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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES OF
SMALL BUSINESS ISSUERS Under Section 12(b) or
(g) of the Securities Exchange Act of 1934
eClic, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 86-0931332
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8555 W. Sahara, Suite 130, Las Vegas, NV 89117
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(Address of principal executive offices) (zip code)
1-888-971-1336
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Issuer's Telephone Number
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be registered each class is to be registered
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Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
1,500,000 issued and outstanding as of April 3, 1999.
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FORWARD LOOKING STATEMENTS
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
eClic, Inc., a new e-Commerce company ("eClic, Inc," or the "Company"
or the "Registrant") cautions readers that certain important factors may
affect the Company's actual results and could cause such results to differ
materially from any forward-looking statements that may be deemed to have
been made in this Document or that are otherwise made by or on behalf of the
Company. For this purpose, any statements contained in the Document that are
not statements of historical fact may be deemed to be forward-looking
statements. This Registration contains statements that constitute "forward-
looking statements." These forward-looking statements can be identified by
the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this
Registration and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things: (i) trends affecting the Company's financial condition or
results of operations for its limited history; (ii) the Company's business
and growth strategies; (iii) the Internet and Internet commerce; and, (iv)
the Company's financing plans. Investors are cautioned that any such forward-
looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result
of various factors. Factors that could adversely affect actual results and
performance include, among others, the Company's limited operating history,
dependence on continued growth in the use of the Internet, the Company's
inexperience with the Internet, potential fluctuations in quarterly operating
results and expenses, security risks of transmitting information over the
Internet, government regulation, technological change and competition.
The accompanying information contained in this Registration, including,
without limitation, the information set forth under the heading "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" identifies important additional factors
that could materially adversely affect actual results and performance. All
of these factors should be carefully considered and evaluated. All forward-
looking statements attributable to the Company are expressly qualified in
their entirety by the foregoing cautionary statement. Any forward-looking
statements in this report should be evaluated in light of these important
risk factors. The Company is also subject to other risks detailed herein or
set forth from time to time in the Company's filings with the Securities and
Exchange Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I ......................................................... 4
Item 1. Description of Business.................................. 4
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................ 21
Item 3. Description of Property.................................. 22
Item 4. Security Ownership of Management and Others and Certain
Security Holders......................................... 22
Item 5. Directors, Executives, Officers and Significant
Employees................................................ 24
Item 6. Remuneration of Directors and Executive
Officers................................................. 25
Item 7. Certain Relationships and Related Transactions........... 25
Part II ......................................................... 26
Item 1. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters.............. 26
Item 2. Legal Proceedings........................................ 27
Item 3. Recent Sales of Unregistered Securities.................. 27
Item 4. Description of Securities................................ 27
Item 5. Indemnification of Directors and Officers................ 28
Part F/S ......................................................... 29
Item 1. Financial Statements..................................... 29
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure..................... 29
Part III ........................................................ 30
Item 1. Index to Exhibits....................................... 30
Item 2. Description of Exhibits................................. 30
The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the Financial Statements
and Notes related thereto appearing elsewhere in this Registration. Except
where the context otherwise requires, all references in this Registration to
(a) the "Registrant" or the "Company" or "eClic.com" refer to eClic, Inc.,
a Nevada corporation, (b) the "Web" refer to the World Wide Web and (c) the
"site" refer to the Company's Web site.
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Part I
Item 1. Description of Business
A. Business Development, Organization and Acquisition Activities
eClic, Inc., a new Internet e-Commerce company, hereinafter referred to as
"eClic, Inc." or the " Company" or the "Registrant", was organized by the
filing of Articles of Incorporation with the Secretary of State of the State
of Nevada on March 1, 1999.
The Company is a development stage Internet e-Commerce company with a
principal business objective to sell and market health related products or
products which offer the Company potential revenues, and generate advertising
revenues from other vendors who sell and market products through the World
Wide Internet.
The original Articles of the Company authorized the issuance of twenty-five
million (25,000,000) shares. There are twenty million (20,000,000) shares of
Common Stock at par value of $0.001 per share and five million (5,000,000)
shares of Preferred at par value of $0.001 per share.
The Registrant was incorporated on March 1, 1999, in the state of Nevada
under the name eClic, Inc. In connection with its formation, a total of
1,000,000 shares of its common stock were purchased by its founder of the
Company, on March 16, 1999. Between March 20 and April 4, 1999, the Company
sold Five Hundred Thousand (500,000) shares of its common stock in
connection with a public offering at a price of $0.10 per share.
On April 5, 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 500,000 shares of the
Common Stock of the Company to approximately forty (40) unaffiliated
shareholders of record. The Company filed an original Form D with the
Securities and Exchange Commission on or about March 22, 1999.
On March 16, 1999, founding shareholder purchased 1,000,000 shares of the
company's authorized but unissued treasury stock for cash. Additionally,
the Company sold Fifty Thousand Dollars ($50,000) or Five Hundred Thousand
(500,000) shares of the Common Stock of the Company during the Offering to
approximately forty (40) shareholders. The offering was closed April 5,
1999. As of April 5, 1999, the Company has one million five hundred thousand
shares (1,500,000) shares of its $0.001 par value common voting stock issued
and outstanding which are held by approximately forty-one (41) shareholders,
including the founding shareholder, of record. The Company is a newly formed
Internet e-Commerce company, which plans to market health care products over
the Internet, through its Web site, http://www.eClic.com.
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B. Business of Issuer
1) Principal Products, Services and Principal Markets.
The Company plans to seek outside suppliers who would be willing to allow
eClic.com to merchandise, market and sell their products through the
Company's Internet Web site, for a nominal fee. These suppliers would be
responsible for inventory, billing and shipping their products to the
potential customers generated through the Company's Web site. The company
plans to focus, but not limit itself to health care products. There are a
number of personal care products where consumers might prefer the ease,
convenience and privacy of ordering these products through the Internet.
Additionally, the Company plans to seek advertisers, to advertise their
product(s) on the Company's Web site. For any advertisers on the Company's
Web site, the Company will provide a link to the advertisers' Web site and
charge a customary/nominal fee, e.g., $0.10 (ten cents) for each customer who
links to their advertisers Web site.
(a) Limited Operating History
The Company was first incorporated in the State of Nevada on March 1, 1999.
Accordingly, the Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be
based, each of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages of
development, and particularly by such companies entering new and rapidly
developing markets like the Internet. The Company's prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development,
particularly companies in new and rapidly evolving markets such as online
commerce. Such risks include, without limitation, the lack of broad
acceptance of the company's products on the Internet, the possibility that
the Internet will fail to achieve broad acceptance, the inability of the
Company to generate significant e-Commerce-based revenues from Internet
customers, the company's inability to anticipate and adapt to a developing
market, the failure of the company's network infrastructure (including its
server, hardware and software) to efficiently handle its Internet traffic,
changes in laws that adversely affect the company's business, the ability of
the Company to manage its operations, including the amount and timing of
capital expenditures and other costs relating to the expansion of the
company's operations, the introduction and development of different or more
extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources, the
inability of the Company to maintain and increase levels of traffic on its
Web site, the inability of the Company to attract, retain and motivate
qualified personnel and general economic conditions.
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(b) Anticipated Losses for the Foreseeable Future
The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The extent of these losses will depend, in part, on the amount of
growth in the Company's revenues from sales of its products, and possibility
advertising revenues on its Web site. As of April 12, 1999, the Company had
an accumulated deficit of two thousand one thirty one ($2,131) dollars. The
Company expects that its operating expenses will increase significantly
during the next several years, especially in the areas of sales and
marketing, and brand promotion. Thus, the Company will need to generate
increased revenues to achieve profitability. To the extent that increases
in its operating expenses precede or are not subsequently followed by
commensurate increases in revenues, or that the Company is unable to adjust
operating expense levels accordingly, the Company's business, results of
operations and financial condition would be materially and adversely
affected. There can be no assurances that the Company can achieve or sustain
profitability or that the Company's operating losses will not increase in the
future.
(c) Dependence on Continued Growth and Viability of the Internet
The Company's future success is substantially dependent upon continued growth
in the use of the Internet. To generate product sales, advertising sales,
e-Commerce service fees for eClic, Inc., the Internet's recent and rapid
growth must continue, and e-Commerce on the Internet must become widespread.
None of these can be assured. The Internet may prove not to be a viable
commercial marketplace. Additionally, due to the ability of consumers to
easily compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted. If use of the Internet does not continue to
grow, the Company's business, results of operations and financial condition
would be materially and adversely affected. Additionally, to the extent that
the Internet continues to experience significant growth in the number of
users and the level of use, there can be no assurance that its technical
infrastructure will continue to be able to support the demands placed upon
it. The necessary technical infrastructure for significant increases in
e-Commerce, such as a reliable network backbone, may not be timely and
adequately developed. In addition, performance improvements, such as
high-speed modems, may not be introduced in a timely fashion. Furthermore,
security and authentication concerns with respect to transmission over the
Internet of confidential information, such as credit cared numbers, may
remain. Issues like these could lead to resistance against the acceptance of
the Internet as a viable commercial marketplace. Also, the Internet could
lose its viability due to delays in the development or adoption of new
standards and protocols required to handle increased levels of activity, or
due to increased governmental regulation. Changes in or insufficient
availability of telecommunications services could result in slower response
times and adversely affect usage of the Internet. Demand and market
acceptance for recently introduced services and products over the Internet
are subject to a high level of uncertainty, and there exist few proven
services and products.
