    
    
    35Equipment under capital lease
    
    
    1213,414Less accumulated depreciation and amortization
    
    
    (3,215
    )$
    199
 The assets held under capital leases have been included in property and equipment and total
$121,000 with accumulated amortization of $24,000 for the quarter ended June 30, 2007.
Amortization expense related to capital leases is included in depreciation expense.4.
    
    REVENUE RECOGNITIONThe Company generally enters into service agreements with its customers to provide access to
its hosted software platform for processing of customer transactions. The Company operates
the software application for all customers and the customers are not entitled to ownership of
its software at any time during or at the end of the agreements. The end users of the
Companys software application access its hosted software platform or privately hosted
versions of its software
application via the internet with no additional software required to be located on the
customers systems. Customers pay implementation fees, transaction fees and time and
materials charges for additional services. Revenues primarily include fees for
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implementation and transaction fees, which may be subject to monthly minimum provisions.
Customer agreements may also provide for development fees related to private labeling of the
Companys software platform (i.e. access to its servers through a web site which is in the
name of and/or has the look and feel of the customers other web sites) and some
customization of the offering and business rules. The Company accounts for its service
agreements by combining the contractual revenues from development, implementation, license,
support and certain additional service fees and recognizing the revenue ratably over the
expected period of performance. The Company currently uses an estimated expected business
arrangement term of three years which is currently the term of the typical contracts signed
by its customers. The Company does not segment these services and uses the underlying
contractual terms to recognize revenue because it does not have objective and reliable
evidence of fair value to allocate the arrangement consideration to the deliverables in the
arrangement. To the extent that implementation fees are received in advance of recognizing
the revenue, the Company defers these fees and records them as deferred revenue. The Company
recognizes service fees for transactions and some additional services as the services are
performed. The Company expenses the costs associated with its customer service agreements as
those costs are incurred.5.
    
    ACCOUNTING CHANGESIn June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement No. 109, Accounting for Income Taxes(FIN 48), to
create a single model to address accounting for uncertainty in tax positions. FIN 48
clarifies the accounting for income taxes by prescribing a minimum recognition threshold a
tax position is required to meet before being recognized in the financial statements. FIN 48
also provides guidance on derecognition, measurement, classification, interest, and
penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN
48 as of January 1, 2007, and the adoption did not have a material impact on the Companys
consolidated financial statements or effective tax rate and did not result in any
unrecognized tax benefits.Interest costs and penalties related to income taxes are classified as interest expense and
general and administrative costs, respectively, in the Companys consolidated financial
statements. For the three and six months ended June 30, 2007 and 2006, the Company did not
recognize any interest or penalty expense related to income taxes. It is determined not to be
reasonably possible for the amounts of unrecognized tax benefits to significantly increase or
decrease within the next 12 months. The Company is currently subject to a three year statue
of limitations by major tax jurisdictions. The Company and its subsidiaries file income tax
returns in the U.S. federal jurisdiction.In February 2007, FASB issued Statement of Financial Accounting Standard (SFAS) No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment
of FASB Statement No. 115(SFAS 159).The fair value option permits entities to choose to
measure eligible financial instruments at fair value at specified election dates. The entity
will report unrealized gains and losses on the items on which it has elected the fair value
option in earnings. SFAS 159 is effective beginning in fiscal year 2008. The Company is
currently evaluating the effect of adopting SFAS 159, but does not expect it to have a
material impact on its consolidated results of operations or financial condition.6.
    
    SHARE BASED PAYMENTSThe Company accounts for options and warrants issued to employees under SFAS No. 123R,
Share-Based Payment, as of January 1, 2006, using the modified prospective application
method. This statement requires the recognition of compensation expense when an entity
obtains employee services in stock-based payment transactions.Upon the adoption of SFAS 123(R), the Company began recording compensation cost related to
all new stock based compensation grants after our adoption date. The compensation cost to be
recorded is based on the fair value at the grant date.There was no share-based compensation expense for the three months ended June 30, 2007.
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The following table summarizes share-based compensation expense related to share-based awards
under SFAS No. 123(R) for the three months ended June 30, 2006 which is recorded in the
statement of operations as follows (in thousands):
 Three Months EndedJune 30, 2006Unvested
    
    
    Unvested WarrantsStock Options
    
    
    for Common Stock
    
    
    TotalSelling, general and
administrative expense
    
    
    
    
    
    
    5
    
    
    
    5Total share-based compensation
    
    $
    
    
    
    $
    5
    
    
    $
    5
 The following table summarizes share-based compensation expense (reversals as a result of
unvested cancellations) related to share-based awards under SFAS No. 123(R) for the six
months ended June 30, 2007 which is recorded in the statement of operations as follows (in
thousands):
 Six Months EndedJune 30, 2007Unvested
    
    
    Unvested WarrantsStock Options
    
    
    for Common Stock
    
    
    TotalSelling, general and
administrative expense
    
    
    
    
    
    
    (7
    )
    
    
    (7
    )Total share-based compensation
(reversal)
    
    $
    
    
    
    $
    (7
    )
    
