================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   For the fiscal year ended December 31, 2004
                                -----------------

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

   [ ] For the transition period from _________________ to __________________

                        Commission file number: 000-28219

                                NATIONS RX, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

Nevada                                        91-1766849
------                                        ----------
(State or other jurisdiction of            (I.R.S. Employer
incorporation of organization)             Identification No.)

                                27 Oakmont Drive
                             Rancho Mirage, Ca 92270
                         -------------------------------
                    (Address of principal executive offices)

                                 (760) 328-8988
                           --------------------------
                           (Issuer's telephone number)


Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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 _____

<PAGE>

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year: $0

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed by  reference to the average bid and asked price of
such common equity,  as of a specified date within the past 60 days.  $3,122,218
as of May 2, 2005

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 34,691,321 Common Shares as of May 2,
2005


                                TABLE OF CONTENTS


                                                                           Page
                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS                                              3
ITEM 2: DESCRIPTION OF PROPERTY                                             10
ITEM 3: LEGAL PROCEEDINGS                                                   10
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 10

                                     PART II

ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES                              11
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           12
ITEM 7: FINANCIAL STATEMENTS                                                15
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES                                        16
ITEM 8A: CONTROLS AND PROCEDURES                                            16

                                    PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  17
ITEM 10: EXECUTIVE COMPENSATION                                             20
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS                                  20
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     22
ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K                                   22
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES                             23


<PAGE>

                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

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, 2003 and restructured itself to
begin  operating  as a  pharmaceutical  healthcare  services  organization  that
provides a broad array of  innovative  pharmacy  benefit  related  products  and
services.  During the year the Company gave up its  exclusive  license to pursue
the PBM business but continued to market a self activating pharmacy benefit card
provided under a Sales Associate Agreement with NationsRx Inc. (California). The
Company currently has no employees,  other than its officers and directors.  The
officers and directors handle the business activities of the Company.

Business of the Company
-----------------------

Pharmacy Benefit Management (PBM)
---------------------------------

The Registrant  entered into an Exclusive  Licensing  Agreement on April 6, 2003
with  NationsRx,   Inc.,  a  California   private  Company  (herein   "NationsRx
California"),  whereby NationsRx 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
NationsRx  California.  The Board of the Registrant formally transferred control
of the  Registrant's  operations as a result of this transaction on July 1, 2003
and as of that day Mr. David  Rykbos,  a  controlling  shareholder  of NationsRx
California,  became the President and a Director of the Registrant.  On December
19,  2003,  Mr.  Rykbos  resigned as  President  and  Director.  Due to a mutual
agreement  between the parties,  this  Exclusive  Licensing  Agreement was later
terminated.

The Company continued 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.

During the year the  Company,  through  its  marketing  license  from  NationsRx
(California),  sought to become a marketer  of a broad  array of  discount  card
based  pharmacy  and  healthcare  benefit  products  and  services.  Through its
marketing  arrangement with NationsRx  (California) it was able to utilize their
clinical  expertise,   integrated  data  management  platform  and  prescription
fulfillment  network of NationsRx  (California)  to serve the  pharmacy  related
needs of its potential  cardholders.  The Company's core program was marketing a
self  activating  pharmacy  benefit card,  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.

                                      -3-
<PAGE>


The Company planned to penetrate the existing markets by aggressively  promoting
the fact that the cards  provide  good savings and that there is no waiting time
for approval.  In anticipation of funding the Company  employed a marketing team
and commenced a direct customer  acquisition strategy by presenting our discount
card model to potential regional  distribution outlets representing many service
lives. The Company also conducted discussions with other potential  distribution
sources and began pursuing a number of group coalitions.  The Company also began
marketing our product as an add-on  service with existing  credit and debit card
programs. However, due to limited funding the Company was forced to dramatically
curtail its marketing efforts and cancel its marketing program.

The  Registrant  utilizes  the  services  of  its  Officers  and  Directors  and
experienced  industry  consultants  to  conduct  business.  During  the year 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. The Company will not be able to pursue any further business
ventures if it is not able to secure additional financing.

Over the last twelve months,  management has taken the steps  described above to
create  a  successful   business  model  for  the  Registrant.   Management  has
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
marketing  efforts  related to the  prescription  benefit card  business  model.
Management  believes  that cash  flow from  operations  related  to the  current
business  model,  will not be sufficient to allow the  Registrant to continue in
business  in 2005 and  beyond if the  Company  is  unable  to secure  additional
financing.

