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

AMENDMENT NUMBER FIVE TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MORGAN CLARK MANAGEMENT, INC.
(Name of Small Business Issuer in its charter)

UTAH 87-0633496
(State or Jurisdiction of (Primary Standard Industrial IRS Employer I.D. No.
Incorporation) Classification Code)

3700 Susan St., Ste. 200, Santa Ana, California 92704
(949) 770-2578; Fax (603) 375-6582

(Address and telephone number of Registrant's principal executive
offices and principal place of business)

Vincent van den Brink
3700 Susan St., Ste. 200, Santa Ana, California 92704
(949) 770-2578; Fax (603) 375-6582

(Name, address, and telephone number of agent for service)

Vincent van den Brink,
3700 Susan St., Ste. 200, Santa Ana, California 92704
(949) 770-2578; Fax (603) 375-6582
(Name, address, and telephone number of agent for service)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

CALCULATION OF REGISTRATION FEE

TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
------------------- --------- ----------------- -------------- ----------------

Common Stock, $25,000 $ .50 $25,000 $6.60
$.001 par

Total $25,000 $ .50 $25,000 $6.60

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

DATED: MAY ____, 2001

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT
RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

MORGAN CLARK MANAGEMENT, INC.

50,000 SHARES OF COMMON STOCK

Up to 50,000 of the shares of common stock offered hereby are being sold by
MORGAN CLARK MANAGEMENT, INC. There is no minimum contingency and no escrow or
impound, and the proceeds may be utilized by Morgan Clark in its discretion.
Morgan Clark's common stock is not currently listed or quoted on any quotation
medium. There can be no assurance that Morgan Clark's common stock will ever be
quoted on any quotation medium or that any market for Morgan Clark's stock will
ever develop.

THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION."
2

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
_______________________________________________________________

Per Share.............$ .50 $ 0 $ .50
Total ................$ 25,000 $ 0 $25,000

(1) Before deducting expenses payable by Morgan Clark, estimated at
approximately $15,000. This offering is self-underwritten, so
Morgan Clark is not obligated to pay commissions or fees on the sales of
any of the shares. This offering is for up to 50,000 common shares. There
is no minimum contingency, and the proceeds may be used in Morgan Clark's
discretion.

(2) The shares of common stock are being offered by Morgan Clark through
its officers and directors, subject to prior sale, when, as, and if
delivered to and accepted by Morgan Clark and subject to the approval of
certain legal matters by counsel and certain other conditions.

Morgan Clark reserves the right to withdraw, cancel or modify the Offering
and to reject any order in whole or in part.

June___, 2001

TABLE OF CONTENTS
PAGE
----
Prospectus Summary.................................... 4
Risk Factors.......................................... 6-9
Use of Proceeds....................................... 9
Dividend Policy....................................... 10
Price Range of Securities............................. 10
Determination of Offering Price....................... 11
Capitalization........................................ 11
Selected Financial Data............................... 11
Dilution.............................................. 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.......................................... 12
Plan of Operation - In General........................ 12
Business.............................................. 14
Marketing............................................. 14
Employees............................................. 17
Competition........................................... 18
Management............................................ 18
Principal Stockholders................................ 19
3

Certain Transactions.................................. 19

Description of Securities............................. 20
Shares Eligible for Future Sale....................... 22
Plan of Distribution.................................. 22
Legal Matters......................................... 23
Experts............................................... 23
Index to Financial Statements......................... 24

PROSPECTUS SUMMARY

CORPORATE BACKGROUND

Morgan Clark was organized on June 3, 1999, and is in the process of commencing
operations, but has not generated any revenue and is still a development stage
corporation. Morgan Clark is a commissioned broker in the business of
providing equipment leasing, factoring, and asset based financing to small to
medium size companies. Morgan Clark has a website
(www.morganclarkleasing.bizland.com) which provides information regarding the
types of business loans we offer but it is not functional at present. There
can be no assurance that Morgan Clark's common stock will ever develop a
market.

THE OFFERING

Common Stock Offered......................... Up to 50,000 shares

Common Stock Outstanding after the
Offering................................... 1,050,000 shares(1)

THE OFFERING

Common Stock Offered......................... Up to 50,000 shares

Common Stock Outstanding after the
Offering................................... 1,050,000 shares(1)

Use of Proceeds.............................. Working capital

Symbol....................................... None

Risk Factors................................. The shares of common stock
offered hereby involve a high
degree of risk and immediate
substantial dilution See"Risk
Factors" and "Dilution"

Term of offering........................... 180 days, which may be
extended an additional 180
days at the discretion of the
Board of Directors
4
_______________________________

(1) Figures are based on the current outstanding shares of 1,000,000

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements, including Notes, included elsewhere
in this Prospectus.

March 31, 2001

Long-term Debt $ 0

Shareholders deficit:

Common Stock, $.001 par value,
100,000,000 shares authorized; 1,000,000
shares issued and outstanding 1,000

Stock subscription receivable (900)

Accumulated deficit (3,174)

Total shareholders' equity (deficit) (2,974)

Total Capitalization (1974)

RISK FACTORS

You should carefully consider the risks described below before making a
decision to purchase our common stock. The risks described below are not the
only ones we face. Additional risks that are not presently known to us or which
we currently believe are immaterial may also impair our business operations.
Our business, financial conditions or results of operation could be materially
adversely affected by any of these risks.

We have only one officer, director and shareholder and there is a possible
conflicts of interest in certain related party transactions engaged in by us.
* Morgan Clark has engaged in transactions with its only officer, director and
principal stockholder. The terms of these transactions were determined without
arms' length negotiations and could create, or appear to create, potential
conflicts of interest which may not necessarily be resolved in our favor. See
"Certain Transactions."

Our only officer and director is involved in other business activities and may
divert business opportunities from this company.

* We presently employ our President, Secretary and Treasurer, Mr. Vincent van
den Brink, who devotes approximately 20 hours per week on the business of
Morgan Clark. He is also employed by Airway Business Credit in the same line of
business and he may divert business opportunities from this company. Mr. Van
den Brink would be able to keep the entire commission if he diverted a business
opportunity from Morgan Clark, whereas his interest in the commission would be
limited to the extent of his equity interest in Morgan Clark if he credited the
commission to Morgan Clark. The diversion of business from Morgan Clark would
result in a loss of revenue to us and could result in our ceasing operations.
See "Employees"

Morgan Clark's only officer and director is involved in other business
activities and only devotes 20 hours per week to Morgan Clark which may not be
sufficient to develop our business and may result in a lack of revenue.

* Morgan Clark presently employs its President, Secretary and Treasurer,
Vincent van den Brink, who devotes approximately 20 hours per week on the
business of Morgan Clark. This amount of time may not be sufficient to develop
Morgan Clark's business and may result in a lack of revenue to Morgan Clark.
This lack of revenue could result in our ceasing operations. See "Employees"

The loss of the services of Mr. Vincent van den Brink, our only executive
officer, would harm our business.

* Our future success depends to a significant extent on the efforts and
abilities of our management, Vincent van den Brink, our chief executive officer
and chairman of the board of directors. The loss of the services of this
individual would harm our business. We may be unable to attract, motivate and
retain other key employees in the future. Competition for employees in the
lending businesses is intense, and we may experience difficulty in hiring
qualified personnel and we may have a lack of funds to do so. See "Employees"

It will be difficult for you to evaluate our future performance and prospects
based on our past performance because
we are a relatively new company with no operating history and no income.
* Since inception, we have incurred losses and have had no income. Our lack of
operating history makes predicting our future performance and prospects
difficult and does not necessarily provide investors with a meaningful basis
for evaluating an investment in our common stock. Morgan Clark's prospects must
be considered in light of the risks, expenses, delays and difficulties
frequently encountered in establishing a new business in an emerging and
evolving industry characterized by intense competition. See "Company Overview"

We may not be able to raise enough capital to offset our expected expenses and
will not be able to develop our business.
* There is no minimum contingency or escrow of any funds received by Morgan
Clark in this offering, and any funds received may be utilized by Morgan Clark
for any corporate purpose as the funds are received.
* There is a risk that we will not raise enough capital to offset the $15,000
in expected expenses, or we will not raise the full $25,000, in which case we
will not be able to use the funds raised to develop our business. See "Use of
Proceeds"

If you purchase shares of our stock, you will experience an immediate and
significant dilution in net tangible book value.
* The public offering price is substantially higher than the net tangible book
value per share of the currently outstanding common stock. Purchasers of our
common stock in this offering will experience immediate and substantial
dilution. Dilution represents the difference between the price of a share sold
in this offering and the pro forma net tangible book value per share after the
offering. The dilution in net tangible book value, assuming a $0.50 per share
offering price, will be 98.2% of the offering price to $0.009 in net tangible
book value. See "Dilution."

We will need to raise additional funds after this offering, but we may not be
able to do so, which will adversely effect our business in that we will not be
able to develop our website, take advantage of business opportunities or
respond to competitive pressures.

* We will need a minimum of $10,000 to satisfy our cash requirements for the
next 12 months. We will be required to raise additional funds after this
offering, especially if we do not sell the maximum number of shares and, as a
result, do not have the proceeds necessary to implement our business plan to
the extent we desire. If such financing is not available when required or is
not available on acceptable terms, we may be unable to develop or enhance our
website, take advantage of business opportunities or respond to competitive
pressures, any of which could have a material adverse effect on our business,
financial condition and results of operations. See "Plan of Operations - In
General"

We plan to raise additional capital through equity financing which will have a
dilutive effect on existing shareholders.

* During the next twelve months, we plan to satisfy our cash requirements by
additional equity financing. This will be in the form of private placements of
restricted common stock. If we are successful in raising additional equity
financing, the net tangible book value per share of the currently outstanding
common stock would be diluted by the issuance of additional shares. See "Plan
of Operations - In General"

Morgan Clark has no intention to register this offering in all of the states,
which may have an adverse effect on the ability of shareholders to resell their
shares.
* The shares shall be offered on a direct participation basis in the States of
New York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. This limited
distribution may have an adverse effect on the ability of shareholders to
resell their shares. See "Plan of Distribution"

Morgan Clark's potential customers could contact, or be contacted, directly by
a lender, and therefore have no use for our broker services.
* Some lenders have direct marketing campaigns to target potential business
borrowers. These lenders are much larger and more well funded than we are. We
could not compete with these lenders in such a direct marketing campaign as we
do not have the funds nor the sales force. This would result in decreasing the
amount of potential business that we could compete for and reduce our revenue.
See "Competition."
7
We will have broad discretion in the use of the net proceeds from this
offering, and we might use them ineffectively and not be able to develop our
business

* We will have broad discretion over how we use the net offering proceeds, and
we could spend the proceeds in ways with which you might not agree. We may not
use these proceeds effectively. We plan to use the proceeds from this offering
for:
- offering expenses;
- website development; and

working capital and general corporate purposes.
* We could use the proceeds for website development which did not result in any
or minimal revenue or use the proceeds for working capital and general
corporate purposes which resulted in no increase in revenue Either use of
proceeds would be ineffective in producing or increasing revenues which might
result in our not being able to develop our business.
* We have not definitively determined how we will allocate proceeds among these
uses, particularly since we must sell more that the estimated expenses of
$15,000 in order to have any net proceeds. If we have no net proceeds, we will
not be able to develop our business. See "Use of Proceeds."

We are selling the shares in a direct participation offering without the use of
an underwriter and may not be able to sell any or all of this offering.

* We are selling the shares in a direct participation offering, without the
resources or expertise of an underwriter. As a result, we may not be able to
sell any of the shares in the offering, or even enough shares to cover our
expected expenses. We do not know whether we could sell these shares using the
services of an underwriter more efficiently or inexpensively. See "Plan of
Distribution".

This is a direct participation offering of our shares for which there is no
public market, and as a result, we cannot predict when or whether an active
trading market will develop and an investor could suffer a loss on their
investment

There has not been a public market for our common stock. We are not sure when
the common stock will start trading, and this may not occur until well after
the closing of this offering. We could decide not to facilitate the
commencement or continuation of a trading market for the common stock for an
extended period. A trading market may not develop. Because no underwriter has
sold any shares to its customers, there is currently little incentive for a
financial institution to provide aftermarket support of the shares. Without a
public market for our shares, purchasers of our shares will find it difficult
or impossible to resell their shares when they want to or have to and an
investor could suffer a loss on their investment. See "Plan of Distribution"

The price of our common stock after this offering is likely to be volatile and
may fall below the initial public offering price, at least in part because this
is a direct participation offering.

