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

                                 AMENDMENT NO 2
                                  FORM 10-KSB/A

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from ___________ to ___________

                        Commission File Number: 0-26181

                                   eClic, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                        86-0945116
--------------------------------                      -----------------
(State or other jurisdiction of                        (IRS Employer
incorporation  or  organization)                     Identification No.)

   8555 W. Sahara, Suite 130, Las Vegas, NV              89117
 ------------------------------------------------    -------------
    (Address of principal executive offices)          (zip code)

                                  1-888-971-1336
                           ---------------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $0.001
                          ------------------------------
                                 (Title of class)

     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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 its most recent fiscal year.  $0.

     The issuer's stock is not trading on any stock exchange.

     As of December 31, 2003, the issuer had 11,515,000 shares of common stock
     outstanding and no preferred stock outstanding.

     Documents incorporated by reference:  See Item 13.  Exhibits and Reports
on Form 8-K in Part III.


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



                                       1

<PAGE>

                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................12
    Item 3.  Legal Proceedings.............................................12
    Item 4.  Submission of Matters to a Vote of Security Holders...........12

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......13
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....14
    Item 7.  Financial Statements..........................................16
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................18
    Item 8a. Controls and Procedures.......................................20


PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................21
    Item 10. Executive Compensation........................................23
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................24
    Item 12. Certain Relationships and Related Transactions................25
    Item 13. Exhibits and Reports on Form 8-K..............................25
    Item 14. Principal Accountant Fees and Services........................26


SIGNATURES   ..............................................................27

                                     2

<PAGE>


                           Forward-Looking Statements




This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact.  The
forward-looking  statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "plans" or the negative or other variations of those or comparable
terms.  Our actual results could differ materially from the anticipated results
described in the forward-looking statements.  Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.


                                      3


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

(a) BUSINESS DEVELOPMENT

(i) Business Development, Organization and Acquisition Activities
- -----------------------------------------------------------------

eClic, Inc., originally incorporated as an  Internet company, hereinafter
referred to as "eClic, Inc." or the " Company" or the "Registrant", was
organized by the filing of Articles of Incorporation with the Secretary of
State of the State of Nevada on March 1, 1999.

The original Articles of the Company authorized the issuance of twenty-five
million (25,000,000) shares.  There are twenty million (20,000,000) shares of
Common Stock at par value of $0.001 per share and five million (5,000,000)
shares of Preferred at par value of $0.001 per share.

The Registrant was incorporated on March 1, 1999, in the state of Nevada
under the name eClic, Inc.  In connection with its formation, a total of
1,000,000 shares of its common stock were purchased by its founder of the
Company, on March 16, 1999.  Between March 20 and April 4, 1999, the Company
sold five hundred thousand (500,000) shares of its common stock in
connection with a public offering at a price of $0.10 per share.

On April 5, 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 500,000 shares of the
Common Stock of the Company to approximately forty (40) unaffiliated
shareholders of record.  The Company filed an original Form D with the
Securities and Exchange Commission on or about March 22, 1999.

On March 16, 1999, founding shareholder purchased 1,000,000 shares of the
company's authorized but unissued treasury stock for cash.  Additionally,
the Company sold Fifty Thousand Dollars ($50,000) or Five Hundred Thousand
(500,000) shares of the Common Stock of the Company during the Offering to
approximately forty (40) shareholders.  The offering was closed April 5,
1999.  On May 4, 2000, the Company sold 15,000 shares of its $0.001 par
value common stock in a Regulation D, Rule 506 of the Securities Act of 1933,
as amended, private placement offering to one investor.

On December 30, 2003, the Company issued 10,000,000 shares of the Company's
common stock to an individual for $10,000 in cash to help further capitalize
the Company. Subsequently, this individual was appointed as Director and
President of the Company.

As of December 31, 2000 the Company has eleven million five hundred fifteen
thousand shares (11,515,000) shares of its $0.001 par value common voting
stock issued and outstanding which are held by approximately forty-three (43)
shareholders of record.

                                     4
<PAGE>


B. Business of Issuer

1)  Principal Products, Services and Principal Markets.

The original business of eClic, Inc. (eClic.com) was to market and
sell health care products, specifically prescription drug products, through
its Internet Web Site.  The Company hoped to identify suppliers would be
responsible for inventory, billing and shipping their products to the
potential customers generated through the Company's Web site.  Additionally,
the Company planned to seek advertisers to advertise their product(s) on the
Company's Web site.  Since the inception of this business strategy,
government regulations have limited the selling prescription medications
through websites, as such, in order to stay compliant with government
regulations, the Company abandoned it original business plan.  The Company
is now in the process of developing a new business strategy.  The Company is
currently assessing various options and strategies to become a profitable
corporation.

The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based, each
of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages
of development, and particularly by such companies entering new and
rapidly developing markets like the Internet.  The Company's prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages
of development, particularly companies in new and rapidly evolving
markets such as online commerce.  Based on adverse market conditions and
the failure of many Internet "dot.com" companies, eClic has reconsidered
its original business plan, and is currently developing other business
strategies.

(a)  Limited Operating History

The Company was first incorporated in the State of Nevada on March 1, 1999.
Accordingly, the Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be
based, each of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages of
development, and particularly by such companies entering new and rapidly
developing markets like the Internet.  The Company's prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development.

The ability of the Company to manage its operations, including the amount and
timing of capital expenditures and other costs relating to the expansion of
the company's operations, the introduction and development of different or
more extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources,
the inability of the Company to attract, retain and motivate qualified
personnel and general economic conditions.


                                       5

<PAGE>


(b)  Anticipated Losses for the Foreseeable Future

The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future.  The extent of these losses will depend, in part, on the amount of
growth in the Company's revenues from sales of its products, and possibility
advertising revenues on its Web site.  As of December 31, 2003, the Company
had an accumulated deficit of seventy-one thousand two hundred eleven
$(71,211) dollars.  The Company expects that its operating expenses will
remain the same, to keep the Company in full reporting status.  Management does
not expect its expenses to increase until the Company can better define its
business plan.  There can be no assurances that the Company can achieve
or sustain profitability or that the Company's operating losses will not
increase in the future.