Research and Development
------------------------

The Company  incurred  research and development  expenditures  of  approximately
$60,000 in the fiscal years ended December 31, 2004, 2003 and 2002 combined.

Government Regulation
---------------------

Currently,  the  Company is not aware of any  existing  or pending  governmental
regulation that will have a material impact on the operations of the Company.

Additional Information
----------------------


                                      -4-
<PAGE>


The Company  files  annual  reports on Form  10-KSB,  quarterly  reports on Form
10-QSB,  current  reports on Form 8-K and proxy and  information  statements and
amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of
the  Securities  Exchange Act of 1934, as amended.  The public may read and copy
these  materials at the SEC's Public  Reference  Room at 450 Fifth  Street,  NW,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the public  reference  room by calling the SEC at  1-800-SEC-0330.  The SEC also
maintains  a  website  (http://www.sec.gov)  that  contains  reports,  proxy and
information  statements  and other  information  regarding the Company and other
companies that file materials with the SEC electronically.  Our headquarters are
located at 27 Oakmont Drive,  Rancho Mirage Ca, 92270. Our phone number is (760)
328-8988.

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 last  two  years  as a  Prescription  Benefit  Management  organization  and
prescription  benefit card sales organization.  The Company 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 Effect 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  $500,000 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.


                                      -5-
<PAGE>

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

There is no  certainty  that the  expenditures  to be made by the  Company  will
result in  commercially  profitable  business.  Our business 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.  These 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.

Success of Company is Dependent on Management

The  Company's  success  is  dependent  upon the  hiring  and  retention  of key
personnel.   None  of  the  officers  or  directors   have  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 effect 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.  Notwithstanding
this fact,  management  will have to devote time 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 resolved.


                                      -6-
<PAGE>


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 the Ability 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.


                                      -7-
<PAGE>


Effects on Failure to Maintain Market Makers
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,  or to the knowledge of
management  is any  litigation  threatened  against  the  Company,  which  would
materially affect the Company.

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 the fiscal  year ended
December 31, 2004.

                                     PART II

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

                                      -8-
<PAGE>


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.

  Date                       Closing Price                   Closing Bid
                        High             Low             High              Low
  2004
Jan thru March          .13              .11              .12              .09
Apr thru June           .21              .16              .19              .12
July thru Sept          .15              .04              .13              .04
Oct thru Dec 31         .13              .06              .11              .05

As of May 3, 2005, the Company had  approximately 85 stockholders of record (not
including  shares held by brokers or in street  name) of the  34,691,321  shares
outstanding.  The Company has never  declared  or paid  dividends  on its Common
Stock.

The Company intends 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  the  Company's   profitability  and  financial  condition,   capital
requirements, statutory and contractual restrictions, future prospects and other
factors deemed relevant.

As of May 3, 2005,  the Company had 2  shareholders  of its Preferred  Stock and
3,000,000 shares of Preferred Stock issued and outstanding.

Penny Stock
Until our shares qualify for inclusion in the Nasdaq system, the public trading,
if any, of our common stock will be on the OTC Bulletin Board.  As a result,  an
investor  may find it more  difficult  to  dispose  of,  or to  obtain  accurate
quotations  as to the price of, the common  stock  offered.  Our common stock is
subject to provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny
stock rule." Section 15(g) sets forth certain  requirements  for transactions in
penny stocks, and Rule 15g-9(d)incorporates the definition of "penny stock" that
is found in Rule 3a51-1 of the Exchange  Act. The SEC generally  defines  "penny
stock" to be any  equity  security  that has a market  price less than $5.00 per
share,  subject to  certain  exceptions.  If our common  stock is deemed to be a
penny stock,  trading in the shares will be subject to additional sales practice
requirements  on  broker-dealers  who sell penny  stocks to  persons  other than
established  customers and  accredited  investors.  "Accredited  investors"  are
persons with assets in excess of $1,000,000 or annual income exceeding  $200,000
or $300,000 together with their spouse. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such security and must have the  purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock,  unless  exempt,  the  rules  require  the  delivery,  prior to the first
transaction, of a risk disclosure document, prepared by the SEC, relating to the
penny stock market. A broker-dealer  also must disclose the commissions  payable
to  both  the  broker-dealer  and the  registered  representative,  and  current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent price information for the penny stocks held in an account and
information on the limited market in penny stocks. Consequently, these rules may
restrict the ability of a broker-dealer to trade and/or maintain a market in our
common  stock and may  affect  the  ability  of our  shareholders  to sell their
shares.