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The Internet may not be commercially viable in the long term for a number
Of reasons, including potentially inadequate development of the necessary
network infrastructure or delayed development of enabling technologies,
performance improvements and security measures. To the extent that the
Internet continues to experience significant growth in the number of users,
their frequency of use or their band width requirement, there can be no
assurance that the infrastructure for the Internet and other online
services will be able to support the demands placed upon them. In addition,
the Internet or other online services could lose their viability due to
delays in the development or adoption of new standards and protocols required
to handle increased levels of Internet or other online service activity, or
due to increased governmental regulation. Changes in or insufficient
availability of telecommunications services to support the Internet or other
online services also could result in slower response times and adversely
affect usage of the Internet and other online services generally and eClic,
Inc. in particular. If use of the Internet and other online services does
not continue to grow or grows more slowly than expected, if the
infrastructure for the Internet and other online services does not
effectively support growth that may occur, or if the Internet and other
online services do not become a viable commercial marketplace, the
Company's business, results of operations and financial condition would
be adversely affected.
(d) Risk of System Failures
The Company's ability to facilitate trade successfully and provide high
quality customer service, depends on the efficient and uninterrupted
operation of its computer and communications through its designated Internet
Service Provider (ISP). These systems and operations are vulnerable to damage
or interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism and similar
events. The Company does not have fully redundant systems, a formal disaster
recovery plan or alternative providers of hosting services and does not carry
business interruption insurance to compensate it for losses that may occur.
Despite any precautions taken by, and planned to be taken by the Company, the
occurrence of a natural disaster or other unanticipated problems with its ISP
could result in interruptions in the services provided by the Company.
In addition, the failure by the ISP to provide the data communications
capacity required by the Company, as a result of human error, natural
disasters other operational disruption, could result in interruptions in the
Company's service. Any damage to or failure of the systems of the Company
could result in reductions in, or terminations of, the eClic service, which
could have a material adverse effect on the Company's business, results of
operations and financial condition. In the case of frequent or frequent or
persistent system failures, the Company's reputation and name brand could be
materially adversely affected. Although the Company has implemented certain
network security measures, the Company and its IPS are also vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions, delays, loss of data or the inability to
complete customer auctions. In addition, although the Company works to
prevent unauthorized access to Company data, it is impossible to eliminate
this risk completely. The occurrence of any and all of these events could
have a material adverse effect on the Company's business, results of
operations and financial condition.
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(e) Competition
The market for selling health care product over the Internet is relatively
new, rapidly evolving and intensely competitive, and the Company expects
competition to intensify further in the future. Barriers to entry are
relatively low, and current and new competitors can launch new sites at a
relatively low cost using commercially-available software. The Company
potentially competes with a number of other companies marketing similar
health care products over the Internet. Competitive pressures created by
any of the Company's competitors, could have a material adverse effect on
the Company's business, results of operations and financial condition.
The Company believes that the principal competitive factors in its market
are volume and selection of goods, population of buyers and sellers,
community cohesion and interaction, customer service, reliability of delivery
and payment by users, brand recognition, WEB site convenience and
accessibility, price, quality of search tools and system reliability. Some
of the Company's potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing, technical and other resources than the Company. In
addition, other online trading services may be acquired by, receive
investments from or enter into other commercial relationships with larger,
well-established and well-financed companies as use of the Internet and other
online services increases.
Therefore, certain of the Company's competitors with other revenue sources
may be able to devote greater resources to marketing and promotional
campaigns, adopt more aggressive pricing policies and devote substantially
more resources to Web site and systems development than the Company or may
try to attract traffic by offering services for free. Increased competition
may result in reduced operating margins, loss of market share and diminished
value in the Company's brands. There can be no assurance that the Company
will be able to compete successfully against current and future competitors.
Further, as a strategic response to changes in the competitive environment,
the Company may, from time to time, make certain pricing, service or
marketing decisions or acquisitions that could have a material adverse effect
on its business, results of operations and financial condition. New
technologies and the expansion of existing technologies may increase the
competitive pressures on the Company by enabling the Company's competitors to
offer a lower-cost service. Certain Web-based applications that direct
Internet traffic to certain Web sites may channel users to trading services
that compete with the Company. Although the Company plans to establish
arrangements with online services and search engine companies, there can be
no assurance that these arrangements will be renewed on commercially
reasonable terms or that they will otherwise bring traffic to the eClic.com
WEB site. In addition, companies that control access to transactions through
network access or Web browsers could promote the Company's competitors or
charge the Company substantial fees for inclusion. Any and all of these
events could have a material adverse effect on the Company's business,
results of operations and financial condition.
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(f) Potential Fluctuations in Operating Results; Quarterly Fluctuations
The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control. See "--Limited Operating History." As a strategic response to
changes in the competitive environment, the Company may from time to time
make certain pricing, marketing decisions or acquisitions that could have
a material short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.
In particular, in order to accelerate the promotion of eClic.com., the
Company intends to heavily market it Web site. The Company believes that it
may experience seasonality in its business, with use of the Internet and
eClic.com being somewhat lower during the summer vacation and year-end
holiday periods. Advertising impressions (and therefore revenues) may be
expected to decline accordingly in those periods. Additionally, seasonality
may affect significantly any potential advertising revenues during the first
and third calendar quarters, as advertisers historically spend less during
these periods.
There can be no assurance that such patterns will not have a material adverse
effect on the Company's business, results of operations and financial
condition. In addition to selling its brands, it is the Company's strategy
is to generate additional revenues through e-Commerce arrangements including
for other companies to advertise on the company's Web site. There can be no
assurance that the Company will receive any material amount of revenue
under these agreements in the future. The foregoing factors, in some future
quarters, may lead the Company's operating results to fall below the
expectations.
(g) Risk Of Capacity Constraints And Systems Failures
A key element of the Company's strategy is to generate a volume of user
traffic to its Web site. The Company's ability to attract customers and to
achieve market acceptance of its products depends significantly upon the
performance of the Company and its network infrastructure (including its
server, hardware and software). Any system failure that causes interruption
or slower response time of the Company's products and services could result
in less traffic to the Company's Web site and, if sustained or repeated,
could reduce the attractiveness of the Company's products. An increase in the
volume of user traffic could strain the capacity of the Company's technical
infrastructure, which could lead to slower response time or system failures,
and could adversely affect the delivery of the number of impressions that are
owed to advertisers and thus the Company's advertising revenues. In addition,
as the number of Web pages on and users of eClic.com increase, there can be no
assurance that the Company and its technical infrastructure will be able to
grow accordingly, and the Company faces risks related to its ability to
scale up to its expected customer levels while maintaining superior
performance. Any failure of the Company's server and networking systems to
handle current or higher volumes of traffic would have a material adverse
effect on the Company's business, results of operations and financial
condition. The Company is also dependent upon third parties to provide
potential users with Web browsers and Internet and online services necessary
for access to the site. In the past, users have occasionally experienced
difficulties with Internet and online services due to system failures,
including failures unrelated to the Company's systems. Any disruption in
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Internet access provided by third parties could have a material adverse
effect on the Company's business, results of operations and financial
condition. Furthermore, the Company is dependent on hardware suppliers for
prompt delivery, installation and service of equipment used to deliver the
Company's products and services. The Company's operations are dependent in
part upon its ability to protect its operating systems against damage from
human error, fire, floods, power loss, telecommunications failures,
break-ins and similar events. The Company does not presently have redundant,
multiple-site capacity in the event of any such occurrence. The Company's
servers are also vulnerable to computer viruses, break-ins and similar
disruptions from unauthorized tampering with the Company's computer systems.
The occurrence of any of these events could result in the interruption, which
could have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, the Company's reputation
could be materially and adversely affected.
(h) Risks Associated With New Services, Features and Functions
There can be no assurance that the Company would be able to expand its
operations in a cost-effective or timely manner or that any such efforts
would maintain or increase overall market acceptance. Furthermore, any new
business launched by the Company that is not favorably received by consumers
could damage the Company's reputation and diminish the value of its brand
name. Expansion of the Company's operations in this manner would also
require significant additional expenses and development, operations train the
Company's management, financial and operational resources. The lack of
market acceptance of the Company's products would result in the Company's
inability to generate satisfactory revenues and its inability to offset their
costs could have a material adverse effect on the Company's business, results
of operations and financial condition.
(i) Online Commerce Security Risks
A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. eClic, Inc.
plans to accept credit cards for purchases of its products. The Company will
rely on encryption and authentication technology licensed from third parties
to provide the security and authentication technology to effect secure
transmission of confidential information, including customer credit card
numbers. There can be no assurance that advances in computer capabilities,
new discoveries in the field of cryptography, or other events or developments
will not result in a compromise or breach of the technology used by the
Company to protect customer transaction data.
If any such compromise of the Company's security were to occur, it could have
a material adverse effect on the Company's reputation and, therefore, on its
business, results of operations and financial condition. Furthermore, a
party who is able to circumvent the Company's security measures could
misappropriate proprietary information or cause interruptions in the
Company's operations. The Company may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by such breaches. Concerns over the security of
transactions conducted on the Internet and other online services and the
privacy of users may also inhibit the growth of the Internet and other online
services generally, and the Web in particular, especially as a means of
conducting commercial transactions. To the extent that activities of the
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Company involve the storage and transmission of proprietary information, such
as credit card numbers, security breaches could damage the Company's
reputation and expose the Company to a risk of loss or litigation and
possible liability. There can be no assurance that the Company's security
measures will prevent security breaches or that failure to prevent such
security breaches will not have a material adverse effect on the Company's
business, results of operations and financial condition.
