##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2009
 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 250
Dallas, Texas
    
    75254(Address of principal executive offices)
    
    (Zip Code)
 
 
 þ o
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    
    2Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008
    
    
    2Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2009 and 2008
    
    
    3Consolidated Statements of Changes in Stockholders Deficit for the Year Ended December 31, 2008 and the Six Months Ended June 30, 2009 (unaudited)
    
    
    4Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10ITEM 4. Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17ITEM 6. Exhibits
    
    
    17SIGNATURES
    
    
    2010.16 Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated July 28, 200931.1 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




---



##### Table of Contents



ITEM 1.
    
    Financial Statements
  
   (Unaudited)June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash and equivalents
    
    $
    6
    
    
    $
    Accounts receivable, net of allowance for
doubtful accounts of $6 and $3
    
    
    346
    
    
    
    289Prepaid expenses and other current assets
    
    
    75
    
    
    
    44Total current assets
    
    
    427
    
    
    
    333EQUIPMENT, FIXTURES AND SOFTWARETotal equipment, fixtures and software, net
    
    
    144
    
    
    
    171INTANGIBLE AND OTHER ASSETSGoodwill
    
    
    138
    
    
    
    138TOTAL ASSETS
    
    $
    709
    
    
    $
    642LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    337
    
    
    $
    317Accrued payroll and other current liabilities
    
    
    98
    
    
    
    127Accrued interest  related parties
    
    
    56
    
    
    
    99Accrued interest
    
    
    18
    
    
    
    14Capital leases  current portion
    
    
    21
    
    
    
    46Deferred revenues  current portion
    
    
    29
    
    
    
    24Notes payable to related parties  current portion
    
    
    820
    
    
    
    445Convertible notes payable to related parties  current portion
    
    
    
    
    
    
    50Total current liabilities
    
    
    1,379
    
    
    
    1,122LONG-TERM LIABILITIESDeferred revenues  long-term portion
    
    
    24
    
    
    
    19Convertible notes payable to related parties  long-term portion
    
    
    10
    
    
    
    760Convertible notes payable  long-term portion
    
    
    100
    
    
    
    100Total long-term liabilities
    
    
    134
    
    
    
    879Total liabilities
    
    
    1,513
    
    
    
    2,001STOCKHOLDERS 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,
2009 and December 31, 2008
    
    
    
    
    
    
    Common stock, $.001 par value; 40,000,000 shares authorized; 34,574,696
shares issued and outstanding as of June 30, 2009 and 31,147,208 as of
December 31, 2008
    
    
    35
    
    
    
    31Additional capital
    
    
    44,796
    
    
    
    44,001Accumulated deficit
    
    
    (45,635
    )
    
    
    (45,391
    )Total stockholders deficit
    
    
    (804
    )
    
    
    (1,359
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    709
    
    
    $
    642
   -2-




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUES
    
    $
    563
    
    
    $
    529
    
    
    $
    1,082
    
    
    $
    1,018COST OF REVENUES
    
    
    419
    
    
    
    422
    
    
    
    832
    
    
    
    810GROSS PROFIT
    
    
    144
    
    
    
    107
    
    
    
    250
    
    
    
    208OPERATING EXPENSESSelling, general and administrative
    
    
    221
    
    
    
    281
    
    
    
    472
    
    
    
    487Total operating expenses
    
    
    221
    
    
    
    281
    
    
    
    472
    
    
    
    487LOSS FROM OPERATIONS
    
    
    (77
    )
    
    
    (174
    )
    
    
    (222
    )
    
    
    (279
    )OTHER INCOME (EXPENSE)Interest expense  related parties
    
    
    (7
    )
    
    
    (21
    )
    
    
    (15
    )
    
    
    (41
    )Interest expense  other
    
    
    (3
    )
    
    
    (5
    )
    
    
    (7
    )
    
    
    (13
    )Total other income (expense)
    
    
    (10
    )
    
    
    (26
    )
    
    
    (22
    )
    
    
    (54
    )NET LOSS
    
    $
    (87
    )
    
    $
    (200
    )
    
    $
    (244
    )
    
    $
    (333
    )NET LOSS PER COMMON SHARE
(BASIC AND DILUTED)
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (BASIC AND DILUTED)
    
    
    34,078
    
    
    
    28,344
    
    
    
    33,352
    
    
    
    27,611
   -3-




---



##### Table of Contents



Number of
    
    
    
    
    