                                      -9-
<PAGE>


Sales of Unregistered Shares

During the fiscal year ended December 31, 2003, the Company sold securities that
were not registered under the Securities Act of 1933 and those  transactions are
as follows:

During 2004, the Company issued  5,896,000 shares of its $0.001 par value common
stock for  services  valued at  $419,600  in reliance  upon the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended.  The Company did not engage in any general solicitation or advertising.
The Company issued the stock certificates and affixed the appropriate legends to
the restricted stock.

During 2004, the Company  issued  6,006,000 of its $0.001 par value common stock
for $600,600 in debt in reliance upon the exemption from registration  contained
in Section 4(2) of the Securities  Act of 1933, as amended.  The Company did not
engage in any general solicitation or advertising.  The Company issued the stock
certificates and affixed the appropriate legends to the restricted stock.

During 2004, the Company  issued  1,435,000 of its $0.001 par value common stock
for cash of  $143,500 to 17  purchasers,  in reliance  upon the  exemption  from
registration  contained in Rule 506 of  Regulation D. The Company did not engage
in any  general  solicitation  or  advertising.  The  Company  issued  the stock
certificates and affixed the appropriate legends to the restricted stock.
..
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

Forward-Looking Statements
Historical  results  and  trends  should  not be taken as  indicative  of future
operations.  Management's  statements  contained  in this  report  that  are not
historical facts are  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934,  as amended.  Actual  results may differ  materially  from
those  included in the  forward-looking  statements.  The Company  intends  such


                                      -10-
<PAGE>


forward-looking  statements  to be covered  by the  safe-harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995,  and is including  this  statement  for purposes of complying  with
those safe-harbor  provisions.  Forward-looking  statements,  which are based on
certain  assumptions and describe future plans,  strategies and  expectations of
the Company, are generally identifiable by use of the words "believe," "expect,"
"intend,"   "anticipate,"   "estimate,"   "project,"   "prospects,"  or  similar
expressions.  The Company's  ability to predict  results or the actual effect of
future  plans  or  strategies  is  inherently  uncertain.   Further  information
concerning the Company and its business, including additional factors that could
materially affect the Company's financial results, is included herein and in the
Company's other filings with the Securities and Exchange Commission.

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 operations.  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  regarding the 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 and seeking to secure a new business or direction for the Company. General
and  administrative  expenses  totaled  $1,075,285  for the  fiscal  year  ended
December 31, 2004, as compared to $1,583,156  for the fiscal year ended December
31, 2003.  This increase was due to the  termination  of marketing  salaries for
senior  management and consultants  and costs  associated with the marketing and
sales of pharmacy benefit products.


                                      -11-
<PAGE>


Net Loss
The Company incurred a net loss of $1,075,285 for the fiscal year ended December
31,  2004,  as  compared  to net loss of  $3,939,563  in the  fiscal  year ended
December 31, 2003.

Liquidity and Capital Resources
The  Company's  current  liabilities  exceed  its  current  assets by a total of
$30,619 for the fiscal year ended December 31, 2004. Additionally, approximately
$34,208 of the Company's  accounts payable is currently past due. As of December
31, 2004, the Company had an  accumulated  deficit of  $10,795,502.  This raises
substantial doubt about the Company's ability to continue as a going concern.

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  $500,000 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

                                      -12-
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Nations RX, Inc.
Rancho Mirage, California

We have  audited  the  accompanying  balance  sheet of Nations  RX,  Inc.  as of
December 31,  2004,  and the related  statements  of  operations,  stockholders'
equity 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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged  to  perform,  audits of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   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. as of December
31, 2004, 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 the Company
will  continue  as a going  concern.  As  discussed  in Note 4 to the  financial
statements, the Company has a working capital deficit and has suffered recurring
losses to date, which raises  substantial doubt about its ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 4. The  financial  statements  do not include any  adjustments
that might result from the outcome of these uncertainties.



/s/ Chisholm, Bierwolf & Nilson
-------------------------------
Chisholm Bierwolf & Nilson, LLC
Bountiful, Utah
May 13, 2005



<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Nations RX, Inc.
Stuart, Florida

We have audited the related statements of operations,  stockholders'  equity and
cash flows of Nations RX, Inc., (a development stage company) for the year ended
December 31, 2003.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with 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  results of its  operations  and its cash flows of
Nations RX, Inc. (a  development  stage company) for the year ended December 31,
2003 in conformity with accounting  principles  generally accepted in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going  concern.  The financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


HJ & Associates, LLC
Salt Lake City, Utah
April 9, 2004


<PAGE>

                                Nations RX, Inc.
                          (A Development Stage Company)
                                  Balance Sheet