    $
    (7
    )
 The following table summarizes share-based compensation expense related to share-based awards
under SFAS No. 123(R) for the six months ended June 30, 2006 which is recorded in the
statement of operations as follows (in thousands):
 Six Months EndedJune 30, 2006Unvested
    
    
    Unvested WarrantsStock Options
    
    
    for Common Stock
    
    
    TotalSelling, general and
administrative expense
    
    
    
    
    
    
    5
    
    
    
    5Total share-based compensation
    
    $
    
    
    
    $
    5
    
    
    $
    5
  WEIGHTEDNUMBER
    
    
    PER SHARE
    
    
    AVERAGEOF SHARES
    
    
    EXERCISE PRICE
    
    
    EXERCISE PRICEOutstanding options-December 31, 2006
    
    
    956,776
    
    
    $
    0.15-8.00
    
    
    $
    1.10Granted
    
    
    
    
    
    
    
    
    
    
    Expired or cancelled
    
    
    (56,000
    )
    
    
    0.15-8.00
    
    
    
    0.29Outstanding options-June 30, 2007
    
    
    900,776
    
    
    $
    0.30-8.00
    
    
    $
    1.15Options exercisable-June 30, 2007
    
    
    900,776
    
    
    $
    0.30-8.00
    
    
    $
    1.15
 Outstanding options as of June 30, 2007, had a weighted average remaining contractual life of
approximately 5.5 years. At June 30, 2007, options available for grant under the Companys
1997 Plan were 431,916, and under the Companys Directors Plan were 336,538. There was no
intrinsic value related to options at June 30, 2007.
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The following table summarizes the warrant activity related to employee grants:
 WEIGHTEDNUMBER
    
    
    PER SHARE
    
    
    AVERAGEOF SHARES
    
    
    EXERCISE PRICE
    
    
    EXERCISE PRICEOutstanding warrants-December 31, 2006
    
    
    3,624,324

    

    
    $
    0.15-0.35
    
    
    $
    0.18Granted
    
    
    
    
    
    
    
    
    
    
    Expired or cancelled
    
    
    (1,025,000
    )
    
    
    0.15-0.25
    
    
    
    0.25Outstanding warrants-June 30, 2007
    
    
    2,599,324
    
    
    $
    0.15-0.35
    
    
    $
    0.18Warrants exercisable-June 30, 2007
    
    
    2,599,624
    
    
    $
    0.15-0.35
    
    
    $
    0.18
 Outstanding employee warrants as of June 30, 2007, had a weighted average contractual life of
approximately 6.3 years. There was no intrinsic value related to warrants at June 30, 2007.7.
    
    LOANS FROM RELATED PARTIESOn January 23, 2007, the Company entered into an unsecured loan agreement in the amount of
$10,000 pursuant to a convertible long-term loan agreement with a director of the Company.
The note bears interest at the rate of 5.0% per annum. Payments equal to the principal and
accrued and unpaid interest on the note are due in 2010. At the option of the holder, at
any time or from time to time prior to the maturity date, all or any portion of the
outstanding principal may be converted into a number of shares of the Companys common
stock at a conversion price of 36,500 shares per $10,000 of principal. Interest is payable
on maturity.The conversion price for the convertible note was in excess of the trading price on the date
of issuance, therefore no beneficial conversion feature exists for the note.8.
    
    LOANSOn January 16, 2007, the Company entered into an unsecured loan agreement in the amount of
$100,000 pursuant to a convertible long-term loan agreement. The note bears interest at the
rate of 7.0% per annum. Payments equal to the principal and accrued and unpaid interest on
the note are due in 2010. At the option of the holder, at any time or from time to time
prior to the maturity date, all or any portion of the outstanding principal may be
converted into a number of shares of the Companys common stock at a conversion price of
30,000 shares per $10,000 of principal. Interest is payable on maturity.The conversion price for the convertible note was in excess of the trading price on the date
of issuance, therefore no beneficial conversion feature exists for the note.
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
    
    our ability to raise additional capital and secure additional financing;
    
    our ability to successfully implement our revised business strategy;
    
    our ability to market our services;
    
    our ability to develop and maintain strategic partnerships or alliances;
    
    our ability to maintain and increase our customer base;
    
    our ability to protect our intellectual property rights;
    
    our ability to further develop our technology and transaction processing system;
    
    our ability to respond to competitive developments;
    
    our ability to attract and retain key employees;
    
    our ability to comply with government regulations;
    
    the effects of natural disasters, computer viruses and similar disruptions to our computer systems;
    
    threats to Internet security; and
    
    acceptance of the Internet and other online services in the healthcare industry and in general.
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
    
    to utilize our state of the art technology to help large healthcare organizations achieve more efficient and less
costly administrative operations;
    
    to market our services directly to the payer community and its trading partners;
    
    to aggressively pursue and support strategic relationships with companies that will in turn aggressively market our
services to large volume healthcare organizations, including insurers, HMOs, third party administrators, provider
networks, re-pricing organizations, clinics, hospitals, laboratories, physicians and dentists;
    
    to provide total claim management services to payer organizations, including internet claim submission, paper claim
conversion to electronic transactions, and receipt of EDI transmissions;
    
    to continue to expand our product offerings to include additional transaction processing solutions, such as HMO
encounter forms, eligibility and referral verifications, claim status inquiries, electronic remittance advices, claim
attachments, and other healthcare administrative services, in order to diversify sources of revenue;
    
    to license our technology for other applications, including stand-alone purposes, internet systems and private label
use, and for original equipment manufacturers; and
    
    to seek merger and acquisition opportunities that enhance our growth and profitability objectives.
      -12-




