<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                FORM 10-Q/A No. 1

(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, 2001

                                       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 ---------


                               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 executive offices)                     (Zip Code)

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,
10,481,514 shares outstanding as of October 2, 2001.


                                       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,
               2001 and December 31, 2000

               Condensed Consolidated Statements of Operations (unaudited)
               for the Three Months Ended March 31, 2001 and 2000

               Condensed Consolidated Statements of Changes in Stockholders'
               Equity (unaudited) for the Years Ended December 31, 1999 and
               2000 and the Three Months Ended March 31, 2001

               Condensed Consolidated Statements of Cash Flows (unaudited) for
               the Three Months Ended March 31, 2001 and 2000

               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

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


<TABLE>
<CAPTION>


                                                           March 31,     December 31,
                                                             2001          2000(1)
                                                           ---------     -----------
<S>                                                      <C>          <C>
ASSETS
CURRENT ASSETS:
   Cash                                                    $  1,030      $  1,132
   Accounts receivable, net of allowance for
     doubtful accounts of $29 and $29, respectively             306           307
   Prepaid expenses and other current assets                    302           123
                                                           --------      --------
       Total current assets                                   1,638         1,562
EQUIPMENT, FIXTURES AND SOFTWARE
Computer hardware and software                                1,798         1,875
Software development costs                                    1,923         2,351
Furniture and fixtures                                          125           125
Office equipment                                                 25            25
                                                           --------      --------
                                                              3,871         4,376
Accumulated depreciation and amortization                    (2,871)       (2,862)
                                                           --------      --------
        Total equipment, fixtures and software                1,000         1,514
                                                           --------      --------
TOTAL                                                      $  2,638      $  3,076
                                                           ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                        $    403      $    434
   Accrued severance                                            211           363
   Accrued acquisition costs                                    500           500
   Accrued payroll and other current liabilities                285           388
   Deferred revenue                                              25         1,225
   Notes payable - affiliate                                    400             -
                                                           --------      --------
       Total current liabilities                              1,824         2,910
                                                           --------      --------
STOCKHOLDERS' EQUITY:
   Preferred stock, $.001 par value; 4,000,000 shares
     authorized, no shares issued and outstanding
   Common stock, $.001 par value; 40,000,000 shares
     authorized; 9,595,000 and 9,195,000 shares issued
     as of March 31, 2001 and December 31, 2000                   9             9
   Additional capital                                        37,450        36,820
   Deferred sales discount                                        -        (1,334)
   Accumulated deficit                                      (35,619)      (34,303)
   Treasury stock, at cost - 644,000 shares as of
     March 31, 2001 and December 31, 2000                    (1,026)       (1,026)
                                                           --------      --------
       Total stockholders' equity                               814           166
                                                           --------      --------
TOTAL                                                      $  2,638      $  3,076
                                                           ========      ========

</TABLE>


(1) The condensed consolidated balance sheet as of December 31, 2000 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)



<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                            March 31,
                                                  ---------------------------
                                                     2001            2000
                                                  ----------      ----------
<S>                                            <C>              <C>
REVENUES                                           $   532         $   280

COST OF REVENUES                                       910             827
                                                   -------         -------
GROSS PROFIT (LOSS)                                   (378)           (547)
                                                   -------         -------
OPERATING EXPENSES:
   Research and development                            182             230
   Selling, general & administrative                   757           1,258
                                                   -------         -------

       Total operating expenses                        939           1,488
                                                   -------         -------

LOSS FROM OPERATIONS                                (1,317)         (2,035)

OTHER INCOME (EXPENSE)
   Interest expense                                     (2)              -
   Interest expense - affiliate                         (2)              -
   Interest income                                       5             101
                                                   -------         -------
       Total Other Income (Expense)                      1             101
                                                   -------         -------

NET LOSS                                           $(1,316)        $(1,934)
                                                   -------         -------

BASIC AND DILUTED NET LOSS PER COMMON SHARE        $ (0.15)        $ (0.29)
                                                   =======         =======

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED                      8,640           6,625
                                                   =======         =======
</TABLE>



            See notes to condensed consolidated financial statements.