(c)  Developing New Business Strategies

The Company is currently assessing various options and strategies to become
a profitable corporation.  The analysis of new businesses opportunities and
evaluating new business strategies will be undertaken by or under the
supervision of Evagelina Esparza Barrza, the Company's President.  In analyzing
prospective businesses opportunities, Evagelina Esparza Barrza will consider,
to the extent applicable, the available technical, financial and managerial
resources of any given business  venture.  Management will also consider the
nature of present and expected competition; potential advances in research
and development or exploration; the potential for growth and expansion; the
likelihood of sustaining a profit within given time frames; the perceived public
recognition or acceptance of products, services, trade or service marks; name
identification; and other relevant factors.  The Company anticipates that the
results of operations of a specific business venture may not necessarily be
indicative of the potential for future earnings, which may be impacted by a
change in marketing strategies, business expansion, modifying product emphasis,
changing or substantially augmenting management, and other factors.

The Company will analyze all relevant factors and make a determination based
On a composite of available information, without reliance on any single factor.
The period within which the Company will decide to participate in a given
business venture cannot be predicted and will depend on certain factors,
including the time involved in identifying businesses, the time required for
the Company to complete its analysis of such  businesses, the time required
to prepare appropriate documentation and other circumstances.


                                       6

<PAGE>



(d)  Evaluating a Business Combination

The Company has not yet determined if it plans to seek or identify a business
combination with a private entity whose business presents an opportunity for
Company shareholders.  Before this decision can be made the Company's
management needs to review and evaluate business ventures for possible
mergers or acquisitions. The Company has not entered into any agreement, nor
does it have any commitment or understanding to enter into or become engaged
in a transaction, as of the date of this filing.  Further, the business
objectives discussed herein are extremely general and are not intended to
restrict the discretion of the Company's management.

A decision to participate in a specific business opportunity will be made based
upon a Company analysis of the quality of the prospective business opportunity's
management and personnel, asset base, the anticipated acceptability of business'
products or marketing concepts, the merit of a business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria.

(e)  Selection of a Business Opportunity

Should the company pursue other potential business opportunities, it anticipates
they will be referred from various sources, including its officers and
directors, professional advisors, and its shareholders, who may present
unsolicited proposals.  The Company does not plan to engage in any general
solicitation or advertising for a business opportunity, and would rely upon
personal contacts of its officers, as well as indirect associations with other
business and professional people.  Management's reliance on "word of mouth"
may limit the number of potential business opportunities identified.  While it
is not presently anticipated that the Company will engage unaffiliated
professional  firms specializing in business acquisitions or reorganizations,
such firms may be retained if management deems it in the best interest of the
Company.  As of the filing date there have been no discussions, agreements or
understandings with any professional advisors, financial consultants, broker-
dealers or venture capitalists.  The Company's present intentions are to rely
upon its president to effect those services normally provided by professional
advisors or financial consultants.

The Company will not restrict its search to any particular business, industry,
or geographical location.  Management reserves the right to evaluate and enter
into any type of business in any location.  In seeking a business venture, the
decision of management will not be controlled by an attempt to take advantage of
any anticipated or perceived appeal of a specific industry, management group,
product, or industry, but will be based on the business objective of seeking
long-term capital appreciation.  The Company may participate in a newly
organized business venture  or in a more  established business.  Participation
in a new business venture entails greater risks since, in many instances,
management of such a venture may not have a proven track record; the eventual
market for such venture's product or services will likely not be established;
and the profitability of the venture will be untested and impossible to


                                       7
<PAGE>


accurately forecast.  Should the Company participate in a more established
venture that is experiencing financial difficulty, risks may stem from the
Company's inability to generate sufficient funds to manage or reverse the
circumstances causing such financial problems.

(f)  Operation of Business After Acquisition

If management decides to pursue a merger or acquisition, the Company will be
dependent on the nature of the business and the interest acquired.  The
Company is unable to determine at this time whether the Company will be in
control of the business or whether present management will be in control of the
Company following the acquisition.  It may be expected that the business will
present various risks, which cannot be predicted at the present time.

(g)  Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic.

The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued.  There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business.  The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business.  Moreover, there can be no
assurance that the anticipated benefits of any acquisition will be realized.
Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition.  Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.

(h)  Competition

The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial resources and prior experience in business.
There is no assurance that the Company will be successful in identifying and
executing suitable business opportunities.






                                       8

<PAGE>

(i)  Risks Associated With New Services, Features and Functions

As the Company develops its new business strategies, there can be no assurance
that the Company would be able to expand its operations in a cost-effective or
timely manner or that any such efforts would maintain or increase overall
market acceptance.  Furthermore, any new business launched by the Company that
is not favorably received by consumers could damage the Company's reputation.
Expansion of the Company's operations in this manner would also require
significant additional expenses and development, Company's management,



financial and operational resources.  The lack of market acceptance of the
Company's products would result in the Company's inability to generate
satisfactory revenues and its inability to offset their costs could have a
material adverse effect on the Company's business, results of operations
and financial condition.

(j) Potential Fluctuations in Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control.  See "--Limited Operating History."   As a strategic response to
changes in the competitive environment, the Company may from time to time
have to make certain pricing, marketing decisions or acquisitions that could
have a material short-term or long-term adverse effect on the Company's
business, results of operations and financial condition.

There can be no assurance that such patterns will not have a material adverse
effect on the Company's business, results of operations and financial
condition.  There can be no assurance that the Company will receive any
material amount of revenue as it pursues new business strategies in the
future.  The foregoing factors, in some future quarters, may lead the
Company's operating results to fall below the expectations.


2) Status of Any Announced New Product or Service

The Company does not have any announced new product or service.  If the
Company can find a supplier to market their products through the Company's
Internet site, then these would be considered new products marketed by the
company.  The Company, however, has yet to announce any new products and has
not announced any other recent additions or services.


3) Customers

The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers.  The Company intends
to make a commitment to the creation and maintenance of brand loyalty.




                                    9
<PAGE>


There can be no assurance that brand promotion activities will yield
increased revenues or that any such revenues would offset the expenses
incurred by the Company in building its brands.  Further, there can be no
assurance that any new users attracted to eClic will conduct transactions
with eClic on a regular basis.  If the Company fails to promote and
maintain its brand or incurs substantial expenses in an attempt to promote
and maintain its brand or if the Company's existing or future strategic
relationships fail to promote the Company's brand or increase brand
awareness, the Company's business, results of operations and financial
condition would be materially adversely affected.


4)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

The Company regards substantial elements of its former Web site and
underlying infrastructure and technology as proprietary and attempts to
protect them by relying on trademark, service mark, copyright and trade
secret laws and restrictions on disclosure and transferring title and other
methods.  The Company plans to enter into confidentiality agreements with its
future employees, future suppliers and future consultants and in connection
with its license agreements with third parties and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information.  Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use the Company's proprietary
information without authorization or to develop similar technology
independently.

Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any of the Company's proprietary rights.  There can be
no assurance that the steps taken by the Company will prevent misappropriation
or infringement of its proprietary information, which could have a material
adverse effect on the Company's business, results of operations and financial
condition. Litigation may be necessary in the future to enforce the Company's
intellectual property rights, to protect the Company's trade secrets or to
determine the validity and scope of the proprietary rights of others. Such
litigation might result in substantial costs and diversion of resources and
management attention.  Furthermore, there can be no assurance that the
Company's business activities will not infringe upon the proprietary rights
of others, or that other parties will not assert infringement claims against
the Company, including claims that by directly or indirectly providing
hyperlink text links to Web sites operated by third parties.  Moreover, from
time to time, the Company may be subject to claims of alleged infringement by
the Company or service marks and other intellectual property rights of third
parties.  Such claims and any resultant litigation, should it occur, might

subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not meritorious,
could result in substantial costs and diversion of resources and management
attention and could have a material adverse effect on the Company's business,
results of operations and financial condition.

                                    10
<PAGE>


5)  Government Regulation

It is impossible to anticipate government regulations, if any, to which the
Company may be subject until it defines its business strategies.  The use of
assets to conduct a business which the Company may acquire could subject it
to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation.  In selecting a business
in which to acquire an interest, management will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of such government
regulation on the prospective business of the Company.  In certain
circumstances, however, such as the acquisition of an interest in a new or
start-up business activity, it may not be possible to predict with any degree
of accuracy the impact of government regulation.  The inability to ascertain
the effect of government regulation on a prospective business activity presents
a risk to the Company.


6) Research and Development Activities

The Company needs to develop and identify products that achieve market
acceptance by its users.  There can be no that eClic, will be able to
identify such products or achieve market acceptance.  Accordingly, no
assurance can be given that the Company's future business model will be
successful or that it can sustain revenue growth or be profitable.  The
market for Internet products has been very difficult, as many "dot.com"
companies have ceased operations.  Therefore, if the Company develops a
product line which does not achieve or sustain market acceptance, the
Company's business, results of operation may be materially and adversely
affected.

There can be no assurances the Company will be successful in accomplishing
all of these things, and the failure to do so could have a material adverse
effect on the company's business, results of operations and financial
condition.

7)  Employees

The Company currently has two (2) employees: one President, and one
Secretary.  The Company has no intention at this time to add employees.

(i) The Company's performance is substantially dependent on the performance of
its president, Evagelina Esparza Barrza.  In particular, the Company's success
depends on her ability to develop a business strategy which will be successful
for the Company.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company.  The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

                                    11
<PAGE>



(iii)  There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future.   The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.


ITEM 2.  DESCRIPTION OF PROPERTY.

The Company's corporate headquarters are located at: 8555 W. Sahara, Suite
130, Las Vegas, NV  89117, Phone: 888-971-1336.  This space is provided by
one of the directors of the Company at no cost to the Company.

ITEM 3.  LEGAL PROCEEDINGS.

As of the date hereof, eClic, Inc. is not a party to any material
legal proceedings, and none are known to be contemplated against eClic,
Inc.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.




                                    12
<PAGE>


                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange.  There
is no trading market for the Company's Common Stock at present and there
has been no trading market to date.

(a) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.

(b)  There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.

(c)  The Company did not repurchase any of its shares during the fourth
quarter of the fiscal year covered by this report.



(ii) Holders
------------

The approximate number of holders of record of common stock as of December 31,
2003 was approximately forty-three (43).

(iii) Dividends
---------------

Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally  available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.

(iv) Recent Sales of Unregistered Securities
--------------------------------------------

On April 5, 1999, the Company completed a public offering of shares of common
stock of the Company pursuant to Regulation D, Rule 504 of the Securities Act
of 1933, as amended, whereby it sold 500,000 shares of the Common Stock of
the Company to 40 unaffiliated shareholders of record.  The Company filed an
original Form D with the Securities and Exchange Commission on or about March
22, 1999.  On May 4, 2000, the Company sold 15,000 shares of its $0.001 par
value common stock in a Regulation D, Rule 506 of the Securities Act of 1933,
as amended, private placement offering to one investor.

On December 30, 2003, the Company issued 10,000,000 shares of the Company's
common stock to an individual for $10,000 in cash to help further capitalize
the Company.  Subsequently, this individual was appointed as Director and
President of the Company.

As of December 31, 2003, the Company has 11,515,000 shares of common stock
issued and outstanding held by approximately 43 shareholders of record.




                                     13
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

(i) General
-----------

We will continue to devote the major portion of our resources to the
development of a business strategy which will benefit the Company.

Additionally, the Company is accessing what to do with its website, and the
future of its business, based on the high number of "dot.com" companies which
have been struggling to succeed.

The Company has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based, each of which
must be considered in light of the risks, expenses and problems frequently
encountered by all companies in the early stages of development, and
particularly by such companies entering new and rapidly developing markets
like the Internet.  The Company's prospects must be considered in light of
the risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies in new
and rapidly evolving markets such as online commerce.  Such risks include,
without limitation, the lack of broad acceptance of the company's products on
the Internet, the possibility that the Internet will fail to achieve broad
acceptance, the inability of the Company to generate significant e-Commerce
based revenues from Internet customers, the company's inability to
anticipate and adapt to a developing market, the failure of the company's
network infrastructure (including its server, hardware and software) to
efficiently handle its Internet traffic, changes in laws that adversely
affect the company's business, the ability of the Company to manage its
operations, including the amount and timing of capital expenditures and other
costs relating to the expansion of the company's operations, the introduction
and development of different or more extensive communities by direct and
indirect competitors of the Company, including those with greater financial,
technical and marketing resources, the inability of the Company to maintain
and increase levels of traffic to its proposed Web site, the inability of the
Company to attract, retain and motivate qualified personnel and general
economic conditions.

The Company has not successfully achieved its business plan or profitability
to date, and the Company anticipates that it will continue to incur net losses
for the foreseeable future.  The extent of these losses will depend, in part,
on the amount of expenditures the Company earmarks to execute a new business
strategy.  As of December 31, 2003, the Company had an accumulated deficit of
($47,445) dollars.  The Company expects that its operating expenses will
increase as it develops a new business strategy, especially in the areas of
sales and marketing, and brand promotion.

Thus, the Company will need to generate revenues to achieve profitability.
To the extent that increases in its operating expenses precede or are not
subsequently followed by commensurate increases in revenues, or that
the Company is unable to adjust operating expense levels accordingly, the
Company's business, results of operations and financial condition would be
materially and adversely affected.  There can be no assurances that the Company
can achieve or sustain profitability or that the Company's operating losses
will not increase in the future.

