<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the Quarterly Period Ended MARCH 31, 2002
                               --------------

                                       OR

[ ]  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.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                         75-2649230
-------------------------------                        -------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

  12801 N. Central Expressway, Suite 1515
  Dallas, Texas                                                 75243
  ----------------------------------------                    ---------
    (Address of principal                                    (Zip Code)
      executive offices)

Registrant's telephone number, including area code: 972-458-1701

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.001 par value,
11,141,514 shares outstanding, and Preferred Series D Stock, $.001 par value,
3,304 shares outstanding as of May 13, 2002.

                                       1

<PAGE>

                        CLAIMSNET.COM INC. AND SUBSIDIARY

                               TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

     ITEM 1.   Financial Statements

               Condensed Consolidated Balance Sheets (unaudited) as of
               March 31, 2002 and December 31, 2001

               Condensed Consolidated Statements of Operations (unaudited)
               for the Three Months Ended March 31, 2002 and 2001

               Condensed Consolidated Statements of Changes in Stockholders'
               Equity (unaudited) for the Year Ended December 31, 2001 and
               the Three Months Ended March 31, 2002

               Condensed Consolidated Statements of Cash Flows (unaudited)
               for the Three Months Ended March 31, 2002 and 2001

               Notes to Condensed Consolidated Financial Statements

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

PART II.  OTHER INFORMATION

     ITEM 6.   Exhibits and Reports on Form 8-K

SIGNATURES

                                       2

<PAGE>

                         PART I - FINANCIAL INFORMATION

         ITEM 1:   FINANCIAL STATEMENTS
<TABLE>

                      CLAIMSNET.COM INC. AND SUBSIDIARY
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                       (In thousands except share data)
                                  (Unaudited)
<CAPTION>

                                                             March 31,      December 31,
                                                               2002            2001(1)
                                                             ---------        ---------
<S>                                                          <C>              <C>
ASSETS
CURRENT ASSETS:
   Cash                                                      $     48         $    531
   Accounts receivable, net of allowance for
     doubtful accounts of $35 and $35, respectively               263              198
   Prepaid expenses and other current assets                       52              108
                                                             ---------        ---------
       Total current assets                                       363              837
EQUIPMENT, FIXTURES AND SOFTWARE
Computer hardware and software                                  1,822            1,822
Software development costs                                      2,029            1,922
Furniture and fixtures                                            160              150
Office equipment                                                   25               25
                                                             ---------        ---------
                                                                4,036            3,919
Accumulated depreciation and amortization                      (3,438)          (3,299)
                                                             ---------        ---------
         Total equipment, fixtures and software                   598              620
                                                             ---------        ---------
TOTAL                                                        $    961         $  1,457
                                                             =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                          $    389         $    298
   Accrued severance                                              183               90
   Accrued acquisition costs                                      500              500
   Accrued payroll and other current liabilities                  278              467
   Deferred revenue                                                17               17
   Notes payable - affiliate                                      285               --
                                                             ---------        ---------
       Total current liabilities                                1,652            1,372
                                                             ---------        ---------
STOCKHOLDERS' EQUITY:
   Preferred stock, $.001 par value; 4,000,000 shares
      authorized, 1,104 and 0 shares issued and
      outstanding as of March 31, 2002 and
      December 31, 2001
   Common stock, $.001 par value; 40,000,000 shares
      authorized; 11,141,000 shares issued as of
      March 31, 2002 and December 31, 2001                         11               11
   Additional capital                                          39,897           39,571
   Accumulated deficit                                        (40,599)         (39,497)
                                                             ---------        ---------
       Total stockholders' equity                                (691)              85
                                                             ---------        ---------
TOTAL                                                        $    961         $  1,457
                                                             =========        =========
</TABLE>

(1)      The condensed consolidated balance sheet as of December 31, 2001 has
         been derived from the audited financial statements at that date.

            See notes to condensed consolidated financial statements.