* The stock market has experienced significant price and volume fluctuations,
and the market prices of securities of Internet-related companies have been
particularly volatile. Our officer and director is selling the shares in a
direct participation offering and as of the date of this prospectus, there is
no underwriter working with us who could provide aftermarket support, and no
broker dealer has committed to selling any shares. Due to this lack of
aftermarket support, the price of our stock following the offering may
decrease, and investors may be unable to resell their shares at or above the
initial public offering price, which could result in a loss to the investor .
See "Plan of Distribution" We have no agreements with any underwriters or
broker dealers, and we may be unable to attract market makers. An active
trading market may not develop. In order to become listed on the OTC Electronic
Bulletin Board, we need to have at least one registered and active market
maker. We currently have no market makers. Additionally, See "Price Range of
Securities".

This is a direct participation offering, and we have determined the offering
price arbitrarily.

* This is a direct participation offering and no investment banker or appraiser
has been consulted concerning this offering or the fairness of the offering
price of the shares. We have arbitrarily determined the offering price and
other terms relative to the shares offered. The offering price does not bear
any relationship to assets, earnings, book value or any other objective
criteria of value. The price of our stock following the offering may decrease,
and investors may be unable to resell their shares at or above the initial
public offering price. This could result in a significant loss to the
investors. See "Plan of Distribution".

Our securities are referred to as "penny stocks" which places restrictions on
the ability of broker-dealers to sell our securities.

* The SEC has adopted regulations which generally define a "penny stock" to be
any equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities may become subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with a net
worth 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, the
broker-dealer must:

* make a special suitability determination for the purchase of such securities;
* have received the purchaser's written consent to the transaction prior to the
purchase;
* deliver to the purchaser, prior to the transaction, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the penny stock
market;
* disclose to the purchaser the commission payable to the broker-dealer and the
registered representative;
* provide the purchaser with current quotations for the securities;
* if the broker-dealer is the sole market maker, he must disclose that fact to
the purchaser and his presumed control over the market; and

9
* provide the purchaser with monthly statements disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.

* Consequently, the "penny stock" rules may restrict the ability of
broker-dealers to sell our securities in the secondary market, if one is
formed. Our shareholders may not be able to sell their shares unless a
secondary market develops. See "Penny Stock Status"

USE OF PROCEEDS

The net proceeds to Morgan Clark from the sale of all of the shares of common
stock offered hereby are estimated to be approximately $10,000. Morgan Clark
intends to use these proceeds for web site promotion, working capital and
general corporate purposes, as follows:

Use Amount
--- -------
Offering expenses $15,000
Web site promotion 3,500
Management salaries 0
Employee salaries 4,500
Working capital 2,000
Total: $25,000

Morgan Clark intends to use these proceeds for web site promotion, working
capital and general corporate purposes, in that order of priority. The
allocation of the net proceeds of the offering set forth above represents
Morgan Clark's best estimates based upon its current plans and certain
assumptions regarding industry and general economic conditions and Morgan
Clark's future revenues and expenditures. If any of these factors change,
Morgan Clark may find it necessary or advisable to reallocate some of the
proceeds within the above-described categories.

There is no minimum contingency or escrow of any funds received by Morgan Clark
in this offering, and any funds received may be utilized by Morgan Clark for
any corporate purpose as the funds are received. There is a risk that we will
not raise enough capital to offset the $15,000 in expected expenses, or we will
not raise the full $25,000, in which case we will not be able to use the funds
raised to develop our business.

Morgan Clark will receive net proceeds of $10,000 if all the common stock is
sold at the price listed. Morgan Clark may not sell any common stock or receive
any proceeds. The common stock is being sold on a continuous no minimum basis.
Regardless of how many or how few shares are sold, Morgan Clark will use the
proceeds as they are received. Morgan Clark may not raise enough money from the
sale of shares to fund all of its projects.
We will have broad discretion over how we use the net offering proceeds, and we
could spend the proceeds in ways with which you might not agree. We may not use
these proceeds effectively. We plan to use the proceeds from this offering for:
offering expenses; website development; and working capital and general
corporate purposes.

10
We have not definitively determined how we will allocate proceeds among these
uses, particularly since we must sell more that the estimated expenses of
$15,000 in order to have any net proceeds. If we have no net proceeds, we will
not be able to develop our business.

The following table shows Morgan Clark's use of proceeds if 10%, 25%, 50%, 60%
and/or 75%, of the shares are sold. Further, we may not be able to sell any
shares in this offering.

10% 25% 50% 60% 75%
------- ------ ------ ------ ------
Proceeds $ 2,500 6,250 12,500 15,000 18,750
Offering expenses 15,000 15,000 15,000 15,000 15,000
Web site promotion 250
Management salaries 0
Employee salaries 450
Working capital 3,050
------
Net Proceeds $(12,500) (8,750) (2,500) ( 0) 3,750

We would have to sell 60% of the offering to have enough proceeds to pay for
the offering expenses. The allocation of the net proceeds of the offering set
forth above represents Morgan Clark's best estimates based upon its current
plans and certain assumptions regarding industry and general economic
conditions and Morgan Clark's future revenues and expenditures. If any of these
factors change, Morgan Clark may find it necessary or advisable to reallocate
some of the proceeds within the above-described categories.

Depending upon the number of shares sold, Morgan Clark may not receive
sufficient funds to use these proceeds for web site promotion, working capital
and general corporate purposes. If the net proceeds of the offering are
insufficient to fund the above purposes, Morgan Clark will be required to seek
additional financing from third parties. Such additional financing would be
more costly to Morgan Clark than through the sale of shares offered pursuant to
this prospectus. There is no assurance that such additional financing will be
available as needed.

Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates
of deposit, money market funds or other investment grade, short-term,
interest-bearing instruments.

DIVIDEND POLICY

Morgan Clark has never declared or paid cash dividends on its capital stock.
Morgan Clark currently intends to retain earnings, if any, to finance the
growth and development of its business and does not anticipate paying any cash
dividends in the foreseeable future.

PRICE RANGE OF SECURITIES

Morgan Clark's common stock is not listed or quoted at the present time, and
there is no present public market for Morgan Clark's common stock. We have only
one shareholder of record of our common stock. At present, Morgan Clark does
not have a market maker willing to file an application for our securities to be
quoted on the National Quotation Bureau's "pink sheets". We would need to have
a market maker also file a Form 211 with the National Association of Securities
Dealers to quote Morgan Clark's securities on the NASD OTC Bulletin Board
(Bulletin Board). The obtaining of a quotation is subject to NASD approval.
Morgan Clark's stock may not get approval for quotation and we will not be
quoted on the Bulletin Board. Therefore, a public market for Morgan Clark's
common stock may not ever develop. Unless we are successful in getting a market
maker interested in filing our application, we will not be able to get our
stock trading.

DETERMINATION OF OFFERING PRICE

Morgan Clark has determined the offering price of the shares. The offering
price of the shares bears no relation to book value, assets, earnings, or any
other objective criteria of value. Morgan Clark has arbitrarily determined the
price. Even if a public trading market develops for the securities, the shares
may not attain market values equal to the offering price.

Morgan Clark may not be able to develop a public market for its securities.
Prior to this offering, there has been no public market for the shares being
offered. An active trading market may not develop and purchasers of the shares
may not be able to resell their securities at prices equal to or greater than
the offering price. Purchasers of the shares may not be able to liquidate their
investment readily or at all.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of Morgan
Clark as of March 31, 2001. The table should be read in conjunction with the
Financial Statements, including the Notes thereto, appearing elsewhere in this
Prospectus.

March 31, 2001
--------------

Long-term Debt. . . . . . . . . . . . . . . . . . $ 0

Shareholders deficit:

Common Stock, $.001 par value,
100,000,000 shares authorized; 1,000,000
shares issued and outstanding. . . . . . . . 1,000

Stock subscription receivable . . . . . . . (900)

Accumulated deficit. . . . . . . . . .. . . (3,174)
12
Total shareholders' equity (deficit). . . . (3,074)

Total Capitalization . . . . . . . . . . . . . . (2,074)

DILUTION

As of September 30, 2000, Morgan Clark's net tangible book value was $0, or $0
per share of common stock. Net tangible book value is the aggregate amount of
Morgan Clark's tangible assets less its total liabilities. Net tangible book
value per share represents Morgan Clark's total tangible assets less its total
liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the sale of 50,000 shares at an offering price of $0.50
per share of common stock, application of the estimated net sale proceeds
(after deducting offering expenses of $15,000), Morgan Clark's net tangible
book value as of the closing of this offering would increase from $0 to $.009
per share. This represents an immediate increase in the net tangible book
value of $.009 per share to current shareholders, and immediate dilution of
$.491per share to new investors, as illustrated in the following table:

Public offering price per
share of common stock............................................. $0.50
Net tangible book value per share before offering................. $0
Increase per share attributable to new investors.................. $.009
Net tangible book value per share after offering.................. $.009
Dilution per share to new investors............................... $0.491
Percentage dilution............................................... 98.2%

The following table summarizes the number of shares of common stock
purchased from Morgan Clark, the total consideration paid to Morgan Clark and
the average price per share paid by existing stockholders and by new investors
purchasing the shares of common stock offered hereby (before deducting
estimated offering expenses payable by Morgan Clark):

SHARES PURCHASED TOTAL CONSIDERATION
---------------- -------------------
NUMBER PERCENT AMOUNT PERCENT AVERAGE
------ ------- ------ ------- -------

Existing stockholders 1,000,000 95.24% $ 1,000 3.85% $ .001
New investors 50,000 4.76% $ 25,000 96.15% $ .500

Total 1,050,000 100% $ 26,000 100%

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with Morgan Clark's
Financial Statements, including the Notes thereto, appearing elsewhere in this
Prospectus.

COMPANY OVERVIEW

Morgan Clark was organized on June 3, 1999, and is in the process of commencing
operations, but has not generated any revenue and is still a development stage
corporation. Since September, 2000, Morgan Clark has acted as a commissioned
broker in the business of providing equipment leasing, factoring, and asset
based financing to small to medium size companies. Morgan Clark has a website
(www.morganclarkleasing.bizland.com) which provides information regarding the
types of business loans we offer but it does not take loan applications at
present. Morgan Clark's common stock may not ever develop a market.

From inception, June 3, 1999, to June 30, 2000, we were a development stage
company conducting virtually no business operation, other than our efforts to
effect a business combination with a target business which we consider to have
significant growth potential. During this period, we have neither engaged in
any operations nor generated any revenue. We received no cash flow. At
inception, we sold 1,000,000 shares of common stock for $1,000 consisting of
$100 in cash and $900 stock subscription receivable. Over this period, our
operating expenses were met by loans from our stockholder and represented by a
note payable in the amount of $2,974. We have an accumulated deficit for this
period of $3,074.

During the nine months ended March 31, 2001, Morgan Clark had no revenues.
Total expenses amounted to $100, consisting of general and administrative
expenses of $100, amortization expense of $-0- and income tax expense of $-0-,
resulting in a net loss of $100.

For the nine months ended March 31, 2001, Morgan Clark had a net loss of
$2,724. The net loss of $2,724 was the result of interest income of $-0-,
general and administrative expenses of $2,724, and amortization
expenses of $-0-, resulting in a loss of $2,724.

At March 31, 2001, Morgan Clark had total assets of $-0-, consisting of
current assets of $-0- (cash and cash equivalents), and fixed assets of $-0-.
At June 30, 2000, Morgan Clark had total assets of $-0-, consisting of cash
and cash equivalents (current assets) of $-0- and fixed assets of $-0-.

At March 31, 2001, Morgan Clark's total liabilities consisted of notes
payable and accrued expenses of $3,074. At June 30, 2000, total liabilities
amounted to $2,974.