                                     14
<PAGE>


(ii) Results of Operations
--------------------------

As a developmental stage Company, the Company has generated $776 in revenues
and loss $(71,211) since its inception on March 1, 1999 through the period ended
December 31, 2003.  The small revenues originally generated by the Company was
entirely from a test program, which was later abandoned.  The Company does not
expect to generate any significant revenues in the foreseeable future.  During
calendar year ending December 31, 2003, the Company experienced net losses
$(5,127).  All these expenses $(5,127) were for general and administrative
costs, primarily accounting fees to maintain the Company's reporting status.
The Company does not have any material commitments for capital expenditures.
eClic had originally planned to sell and market prescription mediations through
its website; however, new government regulations have prohibited selling these
products through websites.  The Company is now in the process of developing
a new market strategy.

(iii) Liquidity and Capital Resources
- -------------------------------------

On April 5, 1999, the Company completed a public offering of shares of common
stock of the Company pursuant to Regulation D, Rule 504 of the Securities Act
of 1933, as amended, whereby it sold 500,000 shares of the Common Stock of
the Company to 40 unaffiliated shareholders of record. The Company filed an
original Form D with the Securities and Exchange Commission on or about March
22, 1999.  On May 4, 2000, the Company sold 15,000 shares of its $0.001 par
value common stock in a Regulation D, Rule 506 of the Securities Act of 1933,
as amended, private placement offering to one investor.  On December 30, 2003,
the Company issued 10,000,000 shares of the Company's common stock to an
individual for $10,000 in cash to help further capitalize the Company.
As of December 31, 2003, the Company has 11,515,000 shares of common stock
issued and outstanding held by approximately 43 shareholders of record.

The Company currently has 2 employees who are both officers and directors of
the Company.  These employees received no compensation through December 31,
2003.  The Company does not plan to hire any additional employees until it
can become an profitable entity.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.

The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to enhance
the Company's financial resources sufficiently to generate volume for the
Company.




                                       15


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.





                                  eClic, Inc.
                         (A Development Stage Company)

                                 Balance Sheet
                                     as of
                          December 31, 2003 and 2002

                                      and

                           Statements of Operations,
                     Changes in Stockholders' Equity, and
                                  Cash Flows
                              for the year ended
                          December 31, 2003 and 2002
                                      and
                                for the period
                           March 1, 1999 (Inception)
                             To December 31, 2003



                                    16

<PAGE>


                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>

TABLE OF CONTENTS


                                                                   PAGE
                                                                   ----
<S>                                                                <C>
Independent Auditors' Report                                       F-1
Balance Sheets                                                     F-2
Statements of Operations                                           F-3
Statements of Changes in Stockholders' Equity                      F-4
Statements of Cash Flows                                           F-5
Footnotes                                                          F-6-11

</TABLE>

                                   17

Beckstead and Watts, LLP
----------------------------
Certified Public Accountants
                                                        3340 Wynn Road, Suite B
                                                            Las Vegas, NV 89102
                                                                   702.257.1984
                                                             702.362.0540 (fax)

                         INDEPENDENT AUDITORS' REPORT

Board of Directors
eClic, Inc.
Las Vegas, Nevada

We  have  audited  the  Balance  Sheets  of  EClic, Inc. (the "Company"), as of
December  31,  2003  and  2002,  and  the  related  Statements  of  Operations,
Stockholders' Equity, and Cash Flows for the year ended  December  31, 2003 and
2002  and  for the period from March 1, 1999 (inception) to December 31,  2003.
These financial  statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States  of  America.   Those  standards  require that we 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
statement presentation.   An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by management, as well  as
evaluating the overall financial statement presentation.   We  believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present  fairly,  in
all material respects, the financial position of EClic, Inc. as of December 31,
2003  and  2002,  and the results of its operations and cash flows for the year
ended December 31,  2003  and  2002  and  for  the  period  from  March 1, 1999
(inception)  to  December  31,  2003,  in  conformity  with  generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming  the  Company
will  continue  as  a  going  concern.  As discussed in Note 2 to the financial
statements,  the Company has had  limited  operations  and  has  not  commenced
planned principal  operations.  This raises substantial doubt about its ability
to continue as a going  concern.  Management's plans in regard to these matters
are also described in Note  2.   The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

January 14, 2004



Beckstead and Watts, LLP

                                  F-1

<PAGE>


                                eClic, Inc.
                        (a Development Stage Company)
                              Balance Sheets


<TABLE>
<CAPTION>

Balance Sheets

                                                               December 31,
                                                            2003        2002
                                                         ----------  ----------
<S>                                                      <C>         <C>
Assets

Current assets:
   Cash and equivalents                                  $  20,642   $  15,769
                                                         ----------  ----------
     Total current assets                                   20,642      15,769
                                                         ----------  ----------
                                                         $  20,642   $  15,769
                                                         ==========  ==========

Liabilities and Stockholder's Equity

Current liabilities:                                     $       -   $       -
                                                         ----------  ----------

Stockholder's equity:

   Preferred stock, $0.001 par value, 5,000,000 shares
    authorized, no shares issued and outstanding                 -           -
   Common stock, $0.001 par value, 20,000,000 shares
    authorized, 11,515,0000 shares issued and outstanding   11,515       1,515
   Additional paid-in capital                               80,338      80,338
   (Deficit) accumulated during development stage          (71,211)    (66,084)
                                                         ----------  ----------
                                                            20,642      15,769
                                                         ----------  ----------

                                                         $  20,642   $  15,769
                                                         ==========  ==========

</TABLE>

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

                                      F-2

<PAGE>




                                 eClic, Inc.
                        (a Development Stage Company)
                           Statements of Operations

<TABLE>
<CAPTION>

Statements of Operations

                                                                March 1, 1999
                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2003         2002           2003
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>

Revenue                              $       -    $       -    $         776
                                     ----------   ----------   --------------

Expenses:
 Amortization expense                        -            -            6,936
 Research and development                    -            -            3,650
 Impairment loss                             -            -            6,065
 General and administrative expenses     5,187       12,637           55,459
                                     ----------   ----------   --------------
   Total expenses                        5,187       12,637           72,110
                                     ----------   ----------   --------------
Other income:
 Interest income                            60           63              123
                                     ----------   ----------   --------------
Net (loss)                           $  (5,127)   $ (12,574)   $     (71,211)
                                     ==========   ==========   ==============

