U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K SB
                                   (Mark One)

     [X]  ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
                                 JUNE 30, 2003.

                                       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: 000-28147

                          MORGAN CLARK MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)

                    Utah                                    87-0633496
                   -----                                    ----------
         (State or jurisdiction of incorporation        ( I.R.S. Employer
                       organization)                    Identification No.)

                481 N. Seranado Street, Orange, California 92869
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number: (714) 633-8083; Fax: 646-444-2888

        Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                $0.001 Par Value

     Check whether the issuer (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) been subject to such filing requirements for the past 90
days. Yes X   No
         ---    ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 or Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

                                       2
<PAGE>

     State issuer's revenues for the most recent fiscal year: $0.00

     The number of shares  outstanding  of the Company's  $.001 Par Value Common
Stock, as of June 30, 2003 were 1,000,000. The aggregate number of shares of the
voting stock held by non-affiliates on June 30, 2003 was 0. The Company's common
is not traded on any exchange or other trading medium.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

     As of June 30, 2003, the  Registrant  had 1,000,000  shares of common stock
issued and outstanding.

     Transitional Small Business Disclosure Format (check one):  Yes    No  X
                                                                    ---   ---

PART I.

Item 1. Description of Business.

     Morgan Clark Management,  Inc. (the "Company") was organized under the laws
of the State of Utah on June 3, 1999,  and has June 30th as its fiscal year end.
Since  inception,  the primary  activity  of the  Company  has been  directed to
organizational efforts. The Company is a new enterprise in the development stage
as defined by Statement No. 7 of the Financial  Accounting  Standards  Board and
has  not  engaged  in any  business  other  than  organizational  efforts  until
September  of 2000.  On  September  15,  2000,  the  Company  issued a statement
regarding its entering into a broker  agreement with Airway  Business  Credit to
provide equipment leasing, factoring and asset based lending for small to medium
size  companies.  The Company  launched  its website for its new  operations  on
September  18, 2000.  The Company will carry out its plan of business to provide
various lending sources for small to medium size companies.  It has no full-time
employees and owns no real property. On August 13, 2001, the Company's Form SB-2
filing  became  effective for the sale of 50,000 shares at $0.50 per share for a
total of $25,000. To date, no shares have been sold.

Item 2. Description of Property.

     From June 3, 1999 to June 30, 2003,  the Company  neither  owned nor leased
any real or personal  property.  The  director  provided  office  services at no
charge.

Item 3. Legal Proceedings.

     The Company is not a party to any material  pending legal  proceedings and,
to the best of its knowledge,  no such action by or against the company has been
threatened.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

                                       2
<PAGE>


Part II

Item 5. Market Price for Common Equity and Related Stockholder Matters.

(a) Market Information.

     The Shares  have not  previously  been traded on any  securities  exchange.
There is no common stock of the Company that is subject to  outstanding  options
or warrants to purchase,  or securities  convertible into that stock.  There are
1,000,000 common shares of the Company outstanding at June 30, 2003.

(b) Holders of Common Equity.

     As of June 30, 2003, there was one shareholder of record of the Company's
common stock.

(c) Dividends.

     The Company has not declared or paid any dividends.  The Board of Directors
presently intends to retain any earnings to finance the Company's operations and
does not expect to authorize  cash  dividends  in the  foreseeable  future.  Any
payment of cash dividends in the future will depend upon the Company's earnings,
capital requirements and other factors.

Item 6. Management's Discussion and Analysis or Plan of Operations.

     The following  discussion  should be read in conjunction with the financial
statements of the Company and notes thereto contained elsewhere in this report.

Initial Operation.

     The  Company is a new  enterprise  in the  development  stage as defined by
Statement No. 7 of the Financial  Accounting Standards Board and has not engaged
in any business other than  organizational  efforts until  September of 2000. On
September 15, 2000, the Company issued a statement regarding its entering into a
broker  agreement  with Airway  Business  Credit to provide  equipment  leasing,
factoring  and asset  based  lending  for small to medium  size  companies.  The
Company  launched its website for its new  operations on September 18, 2000. The
Company will carry out its plan of business to provide  various  lending sources
for small to medium size  companies.  It has no full-time  employees and owns no
real property.

                                       3
<PAGE>


     The Company has no present  intentions of making  significant  purchases of
equipment in the next twelve months nor does it plan to significantly change the
number of employees.

Liquidity and Capital Resources.