Since inception, we have incurred losses and have had no income. Our lack of
operating history makes predicting our future performance and prospects
difficult and does not necessarily provide investors with a meaningful basis
for evaluating an investment in our common stock. Morgan Clark's prospects
must be considered in light of the risks, expenses, delays and difficulties
frequently encountered in establishing a new business in an emerging and
evolving industry characterized by intense competition.

PLAN OF OPERATIONS - IN GENERAL

Morgan Clark's plan of operations is to develop an ongoing source of referral
business clients seeking financing. Morgan Clark acts as a commissioned broker
between the borrower and the lender. We will be seeking additional lending
sources to broker loans in the areas of equipment leasing, factoring and asset
based lending To do this, Morgan Clark will seek to establish an aggressive
marketing plan both on the internet and conventionally to attract potential
borrowers.

During the next twelve months, Morgan Clark plans to satisfy its cash
requirements by additional equity financing. This will be in the form of
private placements of restricted common stock. If Morgan Clark is not
successful in raising additional equity financing, and, thus, not be able to
satisfy its cash requirements, which primarily consist of legal and accounting
fees at the present time. Morgan Clark presently has no cash with which to
satisfy any future cash requirements. Morgan Clark will need a minimum of
$10,000 to satisfy its cash requirements for the next 12 months. These funds
reflect the expected expenses of launching our business plan and moving into
revenue-generating activities. Morgan Clark will not be able to operate if it
does not obtain equity financing. Morgan Clark has no current material
commitments.

We will need a minimum of $10,000 to satisfy our cash requirements for the next
12 months. We will be required to raise additional funds after this
offering, especially if we do not sell the maximum number of shares and, as a
result, do not have the proceeds necessary to implement our business plan
to the extent we desire. If such financing is not available when required or
is not available on acceptable terms, we may be unable to develop or enhance
our website, take advantage of business opportunities or respond to
competitive pressures, any of which could have a material adverse effect on
our business, financial condition and results of operations.

Morgan Clark depends upon capital to be derived from future financing
activities such as subsequent offerings of its stock. Management believes
that, if this offering and the subsequent private placements are successful,
Morgan Clark will be able to generate revenue from on line and off line sales
leads and achieve liquidity within the next twelve months. During the next
twelve months, we plan to satisfy our cash requirements by additional equity
financing. This will be in the form of private placements of restricted common
stock. If we are successful in raising additional equity financing, the net
tangible book value per share of the currently outstanding common stock would
be diluted by the issuance of additional shares.

Morgan Clark does not anticipate any further research and development of any
products, nor does it expect to incur any research and development costs.
Morgan Clark does not expect the purchase or sale of plant or any significant
equipment, and it does not anticipate any change in the number of its
employees. Morgan Clark has generated no revenue since its inception.

Morgan Clark has recently commenced operations. Morgan Clark's website
(www.morganclarkleasing.bizland.com) which provides information regarding the
types of business loans we offer but it does not take loan applications at
present. It will establish itself on over 150 Internet search engines and
Internet links, including, but not limited to Yahoo, Altavista, Dogpile, Lycos,
and Netscape. We will hire a service, such as those provided by Microsoft and
Network Solutions, which will submit the website to numerous search engines for
listing. The cost of this service ranges from $39.95 per month up to $159.95
per month, depending upon the number of submissions to search engines and links
per month. We will make a determination of which service to use after this
offering, depending upon the net proceeds, if any.

Morgan Clark intends to design a professional banner and place it with various
sites on a "reciprocal" basis, at no charge to Morgan Clark. Morgan Clark also
plans to purchase online ad banners on highly trafficked
web sites that appeal to Morgan Clark's target audience. Morgan Clark will
work with a nationally recognized media buying firm to research the sites that
are regularly visited by prospective customers in order to design
and to execute an online advertising campaign on a cost-per-lead or similar
direct response basis. During the next twelve months, Morgan Clark will be
able to implement the "reciprocal" banner program at no cost but the media
buying advertising campaign will only occur if we are successful in raising
additional funds.

During the next twelve months, Morgan Clark will determine the cost of hiring a
small sales force of commissioned salesmen to supplement our internet sales.
We do not plan on using any of the proceeds of this offering to hire salesmen.
Morgan Clark will depend upon capital to be derived from future financing
activities such as subsequent offerings of its stock for the funds to hire
salepeople. Management believes that, if this offering and the subsequent
private placements are successful, we will able to hire commissioned salesmen
to handle the internet leads and direct business marketing in order to increase
sales.

Morgan Clark has no current plans, preliminary or otherwise, to merge with any
other entity.

Morgan Clark is still considered to be a development stage company, with no
revenue, and is dependent upon the raising of capital through placement of its
common stock. Morgan Clark may not be successful in raising the capital it
requires through the sale of its common stock.

16
BUSINESS

Morgan Clark acts as a commissioned broker in the business of referring
potential borrowers to lenders for equipment leasing, factoring, and asset
based financing in small to medium size companies. Morgan Clark has a website
(www.morganclarkleasing.bizland.com) which provides information regarding the
types of business loans we offer but it does not take loan applications over
the internet at present. Morgan Clark plans to develop an ongoing source of
referral business clients seeking financing. At the same time we will be
seeking additional lending sources in the areas of equipment leasing, factoring
and asset based lending. To do this, Morgan Clark will seek to establish an
aggressive marketing plan both on the internet and conventionally.

Morgan Clark acts as a broker between the client business borrower and the
ultimate lender. We determine the financial needs of the business, its ability
to repay the funds, what type of loan or financing is appropriate for the
client, and contact and negotiate with the lender. Morgan Clark is paid an
agreed upon percentage of the fees and/or percentage points charged to the
client and collected by the lender. We plan to talk to additional lenders
regarding signing broker agreements with them. We need additional lenders who
have different criteria for their lending in order to cover more of the various
needs of the small to medium sized business borrowers. At this time, we are
only talking to possible lenders but have not signed any broker agreements yet.
We currently have a non-exclusive broker agreement with Airway Business Credit,
Santa Ana, California.

Within the next twelve months, Morgan Clark intends to design a professional
banner and place it with various sites on a "reciprocal" basis, at no charge to
Morgan Clark. Morgan Clark also plans to purchase online ad banners on highly
trafficked web sites that appeal to Morgan Clark's target audience. Morgan
Clark will work with a nationally recognized media buying firm to research the
sites that are regularly visited by prospective customers in order to design
and to execute an online advertising campaign on a cost-per-lead or similar
direct response basis.

Government approval is not necessary for Morgan Clark's business, and
government regulations have no or only a negligible effect on its business.

Morgan Clark has not booked any significant research and development costs and
therefore does not expect to pass any of those costs to customers. And has no
product development or research and development costs.

Morgan Clark's mailing address is 3700 Susan St., Ste. 200, Santa Ana,
California 92704. The telephone number of its principal executive office is
(949) 770-2578 and fax number 603-375-6582.

FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. Morgan
Clark's expectation of results and other forward-looking statements contained
in this registration statement involve a number of risks and uncertainties.
Among the factors that could cause actual results to differ materially from
those expected are the following: business conditions and general economic

17
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.

THE INDUSTRY

Small and medium sized companies find equipment leasing an efficient way to do
business.
* Leasing offers the opportunity to secure the necessary tools for the
day-to-day work and allows capital to be put to work in other areas.
* From bulldozers to telephones, virtually any type of equipment can be leased,
and most any company can qualify.
* Leasing can conserve cash, improve asset management, minimize tax
obligations, simplify budgeting, and protect against equipment obsolescence.
* Equally important, leasing is convenient and quick. The length of a lease
depends mostly on the client's requirements. The term of a lease usually ranges
from 3 to 5 years, although longer or shorter leases are available and can vary
from as little as $2,000 to more than $1,000,000.
* At the end of the lease period, the customer has a number of options: return
the equipment, renew the lease on a year-to-year basis at reduced cost, apply
the equipment's trade-in value to a new lease, or arrange to purchase the
equipment.

Morgan Clark plans to develop its website into a popular site for various
business financing information and loan applications. Through the contacts
developed from the website, Morgan Clark will be able to consult with the
clients and determine their individual business financing requirements.

MARKETING

Morgan Clark has developed an internet web site
(www.morganclarkleasing.bizland.com), which offers Morgan Clark's financial
products to the internet consumer. We plan to add full e-commerce capabilities
to our website so that customers can submit a request for funding online. In
addition, Morgan Clark will promote its web site and its products by
conventional advertising and marketing.

To help achieve its sales goals, for both online and conventional sales, Morgan
Clark plans to implement an aggressive online marketing campaign. The objective
will be to increase name awareness for Morgan Clark in the online community and
to continually acquire new visitors to its web site who might turn into
borrowers.

One of the best ways to attract this target audience is to achieve high
visibility in the places where prospective customers are likely to be browsing.
Morgan Clark's online campaign will target sites that generate high traffic
from Internet users who fit Morgan Clark's customer profile. In order to
create this market presence and increase customer awareness, Morgan Clark
intends to promote its web site on the most effective search engines,
directories and promotional sites the internet offers.

However, Morgan Clark has not yet fully developed its web site, and there can
be no assurance that it will be able to implement these programs. The programs
to establish visibility and increase traffic to the web site includes directory
submissions to make sure Morgan Clark is listed in the top five listings on the
major search engines such as Yahoo, America Online, Excite, Infoseek, HotBot,
AltaVista, and Lycos, when a potential visitor types in key words related to
equipment leasing.

Of course, there can be no assurance that Morgan Clark can obtain such a
status, but it will continually update its submissions to search engines to
keep them current and will update its site weekly. Morgan Clark will review
its site data to optimize its listing. Once the site data has been perfected,
Morgan Clark's site will be submitted to the top 75 search engines and
promotional sites.

While listing a web site with the search engines and promotional sites is a
high priority for the foundation of Morgan Clark's internet program, targeted
links with sites of similar interest is another powerful method of
obtaining visitors that are interested in Morgan Clark's site. Morgan Clark
will search for sites of similar interest where it is likely to find its target
audience to place targeted links. These links will increase targeted traffic
to Morgan Clark's web site.

Online communities such as mailing lists, newsgroups, and online service forums
tend to be very successful in driving traffic to sites as internet surfers use
these communities to get advice from their peers. Morgan Clark will work with a
firm to seed messages about its offerings in the various online communities
that are visited by its target audience.

Companies specializing in Community Discussion Seeding include Word of Net
Promotions, Webpromote and Agency.

* Targeted e-mail announcements with information about Morgan Clark's products
and services will be sent to individuals who have expressed an interest in
receiving information within targeted categories.
* These individuals have voluntarily signed up to receive these e-mail messages
about specific topics and are more likely to read them. Response rates are
expected to average between 5% to 10%.
* These efforts will result website visits by these individuals because they
have an interest in Morgan Clark's products and services and can click-through
hyperlinks created in Morgan Clark's e-mail announcement.
* Each e-mail message will contain a header that specifies that the e-mail was
sent to the recipient because they had subscribed to a particular service.

Morgan Clark expects to maintain a clean corporate image by practicing
"etiquette" when sending e-mail messages. In order to differentiate between
e-mail messages that are voluntarily requested and true "spamming" from
unwelcome sources, Morgan Clark plans to only send targeted email to those
individuals who have voluntarily requested to receive such announcements, and
always give the participants the option to remove themselves from the email
lists.

Morgan Clark intends to announce its products and services on the web in press
releases. Favorable articles or editorial pieces about Morgan Clark's website
can generate tremendous visibility and opportunity to sell its products and
services. Morgan Clark will e-mail its press releases to targeted publications
selected from a database of over 30,000 media resources. Press releases can be
distributed within 72 hours.

THE PRODUCTS

Morgan Clark is in the business of providing equipment leasing, factoring, and
asset based financing to small to medium size companies through its e-commerce
web site on the internet. Morgan Clark acts as a broker between the potential
business borrowers and the prospective lenders and is compensated in these
transactions on a commission basis by the lender.