                                       3





<PAGE>

                       CLAIMSNET.COM INC. AND SUBSIDIARY
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands except per share data)
                                  (Unaudited)

                                                       Three Months Ended
                                                            March 31,
                                                   --------------------------
                                                      2002            2001
                                                   ---------        ---------
REVENUES                                           $    315         $    532

Cost of Revenues                                        560              910
                                                   ---------        ---------
Gross Profit (Loss)                                    (245)            (378)
                                                   ---------        ---------
OPERATING EXPENSES:
   Research and development                              95              182
   Selling, general & administrative                    760              757
                                                   ---------        ---------

       Total operating expenses                         855              939
                                                   ---------        ---------

LOSS FROM OPERATIONS                                 (1,100)          (1,317)

OTHER INCOME (EXPENSE)
   Interest expense                                      --               (2)
   Interest expense - affiliate                          (2)              (2)
   Interest income                                       --                5
                                                   ---------        ---------
       Total Other Income (Expense)                      (2)               1
                                                   ---------        ---------

NET LOSS                                           $ (1,102)        $ (1,316)
                                                   ---------        ---------

BASIC AND DILUTED NET LOSS PER COMMON SHARE        $  (0.10)        $  (0.15)
                                                   =========        =========

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                      11,141            8,640
                                                   =========        =========

            See notes to condensed consolidated financial statements.

                                       4





<PAGE>

<TABLE>
                                     CLAIMSNET.COM INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  Year Ended December 31, 2001 and the Three Months Ended March 31, 2002
                                              (In thousands)
                                                (Unaudited)
<CAPTION>

                              Number of              Number of                                                             Total
                              Preferred               Common                            Deferred                       Stockholders'
                               Shares    Preferred    Shares      Common   Additional    Sales    Accumulated  Treasury   Equity
                             Outstanding  Stock     Outstanding    Stock     Capital    Discount    Deficit     Stock    (Deficit)
                              --------  --------    ----------  ---------  ----------  ---------   ---------  ---------  ---------
<S>                                <C>  <C>            <C>       <C>        <C>        <C>         <C>          <C>      <C>
Balances at January 1, 2001        --   $    --         8,551    $     9    $ 36,820   $ (1,334)   $(34,303)    (1,026)  $    166

Sale of preferred stock
converted into common stock        --        --           660          1         462         --          --         --        463

Sale of common stock               --        --         1,914          1       3,216         --          --         --      3,217

Issuance of common stock
for services                       --        --            16         --          42         --          --         --         42

Issuance of warrants for
services                           --        --            --         --          57         --          --         --         57

Cancellation of treasury
stock                              --        --            --         --      (1,026)        --          --      1,026         --

Write off unamortized
portion of deferred sales
discount                           --        --            --         --          --      1,334          --         --      1,334

Net loss                           --        --            --         --          --         --      (5,194)        --     (5,194)
                              --------  --------    ----------  ---------  ----------  ---------   ---------  ---------  ---------
Balances at December 31, 2001      --        --        11,141         11      39,571         --     (39,497)        --         85
                              --------  --------    ----------  ---------  ----------  ---------   ---------  ---------  ---------

Sale of preferred stock             1        --            --         --         276         --          --         --        276

Issuance of warrants and
options for severance
agreement                          --        --            --         --          50         --          --         --         50

Net loss                           --        --            --         --          --         --      (1,102)        --     (1,102)
                              --------  --------    ----------  ---------  ----------  ---------   ---------  ---------  ---------
Balances at March 31, 2002          1   $    --        11,141   $     11   $  39,897   $     --    $(40,599)  $     --   $   (691)
                              ========  ========    ==========  =========  ==========  =========   =========  =========  =========