(j) Risks Associated with Acquisitions
If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic.
The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued. There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business. The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business. Moreover, there can be no
assurance that the anticipated benefits of any acquisition will be realized.
Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
(k) Risks Associated With International Operations
A component of the Company's strategy is to offer its products online to
international customers. Expansion into the international markets will
require management attention and resources. The Company has limited
experience in localizing its service, and the Company believes that many of
its competitors are also undertaking expansion into foreign markets. There
can be no assurance that the Company will be successful in expanding into
international markets. In addition to the uncertainty regarding the
Company's ability to generate revenues from foreign operations and expand
its international presence, there are certain risks inherent in doing
business on an international basis, including, among others, regulatory
requirements, legal uncertainty regarding liability, tariffs, and other
trade barriers, difficulties in staffing and managing foreign operations,
longer payment cycles, different accounting practices, problems in collecting
accounts receivable, political instability, seasonal reductions in business
activity and potentially adverse tax consequences, any of which could
adversely affect the success of the Company's international operations.
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To the extent the Company expands its international operations and has
additional portions of its international revenues denominated in foreign
currencies, the Company could become subject to increased risks relating to
foreign currency exchange rate fluctuations. There can be no assurance that
one or more of the factors discussed above will not have a material adverse
effect on the Company's future international operations and, consequently, on
the Company's business, results of operations and financial condition.
2) Distribution Methods of the Products and Services
The Company will be significantly dependent on a number of third-party
relationships to supply product(s), to ship product(s), and increase traffic
to eClic.com. The Company is generally dependent on other Web site operators
that provide links to eClic.com.
The Company does not have any agreements with any Web site operators that
provide links to eClic.com, and, if the Company can established such links
the other Web site operators may terminate such links at any time without
notice to the Company. There can be no assurance that third parties will
regard their relationship with the Company as important to their own
respective businesses and operations.
There can be no assurance that the Company will ever develop a relationships
with third parties that supply the Company with links to their Web site. In
particular, the elimination of a pre-installed bookmark on a Web browser that
directs traffic to the Company's Web site could significantly reduce traffic
on the Company's Web site, which would have a material adverse effect on the
Company's business, results of operations and financial condition.
Additionally, at this time, the Company has not entered into any agreements
with any suppliers to ship and provide products.
3) Status of Any Announced New Product or Service
The Company does not have any announced new product or service. If the
Company can find a supplier to market their products through the Company's
Internet site, then these would be considered new products marketed by the
company. The Company, however, has yet to announce any new products and has
not announced any other recent additions or services. At this time, the
only information on the Company's Web site (http://www.eclic.com) is the
following: "Welcome to eClic, Your health care company for the new
Millennium. This Web presence is currently under construction, more news
coming soon! Any questions, contact the: Webmaster, Last updated: 12 April
1999. Created with Front Page 98: *this Website is y2k compliant."
4) Industry Background
Global commerce and the online exchange of information is new and evolving,
it is difficult to predict with any assurance whether the Web will prove to
be a viable commercial marketplace in the long term. The Web has
experienced, and is expected to continue to experience, significant growth in
the numbers of users and amount of traffic. To the extent that the Web
continues to experience increased numbers of users, frequency of use or
increased bandwidth requirements of users, there can be no assurance that the
Web infrastructure will continue to be able to support the demands placed on
it by this continued growth or that the performance or reliability of the Web
will not be adversely affected.
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Industry estimates that spending on Internet advertising in the United States
will grow from $940 million in 1997 to $7.7 billion in 2002. The Internet has
become a compelling advertising vehicle that provides advertisers with
targeting tools not available from traditional advertising media. The
interactive nature of the Internet and the development of "click-through"
advertising banners and other feedback tools enable advertisers to measure
impression levels, establish a dialogue with users and receive "real-time"
direct feedback from their target markets.
Such feedback provides advertisers with an effective means to measure the
attractiveness of their offerings among targeted audiences and make
modifications to their advertising campaigns on short notice. Community sites
are generally able to provide advertisers significantly more information
regarding consumers than other Web sites because they collect detailed
demographic data and facilitate the development of user-created affinity
groups. The ability to target advertisements to broad audiences, specific
regional populations, affinity groups or individuals makes community Web site
advertising a highly versatile and effective tool for delivering customized
and cost-effective messages. One indicator of the Internet's popularity as
an advertising medium is the growing number and diversity of Internet
advertisers.
Most early Internet advertisers were technology and Internet-related
companies. Today, a growing number of Internet advertisers consist of
traditional, consumer product and service companies. The diverse audience of
users accessing community sites has made such sites especially attractive to
consumer product and service companies advertising on the Internet. The
Company believes that this trend should continue, and that a wide variety of
companies outside the technology and Internet industries, such as financial
services, consumer goods, automotive and pharmaceutical companies, are or
will be increasingly using the Internet, and community sites in particular,
to advertise.
Furthermore, the Web has experienced a variety of outages and other delays
as a result of damage to portions of its infrastructure, and could face such
outages and delays in the future, including outages and delays resulting from
the inability of certain computers or software to distinguish dates in the
21st century from dates in the 20th century. These outages and delays could
adversely affect the level of Web usage and also the level of traffic for
eClic, Inc. In addition, the Web could lose its viability due to delays in
the development or adoption of new development or adoption of new standards
and protocols to handle increased levels of activity or due to increased
governmental regulation.
The Internet allows marketers to collect meaningful demographic information
and feedback from consumers, and to rapidly respond to this information with
new messages. This offers a significant new opportunity for businesses to
increase the effectiveness of their direct marketing campaigns. In
traditional media, a significant portion of all advertising budgets are spent
on direct marketing because of its effectiveness. However, the effectiveness
of direct marketing campaigns is dependent upon the quality of consumer data
used to develop and place complementary products, services or facilities
are developed and the Web becomes a viable commercial marketplace in the long
term, the Company might be required to incur substantial expenditures in
order to adapt its products to changing Web technologies, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.
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<PAGE>
(a) E-Commerce and Direct Marketing.
The Internet has become a significant marketplace for buying and selling
goods and services. Industry estimates that the amount of goods or services
purchased in online consumer transactions will grow from approximately $2.6
billion in 1997 to approximately $37.5 billion in 2002. Improvements in
security, interface design and transaction-processing technologies have
facilitated an increase in online consumer transactions. Early adopters of
such improvements include online merchants offering broad product catalogs
(such as books, music CDs and toys), those seeking distribution efficiencies
(such as PCs, flowers and groceries) and those offering products and services
with negotiable pricing (such as automobiles and mortgages). The Company
believes that as the volume of online transactions increases, traditional
retailers will offer a wide variety of products and services online. The
Company believes that online companies provide businesses an opportunity
to link Internet customers with like interests. The Internet allows marketers
to collect meaningful demographic information.
The Company's business strategy relies on advertising by and agreements with
other Internet companies. Any significant deterioration in general economic
conditions that adversely affected these companies could also have a material
adverse effect on the Company's business, results of operations and financial
condition.
5) Raw Materials and Suppliers
The Company is a Internet e-Commerce business, and thus does not use
any raw materials or have any principal suppliers of raw materials.
6) Customers
The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers, Internet traffic and
advertising and commerce relationships. In order to attract new customers,
advertisers and commerce vendors, and in response to competitive pressures,
the Company intends to make a commitment to the creation and maintenance of
brand loyalty among these groups. The Company plans to accomplish this,
although not exclusively, through advertising its Web site through the
various search engines, through other Web sites, marketing its site to
businesses/customers through e-mail, online media, and other marketing and
promotional efforts.
There can be no assurance that brand promotion activities will yield
increased revenues or that any such revenues would offset the expenses
incurred by the Company in building its brands. Further, there can be no
assurance that any new users attracted to eClic will conduct transactions
over eClic.com on a regular basis. If the Company fails to promote and
maintain its brand or incurs substantial expenses in an attempt to promote
and maintain its brand or if the Company's existing or future strategic
relationships fail to promote the Company's brand or increase brand
awareness, the Company's business, results of operations and financial
condition would be materially adversely affected.
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<PAGE>
7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company regards substantial elements of its future Web site and
underlying infrastructure and technology as proprietary and attempts to
protect them by relying on trademark, service mark, copyright and trade
secret laws and restrictions on disclosure and transferring title and other
methods. The Company plans to enter into confidentiality agreements with its
future employees, future suppliers and future consultants and in connection
with its license agreements with third parties and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information. Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use the Company's proprietary
information without authorization or to develop similar technology
independently.
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any of the Company's proprietary rights. There can be
no assurance that the steps taken by the Company will prevent misappropriation
or infringement of its proprietary information, which could have a material
adverse effect on the Company's business, results of operations and financial
condition. Litigation may be necessary in the future to enforce the Company's
intellectual property rights, to protect the Company's trade secrets or to
determine the validity and scope of the proprietary rights of others. Such
litigation might result in substantial costs and diversion of resources and
management attention. Furthermore, there can be no assurance that the
Company's business activities will not infringe upon the proprietary rights
of others, or that other parties will not assert infringement claims against
the Company, including claims that by directly or indirectly providing
hyperlink text links to Web sites operated by third parties. Moreover, from
time to time, the Company may be subject to claims of alleged infringement by
the Company or service marks and other intellectual property rights of third
parties. Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not meritorious,
could result in substantial costs and diversion of resources and management
attention and could have a material adverse effect on the Company's business,
results of operations and financial condition.
