##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission file number 001-14665
 CLAIMSNET.COM INC.
  Delaware
    
    75-2649230(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 14860 Montfort Dr, Suite 250Dallas, Texas
    
    75254(Address of principal executive offices)
    
    (Zip Code)
 
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
 o þ




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PART I. FINANCIAL INFORMATION
    
    
    3ITEM 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010
    
    
    3Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31,
2011 and 2010
    
    
    4Consolidated Statements of Changes in Stockholders Deficit for the Year Ended December
31, 2010 and the Three Months Ended March 31, 2011 (unaudited)
    
    
    5Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31,
2011 and 2010
    
    
    6Notes to Consolidated Financial Statements
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9ITEM 4. Controls and Procedures
    
    
    13PART II. OTHER INFORMATION
    
    
    14ITEM 6. Exhibits
    
    
    14SIGNATURES
    
    
    16CERTIFICATIONSEX-31.1EX-31.2EX-32.1EX-32.2
   When to
Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying
Amounts,
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ITEM 1:
    
    FINANCIAL STATEMENTS
  
   (Unaudited)March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCURRENT ASSETSCash and equivalents
    
    $
    25
    
    
    $
    23Accounts receivable, net of allowance for
doubtful accounts of $5 and $6
    
    
    336
    
    
    
    339Prepaid expenses and other current assets
    
    
    20
    
    
    
    31Total current assets
    
    
    381
    
    
    
    393EQUIPMENT, FIXTURES AND SOFTWARETotal equipment, fixtures and software, net
    
    
    1
    
    
    
    4INTANGIBLE AND OTHER ASSETSGoodwill
    
    
    
    
    
    
    138TOTAL ASSETS
    
    $
    382
    
    
    $
    535LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    409
    
    
    $
    375Accrued payroll and other current liabilities
    
    
    61
    
    
    
    102Accrued interest  related parties
    
    
    103
    
    
    
    99Deferred revenues  current portion
    
    
    11
    
    
    
    10Notes payable to related parties
    
    
    1,070
    
    
    
    1,040Convertible notes payable to related parties
    
    
    10
    
    
    
    10Total current liabilities
    
    
    1,664
    
    
    
    1,636LONG-TERM LIABILITIESDeferred revenues  long-term portion
    
    
    9
    
    
    
    10Total long-term liabilities
    
    
    9
    
    
    
    10Total liabilities
    
    
    1,673
    
    
    
    1,646STOCKHOLDERS 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 March 31,
2011 and December 31, 2010
    
    
    
    
    
    
    Common stock, $.001 par value; 40,000,000 shares authorized; 34,874,696
shares issued and outstanding as of March 31, 2011 and December 31, 2010
    
    
    35
    
    
    
    35Additional capital
    
    
    44,896
    
    
    
    44,896Accumulated deficit
    
    
    (46,222
    )
    
    
    (46,042
    )Total stockholders deficit
    
    
    (1,291
    )
    
    
    (1,111
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    382
    
    
    $
    535
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Three Months EndedMarch 31,2011
    
    
    2010REVENUES
    
    $
    573
    
    
    $
    578COST OF REVENUES
    
    
    434
    
    
    
    414GROSS PROFIT
    
    
    139
    
    
    
    164OPERATING EXPENSESSelling, general and administrative
    
    
    176
    
    
    
    173LOSS FROM OPERATIONS-RESTATED
    
    
    (37
    )
    
    
    (9
    )OTHER INCOME (EXPENSE)Interest expense  related parties
    
    
    (5
    )
    
    
    (7
    )NET LOSS-RESTATED
    
    $
    (42
    )
    
    $
    (16
    )NET LOSS PER COMMON SHARE
(BASIC AND DILUTED)-RESTATED
    
    $
    (0.00
    )
    
    $
    (0.00
    )WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (BASIC AND DILUTED)-RESTATED
    
    
    34,875
    
    
    
    34,875
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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, 2009
    
    
    1
    
    
    $
    
    
    
    
    34,875
    
    
    $
    35
    
    
    $
    44,896
    
    
    $
    (45,755
    )
    
    $
    (824
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (287
    )
    
    
    (287
    )Balances at
December 31, 2010
    
    
    1
    
    
    
    
    
    
    
    34,875
    
    
    
    35
    
    
    
    44,896
    
    
    
    (46,042
    )
    
    
    (1,111
    )Cumulative effect
of adoption of an
accounting standard
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (138
    )
    
    
    (138
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    (42
    )Balances at March
31, 2011
    
    
    1
    
    
    $
    
    
    
    
    34,875
    
    
    $
    35
    
    
    $
    44,896
    
    
    $
    (46,222
    )
    