                              See notes to condensed consolidated financial statements.
</TABLE>

                                                          5





<PAGE>

<TABLE>
                              CLAIMSNET.COM INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (In thousands)
                                       (Unaudited)
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                               2002           2001
                                                             --------        --------
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                  $(1,102)        $(1,316)
   Adjustments to reconcile net loss to net cash
   used by operating activities:
     Depreciation and amortization                               139             170
     Stock options and warrants issued for service                50              --
     Amortization of deferred sales discount                      --              79
     Write down of net deferred charges on
       McKesson contract                                          --             356
     Loss on sale of assets                                       --              16
     Changes in operating assets and liabilities:
       Accounts receivable                                       (65)              1
       Prepaid expenses and other current assets                  56              21
       Current liabilities                                        (5)           (470)
                                                             --------        --------
   Net cash used in operating activities                        (927)         (1,143)
                                                             --------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                           (10)             --
   Proceeds from sale of assets                                   --              11
   Capitalized cost of software development                     (107)             --
                                                             --------        --------
   Net cash provided by(used in) investing activities           (117)             11
                                                             --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in note payable to affiliate                         390             400
   Payment of note payable to affiliate                         (105)             --
   Proceeds from issuance of common stock                       --               630
   Proceeds from issuance of preferred stock                     276              --
                                                             --------        --------
   Net cash provided by financing activities                     561           1,030
                                                             --------        --------
NET DECREASE IN CASH                                            (483)           (102)
CASH, BEGINNING OF PERIOD                                        531           1,132
                                                             --------        --------
CASH, END OF PERIOD                                          $    48         $ 1,030
                                                             ========        ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                       $     2         $     2
                                                             ========        ========
</TABLE>

              See notes to condensed consolidated financial statements.

                                          6





<PAGE>

                        CLAIMSNET.COM INC. AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements

1.     BASIS OF PRESENTATION

         In the opinion of management, the accompanying unaudited condensed
         consolidated financial statements include all necessary adjustments
         (consisting of normal recurring accruals) and present fairly the
         consolidated financial position of Claimsnet.com inc. (the "Company")
         and subsidiary as of March 31, 2002 and the results of its operations
         and cash flows for the three months ended March 31, 2002 and 2001, in
         conformity with generally accepted accounting principles for interim
         financial information applied on a consistent basis. The results of
         operations for the three months ended March 31, 2002 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, 2001, as filed with the
         Securities and Exchange Commission on April 15, 2002.

         The adoption of Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets" as of January 1, 2002 had no
         effect on the financial statements for the three months ended March 31,
         2002.

2.     TRANSACTIONS WITH MCKESSON CORPORATION ("McKesson")

         On April 12, 2001, the Company entered into an agreement with McKesson
         which superseded our October 1999 agreement. Under the 1999 Development
         and Services Agreement the Company (a) issued a three year warrant to
         McKesson to purchase 819,184 shares of common stock at $7.00 per share,
         (b) received fees for the development of a private label claims
         processing and statement processing internet application for McKesson,
         (c) received one of three scheduled license fee payments for use of the
         McKesson internet application, (d) received monthly support fees for
         dedicated private label system hosting, operation and support services
         commencing at the date of acceptance of the McKesson internet
         application, and (e) received transaction fees for claims and
         statements processed by the McKesson internet application. Under the
         new agreement, (a) McKesson acquired 1,514,285 shares of common stock
         at $1.75 per share for net proceeds of $2,650,000, (b) McKesson paid a
         one-time fee of $200,000 (c) the stock purchase warrant originally
         issued to McKesson in October 1999 was cancelled, (d) McKesson retained
         a license to use the McKesson internet application to process
         statements and claims without additional license fee payments, (e)
         McKesson agreed to eliminate the need for dedicated private label
         system hosting, operation, and support services and the Company agreed
         to provide standard system hosting, operation, and support serviced
         without the payment of future monthly support fees, (f) the Company
         will receive fees for transactions processed by the McKesson internet
         application, (g) the Company and McKesson agreed to use best efforts to
         expand the scope of the license agreement to include additional claim
         types, and (h) the Company and McKesson agreed to use best efforts to
         pursue other unspecified business opportunities. Under a separate
         agreement, the Company has contracted for McKesson processing services
         to print patient statements and submit claims to payers for certain
         customers, for which the Company pays McKesson fees for some
         transactions and shares third party revenues for other transactions.

