U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2003
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 0-26181
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eClic, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 86-0945116
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8455 W. Sahara, Suite 130
Las Vegas, NV 89117
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(Address of principal executive offices)
(888) 971-1336
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
1
The Registrant has 20,000,000 Common Stock, authorized, 1,515,000 shares
of Common stock issued and outstanding, par value $0.001 per share as of
June 30, 2003. Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
June 30, 2003.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Independent Accountant's Review Report............... 5
Balance Sheet (unaudited)............................ 6
Statements of Operations (unaudited)................. 7
Statements of Cash Flows (unaudited)................. 8
Notes to Financial Statements........................ 9-10
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 11
Item 3. Controls and Procedures................................ 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes in Securities and Use of Proceeds............ 17
Item 3. Defaults upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote
of Security Holders................................. 17
Item 5. Other Information..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 17
Signatures...................................................... 18
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended June 30, 2003. The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the six months ended
June 30, 2003, follow.
4
Beckstead and Watts, LLP
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Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS REVIEW REPORT
July 18, 2003
Board of Directors
eClic, Inc.
(a Development Stage Company)
Las Vegas, NV
We have reviewed the accompanying balance sheet of eClic, Inc. (a Nevada
corporation) (a development stage company) as of June 30, 2003 and the related
statements of operations for the three and six months ended June 30, 2003 and
2002 and for the period March 1, 1999 (Inception) to June 30, 2003, and
statements of cash flows for the six months ended June 30, 2003 and 2002 and
for the period March 1, 1999 (Inception) to June 30, 2003. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on my reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be in conformity with generally accepted accounting principles in the United
States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has had limited operations and has not commenced
planned principal operations. This raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Beckstead and Watts, LLP
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Beckstead and Watts, LLP
5
eClic, Inc.
(a Development Stage Company)
Balance Sheet
Balance Sheet
(unaudited)
June 30, December 31,
2003 2002
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Assets
Current assets:
Cash $ 13,801 $ 15,769
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Total current assets 13,801 15,769
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$ 13,801 $ 15,769
=========== ============
Liabilities and Stockholders' Equity
Current liabilities $ - $ -
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Stockholders' Equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, zero shares issued and
outstanding - -
Common stock, $0.001 par value, 20,000,000
shares authorized, 1,515,000 shares issued
and outstanding 1,515 1,515
Additional paid-in capital 80,338 80,338
Deficit accumulated during development stage (68,052) (66,084)
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13,801 15,769
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$ 13,801 $ 15,769
=========== ============
The Accompanying Notes are an Integral Part of These Financial Statements.
6
eClic, Inc.
(a Development Stage Company)
Statement of Operations
(unaudited)
For the Three and Six Months Ending June 30, 2003 and 2002
and For the Period July 1, 1999 (Inception) to June 30, 2003
Statement of Operations
Three Months Ending Six Months Ending July 1, 1999
June 30, June 30, (Inception) to
-------------------- -------------------- June 30,
2003 2002 2003 2002 2003
--------- --------- --------- --------- -----------------
Revenue $ - $ - $ - $ - $ 776
--------- --------- --------- --------- -----------------
Expenses:
Amortization
expense - - - - 6,936
Research and
development - - - - 3,650
Impairment loss - - - - 6,065
General and
administrative
expenses 2,000 2,600 2,000 5,600 52,272
--------- --------- --------- --------- -----------------
Total expenses 2,000 2,600 2,000 5,600 68,923
--------- --------- --------- --------- -----------------
Other income:
Interest income 15 31 32 31 95
--------- --------- --------- --------- -----------------
Total other
income 15 31 32 31 95
--------- --------- --------- --------- -----------------
Net income (loss) $ (1,985) $ (2,569) $ (1,968) $ (5,569) $ (68,052)
========= ========= ========= ========= =================
Weighted average
number of common
shares
outstanding -
basic and fully
diluted 1,515,000 1,515,000 1,515,000 1,515,000
========= ========= ========= =========
Net income (loss)
per share -
basic and fully
diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= =========
The Accompanying Notes are an Integral Part of These Financial Statements.
