SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-KSB
 
 [X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
 1934
 
 For the fiscal year ended 2003
 
 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1943
 
 For the transition period from ___________________ to ___________________
 
 Commission file number: 0-28219
 
 NATIONS RX, INC.
 
 (Name of small business issuer in its charter)
       Nevada                                                                                                                                    91-1766849
 (State or other jurisdiction of                                                                                            (I.R.S Employer
 incorporation or organization)                                                                                           Identification No.)
   27 Oakmont Drive, Rancho Mirage, California                                                                           92270
 (Address of principal executive offices)                                                                              (Zip Code)
 
 
 Issuer's telephone number: (760) 328-8988
 
 Securities registered under 12(b) of the Exchange Act: None
 
 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 there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B icontained 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. [X]
 
 State issuer's revenues for its most recent fiscal year: $1,073.00
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: As of April 13th, 2003, the aggregate market value of shares held by non-affiliates (based on the close price on that date $.15) was $3,203148.
 
 State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date: 21,354,321 as of May 16th, 2004.
 
 This form 10KSB contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management's expectations as of the date hereof, and the Company does not undertake any responsibility to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of factors set forth in this Form 10KSB (including those sections hereof incorporated by reference from other filings with the Securities and Exchange Commission), in particular as set forth in "Business Risks" under Item 1 and set forth in the "Management's Discussion and Analysis" under Item 6.
 
 ITEM 1. DESCRIPTION OF BUSINESS
 
 1
 
 Business Development.
 -------------------------
 
 NationsRx, Inc. ("Company" or the "Registrant") was incorporated on January 27, 1997 in the State of Nevada as Eclipse Entertainment Group, Inc. The Company changed its name to NationsRx, Inc. on April 29 th , 2003 to and has restructured itself to begin operating as a pharmaceutical healthcare services organization that provides a broad array of innovative pharmacy benefit related products and services. The Company currently has no employees, other than the officers and directors. The officers and directors handle the business activities of the Company.
 
 Business of the Company.
 ---------------------------
 
 a) Pharmacy Benefit Management (PBM)
  The Registrant entered into an Exclusive Licensing Agreement dated April 6th, 2003 between Registrant and NationsRx, Inc., a California private Company (herein "NationsRx California"), whereby Nations Rx California received 1,500,000 shares of Class A Preferred stock with 6 to 1 voting and conversion rights in exchange for the exclusive license to use and operate all the assets and business enterprise of Nations Rx California. Also as a continuing license fee, Registrant shall also pay NationsRx California a further 150,000 Class A Convertible Preferred shares, for each $5 million in cumulative Net Revenue derived by Registrant from the use of the Business model by Registrant or its Sub Licensee's. Registrant shall also pay NationsRx California as a continuing license fee, a sum equal to two percent (2%) of the Net Revenue derived by Registrant from the use of the Business model by Registrant or its Sub Licensee's, on an annual basis. The Board of the Registrant formally transferred control of the Registrants operations as a result of this transaction on July 1 st , 2003 and as of that day Mr. David Rykbos, controlling shareholder of NationsRx California became the President and a Director of the Registrant.
 
 Through this agreement the Registrant has restructured itself to begin operating as a pharmaceutical healthcare services organization that provides a broad array of innovative pharmacy benefit related products and services to healthcare consumers, client organizations (health plans, self-insured employers, unions, government agencies and third-party administrators) and the pharmaceutical manufacturer industry.
 The Registrant differentiates itself from similar organizations by assuming a cooperative agent position rather than the traditional adversarial vendor role. The Registrant will pass its preferred pricing directly and seamlessly to its clients in exchange for a small management fee. In this way, the Registrants clients will receive the absolute lowest prices for all their drug products and achieve significant savings. The Registrant will be working directly for its clients.
 
 During the period the Registrant entered into a Joint Marketing Agreement with I-trax Health Management Solutions, Inc., a Delaware corporation ("I-trax"), located at One Logan Square, Suite 2615, 130 N. 18th Street, Philadelphia, Pennsylvania 19103. I-trax enables a new generation of disease management through its unique personalized health management solutions, which reduce the cost of care while improving the health of populations. I-trax provides the only integrated, end-to-end health management solutions available today. Utilizing a common data platform, the Medicive® Medical Enterprise Data System, I-trax solutions enable true coordination of care through the utilization of shared records by all caregivers. These solutions have been tested and proven in real-world settings including Walter Reed Army Healthcare System, Office of Attending Physician, US Congress, the Pentagon, Aetna, MedCost, Alegent Health, Presbyterian Health Plan, CalOptima and Los Angeles County-USC Medical Center. I-trax is headquartered in Philadelphia, Pennsylvania and maintains its Care Communications Center in Omaha, Nebraska. More information is available at http://www.i-trax.com.
 
 During the period the Registrant also entered into a Master Sales Associate Agreement with Medstrong International Corporation a Delaware corporation, with its principal office located at 500 Silver Spur Road, Third Floor, Rancho Palos Verdes, California 90274. MedStrong International Corporation has developed a comprehensive database to store and transfer patient health information in a secure environment and the software necessary to transfer the information over the Internet allowing for data retrieval. In addition, MedStrong's offering addresses both the emergency and catastrophe segment of healthcare, as well as daily, convenient use through the availability of health information anytime, anywhere in the world. The Company's membership programs can be reviewed on their Web site at www.medstrong.com. MedStrong provides consumers the ability to store and have access to or authorize another individual to have access to his or her health information at any time from anywhere that has Internet access. MedStrong intends this service to provide a consumer with the benefit of having all of his or her health information in one place so that any attending emergency doctor may access the information when seconds count. This will enhance the quality of patient care in doctors' offices and in emergency rooms across the country and allow doctors to obtain patient health information, when authorized, through the Internet.
 
 During the period the Registrant also entered into a Master Sales Associate Agreement with DoctorSavings, Inc a California Limited Liability Corporation, with its principal office located at 13905 San Sebastian Way, Poway, CA 92064. The Doctor$avings Healthcare Card provides individuals and families access to significant savings on a wide range of healthcare procedures and services. Users receive preferred savings of up to 60% off providers' normal rates - savings that are typically only available to large insurance companies are now available to you.
 
 Each enrolled member is provided with a convenient Doctor$avings Healthcare Card. Your membership card can be used to access the ppo contracted rate with their network of physicians and facilities simply by presenting your membership card at the point of care. To access hospital savings, and physician savings in conjunction with a hospital procedure, pre-certification and guarantee of payment are required.
 
 The Doctor$avings Healthcare Card can be used in addition to your existing insurance plan, providing you savings on procedures insurance does not cover. The Doctor$avings Healthcare Card provides users without insurance you drastic savings on traditional care such as doctor's office visits, prescriptions and dental care. The versatile benefit is customized to meet your healthcare needs. Additionally DoctorSavings will also be using the NationsRx PBM services as the prescription portion of their healthcare card offering.
   2
  
 Through the use of external Joint Marketing Agreements and Master Sales Associate Agreements, the registrant was attempting to maximize distribution channels for their core products and services while minimizing internal fixed costs of operation.
 
 The Registrant tried to combine its clinical expertise, integrated data management platform and therapeutic fulfillment capabilities to serve the pharmacy related needs of each of its customers and clients as identified by its associates and joint marketing partners. The Registrants core program included the design and management of customized pharmacy related services geared towards assisting clients and consumers effectively manage escalating prescription drug costs while optimizing clinical outcomes.
 
 During the period the Registrant also entered into an exclusive licensing agreement with The Niseda Group, Inc. to market their portfolio of healthcare supply chain solutions. The portfolio was to be marketed by Nations Rx as NationsRx Advisors. However this transaction was not consumated as a result of the termination by NationsRx, Inc., the California private Company of their license agreement with the Company as a result of the non performance by the Company of certain terms of the license and the resignation of Mr. Rykbos as the President and a Director to pursue other business activities.
 