                                       4
<PAGE>


                        CLAIMSNET.COM INC. AND SUBSIDIARY
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
       Year Ended December 31, 2000 and Three Months Ended March 31, 2001
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                                                                         Total
                                        Number                               Deferred                                 Stockholders'
                                       of Shares    Common      Additional     Sales     Accumulated     Treasury        Equity
                                      Outstanding    Stock       Capital     Discount      Deficit        Stock         (Deficit)
                                      -----------   ------      ---------    --------    -----------    -----------   ------------
<S>                                <C>            <C>          <C>          <C>         <C>           <C>             <C>
Balances at December 31, 1998            3,625     $     4      $  3,882     $   --     $   (7,750)    $       --      $ (3,864)

Issuance of common stock with
 Series A 12% Subordinated Notes           125         --            850         --           --               --           850

Non-employee stock option grants          --           --            155         --           --               --           155

Issuance of common stock warrants         --           --            121         --           --               --           121

Sale of common stock in initial
 public offering                         2,875           3        19,512         --           --               --        19,515

Issuance of warrants in connection
 with development agreement               --           --          1,700       (1,700)        --               --          --

Amortization of deferred
  sales discount                          --           --           --             52         --               --            52

Net loss                                  --           --           --           --         (8,858)            --        (8,858)
                                        ------     --------     --------     --------     --------     ------------    --------
Balances at December 31, 1999            6,625           7        26,220       (1,648)     (16,608)            --         7,971
                                        ------     --------     --------     --------     --------     ------------    --------
Sale of common stock                     1,370           1         4,226         --           --               --         4,227

Issuance of common stock for
 asset purchase                          1,200           1         6,374         --           --               --         6,375

Return to treasury of stock
 issued for asset purchase                (888)        --           --           --           --           (1,415)       (1,415)

Issuance from treasury of
 common stock for settlement
 of acquired obligation                    244         --           --           --           --              389           389

Amortization of deferred
 sales discount                           --           --           --            314         --               --           314

Net loss                                  --           --           --           --        (17,695)            --       (17,695)
                                        ------     --------     --------     --------     --------     ------------    --------
Balances at December 31, 2000            8,551           9        36,820       (1,334)     (34,303)        (1,026)          166
                                        ------     --------     --------     --------     --------     ------------    --------
Sale of common stock                       400        --             630         --           --               --           630

Amortization of deferred
 sales discount                           --          --            --             79         --               --            79

Write down of unamortized
 deferred sales discount                  --          --            --          1,255         --               --         1,255

Net loss                                  --          --            --           --         (1,316)            --        (1,316)
                                        ------     --------     --------     --------     --------     ------------    --------
Balances at March 31, 2001               8,951     $     9      $ 37,450     $   --       $(35,619)    $   (1,026)     $    814
                                        ======     =======      ========     ========     ========     ============    ========

</TABLE>

            See notes to condensed consolidated financial statements.


                                       5
<PAGE>


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


<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                               March 31,
                                                          2001           2000
                                                       ----------    -----------
<S>                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                $(1,316)      $(1,934)
   Adjustments to reconcile net loss to net cash
   used by operating activities:
     Depreciation and amortization                             170           300
     Provision for doubtful accounts                          --              22
     Amortization of deferred sales discount                    79            78
     Write down of net deferred charges on
       McKesson contract                                       356          --
     Loss on sale of assets                                     16          --
     Changes in operating assets and liabilities:
       Accounts receivable                                       1          (271)
       Prepaid expenses and other current assets                21            81
       Current liabilities                                    (470)         (442)
                                                           -------       -------
   Net cash used in operating activities                    (1,143)       (2,166)
                                                           -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Sales of marketable securities                             --           1,968
   Advance payment on acquisition                             --          (2,000)
   Purchases of property and equipment                        --            (195)
   Proceeds from sale of assets                                 11          --
                                                           -------       -------
   Net cash provided by(used in) investing activities           11          (227)
                                                           -------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in note payable to affiliate                       400          --
   Proceeds from issuance of common stock                      630          --
                                                           -------       -------
   Net cash provided by financing activities                 1,030          --
                                                           -------       -------
NET DECREASE IN CASH                                          (102)       (2,393)
CASH, BEGINNING OF PERIOD                                    1,132         3,021
                                                           -------       -------
CASH, END OF PERIOD                                        $ 1,030       $   628
                                                           =======       =======