Factoring is:
* an agreement between the Lender and the client's company in which
* the Lender purchases the client's accounts receivable (can be with or without
recourse to the client) and
* assumes responsibility for the client's customers financial ability to pay.
* If a customer is financially unable to pay its debts, the Lender incurs the
responsibility for payment.
* The Lender extends credit to the client's customers, collects the accounts
receivable from the customers and performs the related bookkeeping functions.
* As needed, the Lender can also provide cash advances against open receivables
prior to collection of the receivables.
* Factoring is a complete financial package that combines: credit protection,
accounts receivable bookkeeping, collection services, and financing.

Leasing provides:
* a customer with the use of equipment for a specified period of time, usually
from 12 to 84 months.
* It may also provide the customer with the option to purchase the equipment
for some price, at some point during the term or at the end of the lease.

20
* A Capital Lease is one that usually provides the customer with a stated
purchase option. The purchase option may range from $1.00 to a predetermined
percentage of the selling price.
* A Capital Lease is a finance lease; ownership, from an accounting viewpoint,
is with the customer, but may or may not be from a tax viewpoint.
* An Operating Lease provides the customer with a renewal option, a purchase
option, or a no purchase option. The purchase option may be a stated amount
provided it is not nominal; or it may be a fair market value. An Operating
Lease does not provide ownership to the customer from an accounting viewpoint
and may or may not from a tax viewpoint.

Asset-based lending is similar to bank lending.
* A bank will normally offer a Line of Credit based on levels of Accounts
Receivable and Inventory.
* A bank can also offer Term Loans based on fixed assets such as Machinery,
Equipment, and sometimes Real Estate.
* However, a bank will have many covenants or restrictions, requiring that
certain financial ratios be met and, in general, providing control over the
management of a customer's business.
* Asset-based Lending differs in several ways.
o First, Asset-based Lending usually provides more money than a bank.
o Asset-based Lending will advance higher amounts of money on each asset.
o There are few, if any, covenants or restrictions on a customer, which
provides more flexibility to the customer.
o Additionally, banks will also restrict rapid growth or expansion, and they
will discourage expansion of a customer's company out of the bank's region or
state. Banks are strictly regulated by the Federal Deposit Insurance
Corporation (FDIC). The FDIC oversees all loans structured and approved by a
bank.
o The Asset-based Lending industry is not regulated by the FDIC because most
Asset-based Lenders are not direct banks. Therefore, Asset-based Lenders can
structure a loan or facility with more flexibility, and they generally provide
financing to more marginal companies than a bank will, at very competitive
rates.

Morgan Clark acts as a broker between the client business borrower and the
ultimate lender.
We determine
* the financial needs of the business,
* its ability to repay the funds,
* what type of loan or financing is appropriate for the client, and
* contact and negotiate with the lender.

Morgan Clark is paid an agreed upon percentage of the fees and/or percentage
points charged to the client and collected by the lender. We are in the
process of developing additional broker agreements with other lenders who have
different criteria for their lending in order to cover more of the various
needs of the small to medium sized business borrowers.

PATENTS

Morgan Clark holds no patents for its products. Morgan Clark is the owner of
the internet website, www.morganclarkleasing.bizland.com. Mr. van den Brink

21
works at Airway Business Credit, a licensed California Finance Lender, and is
covered under that license for his activities at Airway. Morgan Clark engages
in packaging and referring "non-loans" such as factored transactions, leases,
and asset based lending, which are not subject to the provisions of the
California Finance Lenders Law (Division 9 of the California Financial Code
commencing with Section 22000, et sec.). Mr. Van den Brink does not need a
license for Morgan Clark to implement its business plan. The type of loans we
will be doing do not require a license.

GOVERNMENT REGULATION

Government approval is not necessary for Morgan Clark's business, and
government regulations have no effect or a negligible effect on its business.

EMPLOYEES

We presently employ our President, Secretary and Treasurer, Mr. Vincent van den
Brink, who devotes approximately 20 hours per week on the business of Morgan
Clark. He is also employed by Airway Business Credit in the same line of
business and he may divert business opportunities from this company. Mr. Van
den Brink would be able to keep the entire commission if he diverted a business
opportunity from Morgan Clark, whereas his interest in the commission would be
limited to the extent of his equity interest in Morgan Clark if he credited the
commission to Morgan Clark. The diversion of business from Morgan Clark would
result in a loss of revenue to us and could result in our ceasing operations.
Mr. Vincent van den Brink devotes approximately 20 hours per week on the
business of Morgan Clark. This amount of time may not be sufficient to develop
Morgan Clark's business and may result in a lack of revenue to Morgan Clark.
This lack of revenue could result in our ceasing operations.

Our future success depends to a significant extent on the efforts and abilities
of our management, Vincent van den Brink, our chief executive officer and
chairman of the board of directors. The loss of the services of this individual
would harm our business. We may be unable to attract, motivate and retain other
key employees in the future. Competition for employees in the lending
businesses is intense, and we may experience difficulty in hiring qualified
personnel and we may have a lack of funds to do so.

PROPERTIES

Morgan Clark has an oral agreement with Morgan Clark's president for use of
office space, telephones and secretarial services supplied free of charge to
Morgan Clark. Morgan Clark owns its internet web site,
http://www.morganclarkleasing.bizland.com/

COMPETITION

Our competitors can be other large master brokers who work between the funding
sources of many lenders and numerous smaller brokers. Examples of these brokers
are Airway Business Credit and Public Funding Corporation. Some of our other
competitors in commercial lending to the small to midsized businesses are CIT
Group and Rosenthal Group, Capital Factors Holding, a subsidiary of Union
Planters Corporation, through its subsidiaries, Capital Business Credit, which

22
provides loans to small and midsized businesses, is one of the US's leading
factoring companies. Heller Financial provides small and midsized businesses
worldwide with such financial services as secured loans, equipment finance,
leasing, asset management, and small-business lending. The FINOVA Group offers
commercial financing to small and midsized businesses, through its subsidiary,
FINOVA Capital.

These larger competitors are either commercial finance companies, independent
lessors (direct lenders) or bank/financial institutions. All of these large
companies provide broker programs and lessor programs, where they will accept
brokered loan packages if the broker has been accepted as one in their network.
Some lenders solicit their own business directly to the potential business
borrower, along with accepting broker loan packages. All of these competitors
are much larger and more well funded than we are.

Most of these lenders only accept loan applications through authorized brokers.
We will not be able to compete with these companies, but will be able to enter
into a broker agreement with these companies should the business borrower
client need the type of loan provided by these competitors. We can submit loan
packages to these lenders under a broker program, if the loan requested and
borrower qualifications are also met.

Some lenders have direct marketing campaigns to target potential business
borrowers. However, if the borrower does not meet their lending requirements,
the borrower has to keep shopping around with various lenders. By utilizing a
broker such as Morgan Clark, the borrower fills out one application, has one
credit check, which is exposed only to those lenders who have the type of loan
he would be interested in and he would qualify for.

LEGAL PROCEEDINGS

Morgan Clark is not subject to any pending litigation, legal proceedings or
claims.

MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

The members of the Board of Directors of Morgan Clark serve until the next
annual meeting of stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of Morgan Clark are
as follows:

Name Age Position
- ---- -- --------
Vincent van den Brink 59 President, Secretary,
Treasurer, Director

Vincent van den Brink has been President and Director of Morgan Clark since
1998. Since October 1997 to present, he has been a Financial Consultant with
Airway Business Credit, Santa Ana, California, providing asset based lending,

23
factoring, equipment leasing, and export financing for various businesses. From
June 1985 until May 1997, he was a Business Consultant writing business plans
and business development plans for companies across the country. Since 1978 to
present, in addition to working for the above companies, he has been operating
an export business providing export consulting, export products and sourcing
products for international clients. Mr. van den Brink is the
Secretary/Treasurer of Theinternetcorp.net, Inc. and President of Piedmont,
Inc., both of which are public reporting companies. He holds a Bachelor's
degree in automotive engineering from the Auto Technische School in Apeldoorn,
Netherlands. He is fluent in English, Dutch, German and Afrikaans.

EXECUTIVE COMPENSATION

The executive compensation for the officers, key employees and directors of
Morgan Clark are as follows:

Name Age Position Salary
- --------------------- --- -------------------- ------
Vincent van den Brink 59 President, Secretary $ 0
Treasurer, Director

Morgan Clark has made no provisions for cash compensation to its officer and
director. Morgan Clark's management received 1,000,000 shares of restricted
stock upon incorporation under a subscription agreement. No salaries are being
paid at the present time, and will not be paid unless and until there is
available cash flow from operations to pay salaries. There were no grants of
options or SAR grants given to any executive officers during the last fiscal
year.

EMPLOYMENT AGREEMENTS

Morgan Clark has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of
Morgan Clark's board of directors.

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding beneficial ownership
of Morgan Clark's common stock as of June 30, 2000, by (i) each person known by
Morgan Clark to be the beneficial owner of more than 5% of the outstanding
shares of common stock, (ii) each director of Morgan Clark, (iii) each Named
Executive Officer and (iv) all directors and executive officers as a group.
Unless otherwise indicated, each person in the table has sole voting and
investment power as to the shares shown.

Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------
Name and Address
of Beneficial Owner
- -------------------
Vincent van den Brink (1) 1,000,000 100% 95.24%
3700 Susan St., Ste. 200
Santa Ana, CA 92704

Officers and Directors
as a Group 1,000,000 100% 95.24%
_______________________________________________________________________

(1) Table is based on current outstanding shares of 1,000,000.

CERTAIN TRANSACTIONS

In connection with organizing Morgan Clark Management, Inc., on June 6, 2000,
Vincent van den Brink was issued 1,000,000 shares of restricted common stock
under a subscription agreement, pursuant to Section 4(2) of the Securities Act
of 1933, to sophisticated persons (officers and directors) having superior
access to all corporate and financial information. Under Rule 405 promulgated
under the Securities Act of 1933, Mr. van den Brink may be deemed to be a
promoter of Morgan Clark. No other persons are known to management that would
be deemed to be promoters.

Mr. van den Brink has advanced funds for the benefit of Morgan Clark to pay for
audits, edgarization costs, filing fees, website development, courier costs and
postage. Mr. van den Brink has not received any additional compensation from
Morgan Clark for these advances and he may continue to advance funds in the
future.

DESCRIPTION OF SECURITIES

The authorized capital stock of Morgan Clark consists of 100,000,000 shares of
common stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 1,050,000 shares of common stock.

COMMON STOCK

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.

Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.

Holders of common stock do not have cumulative voting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and preferred stock can elect all of Morgan Clark's directors. The Board of
Directors is empowered to fill any vacancies on the Board of Directors created
by resignations, subject to quorum requirements.
25
Holders of common stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds
legally available therefore, and will be entitled to receive, pro rata, all
assets of
the company available for distribution to such holders upon liquidation.

All outstanding shares of common stock are, and the common stock offered
hereby, upon issuance and sale, will be, fully paid and nonassessable.

PREFERRED STOCK

Morgan Clark's Articles of Incorporation authorizes the issuance of 40,000,000
shares of preferred stock, $0.001 par
value, none of which have been issued. Morgan Clark currently has no plans to
issue any preferred stock. Morgan Clark's Board of Directors has the
authority, without action by the shareholders, to issue all or any portion of
the authorized but unissued preferred stock in one or more series and to
determine the voting rights, preferences as to dividends and liquidation,
conversion rights, and other rights of such series. The preferred stock, if
and when issued, may carry rights superior to those of common stock; however no
preferred stock may be issued with rights equal or senior to the preferred
stock without the consent of a majority of the holders of then-outstanding
preferred stock.

Morgan Clark considers it desirable to have preferred stock available to
provide increased flexibility in structuring
possible future acquisitions and financings, and in meeting corporate needs
which may arise. If opportunities arise that would make the issuance of
preferred stock desirable, either through public offering or private
placements, the provisions for preferred stock in Morgan Clark's Certificate of
Incorporation would avoid the possible delay and expense of a shareholders
meeting, except as may be required by law or regulatory authorities. Issuance
of the preferred stock could result, however, in a series of securities
outstanding that will have certain preferences with respect to dividends and
liquidation over the common stock. This could result in dilution of the income
per share and net book value of the common stock.