     For the year ended June 30, 2003,  the Company  continued as a  development
stage company. The Company continues to incur limited development  expenses,  is
deriving no revenues and has experienced an ongoing deficit in working  capital.
The  Company's  continued  existence  is  dependent  on its  ability  to  obtain
additional financing to proceed with its proposed plan of operations.

Capital Expenditures.

     No material capital  expenditures  were made during the year ended June 30,
2003.

Forward Looking Statements.

     The  foregoing  Management's  Discussion  and  Analysis  contains  "forward
looking  statements"  within the meaning of Rule 175 under the Securities Act of
1933, as amended,  and Rule 3b-6 under the  Securities  Act of 1934, as amended,
including  statements  regarding,  among other  items,  the  Company's  business
strategies,   continued  growth  in  the  Company's  markets,  projections,  and
anticipated  trends  in the  Company's  business  and the  industry  in which it
operates.  The words "believe," "expect,"  "anticipate,"  "intends," "forecast,"
"project," and similar expressions identify  forward-looking  statements.  These
forward-looking  statements are based largely on the Company's  expectations and
are subject to a number of risks and uncertainties,  certain of which are beyond
the Company's  control.  The Company  cautions that these statements are further
qualified  by  important  factors  that  could  cause  actual  results to differ
materially  from  those in the  forward  looking  statements,  including,  among
others,  the following:  reduced or lack of increase in demand for the Company's
products,  competitive  pricing  pressures,  changes  in  the  market  price  of
ingredients used in the Company's products and the level of expenses incurred in
the Company's operations.  In light of these risks and uncertainties,  there can
be no assurance that the  forward-looking  information  contained herein will in
fact  transpire or prove to be  accurate.  The Company  disclaims  any intent or
obligation to update "forward looking statements".

                                       4
<PAGE>


Item 7. Financial Statements.

INDEPENDENT AUDITORS' REPORT

Board of Directors
Morgan Clark Management, Inc.

I have audited the accompanying  balance sheet of Morgan Clark Management,  Inc.
(a development stage company),  as of June 30, 2003, and the related  statements
of operations, stockholders' equity and cash flows for the period from inception
(June  3,  1999)  to  June  30,  2003.   These  financial   statements  are  the
responsibility of the company's  management.  My responsibility is to express an
opinion  on these  financial  statements  based on my audit in  accordance  with
standards established by the American Institute of Certified Public Accountants.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Morgan Clark Management, Inc. as of
June 30,  2003 and the  results  of its  operations  and its cash  flows for the
period  from  inception  (June  3,  1999) to June 30,  2003 in  conformity  with
generally accepted accounting principles.

Banker & Co.
/s/Jitendra Shantikumar Banker
------------------------------
Jitendra Shantikumar Banker, C.P.A.
(License No. 01696129)
Certified Public Accountant
Costa Mesa, California
May 21, 2004

                                       5
<PAGE>

                          MORGAN CLARK MANAGEMENT, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                            Year Ended June 30, 2003

                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2003
                                   (unaudited)



                                        June 30, 2003      June 30, 2002
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents                                  $ 0                $ 0
OTHER ASSETS:
Organizational costs (net
of amortization)
TOTAL
ASSETS                                       $ 0                $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes
payable
Accounts payable- related party             $3,074             $3,074

TOTAL LIABILITIES                           $3,074             $3,074

STOCKHOLDERS' EQUITY

Common stock, $.001 par
value;100,000,000 shares
authorized;1,000,000 shares issued
and outstanding at June 30, 2003            $1,000
outstanding at June 30, 2002                                   $1,000

Stock Subscription Receivable                 (900)              (900)
Additional Paid in Capital
Deficit accumulated
during the development
stage                                       (3,174)            (3,174)
                                            -------            -------
Total stockholders'
equity                                     $(3,074)           $(3,074)

TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY                                       $ 0                $ 0


The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>


                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                  June 30, 2003
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                           From Inception
                                                                            June 3, 1999
                                                Year Ended                         to
                                          6/30/2003       6/30/2002          6/30/2003
                                          --------------------------         ---------
<S>                                     <C>             <C>                 <C>

INCOME:
Revenue                                    $     0         $     0             $    0
TOTAL INCOME                               $     0         $     0             $    0

EXPENSES:
General, and Administrative                $     0         $     0             $  3,174
Amortization
Total Expenses                             $    0          $     0             $  3,174
Net Profit/Loss(-) From Operations         $    0          $     0             $ (3,174)
Interest Income                            $    0          $     0             $    0
INCOME (LOSS) BEFORE INCOME TAXES          $    0          $     0             $ (3,174)
Provision for income tax                   $    0          $     0             $    0
NET INCOME (LOSS)                          $    0          $     0             $ (3,174)
NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED
                                           $   (.00)       $   (.00)           $  (.00)
AVERAGE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING
                                           1,000,000       1,000,000        1,000,000
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>