    $
    (1,291
    )
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Three Months EndedMarch 31,2011
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss  restated
    
    $
    (42
    )
    
    $
    (16
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    3
    
    
    
    3Bad debt expense
    
    
    1
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    2
    
    
    
    1Prepaid expenses and other current assets
    
    
    24
    
    
    
    4Current liabilities and deferred revenue
    
    
    (16
    )
    
    
    (28
    )Net cash used in operating activities
    
    
    (28
    )
    
    
    (36
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from notes payable to related parties
    
    
    30
    
    
    
    115Net cash provided by financing activities
    
    
    30
    
    
    
    115NET INCREASE IN CASH AND EQUIVALENTS
    
    
    2
    
    
    
    79CASH AND EQUIVALENTS, BEGINNING OF PERIOD
    
    
    23
    
    
    
    18CASH AND EQUIVALENTS, END OF PERIOD
    
    $
    25
    
    
    $
    97SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    
    
    
    $
    Cash paid for taxes
    
    $
    
    
    
    $
    
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1.
    
    BASIS OF PRESENTATION
   2.
    
    NEED FOR ADDITIONAL CAPITAL AND LIQUIDITY
  3.
    
    RECENT ACCOUNTING PRONOUNCEMENTS
  When to Perform Step 2 of the Goodwill
Impairment Test for Reporting Units with Zero or Negative Carrying Amounts, FASB Accounting Standards Codification Intangibles  Goodwill and Other: Goodwill
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4.
    
    EQUIPMENT, FIXTURES AND SOFTWARE
  Computer hardware and software
    
    $
    524Software development costs
    
    
    1,999Furniture and fixtures
    
    
    31Office equipment
    
    
    28Leasehold improvements
    
    
    352,617Less accumulated depreciation and amortization
    
    
    (2,616
    )$
    1
 5.
    
    LOANS FROM RELATED PARTIES
   6.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS
  7.
    
    RESTATEMENT OF FINANCIAL STATEMENTS
  8.
    
    SUBSEQUENT EVENTS
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ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    our ability to raise additional capital and secure additional financing;
    
    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;
    
    the ability of our clients to pay their debts when they become due;
    
    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.
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.
  -12-




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ITEM 4.
    
    Controls and Procedures
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ITEM 6.
    
    Exhibits
  3.1
    (1)
    
    Certificate of Incorporation.3.1
    (a)(1)
    
    Certificate of Amendment to Certificate of Incorporation.3.1
    (b)(3)
    
    Certificate of Designation of Series A Preferred Stock.3.1
    (c)(3)
    
    Certificate of Designation of Series B Preferred Stock.3.1
    (d)(3)
    
    Certificate of Designation of Series C Preferred Stock.3.1
    (e)(3)
    
    Certificate of Designation of Series D Preferred Stock.3.1
    (f)(2)
    
    Certificate of Designation of Series E Preferred Stock.3.2
    (1)
    
    Bylaws, as amended.4.1
    (1)
    
    Form of Common Stock Certificate.4.2
    (3)
    
    Form of Warrant issued to Bo W. Lycke dated February 21, 2002.4.3
    (4)
    
    Form of Warrant issued to Don Crosbie dated June 3, 2003.4.4
    (4)
    
    Form of Warrant issued to certain employees dated June 3, 2003.4.5
    (4)
    
    Form of Warrant issued to Thomas Michel dated June 3, 2003.4.6
    (4)
    
    Form of Warrant issued to Alfred Dubach dated June 3, 2003.4.7
    (5)
    
    Form of Warrant issued to Gary J. Austin dated September 21, 2004.4.8
    (5)
    
    Form of Warrant issued to Laura M. Bray dated September 21, 2004.4.9
    (5)
    
    Form of Warrant issued to Don Crosbie dated September 21, 2004.10.1
    (6)
    
    Unsecured Convertible Promissory Note between Claimsnet.com and Thomas Michel dated March 2, 2011.10.2
    (6)
    
    Unsecured Promissory Note between Claimsnet.com and J. R. Schellenberg dated March 2, 2011.31.1
    
    
    Certification of Don Crosbie.31.2
    
    
    Certification of Laura M. Bray.32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Don Crosbie.32.2
    
    
    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.
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(1)
    
    Incorporated by reference to the Registrants registration statement on Form S-1
(Registration No. 333-36209).(2)
    
    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.(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.(6)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated March
2, 2011 filed on March 8, 2011.
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CLAIMSNET.COM INC.(Registrant)May 9, 2011By:
    
    /s/ Don Crosbie

Don CrosbieChief Executive OfficerMay 9, 2011By:
    
    /s/ Laura M. Bray

Laura M. BrayChief Financial Officer
  -16-