Issuance of additional common stock pursuant to any conversion right which may
be attached to the terms of any
series of preferred stock may also result in dilution of the net income per
share and the net book value of the common stock. The specific terms of any
series of preferred stock will depend primarily on market conditions, terms of
a proposed acquisition or financing, and other factor existing at the time of
issuance. Therefore it is not possible at this time to determine in what
respect a particular series of preferred stock will be superior
to Morgan Clark's common stock or any other series of preferred stock which
Morgan Clark may issue. The Board of Directors does not have any specific plan
for the issuance of preferred stock at the present time, and does not intend to
issue any preferred stock at any time except on terms which it deems to be in
the best interest of Morgan Clark and its shareholders.

The issuance of preferred stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of Morgan Clark. Further, certain provisions of Utah law could delay or
make more difficult a merger, tender offer, or proxy contest involving Morgan
Clark. Although such provisions are intended to enable the Board of Directors
to maximize shareholder value, they may have the effect of discouraging
takeovers which could be in the best interests of certain shareholders. There
is no assurance that such provisions will not have an adverse effect on the
market value of Morgan Clark's stock in the future.

PENNY STOCK STATUS

If and when it creates a market for its common stock, Morgan Clark's common
stock is a "penny stock," as the term is defined by Rule 3a51-1 of the
Securities Exchange Act of 1934. This makes it subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange Commission requiring brokers and dealers to do the following in
connection with transactions in penny stocks:

* Prior to the transaction, the broker-dealer must approve the person's account
for transactions in penny stocks by obtaining information from the person
regarding his or her financial situation, investment experience and objectives,
* To reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and
* that the person has sufficient knowledge and experience in financial matters
and
* that the person or his or her independent advisor reasonably may be expected
to be capable of evaluating the risks of transactions in penny stocks.
* In addition, the broker or dealer must deliver to the person a written
statement setting forth the basis for the determination and advising in
highlighted format that it is unlawful for the broker or dealer to effect a
transaction in a penny stock unless the broker or dealer has received, prior to
the transaction, a written agreement from the person.
* Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions in a
penny stock.

Prior to the transaction, the broker or dealer must disclose to the customer
the inside bid quotation for the penny stock and, if there is no inside bid
quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each
such security and the estimated market value of the security.

Brokers or dealers may be discouraged from dealing in penny stocks, due to the
additional time, responsibility involved, and, as a result, this may have a
deleterious effect on the market for Morgan Clark's stock.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

The transfer agent, warrant agent and registrar for the common stock is Atlas
Stock Transfer, 5899 South State Street, Salt Lake City, Utah 84107.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, Morgan Clark will have 1,050,000 shares of
common stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the
Securities Act of 1933. However, any share purchased by an affiliate (in
general, a person who is in a control relationship with Morgan Clark), will be
subject to the limitations of Rule 144 promulgated under the Securities Act.

Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others)
* whose restricted shares have been fully paid for and
* meet the rule's one year holding provisions, including persons who may be
deemed affiliates of Morgan Clark,
* may sell restricted securities in broker's transactions or directly to market
makers,
* provided the number of shares sold in any three month period is not more than
the greater of 1% of the total shares of common stock then outstanding or
* the average weekly trading volume for the four calendar week period
immediately prior to each such sale.

After restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of Morgan
Clark without regard to volume limitations. Restricted securities held by
affiliates must continue, even after the two year holding period, to be sold in
brokers' transactions or directly to market makers subject to the limitations
described above.

Prior to this offering, no public market has existed for Morgan Clark's shares
of common stock. No predictions can be made as to the effect, if any, that
market shares or the availability of shares for sale will have on the market
price prevailing from time to time.

PLAN OF DISTRIBUTION

The shares shall be offered on a direct participation basis in the States of
New York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. The offering is
direct participation by Morgan Clark, which offers the shares directly to
investors through officer Vincent van den Brink, who will offer the shares by
prospectus and sales literature filed with the SEC, to friends, former
business associates and contacts, and by direct mail to investors who have
indicated an interest in Morgan Clark. The offering is a direct participation
offering, which means that it does not involve the participation of an
underwriter or broker.
28
We are selling the shares in a direct participation offering, without the
resources or expertise of an underwriter. As a result, we may not be able to
sell any of the shares in the offering, or even enough shares to cover our
expected expenses. We do not know whether we could sell these shares using the
services of an underwriter more efficiently or inexpensively.
There has not been a public market for our common stock. We are not sure when
the common stock will start trading, and this may not occur until well after
the closing of this offering. We could decide not to facilitate the
commencement or continuation of a trading market for the common stock for an
extended period. We cannot predict the extent to which investor interest in
our common stock will lead to the development of an active trading market
or how liquid that market might become. Because no underwriter has sold any
shares to its customers, there is currently little incentive for a financial
institution to provide aftermarket support of the shares. Without a public
market for our shares, purchasers of our shares will find it difficult or
impossible to resell their shares when they want to or have to.

The stock market has experienced significant price and volume fluctuations, and
the market prices of securities of Internet-related companies have been
particularly volatile. Our officer and director is selling the shares in a
direct participation offering and as of the date of this prospectus, there is
no underwriter working with us who could provide aftermarket support, and no
broker dealer has committed to selling any shares. Due to this lack of
aftermarket support, the price of our stock following the offering may
decrease, and investors may be unable to resell their shares at or above the
initial public offering price.

This is a direct participation offering and no investment banker or
appraiser has been consulted concerning this offering or the fairness of
the offering price of the shares. We have arbitrarily determined the offering
price and other terms relative to the shares offered. The offering price
does not bear any relationship to assets, earnings, book value or any other
objective criteria of value. The price of our stock following the offering
may decrease, and investors may be unable to resell their shares at or above
the initial public offering price. This could result in a significant loss to
the investors.

There is currently no public trading market for the shares. The development of
a public trading market depends upon not only the existence of willing buyers
and sellers, but also on market makers. After closing and the creation of a
public trading market for the shares, we hope that a number of broker-dealers
may become principal market makers for the shares. Under these circumstances,
the market bid and asked prices for the shares may be significantly influenced
by decisions of the market makers to buy or sell the shares for their own
account, which may be critical for the establishment and maintenance of a
liquid public market in the shares. Market makers are not required to maintain
a continuous two-sided market and are free to withdraw firm quotations at any
time. Additionally, in order to become listed on the OTC Electronic Bulletin
Board, we need to have at least one registered and active market maker. We
currently have no market makers.

The offering of the shares shall terminate in 180 days unless extended for no
more than an additional 180 days at the discretion of Morgan Clark. At the end
of the 180 days, Morgan Clark will determine whether to extend the offering. We
will determine whether there is continued interest in the offering from
potential investors, whether there is a reasonable likelihood that a sale will
result and the amount of shares left to be sold.

Morgan Clark reserves the right to reject any subscription in whole or in part,
or to allot to any prospective investor less than the number of shares
subscribed for by such investor.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for Morgan
Clark by Sandra S. Sawyer, Esq., Lake Forest, California.

EXPERTS

The Financial Statements of Morgan Clark as of June 30, 2000 included in this
Prospectus and elsewhere in the Registration Statement have been audited by
Kurt D. Saliger, independent public accountant for Morgan Clark, as set forth
in his reports thereon appearing elsewhere herein, and are included in reliance
upon such reports, given upon the authority of such firm as experts in
accounting and auditing.

Effective June 30, 2000, the independent accountant who was previously engaged
as the principal accountant to audit the Registrant's financial statements,
Jones, Jensen & Co., was dismissed. This accountant's report on the financial
statements for the past two years neither contained an adverse opinion or a
disclaimer of opinion, nor was qualified or modified as to uncertainty, audit
scope, or accounting principles.

During the Registrant's two most recent fiscal years and any subsequent interim
period preceding such dismissal, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. In addition, there were
no "reportable events" as described in Item 304(a)(1)(iv)(B) 1 through 3 of
Regulation S-B that occurred within the Registrant's two most recent fiscal
years and the subsequent interim period preceding the former accountant's
dismissal.

Effective on July 1, 2000, Kurt D. Saliger, independent public accountant, was
engaged to serve as the new principal accountant to audit the Registrant's
financial statements. The decision to retain the new firm was approved by the
Board of Directors. During the Registrant's two most recent fiscal years, and
the subsequent interim period prior to engaging that accountant, neither the
Registrant (nor someone on its behalf) consulted the newly engaged accountant
regarding any matter relating to this Registrant.

30
ADDITIONAL INFORMATION

Morgan Clark has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933 with respect
to the securities. This prospectus, which forms a part of the registration
statements, does not contain all of the information set forth in the
registration statement as permitted by applicable SEC rules and regulations.
Statements in this prospectus about any contract, agreement or other document
are not necessarily complete. With respect to each such contract, agreement,
or document filed as an exhibit to the registration statement, reference is
made to the exhibit for a more complete description of the matter involved, and
each such statement is qualified in its entirety by this reference.

The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.

Morgan Clark will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

MORGAN CLARK MANAGEMENT, INC.

Independent Auditor's Report .................................... F-1

Balance Sheets
June 30, 2000 .................................................. F-2

Statements of Operations
For the Years Ended June 30, 2000 .............................. F-3

Statements of Changes in Stockholders' Equity
For the Years Ended June 30, 2000 .............................. F-4

Statements of Cash Flows
For the Years Ended June 30, 2000 .............................. F-5

Notes to Financial Statements ................................... . F-6

INDEPENDENT AUDITORS' REPORT

Board of Directors
Morgan Clark Management, Inc.

I have audited the accompanying balance sheet of Morgan Clark Management, Inc.
(a development stage company), as of June 30, 2000, and the related statements
of operations, stockholders' equity and cash flows for the period from
inception (June 3, 1999) to June 30, 2000. These financial statements are the
responsibility of the company's management. My responsibility is to express an
opinion on these financial statements based on my audit in accordance with
standards established by the American Institute of Certified Public
Accountants.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morgan Clark Management, Inc.
as of June 30, 2000 and the results of its operations and its cash flows for
the period from inception (June 3, 1999) to June 30, 2000 in conformity with
generally accepted accounting principles.

Kurt D. Saliger
- ----------------------
Kurt D. Saliger C.P.A. (Nevada State License No. 2335)
Las Vegas, Nevada
August 28, 2000

Morgan Clark Management, Inc.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000

June 30, 2000
ASSETS -------------

CURRENT ASSETS:

Cash$0
Accounts Receivable $ 0
TOTAL CURRENT ASSETS $ 0
-------------
TOTAL ASSETS $ 0

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts Payable
Notes Payable $ 2,974
TOTAL CURRENT LIABILITIES $ 2,974
-------------
LONG-TERM DEBT $ 0

STOCKHOLDERS' EQUITY:

Common stock, $.001 par value authorized
100,000,000 shares issued and outstanding
at June 30, 2000, 1,000,000 shares $ 1,000
Stock Subscription Receivable $ (900)
Additional paid in Capital $
Deficit Accumulated During Development Stage $ (3,074)
-------------
TOTAL STOCKHOLDERS' EQUITY $ (2,974)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
-------------

See accompanying notes to financial statements & audit report

Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
June 30, 2000

June 30, 2000 From Inception
June 30, 1999
To June 30, 2000
------------- ----------------------------
INCOME:
Revenue $ 0 $ 0
TOTAL INCOME $ 0 $ 0

EXPENSES:
General, and Administrative $ 2,874 $ 3,074
Amortization $ 0

Total Expenses $ 2,874 $ 3,074

Net Profit/Loss(-) From Operations $ (2,874) $ (3,074)
Interest Income $ 0

INCOME (LOSS) BEFORE INCOME TAXES $ (2,874) $ (3,074)
Provision for income tax $ 0
NET INCOME (LOSS) $ (2,874) $ (3,074)

NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED $ 0.00 $ 0.00
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 1,000,000 1,000,000

See accompanying notes to financial statements & audit report

Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 2000

Common Stock Additional Stock (Deficit)
Shares Amount paid-in Subscription Accumulated
During
capital Receivable Development
Stage
------ ------ ---------- ------------ --------------
Issued for
Cash and organizational costs
June 3, 1999 1,000,000 $1,000 $0
Stock Subscription Receivable $ (900)
Net Income June 3, 1999
(inception) to June 30, 1999 $ (200)
Balance June 30, 1999 1,000,000 $1,000 $0 $ (900) $ (200)
========= ======= ========== ============ ================
Net Income (Loss) from
July 1, 1999
To June 30, 2000 $ (2,874)

Balance June 30, 2000 1,000,000 $1,000 $0 $(900) $(3,074)
--------- ------ ---------- ---------- ---------------

See accompanying notes to financial statements & audit report

Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
June 30, 2000

June 30, 2000 From Inception
June 30, 1999
to June 30, 2000
------------- ----------------

Cash Flows from Operating Activities:
Net Income $(2,874) $(3,074)
Increase (decrease) in accounts payable $ 2,874 $ 2,974
Net Cash (Used) In Operating Activities $ 0 $ (100)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs $ 0 $ 0
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 0 $ 100
------------- ----------------
Net Increase in Cash $ 0 $ 0
Cash, Beginning of Period $ 0 $ 0
Cash, Ending of Period $ 0 $ 0
------------- ----------------
35

See accompanying notes to financial statements & audit report

Morgan Clark Management, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Dated June 30, 2000

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.