</TABLE>


                                       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, 2001 and the results of its operations and cash
      flows for the three months ended March 31, 2001 and 2000, 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, 2001 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, 2000, as filed with the
      Securities and Exchange Commission on April 16, 2001.


2.    TRANSACTIONS WITH MCKESSON HBOC, INC.

      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 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


                                       7
<PAGE>

      $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.


                                       8
<PAGE>




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

RESULTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE
MONTHS ENDED MARCH 31, 2000

REVENUES

Revenues in the three months ended March 31, 2001 were $532,000 compared to
$280,000 in the three months ended March 31, 2000, representing an increase of
90%. Revenues of $289,000 during 2001 are related to recognition of license fees
and support revenues from the McKesson/HBOC Development and Services Agreement
and revenues of $243,000 are related to the Company's Internet-based clients.
Revenues for the three months ended March 31, 2001 from recurring revenue
sources represented 37% of total revenues. Recurring revenues for the three
months were comprised of $147,000 from transaction-based fees and $50,000 from
subscription fees. Revenues from non-recurring sources totaled $46,000 and were
related to, support, and other fees.

The Company processed 1,434,000 transactions during the three months ended March
31, 2001, compared with 1,254,000 transactions in the year-earlier quarter, an
increase of 14%. The increase was attributable to internal growth in the number
of accounts and healthcare providers subscribing to the Company's services.
Additionally, 93% of all transactions were for physician and dental claim
submission services and 7% were for patient statement processing services. The
Company had 416 accounts processing transactions for 3,612 providers at March
31, 2001 compared with 401 accounts and 3,178 providers at March 31, 2000,
representing increases of 4% and 14%, respectively.

Transaction-based revenue averaged $0.10 per transaction for the three months
ended March 31, 2001 as compared with $0.08 per transaction for the three months
ended March 31, 2000. The Company expects the average revenue per transaction to
increase in future quarters for several reasons. Revenue per transaction for the
702,000 commercial electronic claims averaged $0.03 during the period and will
increase due to additional payer rebate contracts with volume-based pricing
structures. Revenue per transaction for the 542,000 Medicare and Medicaid claims
averaged $0.07 during the current quarter compared to 420,000 Medicare and
Medicaid claims which averaged $0.06 in the quarter ended March 31, 2000.
Average revenue per transaction for the 85,000 paper claims was $0.49 during the
quarter ended March 31, 2001 compared to 116,000 paper claims which averaged
$0.45 during the quarter ended March 31, 2000. The Company processed 105,000
patient statements during the current quarter compared to 42,000 in the same
year earlier period.

COST OF REVENUES

Cost of revenues in the three months ended March 31, 2001 was $910,000, compared
with $827,000 in the three months ended March 31, 2000, representing an increase
of 10%. The four components of cost of revenues are data center expenses,
transaction processing expenses, customer support operation expenses and
software amortization. Data center expenses remained constant at $92,000 for the
three months ended March 31, 2001 compared with $93,000 for the same period in
2000. Transaction processing expenses were $113,000 in 2001 compared to $76,000
in the first quarter of 2000, representing a 49% increase. These two
transaction-based expense categories combined increased 21% primarily due to an
increase of 14% in the total number of transactions processed and an increase of
150% in patient statement transactions, which carry the highest per transaction
cost. Customer support operations expense decreased by 29% to $299,000 in the
first quarter of 2001 from $421,000 in the first quarter of 2000, while the
number of accounts and providers served at the end of each quarter increased 4%
and 14%, respectively. This decrease was attributable to a cost conservation
strategy implemented at the beginning of the year, which significantly reduced
operating expenses in all areas. Software amortization and development project
amortization expenses decreased 62% to $90,000 in the current quarter from
$237,000 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 current quarter.