<TABLE>
<CAPTION>
                                     ASSETS
                                                                      December 31,
                                                                          2004
                                                                  ------------------
<S>                                                               <C>
Current Assets
  Cash                                                            $         17,899
                                                                  -------------------
    Total Assets                                                  $         17,899
                                                                  ==================



                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
  Accounts Payable                                                 $         34,208
  Judegment payable                                                          14,310
                                                                  ------------------


    Total Current Liabilities                                                48,518
                                                                  ------------------

Stockholders' Equity
  Preferred Stock, Series A, $.001 Par Value, 10,000,000 Shares Authorized,
    3,000,000 Issued and Outstanding                                          3,000
  Common Stock, Authorized 500,000,000 Shares, $.001 Par Value,
    Issued and Outstanding 34,691,321                                        34,691
  Additional Paid in Capital                                             10,727,192
  Stock to be Issued                                                              -
  Deficit Accumulated During the Development Stage                      (10,795,502)
                                                                  ------------------


Total Stockholders' Equity                                                  (30,619)
                                                                  ------------------


    Total Liabilities and Stockholders' Equity                     $         17,899
                                                                  ==================
</TABLE>


<PAGE>


                                Nations RX, Inc.
                          (A Development Stage Company)
                            Statements of Operations



<TABLE>
<CAPTION>
                                                             For the Year Ended                         From Inception on
                                                                 December 31,                          January 27, 1997 to
                                                    ------------------------------------
                                                         2004                 2003                      December 31, 2004
                                                    --------------    --------------------    -----------------------------------
<S>                                                  <C>              <C>                     <C>

Revenues, Net                                        $         -        $         1,073                    $      2,573

Cost of Sales                                                  -                      -                               -
                                                    --------------    --------------------    -----------------------------------

Gross Profit (Loss)                                            -                  1,073                           2,573
                                                    --------------    --------------------    -----------------------------------

Operating Expenses
  General and Administrative                           1,075,285              1,383,156                       4,233,512
  Marketing Rights                                             -              2,340,000                       2,340,000
  Impairment on Capitalized Film Costs                         -                      -                       3,779,198
                                                    --------------    --------------------    -----------------------------------

    Total Operating Expenses                           1,075,285              3,723,156                      10,352,710
                                                    --------------    --------------------    -----------------------------------

Net Operating Income (Loss)                           (1,075,285)            (3,722,083)                    (10,350,137)
                                                    --------------    --------------------    -----------------------------------

Other Income(Expense)
  Gain (Loss) on Extinguishment of Debt                        -                (17,181)                        166,879
  Interest Expense                                             -                   (299)                       (612,244)
                                                    --------------    --------------------    -----------------------------------

    Total Other Income(Expense)                                -                (17,480)                       (445,365)
                                                    --------------    --------------------    -----------------------------------

Net Income (Loss)                                   $  (1,075,285)          $(3,739,563)                 $  (10,795,502)
                                                    ==============    ====================    ===================================

Net Income (Loss) Per Share                         $       (0.04)          $    (0.19)
                                                    ==============    ===================

Weighted Average Shares Outstanding                     24,520,796           20,084,458
                                                    ==============    ===================
</TABLE>



<PAGE>


                                Nations RX, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                            For the Year                               From Inception on
                                                           Ended December 31,                         January 27, 1997 to
                                                    ------------------------------
                                                      2004               2003                          December 31, 2004
                                                    -----------    --------------                ---------------------------
<S>                                                 <C>            <C>                           <C>
Cash Flows from Operating Activities:
  Net Income (Loss)                                  $ (1,075,285)   $ (3,739,563)                 $          (10,305,125)
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by Operations:
     Depreciation & Amortization                                                -                                  51,758
     Stock Issued for Services and Expenses             1,020,200         150,000                               1,682,007
     Gain (Loss) on Extinguishment of Debt                      -          17,181                                  17,181
     Preferred Stock Issued for Marketing Rights                -       2,340,000                               2,340,000
     Contributed Services                                                                                          50,000
     Shares Issued for Interest                                                                                   149,730
     Due to Shareholder                                   (469,318)             -                                       -
  Change in Operating Assets and Liabilities:
     (Increase) Decrease in:                                                                                            -
     Deposits and Prepaids                                                    800                                       -
     Increase (Decrease) in:                                                                                            -
     Accounts Payable and Accrued Liabilities             (448,581)       573,397                                  48,518
                                                     -------------    ------------                 ---------------------------

  Net Cash Provided(Used) by Operating Activities         (972,984)      (658,185)                             (5,965,931)

