FORM 10-KSB/A
 
   December 31, 2003
 
  
   000-28219
 
 NATIONS RX, INC.
   Nevada 91-1766849
    27 Oakmont Drive
 Rancho Mirage, California 92270
  
 (760) 328-8988
  
 None
 
  
 Common Stock
  
  Yes X No _____
 
  
 $1,073
 
 $3,203,148 as of April 13, 2004
 
 21,354,321 Common Shares as of June 1, 2004
 
 1
 TABLE OF CONTENTS
 
 Page
 
 PART I
 
     
 PART II
 
        
 PART III
  
      
 2
  
 PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 
 Business Development
 
  
 Business of the Company
 
 Pharmacy Benefit Management (PBM)
 
  
     3
       
  
 
   4
   
  
  
 Computer Device
 
  
   5
   
  
  
  
 Research and Development
 
 
 Government Regulation
 
  
 Additional Information
 
   6
   
 Business Risks
 
 Only Limited Prior Operations
 
  
 Need for Additional Financing May Effect Operations
 
  
  
  
  
 Substantial Competition
 
   7
  
 
 Other External Factors May Affect Viability of Company
 
  
 Success of Company is Dependent on Management
 
  
  
 Conflicts of Interest May effect Independence of Officers and Directors
 
  
  
 Limitations on the Ability and Indemnification of Directors and Officers May Result in Expenditures by the Company
 
   8
   
 Absence of Cash Dividends
 
  
 No Cumulative Voting
 
  
 No Assurance of Continued Public Trading Market; Risk of Low-priced Securities
 
  
 Effects on Failure to Maintain Market Makers
 
   9
 
 
 ITEM 2. DESCRIPTION OF PROPERTY
  
  
 ITEM 3. LEGAL PROCEEDINGS
 
  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 July 5, 2004 .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
 
  
 10
 PART II
  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
  
 Date
Closing Price
Closing BidHigh                  Low
High              Low2003Jan 2 thru March 29
.17                    .02
.16                .01Apr 1 thru June 30
.18                    .08
.16                .06July 1 thru Sept 30
.85                    .10
.75                .08Oct 1 thru Dec 31
.60                    .10
.55                .08 
  
  
  
 Penny Stock
 
   11
   
 Sales of Unregistered Shares
 
  
  
  
  
  
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Forward-Looking Statements
 
   12
   
 Business Strategy
 
  
 Twelve Month Plan of Operation
 
  
 General and Administrative Expenses
 
  
 Net Loss
 
  
 Liquidity and Capital Resources
 
   13
   
  
  
  
 14
  ITEM 7. FINANCIAL STATEMENTS
 
   
 
                 15
  
  
 
 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 31,1998
$                -
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)
  The accompanying notes are an integral part of these financial statements.
 13
  NATIONS RX, INC.
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
    
    
    
  
  
   14
   NATIONS RX, INC.
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
     
    
 
        
    
    
  
  
 2003Deferred tax assets:
NOL Carryover
$1,237,700Deferred tax liabilities:
-Valuation allowance
(1,237,700)Net deferred tax asset
$              -   15
  NATIONS RX, INC.
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
  
  
  
 2003Book income
$(1,458,390   )Stock for services
58,500Accrued expenses
179,490Gain on debt
(47,500)Loss on rights
912,600Meals & Entertainment
3,035Valuation allowance
351,965$          -
========  
  
    
   16
  NATIONS RX, INC.
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
  
  
   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 
  
  
 17
  
 NATIONS RX, INC.
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
     
  
  
  
  
  
  
  
  
   18
  NATIONS RX, INC.
 (formerly Eclipse Entertainment Group, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
   19
  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
  
  
 ITEM 8A: CONTROLS AND PROCEDURES
 
  
   16
  PART III
 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
 OF THE EXCHANGE ACT.
 
  
 Name
Age
Position
Dates ServedFrank C. Mashburn
59
President and Director
From Dec 2003 to DateGary Campbell
46
CEO & Director
From Dec 2003 to DateStewart Irvine
44
Vice President and Director
From Dec 2003 to DateKarl Hanz
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 
  
 Frank Mashburn, B. Sc., Director, President
 
  
 17
  Gary Campbell, B. Comm., LL.B., Director and CEO
 
  
 Stewart Irvine, Director, Executive V.P.
 
  
 Karl J. Harz, B. Sc. (Marketing), MBA, Director, CFO
 
  
 Albert Cook BA, MD, Director
 
  
 18
  William Philip Blase, MD, M..Sc.., FACS, Director
 
  
 Brent Nelson, Director
 
  
 Section 16(A) Beneficial Ownership Reporting Compliance
 
  
 Name and principal position
Number of late reports
Transactions not timely reported
Known failures to file a required formFrank Mashburn, Director, President
0
0
0Gary Campbell, Director and CEO
0
0
0Stewart Irvine, Director, Executive V.P.
0
0
0Karl J. Harz, Director, CFO
0
0
0Albert Cook, Director
0
0
0William Philip Blase, Director
0
0
0Brent Nelson, Director
0
0
0 
 Code of Ethics Disclosure Compliance
 
   19
    
 ITEM 10. EXECUTIVE COMPENSATION.
 
   Annual Compensation
Long Term CompensationName
Title
Year
Salary
($)
Bonus
($)
Other Annual Compensation
($)
Restricted Stock Awarded
($)
Warrants
& Options
(#)
LTIP payouts
($)
All Other Compensation
($)Gary Campbell
CEO
2003
2002
2001
120,000
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/aStewart Irvine
Executive Vice President
2003
2002
2001
90,000
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
0
n/a
n/a 
 
   
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
   20
   Title of class
Name and address of beneficial owner
Amount of beneficial ownership
Percent of classCommon
Brent Nelson
10900 N. E. 8th Street
Bellevue, WA 98004
2,971,270 (2)
13.9%Common
Francesco Columbu
2265A Westwood Blvd.
Los Angeles, California 90064
1,253,750
5.9%Grand Total
****
21,354,321
19.8%Total of all directors and executive officers
(7 persons)
0
0% 
 
  
 Title of class
Name and address of beneficial owner
Amount of beneficial ownership
Percent of classPreferred
Kapoor Childrens 1992 Trust
225 E. Deerpath, Suite 250
Lake Forest, Illinois 60045
83,334
2.8%Preferred
Nations Rx, Inc.
David Rykbos
23905 Clinton, Suite 114-210
Wildomar, California 92595
2,916,666
97.2%Grand Total
****
3,000,000
100.0%Total of all directors and executive officers
(7 persons)
0
0%
 21
 
 
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  
  
  
  
  
  
 ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 
 a. Exhibits
 
 Exhibit
Number
Description3.2
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 
 22
   
 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
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 200232
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
 b. Reports on Form 8-K
 
  
 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Audit Fees
 
  
 Audit-Related Fees
 
  
 Tax Fees
 
  
 All Other Fees
 
  
 23
   
 SIGNATURES
 
 
    
  /s/ Frank Mashburn
 
 
   /s/ Karl Harz
 24