                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the Period from June 3, 1999 (Inception) to June 30, 2003
                                   (unaudited)

<TABLE>
<CAPTION>

                                            Common Shares   Stock Amount  Additional   Stock             (Deficit)
                                                                          paid-in      Subscription      Accumulated During
                                                                          capital      Receivable        Development Stage
<S>                                        <C>             <C>          <C>            <C>              <C>

Issued for                                  1,000,000       $1,000        $0
Cash and organizational costs
June 3, 1999

Stock Subscription Receivable                                                          $(900)

Net Income June 3, 1999 (inception) to                                                                   $  (200)
June 30, 1999

Balance June 30, 1999                       1,000,000       $1000         $0           $(900)            $  (200)
                                            =========       =====         ==           ======            ========
Net Income (Loss) from July 1, 1999                                                                      $(2,874)
To June 30, 2000

Balance June 30, 2000                       1,000,000       $1,000        $0           $(900)            $(3,074)
                                            ---------       ------        --           ------            --------
Net Income (Loss) from July 1, 2000                                                                      $(  100)
To June 30, 2001

Balance June 30, 2001                       1,000,000       $1,000        $0           $(900)            $(3,174)
                                            ---------       ------        --           ------            --------
Net Income (Loss) from July 1, 2001                                                                      $      0
To June 30, 2002

Balance June 30, 2002                       1,000,000       $1,000        $0           $(900)            $(3,174)
                                            ---------       ------        --           ------            --------

Net Income (Loss) from July 1, 2002                                                                      $      0
To June 30, 2003

Balance June 30, 2003                       1,000,000       $1,000        $0           $(900)            $(3,174)
                                            ---------       ------        --           ------            --------
</TABLE>

See accompanying notes to financial statements & audit report

                                       8
<PAGE>


                          Morgan Clark Management, Inc.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                                  June 30, 2003
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                 Period from
                                                                                 Inception
                                                        Year Ended                 (6/3/99)
                                                        ----------                 through
                                                 6/30/2003       6/30/2002        6/30/2003
                                                 ---------      ----------        ---------
<S>                                             <C>              <C>            <C>

Cash Flows from Operating Activities:
Net Income (Loss)                                  $ 0            $    0          $ (3,174)
Changes in Operating Assets & Liabilities:
   Increase (decrease) in accounts payable         $ 0             $ 0             $ 3,074
                                                   ---             ---             -------
Net Cash (Used) by Operating Activities            $ 0             $ 0             $ (100 )
                                                   ===             ===             ========
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs
Corp. Promissory Note


CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash                  $ 0             $ 0              $ 100

Net Increase in Cash                               $ 0             $ 0               $ 0

Cash, Beginning of Period                          $ 0             $ 0               $ 0
                                                   ---             ---               ---

Cash, End of Period                                $ 0             $ 0               $ 0
                                                   ---             ---               ---

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>

                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               Dated June 30, 2003

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.

Morgan Clark Management, Inc. was incorporated on June 3, 1999 under the laws of
the State of Utah. Morgan Clark Management,  Inc. was organized to engage in any
lawful activity. Morgan Clark Management,  Inc. currently has no operations and,
in  accordance  with SFAS #7, is  considered a  development  stage  company.  On
September 15, 2000, the Company issued a statement regarding its entering into a
broker  agreement  with Airway  Business  Credit to provide  equipment  leasing,
factoring  and asset  based  lending  for small to medium  size  companies.  The
Company launched its website (www.morganclarkleasing.com) for its new operations
on  September  18,  2000.  The  Company  will carry out its plan of  business to
provide various  lending  sources for small to medium size companies.  It has no
full-time employees and owns no real property. On August 13, 2001, the Company's
Form SB-2 filing  became  effective  for the sale of 50,000  shares at $0.50 per
share for a total of $25,000. To date, no shares have been sold.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Accounting Method.
-----------------

Morgan Clark Management, Inc. records income and expenses on the accrual method.

Estimates.
---------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Organizational Costs.
--------------------

Organizational costs are stated at cost and have been expensed as incurred.

Income Taxes.
------------

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance  with  Statement of Financial  Accounting  Standards  No. 109,  (SFAS
#109),  "Accounting  for Income  Taxes".  A deferred  tax asset or  liability is
recorded for all  temporary  difference  between  financial  and tax  reporting.
Deferred tax expense  (benefit)  results from the net change  during the year of
deferred tax assets and liabilities.