 The Company continues to market a self activating pharmacy benefit card provided under a Sales Associate Agreement with NationsRx Inc. (California) which allows the holders to instantly achieve significant savings on all their prescriptions at over 55,000 member pharmacies. The pharmacy card allows insured and non insured consumers to achieve significant savings on their prescriptions instantly and manage escalating prescription drug costs.
 
 
 b) Computer Device
 The Registrant entered into a Closing/Common Stock Purchase Agreement dated December 31, 2002 between registrant, TerraStar Marketing Inc., and the sole shareholder of this company, TerraStar Data Corp. to acquire all the issued and outstanding shares of TerraStar Marketing Inc. in exchange for 3,000,000 shares of Class A Preferred stock with 6 to 1 voting and conversion rights. Prior to becoming effective this Closing/Common Stock Purchase Agreement was amended by a Revision/Licensing agreement dated April 15 th , 2003 which provides that the Closing/Common Stock Purchase Agreement will be amended such that the Registrant will now acquire only the exclusive license to market the Computer Device technology in the Pharmaceutical sub-vertical market and a non exclusive license to market the Computer Device technology in all other medical markets. The obligation of the Registrant to fund the ongoing development of the technology by TerraStar Data Corp. was also amended to reduce the $3,000,000 obligation to $150,000 or 150,000 Class A Convertible Preferred shares. The consideration payable has also been amended from 3,000,000 shares of Class A Preferred stock with 6 to 1 voting and conversion rights to TerraStar Data Corp to 1,500,000 shares of Class A Preferred stock with 6 to 1 voting and conversion rights to TerraStar Marketing Inc.
 
 TerraStar Marketing Inc. (a Nevada Company) owned the exclusive license to market a task specific hardware/Open Source Software based computer requiring no special configuration or software installation (herein the "Computer Device"), which it acquired from TerraStar Data Inc. (a Nevada Company). The Computer Device was designed, built and developed by TerraStar Data Inc. The Computer Device has been designed to provide computer users in specialty markets with a versatile, secure and re-configurable alternative to the standardized PC. The Devices constantly upgraded "software and applications package" includes an extensive suite of popular software applications pre-loaded in an all in one PC device. The existing software applications of the Computer Devices have now been integrated with the supporting Internet based portal and demonstration services suites and are now operational. The Internet based portal and services suites are designed to be custom configured for each market as determined by the requirements of the marketing license holder and its clients. Development on the Computer Device production prototypes in either a PC or a laptop configuration is nearing completion and TerraStar Marketing Inc. will provide beta units in limited quantities to customers of its marketing license holders beginning in November 2003. Subsequently Terrastar agreed with the Registrant and NationsRx, Inc. (California) that it would transfer its 1,500,000 shares to NationsRx, Inc. (California) and that TerraStar Marketing would retain all rights to the technology and the Registrant would have no further rights to the technology and would be forgiven any and all payments due under the previous license agreement..
 
 The Registrant utilizes the services of its Officers and Directors and experienced industry consultants to conduct business.. As of July 1 st , 2003 Mr. David Rykbos was appointed President and Director. Since that date and until his resignation on December 19 th , 2003 Mr. Rykbos had filled all the operational corporate positions and has negotiated agreements with partners and associates to assist in implementing the NationsRx Pharmacy Benefit Management operational strategy. Since that date the Company has been attempting to negotiate sales agreements for the prescription benefit card and to acquire new and related businesses. Additionally the Company has been attempting to negotiate financing with which to continue its business operations. Without additional financing the Company will not be able to pursue any further business ventures.
 
 Over the last twelve months, in an effort to create a successful business model for the Registrant management has taken the steps described above. Management and the Registrant have implemented the plans and actions associated with the acquisitions described above.
 
 Management of the Registrant responded to the lack of sales revenue with the termination of all previous business activities, restructuring debt and limited targeted marketing efforts related to the new prescription benefit card business model. Management has also decided not to hire a direct sales force and has instead chosen to work with organizations that can provide a sales force to the registrant without an ongoing cash outlay. Management believes provided the Company receives a capital injection, that cash flow from operations related to the new business model, which is projected to grow substantially in the next quarter, will be sufficient to allow the Registrant to continue in business in 2004 and beyond.
   3
   ADDITIONAL INFORMATION
 
 We are subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, will file reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549; Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; 7 World Trade Center, New York, New York, 10048; and 5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. For further information, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding reporting companies at (http://www.sec.gov).
 
 BUSINESS RISKS
 
 ONLY LIMITED PRIOR OPERATIONS.
 
 The Company has only limited operations. The Company's principal activities to date have been limited to production of one film and its operations throughout the year as a Prescription Benefit Management organization and now prescription benefit card sales organization, it has a limited record of any revenue-producing operations in any of its activities. At this time there is no basis for the assumption that the Company will be able to achieve its business plans. In addition, the Company has only limited assets. As a result, there can be no assurance that the Company will generate significant revenues in the future; and there can be no assurance that the Company will operate at a profitable level. If the Company continues to be unable to obtain customers and generate sufficient revenues so that it can profitably operate, the Company's business will not succeed.
 
 NEED FOR ADDITIONAL FINANCING MAY AFFECT OPERATIONS.
 
 Current funds available to the Company will not be adequate for it to be competitive in the areas in which it intends to operate. Therefore, the Company will need to raise additional funds in order to fully implement its business plan. The Company will attempt to raise approximately $1,000,000 in additional funds over the next 12 months through private placements. However, there can be no assurance that the Company will be successful in raising such additional funds. Regardless of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuance of stock in lieu of cash.
 
 The Company's continued operations therefore will depend upon its ability to raise additional funds through bank borrowings, equity or debt financing. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities.
 
 If additional shares are issued to obtain financing, current shareholders may suffer a dilutive effect on their percentage of stock ownership in the Company.
 
 A large portion of the Company's financing to date has been through the issuance of shares or through equity financing with share based collateral. There can be no assurances that the Company will become self sufficient. Therefore, the Company may continue to issue shares to further the business, and existing shareholders may suffer a dilutive effect on the price of their shares as well as a loss of voting power in the Company.
 
 SUBSTANTIAL COMPETITION.
 
 The Company may experience substantial competition in its efforts to locate and attract customers for its products. Many competitors in the prescription benefit card industry have greater experience, resources, and managerial capabilities than the Company and may be in a better position than the Company to obtain access to attractive products. There are a number of larger companies which will directly compete with the Company. Such competition could have a material adverse effect on the Company's profitability or viability.
 
 OTHER EXTERNAL FACTORS MAY AFFECT VIABILITY OF COMPANY.
 
 The prescription benefit card industry in general is a speculative venture necessarily involving some substantial risk. There is no certainty that the expenditures to be made by the Company will result in commercially profitable business. The marketability of its products will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, and the general state of the economy (including the rate of inflation, and local economic conditions), which can affect peoples' healthcare spending. Factors which leave less money in the hands of potential customers of the Company will likely have an adverse effect on the Company. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.
 
 CONTROL OF THE COMPANY BY OFFICERS AND DIRECTORS OVER AFFAIRS OF THE COMPANY.
 
 The Company's officers and directors beneficially own approximately 29.96% (see "Security Ownership of Certain Beneficial Owners and Management") of the outstanding shares of the Company's common stock. As a result, such persons, acting together, have the ability to exercise significant influence over all matters requiring stockholder approval. Accordingly, it could be difficult for the investors hereunder to effectuate control over the affairs of the Company. Therefore, it should be assumed that the officers, directors, and principal common
 
 4
 
 shareholders who control these voting rights will be able, by virtue of their stock holdings, to control the affairs and policies of the Company.
 
 SUCCESS OF COMPANY DEPENDENT ON MANAGEMENT.
 
 The Company's success is dependent upon the hiring and retention of key personnel. None of the officers or directors has any employment or non-competition agreement with the Company. Therefore, there can be no assurance that these personnel will remain employed by the Company. Should any of these individuals cease to be affiliated with the Company for any reason before qualified replacements could be found, there could be material adverse effects on the Company's business and prospects.
 