Morgan Clark Management, Inc. was incorporated on June 3, 1999 under the laws
of the State of Utah. Morgan Clark Management, Inc. was organized to engage in
any lawful activity. Morgan Clark Management, Inc. currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Accounting Method.

Morgan Clark Management, Inc. records income and expenses on the accrual
method.

Estimates.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Organizational Costs.

Organizational costs are stated at cost and have been expensed as incurred.

Income Taxes.

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, (SFAS
#109), "Accounting for Income Taxes". A deferred tax asset or liability is
recorded for all temporary difference between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.

Loss Per Share.
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128, (SFAS #128), "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of June 30,
2000, Morgan Clark Management, Inc. had no dilative common stock equivalents
such as stock options.
36
NOTE 3- INCOME TAXES.

There is no provision for income taxes for the period ended June 3, 1999
(inception) to June 30, 2000 due to the zero net income.

NOTE 4- SHAREHOLDERS' EQUITY.

Common Stock.

The authorized common stock of Morgan Clark Management, Inc. consists of
100,000,000 shares with a par value of $0.001 per share.

Preferred Stock.

The authorized Preferred Stock of Morgan Clark Management, Inc. consists of
40,000,000 shares with a par value of $0.001 per share.

NOTE 5 - RELATED PARTY TRANSACTIONS.

Morgan Clark Management, Inc. neither owns nor leases any real or personal
property. Office services are provided without charge by the sole director of
this company. Such costs are immaterial to the financial statements and
accordingly have not been reflected therein. The sole director of Morgan Clark
Management, Inc. is involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific business
opportunity becomes available, such person may face a conflict in selecting
between Morgan Clark Management, Inc. and the other business interests. Morgan
Clark Management, Inc. has not formulated a policy for the resolution of such
conflicts.

_______________________________________________________________________________

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

TABLE OF CONTENTS

PAGE

Prospectus Summary.................................... 4
Risk Factors.......................................... 6-9
Use of Proceeds....................................... 9
Dividend Policy....................................... 10
Price Range of Securities............................. 10

Determination of Offering Price....................... 11
Capitalization........................................ 11
Selected Financial Data............................... 11
Dilution.............................................. 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.......................................... 12
Plan of Operation - In General........................ 12
Business.............................................. 14
Marketing............................................. 14
Employees............................................. 17
Competition........................................... 18
Management............................................ 18
Principal Stockholders................................ 19
Certain Transactions.................................. 19
Description of Securities............................. 20
Shares Eligible for Future Sale....................... 22
Plan of Distribution.................................. 22
Legal Matters......................................... 23
Experts............................................... 23
Index to Financial Statements......................... 24

MORGAN CLARK MANAGEMENT, INC.
50,000 SHARES OF COMMON STOCK
PROSPECTUS

May____, 2001

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by the provisions of the Utah Revised Business Corporation Act
(the "Utah Act"), Morgan Clark has the power to indemnify an individual made a
party to a proceeding because they are or were a director, against liability
incurred in the proceeding, if such individual acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interest of

38
Morgan Clark and, in a criminal proceeding, they had no reasonable cause to
believe their conduct was unlawful. Indemnification under this provision is
limited to reasonable expenses incurred in connection with the proceeding. The
Company must indemnify a director or officer who is successful, on the merits
of otherwise, in the defense of any proceeding or in defense of any claim,
issue, or matter in the proceeding, to which they are a party to because they
are or were a director of officer of Morgan Clark, against reasonable expenses
incurred by them in connection with the proceeding or claim with respect to
which they have been successful. Pursuant to the Utah Act, the Company's Board
of Directors may indemnify its officers, directors, agents, or employees
against any loss or damage sustained when acting in good faith in the
performance of their corporate duties. Morgan Clark may pay for or reimburse
reasonable expenses incurred by a director, officer employee, fiduciary or
agent of Morgan Clark who is a party to a proceeding in advance of final
disposition of the proceeding provided the individual furnishes
Morgan Clark with a written affirmation that their conduct was in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interest of Morgan Clark, and undertake to repay the advance if it is
ultimately determined that they did not meet such standard of conduct.

Also pursuant to the Utah Act, a corporation may set forth in its articles of
incorporation, by-laws or by resolution, a provision eliminating or limiting
in certain circumstances, liability of a director to the corporation or its
shareholders for monetary damages for any action taken or any failure to take
action as a director. This provision does not eliminate or limit the
liability of a director (i) for the amount of a financial benefit received by
a director to which they are not entitled; (ii) an intentional infliction of
harm on the corporation or its shareholders; (iii) for liability for a
violation of Section 16-10a-842 of the Utah Act (relating to the distributions
made in violation of the Utah Act); and (iv) an intentional violation of
criminal law. To date, Morgan Clark has not adopted such a provision in its
Articles of Incorporation, By-Laws, or by resolution. A corporation may not
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. The Utah
Act also permits a corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees, fiduciaries or agents.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:

SEC registration fee........................................... $
Printing and engraving expenses................................ $ 500
Accounting fees and expenses................................... $ 1,000
Legal fees and expenses (other than Blue Sky).................. $ 12,000
Blue sky fees and expenses (including legal and filing fees)... $ 1,000
Miscellaneous.................................................. $ 500

Total...................................................... $15,000

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following securities were issued by Morgan Clark within the past three
years and were not registered under the Securities Act: In connection with
organizing Morgan Clark Management, Inc., on June 6, 1999, Vincent van den
Brink was issued 1,000,000 shares of restricted common stock under a
subscription agreement, pursuant to Section 4(2) of the Securities Act of 1933,
to sophisticated persons (officers and directors) having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Mr. van den Brink may be deemed to be a promoter of
Morgan Clark. No other persons are known to Management that would be deemed to
be promoters.

ITEM 27. EXHIBITS

(a) The following exhibits are filed as part of this Registration
Statement:

EXHIBIT
NUMBER DESCRIPTION

3.1 Articles of Incorporation
3.2 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Counsel and Consent
10.1 Contract with Airway Business Credit
16 Letter on Change in Certified Accountants
23.1 Consent of Independent Accountant
23.2 Consent of Counsel (filed as part of Exhibit 5.1)
99 Subscription Agreement

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.

(iii) Include any additional or changed material information on the plan
of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and has authorized this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Santa Ana, State of California, on May 25,
2001.

MORGAN CLARK MANAGEMENT, INC.

Vincent van den Brink
---------------------
VINCENT VAN DEN BRINK
Chairman of the Board and
President

In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates stated.

SIGNATURE TITLE DATE
- --------- ----- ----

Vincent van den Brink Chairman of the Board and June 18, 2001
- --------------------- President, Secretary, Treasurer
VINCENT VAN DEN BRINK

Exhibit 3(a)
Exhibit 3(a)
ARTICLES OF INCORPORATION OF
MORGAN CLARK MANAGEMENT, INC.

The undersigned, a natural person at least eighteen years old, does hereby act
as incorporator in adopting the following Articles of Incorporation for the
purpose of organizing the business corporation hereinafter named MORGAN CLARK
MANAGEMENT, INC., pursuant to the provisions of the Utah Revised Business
Corporation Act.

FIRST: The name of the corporation is MORGAN CLARK MANAGEMENT, INC. (the
"Corporation").

SECOND: The principal office of the Corporation in the State of Utah is
located at 935 E. 7220 South, Ste. D-103, Midvale, Utah 84047. The name and
address of the registered agent of the Corporation is Mr. James Barber, 935 E.
7220 South, Ste. D-103, Midvale, Utah 84047. The registered office of the
Corporation is 935 E. 7220 South, Ste. D-103, Midvale, Utah 84047. The name and
address of the first Director and Incorporator is Mr. James Barber, 935 E. 7220
South, Ste. D-103, Midvale, Utah 84047. The signature of the said registered
agent is set forth in the last Article of these Articles of Incorporation.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Utah Revised
Business Corporation Act and the duration of the Corporation shall be
perpetual.

FOURTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

A. The governing board of this Corporation shall be known as the board of
directors (the "Board of Directors" or the "Board") and its members all be
known as directors, and the number of directors may from time to time be

42
increased or decreased by resolution of the Board of Directors, provided that
the number of directors shall not be reduced to less than one (1). The Board of
Directors shall be divided into three classes, as nearly equal in number as
possible, and the term of office for each respective class of directors shall
be so arranged that the term of office of directors of one class shall expire
at each successive annual meeting of stockholders, and in all cases as to each
director until their successor shall be elected and shall qualify, or until his
earlier resignation, removal from office, death or incapacity. At each annual
meeting of stockholders after the first annual meeting, the number of directors
equal to the number of directors of the class whose term expires at the time of
such meeting (or such greater or lesser number as would be required by an
increase or decrease in the size of the Board of Directors) shall be elected to
hold office until the third succeeding annual meeting of stockholders after
their election. This Article FOURTH may not be amended or repealed without the
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of the shares entitled to vote thereon.

B. Special meetings of stockholders of the Corporation may be called only by
the Chairman of the Board or the President or by the Board of Directors acting
pursuant to a resolution adopted by a majority of the Whole Board. For purposes
of these Articles of Corporation, the term "Whole Board" shall mean the total
number of authorized directors whether or not there exists any vacancies in
previously authorized directorships.

FIFTH: A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Forty Million
(140,000,000), consisting of One Hundred million (100,000,000) shares of common
stock, par value one- tenth of one cent ($0.001) per share (the "Common Stock")
and Forty million (40,000,000) shares of preferred stock, par value one-tenth
of one cent ($0.001) per share (the "Preferred Stock").

B. COMMON STOCK. The shares of Common Stock shall have no pre-emptive or
preferential rights of subscription concerning further issuance or
authorization of any securities of the Corporation. Each share of Common Stock
shall entitle the holder thereof to one vote, in person or by proxy. The
holders of the Common Stock shall be entitled to receive dividends if, as and
when declared by the Board of Directors.

The Common Stock may be issued from time to time in one or more series and
shall have such other relative, participant, optional or special rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the issuance of such
Common Stock from time to time adopted by the Board of Directors pursuant to
authority so to adopt which is hereby vested in the Board of Directors.

C. PREFERRED STOCK. The Preferred Stock may be issued from time to time in one
or more series and (a) may have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock; (d) may have such

PAGE>43

rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; (e) may be made convertible into, or exchangeable for, shares of
any other class or classes or of any other series of the same or any other
class or classes of stock of the Corporation, at such price or prices or at
such rates of exchange, and with such adjustments and (f) shall have such other
relative, participating, optional or special rights, qualifications,
limitations or restrictions thereof as shall hereafter be stated and expressed
in the resolution or resolutions providing for the issuance of such Preferred
Stock from time to time adopted by the Board of Directors pursuant to authority
so to do which is hereby vested in the Board of Directors.

At any time from time to time when authorized by resolution of the Board of
Directors and without any action by its shareholders, the Corporation may issue
or sell any shares of its stock of any Class or series, whether out of the
unissued shares thereof authorized by these Articles of Incorporation, as
amended, or out of shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its shareholders,
the Corporation may issue or grant rights, warrants or options, in bearer or
registered or such other form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of the Corporation
within such period of time, or without limit as to time, of such aggregate
number of shares, and at such price per share, as the Board of Directors may
determine. Such rights, warrants or options may be issued or granted separately
or in connection with the issue of any bonds, debentures, notes, obligations or
other evidences of indebtedness or shares of the stock of any class or series
of the Corporation and for such consideration and on such terms and conditions
as the Board of Directors, in its sole discretion, may determine. In each case,
the consideration to be received by the Corporation for any such shares so
issued or sold shall be such as shall be fixed from time to time by the Board
of Directors.