Loss Per Share.
--------------

Net loss per  share is  provided  in  accordance  with  Statement  of  Financial
Accounting Standards No. 128, (SFAS #128),  "Earnings Per Share". Basic loss per
share is computed by dividing  losses  available to common  stockholders  by the
weighted average number of common shares outstanding during the period.  Diluted
loss per share  reflects per share  amounts that would have resulted if dilative
common stock  equivalents  had been  converted to common  stock.  As of June 30,
2003,  Morgan Clark  Management,  Inc. had no dilutive common stock  equivalents
such as stock options.

                                       10
<PAGE>


NOTE 3- INCOME TAXES.

There is no  provision  for  income  taxes  for the  period  ended  June 3, 1999
(inception) to June 30, 2003 due to the zero net income.

NOTE 4- SHAREHOLDERS' EQUITY.

Common Stock.
------------

The  authorized  common  stock of Morgan  Clark  Management,  Inc.  consists  of
100,000,000 shares with a par value of $0.001 per share.

Preferred Stock.
---------------

The authorized  Preferred  Stock of Morgan Clark  Management,  Inc.  consists of
40,000,000 shares with a par value of $0.001 per share.

NOTE 5(Y)RELATED PARTY TRANSACTIONS.

Morgan  Clark  Management,  Inc.  neither  owns nor leases any real or  personal
property.  Office  services are provided  without charge by the sole director of
this  company.  Such  costs  are  immaterial  to the  financial  statements  and
accordingly have not been reflected  therein.  The sole director of Morgan Clark
Management,  Inc.  is  involved  in other  business  activities  and may, in the
future, become involved in other business opportunities.  If a specific business
opportunity  becomes  available,  such person may face a conflict  in  selecting
between Morgan Clark Management,  Inc. and the other business interests.  Morgan
Clark  Management,  Inc. has not  formulated a policy for the resolution of such
conflicts.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

          None

                                       11
<PAGE>


Part III.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers of the Company.

     The  following  table  sets forth the names and ages of all  directors  and
executive  officers of the Company and all persons nominated or chosen to become
a director,  indicating  all positions and offices with the Company held by each
such person and the period during which he has served as a director:

     The  principal  executive  officers  and  directors  of the  Company are as
follows:


Name                       Position                Term(s) of Office
------------------------------------------------------------------------

Rita Thomas                Director, Pres.         April 18, 2003 to the present

Business Experience.

     The following is a brief account of the business  experience  during at the
least the last five years of the director and executive officer,  indicating his
principal  occupation  and  employment  during  that  period,  and the names and
principal  businesses  of  the  organizations  in  which  such  occupations  and
employment were carried out.

     Rita Thomas is president of Thomas & Associates,  a paralegal  service firm
in Orange,  California.  From 1990 to present  Ms.  Thomas  has  provided  legal
support  services  including  document and  information  research,  teaching and
litigation staff support for various legal firms. From 1985 to April,  1990, Ms.
Thomas  owned and  operated  Select  Care  Products,  Inc.,  a company  offering
individual distributorship programs for pet care products. Ms. Thomas has been a
financial  consultant and an  independent  Life and Health  Insurance  Agent and
Broker between 1986 and present. Between 1961 and 1989, Ms. Thomas has taught in
public school and private school from kindergarten  through  university level in
Louisiana,  Virginia, Texas, Pennsylvania,  Colorado, and California. Ms. Thomas
was Director of Paralegal Studies, Orange Coast College, California from 1989 to
1991 where she was involved in administration of student and teacher  activities
and  counseling  of legal  studies and teaching in legal and  computer  classes.
Between 1965 and 1967, Ms. Thomas  received her degrees in BA Education and MEd.
from McNeese State University, Lake Charles, Louisiana where she was Director of
Childcare  Center.  Ms. Thomas is the President and Director of Regency  Capital
West,  Inc., Mill Creek Research,  Inc. and OTC Dreamwerks,  Inc., all reporting
public  companies.  Ms. Thomas received her juris doctorate  degree in 1985 from
Western State University, Fullerton, California.

                                       12
<PAGE>


Section 16(a) Compliance.

         During the year ended June 30, 2003, the following persons were
officers, directors and more than ten-percent shareholders of the Company's
common stock:

Name                       Position                           Filed Reports

Rita Thomas                CEO, Director, CFO                 Yes
Stevens & Lee
Inv. Co., Inc.             Shareholder                        Yes

Item 10.  Executive Compensation.