 In addition, all decisions with respect to the management of the Company will be made exclusively by the officers and directors of the Company. Investors will only have rights associated with minority ownership interest rights to make decisions which affect the Company. The success of the Company, to a large extent, will depend on the quality of the directors and officers of the Company. Accordingly, no person should invest in the Shares unless he is willing to entrust all aspects of the management of the Company to the officers and directors.
 
 CONFLICTS OF INTEREST MAY AFFECT INDEPENDENCE OF OFFICERS AND DIRECTORS.
 
 The officers and directors have other interests to which they devote time, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on boards of directors, and each will continue to do so notwithstanding the fact that management time may be necessary to the business of the Company. As a result, certain conflicts of interest may exist between the Company and its officers and/or directors which may not be susceptible to resolution.
 
 In addition, conflicts of interest may arise in the area of corporate opportunities which cannot be resolved through arm's length negotiations. All of the potential conflicts of interest will be resolved only through exercise by the directors of such judgment as is consistent with their fiduciary duties to the Company. It is the intention of management, so as to minimize any potential conflicts of interest, to present first to the Board of Directors to the Company, any proposed investments for its evaluation.
 
 LIMITATIONS ON LIABILITY, AND INDEMNIFICATION, OF DIRECTORS AND OFFICERS MAY RESULT IN EXPENDITURES BY THE COMPANY.
 
 The Company's Articles of Incorporation include provisions to eliminate, to the fullest extent permitted by the Nevada Revised Statutes as in effect from time to time, the personal liability of directors of the Company for monetary damages arising from a breach of their fiduciary duties as directors. The By-Laws of the Company include provisions to the effect that the Company may, to the maximum extent permitted from time to time under applicable law, indemnify any director, officer, or employee to the extent that such indemnification and advancement of expense is permitted under such law, as it may from time to time be in effect. Any limitation on the liability of any director, or indemnification of directors, officer, or employees, could result in substantial expenditures being made by the Company in covering any liability of such persons or in indemnifying them.
 
 ABSENCE OF CASH DIVIDENDS.
 
 The Board of Directors does not anticipate paying cash dividends on the common stock for the foreseeable future and intends to retain any future earnings to finance the growth of the Company's business. Payment of dividends, if any, will depend, among other factors, on earnings, capital requirements and the general operating and financial conditions of the Company as well as legal limitations on the payment of dividends out of paid-in capital.
 
 NO CUMULATIVE VOTING.
 
 Holders of the shares of the preferred or common stock of the Company are not entitled to accumulate their votes for the election of directors or otherwise. Accordingly, the holders of a majority of the shares present at a meeting of shareholders will be able to elect all of the directors of the Company, and the minority shareholders will not be able to elect a representative to the Company's board of directors.
 
 NO ASSURANCE OF CONTINUED PUBLIC TRADING MARKET; RISK OF LOW PRICED SECURITIES.
 
 Since June 27, 1997, there has been only a limited public market for the common stock of the Company. The common stock of the Company is quoted on the Over the Counter Bulletin Board. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of the Company's securities. In addition, the common stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 ("Reform Act") requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the U.S. Securities and Exchange Commission, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions), including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith. The regulations governing low- priced or penny stocks sometimes limit the ability of broker- dealers to sell the Company's common stock and thus, ultimately, the ability of the investors to sell their securities in the secondary market.
 
 EFFECTS OF FAILURE TO MAINTAIN MARKET MAKERS.
 
 
 5
  
 If the Company is unable to maintain a National Association of Securities Dealers, Inc. member broker/dealers as market makers, the liquidity of the common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market. There can be no assurance the Company will be able to maintain such market makers.
 
 ITEM 2. DESCRIPTION OF PROPERTY
 
 The Company currently rents its offices under a month to month lease for $2,500 per month from Globestar Capital Inc. The Company has approximately $5,000 worth of office furniture and equipment at this location.
 
 ITEM 3. LEGAL PROCEEDINGS
 The Company is not presently a party to any litigation, nor to the knowledge of management is any litigation threatened against the Company, which would materially affect the Company with the exception of litigation whereby the Company and some of its former and current officers have been named as defendants in a civil lawsuit, in which a former consultant to the Company is seeking general and compensatory damages in excess of $1,000,000. The former consultant alleges that the Company failed to pay his fees and reimburse him for his out-of-pocket expenses while working for the Company. The Company is vigorously defending this suit and believes it to be without merit. The lawsuit has been ordered to mediation with the mediation to be completed by May 26, 2004. Additionally the Company was named in a lawsuit for non payment of attorneys fees. The Plaintiff in the suit has obtained a mediation award against the Company in the amount of $15,561. This amount includes the original fees, plus attorneys fee for the suit, costs, and interests. The Company has settled the lawsuit by agreeing to pay $1,000 per month until the outstanding amount has been fulfilled.
 .
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of our fiscal year ended December 31, 2003.
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
 Our Common Stock is traded in the over-the-counter securities market through the National Association of Securities Dealers Automated Quotation Bulletin Board System, under the symbol "ECLE". The following table sets forth the quarterly high and low bid prices for our Common Stock as reported by the Pink Sheets, LLC. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
 
 
 Closing Ask                                                Closing Bid
-----------                                                        -----------
Date                                                         High      Low                                                High     Low
----                                                          ----        ---                                                     ----        ---

2003

Jan 2 thru
Mar 29                                                     .17       .02                                                   .16          .01

Apr 1 thru
June 30                                                    .18       .08                                                   .16          .06

July 1 thru
Sept 30                                                     .85      .10                                                    .75         .08

Oct 1 thru
Dec 31                                                      .60      .10                                                    .55         .08
 
 
 
 As of May 13, 2004, we had approximately 87 stockholders of record (not including shares held by brokers or in street name) of the 21,354,321 shares outstanding. We have never declared or paid dividends on our Common Stock.
 
 We intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of the Board of Directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.
 
  6
  
 SALES OF UNREGISTERED SHARES
 
 During the fiscal year ended December 31, 2003, we sold securities that were not registered under the Securities Act of 1933 were as follows:
 
 In April 2003, we issued 1,500,000 shares of our preferred stock to acquire an exclusive business license from NationsRx, Inc. in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act.
 
 In April 2003, we issued 1,500,000 shares of our preferred stock to acquire an exclusive business license from Terrastar Marketing Inc. in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act.
 
 From July 2003 to August 2003, we sold 2,000,000 shares of common stock for net proceeds of $240,000 to 17 purchasers, in reliance upon the exemption from registration contained in Rule 506 of Regulation D.
 
 None of the transactions involved any underwriters or underwriting discounts or commissions. All of the purchasers were deemed to be sophisticated financially and with regard to an investment in our securities.
 
 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 BUSINESS STRATEGY
 
 The overall strategic plan for the Company was to generate sufficient profits from its operations as a pharmaceutical healthcare services organization providing a broad array of innovative pharmacy benefit related products and services. As a result of the termination of the Companys exclusive license to these products and the limited marketing license for prescription benefit cards remaining, the Company has been looking for new related products as well as seeking ways to market the new card based products. Until such time as the Company receives new financing the Company will not be expending further funds to expand its operations and will instead focus upon generating revenue from the prescription benefit cards and securing a new business or direction for the Company.
 
 TWELVE MONTH PLAN OF OPERATION.
 
 For the period from the Registrant's inception through the period reported by this Form 10-KSB, there have been limited. Operating activities have been related primarily to establishing the management and operating infrastructure, as well as the distribution of the movie, Ancient Warriors and the sale of an array of pharmacy benefit products and services. The Registrant has terminated all distribution agreements pharmacy products in order to concentrate its efforts on generating revenue from sales of pharmacy benefit cards and in securing a new business or enterprise for the Company. There is no assurance that the Registrant will be successful in addressing these needs.
 
 GENERAL AND ADMINISTRATIVE EXPENSES
 
 General and administrative expenses consist of related general corporate functions, including marketing expenses, professional service expenses and travel. The Registrant expects general and administrative expenses to decrease as it limits its activities to promoting and marketing its pharmacy benefit cards. General and administrative expenses totaled $1,583,156  for the fiscal year ended December 31, 2003, as compared to $405,432.00 for the fiscal year ended December 31, 2002. This increase was due to the addition of unpaid salaries for senior management and consultants and costs associated with the marketing and sales of pharmacy benefit products.
 