Weighted average number of common
 shares outstanding - basic and
 fully diluted                       1,515,000    1,515,000
                                     ==========   ==========

Net (loss) per share - basic &
 fully diluted                       $   (0.01)   $   (0.01)
                                     ==========   ==========

</TABLE>

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

                                      F-3

<PAGE>



                                  eClic, Inc.
                         (A Development Stage Company)
                 Statement of Changes in Stockholders' Equity
            March 1, 1999 (Date of Inception) to December 31, 2003


<TABLE>
<CAPTION>

Statement of Changes in Stockholders' Equity


                                                      Deficit
                                                    Accumulated
                                        Additional  During the     Total
                        Common Stock     Paid-In    Development Stockholders'
                       Shares    Amount  Capital        Stage      Equity
                      ---------- ------- ---------  ----------- -------------
<S>                   <C>        <C>     <C>        <C>         <C>
December 1999
   Founders shares
   Issued for cash     1,000,000 $ 1,000 $          $           $      1,000

December 1999
   Shares issued
   pursuant to
   Reg. D, 504
   offering              500,000     500    50,353                    50,853

Net (loss),
   March 1, 1999
   (inception) to
   December 31, 1999                                   (21,488)      (21,488)
                      ---------- ------- ---------  ----------- -------------
Balance, Dec 31,1999   1,500,000   1,500    50,353     (21,488)       30,365

May 2000
   Shares issued
   pursuant to
   Reg. D, 504
   offering               15,000      15    29,985                    30,000

Net (loss)
   Year ended
   December 31, 2000                                   (13,312)      (13,312)
                      ---------- ------- ---------  ----------- -------------
Balance, Dec 31,2000   1,515,000   1,515    80,338     (34,800)       47,053

Net (loss)
   Year ended
   December 31, 2001                                   (18,710)      (18,710)
                      ---------- ------- ---------  ----------- -------------

Balance, Dec 31,2001   1,515,000   1,515    80,338     (53,510)       28,343

Net (loss)
   Year ended

   December 31, 2002                                   (12,574)      (12,574)
                      ---------- ------- ---------  ----------- -------------

Balance, Dec 31, 2002  1,515,000 $ 1,515 $  80,338  $  (66,084) $     15,769
                      ---------- ------- ---------  ----------- -------------

December 2003
   Shares issued
   for cash           10,000,000  10,000         0                    10,000

Net (loss)
   Year ended
   December 31, 2003                                    (5,127)       (5,127)
                      ---------- ------- ---------  ----------- -------------

Balance, Dec 31, 2003 11,515,000 $11,515 $  80,338  $  (71,211) $     20,642
                      ========== ======= =========  =========== =============

</TABLE>

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

                                      F-4

<PAGE>


                                 eClic, Inc.
                        (a Development Stage Company)
                           Statements of Cash Flows
<TABLE>
<CAPTION>

Statements of Cash Flows

                                                                March 1, 1999
                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2003         2002           2003
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Cash flows from operating activities
Net (loss)                           $  (5,127)   $ (12,574)   $     (71,211)
 Impairment loss                             -            -            6,065
 Amortization expense                        -            -            6,935
                                     ----------   ----------   --------------
Net cash (used) by operating
 activities                             (5,127)     (12,574)         (58,211)
                                     ----------   ----------   --------------

Cash flows from investing activities
 Purchase of fixed assets                    -            -          (13,000)
                                     ----------   ----------   --------------
Net cash (used) by investing
 activities                                  -            -          (13,000)
                                     ----------   ----------   --------------

Cash flows from financing activities
 Issuances of common stock              10,000            -           91,853
                                     ----------   ----------   --------------

Net cash provided by financing
 activities                             10,000            -           91,853
                                     ----------   ----------   --------------
Net increase (decrease) in cash          4,873      (12,574)          20,642
Cash - beginning                        15,769       28,343                -
                                     ----------   ----------   --------------
Cash - ending                        $  20,642    $  15,769    $      20,642
                                     ==========   ==========   ==============

Supplemental disclosures:
   Interest paid                     $       -    $       -    $           -
                                     ==========   ==========   ==============

   Income taxes paid                 $       -    $       -    $           -
                                     ==========   ==========   ==============

</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>


                                  eClic, Inc.
                         (A Development Stage Company)
                                     Notes


Note 1 - Significant accounting policies and procedures

Organization
------------

The Company was organized March 1, 1999 (Date of Inception) under the laws of
the State of Nevada, as eClic, Inc.

The Company has been dormant and has had limited operations since its
inception, and in accordance with SFAS #7, the Company is considered a
development stage company.

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.

Cash and cash equivalents
-------------------------

The  Company  maintains a cash balance in a non-interest-bearing  account  that
currently does  not  exceed  federally  insured limits.  For the purpose of the
statements  of  cash  flows, all highly liquid  investments  with  an  original
maturity of three months or less are considered to be cash equivalents.

Revenue recognition
-------------------

The Company recognizes revenue on an accrual basis as it invoices for services.

Reporting on the costs of start-up activities
---------------------------------------------

Statement of Position 98-5  (SOP  98-5),  "Reporting  on  the Costs of Start-Up
Activities,"  which  provides guidance on the financial reporting  of  start-up
costs and organizational  costs, requires most costs of start-up activities and
organizational costs to be  expensed  as  incurred.   SOP 98-5 is effective for
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial statements.

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.   The
Company  had  no  dilutive  common  stock equivalents, such as stock options or
warrants as of December 31, 2003.


                                      F-6
<PAGE>


                                  eClic, Inc.
                         (A Development Stage Company)
                                     Notes



Advertising Costs
-----------------

The  Company expenses all costs of advertising  as  incurred.   There  were  no
advertising  costs included in selling, general and administrative expenses for
the periods ended December 31, 2003.

Fair value of financial instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003.  The
respective carrying  value  of  certain  on-balance-sheet financial instruments
approximated their fair values. These financial  instruments  include  cash and
accounts  payable. Fair values were assumed to approximate carrying values  for
cash and payables  because  they  are  short  term in nature and their carrying
amounts approximate fair values or they are payable on demand.

Impairment of long-lived assets
-------------------------------

Long  lived  assets  held and used by the Company  are  reviewed  for  possible
impairment whenever events  or circumstances indicate the carrying amount of an
asset may not be recoverable or is impaired.