8) Regulation
The law relating to the liability of online companies is currently unsettled.
It is possible that claims could be made against online e-Commerce companies
under both United States and foreign law for defamation, libel, invasion of
privacy, negligence, copyright or trademark infringement, or other theories
based on the nature and content of the materials disseminated through their
Web site. Several private lawsuits seeking to impose such liability upon
other online companies are currently pending.
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<PAGE>
9) Effect of Existing or Probable Government Regulations
Government legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.
The imposition upon the Company and other online providers of potential
liability for information carried on or disseminated through their services
could require the Company to implement measures to reduce its exposure to such
liability, which may require the Company to expend substantial resources
and/or to discontinue certain service offerings. In addition, the increased
attention focused upon liability issues as a result of these lawsuits and
legislative proposals could impact the growth of Internet use.
The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however,
that State government will not attempt to impose these regulations upon the
Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of operations and
financial condition. Several States have also proposed legislation that would
limit the uses of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade Commission has also
recently settled a proceeding with one online service regarding the manner in
which personal information is collected from users and provided to third
parties. Changes to existing laws or the passage of new legislation,
could create uncertainty in the marketplace that could reduce demand for the
services of the Company or increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or could in some other
manner have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, because the Company's
services are accessible worldwide, and the Company may facilitate sales of
goods to users worldwide, other jurisdictions may claim that the Company
is required to qualify to do business as foreign corporation in particular
state or foreign country.
Due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security. Although sections of the Communications Decency Act of
1996 (the "CDA") that, among other things, proposed to impose criminal
penalties on anyone distributing "indecent" material to minors over the
Internet, were held to be unconstitutional by the U.S. Supreme Court, there
can be no assurance that similar laws will not be proposed and adopted.
Certain members of Congress have recently discussed proposing legislation
that would regulate the distribution of "indecent" material over the Internet
in a manner that they believe would withstand challenge on constitution law.
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<PAGE>
Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to the Company's
business, for third-party activities and jurisdiction. The adoption of new
laws or the application of existing laws may decrease the growth in the use
of the Internet, which could in turn decrease the demand for the Company's
services, increase the Company's cost of doing business or otherwise have a
material adverse effect on the Company's business, results of operations and
financial condition.
The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however,
that State government will not attempt to impose these regulations upon the
Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of operations and
financial condition.
10) Research and Development Activities
The Company, among other things, plans to develop and market its Web site,
enhance its brands, implement and execute its business and marketing strategy
successfully, continue to develop and upgrade its technology and information-
processing systems, meet the needs of a changing market, provide superior
customer service, respond to competitive developments and attract, integrate,
retain and motivate qualified personnel provided the company can generate
sales and profit.
The Company also needs to develop and identify products that achieve
market acceptance by its users and e-Commerce customers. There can be no
assurance that any Internet company, including eClic.com, will achieve
market acceptance. Accordingly, no assurance can be given that the Company's
business model will be successful or that it can sustain revenue growth or
be profitable. The market for Internet products is new, rapidly developing
and characterized by an increasing number of market entrants. As is typical
of any new and rapidly evolving market, demand and market acceptance for
recently introduced products are subject to a high level of uncertainty and
risk. Moreover, because this market is new and rapidly evolving, it is
difficult to predict its future growth rate, if any, and its ultimate size.
If the market fails to develop, develops more slowly than expected or becomes
saturated with competitors, or if the Company's products do not achieve or
sustain market acceptance, the Company's business, results of operation may
be materially and adversely affected.
There can be no assurances the Company will be successful in accomplishing
all of these things, and the failure to do so could have a material adverse
effect on the company's business, results of operations and financial
condition.
11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws
which would effect is operations.
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<PAGE>
12) Employees
The Company currently has two (2) employees: one President, and one
Secretary. The Company has no intention at this time to add employees.
(i) The Company's performance is substantially dependent on the performance of
its corporate secretary, Skyelan Rose. In particular, the Company's success
depends on her ability to develop, design and market the company's Web site
through the various Internet search engines.
(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company. The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.
(iii) There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.
13) Year 2000 Implications
The Year 2000 issue is the potential for system and processing failures of
date-related data and the result of computer-controlled systems using two
digits rather than four to define the applicable year. For example,
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transaction
The Company may be affected by Year 2000 issues related to non-compliant
information technology ("IT") systems or non-IT systems operated by the
Company or by third parties.
The Company plans to design its own Web site, utilizing software from
Microsoft, titled Front Page. This is the only system the company
assessed for Year 2000 compliance. Company has not completed any assessment
of internal and external (third-party) IT systems and non-IT systems. At this
point, the Company is not currently aware of any Year 2000 problems relating
to systems operated by the Company or by third parties that would have a
material effect on the Company's business, results of operations or
financial condition, without taking into account the Company's efforts to
avoid such problems. Based on its assessment to date, the Company does not
anticipate that costs associated with remediating the Company's non-compliant
IT systems or non-IT systems will be material, although there can be no
assurance to such effect.
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<PAGE>
Such a failure could prevent the Company from operating its business, prevent
users from accessing the Company's Web site, or change the behavior of
advertising customers or persons accessing the Company's Web site.
The Company believes that the primary business risks, in the event of such
failure, would include, but not be limited to, lost of potential revenues,
increased operating costs, loss of customers or persons accessing the
Company's Web site, or other business interruptions of a material nature, as
well as claims of mismanagement, misrepresentation, or breach of contract,
any of which could have a material adverse effect on the Company's business,
results of operations and financial condition.
14) The Industry & Potential Effect on the Company's Plan of Operations
The rapid adoption of the Internet as a means to gather information,
communicate, interact and be entertained, combined with the vast
proliferation of Web sites, has made the Internet an important new mass
medium. Industry estimates that the number of Web users exceeded 68 million in
1997, and will grow to over 319 million by 2002. The Internet enables
advertisers to target advertising campaigns utilizing sophisticated databases
of information on the users of various sites. As a result, the Internet has
become a compelling means to advertise and market products and services. With
the volume of sites and vast abundance of information available on the
Internet, users are increasingly seeking an online home where they can
interact with others with similar interests and quickly find information,
products and services related to a particular interest or need.
These community sites offer a single location where users can build their
personal Web sites and place them among the sites of others having similar
interests. In addition, community sites generally offer services including
access to e-mail accounts, chat rooms, news, and entertainment services,
among other features. By satisfying the needs of its users, communities seek
to establish a close relationship with their audience. As a result, the
Company believes that users tend to be loyal to and spend more time online at
community sites. The Company hopes to advertise their products at these
community sites.
The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequent new product introductions and enhancements. These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. The Company's future success will depend in
part on its ability to continually improve the performance, features and
reliability of the site in response to both evolving demands of the
marketplace and competitive product and service offerings; and, there can be
no assurance that the Company will be successful in doing so. Accordingly,
the Company's future success will depend on its ability to adapt to rapidly
changing technologies, to adapt to evolving industry standards and to
continually improve the performance, features and reliability of its service
in response to competitive service and product offerings and evolving demands
of the marketplace. The failure of the Company to adapt to such changes would
have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, the widespread adoption of
new Internet, networking or telecommunications technologies or other
technological changes could require substantial expenditures by the Company
to modify or adapt its services or infrastructure, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.
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<PAGE>
15) Present Licensing Status
None -- Not Applicable.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
All statements, trend analysis and other information contained in this
Registration relative to markets for the Company's products and trends in
revenues, gross margin and anticipated expense levels, as well as other
statements including words such as "believe," "anticipate," "expect,"
"estimate," "plan" and "intend" and other similar expressions, constitute
forward-looking statements. Those forward-looking statements are subject to
business and economic risks, and the Company's actual results of operations
may differ from those contained in the forward-looking statements.
The following discussion of the financial condition and results of operations
of the Company should also be read in conjunction with the Financial
Statements and Notes related thereto included elsewhere in this Registration.
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Item 2
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
1) In its initial six week operating period ended April 12, 1999 the Company
incurred a net loss of $2,131.00 from operations. It has yet to receive any
revenues from operations.
An original stock offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504, of the Act. On March 16,
1999, founding shareholder purchased 1,000,000 shares of the Company's
authorized but unissued treasury stock for cash and assets. Additionally, on
April 5, 1999, the Company completed an offering of five hundred thousand
shares (500,000) at $0.10 (ten cents) of the Common Stock of the Company
to approximately 40 unaffiliated shareholders. The Company raised fifty
thousand ($50,000) dollars through this offering. This offering was made
in reliance upon an exemption from registration provisions 4(2) of the
Securities Act of 1933, as amended, pursuant to Regulation D, Rule 504
of the Act. As of April 5, 1999, the Company has one million five hundred
thousand (1,500,000) shares of its $0.001 par value common voting stock
issued and outstanding which are held by approximately forty-one (41)
shareholders of record, including the company's founder. Management fully
anticipates that the proceeds from the sale of all of the Common Shares sold
in the offering delineated above will be sufficient to provide the Company's
capital needs for the next twelve (12) months. If the Company cannot
generate sufficient revenues or raise money in the next 12 months, it is most
likely the company will not be able to stay in business.
eClic, Inc. is a developmental stage company. It does not anticipate any
revenues until it can find supplies and/or advertisers to promote and
market their products through the Company's Web site (www.eClic.com). The
Company hopes to find suppliers of products who would be willing to inventory,
ship and bill their own product(s) to customers found through the Company's
Web site, and to pay the Company a fee for helping them identify and find
these customers.