 NET LOSS
 
 The Company incurred a net loss of $3,722,083 for the fiscal year ended December 31, 2003, as compared to net loss of $4,168,432 in the fiscal year ended December 31, 2002.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The Company's current liabilities exceed its current assets by a total of $489,731 for the fiscal year ended December 31, 2003. Additionally approximately $75,560 of the Companys accounts payable are currently past due. As of December 31, 2003, the Company had an accumulated deficit of $9,720,217.  This raises substantial doubt about the Company's ability to continue as a going concern.
 
 Film and marketing license costs represented a major component of the Registrant's former assets. The Registrant has been unable to generate any significant revenue from its film assets and marketing licenses and has treated them as impaired in the financial statements resulting in one-time charges of $3,425,735 and $2,340,000 respectively.
 
 The Registrant has entered into an agreement with its noteholders whereby they forgave the $3,709,575 currently owing to them by the Company. Pursuant to an agreement dated Dec 30th, 2002 see exhibit 10.3 whereby the Companys rights to the film were transferred to Eclipse Releasing and the investors in the film agreed to forgive the Companys obligations to them under their notes and received Preferred shares in Eclipse Releasing. The Preferred shares in Eclipse Releasing allow the investors to receive all proceeds from the film, less expenses, until their preferred shares are fully redeemed.
 
 Current funds available to the Company will not be adequate for it to be competitive in the areas in which it intends to operate. Therefore, the
 
 7
 
 Company will need to raise additional funds in order to fully implement its business plan. The Company will attempt to raise approximately $1,000,000 in additional funds during the next 12 months through a private placement. These monies will be used for pharmacy benefit card sales and general operating expenses. However, there can be no assurance that the Company will be successful in raising such additional funds. Regardless of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuance of stock in lieu of cash.
 
 ITEM 7. FINANCIAL STATEMENTS
 
 Financial statements as of and for the year ended December 31, 2003 are presented in Item 13 of this report
 
 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
 a) Dismissal of Previous Independent Accountants
 
 On April 10, 2003 Nations Rx, Inc. (the "Registrant") dismissed L.L. Bradford & Company LLC ("Bradford"), as its independent public accountants. The Registrant's Board of Directors participated in and approved the decision to dismiss Bradford.
 
 The reports of Bradford on the Registrant's financial statements for the two fiscal years ended December 31, 2001 and 2000 do not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles except that the report for the year ended December 31, 2001 included a paragraph on the uncertainty of the Registrant to continue as a going concern as follows:
 
 "The Company incurred a net loss of approximately $1,089,000 and $148,000 for the years ended December 31, 2001 and 2000, respectively, and current liabilities exceed current assets by approximately $3,062,000 as of December 31, 2001. The Company plans to earn revenue through the release of completed films during 2002. The Company will also seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
 
 The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern."
 
 During the preceding two fiscal years and through April 10, 2003, there were no disagreements between the Registrant and Bradford on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, which, if not resolved to Bradford's satisfaction, would have caused Bradford to make reference to the subject matter of the disagreements in connection with Bradford's report on the Registrant's financial statements.
 
 During the preceding two fiscal years and through April 10, 2003, there were no reportable events required to be disclosed pursuant to Item 304(a)(1)(v).
 
 Pursuant to Item 304(a)(3), on April 14, 2003, Bradford furnished the Registrant a letter addressed to the Securities and Exchange Commission stating it agrees with the statements made by the Registrant in response to Item 304(a).
 
 (b) Engagement of New Independent Accountants.
 
 Registrant then appointed Beckstead and Watts, LLP, as Registrant's independent accountants for the fiscal year ending December 31, 2003. The decision to accept the engagement of Beckstead and Watts, LLP was approved by the Audit Committee of the Board of Directors on April 10, 2003. Beckstead and Watts, LLP will be performing the annual audit of Registrants financial statements for the year ending December 31, 2002. Beckstead and Watts, LLP was engaged by Registrant on April 10, 2003.
 
 (c) Resignation of Previous Independent Accountants
 
 On Nov 24th, 2003 Nations Rx, Inc. (the "Registrant") received notice that Beckstead and Watts, LLP ("Beckstead") resigned as the Registrants principal auditor. The decision to change accountants was approved by the Audit Committee of the Board of Directors on December 19th, 2003.
 
 The report of Beckstead on the Registrant's financial statements for the fiscal year ended December 31, 2002 and the report of the Registrants previous auditor L.L. Bradford & Company, LLC for the fiscal year ended December 31, 2001 do not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles except that the report for the year ended December 31, 2002 included a paragraph on the uncertainty of the Registrant to continue as a going concern as follows:
 
 "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated a proven history of operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses through the year ended December 31, 2002 of $2,271,080. In addition, the Companys development activities
 
 8
 
 since inception have been financially sustained by capital contributions.
 
 The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating results. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities."
 
 During the preceding fiscal year and through November 24th, 2003, there were no disagreements between the Registrant and Beckstead on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, which, if not resolved to Becksteads satisfaction, would have caused Beckstead to make reference to the subject matter of the disagreements in connection with Beckstead's report on the Registrant's financial statements.
 
 During the preceding fiscal year and through November 24th, 2003, there were no reportable events required to be disclosed pursuant to Item 304(a)(1)(v).
 
 Pursuant to Item 304(a)(3), on January 5, 2004, Beckstead furnished the Registrant a letter addressed to the Securities and Exchange Commission stating it agrees with the statements made by the Registrant in response to Item 304(a).
 
 (d) Engagement of New Independent Accountants.
 
 Registrant has appointed HJ & Associates , LLC  50 South Main, Suite 1450, Salt Lake City, Utah 84144, as Registrant's independent accountants for the fiscal year ending December 31, 2003. The decision to change accountants and accept the engagement of HJ & Associates was approved by the Audit Committee of the Board of Directors on December 19th, 2003. HJ & Associates will be performing the annual audit of Registrants financial statements for the year ending December 31, 2003. HJ & Associates was engaged by Registrant on Dec 1st, 2003.
 
 
 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
 
 The names, ages, and respective positions of the directors, executive officers and key employees of the Company are set forth below. The directors named below will serve until the next annual meeting of the Company's stockholders or until their successors are duly elected and have qualified. Directors are elected for a one-year term at the annual stockholders' meeting. Officers will hold their positions at the will of the board of directors, absent any employment agreement, of which none currently exist or are contemplated. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs. There are no other promoters or control persons of the Company. There are no legal proceedings involving the directors of the Company with the exception that Mr. Campbell and Mr. Nelson are named in the lawsuit by the former consultant to the Company more fully disclosed in Item 3.
  Name
Age
Position
Dates ServedFrank C. Mashburn
59
President and Director
From Dec 2003 to DateGary Campbell
46
CEO and Director
From Dec 2003 to DateStewart Irvine
44
Vice President and Director
From Dec 2003 to DateKarl Harz
54
CFO and Director
From Dec 2003 to DateAlbert Cook
68
Director
From Dec 2003 to DateWilliam Philip Blase
52
Director
From Dec 2003 to DateBrent Nelson
40
Director
From January 1997 to Date
  
 All its directors will hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. Set forth below is certain biographical information with respect to each of its officers and directors.
  Frank Mashburn, B. Sc., Director, President
 Mashburn provides the Company with over 25 years of direct industry experience as a Senior Officer of various high technology ventures including TERA Corporation, ScreenPhone.net Inc. and Antares Resources Corporation, combined with various senior telecommunications, manufacturing and marketing assignments, throughout the US England, India and the Philippines, as Senior International project manager with Bechtel Inc., one of the worlds largest privately held engineering and construction firms. Mr. Mashburn has developed management and organizational skills through organizing and operating numerous various organizations throughout his career. Mr. Mashburn began his career in the US ARMY and graduated from the US Military Academy at West Point. Mr. Mashburn is a US Army Ranger, Green Beret, former member of the US ARMY Special Operations Group and served two tours in Vietnam.
 
