UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 22, 2004
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(Date of Report or Date of earliest event reported)
Claimsnet.com inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2649230
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
001-14665
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(Commission
File Number)
14860 Montfort Dr, Suite 250, Dallas, Texas 75254
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(Address of principal executive offices)
(972) 458-1701
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On September 22, 2004, Registrant borrowed an aggregate of $50,000 from Elmira
United Corporation, a 5% shareholder, and issued a convertible promissory note.
The promissory note bears interest at the rate of 7.0% per annum. A payment
equal to the principal and accrued and unpaid interest on the note is due
September 22, 2007. At the option of the holder, at any time or from time to
time prior to the maturity date, all or any portion of the outstanding principal
and interest may be converted into a number of shares of the Registrant's Common
Stock at a conversion price of $0.40 per share.
On September 23, 2004, Registrant borrowed an aggregate of $50,000 from an
accredited investor and issued a convertible promissory note. The promissory
note bears interest at the rate of 7.0% per annum. A payment equal to the
principal and accrued and unpaid interest on the note is due September 23, 2007.
At the option of the holder, at any time or from time to time prior to the
maturity date, all or any portion of the outstanding principal and interest may
be converted into a number of shares of the Registrant's Common Stock at a
conversion price of $0.40 per share.
On October 4, 2004, Registrant borrowed an aggregate of $50,000 from an
accredited investor and issued a convertible promissory note. The promissory
note bears interest at the rate of 7.0% per annum. A payment equal to the
principal and accrued and unpaid interest on the note is due October 4, 2007. At
the option of the holder, at any time or from time to time prior to the maturity
date, all or any portion of the outstanding principal and interest may be
converted into a number of shares of the Registrant's Common Stock at a
conversion price of $0.40 per share.
On October 5, 2004, Registrant borrowed an aggregate of $100,000 from an
accredited investor and issued a convertible promissory note. The promissory
note bears interest at the rate of 7.0% per annum. A payment equal to the
principal and accrued and unpaid interest on the note is due October 5, 2007. At
the option of the holder, at any time or from time to time prior to the maturity
date, all or any portion of the outstanding principal and interest may be
converted into a number of shares of the Registrant's Common Stock at a
conversion price of $0.40 per share.
The $250,000 proceeds from the promissory notes will be used to finance the
Company's working capital requirements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) NONE.
(b) NONE.
(c) EXHIBITS.
EXHIBIT 10.1. FORM OF PROMISSORY NOTE
EXHIBIT 99.1. PRESS RELEASE
SIGNATURE
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 hereunto duly authorized.
DATED: OCTOBER 6, 2004
CLAIMSNET.COM INC.
BY: /s/ Don Crosbie
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NAME: Don Crosbie
TITLE: President and
Chief Executive Officer