In  accordance  with Statement  of  Financial  Accounting  Standards  No.  123,
"Impairment of Long-Lived  Assets",  the  Company  assessed  the  value  of its
capitalized  website costs (net of amortization) in the amount of $6,065 as  of
December 31, 2003 and determined that the amount should be written off in total
as "Impairment Loss".  The determination was made due to the Company abandoning
its initial plan of operations and subsequent dormancy.

Segment reporting
-----------------

The Company follows  Statement  of  Financial  Accounting  Standards  No.  130,
"Disclosures  About  Segments  of  an  Enterprise and Related Information". The
Company  operates  as a single segment and  will  evaluate  additional  segment
disclosure requirements as it expands its operations.

Dividends
---------

The Company has not  yet adopted any policy regarding payment of dividends.  No
dividends have been paid or declared since inception.

Income taxes
------------

The  Company  follows Statement  of  Financial  Accounting  Standard  No.  109,
"Accounting for  Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes.  Deferred  tax assets and liabilities are computed based upon the


                                      F-7
<PAGE>


                                  eClic, Inc.
                         (A Development Stage Company)
                                     Notes


difference between the financial  statement  and income tax basis of assets and
liabilities using the enacted marginal tax rate  applicable  when  the  related
asset or liability is expected to be realized or settled.  Deferred income  tax
expenses  or  benefits  are based on the changes in the asset or liability each
period.  If available evidence  suggests  that  it is more likely than not that
some  portion  or  all  of  the deferred tax assets will  not  be  realized,  a
valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely than not  to be realized.  Future changes in such valuation
allowance are included in the provision for deferred income taxes in the period
of change.

Deferred  income taxes may arise  from  temporary  differences  resulting  from
income and  expense items reported for financial accounting and tax purposes in
different periods.   Deferred  taxes  are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences  that  are  not related to an
asset  or liability are classified as current or non-current depending  on  the
periods in which the temporary differences are expected to reverse.

Recent pronouncements
---------------------

In July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities",  which  addresses  financial accounting and
reporting for costs associated with exit or disposal activities  and supersedes
EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and  Other  Costs  to Exit an Activity (including Certain Costs Incurred  in  a
Restructuring)." SFAS  No.  146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability is incurred.
Under EITF No. 94-3, a liability for an exit cost was recognized at the date of
an entity's commitment to an  exit plan. SFAS No. 146 also establishes that the
liability  should  initially  be measured  and  recorded  at  fair  value.  The
provisions of SFAS No. 146 will be adopted for exit or disposal activities that
are initiated after December 31, 2003.

In December 2002, the FASB issued  SFAS  No.  148,  "Accounting for Stock-Based
Compensation-Transition  and Disclosure-an amendment of  SFAS  No.  123."  This
Statement amends SFAS No.  123,  "Accounting  for Stock-Based Compensation", to

provide alternative methods of transition for a  voluntary  change  to the fair
value  based  method  of  accounting for stock-based employee compensation.  In
addition, this statement amends  the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both  annual  and interim financial statements
about the method of accounting for stock-based employee  compensation  and  the
effect  of the method used on reported results. The adoption of SFAS No. 148 is
not expected  to  have a material impact on the company's financial position or
results of operations.



                                      F-8
<PAGE>


                                  eClic, Inc.
                         (A Development Stage Company)
                                     Notes



In  November  2002,  the  FASB  issued  FASB  Interpretation  ("FIN")  No.  45,
"Guarantors Accounting  and  Disclosure  Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others",  an  interpretation of FIN No.
5, 57 and 107, and rescission of FIN No. 34, "Disclosure of Indirect Guarantees
of Indebtedness of Others". FIN 45 elaborates on the disclosures  to be made by
the  guarantor  in  its  interim  and  annual  financial  statements about  its
obligations under certain guarantees that it has issued. It  also requires that
a  guarantor  recognize, at the inception of a guarantee, a liability  for  the
fair value of the  obligation  undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are applicable on
a prospective basis to guarantees  issued  or modified after December 31, 2003;
while,  the  provisions  of  the  disclosure  requirements  are  effective  for
financial statements of interim or annual periods  ending  after  December  15,
2002.  The  company  believes that the adoption of such interpretation will not
have a material impact  on  its financial position or results of operations and
will adopt such interpretation during fiscal year 2003, as required.
In  January  2003, the FASB issued  FIN  No.  46,  "Consolidation  of  Variable
Interest Entities",  an  interpretation of Accounting Research Bulletin No. 51.
FIN  No. 46 requires that variable  interest  entities  be  consolidated  by  a
company  if  that company is subject to a majority of the risk of loss from the
variable interest  entity's  activities or is entitled to receive a majority of
the entity's residual returns  or  both.  FIN  No. 46 also requires disclosures
about variable interest entities that companies are not required to consolidate
but in which a company has a significant variable  interest.  The consolidation
requirements of FIN No. 46 will apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements  will  apply  to
entities  established  prior  to  January  31, 2003 in the first fiscal year or
interim period beginning after June 15, 2003.  The disclosure requirements will
apply in all financial statements issued after January  31,  2003.  The company
will  begin  to adopt the provisions of FIN No. 46 during the first quarter  of
fiscal 2003.

Note 2 - Going concern

The Company's  financial  statements  are prepared using the generally accepted
accounting principles applicable to a going  concern,  which  contemplates  the
realization  of  assets  and liquidation of liabilities in the normal course of
business.   However,  the Company  has  not  commenced  its  planned  principal
operations and it has not  generated  any  significant  revenues.   In order to
obtain  the  necessary  capital,  the  Company  intends  to raise funds via  an
offering  of  its  securities  registered with the US Securities  and  Exchange
Commission.  The Company is dependent  upon its ability to secure equity and/or
debt financing and there are no assurances that the Company will be successful,
without sufficient financing it would be  unlikely  for the Company to continue
as a going concern.



                                      F-9
<PAGE>


                                  eClic, Inc.
                         (A Development Stage Company)
                                     Notes



Note 3 - Income taxes

The Company accounts for income taxes under Statement  of  Financial Accounting
Standards  No.  109,  "Accounting  for  Income Taxes" ("SFAS No.  109"),  which
requires use of the liability method.   SFAS  No.   109  provides that deferred
tax  assets and liabilities are recorded based on the differences  between  the
tax bases  of  assets  and liabilities and their carrying amounts for financial
reporting purposes, referred  to as temporary differences.  Deferred tax assets
and liabilities at the end of each  period  are  determined using the currently
enacted  tax  rates  applied  to taxable income in the  periods  in  which  the
deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:


               U.S federal statutory rate       (34.0%)
               Valuation reserve                 34.0%
                                                -------
               Total                                -%
                                                =======


As of December 31, 2003, the Company  has  a net operating loss carryforward of
approximately  $71,211 for tax purposes, which  will  be  available  to  offset
future taxable income.  If not used, this carryforward will expire in 2022. The
deferred tax asset  relating  to the operating loss carryforward has been fully
reserved at December 31, 2003.

