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

                                  FORM 10-KSB
                                   (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, 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: 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
                     or organization)                    Identification No.)

          1001 - 17TH St., Ste. M, Costa Mesa, CA             92626
          ---------------------------------------             -----
          (Address of principal executive offices)          (Zip Code)

        Registrant's telephone number: (949) 770-2578; Fax: 603-375-6582

        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. [ ]

     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, 2002 were 1,000,000. The aggregate number of shares of the
voting stock held by non-affiliates on June 30, 2002 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, 2002, the Registrant had 1,000,000 shares of common stock
issued and outstanding.

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



<PAGE>

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 was formed as a vehicle to acquire a private
company desiring to become an SEC reporting company in order thereafter to
secure a listing on the OTC Electronic Bulletin Board.

     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, 2002, 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.

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, 2002.

(b) Holders of Common Equity.

     As of June 30, 2002, there was one shareholder of record of the Company's
common stock.



<PAGE>

(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.

     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, 2002, 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,
2002.

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".



<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, 2002, and the related statements
of operations, stockholders' equity and cash flows for the period from inception
(June 3, 1999) to June 30, 2002. 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, 2002 and the results of its operations and its cash flows for the
period from inception (June 3, 1999) to June 30, 2002 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
April 4, 2003



<PAGE>

                          MORGAN CLARK MANAGEMENT, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                            Year Ended June 30, 2002

                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2002
                                   (unaudited)


                                       June 30, 2002      June 30, 2001
                                       -------------      -------------

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                          $        3,074    $        3,074
Accounts payable- related party
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, 2002           $        1,000    $        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.



<PAGE>

                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                  June 30, 2002
                                   (unaudited)

                                                                From Inception
                                             Year Ended          June 3, 1999
                                      -----------------------          to
                                      6/30/2002     6/30/2001      6/30/2002
                                      ---------     ---------      ---------

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

EXPENSES:
General, and Administrative          $         0  $       100    $    3,174
Amortization
Total Expenses                       $         0  $       100    $    3,174
Net Profit/Loss(-) From Operations   $         0  $      (100)   $   (3,174)
Interest Income                      $         0  $         0    $        0
INCOME (LOSS) BEFORE INCOME TAXES    $         0  $      (100)   $   (3,174)
Provision for income tax             $         0  $         0    $        0
NET INCOME (LOSS)                    $         0  $      (100)   $   (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

The accompanying notes are an integral part of these financial statements





<PAGE>
<TABLE>
<CAPTION>

                                        Morgan Clark Management, Inc.
                                        (A Development Stage Company)
                                      STATEMENT OF STOCKHOLDERS' EQUITY
                        For the Period from June 3, 1999 (Inception) to June 30, 2002
                                                 (unaudited)


                                        Common     Stock      Additional    Stock         (Deficit)
                                        Shares     Amount      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)



                       See accompanying notes to financial statements & audit report
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                             STATEMENT OF CASH FLOWS
                                  June 30, 2002
                                   (unaudited)

                                                                         Period from
                                                                          Inception
                                                   Year Ended          (6/3/99) through
                                             6/30/2002     6/30/2001      6/30/2002
                                             ---------     ---------      ---------
<S>                                          <C>           <C>            <C>
Cash Flows from Operating Activities:
Net Income (Loss)                              $     0       $(100)       $ (3,174)
Changes in Operating Assets & Liabilities:
   Increase (decrease) in accounts payable     $     0       $ 100        $  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


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

</TABLE>
<PAGE>

                          Morgan Clark Management, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               Dated June 30, 2002

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,
2002, Morgan Clark Management, Inc. had no dilative common stock equivalents
such as stock options.

NOTE 3- INCOME TAXES.

There is no provision for income taxes for the period ended June 3, 1999
(inception) to June 30, 2002 due to the zero net income.



<PAGE>

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.

     (a)Effective on April 4, 2003, the independent accountant who was
previously engaged as the principal accountant to audit the Registrant's
financial statements, Kurt D. Saliger, C.P.A., resigned. This accountant's
reports on the financial statements for the past two years neither contained an
adverse opinion or a disclaimer of opinion, nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.

     During the Registrant's two most recent fiscal years and any subsequent
interim period preceding such resignation, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. In addition, there were no
"reportable events" as described in Item 304(a)(1)(iv)(b) 1 through 3 of
Regulation S-B that occurred within the Registrant's two most recent fiscal
years and the subsequent interim period preceding the former accountant's
dismissal.

     (b) Effective on April 4, 2003, the firm of Banker & Co. was engaged to
serve as the new principal accountant to audit the Registrant's financial
statements. The decision to retain the new firm was approved by the Board of
Directors. During the Registrant's two most recent fiscal years, and the
subsequent interim period prior to engaging that accountant, neither the
Registrant (nor someone on its behalf) consulted the newly engaged accountant
regarding any matter.



<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
----                       --------           -----------------

Vincent van den Brink      Director, Pres.    June 3, 1999 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.

     Vincent van den Brink, President/Secretary/Sole Director. Mr. van den
Brink, age 58, has been President, Secretary and Director of the Issuer since
June 3, 1999. Since October 1997 to present, he has been a Financial Consultant
with Airway Capital, Santa Ana, California, providing asset based lending,
factoring, equipment leasing, and export financing for various businesses. From
June 1985 until May 1997, he was a Business Consultant writing business plans
and business development plans for companies across the country. Since 1978 to
present, in addition to working for the above companies, he has been operating
an export business providing export consulting, exporting products and sourcing
products for international clients. He holds degrees in automotive engineering,
business administration, and small business management. Mr. Van den Brink is the
President of Piedmont, Inc., a public reporting trading company. He is fluent in
English, Dutch, German and Afrikaans.

Section 16(a) Compliance.

     During the year ended June 30, 2002, the following persons were officers,
directors and more than ten-percent shareholders of the Company's common stock:

Name                                Position                    Filed Reports
----                                --------                    -------------

Vincent van den Brink      CEO, Director, Shareholder, CFO         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, 2002 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):



<PAGE>
<TABLE>
<CAPTION>

---------------------- ----------------------------- --------------------------------- ---------------
Title of Class         Name and Address of                    Amount of
                       Beneficial Owner                    Beneficial Ownership         Percentage %
---------------------- ----------------------------- --------------------------------- ---------------
<S>                    <C>                           <C>                               <C>
Common Stock              Vincent van den Brink
                         1001 - 17TH St., Ste. M,
                               Costa Mesa,                      1,000,000                 100.00%
                                 CA 92626
---------------------- ----------------------------- --------------------------------- ---------------

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

</TABLE>


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.

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

(1)  Reports filed on Form 8-K.

     None

(2)  Exhibits

     Exhibit 16       Letter on Change in Certifying Accountant

Signatures:



<PAGE>

                        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, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Vincent van den Brink, 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 other 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;
     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
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.

April 4, 2003                       MORGAN CLARK MANAGEMENT, INC.

                                    /s/ Vincent van den Brink
                                    -------------------------------------------
                                    Vincent van den Brink, President, President