     No officer or director of the Company presently  receives any remuneration.
There is no annuity, profit sharing,  pension or retirement benefits proposed to
be paid to  officers,  directors,  or  employees  of the Company in the event of
retirement  at normal  retirement  date as there is no existing plan provided or
contributed  to by the Company.  No stock options are proposed to be paid in the
future directly or indirectly by the Company to any officer or director as there
is no such plan which presently exists.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of shares of the  Company's  common  stock as of June 30, 2003 by all
stockholders  known to each company to be  beneficial  owners of more than 5% of
the outstanding  common stock; each director;  and all officers and directors of
the Company as a group (each person has sole voting  power and sole  dispositive
power as to all of the shares shown as beneficially owned by them):
<TABLE>
<CAPTION>

                                                                                       Percentage %
Title of Class         Name and Address of                    Amount of
                       Beneficial Owner                    Beneficial Ownership
---------------------- ----------------------------- --------------------------------- ---------------
<S>                      <C>                             <C>                            <C>

Common                 Stevens & Lee Inv. Co
 Stock                 481 N. Seranado
                       Orange, CA 92869                       1,000,000                 100.00%
---------------------- ----------------------------- --------------------------------- ---------------

Common                 Shares of all directors and
Stock                  executive officers as a                1,000,000                 100.00%
                       group (1 person)
---------------------- ----------------------------- --------------------------------- ---------------

</TABLE>

                                       13
<PAGE>


Item 12. Certain Relationships and Related Transactions.

     In June, 1999, the Company issued 1,000,000 of its common stock to its sole
Director and  President,  Mr. van den Brink,  for $1000.  On April 18, 2003, Mr.
Vincent van den Brink sold his 1,000,000 shares,  representing 100% of the total
outstanding  shares of the corporation to Stevens & Lee Investment Co., Inc. Ms.
Rita  Thomas  was  appointed  as  Director,   President  and  Secretary  of  the
corporation and Mr. van den Brink resigned.

Item 13.  Exhibits and Reports on Form 8-K.

     (1) Reports filed on Form 8-K.

     On May 2, 2003, the Company filed a Form 8-K. It reported that on April 18,
2003, Mr. Vincent van den Brink sold his 1,000,000 shares,  representing 100% of
the total outstanding shares of the corporation to Stevens & Lee Investment Co.,
Inc. Ms. Rita Thomas was  appointed as Director,  President and Secretary of the
corporation and Mr. van den Brink resigned.

     (2) Exhibits

         None

Signatures:
                        CERTIFICATION PURSUANT TO
              SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Annual Report of Morgan Clark Management, Inc.
(the "Registrant") on Form 10-KSB for the period ending June 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Rita Thomas, Chairman of the Board of Directors, President, and Chief
Executive Officer of the Registrant, certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:

     1. I have reviewed this annual report on Form 10-KSB of the Registrant;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and oth er financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

                                       14
<PAGE>


     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Registrant and I have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  Registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  me by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the Registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the Evaluation Date); and c) presented in this annual report
     our  conclusions  about the  effectiveness  of the disclosure  controls and
     procedures based on our evaluation as of the Evaluation Date;

     5.  I  have  disclosed,  based  on  our  most  recent  evaluation,  to  the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

     6. I have  indicated  in this  annual  report  whether  or not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the date of our most recent

                                       15
<PAGE>

evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

May 21, 2004                                MORGAN CLARK MANAGEMENT, INC.
                                            By:/s/ Ruta Thomas
                                            Rita Thomas, President

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection  with the Annual Report of Morgan Clark  Management Co., Inc.
(the  "Registrant") on Form 10-KSB for the annual period ending June 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Rita Thomas,  Chief Executive Officer and Chief Financial Officer
of the Registrant, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     1.   the report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Exchange Act; and

     2. the information contained in the report fairly presents, in all material
     respects,  the financial condition and results of operations of the issuer;
     and

     3. A signed original of this written statement  required by Section 906 has
     been provided to the  Registrant and will be retained by the Registrant and
     furnished  to the  Securities  and  Exchange  Commission  or its staff upon
     request.

Pursuant  to the  requirements  of  Section  13(a) or  15(d)  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.

                                 Morgan Clark Management Co., Inc. (Registrant)
Dated: May 21, 2004              By:/s/ Rita Thomas
                                 ------------------
                                 Rita Thomas
                                 Chief Executive Officer, and
                                 Chief Financial Officer