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

                          AMENDMENT NO. 1 TO FORM 10-KSB

(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, 2001

[ ]  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 $.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. [ ]
                                       1

<PAGE>

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

     As of December 31, 2001, the issuer had 1,515,000 shares of common stock
     outstanding and no preferred stock outstanding.

     Documents incorporated by reference: None

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



                                       2

<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

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................19
    Item 10. Executive Compensation........................................20
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................21
    Item 12. Certain Relationships and Related Transactions................22
    Item 13. Exhibits and Reports on Form 8-K..............................23

SIGNATURES   ..............................................................24



                           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., 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.  As of December 31,
2000 the Company has one million five hundred fifteen thousand shares
(1,515,000) shares of its $0.001 par value common voting stock issued and
outstanding which are held by approximately forty-two (42) shareholders,
including the founding shareholder, 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, 2001, the Company
had an accumulated deficit of forty-seven thousand four hundred forty-five
($47,445) dollars.  The Company expects that its operating expenses will
increase significantly during the next several years, especially in the
areas of sales and marketing, and brand promotion.  Thus, the Company will
need to generate increased 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.

(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 Justine M. Daniels, the Company's President.  In analyzing
prospective businesses opportunities, Justine Daniels 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
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.

                                       7
<PAGE>
(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.

(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,


                                       8

<PAGE>

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.

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.

                                    9
<PAGE>



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.

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


                                       10

<PAGE>


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, Justine Daniels.  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.

(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.


                                  11
<PAGE>


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.

At the Company's annual shareholder meeting held on December, 19, 2001,
the shareholders elected two board of directors to serve a one-year term,
until the next annual shareholders' meetings and they ratified the appointment
of the Company's accountant, G. Brad Beckstead, CPA.


                                    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.

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

The approximate number of holders of record of common stock as of December 31,
2001 was approximately forty-two (42).

(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.

As of December 31, 2001, the Company has 1,515,000 shares of common stock
issued and outstanding held by approximately 42 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 during calendar year 2001.

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, 2001, 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 $775 in revenues.
This was entirely from a test program, which was later abandoned. The Company
does not expect to generate any significant revenues over the next
approximately to twelve (12) months.  During calendar year, 2001, the Company
experienced net losses $12,645.  The bulk of these expenses ($10,041) were for
general and administrative costs, primarily accounting fees and filing fees, the
remaining expenses ($2,604) was amortization expense.  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.  As of December 31,
2000, the Company has 1,515,000 shares of common stock issued and outstanding
held by approximately 42 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,
2001.  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, 2001 AND 2000

                                      AND

                             STATEMENTS OF INCOME,
                     CHANGES IN STOCKHOLDERS' EQUITY, AND
                                  CASH FLOWS
                                FOR THE PERIOD
                       MARCH 1, 1999 (DATE OF INCEPTION)
                                    THROUGH
                               DECEMBER 31, 2001


<PAGE>





                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

TABLE OF CONTENTS


                                                                   PAGE
<S>                                                                <C>
Independent Auditor's Report                                       F-1

Balance Sheet                                                      F-2

Income Statement                                                   F-3

Statement of Changes in Stockholder's Equity                       F-4

Statement of Cash Flows                                            F-5

Notes to Financial Statements                                      F-6-9

</TABLE>

<PAGE>

G. BRAD BECKSTEAD
CERTIFIED PUBLIC ACCOUNTANT
                                                          330 E. Warm Springs
                                                          Las Vegas, NV 89119
                                                                 702.257.1984
                                                           702.362.0540 (fax)

                         INDEPENDENT AUDITOR'S REPORT


March 6, 2002

Board of Directors
eClic, Inc.
Las Vegas, NV

I have audited the Balance sheets of eClic, Inc. (a Nevada corporation)
(a Development Stage Company), as of December 31, 2001 and 2000, and the
related Statements of Income, Changes in Stockholder's Equity, and Cash
Flows for the years then ended, and for the period March 1, 1999 (Date of
Inception) to December 31, 2001.  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.