                                       9
<PAGE>


OPERATING EXPENSES

Research and development expenses were $182,000 in the three months ended March
31, 2001, compared with $230,000 in the three months ended March 31, 2000,
representing a decrease of 26%. Research and development expenses are comprised
of personnel costs and related expenses. There were no software development
expenses capitalized during either of the periods. Development efforts during
the first quarter were primarily focused on continuous incremental enhancements
to the Company's proprietary software system while the year-earlier efforts were
related to the McKesson project.

Selling, general and administrative expenses were $757,000 in the three months
ended March 31, 2001, compared with $1,258,000 in the same period of 2000, a
decrease of 40%. The $501,000 period-to-period decrease includes a $541,000
decrease in sales and marketing, technology infrastructure and other
administrative expenses due to decreases in personnel costs, office rent,
telephone expenses, and outside professional fees as part of the Company's cost
conservation strategy implemented at the start of the year. A one-time charge of
$40,000 was recorded in the current quarter for unamortized deferred sales
discount costs net of deferred revenue associated with the McKesson contract,
which was renegotiated April 12, 2001.

OTHER INCOME (EXPENSE)

Interest income from investment of excess cash decreased to $5,000 in the
quarter ended March 31, 2001 from $101,000 in the quarter ended March 31, 2000
due to diminished levels of cash available for investment between the periods.
Interest expense of $4,000 was incurred in the current quarter on financing fees
and affiliate debt. No interest expense was incurred in the quarter ended March
31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities of $1,143,000 in 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 operating activities of $2,166,000 for
the three months ended March 31, 2000 was primarily related to net operating
losses of $1,934,000 and changes in working capital of $632,000, less
depreciation of $378,000. The decrease between the periods was directly related
to the cost conservation strategy implemented at the first of the year, which
reduced salaries, consulting, rent, telephone and other operating expenses.

Net cash provided in the current period by investing activities was $11,000.
Cash was provided in the current quarter from the sale of assets which had a net
book value of $27,000 and generated a loss of $16,000. Net cash used in
investing activities was $227,000 in the three months ended March 31, 2000.

In March 2001, the Company 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, are due in March 2002.

In March 2001, the Company completed the private placement of 400,000 shares of
common stock issued to an accredited investor at $1.75 per share for net
proceeds of $630,000.

In January 2001, the Company 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.

In August 2000, the Company completed the private placement of 270,000 shares of
common stock at $3.50 per share for net proceeds of $927,000 to various
accredited investors. In connection with the financing, the Company also issued
warrants to purchase 270,000 shares of common stock at a price of $4.60 for a
period of one year and warrants to purchase 270,000 shares of common stock at a
price of $5.60 for a period of two years.

In June 2000, the Company completed a private placement of 1,000,000 shares of
common stock to an accredited investor at $3.00 per share for net proceeds of
$2,982,000.


                                       10
<PAGE>


In May 2000, the Company completed a private financing in the amount of $300,000
with the sale of 100,000 shares of common stock to American Medical Finance,
Inc., a related party and the owner of record of 381,603 shares of common stock
prior to the transaction. Bo W. Lycke, the Chairman of the Board, President and
Chief Executive Officer of the Company, Robert H. Brown, Jr., a Director of the
Company, and Ward L. Bensen, a Director of the Company, control 71.1%, 17.7%,
and 11.2%, respectively, of the outstanding common stock of American Medical
Finance, Inc.