D. The capital stock, after the amount of the subscription price, or par value,
has been paid in, shall not be subject to assessment.

E. No holder of shares of stock of the Corporation shall be entitled as of
right to purchase or subscribe for any part of any unissued stock of this
Corporation or of any new or additional authorized stock of the Corporation of
any class whatsoever, or of any issue of securities of the Corporation
convertible into stock, whether such stock or securities be issued for money or
for a consideration other than money or by way of dividend, but any such
unissued stock or such new or additional authorized stock or such securities
convertible into stock may be issued and disposed of to such persons, firms,
corporations and associations, and upon such terms as may be deemed advisable
by the Board of Directors without offering to stockholders of record or any
class of stockholders upon the same terms or upon any terms.

PAGE>44

SIXTH: A. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the number
of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board.
The first Director shall be the undersigned incorporator.

B. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise provided by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been chosen expires. No decrease
in the authorized number of directors shall shorten the term of any incumbent
director.

C. Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the
by-laws of the Corporation.

D. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders at least fifty percent (50%) of the voting power of all of
the then-outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.

SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
repeal by-laws of the Corporation. Any adoption, amendment or repeal of the by-
laws of the Corporation by the Board of Directors shall require the approval of
a majority of the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the by-laws of the Corporation; provided, however, that, in
addition to any vote of the holders of any class or series of stock of the
Corporation required by law or by these Articles of Corporation, the
affirmative vote of the holders of at least fifty percent (50%) of the voting
power of all of the then-outstanding shares of the capital stock of the

44
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provision of the by-laws of the Corporation.

EIGHTH: The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation in the manner prescribed by the
laws of the State of Utah and all rights conferred upon stockholders are
granted subject to this reservation; provided, however, that, notwithstanding
any other provision of these Articles of Incorporation or any provision of law
that might otherwise permit a lesser vote or no vote, but in addition to any
vote of the holders of any class or series of the stock of this Corporation
required by law or by these Articles of Incorporation, the affirmative vote of

PAGE>45

the holders of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of all the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class, shall be required to amend or repeal this Article
EIGHTH, Article SIXTH, Article
SEVENTH, or Article NINTH.

NINTH: The Board of Directors of the Corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the Corporation, (b) merge or consolidate the Corporation with another
corporation or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, may, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to (i) all relevant
factors, including without limitation the social, legal, environmental and
economic effects on the employees, customers, suppliers and other affected
persons, firms and corporations, and on the communities and geographical areas
in which the Corporation and its subsidiaries operate or are located and on any
of the businesses and properties of the Corporation or any of its subsidiaries,
as well as such other factors as the directors deem relevant, (ii) not only the
financial consideration being offered in relation to the then current market
price for the Corporation's outstanding shares of capital stock, but also in
relation to the then current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' estimate of the future
value of the Corporation (including the unrealized value of its properties and
assets) as an independent going concern, and (iii) the obligations of the
Corporation, and any of its subsidiaries, to provide stable, reliable services
on a continuing or long term basis.

TENTH: A director or officer of the Corporation shall have no personal
liability to the Corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, except for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of the applicable statutes of Utah. If the
Utah Revised Business Corporation Act is amended after approval by the
stockholders of this Article TENTH to authorize corporate action further
eliminating or limiting the personal liability of directors or officers, the
liability of a director or officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Utah General Corporation Law, as
so amended from time to time. No repeal or modification of this Article TENTH
by the stockholders shall adversely affect any right or protection of a
director or officer of the Corporation existing by virtue of this Article TENTH
at the time of such repeal or modification.

ELEVENTH: A. The Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
or has agreed to become a director or officer of the Corporation or is serving
at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise or by reason of actions alleged to have been taken or omitted in
such capacity or in any other capacity while serving as a director or officer.

46
The indemnification of directors and officers by the Corporation shall be to
the fullest extent authorized or permitted by applicable law, as such law
exists or may hereafter be amended (but only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
permitted prior to the amendment). The indemnification of directors and
officers shall be against all loss, liability and expense (including attorneys
fees, costs, damages, judgments, fines, amounts paid in settlement and ERISA
excise taxes or penalties) actually and reasonably incurred by or on behalf of
a director or officer in connection with such action, suit or proceeding,
including any appeal; provided, however, that with respect to any action, suit
or proceeding initiated by a director or officer, the Corporation shall
indemnify such director or officer only if the action, suit or proceeding was
authorized by the Board of Directors of the Corporation, except with respect to
a suit for the enforcement of rights to indemnification or advancement of
expenses in accordance with Section C below.

B. The expenses of directors and officers incurred as a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative shall be paid by the Corporation as
they are incurred and in advance of the final disposition of the action, suit
or proceeding; provided, however, that if applicable law so requires, the
advance payment of expenses shall be made only upon receipt by the Corporation
of an undertaking by or on behalf of the director or officer to repay ail
amounts so advanced in the event that it is ultimately determined by a final
decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
this Article ELEVENTH.

C. Any director or officer may enforce his or her rights to indemnification
or advance payments for expenses in a suit brought against the Corporation if
his or her request for indemnification or advance payments for expenses is
wholly or partially refused by the Corporation or if there is no determination
with respect to such request within 60 days from receipt by the Corporation of
a written notice from the director or officer for such a determination. If a
director or officer is successful in establishing in a suit his or her
entitlement to receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be indemnified by
the Corporation for costs and expenses incurred in such suit. It shall be a
defense to any such suit (other than a suit brought to enforce a claim for the
advancement of expenses under Section B of this Article ELEVENTH where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in the Utah Revised
Business Corporation Act. Neither the failure of the Corporation to have made a
determination prior to the commencement of such suit that indemnification of
the director or officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct nor a determination by the

Corporation that the director or officer has not met such applicable standard
of conduct shall be a defense to the suit or create a presumption that the
director or officer has not met the applicable standard of conduct. In a suit
brought by a director or officer to enforce a right under this Section C or by
the Corporation to recover and advancement of expenses pursuant to the terms of
an undertaking, the burden of proving that a director or officer is not

47
entitled to be indemnified or is not entitled to an advancement of expenses
under this Section C or otherwise, shall be on the Corporation.

D. The right to indemnification and to the payment of expenses as they are
incurred and in advance of the final disposition of the action, suit or
proceeding shall not be exclusive of any other right to which a person may be
entitled under these Articles of Incorporation or any by-law, agreement,
statute, vote of stockholders or disinterested directors or otherwise. The
right to indemnification under Section A above shall continue for a person who
has ceased to be a director or officer and shall inure to the benefit of his or
her heirs, next of kin, executors, administrators and legal representatives.

E. The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
loss, liability or expense, whether or not the Corporation would have the power
to indemnify such person against such loss, liability or expense under the Utah
General Corporation Law.

F. The Corporation shall not be obligated to reimburse the amount of any
settlement unless it has agreed to such settlement. If any person shall
unreasonably fail to enter into a settlement of any action, suit or proceeding
within the scope of Section A above, offered or assented to by the opposing
party or parties and which is acceptable to the Corporation, then,
notwithstanding any other provision of this Article ELEVENTH, the
indemnification obligation of the Corporation in connection with such action,
suit or proceeding shall be limited to the total of the amount at which
settlement could have been made and the expenses incurred by such person prior
to the time the settlement could reasonably have been effected.

G. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation or to any director,
officer, employee or agent of any of its subsidiaries to the fullest extent of
the provisions of this Article ELEVENTH subject to the imposition of any
conditions or limitations as the Board of Directors of the Corporation may deem
necessary or appropriate.

TWELFTH: In the event of a conflict between the terms of these Articles of
Incorporation and the By-Laws of the Corporation, the terms and provisions of
these Articles of Incorporation shall govern.

THIRTEENTH: The signature of the aforesaid registered agent of the corporation
is as follows:
James Barber
-----------------------------
JAMES BARBER
935 E. 7220 South, Ste. D-103
Midvale, Utah 84047

THE UNDERSIGNED, being the incorporator of this Corporation, for the purpose
of adopting these Articles of Incorporation under the laws of the State of
Utah do make, file and record these Articles of Incorporation, do certify that
the facts herein stated are true, and, accordingly, have hereto set my hand
and seal this __3__ day of June, 1999.

James Barber
- ------------------------------------
JAMES BARBER, Incorporator, Director
935 E. 7220 South, Ste. D-103,
Midvale, Utah 84047

EXHIBIT 3.2
BYLAWS OF MORGAN CLARK MANAGEMENT, INC.

ARTICLE I: OFFICES

The principal office of the Corporation in the State of Utah shall be located
in Salt Lake City; the Corporation may have such other offices, either within
or without the State of Utah, as the Board of Directors my designate or as the
business of the Corporation may require from time to time.

ARTICLE II: SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the 15th day in the month of December in each year, beginning with the
transaction of such other business as my come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Utah,
such meeting shall be held on the next succeeding business day. If the election
of Directors shall be held on the day designated herein for any annual meeting
of the shareholders or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.

SECTION 2. Special Meetings. Special meeting of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 3. Place of Meeting. The Board of Directors my designate any place,
either within or without the State of Utah, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the State of Utah,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the principal
office of the Corporation.

SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for

48
which the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a stated period, but
not to exceed in any case fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least
fifteen (15) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than thirty (30) days and, in case of a meeting of shareholders,
not less than ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof.

SECTION 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such lists shall be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
50
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his or duly
authorized attorney-in- fact. Such proxy shall be filed with the secretary of
the Corporation before or at the time of the meeting.
49
A meeting of the Board of Directors may be had by means of telephone conference
or similar communications equipment by which all persons participating in the
meeting can hear each other, and participation in a meeting under such
circumstances shall constitute presence at the meeting.

SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the Bylaws
of such corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted
by him either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name, if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.

ARTICLE III: BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. The number of directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than one ( 1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have been elected and
qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may
fix the place for holding any special meeting of the Board of Directors called
by them.

SECTION 5. Notice. Notice of any special meeting shall be given at least one
(1) day previous thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United Sates mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any directors may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of
the Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

SECTION 7. Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 8. Action Without a Meeting. Any action that may be taken by the Board
of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.

SECTION 10. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as a director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation thereof.
52
SECTION 11. Presumption of Assent. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by

registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

ARTICLES IV: OFFICERS

SECTION 1. Number. The officers of the corporation shall be a President, one or
more vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its discretion, the Board of
Directors may leave unfilled for any such period as it may determine any office
except those of President and Secretary. Any two or more offices may be held by
the same person. Officers may be directors or shareholders of the Corporation.

SECTION 2. Election and Term of Office. The officers of the Corporation to be
elected by the board of Directors shall be elected annually by the board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently
may be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgement, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights, and such
appointment shall be terminable at will.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

SECTION 5. President. The president shall be the principal executive officer
of the Corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, unless there is a Chairman of the
Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized
by the Board of Directors, certificates for shares of the Corporation, any
deed, mortgages, bonds, contract, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
there Bylaws to some other officer or agent of the Corporation, or shall be
53
required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.

SECTION 6. Vice President. In the absence of the president or in the event of
his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President.
52
The Vice President shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors, If there is more
than one Vice President, each Vice President shall succeed to the duties of the
President in order of rank as determined by the Board of Directors. If no such
rank has been determined, then each Vice President shall succeed to the duties
of the President in order of date of election, the earliest date having the
first rank.

SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of
Directors in one or more minute books provided for the purpose; (b) see that
all notices are duly given in accordance with the provisions of the Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal
of the Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President certificates for share of the Corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the Corporation, and (g)
in general perform all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance with
the provisions of Article VI of these Bylaw; and (c) in general perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.