I conducted my audit in accordance with generally accepted auditing standards
in the United  States.  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
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.  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 eCLIC, Inc., (A Development
Stage Company), as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years then ended, and for the period
March 1, 1999 (Date of Inception) to December 31, 2001 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 5 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations.  This raises substantial doubt about its
ability to continue as a going concern.  Management's plan in regard to these
matters are also described in Note 5.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ G. Brad Beckstead
----------------------
G. Brad Beckstead, CPA


                                      F-1

<PAGE>

                                    ECLIC, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                                   BALANCE SHEET

<TABLE>
<CAPTION>

BALANCE SHEET

                                                  DECEMBER 31,   DECEMBER 31,
                                                      2001           2000
                                                  ------------   ------------
<S>                                               <C>            <C>
ASSETS
Current assets:
   Cash                                           $     28,343   $     28,383
                                                  ------------   ------------

       Total current assets                             28,343         28,383
                                                  ------------   ------------

Fixed assets:
   Website development costs, net                            -          8,669
                                                  ------------   ------------
                                                             -          8,669
                                                  ------------   ------------

                                                  $     28,343   $     47,052
                                                  ============   ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Stockholders' Equity:
   Preferred stock, $0.001 par value, 5,000,000
      shares authorized, zero shares issued and
      outstanding                                            -              -

   Common stock, $0.001 par value, 20,000,000
      shares authorized, 1,515,000 shares
      issued and outstanding at
      12/31/01 and 12/31/00, respectively                1,515          1,515
   Additional paid-in capital                           80,338         80,338
   (Deficit) accumulated during development stage      (53,510)       (34,801)
   Less:  Treasury stock                                 5,500          5,000
                                                  ------------   ------------
                                                        28,343         47,052
                                                  ------------   ------------

                                                  $     28.343   $     47,052
                                                  ============   ============

</TABLE>

                                     F-2

<PAGE>


                                     ECLIC, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                              STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                                                                March 1, 1999
                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2001         2000           2001
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Revenue                              $        -   $        -   $          776
                                     ----------   ----------   --------------

Expenses:
   Amortization expense                   2,604        2,597            6,936
   General administrative expenses       10,041       10,715           37,635
   Impairment loss                        6,065            -            6,065
   Research and development expense           -            -            3,650
                                     ----------   ----------   --------------
      Total expenses                     18,710       13,312           54,286
                                     ----------   ----------   --------------

Net (loss)                           $ (18,710)   $ (13,312)   $     (53,510)
                                     ==========   ==========   ==============

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

(Loss) per share -
   Basic and fully diluted           $   (0.01)   $   (0.01)   $       (0.04)
                                     ==========   ==========   ==============


</TABLE>

                                        F-3

<PAGE>
                                  ECLIC, INC.
                         (A Development Stage Company)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



<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
                      =========  ======  =========  =========== =============

</TABLE>

                                       F-4

<PAGE>

                                   ECLIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                                                March 1, 1999
                                                                (inception)to
                                               December 31,      December 31,
                                           --------------------
                                             2001       2000        2001
                                           ---------  --------- -------------
<S>                                        <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                 $(18,710)  $(13,312) $    (53,510)
Adjustments to reconcile net (loss) to
  net cash (used) by operating activities:
    Amortization                               2,604      2,597         6,936
    Impairment loss                            6,065          -         6,065
    Rounding                                       1          1           (1)
                                           ---------  --------- -------------
Net cash (used) by operating activities     (10,040)   (10,714)      (40,510)
                                           ---------  --------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Development of website                           -          -      (13,000)
                                           ---------  --------- -------------
Net cash provided (used) by investing
  activities                                       -          -      (13,000)
                                           ---------  --------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                        -     30,000        81,853
                                           ---------  --------- -------------
Net cash provided by financing activities          -     30,000        81,853
                                           ---------  --------- -------------
Net (decrease) increase in cash             (10,040)     19,286        28,343
Cash - beginning                              38,383     19,097             -
                                           ---------  --------- -------------
Cash - ending                              $  28,343  $  38,383 $      28,343
                                           =========  ========= =============

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

</TABLE>

                                     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.



                                     F-6

<PAGE>



                                  ECLIC, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                     NOTES

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, 2001 and
2000.

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, 2001 and 2000.