         Pursuant to the October 1999 agreement, through March 31, 2001 the
         Company (a) received payments in the aggregate amount of $2,202,000 (of
         which approximately $1,200,000 was received in December 2000) related
         to development and license fee provisions, which were recorded as

                                       7





<PAGE>

         deferred revenue and were being accounted for by amortizing the total
         amount, received and to be received, of approximately $4,500,000
         ratably over the expected contract life of 65 months, (b) expended
         $428,000 related to development and implementation costs, which was
         recorded as software development costs on the balance sheet, and was
         being amortized ratably over the expected contract period of 65 months,
         and (c)recorded in equity a capital contribution and an offsetting
         deferred sales discount in the amount of $1,700,000 for the imputed
         value of the warrant, which was being amortized ratably over the
         expected contract period of 65 months. As of March 31, 2001 the Company
         had amortized $1,187,000 of the deferred revenue into revenue, $112,000
         of the deferred development costs into cost of revenues, and $445,000
         of the deferred sales discount as a reduction of revenues, leaving
         balances of $1,015,000, $316,000 and $1,255,000, respectively. As of
         March 31, 2001, the Company accrued the $200,000 payment received in
         April in connection with the contract modification as additional
         deferred revenue. As a result of the April 2001 modification of the
         1999 contract with McKesson, as of March 31, 2001 the Company offset
         the remaining deferred sales discounts against the remaining deferred
         revenue. The remaining software development costs of $316,000 were
         written off to cost of revenue. Although the new agreement with
         McKesson permits them to continue to use the software developed
         specifically to process their transactions, there was no requirement
         for them to use the system and no ability to project future transaction
         revenues.

3.     SALE OF PREFERRED STOCK

         In March 2002, the Company completed the private placement of 1,104
         shares of Series D Preferred Stock to accredited investors at $250 per
         share for net proceeds of $276,000. A portion of the proceeds of the
         sale was used to repay short term loans incurred in February 2002. In
         April and May 2002, the Company received subscriptions to purchase an
         additional 2,200 shares of Series D Preferred Stock by accredited
         investors for net proceeds of $550,000.

4.     LOANS FROM RELATED PARTY

         In February and March 2002, the Company entered into four separate
         unsecured short-term loan agreements with National Financial Corp., a
         related party, in the aggregate amount of $390,000. The Company repaid
         one note in the principal amount of $105,000 plus accrued interest
         thereon in February 2002. The remaining three notes in the aggregate
         principal amount of $285,000 plus interest, at 9.5% per annum on the
         unpaid principal, are due on September 30, 2002.

5.     ISSUANCE OF OPTIONS AND WARRANTS

         In January 2002, the Company granted employees options under its 1997
         Stock Option Plan to purchase an aggregate of 456,000 shares of common
         stock. The options contain an exercise of $0.60 per share, the market
         price on the date of grant, expire on the tenth anniversary of the
         grant, and vest 100% one year from the date of grant.

         In February 2002, the Company granted employees the remaining options
         under its 1997 Stock Option Plan and warrants to purchase an aggregate
         of 582,045 shares of common stock in exchange for voluntary salary
         reductions. The options and warrants contained an exercise of $0.35 per
         share, the market price on the date of grant, expire on the tenth
         anniversary of the grant, and vest 25% immediately on the date of grant
         and an additional 25% on each third month anniversary of the date of
         grant.

                                          8





<PAGE>

6.     NEED FOR ADDITIONAL CAPITAL

         Management believes that available cash resources, together with
         anticipated revenues from operations and the proceeds of recently
         completed financing activities and funding commitments will not be
         sufficient to satisfy the Company's capital requirements through
         December 31, 2002. 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 certain 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 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.

                                       9





<PAGE>

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

RESULTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE
MONTHS ENDED MARCH 31, 2001

REVENUES

Revenues in the three months ended March 31, 2002 were $315,000 compared to
$532,000 in the three months ended March 31, 2001, representing a decrease of
41%. There were no revenues from the McKesson Development and Services Agreement
recognized in the three months ended March 31, 2002. During the year earlier
quarter, revenues of $289,000 were related to recognition of license fees and
support revenues from the McKesson Development and Services Agreement and
revenues of $243,000 were related to the our other clients. Revenues for the
three months ended March 31, 2002 from recurring revenue sources represented 94%
of total revenues. Recurring revenues for the three months were comprised of
$245,000 from transaction-based fees and $50,000 from subscription fees.
Revenues from non-recurring sources totaled $20,000 and were related to support
and other fees.