The Company currently anticipates that it has enough available funds to meet
its anticipated needs for working capital, capital expenditures and business
expansion for the next 12 months. The Company expects that it will continue
to experience negative operating cash flow for the foreseeable future as a
result of significant spending on advertising and infrastructure.
If the Company needs to raise additional funds in order to fund expansion,
develop new or enhanced services or products, respond to competitive
pressures or acquire complementary products, businesses or technologies, any
additional funds raised through the issuance of equity or convertible debt
securities, the percentage ownership of the stockholders of the Company will
be reduced, stockholders may experience additional dilution and such
securities may have rights, preferences or privileges senior to those of the
Company's Common Stock. The Company does not currently have any contractual
restrictions on its ability to incur debt and, accordingly, the Company could
incur significant amounts of indebtedness to finance its operations. Any
such indebtedness could contain covenants which would restrict the Company's
operations. There can be no assurance that additional financing will be
available on terms favorable to the Company, or at all. If adequate funds
are not available or are not available on acceptable terms, the Company may
not be able to continue in business, or to a lessor extent not be able to
take advantage of acquisition opportunities, develop or enhance services
or products or respond to competitive pressures.
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2) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of its
securities to the public.
3) Management believes that the Company's future growth and success will
depend on its ability to find products and suppliers who will permit such
products to be sold over the Internet, and to find customers for these
products. The Company expects to continually evaluate its potential products
to determine what additional products or enhancements are required by the
Internet marketplace. The Company does not plan to develop products
internally, but find suppliers who would be willing to sell, market or
license their products through the Company. This can help avoid the time and
expense involved in developing actual products.
The Company has yet to incur any research and development costs March 1
through April 12, 1999. The only research and development the Company plans
to incur in finding suitable products which offer the Company potential for
revenues and profits, as the Company markets these products through their Web
site.
4) The Company currently does not expect to purchase or sell any of its
equipment, since it owns no equipment. The computer equipment to be utilized
is equipment owed by the Officers of the Company.
B. Segment Data
As of April 12, 1999, no sales revenue has been generated by the Company.
Accordingly, no table showing percentage breakdown of revenue by business
segment or product line is included.
Item 3. Description of Property
A. Description of Property
The address of the principal office is: 8555 W. Sahara, Suite 130, Las
Vegas, NV 89117. One of the Officers of the Company is providing office
space and the other Officer is providing computer use at no cost to the
Company.
Management believes that this is currently suitable for the Company's needs
for the next twenty-four (24) months.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by
(i) each director, (ii) each executive officer, (iii) the directors and
officers of the Company as a group, (iv) and each person known by the
Company to own beneficially more than ten (10%) of the Common Stock. Unless
otherwise indicated, the owners have sole voting and investment power with
respect to their respective shares.
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<PAGE>
<TABLE>
<CAPTION>
Title Name & Address Amount of Percent
of of Beneficial shares of
Class Owner of Shares Position held by Owner Class
- ------ --------------- -------- ------------- -------
<S> <C> <C> <C> <C>
Common Justine M. Daniels(1) Chairman/ 1,000,000 79.63%
CEO
None Skyelan Rose Secretary/ 0 0.00%
Director
- -------------------------------------------------------------------
All Executive Officers and
Directors as a Group (2 persons) 1,000,000 79.63%
</TABLE>
(1) c/o eClic, Inc. 8555 W. Sahara, Suite 130, Las Vegas, NV 89117
B. Persons Sharing Ownership of Control of Shares
No person other than Justine M. Daniels, President/CEO owns or shares the
power to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of Issuer
Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
F. Other
By Corporate Resolution, the Company hired the services of Stude's, L.L.C.
and MQ Holdings, Inc. Stude's, L.L.C., an Arizona Limited Liability
Company was hired to handle the filing of Company documents, e.g., Articles
of Incorporation and this Registration. Stude's, L.L.C. is a registered
filing agent with the SEC (CIK#0001079372). The Company does not have any
formal contract with Stude's, L.L.C. and pays this L.L.C on a fee for service
basis. Its fees are below customary industry standards. The sole managing
member of Stude's, L.L.C. is T. J. Jesky. He is also the Resident Agent of
the Company. He beneficially owns four thousand six hundred (4,600) shares of
Common Stock, purchased during the offering period at $0.10 (ten cents) per
share. This represents 0.0031 of the outstanding shares. He has three
family members who also purchased Common Stock during the offering period at
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$0.10 (ten cents) per share. Collectively, these other family members
purchased two thousand two hundred (2,200) shares (0.0015) of the outstanding
stock in the Company. Together all related family members own six thousand
eight hundred (6,800) shares of Common stock, or 0.0045 of the outstanding
shares. This represents less than one-half of one percent of the Company.
The Company also hired the services MQ Holdings to prepare the offering
document. Its fees are below customary industry standards. The Company does
not have any formal contract with MQ Holdings and pays this company on a fee
for service basis. MQ Holdings is a Nevada corporation, run by Ed DeStefano.
Mr. DeStefano purchased one thousand (1,000) shares (0.0007) of Common Stock
in the Company which he purchased at $0.10 (ten cents) per share during this
offering period. He has a son who purchased four thousand (4,000) shares
(0.0027) of Common Stock during the public offering at $0.10 (ten cents per
share). Their total holdings in eClic, Inc., Common Stock represent
one-third of one percent (0.0033) of the outstanding shares.
Item 5. Directors, Executives, Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
<TABLE>
<CAPTION>
Name Age Position
- -------- ------ ----------
<S> <C> <C>
Justine M. Daniels 31 President, CEO
Chief Financial Officer and
Director
Skyelan Rose 40 Secretary and Director
</TABLE>
B. Work Experience
As President and CEO of eClic, Inc., Justine M. Daniels has organized and
formed the company. Justine M. Daniels is a single female, born in Sioux
Falls, SD. She has an AA Degree from Career Institute of Omaha, Nebraska.
She has a BS Degree from National College of Business, Sioux Falls, South
Dakota. She has extensive experience in the restaurant/nightclub business.
She started her career in South Dakota, Embers Restaurant. A subsequent
career opportunity took her to the Metropolitan Phoenix, Arizona area. She
handled staff training at Bobby McGee's Restaurant/nightclub, where she was
instrumental in increasing efficiencies for this establishment. She brings
to eClic, Inc., restaurant work experience in service and customer relations;
she does not have any past experience in setting up a Web Site or e-Commerce
business.
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Skyelan Rose, Corporate Secretary and Director for eClic, Inc. She is a
single female, born in North Island, California. She attended University
of Utah and University of California, Berkeley. She has eight years
experience in marketing and sales with the hotel industry. She spent
two of those eight years as Director of Marketing/Sales for Holiday Inn,
Arizona Region. She is currently an Event Planner for the Arizona Room of
America OnLine. She is former Corporate Secretary for Ionosphere, Inc., a
publicly traded company listed on the OTC Bulletin Board. This was a
consulting company engaged in the restaurant/nightclub business. She is also
Corporate Secretary of Barrington Laboratories, Inc., a Nevada Corporation.
She has developed a number of Web sites for other companies, and has
experience with various computer applications. This will be her first
endeavor in setting up an e-Commerce company and a Web site for company where
she serves as an Officer and Director.
Item 6. Remuneration of Directors and Executive Officers
(1) Compensation of Executive Officers
No Officer of the Company was compensated for the period from March 1, 1999
to April 12, 1999 for any service provided as an Officer. Compensation is
based solely on bringing business to the Company. "See Employment
Agreements, Exhibits 10(a)(b)."
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the Company was
compensated for the period from March 1, 1999 to April 12, 1999 for any
service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only directors
are its current executive officers. "See Employment Agreements, Exhibits
10(a)(b)."
Item 7. Interest of Management and Others in Certain Transactions
By Corporate Resolution, the Company hired the services of Stude's, L.L.C.
and MQ Holdings, Inc. Stude's, L.L.C., an Arizona Limited Liability
Company was hired to handle the filing of Company documents, e.g., Articles
of Incorporation and this Registration. Stude's, L.L.C. is a registered
filing agent with the SEC (CIK#0001079372). The Company does not have any
formal contract with Stude's, L.L.C. and pays this L.L.C on a fee for service
basis. Its fees are below customary industry standards. The sole managing
member of Stude's, L.L.C. is T. J. Jesky. He is also the Resident Agent of
the Company. He beneficially owns four thousand six hundred (4,600) shares of
Common Stock, purchased during the offering period at $0.10 (ten cents) per
share. This represents 0.0031 of the outstanding shares. He has three
family members who also purchased Common Stock during the offering period at
$0.10 (ten cents) per share. Collectively, these other family members
purchased two thousand two hundred (2,200) shares (0.0015) of the outstanding
stock in the Company. Together all related family members own six thousand
eight hundred (6,800) shares of Common stock, or 0.0045 of the outstanding
shares. This represents less than one-half of one percent of the Company.
The Company also hired the services MQ Holdings to prepare the offering
document. Its fees are below customary industry standards. The Company does
not have any formal contract with MQ Holdings and pays this company on a fee
for service basis. MQ Holdings is a Nevada corporation, run by Ed DeStefano.