    
    Number ofPreferred
    
    
    
    
    
    
    Common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalShares
    
    
    Preferred
    
    
    Shares
    
    
    Common
    
    
    Additional
    
    
    Accumulated
    
    
    StockholdersOutstanding
    
    
    Stock
    
    
    Outstanding
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    DeficitBalances at December 31, 2007
    
    
    1
    
    
    $
    
    
    
    
    26,101
    
    
    $
    26
    
    
    $
    43,179
    
    
    $
    (44,741
    )
    
    $
    (1,536
    )Common stock issued for asset acquisition
    
    
    
    
    
    
    
    
    
    
    1,700
    
    
    
    2
    
    
    
    117
    
    
    
    
    
    
    
    119Issuance of common stock in payment of
accrued interest  related party
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    108Issuance of common stock in payment of
note principal  related party
    
    
    
    
    
    
    
    
    
    
    2,962
    
    
    
    3
    
    
    
    597
    
    
    
    
    
    
    
    600Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (650
    )
    
    
    (650
    )Balances at December 31, 2008
    
    
    1
    
    
    
    
    
    
    
    31,147
    
    
    
    31
    
    
    
    44,001
    
    
    
    (45,391
    )
    
    
    (1,359
    )Issuance of common stock in payment of
accrued interest  related party
    
    
    
    
    
    
    
    
    
    
    195
    
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    49Issuance of common stock in payment of
note principal  related party
    
    
    
    
    
    
    
    
    
    
    3,233
    
    
    
    4
    
    
    
    746
    
    
    
    
    
    
    
    750Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244
    )
    
    
    (244
    )Balances at June 30, 2009
    
    
    1
    
    
    $
    
    
    
    
    34,575
    
    
    $
    35
    
    
    $
    44,796
    
    
    $
    (45,635
    )
    
    $
    (804
    )
   -4-




---



##### Table of Contents



Six Months EndedJune 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (244
    )
    
    $
    (333
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    27
    
    
    
    38Bad debt expense
    
    
    3
    
    
    
    6Changes in operating assets and liabilities:Accounts receivable
    
    
    (60
    )
    
    
    (11
    )Prepaid expenses and other current assets
    
    
    (31
    )
    
    
    (23
    )Current liabilities and deferred revenue
    
    
    11
    
    
    
    150Net cash used in operating activities
    
    
    (294
    )
    
    
    (173
    )CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition, net of cash received
    
    
    
    
    
    
    (22
    )Capitalized software development costs
    
    
    
    
    
    
    (89
    )Net cash used in investing activities
    
    
    
    
    
    
    (111
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on capital lease obligation
    
    
    (25
    )
    
    
    (21
    )Payment of notes payable
    
    
    
    
    
    
    (200
    )Payment of note payable to related parties
    
    
    (50
    )
    
    
    (25
    )Proceeds from notes payable to related parties
    
    
    375
    
    
    
    475Net cash provided by financing activities
    
    
    300
    
    
    
    229NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
    
    
    6
    
    
    
    (55
    )CASH AND EQUIVALENTS, BEGINNING OF PERIOD
    
    
    
    
    
    
    98CASH AND EQUIVALENTS, END OF PERIOD
    
    $
    6
    
    
    $
    43SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    12
    
    
    $
    11Cash paid for taxes
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:Acquisition of equipment through capital lease
    
    $
    
    
    
    $
    8Payment of accrued interest through issuance of common stock
    
    $
    49
    
    
    $
    36Payment of note principal through issuance of common stock
    
    $
    750
    
    
    $
    200Replacement note issued to pay off debt
    
    $
    
    
    
    $
    250Non-cash payments related to asset acquisition
    
    $
    
    
    
    $
    124Liabilities relieved in acquisition
    
    $
    
    
    
    $
    25
   -5-




---



##### Table of Contents



1.
    
    BASIS OF PRESENTATION
 In 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, 2009 and the results of their operations and cash flows for the
three and six months ended June 30, 2009 and 2008, 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, 2009 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-K
for the year ended December 31, 2008, as filed with the Securities and Exchange Commission
on March 2, 2009.
 2.
    
    NEED FOR ADDITIONAL CAPITAL AND LIQUIDITY
 Management believes that available cash resources, together with anticipated revenues from
operations and the proceeds of recently completed financing activities and funding
commitments may not be sufficient to satisfy the Companys capital requirements past
December 31, 2009. 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.
    