The Company processed 1,862,000 transactions during the three months ended March
31, 2002, compared with 1,434,000 transactions in the year-earlier quarter, an
increase of 30%. The increase was attributable to internal growth in the number
of accounts and healthcare providers subscribing to the Company's services.
Additionally, 92% of all transactions were for claim submission services and 8%
were for patient statement processing and eligibility verification services. The
Company had 517 accounts processing transactions for 4,642 providers at March
31, 2002 compared with 416 accounts and 3,612 providers at March 31, 2001,
representing increases of 24% and 29%, respectively.

Transaction-based revenue averaged $0.13 per transaction for the three months
ended March 31, 2002 as compared with $0.10 per transaction for the three months
ended March 31, 2001. Revenue per transaction for the 1,719,000 claims averaged
$0.11 during the period compared with 1,328,000 claims averaging $0.08 during
2001. The Company processed 137,000 patient statements at an average of $0.44
revenue per transaction during the current quarter compared to 105,000 at an
average of $0.42 in the prior year period. The Company processed 6,000
eligibility transactions during the quarter ended March 31, 2002 compared with
less than 1,000 eligibility transactions in the quarter ended March 31, 2001,
with less than $1,000 of revenue from eligibility transactions recognized in
either period.

COST OF REVENUES

Cost of revenues in the three months ended March 31, 2002 was $560,000, compared
with $910,000 in the three months ended March 31, 2001, representing a decrease
of 38%. The four ordinary components of cost of revenues are data center
expenses, transaction processing expenses, customer support operation expenses
and software amortization. Data center expenses increased slightly to $95,000
for the three months ended March 31, 2002 compared with $92,000 for the same
period in 2001. Transaction processing expenses were $137,000 in 2002 compared
to $113,000 in the first quarter of 2001, representing a 21% increase compared
to the increase of 30% in the total number of transactions processed. Customer
support operations expense decreased by 14% to $257,000 in the first quarter of
2002 from $299,000 in the first quarter of 2001, while the number of accounts
and providers served at the end of each quarter increased 24% and 29%,
respectively. Software amortization and development project amortization
expenses decreased 21% to $71,000 in the current quarter from $90,000 in the
year-earlier period. This decrease reflects completion of amortization for
earlier versions of software for customer use. Deferred development costs of
$316,000 associated with the McKesson development project were written off to
cost of revenues in the quarter ended March 31, 2001.

                                       10





<PAGE>

OPERATING EXPENSES

Research and development expenses were $95,000 in the three months ended March
31, 2002, compared with $182,000 in the three months ended March 31, 2001,
representing a decrease of 48%. Research and development expenses are comprised
of personnel costs and related expenses. Software development expenses of
$107,000 were capitalized during the current period. Development efforts during
the first quarter of 2002 were primarily focused on enhancements required to
comply with provisions of the Health Insurance Portability and Accountability
Act, while the year-earlier efforts were related to continuous incremental
enhancements to the Company's proprietary software system, none of which were
subject to capitalization.

Selling, general and administrative expenses were $760,000 in the three months
ended March 31, 2002, compared with $757,000 in the same period of 2001, an
increase of less than 1%. A one-time charge of $162,000 was recorded in the 2002
period pursuant to a severance agreement dated April 8, 2002 with Bo W. Lycke,
formerly our chief executive officer, of which $50,000 related to the issuance
of options and warrants. A one-time charge of $40,000 was recorded in the
quarter ended March 31, 2001 for unamortized deferred sales discount costs net
of deferred revenue associated with the McKesson contract.

OTHER INCOME (EXPENSE)

Interest income from investment of excess cash was less than $1,000 in the
quarter ended March 31, 2002 compared with $5,000 in the quarter ended March 31,
2001 due to diminished levels of cash available for investment between the
periods. Interest expense of $2,000 was incurred in the current quarter on
financing fees and affiliate debt compared with $4,000 in the quarter ended
March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities of $927,000 in the three months ended
March 31, 2002 was primarily related to net operating losses of $1,102,000 and
changes in working capital of $14,000, less: depreciation of $139,000, and
non-cash expense of $50,000 from issuance of options and warrants related to a
severance agreement. Net cash used in operating activities of $1,143,000 for the
three months ended March 31, 2001 was primarily related to net operating losses
of $1,316,000 and changes in working capital of $448,000, less depreciation of
$170,000, and non-cash write offs and amortization of $435,000 associated with
the McKesson contract renegotiation.