In April 2000, the Company issued 1,200,000 shares valued at $6,376,000 to
acquire certain assets from VHx Company. In December 2000, pursuant to
provisions of the asset purchase agreement, the Company withdrew from escrow and
returned to its treasury 888,000 shares at a value of $1,415,000, and issued
244,000 shares valued at $389,000 from treasury stock to John Deere Health, a
major creditor, in satisfaction of debt owed by VHx Company.

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. Except as indicated, no sales of
securities involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities. Except as otherwise indicated, the
proceeds from each of the private placements referenced above was used for
general corporate purposes. The certificates evidencing the common stock issued
in each of the transactions referenced above were appropriately legended.

The offer and sale of the securities in each of the private placements
referenced above was exempt by virtue of Section 4(2) of the Securities Act of
1933 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 Securities Act of 1933,
as well as highly sophisticated investors, and (ii) some of the investors in the
2000 private placements were existing stockholders of us at the time of such
transaction. Each investor in such private placements, whether a new investor or
existing investor, was afforded the right to conduct a complete due diligence
review of us if they so desired, and was offered the opportunity to ask
questions of, and receive answers from Claimsnet.com.

On May 4, 2001 the Company filed a registration statement on form S-3 to
register 3,076,229 previously unregistered outstanding shares of its common
stock. On July 2, 2001 the Company filed an amended S-3 by which it increased
the number of shares being registered to 3,092,229.

The Company believes that its available cash resources, together with
anticipated revenues from operations and the proceeds of recently completed
financing activities, will be sufficient to satisfy its capital requirements
through December 31, 2001. This belief is based on the existence of net working
capital of $314,000 at March 31, 2001, excluding a $500,000 disputed accrued
liability which is not expected to require a cash settlement in 2001; plus net
cash proceeds of $2,850,000 received from transactions described above, less
(i)$3,009,000 of net cash operating losses for the nine months from April 1
through December 31, 2001 and (ii)$90,000 for capital expenditures. The
projected net cash operating losses for the nine months from April 1, 2001
through December 31, 2001 are based upon annualized actual results for January
through March 2001, and a further loss of $477,000 for the effect of the
restructured agreement with McKesson. Some of these assumptions may prove to be
incorrect. As a result, financial resources may not be sufficient to satisfy the
Company's capital requirements for this period. The Company is currently seeking
additional funding. Management cannot predict whether this additional financing
will be in the form of equity or debt, or be in another form. 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
current plans can not be implemented, 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 our business operations, or take other
actions which could be detrimental to business prospects and result in charges
which could be material to its operations and financial position. In the event
that any future financing should take the form of equity securities, the holders
of the common stock may experience additional dilution.

NET TANGIBLE ASSETS



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<PAGE>

The Company's net tangible assets as of March 31, 2001 were $814,000. The
Company's net tangible assets are $3,464,000 on a proforma basis, after giving
effect to the $2,650,000 stock sale to McKesson which was consummated on April
12, 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Standard No. 133
"Accounting for Derivative Instruments and Hedging Activities". SFAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. SFAS 133
is effective for all fiscal quarters of all fiscal years beginning after June
15, 2000. Claimsnet's adoption of SFAS 133 effective January 1, 2001 had no
material impact on its financial position or results of operations.








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<PAGE>


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 16, 2001. No assurance can be given
that future results covered by the forward-looking statements will be achieved.






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<PAGE>




                           PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(b)     REPORTS:


        During the quarter ended March 31, 2001, the Company filed reports on
        form 8-K dated January 5, 2001 and March 20, 2001, containing
        information under item 7.

        Subsequent to the close of the quarter ended March 31, 2001, the Company
        filed reports on form 8-K dated April 5, 2001 and April 19, 2001,
        containing information under item 5.










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<PAGE>




                                   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/ Bo W. Lycke
         -----------------------------
         Bo W. Lycke
         President and
         Chief Executive Officer, on
         behalf of the Registrant


By:       /s/ Paul W. Miller
         -----------------------------
         Paul W. Miller
         Chief Financial Officer






October 2, 2001






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