7
eClic, Inc.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
For the Six Months Ending June 30, 2003 and 2002
and For the Period July 1, 1999 (Inception) to June 30, 2003
Statement of Cash Flows
Six Months Ending July 1, 1999
June 30, (Inception) to
------------------ June 30,
2003 2002 2003
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Cash flows from operating activities
Net (loss) $ (1,968) $ (5,569) $ (68,052)
Impairment loss - - 6,065
Amortization expense - - 6,935
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Net cash used by operating activities (1,968) (5,569) (55,052)
-------- -------- -----------------
Cash flows from investing activities
Development of website - - (13,000)
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Net cash used by investing activities - - (13,000)
-------- -------- -----------------
Cash flows from financing activities
Issuance of common stock - - 81,853
-------- -------- -----------------
Net cash provided by financing activities - - 81,853
-------- -------- -----------------
Net (decrease) increase in cash (1,968) (5,569) 13,801
Cash - beginning 15,769 28,343 -
-------- -------- -----------------
Cash - ending $ 13,801 $ 22,774 $ 13,801
======== ======== =================
Supplemental disclosures:
Interest paid $ - $ - $ -
======== ======== =================
Income taxes paid $ - $ - $ -
======== ======== =================
The Accompanying Notes are an Integral Part of These Financial Statements.
8
eClic, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2002 and
notes thereto included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As at June 30, 2003, the Company
has not recognized revenue to date and has accumulated operating losses of
approximately $68,000 since inception. The Company's ability to continue as a
going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to
further development of the Company's products, to provide financing for
marketing and promotion, to secure additional property and equipment, and for
other working capital purposes. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
9
eClic, Inc.
(a Development Stage Company)
Notes
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The original business of eClic, Inc. (eClic.com) was to market and
sell health care products, specifically prescription drug products, through
its Internet Web Site. The Company hoped to identify suppliers would be
responsible for inventory, billing and shipping their products to the
potential customers generated through the Company's Web site. Additionally,
the Company planned to seek advertisers to advertise their product(s) on the
Company's Web site. Since the inception of this business strategy,
government regulations have limited the selling prescription medications
through websites, as such, in order to stay compliant with government
regulations, the Company abandoned it original business plan. The Company
is now in the process of developing a new business strategy. The Company is
currently assessing various options and strategies to become a profitable
corporation.
The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based, each
of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages
of development, and particularly by such companies entering new and
rapidly developing markets like the Internet. The Company's prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages
of development, particularly companies in new and rapidly evolving
markets such as online commerce. Based on adverse market conditions and
the failure of many Internet "dot.com" companies, eClic has reconsidered
its original business plan, and is currently developing other business
strategies.
The Company was incorporated in the State of Nevada on March 1, 1999.
Accordingly, the Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be
based, each of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages of
development, and particularly by such companies entering new and rapidly
developing markets like the Internet. The Company's prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development.
The ability of the Company to manage its operations, including the amount and
timing of capital expenditures and other costs relating to the expansion of
the company's operations, the introduction and development of different or
more extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources,
the inability of the Company to attract, retain and motivate qualified
personnel and general economic conditions.
11
The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. As of June 30, 2003, the Company had an accumulated deficit of
sixty-eight thousand fifty-two ($68,052) dollars. The Company expects
that its operating expenses will increase significantly during the next
several years, especially in the areas of sales and marketing, and brand
promotion. Thus, the Company will need to generate increased revenues to
achieve profitability. To the extent that increases in its operating expenses
precede or are not subsequently followed by commensurate increases in
revenues, or that the Company is unable to adjust operating expense levels
accordingly, the Company's business, results of operations and financial
condition would be materially and adversely affected. There can be no
assurances that the Company can achieve or sustain profitability or that
the Company's operating losses will not increase in the future.
The Company is currently assessing various options and strategies to become
a profitable corporation. The analysis of new businesses opportunities and
evaluating new business strategies will be undertaken by or under the
supervision of the Company's President. In analyzing prospective businesses
opportunities, management will consider, to the extent applicable, the
available technical, financial and managerial resources of any given business
venture. Management will also consider the nature of present and expected
competition; potential advances in research and development or exploration;
the potential for growth and expansion; the likelihood of sustaining a profit
within given time frames; the perceived public recognition or acceptance of
products, services, trade or service marks; name identification; and other
relevant factors. The Company anticipates that the results of operations of
a specific business venture may not necessarily be indicative of the potential
for future earnings, which may be impacted by a change in marketing
strategies, business expansion, modifying product emphasis, changing or
substantially augmenting management, and other factors.
The Company will analyze all relevant factors and make a determination based
On a composite of available information, without reliance on any single
factor. The period within which the Company will decide to participate in a
given business venture cannot be predicted and will depend on certain
factors, including the time involved in identifying businesses, the time
required for the Company to complete its analysis of such businesses, the
time required to prepare appropriate documentation and other circumstances.
Going Concern - The Company experienced operating losses, since its inception
On July 1, 1999 through the period ended June 30, 2003. The financial
statements have been prepared assuming the Company will continue to operate as
a going concern which contemplates the realization of assets and the settlement
of liabilities in the normal course of business. No adjustment has been made
to the recorded amount of assets or the recorded amount or classification of
liabilities which would be required if the Company were unable to continue its
operations. (See Financial Footnote 2) Management believes it has enough
funds to operate for the next twelve (12) months without the need to raise
additional capital to meet its obligations in the normal course of business.