Net cash used in the current period by investing activities was $117,000, of
which $10,000 was used for the purchase of property and equipment and $107,000
was the capitalized cost of software development during the quarter. Cash was
provided in the quarter ended March 31, 2001 from the sale of assets which had a
net book value of $27,000 and generated a loss of $16,000.

Net cash provided by financing activities was $561,000 for the three months
ended March 31, 2002 as compared with $1,030,000 for the quarter ended March 31,
2001.

In March 2002, we completed the private placement of 1,104 shares of Series D
Preferred Stock to accredited investors at $250 per share for net proceeds of
$276,000. A portion of the proceeds of the sale was used to repay short term
loans incurred in February 2002. In April and May 2002, we received
subscriptions to purchase an additional 2,200 shares of Series D Preferred Stock
by accredited investors for net proceeds of $550,000.

In February and March 2002, we entered into four separate unsecured short-term
loan agreements with National Financial Corp., a related party, in the aggregate
amount of $390,000. The Company repaid one note in the principal amount of
$105,000 plus accrued interest thereon in February 2002. The remaining three
notes in the aggregate principal amount of $285,000 plus interest, at 9.5% per
annum on the unpaid principal, are due on September 30, 2002.

                                       11





<PAGE>

In February 2002, we granted employees the remaining options under our 1997
Stock Option Plan and warrants to purchase an aggregate of 582,045 shares of
common stock in exchange for voluntary salary reductions. The options and
warrants contained an exercise of $0.35 per share, the market price on the date
of grant, expire on the tenth anniversary of the grant, and vest 25% immediately
on the date of grant and an additional 25% on each third month anniversary of
the date of grant.

In January 2002, we granted employees options under our 1997 Stock Option Plan
to purchase an aggregate of 456,000 shares of common stock. The options contain
an exercise of $0.60 per share, the market price on the date of grant, expire on
the tenth anniversary of the grant, and vest 100% one year from the date of
grant.

In December 2001, upon completion of our annual meeting, ten year options
exercisable for an aggregate of 25,000 shares of common stock were granted under
the Non-Employee Directors' Plan. The option exercise price of $0.50 was the
fair market value of a share of the outstanding common stock on the date the
options were granted. The options become vested to the extent of 50% one year
from the date of grant and fully on the second anniversary of the date of grant.

In December 2001, we issued to accredited investors for a net consideration of
$462,000, at the rate of $0.70 per common share, 660,000 shares of common stock,
including 440,000 shares resulting from the conversion of 440 shares of Series C
Preferred Stock with an aggregate stated value of $308,000 at the rate of $0.70
of stated value of Series C Preferred Stock for each share of common stock.

In June 2001, we issued 16,000 shares of common stock with a fair market value
of $41,600 to New York Capital AG in connection with an agreement for
professional services to be rendered in 2001.

In April 2001, McKesson acquired 1,514,285 shares of common stock at $1.75 per
share for net proceeds of $2,650,000 and the cancellation of the stock purchase
warrant originally issued to McKesson in 1999 to purchase 819,184 shares of
common stock. No registration rights were granted to McKesson for the shares
acquired.

In April 2001, ten year options exercisable for an aggregate of 25,000 shares of
common stock were granted to employees under the 1997 Stock Option Plan. The
option exercise price of $1.75 was the fair market value of a share of the
outstanding common stock on the date the options were granted. The options
become vested to the extent of 50% one year from the date of grant and fully on
the second anniversary of the date of grant.

In March 2001, we sold 400,000 shares of common stock to an accredited investor
for $1.75 per share for net proceeds of $596,000, and in connection therewith,
in April 2001, we issued immediately exercisable two year warrants at a price of
$1.75 per share to purchase 40,000 shares of common stock to financial advisors
who assisted us in the negotiation and structuring of the sale.