    ACQUISITION
 On February 20, 2008, the Company acquired substantially all the assets of Acceptius, Inc.
(Acceptius). Acceptius was engaged in the business of providing transaction processing
services to the healthcare industry. The acquisition extends the Companys current revenue
generating processes by adding paper conversion and claims repricing, extending its claims
processing capabilities and increasing its client base. The $178,000 purchase price
consisted of:
 
    
    cash paid to the sellers in the aggregate amount of $25,000
 
    
    an aggregate of 1,700,000 shares of common stock of the Company issued to the
Sellers, valued at $0.07 per share in accordance with Emerging Issues Task Force
(EITF) 99-12, Determination of the Measurement Date for the Market Price of
Acquirer Securities Issued in a Purchase Business Combination
 
    
    an aggregate of $29,000 in direct transaction costs; and
 
    
    cash to be paid to the sellers by August 20, 2008 in the aggregate amount of
$5,000
 Operating results of Acceptius have been included in the Companys consolidated financial
statements since February 1, 2008, when the Company assumed the risk of loss for Acceptiuss
operations, by recording revenue and cost of revenue transactions from that date directly in
the accounts of the Company.
  -6-




---



##### Table of Contents



The following table summarizes the initial fair values of the assets acquired and
liabilities assumed at the date of acquisition based on a preliminary valuation. Subsequent
adjustments may be recorded upon the completion of the valuation and the final determination
of the purchase price allocation (in thousands).
 Cash
    
    $
    4Accounts receivable
    
    
    24Computer hardware and software
    
    
    6Software development costs
    
    
    20Goodwill
    
    
    138Current liabilities
    
    
    (13
    )$
    179
 The following unaudited pro forma information presents the 2008 results of operations of the
Company as if the acquisition had occurred on January 1, 2008. The unaudited pro forma
results are not necessarily indicative of results that would have occurred had the
acquisition been in effect for the periods presented, nor are they necessarily indicative of
future results (in thousands).
 Three Months Ended
    
    
    Six Months EndedJune 30, 2008
    
    
    June 30, 2008Revenues
    
    $
    529
    
    
    $
    1,057Net loss
    
    $
    (200
    )
    
    $
    (325
    )Net loss per common share (basic and diluted)
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average common shares outstanding
(basic and diluted)
    
    
    28,344
    
    
    
    28,078
 Several attempts have been made to tender payment of the $5,000 due August 20, 2008, but the
Company has been unable to make contact with any Acceptius representatives since July 2008.
The obligation is recorded as a current payable by the Company, awaiting communication from
Acceptius representatives concerning payment instructions.
 4.
    
    EQUIPMENT, FIXTURES AND SOFTWARE
 Equipment, fixtures and software consists of the following at June 30, 2009 (in thousands):
 Computer hardware and software
    
    $
    395Software development costs
    
    
    2,103Furniture and fixtures
    
    
    31Office equipment
    
    
    28Leasehold improvements
    
    
    35Equipment under capital lease
    
    
    1292,721Less accumulated depreciation and amortization
    
    
    (2,577
    )$
    144
 The assets held under capital leases have been included in property and equipment and total
$129,000 with accumulated amortization of $108,351 for the quarter ended June 30, 2009.
Amortization expense related to capital leases is included in depreciation expense.
  -7-




---



##### Table of Contents



5.
    