Cash Flows from Investing Activities:                            -              -                                       -
                                                     -------------    ------------                 ---------------------------

  Net Cash Provided (Used) by Investing Activities               -              -                                       -

Cash Flows from Financing Activities:
  Proceeds from Shareholder                                      -                                                112,500
  Proceeds from Sale of Common Stock                       143,500        152,000                               1,460,270
  Proceeds from Notes Payable                                    -              -                               2,963,202
  Stock for debt                                                 -                                                600,600
  Increase (decrease) in Due to Related Parties                  -        469,318                                       -
  Contributed capital                                      847,258              -                                 847,258
  Proceeds from Stock to be Issued                               -              -                                       -
                                                     -------------    ------------                 ---------------------------

  Net Cash Provided (Used) by Financing Activities         990,758        621,318                               5,983,830
                                                     -------------    ------------                 ---------------------------

Increase (Decrease) in Cash                                 17,774        (36,867)                                 17,899

Cash and Cash Equivalents at Beginning of Period               125         36,992                                       -
                                                     -------------    ------------                 ---------------------------

Cash and Cash Equivalents at End of Period           $      17,899    $        125                 $               17,899
                                                     =============    ============                 ===========================

Cash Paid For:
  Interest                                           $           -    $          -                 $                    -
                                                     =============    ============                 ===========================
  Income Taxes                                       $           -    $          -                 $                    -
                                                     =============    ============                 ===========================

Non-Cash Activities:
  Stock Issued for Services                          $     419,600    $    150,000                 $              767,907
                                                     =============    ============                 ===========================
  Stock Issued for Accounts Payable                  $           -    $     88,000                 $               88,000
                                                     =============    ============                 ===========================
  Cancellation of Shares                             $           -    $          -                 $              500,000
                                                     =============    ============                 ===========================
Common Stock Issued in Satisfaction of Promisory Note $          -    $          -                 $              442,286
                                                     =============    ============                 ===========================
  Deemed Interest Converted into Additional Paid
  in Capital Related to Note Payable                 $           -    $          -                 $               41,700
                                                     =============    ============                 ===========================
  Conversion of Due to Related Party and Notes
   Payable into Preferred Shares in Consolidated Entity  $       -    $          -                 $           (3,709,575)
                                                     =============    ============                 ===========================
</TABLE>



<PAGE>



                                Nations RX, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                                                                                            (Deficit)
                                                Issued                      Issued                          During the
                                      Preferred      Preferred       Common         Common    Additional   Development
                                        Stock          Stock         Stock          Stock     Paid-In        Stage         Total
                                       Shares         Amount$        Shares        Amount$    Capital$          $            $
                                    =============    ===========   ===========    =========  ===========   ============  ========
<S>                                  <C>              <C>           <C>           <C>          <C>         <C>           <C>
Balance as of January 27, 1997

        (Date of Inception)               -                 -              -             -            -             -         -


Stock issued for cash                                                3,250,000       3,250      404,030                   407,280

Net (Loss) for the year ended
        December 31, 1997                                                                                     (70,062)   (70,062)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 1997              -                 -        3,250,000       3,250      404,030       (70,062)    337,218


Stock issued for cash                                                  215,000         215      325,407                   325,622


Contributed capital related to compensation                                -            -        25,000                    25,000

Net (Loss) for the year ended
        December 31, 1998                                                                                    (293,786)  (293,786)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 1998              -                -         3,465,000      3,465        754,437     (363,848)   394,054


Stock issued for cash                                                6,174,125      6,174        109,251                 115,425


Stock issued for services                                               71,495         71         41,431                  41,502

Stock issued in satisfaction of a $486,514
notes payable (including accrued interest
of $44,229                                                           2,305,520      2,306        484,209                 486,515

Contributed capital related to compensation                                -          -           25,000                  25,000

Net (Loss) for the year ended
        December 31, 1999                                                                       (211,425)              (211,425)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 1999               -                -       12,016,140     12,016       1,414,328    (575,273)   851,071

Stock issued for cash                                                  700,000        700         209,300                210,000

Stock issued for services                                               42,501         42          12,708                 12,750

Net (Loss) for the year ended
        December 31, 2000                                                                                    (148,148)  (148,148)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 2000                -               -       12,758,641     12,758       1,636,336    (723,421)   925,673
</TABLE>