 9
  Gary Campbell, B. Comm., LL.B., Director and CEO ,
 Mr. Campbell is the co-founder of TerraStar Data Corp. the developer of the TaskStation? and related server technology as well as the Chairman of TerraStar Marketing Inc. Mr. Campbell was formerly the Chairman and CEO of Globestar Capital Corp a consulting company involved in the structuring, administering, and reorganizing of corporate clients. Mr. Campbell has previously practiced as a corporate/commercial, broadcasting and securities attorney. Mr. Campbell is the Chairman of Immortality Inc. a private company engaged in the development of health and longevity products. Mr. Campbell sits on the Board of Advisors of Karatcom Inc. a private Santa Barbara based cellular telecommunications tower developer. Mr. Campbell has degrees in both Commerce and Law.
 
 Stewart Irvine, Director, Executive V.P.
 Mr. Irvine has over twenty years of experience in administration and operations, financial planning and analysis, international marketing and sales, product development, manufacturing and management and public company financings. He has experience in developing companies from concept to operating companies, including public offerings, reverse mergers and consolidation. His expertise is in intellectual property and has been successful in negotiating and licensing of consumer products, celebrities and artists to major corporations in North America and internationally. He has specialized in developing innovative consumer products, creative sales and marketing from concept through to retail sales marketing. He has designed and implemented online and offline marketing high profile international marketing and advertising strategies that have resulted in profitable and successful business ventures.
 
 Karl J. Harz, B. Sc. (Marketing), MBA, Director, CFO
 Mr. Harz has an extensive background in both sales and finance including, Personal Financial Planning, Conventional and Private Real Estate Funding, Personal Property Broker/Lender. Mr. Harz has previously been instrumental in the development and management of several major corporations including Pension Home Loan Corporation, Hard Money Real Estate, and Province Service Corporation. Mr. Harz has managed and coordinated several major sales organizations with an emphasis on Hotel properties, Trust Deed investments, Limited Partnership interests, and Security products. Mr. Harz holds numerous industry licenses including, California Real Estate Broker, and Series 22 and 63 License/NASD Registered Representative. Mr. Harz attended Fairleigh Dickinson University in Teaneck, N.J., and graduated with a Bachelor of Science in Marketing and a Masters in Business Administration and as well has been active in all aspects of sports and fitness.
 
 Albert Cook BA, MD, Director,
 Dr. Cook will provide advice and guidance to the Company in all areas related to medicine, technology and the Internet. Dr. Cook is currently part owner and medical director of Hemet Health Care Surgicenter, employing thirty-five employees and the Golden West Pain Center, another Surgicenter, employing twelve people. Dr. Cook is also Director and CEO of ScreenMD.com Inc. a private medical diagnostic Company. Dr. Cook practicing in the specialty of family practice for four years, then took a residency in anesthesiology and pain management at Los Angeles County General Hospital, University of Southern California Medical Center prior to forming his own medical centers. Dr. Cook has a Bachelor of Arts degree from UCLA and a Doctor of Medicine degree from the University of California at Irvine.
 
 William Philip Blase, MD, M..Sc.., FACS, Director,
 Dr. Blase has had a distinguished career in all aspects of the medical profession with a practice emphasis on Ophthalmology, a background in medical research, as well as administration and management issues of modern medical practice. Dr. Blase is also formerly a Trustee for a California District Hospital System. Dr Blase has also served eight years as a Trustee of the Valley Health System in Riverside California and has recently completed his term as Chairman of the Board. Dr. Blase is also a Diplomate of the National Board of Medical Examiners, the American Board of Ophthalmology, and the American Board of Quality Assurance and Utilization Review. Dr. Blase has published numerous articles and several book chapters. Dr. Blase is a graduate of Dartmouth College, the University of Virginia School of Medicine and Oxford University, and did his medical post graduate training at Johns Hopkins.
  Brent Nelson, Director
 Mr. Nelson has been a Director of the Company since its inception. He has more than 15 years experience in corporate and project financing and serves on the boards of several companies in the United States and abroad including Esarati Electric Technologies Inc., Interactive Objects, Inc., Mobile PET Technologies Inc., and Innovative Communications Technologies Inc. Approximately eight years ago, he founded and became Managing Director of Northwest Capital Partners, L.L.C. a Bellevue, Washington based venture capital company. Northwest Capital is very active in both private and public financing on an international basis.
 
 COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
 
 Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's directors, certain officers and persons holding 10% or more of the Registrant's common stock to file reports regarding their ownership and regarding their acquisitions and dispositions of the Registrant's common stock with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish the Registrant with copies of all Section 16(a) forms they file.
 
 ITEM 10. EXECUTIVE COMPENSATION.
 
 The following tables set forth certain summary information concerning all plan and non-plan compensation awarded to, earned by, or paid to the named executive officers and directors by any person for all services rendered in all capacities to the Company:
    10
    Name of Executive Officer and/or Director
Position of Individual
Current Annual Salary
Bonus and Other Compensation
Securities Underlying Stock OptionsGary Campbell
CEO
$120,000
None
NoneStewart Irvine
Executive Vice President
$90,000
None
None 
 As of the date of this Private Placement Memorandum, the Company has no outstanding stock options held directly by its Named Executive Officers, and the Company has adopted no formal stock option plans for its officers, directors and/or employees. The Company reserves the right to adopt one or more stock option plans in the future.
 
 The Company presently has employment contracts in effect with the CEO, Gary M. Campbell, and Executive VP Stewart Irvine, which can be terminated by either party on 10 days' written notice. Mr. Campbell and Mr. Irvine serve at the pleasure of the Board of Directors. Mr. Campbell was employed as the CEO of the Company beginning in December 2003. Mr. Irvine was employed as the Executive VP of the Company beginning in December 2003.
 
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
 The following table sets forth certain information as of April 15th, 2004 with respect to the beneficial ownership of common stock by (i) each person who to the knowledge of the Company, beneficially owned or had the right to acquire more than 5% of the Outstanding common stock, (ii) each director of the Company and (iii) all executive offices and directors of the Company as a group.
 
 
 Title of                                   Name and Address                               Amount of                               Percent
Class                                     of Beneficial Owner                               Beneficial Ownership               of Class
-----                                      -------------------                                --------------------                 --------
Common                                    Brent Nelson                                        2,771,270 (2)                      12.97%
Stock                                    10900 N.E. 8th Street
Bellevue, WA 98004

Common                                    Art Birzneck(3)                                    1,274,500                             5.87%
Stock                                    10520 Venice Boulevard
Culver City, California 90232

Common                                    Franco Columbu,                                  1,253,750                            5.83%
Stock                                     10520 Venice Boulevard
Culver City, California 90232

Common                                    David Rykbos                                       9,000,000 (4)                       22.86%
Stock(3)                                 23905 Clinton Keith Road,
Suite 114-201,
Wildomar, California, 92595

Common                                    Gary Campbell                                      9,000,000 (4)                       22.86%
Stock (3)                               27 Oakmont Drive
Rancho Mirage, California 92270

Common                               Shares Of All Directors and
Stock                                    executive officers as a group                       11,771,270(5)                       29.91%
(2 persons)
 
 
 
 (1) Except as noted in footnote 2 below, each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them
 (2) This figure includes the 2,605,520 shares owned by Northwest Capital Partners, L.L.C., 10900 N.E. 8th Street, Bellevue, Washington 98004, since Mr. Nelson is the managing director of this firm.
 (3) These shares are preferred shares which as yet have not been converted into common shares
 (4) These shares were issued for licenses which the Company is no longer pursuing, accordingly the shares are subject to cancellation by the Company.
 (5) Calculated on a fully diluted basis
 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 Other than as set forth below, during the past two years there have been no relationships, transactions, or proposed transactions to which the Registrant was or is to be a party, in which any of the named persons set forth previously had or is to have a direct or indirect material interest.
 
 
 11
 
 (a) Prior to accepting a position as a Director and Officer of the Company, TerraStar Marketing Inc., a company controlled by Mr. Campbell received 1,500,000 preferred shares in exchange for a license.
 