SECTION 9. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

ARTICLE V: INDEMNITY

The Corporation shall indemnify its directors, officers and employees as
follows:

(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonable incurred by or imposed upon him in connection with any
proceeding to which he may become involved, by reason of his being or having
been a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of the corporation, partnership, joint venture, trust or enterprise, or
any settlement thereof, whether or not he is a director, officer, employee or
agent at the time such expenses are incurred, except in such cases wherein the
director, officer, or employee is adjudged guilty of willful misfeasance or

53
malfeasance in the performance of his duties; provided that in the event of a
settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.

(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law. The Board of Directors may, in its
discretion, direct the purchase of liability insurance by way of implementing
the provisions of the Article V.

ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any office or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the

Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, expect that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes,
Provided, however, that upon any action undertaken by the shareholder to elect
S Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreements is in force and
effect.

ARTICLE VIII: FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and
end on the 31st day of December of each year.

ARTICLE IX: DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
condition provided by law and its Articles of Incorporation.

ARTICLE X: CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words, Corporate Seal.

ARTICLE XI: WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given
to any shareholder or director of the Corporation under the provision of the
Articles of Incorporation or under the provisions of the applicable Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
56

ARTICLE XII: AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors. The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the _6_ day of June, 1999.

Vincent van den Brink, Secretary

Exhibit 4.1

SPECIMEN OF COMMON STOCK CERTIFICATE
INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
MORGAN CLARK MANAGEMENT, INC.

100,000,000 Common Shares, $0.001 Par Value

Cert. No. ________ Shares_____________

THIS CERTIFIES that ____________is the registered holder of
__________________ Shares of

MORGAN CLARK MANAGEMENT, INC.

transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers this _____ day of ______, A.D. 2000.

[Corporate Seal
1999
Utah]

- -------------------------------- --------------------------------
Vincent van den Brink, Secretary Vincent van den Brink, President

The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless a compliance with the registration provisions of such Act
has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
Atlas Stock Transfer Company _________
Salt Lake City, UT 84107
57
ASSIGNMENT

FOR VALUE RECEIVED,______________________________ hereby sell, assign and
transfer unto

(Please print or type name, address and SS# or ID number of Assignee)

____________________________________________________________ Shares
(Type Number of Shares)
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
______________________________________________ Attorney
(Type Full Name)

to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated: ___________________________

__________________________________________
Name:

Notice: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular without
alteration or enlargement or any whatever.

Notice: Signatures must be guaranteed by a registered brokerage firm, a bank
or a trust company.

58
Exhibit 4.1

SPECIMEN OF COMMON STOCK CERTIFICATE

1999

INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
MORGAN CLARK MANAGEMENT, INC.
100,000,000 Common Shares, $0.001 Par Value

Cert. No. ________ Shares_____________

THIS CERTIFIES that ____________is the registered holder of
__________________ Shares of

MORGAN CLARK MANAGEMENT, INC.

transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers this _____ day of ______, A.D. 2000.

[Corporate Seal
1999
Utah]
_______________________________ __________________________
Vincent van den Brink, Secretary Vincent van den Brink,
President

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
Atlas Stock Transfer Company _________
Salt Lake City, UT 84107

ASSIGNMENT

FOR VALUE RECEIVED,______________________________ hereby sell, assign and
transfer unto

(Please print or type name, address and SS# or ID number of Assignee)

to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated: ___________________________

__________________________________________
Name:

Notice: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular without
alteration or enlargement or any whatever.

Notice: Signatures must be guaranteed by a registered brokerage firm, a bank
or a trust company.

EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT September 28, 2000

Board of Directors
Morgan Clark Management, Inc.
3700 Susan St., Ste. 200
Santa Ana, CA 92704

Re: Morgan Clark Management, Inc.

Gentlemen:

The undersigned is counsel for Morgan Clark Management, Inc. I have been
requested to render an opinion on the tradeability of the 50,000 shares of
Morgan Clark proposed to be sold pursuant the Morgan Clark's Registration
Statement on Form SB-2. In rendering this opinion, I have reviewed Morgan
Clark's Registration on Form SB-2, Morgan Clark's Form 10SB, the Articles of
Incorporation and By-Laws and other corporate documents. All representations
made to me in Morgan Clark documents and by company officers and directors are
deemed to be accurate. It is my opinion that the shares to be issued will be
free trading shares. It is further my opinion that:

1. Morgan Clark is a corporation duly organized, validly existing and in good
standing and is qualified to do business in each jurisdiction in which such
qualification is required.

2. That the shares of common stock to be issued by Morgan Clark have been
reserved and, when issued, will be duly and properly approved by Morgan Clark's
Board of Directors.

3. That the shares of stock, when and as issued, will be fully paid and
non-assessable, and will be a valid and binding obligation of the corporation.

4. That the shares of common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the
state jurisdictions in which they will be sold.

I hereby consent to the use of this opinion in Morgan Clark's Registration
Statement on Form SB-2. Please feel free to contact the undersigned should you
have any further questions regarding this matter.

Very truly yours,

Sandra S. Sawyer
- ----------------
SANDRA S. SAWYER
Attorney at Law

EXHIBIT 10.1

AIRWAY BUSINESS CREDIT
[Letterhead]

FINANCIAL SOLUTIONS
FOR BUSINESS AND INDUSTRY

NON-EXCLUSIVE BROKER AGREEMENT

This Non-Exclusive Broker Agreement ("Agreement") is made and entered
into by and between Airway Business Credit ("Company"), and Morgan Clark
Management, Inc. ("Broker").

For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Company and Broker hereby agree as follows:

1. Definitions. For purposes of this Agreement, the term "Referred
Client" shall mean all clients who enter into a Financing Agreement or
equipment leasing agreement with Company or Company's funding source who were
initially identified, solicited and referred to Company by Broker and were not
previously identified, contacted, or solicited by Company.

2. Engagement. Company hereby engages Broker as a non-exclusive marketing
representative of the Company. Broker shall identify, solicit and recruit
businesses to enter into Financing Agreements with Company. Company shall
provide Broker with materials concerning Company and the factoring and asset
based lending services offered by Company for use by Broker in soliciting
prospective clients. Broker shall be solely responsible for identifying and
soliciting prospective clients. Company shall not have any obligation to accept
any prospective client referred by Broker and may reject any prospective client
for any or no reason. Broker shall abide by and comply with all instructions,
rules and policies of company.

3. Relations between Broker and Company. The relation between Broker and
Company shall be that of an independent contractor. Broker shall not be an
employee of Company. Broker shall have no authority to contract on behalf of or
otherwise bind Company.

4. Broker's Compensation. Broker's compensation shall be negotiated and
agreed to in writing in the format set forth on Exhibit A hereto, which is
incorporated herein by reference.

5. Term of Agreement. Company or Broker may terminate this Agreement at
anytime, without notice and without cause. Upon termination of this Agreement
the parties shall be excused form the duties and obligations set forth in
Section 2 Engagement. All other rights, duties, obligations, terms and
conditions of this Agreement shall remain in full force and effect.

6. Proprietary Information and Confidentiality. Broker acknowledges that
Company has developed and will develop client lists, sales techniques,
collateral and marketing materials, data basis on potential clients, contact
and referral persons, funding sources, relationships and other information
which are proprietary to the Company (the "Proprietary Information"). The
Proprietary Information has been developed through years of business and
substantial cost and investment to Company. The Proprietary Information is
treated by Company as confidential, would be valuable to competitors of Company
and is not readily available to competitors of Company from other sources. In
the performance of its duties and responsibilities, Broker will be given access
to the proprietary Information. Broker acknowledges that the Proprietary
Information was not available to Broker prior to his or her engagement by
Company.

Broker agrees not to disclose, use, or allow others to use any
Proprietary Information except in the performance of Broker's duties and
responsibilities as a representative of Company. Broker shall take all
necessary actions, included those directed by Company, to insure that
confidentiality of the Proprietary Information. During the term of this
Agreement and upon termination hereof, Broker shall not disclose, use or allow
others to use any Proprietary Information.

7. Arbitration. In the event of any dispute between the parties hereto
concerning or relating to this Agreement, upon request of Company, the parties
agree to submit the dispute to binding arbitration in Orange County,

62
California, in accordance with rules of the American Arbitration Association.
The cost of such arbitration shall be paid solely by the losing party. Judgment
upon the award entered by the arbitrator may be entered in any court of
appropriate jurisdiction. If Company requests arbitration, no suit may be
brought in any jurisdiction concerning or relating to this Agreement except to
enforce arbitration decisions or to seek injunctive relief.

8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

9. Severability of Invalid provisions. Any provisions of this Agreement
which is prohibited or unenforceable in any jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provision hereof, and any such prohibition or unenforceablitiy in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

10. Integrated Agreement, Amendment. This Agreement constitutes the
entire agreement between Broker and Company concerning the subject matter
hereof. All prior and contemporaneous agreements between Company and Broker,
oral or written, concerning the subject matter hereof are rescinded. This
Agreement may not be amended or altered except in writing signed by Broker and
Company.

Dated: 9-11-2000
"Company": Airway Business Credit

By: Anthony L. Anish
Managing Director

"Broker": Morgan Clark Management, Inc.

By: Vincent van den Brink
Vincent van den Brink/ President

AIRWAY BUSINESS CREDIT

EXHIBIT A

NON-EXCLUSIVE BROKER'S COMPENSATION

Commission: Broker shall receive a commission as follows:

Gross Income of: $0---$5000 45%; $5001---$15000 50%; $15001--$25000 60%;
$25000+ 65% per 90 day period of all gross monthly residual fees, commissions
and origination fees and equipment leasing commissions received by Company
payable within five days of receipt by Company.

Residual fees are payable on the (30th) day of each month for the period ending
on the last day of the prior month.

The compensation shall be payable so long as the Financing Agreement with
Referred Clients remains in effect and no event of default for either agreement
has occurred thereunder.

Company: Anthony L. Anish
Airway Business Credit

Broker: Vincent van den Brink
Morgan Clark Management, Inc.

Broker Federal ID # 87-0633496

EXHIBIT 16 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT

JONES, JENSEN & CO., LLC
50 South Main St., Ste. 1450
Salt Lake City, Utah 84144

December 13, 2000

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Morgan Clark Management, Inc.

Dear Sir or Madame:

We have read the SB-2A for Morgan Clark Management, Inc. and agree with the
statements made by Morgan Clark as they relate to our company under the heading
of Experts.

Jones, Jensen & Company
- -----------------------
Jones, Jensen & Company

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT

I hereby consent to the inclusion of the independent accountant's report dated
August 28, 2000 and the related statements of income, stockholder's equity, and
cash flows for the years then ended in the Registration
Statement on Form SB-2, and any other references to me in the Registration
Statement.

KURT D. SALIGER, CPA
Kurt D. Saliger
Certified Public Accountant
Las Vegas, Nevada
June 18, 2001
64

EXHIBIT 99

SUBSCRIPTION AGREEMENT

MORGAN CLARK MANAGEMENT, INC.
3700 Susan St., Ste. 200
Santa Ana, CA 92704

Gentlemen:

The undersigned has read and understands the matters set forth in your
prospectus dated June ____,2001. The undersigned represents as set forth below
and subscribes to purchase ________Shares at $0.50 per Share, for
$_______________, subject to your acceptance of this subscription. There is
no minimum contingency and proceeds may be utilized at the issuer's discretion.
If any checks are delivered to any NASD member, the member must promptly, by
noon of the next business day, transmit all checks received to the issuer or
any person entitled thereto. The undersigned, if an individual, is a resident
of, or, if a corporation, partnership or trust, has as its principal place of
business:

The State of New York_____
The State of Florida_____
The District of Columbia__________
Other State _____________
A State foreign to U.S.A._________________

Dated:______________.

Signature(s):

If not an individual: Sign Below Individual(s):
_________________________________
Signature:
__________________________________
__________________________________
Name of Corporation, Trust, Print or type name of Signer
or Partnership
__________________________________
P.O. Box or Street Address
___________________________________
__________________________________
State where incorporated, City, State
organized, or domiciled

_______________________________________
SS#_______________________________
Print Signer's Capacity

_______________________________________
Tel:______________________________
City, State and Zip Code
Fax:______________________________
Tax ID Number___________________________
65
Telefax ________________________________
Phone Numbers _________________________