In March 2001, we entered into a loan agreement with American Medical Finance,
Inc., a related party, in the amount of $400,000. Principal and interest, at
9.5% per annum on the unpaid principal, was due in March 2002. In April 2001, we
repaid the full amount of the note along with accrued interest thereon.

In January 2001, we granted employees options to purchase an aggregate of
385,500 shares of common stock under the 1997 Stock Option Plan. The options
were issued at a price of $1.25 per share, the market price on the date of
grant, expire on the tenth anniversary of the grant, and vest on the first
anniversary of the grant.

Except as otherwise indicated, in each of the security issuances referenced
above, we provided certain rights to register resale of the shares at our
expense under the Securities Act of 1933 (the "Act"); no sales of securities
involved the use of an underwriter and no commissions were paid in connection
with the sale of any securities and the proceeds were used for general corporate
purposes. The certificates evidencing the common stock issued in each of the
transactions referenced above were appropriately legended.

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The offer and sale of the securities in each of the foregoing transactions were
exempt from registration under the Act by virtue of Section 4(2) thereof and the
rules promulgated thereunder. Each of the offerees and investors in such private
placements provided representations to us that they were each "accredited
investors," as defined in Rule 501 under the Act, and some were existing
stockholders at the time of such transaction. Each investor was afforded the
right to conduct a complete due diligence review of us and the opportunity to
ask questions of, and receive answers from, our management.

We believe that our available cash resources, together with anticipated revenues
from operations and the proceeds of recently completed financing activities and
funding commitments will not be sufficient to satisfy our capital requirements
through December 31, 2002. Necessary additional capital may not be available on
a timely basis or on acceptable terms, if at all. In any of these events, we may
be unable to implement current plans for expansion or to repay debt obligations
as they become due. If sufficient capital cannot be obtained, we may be forced
to significantly reduce operating expenses to a point which would be detrimental
to business operations, curtail research and development activities, sell
certain business assets or discontinue some or all of our business operations,
take other actions which could be detrimental to business prospects and result
in charges which could be material to our operations and financial position, or
cease operations altogether. In the event that any future financing should take
the form 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.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statement of Financial Accounting Standard No. 141
("SFAS 141") "Business Combinations" and Statement of Financial Accounting
Standard No. 142 ("SFAS 142") "Goodwill and Other Intangible Assets". SFAS 141
eliminates the pooling-of-interests method of accounting for business
combinations and SFAS 142 stipulates that goodwill and intangible assets deemed
to have indefinite lives will no longer be amortized, but must be reviewed at
least annually for impairment. Since full impairment of the Company's intangible
assets was recorded in 2000, the adoption of SFAS 142 as of January 1, 2002 had
no impact on the Company's financial position or results of operations.

In August 2001, the FASB issued Statement of Financial Accounting Standard No.
144 ("SFAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets," which addresses financial accounting and reporting for the impairment
or disposal of long-lived assets and supersedes SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
and the accounting and reporting provision of APB Opinion No. 30, "Reporting the
Result of Operations for a Disposal of a Segment of a Business." The Company has
adopted SFAS 144 as of January 1, 2002 and does not expect that the adoption
will have a significant impact on the Company's financial position or results of
operations.

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CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

Information contained or incorporated by reference in this periodic report on
Form 10-Q and in other SEC filings by the Company contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to various risks and
uncertainties that could cause actual results to vary materially from those
projected in such forward-looking statements. These risks and uncertainties are
discussed in more detail in the Company's Form 10-K which was filed with the
Securities and Exchange Commission on April 15, 2002. No assurance can be given
that future results covered by the forward-looking statements will be achieved.

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                         PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(b)  REPORTS:

         During the quarter ended March 31, 2002, the Company filed reports on
         form 8-K dated January 2, January 4, January 16 and March 13, 2002,
         containing information under item 5.

         Subsequent to the close of the quarter ended March 31, 2002, the
         Company filed a report on form 8-K dated April 15, 2002, containing
         information under item 7.

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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CLAIMSNET.COM INC.
(Registrant)

By:       /s/ Paul W. Miller
         -----------------------------
         Paul W. Miller
         President and
         Chief Executive Officer, on
         behalf of the Registrant

May 15, 2002