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, 2001 and 2000.  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, 2001 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 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
---------------------
The  FASB  recently  issued  Statement  No.  137,  "Accounting  for
Derivative Instruments and Hedging Activities-Deferral of Effective Date of
FASB Statement No. 133".   The  Statement  defers  for  one  year  the
effective date of FASB Statement  No.  133,  "Accounting  for  Derivative
Instruments   and   Hedging Activities".   The  rule  now  will  apply to all
fiscal quarters of all fiscal years beginning after June 15, 2000.   In  June
1998, the FASB issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."   The Statement will require the
company to  recognize all derivatives on the balance
sheet at fair value.  Derivatives that are  not hedges must be adjusted to
fair value through income, if the derivative is a  hedge, depending on the
nature of the  hedge,  changes in the fair value of derivatives  will  either
be  offset against the change  in  fair  value  of the hedged assets,
liabilities, or firm commitments through earnings or recognized  in other
comprehensive income until the  hedged  item  is recognized in earnings.  The
ineffective  portion  of  a derivative's change  in  fair value will be
immediately recognized in earnings. The company does not expect SFAS No. 133
to have a material impact on earning s and financial position.

In  December  1999,  the Securities  and  Exchange  Commission  released
Staff Accounting Bulletin No.  101,  Revenue Recognition in Financial
Statements (SAB No.  101),  which  provides  guidance  on  the  recognition,
presentation  and disclosure of revenue in financial  statements.  SAB No.
101 did not impact the company's revenue recognition policies.

                                     F-7

<PAGE>

                                  ECLIC, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                     NOTES


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  securites  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.

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, 2001, the Company has a net operating loss carryforward
of approximately  $47,000  for  tax  purposes,  which  will be available to
offset future taxable income.  If not used, this carryforward will expire in
2021. The deferred tax asset relating to the operating loss carryforward of
approximately $16,000 has been fully reserved at December 31, 2001.


                                     F-8

<PAGE>



                                  ECLIC, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                     NOTES


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.

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.

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-9


<PAGE>

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


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

On March 20, 2000, 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:"

During the two most recent fiscal years and any subsequent interim period
preceding the dismissal of David Coffey, CPA, its former accountant, there
were no disagreements between the Company and David Coffey, CPA on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to make reference
to the subject matter of the disagreements(s) in connection with its reports.

On March 15, 2000 the Registrant engaged G. Brad Beckstead, CPA as its
principal accountant to audit the Registrant's financial statements as
successor to David Coffey.  During the Registrant's two most recent fiscal
years or subsequent interim period, the Registrant has not consulted G. Brad
Beckstead, CPA 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 G. Brad Beckstead, CPA 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
G. Brad Beckstead, CPA on any matter that was the subject of a disagreement
or a reportable event.


                                      18
<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>
Justine M. Daniels           33              President, CEO
                                             Chief Financial Officer and
                                             Director

Skyelan Rose                 42              Secretary and Director


</TABLE>

B.  Work Experience

As President and CEO of eClic, Inc., Justine M. Daniels has organized and
formed the company.  Justine M. Daniels is a single female, born in Sioux
Falls, SD.  She has an AA Degree from Career Institute of Omaha, Nebraska.
She has a BS Degree from National College of Business, Sioux Falls, South
Dakota.  She has extensive experience in the restaurant/nightclub business.
She started her career in South Dakota, Embers Restaurant.  A subsequent
career opportunity took her to the Metropolitan Phoenix, Arizona area.  She
handled staff training at Bobby McGee's Restaurant/nightclub, where she was
instrumental in increasing efficiencies for this establishment.  She brings
to eClic, Inc., restaurant work experience in service and customer relations;
she does not have any past experience in setting up a Web Site or e-Commerce
business.

                                     19
<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.

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, 2001.
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, 2001.  The Company does have employment
agreements in place with each of its officer.

<TABLE>
<CAPTION>
                                                Annual
Name                            Position        Compensation     Bonus
----------------------------    ---------       ------------     -----
<S>                             <C>             <C>              <C>
Justine M. Daniels              President       $ 0              None

Skyelan Rose                    Secretary       $ 0              None


</TABLE>

                                    20
<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, 2001, 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      Name & Address                     Amount of        Percent
of         of Beneficial                      shares           of
Class      Owner of Shares       Position     held by Owner    Class
------     ---------------       --------     -------------    -------
<S>        <C>                   <C>          <C>              <C>


Common   Justine M. Daniels(1)   Chairman/    1,000,000        79.63%
                                 CEO

None     Skyelan Rose(1)         Secretary/           0         0.00%
                                 Director
---------------------------------------------------------------------

All Executive Officers and
    Directors as a Group (2 persons)          1,000,000        79.63%

</TABLE>

(1) c/o eClic, Inc. 8555 W. Sahara, Suite 130, Las Vegas, NV  89117

B.  Persons Sharing Ownership of Control of Shares

No person other than Justine M. Daniels, 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.