    LOANS FROM RELATED PARTIES
 On January 6, 2009, the Company issued an unsecured promissory note upon receipt of
$100,000 from National Financial Corporation, a related party (NFC). The note originally bore interest at the
rate of 5% per annum. The note was amended on January 31, 2009 to decrease the interest
rate to 3% per annum, effective January 6, 2009. Payments equal to the principal and
accrued and unpaid interest on the note are due on demand, with thirty days notice.
 On January 8, 2009, upon the demand of Mr. Thomas Michel, a member of the Companys board of
directors (Michel), the Company repaid principal on an outstanding convertible note dated
September 29, 2006 in the aggregate amount of $50,000 plus accrued interest of $8,558.
 On January 31, 2009, the Company exercised its option to convert into the Companys common
stock, par value $0.001 (Common Stock), a debt evidenced by an unsecured promissory note
with Elmira United Corporation, a greater than 5% shareholder of the Company (Elmira).
The Company issued the note on March 20, 2008 with a maturity date of March 31, 2011, and
bore interest at the rate of 4% per annum. The outstanding principal of $250,000 was
converted into 1,187,500 shares of Common Stock at a conversion price of 47,500 shares per
$10,000 of principal. In addition, $8,712 of accrued and unpaid interest was converted
into 41,383 shares of Common Stock at a conversion price of 47,500 shares per $10,000 of
interest.
 On January 31, 2009, the Company exercised its option to convert into Common Stock a debt
evidenced by an unsecured promissory note with Elmira. The Company issued the note on May
13, 2008 with a maturity date of March 31, 2011, and bore interest at the rate of 4% per
annum. The outstanding principal of $200,000 was converted into 950,000 shares of Common
Stock at a conversion price of 47,500 shares per $10,000 of principal. In addition, $5,786
of accrued and unpaid interest was converted into 27,485 shares of Common Stock at a
conversion price of 47,500 shares per $10,000 of interest.
 On January 31, 2009, the Company issued amendments to two unsecured promissory notes with
Michel. The notes originally bore interest at the rate of 5% per annum. The Company
issued the first note on September 16, 2008 in the amount of $30,000. The Company issued
the second note on September 29, 2008 in the amount of $20,000. The notes were amended to
decrease the interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued an amendment to an unsecured promissory note with
NFC. The Company issued the note on November 16, 2006 in the amount of $100,000, and
originally bore interest at the rate of 8% per annum. The note was amended to decrease
the interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued an amendment to an unsecured promissory note with
NFC. The Company issued the note on December 13, 2007 in the amount of $100,000, and
originally bore interest at the rate of 7% per annum. The note was amended to decrease
the interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued amendments to three unsecured promissory notes
with NFC. The Company issued the first note on August 20, 2008 in the amount of $50,000.
The Company issued the second note on October 28, 2008 in the amount of $50,000. The
Company issued the third note on November 26, 2008 in the amount of $50,000. The notes
originally bore interest at the rate of 5% per annum. The notes were amended to decrease
the interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued an amendment to an unsecured promissory note with
NFC. The Company issued the note on January 6, 2009 in the amount of $100,000, and
originally bore interest at the rate of 5% per annum. The note was amended to decrease
the interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued an amendment to an unsecured promissory note with
Mr. J.R. Schellenberg, a related party (Schellenberg). The Company issued the note on
June 6, 2002 in the amount of $35,000, and originally bore interest at the rate of 9.5%
per annum. The note was amended to decrease the interest rate to 3% per annum, effective
January 1, 2009.
  -8-




---



##### Table of Contents



On January 31, 2009, the Company issued an amendment to an unsecured promissory note with
Schellenberg. The Company issued the note on August 1, 2002 in the amount of $10,000, and
originally bore interest at the rate of 8% per annum. The note was amended to decrease the
interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued an amendment to an unsecured convertible
promissory note with Michel. The Company issued the note on January 23, 2007 in the amount
of $10,000, and originally bore interest at the rate of 5% per annum. The note was
amended to decrease the interest rate to 3% per annum, effective January 1, 2009.
 On January 31, 2009, the Company issued an amendment to an unsecured convertible
promissory note with Elmira. The Company issued the note on November 29, 2006 in the
amount of $300,000, and originally bore interest at the rate of 5% per annum. The note
was amended to decrease the interest rate to 3% per annum, effective January 1, 2009.
 On February 4, 2009, the Company issued an unsecured promissory note upon receipt of
$100,000 from NFC. The note bears interest at the rate of 3% per annum. Payments equal to
the principal and accrued and unpaid interest on the note are due on demand.
 On April 15, 2009, the Company issued an unsecured promissory note upon receipt of $75,000
from NFC. The note bears interest at the rate of 3% per annum. Payments equal to the
principal and accrued and unpaid interest on the note are due on demand.
 On May 8, 2009, the Company exercised its option to convert into the Companys common
stock, par value $0.001 (Common Stock), a debt evidenced by an unsecured promissory note
with Elmira. The Company issued the note on November 29, 2006 with a maturity date of
November 30, 2010, and bore interest at the rate of 7% per annum, amended to 3% per annum
effective January 1, 2009. The outstanding principal of $300,000 was converted into
1,095,000 shares of Common Stock at a conversion price of 30,000 shares per $10,000 of
principal. In addition, $34,553 of accrued and unpaid interest was converted into 126,120
shares of Common Stock at a conversion price of 30,000 shares per $10,000 of interest.
 On May 11, 2009, the Company issued an unsecured promissory note upon receipt of $100,000
from NFC. The note bears interest at the rate of 3% per annum. Payments equal to the
principal and accrued and unpaid interest on the note are due on demand.
 6.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS
 SFAS 107-1, Interim 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. Cash, accounts receivable, accounts payable, notes payable and
other liabilities are carried at amounts that reasonably approximate their fair values.
 7.
    