Mr. DeStefano purchased one thousand (1,000) shares (0.0007) of Common Stock
in the Company which he purchased at $0.10 (ten cents) per share during this
offering period. He has a son who purchased four thousand (4,000) shares
(0.0027) of Common Stock during the public offering at $0.10 (ten cents per
share). Their total holdings in eClic, Inc., Common Stock represent
one-third of one percent (0.0033) of the outstanding shares.
The Company hired the professional services of R. Vaughn Gourley,
attorney-at-law, a Nevada based Professional Corporation to review and handle
Corporate documents. Mr. Gourley owns no stock in the Company.
Finally, the Company hired the professional services of David Coffey,
Certified Public Accountant, to perform audited financials for the Company.
Mr. Coffey owns no stock in the Company. The company has no formal contracts
with its attorney and accountant, they are paid on a fee for service basis.
Because of the development stage nature of the Company and its relatively
recent inception, i.e., March 1, 1999, the Company has no other relationships
or transactions.
25
<PAGE>
Part II
Item 1. Market price of and Dividends on the Registrant's Common Equity and
Other Stockholder matters
A. Market Information
The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange. There is
no trading market for the Company's Common Stock at present and there has
been no trading market to date. At this time, management has not undertaken
any discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities, but the Company may initiate such discussions in the
future following receipt of an effective date for this Registration Statement.
(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.
(ii) There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a
material effect on the market price of the issuer's common equity.
B. Holders
As of April 5, 1999, the Company has approximately 41 stockholders of record.
Penny Stock Regulation Broker-dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain penny stock
rules adopted by the Securities and Exchange Commission. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
the NASDAQ system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information
about penny stocks and the risk associated with the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction
in a penny stock, the broker-dealer must make a written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for a stock that becomes subject to the penny stock
rules. When the Registration Statement becomes effective and the Company's
securities become registered, the stock will likely have a trading price of
less than $5.00 per share and will not be traded on any exchanges.
Therefore, the Company's stock will become subject to the penny stock rules
and investors may find it more difficult to sell their securities, should
they desire to do so.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does not
anticipate paying dividends in the immediate foreseeable future. The Board
of Directors of the Company will review its dividend policy from time to time
to determine the desirability and feasibility of paying dividends after
giving consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
26
<PAGE>
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as
the Company may determine to be appropriate or as may be required by law.
Upon the effectiveness of this Registration Statement, the Company will be
required to comply with periodic reporting, proxy solicitation and certain
other requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company is
Mark Miller, The Nevada Agency and Trust Company, 50 West Liberty, Suite 880,
Reno, Nevada 89501.
Item 2. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it
have knowledge of any threatened litigation.
Item 3. Recent sale of Unregistered Securities
On April 5, 1999, the Company completed a public offering of shares of common
stock of the Company pursuant to Regulation D, Rule 504 of the Securities Act
of 1933, as amended, whereby it sold 500,000 shares of the Common Stock of
the Company to 40 unaffiliated shareholders of record. The Company filed an
original Form D with the Securities and Exchange Commission on or about March
22, 1999. As of April 5, 1999, the Company has 1,500,000 shares of common
stock issued and outstanding held by 41 shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at
such times and in such amounts as the board of directors of the Company may
from time to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote
of stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the
shares voting for the election of the directors can elect all the directors.
The board of directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro rata all of the assets of the Company available
for distribution to such holders.
27
<PAGE>
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common
stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however,
require regulation of beneficial owners of more than 5% of the voting
securities. Stockholders that fall into this category, therefore, may be
subject to fines in circumstances where non-compliance with these regulations
are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE COMPANY PROVIDE FOR
INDEMNIFICATION OF EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS
INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY
BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN
THE OPINION OF THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
28
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) eClic, Inc.
Report of David Coffey, CPA
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page Number
<S> <C>
ACCOUNTANT'S REPORT of David Coffey, CPA 1
Balance Sheet 2
Statement of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholder's Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6
</TABLE>
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time.
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time.
d) Pro-forma Financial Information is not provided at this time as it is not
applicable at this time.
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None--Not Applicable
29
<PAGE>
DAVID E. COFFEY
Certified Public Accountant
2651 Lindell Road, - Suite H
Las Vegas, NV 89103 (702) 871-3979
Board of Directors
of eClic, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of eClic, Inc. (a
development stage company), as of April 12, 1999, and the related statements
of operations, cash flows and changes in stockholders' equity for the period
from March 1, 1999 (date of inception) to April 12, 1999. These financial
statements are the responsibility of eClic, Inc.'s management. My
responsibility is to express an opinion of these financial statements based
on my audit.
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 of the financial
statements provide a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly,
in all material respects, the financial position of eClic, Inc. as of April
12, 1999 and the results of operations, cash flows and changes in
stockholders' equity for the period then ended in conformity
with generally accepted accounting principles.
/s/ David Coffey C.P.A.
- -------------------------
David Coffey C.P.A.
April 23, 1999
-1-
<PAGE>
eCLIC, INC.
(A DEVELOPMENT STATE COMPANY)
APRIL 12, 1999
<TABLE>
<CAPTION>
BALANCE SHEET
<S> <C>
ASSETS
Cash $ 50,075
Organization costs, less accumulated
amortization of $6 353
-------
Total Assets $ 50,429
=======
LIABILITIES & STOCKHOLDERSZZ EQUITY
Accounts payable $ 3,360
-------
Total Liabilities 3,360
Stockholders' Equity
Common stock, authorized 20,000,000 shares
at $0.001 par value, issued and outstanding
1,500,000 shares 1,500
Preferred stock, authorized 5,000,000 shares
at $.001 par value, none issued or
outstanding
Additional paid-in capital 47,700
Deficit accumulated during
the development stage (2,131)
Total Stockholders' Equity 47,069
Total Liabilities and Stockholders' Equity $ 50,429
========
</TABLE>
See accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
eCLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR PERIOD ENDED FROM March 1, 1999
TO April 12, 1999
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS AND DEFICIT
<S> <C>
Sales $ 0
Expenses:
Amortization 6
Consulting 2,000
Office expenses 125
-------
Total expenses 2,131
Net loss (2,131)
Retained earnings,
beginning of period 0
-------
Deficit accumulated during
the development stage $ (2,131)
=========
Earnings (loss) per shared
assuming dilution:
Net loss $ (.00)
Weighted average shares outstanding 651,160
</TABLE>
See accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
eCLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD From March 1, 1999 (Date of Inception)
TO April 12, 1999
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional
Common Stock paid-in
Shares Amount Capital Total
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
Balance,
March 1, 1999 ----- $ ----- $------- $ -------
Issuance of common
stock for cash 1,000,000 $ 1,000 $ 1,016 $ 2,000
Issuance of common
stock for cash 500,000 500 49,500 50,000
Less offering costs 0 0 (2,800) (2,800)
Less net loss 0 0 0 2,131
--------- -------- --------- ----------
Balance,
April 12, 1999 1,500,000 $ 1,500 $ 47,700 $ 47,069
</TABLE>
See accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
eCLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From March 1, 1999
To April 12, 1999
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
CASH FLOWS USED BY OPERATING ACTIVITIES
<S> <C>
Net income $ (2,131)
Non-cash items included in net loss
Amortization 6
Increase in accounts payable 3,360
--------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 1,235
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 360
--------
NET CASH USED BY
INVESTING ACTIVITIES 360
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 1,500
Additional paid-in capital 50,500
Less offering costs (2,800)
---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 49,200
NET INCREASE IN CASH 50,075
CASH AT BEGINNING OF PERIOD ---
--------
CASH AT END OF PERIOD $ 50,075
</TABLE>
See accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
eCLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
April 12, 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
The Company was incorporated on March 1, 1999 under
the laws of the state of Nevada. The business purpose of
the Company is to become an Internet eCommerce health
care product supplier of non-prescription, herbal products
and other health care products.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B - ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60
months.
NOTE C - OFFERING COSTS
The offering costs that were incurred by the Company in
connection with the public stock offering were deducted
from the proceeds of the stock offering.
NOTE D - PUBLIC STOCK OFFERING
The Company completed a securities offering and sold
500,000 shares of its common stock at $.10 per share.
NOTE E - RELATED PARTY TRANSACTIONS
The Company has retained one of its stockholders as a
consultant and has agreed to pay him $2,000 for
administrative services rendered to the Company. The
Company has agreed to pay 10% of sales of the Company
to two of its officers as compensation to them , instead
of any salaries, until the Company becomes profitable.
NOTE F - EARNINGS (LOSS) PER SHARE
Based EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted average shares outstanding, assuming all dilutive
potential common shares were issued. Since the Company has
no common shares that are potentially issuable, such as
stock options, convertible preferred stock and warrants,
basic and diluted earning per share are the same.
-6-
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number Name and/or Identification of Exhibit
1. Underwritten agreement
None. Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession.
None. Not Applicable
b) Asset Purchase and Liability Assumption Agreement
None. Not Applicable
c) Interest Purchase Agreement
None. Not Applicable
d) Agreement for Bill of Sale and Assignment of Assets
None. Not Applicable
e) Exchange Stock Agreement
None. Not Applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company Filed March 1, 1999
(b) By-Laws of the Company adopted March 2, 1999
4. Instruments Defining the Rights of Security Holders
Those included in exhibit 3, and sample of Stock Certificate
5. Opinion on Legality
None. Not Applicable
6. No Exhibit Required
Not Applicable
7. Opinion on Liquidation Preference
None. Not Applicable
8. Opinion on Tax Matters
None. Not Applicable
9. Voting Trust Agreement and Amendments
None. Not Applicable
10. Material Contracts
Employment Agreements with:
(a) J. M. Daniels
(b) S. Rose
30
<PAGE>
11. Statement Re Computation of Per Share Earnings
None. Not Applicable. Computation of per share earnings can be
clearly determined from the Statement of Operation from the Company's
financial statements.