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.

                                       21
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution and ratification of the shareholders, the Company
hired the professional services of G. Brad Beckstead, CPA, Certified Public
Accountant, to perform audited financials for the Company.  Mr. Beckstead owns
no stock in the Company.  The company has no formal contracts with its
accountant, he is 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.

By Corporate Resolution, the Company hired the services of Stude's, L.L.C.
and MQ Holdings, Inc.  Stude's, L.L.C., an Arizona Limited Liability
Company was hired to handle the filing of Company documents, e.g., Articles
of Incorporation and this Registration.  Stude's, L.L.C. is a registered
filing agent with the SEC (CIK#0001079372).  The Company does not have any
formal contract with Stude's, L.L.C. and pays this L.L.C on a fee for service
basis.  Its fees are below customary industry standards.   The sole managing
member of Stude's, L.L.C. is T. J. Jesky.  He is also the Resident Agent of
the Company.  He beneficially owns four thousand six hundred (4,600) shares of
Common Stock, purchased during the offering period at $0.10 (ten cents) per
share.  This represents 0.0031 of the outstanding shares.  He has three
family members who also purchased Common Stock during the offering period at
$0.10 (ten cents) per share.  Collectively, these other family members
purchased two thousand two hundred (2,200) shares (0.0015) of the outstanding
stock in the Company.  Together all related family members own six thousand
eight hundred (6,800) shares of Common stock, or 0.0045 of the outstanding
shares.  This represents less than one-half of one percent of the Company.

The Company also hired the services MQ Holdings, Inc., a Nevada Corporation,
to prepare the offering document.  Its fees are below customary industry
standards.  The Company does not have any formal contract with MQ Holdings
and pays this company on a fee for service basis.  MQ Holdings, Inc. is
run by Mark DeStefano, who purchased four thousand (4,000) shares (0.0027)
of Common Stock during the public offering at $0.10 (ten cents per share).
Ed DeStefano, the father of Mark DeStefano, purchased one thousand (1,000)
shares (0.0007) of Common Stock in the Company which he purchased at $0.10
(ten cents) per share during this offering period.  Their total holdings
in eClic, Inc., Common Stock represent one-third of one percent (0.0033)
of the outstanding shares.


                                      22
<PAGE>


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

(a)  EXHIBITS.

The following documents are included or incorporated by reference as exhibits
to this report:

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  ----------------------------------------------------------------------
(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Articles of Incorporation of the Company Filed March 1, 1999(1)

  3.2    By-Laws of the Company adopted March 2, 1999(1)

(4)      INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

  4.1    Facsimile of specimen common stock certificate(1)

(10)     Material Contracts

  10.1   Employment Agreement with J. M. Daniels(1)

  10.2   Employment Agreement with Skyelan Rose(1)

(23)     CONSENT OF EXPERTS AND COUNSEL

  23.1  Letter of Consent from David Coffey, CPA(1)

  23.2  Letter of Consent from G. Brad Beckstead(2)
----------
(1)  Previously filed as an exhibit to our registration statement on Form 10-SB
     (the "Registration  Statement"), which was filed on May 24, 1999, and
     incorporated herein by reference.

(2)  This filing.
                                      23
<PAGE>

(b)  REPORTS ON FORM 8-K

The Company filed a Current Report dated March 20, 2000 on Form 8-K
containing information pursuant to Item 4 ("Changes in Accountants")
entitled "Changes in Registrant's Certifying Account."  (See Item 8 above,
entitled, "Changes in and Disagreements with Accountants on Accounting)

                                        31
<PAGE>

                                   SIGNATURES

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

Date:  April 2, 2002                      eClic, Inc.

                                     By:  /s/ Justine M. Daniels
                                          -----------------------
                                          Justine M. Daniels
                                          President, Chief Executive Officer



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

Date:  April 2, 2002                      eClic, Inc.

                                     By:  /s/ Skyelan Rose
                                          -----------------------
                                          Skyelan Rose
                                          Secretary


                                    24

<PAGE>