    SUBSEQUENT EVENTS
 On July 28, 2009, the Company exercised its option to convert into the Companys common
stock, par value $0.001 (Common Stock), a debt evidenced by an unsecured promissory note
with NFC. The Company issued the note to Eganoc Services Corp., (Eganoc), on January 16,
2007 with a maturity date of November 30, 2010, and bore interest at the rate of 7% per
annum. NFC purchased the note from Eganoc in an unrelated transaction
on July 20, 2009 The
outstanding principal of $100,000 was converted into 300,000 shares of Common Stock at a
conversion price of 30,000 shares per $10,000 of principal.
 On July 28, 2009, the Company issued an unsecured promissory note upon receipt of $25,000
from NFC. The note bears interest at the rate of 3% per annum. Payments equal to the
principal and accrued and unpaid interest on the note are due on demand.
 In preparing these financial statements, the Company has evaluated events and transactions
for potential recognition or disclosure through July 30, 2009, the date the financial
statements were issued.
  -9-




---



##### Table of Contents



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 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.
   -10-




---



##### Table of Contents




    
    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 seek merger and acquisition opportunities that enhance our growth and profitability
objectives.
 
    
    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
    -11-




---



##### Table of Contents



-12-




---



##### Table of Contents



-13-




---



##### Table of Contents



-14-




---



##### Table of Contents



.
  -15-




---



##### Table of Contents



ITEM 4.
    
    Controls and Procedures
       -16-




---



##### Table of Contents



ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
     ITEM 5.
    
    Other Information
  
 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.
  -17-




---



##### Table of Contents



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(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and Thomas Michel dated September 16, 2008.10.2(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and Thomas Michel dated September 29, 2008.10.3(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and National Financial Corporation dated November 16, 2006.10.4(9)
    
    Amendment No. 2, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and National Financial Corporation dated December 13, 2007.10.5(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and National Financial Corporation dated August 20, 2008.10.6(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and National Financial Corporation dated October 28, 2008.10.7(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and National Financial Corporation dated November 26, 2008.10.8(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and National Financial Corporation dated January 6, 2009.10.9(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and J. R. Schellenberg dated June 6, 2002.10.10(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured Promissory
Note by and between Claimsnet.com and J. R. Schellenberg dated August 1, 2002.10.11(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured
Convertible Promissory Note by and between Claimsnet.com and Elmira United Corporation dated
November 29, 2006.10.12(9)
    
    Amendment No. 1, dated January 31, 2009, to the Unsecured
Convertible Promissory Note by and between Claimsnet.com and Thomas Michel dated January 23, 2007.
  -18-




---



##### Table of Contents



10.13(6)
    
    Unsecured Convertible Promissory Note between Claimsnet.com and
National Financial Corporation dated January 6, 2009.10.14(7)
    
    Unsecured Convertible Promissory Note between Claimsnet.com and
National Financial Corporation dated February 4, 2009.10.15(8)
    
    Unsecured Promissory Note between Claimsnet.com and National
Financial Corporation dated April 15, 2009.10.15(10)
    
    Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated May 11, 2009.10.16

    
    Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated July 28, 2009.31.1
    
    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.
 
 (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 January 6, 2009 filed on January 9, 2009.(7)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated February 4, 2009 filed on February 6, 2009.(8)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated April 15, 2009 filed on April 20, 2009.(9)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed on April 28, 2009.(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated May 11, 2009 filed on May 12, 2009.  -19-




---



##### Table of Contents



CLAIMSNET.COM INC.
(Registrant)
July 30, 2009By:
    /s/ Don CrosbieDon CrosbieChief Executive OfficerJuly 30, 2009By:
    /s/ Laura M. BrayLaura M. BrayChief Financial Officer  -20-




---



##### Table of Contents



Exhibit No.
    
    Description10.16
    
    
    Unsecured Promissory Note between Claimsnet.com and National Financial Corporation dated July 28, 2009.31.1
    
    
    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.
  -21-