12
Results of Operations
During the six month period ended June 30, 2003, the Company did not generate
any revenues. In addition, the Company does not expect to generate any
profit for the next year.
In its most recent six month operating period ended June 30, 2003, the
Company did not generate any revenues. During the first six months ended
June 30, 2003, the Company was inactive and had a net loss of $(1,968) as
compared to a net loss of $(5,569) for the same period last year. For the
Quarter ended June 30, 2003, the Company had a net loss of $(1,985) as
compared to a net loss of $(2,569) for the same period last year. The majority
of these expenses represented general and administrative expenses, particularly
accounting and audit fees to maintain the fully reporting status of the Company.
During the First Quarter, the Company continued to seek new strategies for its
website and business plan. Since the Company's inception, on March 1, 1999,
the Company experienced a net lost $68,052.
Plan of Operation
Management does not believe that the Company will be able to generate
revenues during the coming year, unless the company can define a better
strategy to develop a marketing strategy and business plan. Management
does not believe the company will generate any profit in the near future,
as developmental and marketing costs will most likely exceed any anticipated
revenues. Management is hopeful that being a reporting company will
increase the quality and number of prospective business opportunities that
may be available to the Company.
The Company is a developmental stage company whose original principal
business objective was to sell and market health related products
or products which offer the Company potential revenues, and generate
advertising revenues from other vendors who sell and market products
through the World Wide Internet. Although the Company's original business
objective has not been completely abandoned, due to the struggle of Internet
companies in the past year, the Company is currently assessing various
options and strategies to become a profitable corporation.
The Company believes it has enough monies to sustain itself for the next twelve
months. However, there can be no assurances to that effect, as the Company has
no revenues and the Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that period. In the
event the Company requires additional funds, the Company will have to seek
loans or equity placements to cover such cash needs. There is no assurance
additional capital will be available to the Company on acceptable terms. In
the event the Company is able to complete a business combination during this
period, lack of its existing capital may be a sufficient impediment to prevent
it from accomplishing the goal of completing a business combination. There is
no assurance, however, that without funds it will ultimately allow registrant
to complete a business combination. Once a business combination is completed,
the Company's needs for additional financing are likely to increase
substantially.
13
Liquidity and Capital Resources
On April 5, 1999, the Company completed a public offering of shares of
Common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 500,000 shares of
the Common Stock of the Company to 40 unaffiliated shareholders of
record. The Company filed an original Form D with the Securities and
Exchange Commission on or about March 22, 1999. On April 5, 1999,
the Company has 1,500,000 shares of common stock issued and outstanding
held by 41 shareholders of record.
On May 4, 2000, the Company sold 15,000 shares of its $0.001 par value
common stock in a Regulation D, Rule 506 of the Securities Act of 1933, as
amended, private placement offering to one investor. The offering raised a
total of $30,000, of which $15 is common stock and $29,985 is additional
paid-in capital.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
Therefore, management is currently assessing options, so that the Company
can remain a Going Concern. These options include, but are not limited to:
management advancing the Company funding; a 505/506 Offering; or developing
a strategic alliance with a better funded company.
As a result of our the Company's current limited available cash, no officer
or director received compensation through the first six month ended June 30,
2003. No officer or director received stock options or other non-cash
compensation since the Company's inception through June 30, 2003. The
Company does have employment agreements in place with each of its officers.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
14
Market Information
The common stock of the Company is not traded on the NASDAQ OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's common stock at present and there has
been no trading market to date.
There is currently no common stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's
common stock.
Dividends
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
Forward-Looking Statements
This Form 10-QSB includes "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. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
the Company's business and operations, and other such matters are forward-
looking statements. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which
are beyond the control of the Company.
15
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve significant risks and uncertainties, and that
actual results may differ materially from those projected in the forward-
looking statements as a result of various factors. Factors that could
adversely affect actual results and performance include, among others, the
Company's limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change
and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
16
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended June 30, 2003, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Title of Document
----------------------------------------------------------------
31.1 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certifications 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
The Company did not file a report on Form 8-K during the three months ended
June 30, 2003. As a subsequent filing, the Company filed a Current Report
dated August 18, 2003 on Form 8-K, pursuant to Item 1 ("Changes in Control
of Registrant").
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 18, 2003 eClic, Inc.
-------------- ------------
(Registrant)
BY: /s/ Lee Daniels
---------------------------
Lee Daniels
President,
Chief Executive Officer,
Chief Financial Officer,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
BY: \s\ Lee Daniels Dated: August 18, 2003
- ---------------------------- ---------------
Lee Daniels
President
Chief Executive Officer
Chief Finacial Officer
and Director
18