 (b) The Company currently rents its offices under a month to month lease for $2,500 per month from Globestar Capital Corp, a Company by which the Chief Executive Officer of the Company is employed.
 
 For each of the transactions noted above, the transaction was negotiated, on the part of the Registrant, on the basis of what is in the best interests of the Registrant and its shareholders. In addition, in each case the interested affiliate did vote in favor of the transaction; however, the full board of directors did make the determination that the terms in each case were as favorable as could have been obtained from non-affiliated parties.
 
 Certain of the officers and directors of the Registrant are engaged in other businesses, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on a board of directors. As a result, certain potential conflicts of interest, such as those set forth above with the transactions, may arise between the Registrant and its officers and directors. The Registrant will attempt to resolve such conflicts of interest in favor of the Registrant by carefully reviewing each proposed transaction to determine its fairness to the Registrant and its shareholders and whether the proposed terms of the transaction are at least as favorable as those which could be obtained from independent sources. The officers and directors of the Registrant are accountable to it and its shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling the Registrant's affairs. A shareholder may be able to institute legal action on behalf of the Registrant or on behalf of itself and other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts is in any manner prejudicial to the Registrant.
 
 ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 (a) Financial Statements
   12
  
  
 
 NATIONS RX, INC.
 (Formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 
 FINANCIAL STATEMENTS
 
 December 31, 2003
  
 
 F1
 
 
 
 C O N T E N T S
  
 
 Independent Auditors Reports 3
 
 Consolidated Balance Sheet 5
 
 Consolidated Statements of Operations 7
 
 Consolidated Statements of Shareholders Equity (Deficit) 8
 
 Consolidated Statements of Cash Flows 9
 
 Notes to the Consolidated Financial Statements 11
  
 F2
 
 
 INDEPENDENT AUDITORS REPORT
 
 
 
 
 To the Board of Directors and Shareholders of
 Nations RX, Inc. formerly Eclipse Entertainment Group, Inc.
 (A Development Stage Company)
 Rancho Mirage, California
 
 We have audited the accompanying balance sheet of Nations RX, Inc. formerly Eclipse Entertainment Group, Inc. (a development stage company), as of December 31, 2003, and the related statements of operations, shareholders equity (deficit) and cash flows for the year then ended. 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 auditing standards generally accepted 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 statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 Nations RX, Inc. formerly Eclipse Entertainment Group, Inc. (a development stage company), as of December 31, 2003, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. Managements plans in regard to those matters are also described in Note 13 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 HJ Associates & Consultants, LLP
 Salt Lake City, Utah
 May 10, 2004
  
 F3
  
 INDEPENDENT AUDITORS REPORT
 
 Board of Directors
 Eclipse Entertainment Group, Inc.
 (A Development Stage Company)
 Las Vegas, NV
 
 We have audited the Balance Sheet of Eclipse Entertainment Group, Inc. (the "Company")(a development stage company), as of December 31, 2002, and the related Statements of Operations, Stockholders Equity, and Cash Flows for the year ended December 31, 2002 and 2001, and for the period from January 27, 1997 (date of inception) through December 31, 2002. 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 opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the balance sheet of Eclipse Entertainment Group, Inc. (a development stage company), as of December 31, 2002, and its related statements of operations, equity and cash flows for the year ended December 31, 2002 and 2001, and for the period from January 27, 1997 (date of inception) through December 31, 2002, 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 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /s/ Beckstead & Watts, LLP
 Beckstead & Watts, LLP
 Las Vegas, Nevada
 June 9, 2003
 
 
 
 F4
  
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 Balance sheet
 
  ASSETSDECEMBER 31,2003CURRENT ASSETSCurrent assetsCash
$
125.00Total Current Assets
$
125.00TOTAL ASSETS
$
125.00LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable

20,538Due to related parties

469,318Accrued expenses

476,561Total Current Liabilities

966,417STOCKHOLDERS' (DEFICIT)Preferred stock, Series, A $.001 par value, 10,000,000 sharesauthorized; 3,000,000 shares issued and outstanding

3,000Common stock; $.001 par value, 500,000,000 sharesauthorized, 21,354,321 shares issued and outstanding

21,354Additional paid-in capital

8,729,571Deficit accumulated dur8ing the development state

(9,720,217)Total Stockholders' equity (deficit)

(966,292)TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
$
125
   
 
 F5
  
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 Statements of Shareholders' Equity (Deficit)
 
 
 
 
 FromInception onFor the Years endedJanuary 27, 1997December 31,to December 31,2003


2002


2003REVENUES
$
1,073

$
1,500

$
2,573General and administrative expense
$
1,583,156

$
405,431

$
2,959,137Marketing rights
$
2,340,000

$
-

$
2,340,000Impairment on capitalized film costs
$
-

$
3,425,735

$
3,779,198LOSS FROM OPERATIONS
$
(3,722,083
)
$
(3,829,666
)
$
9,075,762OTHER INCOME (EXPENSE)Gain on extinguishment of debt
$
136,819

$
-

$
121,789Loss on extinguishment of debt
$
(154,000
)
$
-

$
(154,000)Interest expense
$
(299
)
$
(338,766
)
$
(612,244)Total Other Income (Expense)
$
(17,480
)
$
338,766

$
(644,455)NET LOSS
$
(3,739,563
)
$
(4,168,432
)
$
(9,720,217)BASIC LOSS PER SHARE
$
(0.19
)
$
(0.25
)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
$
20,084,458

$
16,541,287
 
  
 From
 
 The accompanying notes are an integral part of these financial statements.
  
 F6
  
 
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 Statements of shareholders' Equity (Deficit) (Continued)
 
  DeficitAdditionalAccumulatedPreferred Stock                                     Common StockPaid-in           During theShares           Amount                             SharesAmountCapitalDevelopment
StageBalance as of January 27, 1997(Date of inception)
$                -
$                                 -
-
$                  -
$         -Stock issued for cash
-
3,250,000
3,250
404,030

-Net loss for the year endedDecember 31, 1997
-
-
-
-

-70,062Balance as of December 31,1997
-
3,250,000
3,250
404,030

-70,062Stock issued for cash
-
215,000
215
325,407

-Contributed capital related tocompensation
-
-
-
25,000

-Net loss for the year endedDecember 31, 1998
-
-
-
-

-293,786Balance as of December 31,1997
$                -
3,465,000
$         3,465
$754,437

($363,848)
 
 
 The accompanying notes are an integral part of these financial statements.
 F7
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
  Statements of shareholders' Equity (Deficit) (Continued)
  DeficitAdditionalAccumulatedPreferred StockCommon StockPaid-InDuring theSharesAmountSharesAmountCapitalDevelopment
StageBalance Forward

-


-


3,465,000

$
3,465

$
754,437

$
(363,848)Stock issued for cash

-


-


6,174,125

$
6,174

$
109,251


-Stock issued for services

-


-


71,495

$
71

$
41,431


-Stock issued in satisfaction of a$486,514 notes payable(including accrued interest of$44,229)

-


-


2,305,520

$
2,306

$
484,209


-Contributed capital related tocompensation

-


-


-


-

$
25,000


-Net (loss) for the year endedDecember 31, 1999

-


-


-


-


-

$
(211,425)Balance at December 31, 1999

-


-


12,016,140

$
12,016

$
1,414,328

$
(575,273)Stock issued for cash

-


-


700,000

$
700

$
209,300


-Stock issued for services







42,501

$
42

$
12,708


-Net loss for the year endedDecember 31, 2000

-


-


-


-


-

$
(148,148)Balance as of December 31, 2000

-

$
-


12,758,641

$
12,758

$
1,636,336

$
(723,421)
      F8
   
 NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
  Statements of shareholders' Equity (Deficit) (Continued)
 
 
 DeficitAdditionalAccumulatedPreferred StockCommon StockPaid-inDuring theSharesAmountSharesAmountCapital           Development
StageBalance forward