12. No Exhibit Required
13. Annual or Quarterly Reports - Form 10-Q
None. Not Applicable
14. Material Foreign Patents
None. Not Applicable
15. Letters on Unaudited Interim Financial Information
None. Not Applicable
16. Letter on Change in Certifying Accountant
None. Not Applicable
17. Letter of Director Resignation
None. Not Applicable
18. Letter on Change in Accounting Principles
None. Not Applicable
19. Reports Furnished to Security Holders
None. Not Applicable
20. Other Documents or Statements to Security Holders
None. Not Applicable
21. Subsidiaries of Small Business Issuers
None. Not Applicable
31
<PAGE>
22. Published Report Regarding Matters Submitted to Vote of
None. Not Applicable
23. Consent of Experts and Counsel
Exhibit 23, David E. Coffey, CPA
24. Power of Attorney
None. Not Applicable
25. Statement of Eligibility of Trustee
None. Not Applicable
26. Invitations for Competitive Bids
None. Not Applicable
27. Financial Data Schedule
Exhibit 27
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
None. Not Applicable
29. Additional Exhibits
None. Not Applicable
32
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
eClic, Inc.
--------------------
(Registrant)
Date: April 27, 1999
--------------
By: /s/ Justine M. Daniels
-------------------------
Justine M. Daniels, Chairman of the Board, President and
Chief Executive Officer
By: /s/ Skyelan Rose
-------------------------
Skyelan Rose, Director, Corporate Secretary
33
<PAGE>
EXHIBIT 3 (a)
FILED # C4624-99
MAR 01 1999
IN THE OFFICE OF
Dean Heller
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
eClic, Inc.
-----------------------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation
under and by virtue of the laws of the State of Nevada, do hereby adopt
the following Articles of Incorporation.
1. Name of Company:
eClic, Inc.
2. Resident Agent:
The resident agent of the Company is:
T. J. Jesky
1801 E. Tropicana, Suite 9
Las Vegas, NV 89119
3. Board of Directors:
The company shall initially have two (2) directors. They are: Justine M.
Daniels, 4177 N. 81 Street, Scottsdale, AZ 85251 and Skyelan Rose, 7110 W.
Indianola, Phoenix, AZ 85033. These individuals shall serve as directors
until their successor or successors have been elected and qualified. The
number of directors may be increased or decreased by a duly adopted amendment
to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation shall have authority to
issue shall consist of 20,000,000 shares of Common Stock having a $.001 par
value, and 5,000,000 share of Preferred Stock having a $.001 par value. The
Common Stock and/or Preferred Stock of the Company may be issued from time to
time without prior approval by the stockholders. The Common Stock and/or
Preferred Stock may be issued for such consideration as may be fixed from
time to time by the Board of Directors. The Board of Directors may issue
such shares of Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution
of resolutions.
1
<PAGE>
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the Corporation shall
not have any preference, preemptive right or right of subscription to
acquire shares of the Corporation authorized, issued, or sold, or to
be authorized or issued, and convertible into shares of the Corporation,
nor to any right of subscription thereto, other than to the extent, if
any, the Board of Directors in its sole discretion, may determine from
time to time.
6. Directors' and Officers' Liability:
A director or officer of the Corporation shall not be personally
liable to this Corporation or its stockholders for damages from breach
of fiduciary duty as director or officer, but this Article shall
not eliminate or limit the liability of a director or officer for
(i) acts or omissions which involve international misconduct, fraud
or a knowing violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of the Article by stockholders
of the Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omissions prior to such
repeal of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any such action, suit or proceeding, whether
civil, criminal, administrative or investigative, by the reason of the
fact that he or she or a person with whom he or she is a legal
representative, is or was a director of the Corporation, or who is serving
at the request of the Corporation as a director or officer of another
corporation, or is a representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss (including
attorneys' fees, judgments, fines, and amounts paid or to be paid
in a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be contract right which may
be enforced in any manner desired by such person. The expenses of officers
and directors incurred in defending a civil suit or proceeding must be paid
by the Corporation as incurred and in advance of the final disposition of the
action, suit, or proceeding, under receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation. Such right of indemnification shall not be
exclusive of any other right of such directors, officers or representatives
may have or hereafter acquire, and without limiting the generality of such
statement, they shall be entitled to their respective rights of
indemnification under any bylaw, agreement, vote of stockholders, provision
of law, or otherwise, as well as their rights under this article.
2
<PAGE>
Without limiting the application of the foregoing, the Board of Directors
may adopt By-Laws from time to time without respect to indemnification, to
provide at all times the fullest indemnification permitted by the laws of
the State of Nevada, and may cause the Corporation to purchased or maintain
insurance on behalf of any person who is or was a director or officer.
8. Amendments:
Subject at all times to the express provisions of Section 4 on the
Assessment of Shares, this Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation
or its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation of said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors:
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any adopted by the shareholders, to make,
alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and lines, with or
without limitations as to amount, upon the real and personal property
of the corporation;
(c) To authorize the guaranty by the Corporation of the securities,
evidences of indebtedness and obligations of other persons,
corporations or business entities;
(d) To set apart out of any funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish
any such reserve;
(e) By resolution adopted by the majority of the whole Board, to
designate one or more committees to consist of one or more Directors
of the Corporation, which, to the extent provided on the resolution
or in the By-Laws of the Corporation, shall have and may authorize
the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have name and names
as may be stated in the By-Laws of the Corporation or as may be
determined from time to time by resolution adopted by the Board of
Directors.
All the corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on 12th day of February, 1999,
hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator:
Name: Justine M. Daniels
Address: 4177 N. 81 Street
Scottsdale, AZ 85251
3
<PAGE>
Signature:
/s/ Justine M. Daniels
- -----------------------
Justine M. Daniels
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 12th day of
February, 1999.
My Commission Expires: Aug. 14th, 2001
/s/ Katrina M. Zehring
- -----------------------------
Katrina M. Zehring
Notary Public
Certificate of Acceptance of Appointment of Resident Agent:
I, T. J. Jesky, hereby accept appointment as Resident Agent for the
above named corporation.
/s/ T. J . Jesky
- --------------------------
T. J. Jesky
Signature of Resident Agent
4
<PAGE>
March 1, 1999
State of Nevada
Secretary of State
I hereby certify that this is a
true and complete copy of the
document filed in this office.
/s/ Dean Heller
Dean Heller, Secretary of State
By: /s/ D. Bates
- -------------------
D. Bates
5
<PAGE>
EXHIBIT 3 (b)
BY-LAWS OF eClic, INC.
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las
Vegas, in the County of Clark and in the State of Nevada. The corporation
may have such other offices within or without the State of Nevada and the
State of Arizona as the Board of Directors may designate or as the business
of the corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held
on the first Monday in August of each year commending with the year 1999 at
the hour of 10:00 a.m. for the purpose of electing directors and officers and
for the transaction of other business that may come up before the meeting.
If the day fixed for the annual meeting shall be declared a legal holiday,
such meeting shall be held on the next succeeding business day. If the
election of Directors shall not 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 soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called
by the directors, or by the President. Special meetings shall be called any
time upon the request of the stockholders owning not less than fifty percent
(50%) of the outstanding stock of the corporation entitled to vote at such
meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at
the principal office of the corporation in the City of Las Vegas, State of
Nevada or at such other place as shall be determined from time to time by the
Board of Directors. If the place of the meeting is not at the principal
offices of the corporation, the place of such meeting shall be stated in the
call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual meeting
of stockholders shall be given by mailing written notice of the meeting at
least ten (10) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with
postage prepaid thereon. The notice of the time and place of special
meetings shall be given by written notice or by personal notice five (5)
days prior to the meeting to each stockholder of record of the corporation
entitled to vote at such meeting.
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5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the
stockholders entitled to notice of or entitled to vote at any regular meeting
of stockholders or any special meeting, or of determining the stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other purpose, the Directors of the
corporation shall provide that the stock transfer books be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books are to be closed for or the purpose of determining
stockholders entitled to noticed of a special meeting or of the annual
meeting of stockholders, such book shall be closed for at least fourteen (14)
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 fifty (50) days and, in the case of a meeting of
shareholders, not less than (10) days prior to the date on which a 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
determination of shareholders entitled to notice of or to vote at the meeting
of shareholders, or shareholders entitled to received 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 record date for such 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.
6. VOTING LISTS. The officer or agent in charge of the stock transfer
books for the corporation shall prepare before each meeting of stockholders a
complete list of stockholders entitled to vote at the meeting arranged in
alphabetical order with the address of and number of shares held by each
person. The list shall be prepared five (5) days prior to the stockholders'
meeting and shall be keep on file at the principal office of the corporation
and subject to inspection during normal business hours by any stockholder.
The list shall also be produced and kept open at the stockholders' meeting
and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder
shall consist of stockholders representing, capital stock of the corporation
entitled to vote at such meetings, except as otherwise specifically provided
by law or in the Articles of Incorporation. If a quorum is not present at a
properly called stockholders' meeting, the meeting shall be adjourned by
then present and an additional and further notice sent to all stockholders
notifying them of the adjournment of the meeting and the date and time and
place of the adjourned meeting. At such adjourned meeting. At such
adjourned meeting, at which a quorum is present or represented, business may
be transacted which might have been transacted at the meeting as originally
notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by their duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.