Note 4 - Related party transactions

The Company does not lease or rent  any property.  Office services are provided
without  charge by a director.  Such costs  are  immaterial  to  the  financial
statements and, accordingly, have not been reflected therein.  The officers and
directors  of the Company are involved in other business activities and may, in
the future,  become  involved  in  other business opportunities.  If a specific
business opportunity becomes available,  such  persons  may  face a conflict in
selecting between the Company and their other business interests.   The Company
has not formulated a policy for the resolution of such conflicts.




                                      F-10
<PAGE>


                                  eClic, Inc.
                         (A Development Stage Company)
                                     Notes



Note 5 - Stockholders' Equity

The  Company  is authorized to issue 20,000,000 shares of its $0.001 par  value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.

On March 1, 1999,  the  Company issued 1,000,000 shares of its $0.001 par value
common stock to its directors for cash in the amount of $1,000.

On April 5, 1999, the Company  completed  a  Regulation  D,  Rule  504  of  the
Securities  Act  of  1933,  as  amended,  whereby it sold 500,000 shares of its
common  stock to approximately 40 unaffiliated  shareholders  of  record.   The
Company filed an original Form D with the Securities and Exchange Commission on
or about March 22, 1999.  The offering raised cash totaling $51,854.

On May 4,  2000,  the Company sold 15,000 shares of its $0.001 par value common
stock in a Regulation  D,  Rule  506 of the Securities Act of 1933, as amended,
private placement offering to one  investor.  The offering raised cash totaling
$30,000.

On December 30, 2003, the Company issued  10,000,000  shares  of  the Company's
common  stock  to  an individual for $10,000 in cash to help further capitalize
the Company. Subsequently,  this  individual  was  appointed  as  Director  and
President of the Company.

There have been no other issuances of common or preferred stock.

Note 6 - Warrants and options

There  are  no warrants or options outstanding to acquire any additional shares
of common stock.



                                     F-11


<PAGE>


-------------------------------------------------------------------------------


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

On December 11, 2002, the Company filed Form 8-K with the United Stated
Securities and Exchange Commission, in which the Company stated in Item
4 "Changes in Registrant's Certifying Account:"

a)   On or about June 30, 2002, G. Brad Beckstead, CPA, the principal
accountant for eClic, Inc. (the "Company") changed his accounting practice
from a sole proprietorship to a partnership with Beckstead and Watts, LLP.
As this is viewed as a separate legal entity, the Company terminated its
accounting arrangement with G. Brad Beckstead, CPA, a sole proprietorship,
as principal accountant and engaged Beckstead and Watts, LLP. a partnership,
as the Company's principal accountants for the company's fiscal year ending
December 31, 2003 and the interim periods for 2002.  The decision to change
principal accountants was approved by the Audit Committee of the Company's
Board of Directors and subsequently approved by the Board of Directors.

None of the reports of G. Brad Beckstead, CPA, sole proprietorship, on the
Company's financial statements for either of the past two years or subsequent
interim period contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Registrant's audited financial statements
contained in its Form 10-KSB for the fiscal year ended December 31, 2001
stated the following:

"Note 2 - Going concern.  The Company's financial statements are prepared
using the generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company has not
commenced its planned principal operations and it has not generated any
significant revenues.  In order to obtain the necessary capital, the Company
intends to raise funds via an offering of its securities registered with the
US Securities and Exchange Commission.  The Company is dependent upon its
ability to secure equity and/or debt financing and there are no assurances
that the Company will be successful, without sufficient financing it would be
unlikely for the Company to continue as a going concern."

There were no disagreements between the Company and G. Brad Beckstead, sole
proprietorship, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of G. Brad Beckstead, CPA, would have caused
them to make reference to the subject matter of the disagreement in
connection with its report. Further, G. Brad Beckstead, CPA has not advised
the Registrant that:

1) internal controls necessary to develop reliable financial statements
   did not exist; or


                                    18
<PAGE>





2) information has come to the attention of G. Brad Beckstead, CPA which made
   it unwilling to rely upon management's representations, or made it
   unwilling to be associated with the financial statements prepared by
   management; or

3) the scope of the audit should be expanded significantly, or information
   has come to the attention of G. Brad Beckstead, CPA that they have
   concluded will, or if further investigated might, materially impact the
   fairness or reliability of a previously issued audit report or the
   underlying financial statements, or the financial statements issued or
   to be issued covering the fiscal year ended December 31, 2001.


(b) On or about June 30, 2002 the Registrant engaged Beckstead & Watts, LLP,
a partnership entity between Beckstead and Watts as its principal accountant
to audit the Registrant's financial statements as successor to G. Brad
Beckstead of Beckstead and Watts, LLP.  During the Registrant's two most
recent fiscal years or subsequent interim period, the Registrant has not
consulted with the entity of Beckstead and Watts, LLC, the partnership,
regarding the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements, nor did the entity of
Beckstead and Watts, LLP provide advice to the Registrant, either written or
oral, that was an important factor considered by the Registrant in reaching
a decision as to the accounting, auditing or financial reporting issue.
Further, during the Registrant's two most recent fiscal years or subsequent
interim period, the Registrant has not consulted the entity of Beckstead and
Watts, LLP, on any matter that was the subject of a disagreement or a
reportable event.



                                        19
<PAGE>


ITEM 8a. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures.
Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic
SEC filings.

(b) Changes in internal controls

There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective
actions with regards to significant deficiencies and material
weaknesses.


                                     20
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the current officers and directors of eClic,
Inc.

<TABLE>
<CAPTION>

Name                         Age              Position
- --------                    ------           ----------
<S>                          <C>             <C>
Evagelina Esparza Barrza     64              President, CEO
                                             Chief Financial Officer and
                                             Director

Skyelan Rose                 44              Secretary and Director


</TABLE>

B.  Work Experience

Evagelina Esparza Barrza, CEO, CFO, Director originally began her career as a
general nurse in Public Health.  She worked in this position for 35 years with
the Secretaria de Salubrid y Assistencia in Torreon, Coahuila, Mexico.  She
subsequently attended law school at Universidad Autonoma de Coahuila, Mexico
for six years and graduated from law school in 1992.  For the past 11 years,
she has been working as a licensed attorney in Mexico.