<PAGE>

                                Nations RX, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                                                                                            (Deficit)
                                                Issued                      Issued                          During the
                                      Preferred      Preferred       Common         Common    Additional   Development
                                        Stock          Stock         Stock          Stock     Paid-In        Stage         Total
                                       Shares         Amount$        Shares        Amount$    Capital$          $            $
                                    =============    ===========   ===========    =========  ===========   ============  ========
<S>                                  <C>              <C>           <C>           <C>          <C>         <C>           <C>

Stock issued for services                                             446,180         446       171,809                   172,255

Stock issued for cash                                                 167,000         167        49,833                    50,000

Deemed interest expense related to
conversion features of note payable                                                              41,700                    41,700


Stock issued for interest                                             600,000         600        71,400                    72,000

Net (Loss) for the year ended
        December 31, 2001                                                                                 (1,088,801) (1,088,801)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 2001                -                -      13,971,821      13,971     1,971,078  (1,812,222)     172,827

Shares issued for interest and
default penalties on debt                                              837,500         838        32,663                   33,501

Stock issued for services                                            3,545,000       3,545       138,255                  141,800

Net (Loss) for the year ended
        December 31, 2002                                                                                 (4,168,432) (4,168,432)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 2002               -                -       18,354,321      18,354     2,141,996  (5,980,654) (3,820,304)

Preferred shares issued for
marketing rights                       3,000,000        3,000                                  2,337,000               2,340,000

Shares cancelled                                                     (500,000)       (500)         500                         -

Stock issued for debt                                                  733,334        733        241,267                 242,000

Stock issued for services                                            1,500,000       1,500       148,500                 150,000

Stock issued for cash at
$0.12 per share                                                      1,266,666       1,267       150,733                 152,000

Spin off of minority interest                                                                  3,709,575               3,709,575

Net (Loss) for the year ended
        December 31, 2003                                                                                 (3,739,563) (3,739,563)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 2003            3,000,000        3,000      21,354,321      21,354     8,729,571   (9,720,217)  (966,292)
</TABLE>

<PAGE>

                                Nations RX, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                                                                                            (Deficit)
                                                Issued                      Issued                          During the
                                      Preferred      Preferred       Common         Common    Additional   Development
                                        Stock          Stock         Stock          Stock     Paid-In        Stage         Total
                                       Shares         Amount$        Shares        Amount$    Capital$          $            $
                                    =============    ===========   ===========    =========  ===========   ============  ========
<S>                                  <C>              <C>           <C>           <C>          <C>         <C>           <C>
Stock issued for services at
$0.10 per share                                                     2,496,000        2,496      247,104                   249,600

Stock issued for cash at
$0.10 per share                                                     1,435,000        1,435      142,065                   143,500

Stock issued for services at
$0.05 per share                                                     1,000,000        1,000       49,000                    50,000

Stock issued for services at
$0.05 per share                                                     1,700,000        1,700       83,300                    85,000

Stock issued for services                                             700,000          700       34,300                    35,000

Stock issued for debt                                               6,006,000        6,006      594,594                   600,600

Contributed capital                                                                             847,258                   847,258

Net (Loss) for the year ended
        December 31, 2004                                                                                 (1,075,285) (1,075,285)
                                      -----------     -----------   -----------  ------------  -----------  -----------  --------
Balance at December 31, 2004           3,000,000        3,000       34,691,321     34,691      10,727,192  (10,795,502)  (30,619)
                                      ===========     ===========   ===========  ============  ===========  ===========  ========

Stock issued for services
$0.10 per share                                                       200,000        200         19,800                    20,000

Stock issued for services at
$0.10 per share                                                       100,000        100          9,900                    10,000
</TABLE>


<PAGE>






                                NATIONS RX, INC.
                  (Formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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.

Reclassification

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.

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.




                                        1

<PAGE>
                                NATIONS RX, INC.
                  (Formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to the Financial Statements (Cont'd)
                           December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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 sock issued   to   non-employees in accordance with the
provisions of SFAS No. 123 and the Emerging Issues Task Force ("EITF") Issue No.
96-18.

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.



                                        2

<PAGE>

                                NATIONS RX, INC.
                  (Formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to the Financial Statements (Cont'd)
                           December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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 gives  effect to
common stock equivalents, however, potential common shares are excluded if their
effect is  anti-dilutive.  The Company currently has 18,000,000 shares of common
stock equivalents outstanding as of December 31, 2004.

Comprehensive Income

The Company has no components of other comprehensive  income.  Accordingly,  net
income equals comprehensive income for all periods.

Advertising Costs

Advertising  costs  incurred in the normal  course of  operations  are  expensed
accordingly.  Advertising  costs  incurred for the years ended December 31, 2004
and 2003 were $ -0- and $-0- respectively.