-

$
-


12,758,641

$
12,758

$
1,636,336

$
(723,421)Stock issued for services

-


-


446,180


446


171,809


-Stock issued for cash

-


-


167,000


167


49,833


-Deemed interest expense related to conversionFeatures of note payable

-


-


-


-


41,700Stock issued for interest

-


-


600,000


600


71,400


-Net loss for the year ended 31-Dec-01

-


-


-


-


-


(1,088,801)Balance, December 31, 2001

-





13,971,821

$
13,971

$
1,971,078

$
(1,821,222)Shares issued for interest anddefault penalties ondebt

-


-


837,500


838


32,663


-Shares issued for services

-





3,545,000


3,545


138,255


-Net loss for the year ended 31-Dec-02

-


-


-


-


-


(4,168,432)Balance, December 31, 2002

-

$
-


18,354,321

$
18,354

$
2,141,996

$
(5,980,654)
 
 
  
 
 
 F9
 
 NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 Statements of shareholders' Equity (Deficit) (Continued)
 
 
 
 DeficitAdditional            AccumulatedPreferred Stock                              Common Stock                       Paid-in              During theShares               Amount              SharesAmount            Capital            Development
StageBalance forward

-

$
-


18,354,321

$
18,354

$
2,114,996


($5,980,654)Preferred shares issued forMarketing rights

3,000,000


3,000


-


-


2,337,000


-Shares canceled

-


-


(500,000)


(500)


-


-Shares issued for debt

-


-











-Shares issued for services

-


-


1,500,000


1,500


148,500


-Shares issued for cash at$0.12 per share

-


-


1,266,666


1,267


150,733


-Spin off of minority interest

-


-


-


-


3,709,575


-Net loss for the uear endedDecember 31, 2003

-


-


-


-


-


(3,739,563)Balance, December 31, 2003

3,000,000

$
3,000


21,354,321

$
21,354

$
8,729,571


($9,720,217)
 The accompanying notes are an integral part of these financial statements.
 F10
   
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 Statement of Cash Flows
  Inception on27-JanFor the Years Ended                          1997 toDecember 31,                       December 31,2003


2002


2003CASH FLOWS FROM OPERATINGACTIVITIESNet loss

$
(3,739,563)

$
(4,168,432)

$
(9,243,656)Adjustments to reconcile net loss tocash used by operating activities:Depreciation and amortization


-


8,209


51,758Common stock issued for servicesand expenses


150,000


141,800


518,307Gain on extinguishment of debt


(136,819)


-


(136,819)Loss on extinguishment of debt


154,000


-


154,000Preferred stock issued for marketingrights


2,340,000


-


2,340,000Contributed services


-


-


50,000Shares issued for interest


-


33,501


149,730Impairment on capitalization filmcosts


-


3,425,735


3,779,198Changes in assets and liabilitiesIncrease in film costs


-


-


(3,779,198)Increase in intangible assets


-


-


(49,562)Decrease in deposits


800


-


-Increase (decrease) in accountspayable and accrued liabilities


573,397


(190,434)


245,356Net Cash Used by OperatingActivities


(658,185)


(749,621)


(5,920,886)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets


-


-


(2,196)Net Cash Flows Usedby Investing Activities

$
-

$
-

$
(2,196)
 
  
 The accompanying notes are an integral part of these financial statements.
 F11
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 Notes to the Financial Statements
 December 31, 2003 and 2002


Inception on27-JanFor the Years Ended                               1997 toDecember 31,                               December 31,2003


2002


2003CASH FLOWS FROM FINANCING ACTIVITIESNet increase in due to related parties$
469,318

$
-

$
2,808,005Proceeds from sale of common stock152,000


-


152,000Proceeds from notes payable

-


783,944


1,768,945Proceeds from notes payable

-


-


1,194,257Net Cash Provided by FinancingActivities

621,318


783,944


5,923,207Net Increase (decrease) in cash

(36,867)


34,323


125CASH BEGINNING OF PERIOD

36,992


2,669


-CASH END OF PERIOD
$
125

$
36,992


125SUPPLEMENTAL CASH FLOW DISCLOSURES:Common stock issued in satisfactionof promissory note
$
-

$
-

$
(442,286)Deemed interest converted intoadditional paid-in capital relatedto note payable
$
-

$
-

$
(41,700)Conversion of due to related partyand notes payable into preferredshares in consolidated entity
$
-

$
-3,709,575

$
(3,709,575)Common stock issued insatisfaction of accounts payable
$
88,000

$
-

$
-Common stock issued for services
$
150,000

$
141,800

$
518,307


The accompanying notes are an integral part of these financial statements.
 
 F12
 
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 **(A DEVELOPMENT STAGE COMPANY)**
   
 
 
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 a.   Organization
 
 Nations RX, Inc. (formerly Eclipse Entertainment Group, Inc.) (hereinafter referred to as the "Company") was incorporated
 in the state of Nevada in January 1997 to engage in the business of developing, producing and marketing films for
 worldwide distribution. During 2003 the Company spun-off its filmmaking subsidiary and changed its name to Nations RX,
 Inc. The Company has acquired marketing rights and a licensing agreement to engage in the business of prescription
 benefit management. The Company's fiscal year ends on December 31.
 
 b.   Revenue Recognition
 
 The Company recognizes revenues as required by Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial
 Statements". Revenue is only recognized on product sales once the product has been shipped to the customers (FOB
 Origin), and all other obligations have been met.
 
 c.   Reclassification
 
 Certain prior year balances have been reclassified to conform to the current year presentation.
 
 d.   Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States,
 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 revenues
 and expenses during the reporting period. Actual results could differ from those estimates.
 
 e.  Capitalized Film Cost and Amortization
 
 Costs of producing films, including capitalized interest, and costs of acquiring film rights are recorded as capitalized film
 costs. The capitalized film costs are amortized using the individual-film-forecast method as prescribed by SOP 00-2 whereby
 capitalized film costs are amortized in the same ratio that current gross revenues bear to anticipated total ultimate
 revenues. Estimates of ultimate revenues are reviewed regularly by management and revised where necessary to reflect
 more current information.
 
 F13
  
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 **Notes to the Financial Statements**
 December 31, 2003 and 2002 (Continued)
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 e.  Capitalized Film Cost and Amortization (Continued)
 
 The recoverability of capitalized film costs is dependent upon commercial acceptance of the films. If events or circumstances
 indicate the fair value of a film is less than the unamortized capitalized film costs, the film is written down to fair value by a
 charge to net income (loss). The Company determines the fair value of its films using a discounted cash flow model.
 
 f.   Stock Based Compensation
 
 The Company accounts for stock-based employee compensation arrangements in accordance with provisions of
 Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and complies with the
 disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." Under APB No. 25, compensation
 expense is based on the difference, if any, on the date of the grant, between the fair value of the Company's stock and the
 exercise price. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No.
 123 and the Emerging Issues Task Force ("EITF") Issue No. 96-18.
 
 g.   Fixed Assets
 
 Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line
 method over the estimated useful lives of the assets, which are generally 5 to 7 years. The cost of repairs and maintenance
 is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other
 disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss
 is reflected in other income (expense).
 
 The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the
 estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible
 impairment. The Company uses an estimate of the related undiscounted cash flows all the Companys fixed assets were
 span off as of December 31, 2003 as described in Note 6.
 