Mrs. Evagelina Esparza Barrza has assisted numerous firms and individuals in
managing their affairs through both the good and the bad times.  Her experience
ranges from project management teams to demonstrating a successful management
consulting practice.  Her domestic and international experience, contacts,
negotiating and management skills have been met and accomplished the short and
long-term goals of her clients.  Mrs. Barrza specializes in project management,
health care; personnel; and management consulting of operated & non-operated
properties and project construction.  Her experience in making appropriate
recommendations and decisions is demonstrated through the success of her
consulting and law practice.





                                     21
<PAGE>


Skyelan Rose, Corporate Secretary and Director for eClic, Inc.  She is a
single female, born in North Island, California.  She attended University
of Utah and University of California, Berkeley.  She has eight years
experience in marketing and sales with the hotel industry.  She spent
two of those eight years as Director of Marketing/Sales for Holiday Inn,
Arizona Region.  She is currently an Event Planner for the Arizona Room of
America OnLine.  She is former Corporate Secretary for Ionosphere, Inc., a
publicly traded company listed on the OTC Bulletin Board.  This was a
consulting company engaged in the restaurant/nightclub business.  She is a
former Corporate Secretary for both Barrington Laboratories, Inc., a Nevada
Corporation, and Boppers Holdings, Inc., a Nevada Corporation.  She has
developed a number of Web sites for other companies, and has experience with
various computer applications.  This will be her first endeavor in setting up
an e-Commerce company and a Web site for company where she serves as an Officer
and Director.

Directors are elected in accordance with our bylaws to serve until the next
annual stockholders meeting.  eClic, Inc. does not currently pay compensation
to directors for services in that capacity.

Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office.  All corporate officers serve at the discretion
of the board of directors.  There are no family relationships between any
director or executive officer and any other director or executive officer of
eClic, Inc.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other
eClic, Inc. equity securities.  Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.

                                    22
<PAGE>




ITEM 10.  EXECUTIVE COMPENSATION.

As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended December 31, 2003.
eClic, Inc. intends to pay salaries when cash flow permits.  No officer
or director received stock options or other non-cash compensation during the
fiscal year ended December 31, 2003.  The Company does have employment
agreements in place with each of its officer.

<TABLE>
<CAPTION>
                                                Annual
Name                            Position        Compensation     Bonus
----------------------------    ---------       ------------     -----
<S>                             <C>             <C>              <C>
Evagelina Esparza Barrza        President       $ 0              None

Skyelan Rose                    Secretary       $ 0              None


</TABLE>

The Company currently does not have employment agreements with its executive
officers.


                                    23
<PAGE>





ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of December 31, 2003, by each
person known by eClic, Inc. to own beneficially more than 5% of the
outstanding common stock, by each of our directors and officer and by all of
our directors and officers as a group.  Unless otherwise indicated below, to
our knowledge all persons listed below have sole voting and investment
power with respect to their shares of common stock except to the extent
that authority is shared by spouses under applicable law.

<TABLE>
<CAPTION>

TITLE OF    NAME OF BENEFICIAL               SHARES OF          PERCENT OF
CLASS       OWNER AND POSITION               COMMON STOCK       CLASS(1)
- ---------------------------------------------------------------------------
<S>         <C>                              <C>                <C>
Common      Evagelina Esparza Barrza(2)      10,000,000         86.8%
            Director/CEO

Common      Skyelan Rose(3)                           0            0%
            Director/Secretary

Common      Estate of Justine M. Daniels(4)   1,000,000          8.6%

                                         -----------------------------
DIRECTORS AND OFFICERS
AS A GROUP (2 persons)                       11,000,000         95.4%

</TABLE>

(1)  Percentages are based on 11,515,000 issued and outstanding shares.

(2)  Evagelina Esparza Barrza, Ignacio Zaragoza No. 3, Apartado No. 44,
     Tijuana, B.C., 22000 Mexico

(3)  Skyelan Rose, 8455 W. Sahara, Suite 130, Las Vegas, NV  89117.

(4)  c/o Mr. Lee Daniels, executor for the Estate of Justine M. Daniels
     3424 W. St. John Rd., Phoenix, AZ  85053.


B.  Persons Sharing Ownership of Control of Shares

No person other than Evagelina Esparza Barrza, President/CEO owns or shares
the power to vote ten percent (10%) or more of the Company's securities.

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

                                       24
<PAGE>


D.  Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of the
Company.

E.  Parents of Issuer

Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution and ratification of the shareholders, the Company
hired the professional services of Beckstead and Watts, LLP, Certified Public
Accountants, to perform audited financials for the Company.  Beckstead and
Watts, LLP own no stock in the Company.  The company has no formal contracts
with its accountants, they are paid on a fee for service basis.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their
other business interests.  The Company has not formulated a policy for the
resolution of such conflicts.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

      31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
              Officer and Chief Financial Officer, Evagelina Esparza Barrza.

      32.1    Section 1350 Certification, Evagelina Esparza Barrza.



(b)  REPORTS ON FORM 8-K

The Company filed a Current Report dated August 19, 2003 on Form 8-K
containing information pursuant to Item 1 ("Change in Control of Registrant").

The Company filed a Current Report dated December 31, 2003 on Form 8-K
containing information pursuant to Item 1 ("Change in Control of Registrant").

                                       25
<PAGE>


Item 14. Principal Accountant Fees and Services

AUDIT FEES

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2003 and 2002 and reviews of the consolidated
financial statements included in the Company's Forms 10-KSB for fiscal 2003 and
2002 were approximately $5,000 and $5,000, respectively.

AUDIT-RELATED FEES

The Company's auditors did not bill any additional fees for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under "Audit
Fees" above.

TAX FEES

The aggregate fees billed by the Company's auditors for professional services
for tax compliance, tax advice, and tax planning were $0 and $0 for fiscal 2003
and 2002, respectively.

ALL OTHER FEES

The aggregate fees billed by the Company's auditors for all other non-audit
services rendered to  the Company, such as attending meetings and other
miscellaneous financial consulting, in fiscal 2003 and 2002 were $0 and $0,
respectively.



                                      26
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               eClic, Inc.
                                           -------------------
                                              (Registrant)

Date:  June 15, 2004             By:  /s/ Evagelina Esparza Barrza
       -------------             ------------------------------------------
                                          Evagelina Esparza Barrza
                                          President, Chief Executive Officer
                                          Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

Date:  June 15, 2004             By:  /s/ Skyelan Rose
       -------------             ------------------------
                                          Skyelan Rose
                                          Secretary

                                       27

<PAGE>