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  carry  forwards  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.




                                        3

<PAGE>


                                NATIONS RX, INC.
                  (Formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to the Financial Statements (Cont'd)
                           December 31, 2004 and 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Income Taxes (Cont'd)

At December  31,  2004,  the Company had net  operating  loss carry  forwards of
approximately $10,795,502. That may be offset against future taxable income from
the year 2004 through 2024. No tax benefit has been reported in the December 31,
2004 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 carry  forwards for federal  income tax  reporting  purposes are
subject to annual limitations.  Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.

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.

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, Rescission 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; and
*  SFAS 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

                                        4

<PAGE>

                                NATIONS RX, INC.
                  (Formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to the Financial Statements (Cont'd)
                           December 31, 2004 and 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

New Accounting Pronouncements (Cont'd)

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.

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 been issued  entirely  and  consultant  agreed to
convert an amount owing as contributed capital.

NOTE 3 - COMMON STOCK


During 2004, the Company issued  5,896,000 shares of its $0.001 par value common
stock for  services  valued at $419,600.  The Company  issued  6,006,000  common
shares for $600,600 in debt and 1,435,000 shares for cash of $143,500.

During 2003, the Company cancelled 500,000 shares of its $0.001 par value common
stock.  Further,  the Company  issued 733,334 common shares for debt of $242,000
and 1,500,000 common shares for services at $0.04 per shares. Additionally,  the
Company issued 1,266,666 common shares for $152,000 in cash.

During 2002,  the Company  issued  837,500 shares of its $0.001 par value common
stock for  interest  and  default  penalties  in the amount of  $33,501  and the
Company issued another  3,545,000 $0.001 par value common shares for services at
$0.04 per share.


                                        5

<PAGE>


                                NATIONS RX, INC.
                  (formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to the Financial Statements (Cont'd)
                           December 31, 2004 and 2003


Common Stock (Cont'd)

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

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 the shares were
issued in error and a stop has been placed.

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 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.

NOTE 4 - GOING CONCERN

 The Company  incurred a net loss of  approximately  $ 1,075,285 and $ 3,939,563
for the years  ended  December  31,  2004 and 2003,  respectively,  and  current
liabilities  exceed current assets by  approximately $ 30,619 as of December 31,
2004.  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.




                                        6

<PAGE>


                                NATIONS RX, INC.
                  (formerly Eclipse Entertainment Group, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                   Notes to the Financial Statements (Cont'd)
                           December 31, 2004 and 2003

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 settled
this suit on or about January 27, 2005 through the issuance of 200,000 shares of
its $0.001 par value common stock.

The  Company  was named in a lawsuit  for no 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.


                                        7






ITEM 8A: CONTROLS AND PROCEDURES

The Company  carried out an  evaluation of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures  (as defined in
Exchange Act Rules  13a-15(e)  and  15d-15(e))  as of December  31,  2004.  This
evaluation was carried out under the supervision and with the  participation  of
the Company's  management,  including the Company's CEO, Mr. Gary Campbell,  and
the  Company's  Chief  Financial  Officer,   Mr.  Karl  Harz.  Based  upon  that
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer  and  Chief  Financial  Officer,  to allow  timely  decisions
regarding required disclosure.


                                      -16-
<PAGE>


                                    PART III

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.

     Name                  Age         Position                 Dates Served
Gary Campbell               51         CEO and Director    From Dec 2003 to Date
Karl Harz                   54         CFO and Director    From Dec 2003 to Date
Albert Cook                 68         Director            From Dec 2003 to Date
William Philip Blase        52         Director            From Dec 2003 to Date

All its directors  will hold office at the  discretion of the Board or 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.

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.

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 Science in  Marketing and a Masters
in Business Administration and as well has been active  in all aspects of sports
and fitness.


                                      -18-
<PAGE>


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.


Section 16(A) Beneficial Ownership Reporting Compliance

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.


                                      -19-
<PAGE>



Name and principal position  Number of late  Transactions not    Known failures
                                 reports      timely reported       to file a
                                                                  required form

Gary Campbell, Director and CEO    0                   0                  0
Karl J. Harz, Director, CFO        0                   0                  0
Albert Cook, Director              0                   0                  0
William Philip Blase, Director     0                   0                  0

Code of Ethics Disclosure Compliance

As of  December  31,  2004,  the  Company  has not  adopted a Code of Ethics for
Financial  Executives,  which include our Company's principal executive officer,
principal  financial officer,  principal  accounting  officer or controller,  or
persons performing similar functions, as required by sections 406 and 407 of the
Sarbanes-Oxley  Act of 2002.  Subsequent  to December 31, 2004,  the Company has
begun the  process of  designing  a code of ethics  which will be filed with the
Security and Exchange Commission.