 
 F14
  
 
  NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 **Notes to the Financial Statements**
 **December 31, 2003 and 2002 (Continued)**
 
  
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 h.  Net Loss Per Common Share
 
 The Company computes net loss per share in accordance with SFAS No. 128, EARNINGS PER SHARE. ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98'). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents, however, potential common shares are excluded if their effect is antidilutive. The Company currently has 18,000,000 shares of common stock equivalents outstanding as of December 31, 2003.
 
 i.  Comprehensive Income
 
 The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods.
 
 j.  Advertising Costs
 
 Advertising costs incurred in the normal course of operations are expensed accordingly. Advertising costs incurred for the years ended December 31, 2003 and 2002 were $250 and 0- respectively.
 
 k.  Income Taxes
 
 Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax assets are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
 Net deferred tax assets consist of the following components as of December 31, 2003 and 2002:
  
 
 2003
 Deferred tax assets:
 NOL Carryover $ 1,237,700
  
 Deferred tax liabilities: -
 
 
 Valuation allowance (1,237,700 )
 
 Net deferred tax asset $ -
 
 
 
 
 F15
  **NATIONS RX. INC**
 **(formerly Eclipse Entertainment Group, Inc.)**
 **(A DEVELOPMENT STAGE COMPANY)**
 **Notes to the Financial Statements**
 **December 31, 2003 and 2002 (Continued)**
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 k.  Income Taxes (Continued)
 
 The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2003 and 2002 due to the following:
 
 
 2003
 
 Book income $ (1,458,390 )
 Stock for services 58,500
 Accrued expenses 179,490
 Gain on debt (47,500 )
 Loss on rights 912,600
 Meals & Entertainment 3,035
 Valuation allowance 351,965
 
 $ -
    At December 31, 2003, the Company had net operating loss carryforwards of approximately $3,173,000 that may be offset
 against future taxable income from the year 2003 through 2023. No tax benefit has been reported in the November 30, 2003
 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
  Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal
 income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss
 carryforwards may be limited as to use in future years.
 
 l.     Impairment Of Long-Lived Assets To Be Disposed
 
 The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
 
 F16
  
 **NATIONS RX. INC**
 **(formerly Eclipse Entertainment Group, Inc.)**
 **(A DEVELOPMENT STAGE COMPANY)**
 **Notes to the Financial Statements**
 December 31, 2003 and 2002 (Continued)
 
 
 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 g.  New Accounting Pronouncements
 
 During the year ended December 31, 2003, the Company adopted the following accounting pronouncements which had no impact on the financial statements or results of operations:
 
 SFAS No. 143, Accounting for Asset Retirement Obligations;SFAS No.145, Recision of FASB Statements 4, 44, and 64, amendment of Statement 13, and Technical Corrections;SFAS No. 146, Accounting for Exit or Disposal Activities;SFAS No. 147, Acquisitions of certain Financial Institutions; andSFAS No. 148, Accounting for Stock Based Compensation.SFAS No.149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities;SFAS No.150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity
 In addition, during the year ended December 31, 2003, FASB Interpretations No. 45 and No. 46, along with various
 Emerging Issues Task Force Consensuses (EITF) were issued and adopted by the Company and had no impact on its
 financial statements.
 These newly issued accounting pronouncements had no effect on the Companys current financial statements and did not impact the Company.
 
 
 
 F17
    NATIONS RX. INC
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
  **Notes to the Financial Statements**
 **December 31, 2003 and 2002 (Continued)**
 NOTE 2 - CONSULTING AGREEMENT
 
 In August 2002, the Company entered into a consulting agreement with an individual to assist it in strategic corporate planning and identifying new business opportunities in consideration of 1,500,000 shares of the Companys common stock totaling $67,500 based on the fair market value of the services rendered. The stated shares were issued in January 2003. In February 2003 the Company entered into a similar agreement with the same individual. This agreement provides for 2,400,000 shares to be issued for twelve months of service. The shares have not yet been issued. The Company has accrued $461,000 for these unissued shares based on their fair market value.
 
 NOTE 3 - COMMON STOCK
 
 In April 1999, the Company's Board of Directors adopted a resolution whereby it approved a 1-for-4 reverse stock split of the issued and outstanding shares of common stock. Accordingly, the accompanying financial statements have been retroactively restated to reflect the 1-for-4 reverse stock split as if such reverse stock split occurred as of the Company's date of inception.
 
 In October 1999, the Company issued 125,000 shares of common stock in error to an unrelated company. The Company has since placed a stop on the 125,000 shares issued. Accordingly, the 13,971,821 shares of common stock issued and outstanding as of December 31, 2001 does not reflect the 125,000 shares since these shares were issued in error and a stop has been placed.
 
 In August 2001, the Company issued 40,000 shares of common stock in error to an individual. The Company has since placed a stop on the 40,000 shares issued. Accordingly, the 13,971,821 shares of common stock issued and outstanding as of December 31, 2001 does not reflect the 40,000 shares since these shares were issued in error and a stop has been placed.
 
 In October 2001, the Company issued 10,000 shares of common stock in error to an individual. The Company has since placed a stop on the 10,000 shares issued. Accordingly, the 13,971,821 shares of common stock issued and outstanding as of December 31, 2001 does not reflect the 10,000 shares since these shares were issued in error and a stop has been placed.
 
 NOTE 4 - GOING CONCERN
 
 The Company incurred a net loss of approximately $3,263,002 and $4,168,432 for the years ended December 31, 2003 and 2002, respectively, and current liabilities exceed current assets by approximately $489,731 as of December 31, 2003. The Company will also seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
 
 F18
  
  **NATIONS RX. INC**
 **(formerly Eclipse Entertainment Group, Inc.)**
 **(A DEVELOPMENT STAGE COMPANY)**
 **Notes to the Financial Statements**
 **December 31, 2003 and 2002 (Continued)**
   
 NOTE 4 - GOING CONCERN (Continued)
 
 The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 NOTE 5 - COMMITMENTS AND CONTINGENT LIABILITIES
 
 The Company and some of its former and current officers have been named as defendants in a civil lawsuit, in which a former consultant to the Company is seeking general and compensatory damages in excess of $1,000,000. The former consultant alleges that the Company failed to pay his fees and reimburse him for his out-of-pocket expenses while working for the Company. The Company is vigorously defending this suit and believes it to be without merit. The lawsuit has been ordered to mediation with the mediation to be completed by May 26, 2004.
 
 The Company was named in a lawsuit for non payment of attorneys fees. The Plaintiff in the suit has obtained a judgment against the Company in the amount of $15,561. This amount includes the original fees, plus attorneys fee for the suit, costs, and interests.
 
 NOTE 6 - MINORITY INTEREST
 
 On June 30, 2003, the majority owners of the Companys only subsidiary agreed that the subsidiary would be spun off, together with all its assets and liabilities. The spin off of the subsidiary was accounted for with an adjustment to additional paid-in capital and a gain on extinguishments of debt for the liabilities that were transferred to the subsidiary.
   F19
   
 (b) EXHIBIT INDEX
 
 Number                                                                              Description
 
 
 3.2 Certificate of Amendment to Articles of Incorporation, dated April 22, 2003 (incorporated by reference to the Form 10-QSB filed on November 24th, 2003).
 
 4.5 Certificate of Designation, dated June 30, 2003 (incorporated by reference to the Form 10-QSB filed on November 24th, 2003).
 
 10.1 Amended and Restated Joint Marketing Agreement between the Registrant and I-trax Health Management Solutions Inc. dated July 28th, 2003 (incorporated by reference to the Form 10-QSB filed on November 24th, 2003)
 
 10.2 Master Sales Associate Agreement between the Registrant and Medstrong International Developments dated June 6th, 2003. (incorporated by reference to the Form 10-QSB filed on November 24th, 2003)
 
 10.3 Master Sales Associate Agreement between the Registrant and DoctorSavings Inc. dated June 25th, 2003. (incorporated by reference to the Form 10-QSB filed on November 24th, 2003)
 
 10.4 Exclusive Supply Chain Solutions License Agreement between the Registrant and The Niseda Group, Inc., dated August 29, 2003 (incorporated by reference to the Form 10-QSB filed on November 24th, 2003).
 
 31.1 Rule 13a-14(a)/15d-14(a) Certification (see below).
 
 31.2 Rule 13a-14(a)/15d-14(a) Certification (see below).
 
 32 Section 1350 Certification (see below).
 
 (c) Reports on Form 8-K: None:
 
 ITEM 14. CONTROLS AND PROCEDURES
 
 Under the supervision and with the participation of our management, including our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934 within 90 days of the filing date of this report. Based on their evaluation, our President and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of the date of the evaluation.
 
 There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the preceding paragraph.
   13
    SIGNATURES
 In accordance with the Requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 NATIONS Rx, INC.
 /s/ Frank Mashburn
 By: Frank Mashburn. President/Director
 Date: May 17th , 2004
 /s/ Karl Harz
By: Karl Harz CFO/Director
Date: May 17th , 2004
 14