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.
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-16-




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3.1 (2)
    
    Certificate of Incorporation3.1(a) (2)
    
    Certificate of Amendment to Certificate of Incorporation3.1(b) (3)
    
    Certificate of Designation of Series A Preferred Stock3.1(c) (3)
    
    Certificate of Designation of Series B Preferred Stock3.1(d) (3)
    
    Certificate of Designation of Series C Preferred Stock3.1(e) (3)
    
    Certificate of Designation of Series D Preferred Stock3.1(f) (1)
    
    Certificate of Designation of Series E Preferred Stock3.2 (2)
    
    Bylaws, as amended4.1 (2)
    
    Form of Common Stock Certificate4.2 (3)
    
    Form of Warrant issued to Bo W. Lycke dated February 21, 20024.3 (1)
    
    Form of Warrant issued to Don Crosbie dated October 21, 20024.4 (4)
    
    Form of Warrant issued to Don Crosbie dated June 3, 20034.5 (4)
    
    Form of Warrant issued to certain employees dated June 3, 20034.6 (4)
    
    Form of Warrant issued to Thomas Michel dated June 3, 20034.7 (4)
    
    Form of Warrant issued to Alfred Dubach dated June 3, 20034.8 (5)
    
    Form of Warrant issued to Thomas Michel dated June 30, 2004.4.9 (5)
    
    Form of Warrant issued to Gary J. Austin dated September 21, 2004.4.10 (5)
    
    Form of Warrant issued to Laura M. Bray dated September 21, 2004.4.11 (5)
    
    Form of Warrant issued to Don Crosbie dated September 21, 2004.31.1
    
    Certification of Don Crosbie31.2
    
    Certification of Laura M. Bray32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Don Crosbie32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Laura M. Bray
 
 (1)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K, for the
Year Ended December 31, 2002 filed on April 1, 2003. -17-




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(2)
    
    Incorporated by reference to the Registrants registration statement on Form S-1
(Registration No. 333-36209).(3)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2001 filed on April 15, 2002.(4)
    
    Incorporated by reference to the Registrants Current Report on Form 10-KSB dated
March 29, 2004.(5)
    
    Incorporated by reference to the Registrants Current Report on Form 10-KSB dated
March 16, 2005. -18-




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CLAIMSNET.COM INC.(Registrant)July 24, 2007By:
    
    /s/ Don CrosbieDon CrosbieChief Executive OfficerJuly 24, 2007By:
    
    /s/ Laura M. BrayLaura M. BrayChief Financial Officer
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3.1 (2)
    
    Certificate of Incorporation3.1(a) (2)
    
    Certificate of Amendment to Certificate of Incorporation3.1(b) (3)
    
    Certificate of Designation of Series A Preferred Stock3.1(c) (3)
    
    Certificate of Designation of Series B Preferred Stock3.1(d) (3)
    
    Certificate of Designation of Series C Preferred Stock3.1(e) (3)
    
    Certificate of Designation of Series D Preferred Stock3.1(f) (1)
    
    Certificate of Designation of Series E Preferred Stock3.2 (2)
    
    Bylaws, as amended4.1 (2)
    
    Form of Common Stock Certificate4.2 (3)
    
    Form of Warrant issued to Bo W. Lycke dated February 21, 20024.3 (1)
    
    Form of Warrant issued to Don Crosbie dated October 21, 20024.4 (4)
    
    Form of Warrant issued to Don Crosbie dated June 3, 20034.5 (4)
    
    Form of Warrant issued to certain employees dated June 3, 20034.6 (4)
    
    Form of Warrant issued to Thomas Michel dated June 3, 20034.7 (4)
    
    Form of Warrant issued to Alfred Dubach dated June 3, 20034.8 (5)
    
    Form of Warrant issued to Thomas Michel dated June 30, 2004.4.9 (5)
    
    Form of Warrant issued to Gary J. Austin dated September 21, 2004.4.10 (5)
    
    Form of Warrant issued to Laura M. Bray dated September 21, 2004.4.11 (5)
    
    Form of Warrant issued to Don Crosbie dated September 21, 2004.31.1
    
    Certification of Don Crosbie31.2
    
    Certification of Laura M. Bray32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Don Crosbie32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Laura M. Bray
 
 (1)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K, for the
Year Ended December 31, 2002 filed on April 1, 2003.(2)
    
    Incorporated by reference to the Registrants registration statement on Form S-1
(Registration No. 333-36209).




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(3)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2001 filed on April 15, 2002.(4)
    
    Incorporated by reference to the Registrants Current Report on Form 10-KSB dated
March 29, 2004.(5)
    
    Incorporated by reference to the Registrants Current Report on Form 10-KSB dated
March 16, 2005.