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 for the last three years:

<TABLE>
<CAPTION>
                                  Annual Compensation                        Long Term Compensation
    Name       Title     Year   Salary   Bonus   Other Annual    Restricted  Warrants  LTIP         All Other
                                 ($)      ($)    Compensation      Stock    and Options  payouts   Compensation
                                                      ($)         Awarded       (#)       ($)          ($)
                                                                    ($)
<S>             <C>      <C>   <C>        <C>        <C>            <C>         <C>      <C>          <C>
Gary            CEO
Campbell                 2004  120,000     0           0               0         0         0            0
                         2003  120,000     0           0               0         0         0            0
                         2002    n/a      n/a         n/a           n/a         n/a       n/a          n/a
                         2001    n/a      n/a         n/a           n/a         n/a       n/a          n/a
</TABLE>

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, which can be terminated by either party on    10 days' written notice.
Mr. Campbell serves at the pleasure of the Board of  Directors. Mr. Campbell was
employed as the CEO of the Company beginning in December 2003.


                                      -20-
<PAGE>



ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.

The  following  table  sets  forth  certain  information  as of May 3, 2005 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.

<TABLE>
<CAPTION>
  Title of class   Name and address of beneficial owner   Amount of beneficial       Percent of class
                                                               ownership
     <S>               <C>                                  <C>                            <C>
     Common            Brent Nelson
                       10900 N. E. 8th Street
                       Bellevue, WA 98004                    2,971,270 (2)                 8.5%

     Grand Total                                                                           8.5%
                                                             2,971,270

Total of all directors and executive officers                      0                        0%
 (7 persons)
</TABLE>


(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.

The  following  table  sets  forth  certain  information  as of May 3, 2005 with
respect to the beneficial ownership of preferred 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  preferred  stock,  (ii) each  director  of the
Company and (iii) all executive offices and directors of the Company as a group.


                                      -21-
<PAGE>


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------
  Title of class    Name and address of beneficial owner   Amount of beneficial      Percent of class
                                                                ownership
-----------------------------------------------------------------------------------------------------

                   <c>                                      <c>                       <c>
     Preferred         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             2,916,666                 97.2%
                       Wildomar, California 92595
-----------------------------------------------------------------------------------------------------
Grand Total                                                     3,000,000                 100.0%

-----------------------------------------------------------------------------------------------------
Total of all directors and executive officers                       0                       0%
(4 persons)
-----------------------------------------------------------------------------------------------------
</TABLE>

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.

(a) Prior to accepting a  position as a   Director   and Officer of the Company,
TerraStar Marketing Inc., a company   controlled by Mr. Campbell the current CEO
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.


                                      -22-
<PAGE>


ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.

a. Exhibits

  Exhibit      Description
  Number
  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)
  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 2002
  31.2       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 2002
  32         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

None

ITEM 14:    PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Audit Fees
The aggregate fees billed by the Company's  auditors for  professional  services
rendered  in  connection  with the audit of the  Company's  annual  consolidated
financial  statements for the fiscal years ended December 31, 2003 and 2004 were
$7,500 and approximately $9,750 respectively.

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

Tax Fees
The aggregate fees billed by the Company's  auditors for  professional  services
for tax compliance,  tax advice,  and tax planning were $0 and $0 for the fiscal
years ended December 31, 2003 and 2004.


                                      -23-
<PAGE>


All Other Fees
The  aggregate  fees billed by the  Company's  auditors for all other  non-audit
services,   such  as  attending  meetings  and  other  miscellaneous   financial
consulting, for the fiscal years ended December 31, 2003 and 2004 were $0 and $0
respectively.


                                   SIGNATURES


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

NATIONS Rx, INC.
/s/ Gary Campbell
-----------------
By: Gary Campbell
CEO/Director
Date: May 25, 2005

/s/ Karl Harz
-------------
By: Karl Harz
CFO/Director
Date: May 25, 2005



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


/s/ Gary Campbell
-------------------------------------
Gary Campbell, Director                         Date: May 25, 2005



/s/ William Philip Blase
-------------------------------------
William Philip Blase, Director                  Date: May 25, 2005




/s/ Karl Harz
-------------------------------------
Karl Harz, Director                             Date: May 25, 2005


/s/ Albert Cook
-------------------------------------
Albert Cook, Director                           Date: May 25, 2005