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9. VOTING OF SHARES. At all elections for directors of the corporation,
each shareholder may cast as many votes in the aggregate as he is entitled
to vote under its charter, multiplied by the number of directors to be
elected. Each shareholder may cast a whole number of votes, either in
person or by proxy, for one candidate or distribute said votes among two or
more candidates. On all other matters each shareholder shall have one vote
for each share of stock owned by the shareholder. All elections for directors
of the corporation shall be decided by plurality vote. All other questions
shall be decided by majority vote.
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 into his name.
Shares standing 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 the 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 it
own stock belonging to the Corporation shall 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.
11. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. 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.
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ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by the Board of Directors consisting of not less than one or more
than seven directors. The Board of Directors shall be elected for a term of
one year and shall hold office until the successors are elected and qualified.
Directors need not be stockholders. In addition to the power and authority
granted by the By-Laws and the Articles of Incorporation, the Board of
Directors may exercise all such powers of the corporation and do all such
lawful acts and things that are not forbidden by statute, Articles of
Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused
by resignation, death of otherwise, may be filled by a majority vote of the
remaining director or directors, even though they constitute less than a
quorum, or by a majority vote of the stockholders. This may be accomplished
at any special or regular meeting of the Board of Directors or by the
stockholders at any regular or special meeting. A director thus elected to
fill any vacancies shall hold office for the unexpired term of their
predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held
at the same time as the annual meeting of stockholders. No notice of the
regular meeting of the Board of Directors shall be sent. The directors may
provide by resolution the time and place for the holding of additional
regular meetings other than the meeting at the annual meeting of
stockholders, by giving notice under their same provisions as that notice
given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the President, or in his absence, by the Vice
President, or by any two directors, to be held at the time and place
designated in notice of special meeting. The notice of special meeting
shall be in the same form and done in the same manner as the notice given for
stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two (2)
days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given 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 purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by
means of a telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall constitute presence
at the meeting.
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7. QUORUM. The majority of the Board of Directors shall be necessary at
all meetings to constitute a quorum for the transaction of business. If less
than a quorum is present, the meeting shall be adjourned. Any resolution
adopted in writing and executed and signed by a majority of the Board of
Directors, accompanied with a showing that the resolution had been presented
to all directors, shall constitute and be a valid resolution as if the
resolution had been adopted at a meeting at which all directors shall in all
respects bind the corporation and constitute full and complete authority for
the officers acting pursuant to it.
8. 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.
9. 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.
10. REMOVAL. Any director may be removed for cause by the majority vote
of the stockholders or by a majority vote of the Board of Directors. Any
director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written
notice to the Board of Directors and the President or the Secretary or the
corporation. The resignation shall be effective upon receipt of the notice
and the acceptance of the resignation shall not be necessary to make it
effective.
12. COMPENSATION. No compensation shall be paid to directors as such
for their services but the Board of Directors by resolution can fix a sum for
expenses for actual attendance at each regular or special meeting of the
Board. Nothing contained herein shall be construed to preclude any director
from serving the corporation in any other capacity and receiving a
compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation
and any other corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the fact that one or
more the directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other corporations,
provided that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any director
may be a party to or may be interested in any contract or transaction of this
Corporation , and no directors shall be liable in any way by reason of such
interest, provided that the fact of such interest be disclosed or made known
to the Board of Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall authorize,
approve or ratify such contract or transaction by the vote (not counting the
vote of any such Director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is
taken. Such director or directors may be counted in determining the presence
of a quorum at such meeting. This Section shall not be construed to impair,
invalidate or in any way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or otherwise) applicable
thereto.
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14. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire Board, may from time to time designated from among its
members an executive committee and such other committees, and alternative
members thereof, as they may deem desirable, with such powers and authority
(to the extent permitted by law) as may be provided in such resolution.
Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter
has been taken, will be presumed to have assented to the action taken unless
their dissent is entered in the minutes of the meeting or unless they had
filed their written dissent to such action with the person acting as the
Secretary at 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.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President,
Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if
needed), each of whom shall be elected by the Board of Directors. Such
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 officers may be held by the same person. Officers may be
directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall
be elected annually at the regular meeting of the Board of Directors. Each
officer shall hold office for one year or until their successor shall have
been duly elected and qualified. They can resign by giving written noticed
to any member of the Board of Directors of the corporation. The resignation
shall take effect upon receipt thereof and the acceptance shall not be
necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, or to the President or
the Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the Board
of Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in their
judgment, the best interests of the corporation would be served by such
removal. Such removal shall be without prejudice to the contractual rights,
if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for
the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer,
shall generally supervise and control all the business and affairs of the
corporation. The President shall preside at all meetings of stockholders and
of directors. He shall sign with the Secretary, Certificates for share of
Common Stock. The President shall also sign deeds, mortgages, bonds,
contracts of any other instrument which the directors have authorized to be
executed by the President. The President shall be responsible for the
Corporate Books, unless this is delegated to another officer. The President
in general shall perform all the duties incident to the office of President
and such other during as may be prescribed by he directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of
a death, inability or refusal to act, the Vice-President shall perform the
duties of the President. When they are so acting, they shall have all the
powers of and by subject to all the restrictions of the President. The
Vice-President shall perform such other duties as from time to time may be
assigned to him by the President or by the directors. The Vice-President
shall serve in equal capacity.
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8. SECRETARY. The secretary shall keep the minutes of the stockholders
and of the directors meetings and shall see that all notices are duly given
in accordance with the provisions of these By-Laws. The secretary shall
issue the notices for all meetings except that a notice of a special meeting
of the directors called at the request of two directors may be issued by
those directors. The secretary shall keep a register of the post office
address of each stockholder and shall have general charge of the stock
transfer books unless this duty is given to a Transfer Agent. The secretary
shall make reports and perform such other duties as are incident to their
office or are properly required of them by the Board of Directors or the
President.
9. TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation. He/she shall
receive monies due to the corporation and give receipts therefore and shall
disperse the funds of the corporation in payment of the demands against the
corporation as directed by the officers and the Board of Directors. He/she
shall perform all duties incident to this office of as properly required of
him/her by the officers or the Board of Directors. If required by the
directors, the treasurer shall give a bond for faithful discharge of his/her
duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officers shall be prevented from
receiving such salary by reason of the fact the he/she is also a director of
the Corporation. Salaries of all officers of the corporation shall be fixed
by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any
officer of the corporation, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other officer of the
corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to
the Corporation a bond in such sum, and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful performance of
his/her duties to the Corporation, including responsibility for negligence
for the accounting for all property, funds or securities of the Corporation
which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is
the holder of shares of stock of any other corporation, any right of power of
the Corporation as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation by the
President, any Vice President or such other person as the Board of Directors
my authorize.
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ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceeding to which he/she may be made a party, or in
which he/she may become involved, by reason of 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 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/she is a director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director, officer, employee or
agent is adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her 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.
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 a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a 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 this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer 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.
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.
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.
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.
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ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall
be in a form designated by the directors. Such certificates shall be signed
by the President and Secretary. All certificates for shares shall be
consecutively numbered. The name and address of the stockholder, 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 canceled and no new certificates shall be issued until, the
former certificate for a like number of share has been surrendered and
canceled. The exception is the case of a lost or destroyed or mutilated
certificate and in such case a new one may be issued when the person claiming
that certificate is lost or destroyed or mutilated certifies to the
corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the
transfer books of the corporation kept at the office of the corporation or
of the corporation or so elected held at a Transfer Agent office. Only
registered stockholders in the transfer books of the corporation shall be
entitled to be treated by the corporation as the holders in fact of stock.
The corporation shall not be bound to recognize any equitable or other
claims to or any interest in any share of stock which is not recorded upon
the transfer books of the corporation in a manner prescribed by these By-Laws
except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the
1st day of January in each year and end on the 31 day of December.
ARTICLE IX
1. DIVIDENDS. The 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 conditions provided by these By-Laws.
ARTICLE X
1. SEAL. The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon, the name eClic, Inc.,
State of Nevada, 1999, and the words "corporate seal."
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ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the corporation under
the provisions of these By-Laws or under the provisions 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 made before or after the time stated thereon, shall be
deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative
vote of at least two-thirds of the stockholders in any duly called special or
regular meeting or by a majority of the Board of Directors at any duly called
regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors
of the Corporation on the 2nd day March, 1999.
/s/ Skyelan Rose
- ------------------
Skyelan Rose
Secretary
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EXHIBIT 4.1
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
NUMBER [ ] SHARES [ ]
CUSIP # 27884L 10 7
eCLIC, INC.
Total Authorized issue 25,000,000 Shares 20,000,000 SHARES
PAR VALUE $0.001 EACH COMMON STOCK
5,000,000 SHARES PAR VALUJE $0.001 EACH PREFERRED STOCK
This is to Certify that [ ] is the owner of [ ]
Fully Paid and non-assessable Shares of Common Stock, no par value of eCLIC,
Inc. transferable on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed.
WITNESS, the seal of the Corporation and the signatures of its Duly
authorized officers.
Dated
Stock Transfer Agent:
The Nevada Agency and Trust Company
50 West Liberty, Suite 880
Reno, Nevada 89501
Seal
[signature] [signature]
- ------------------------ ------------------------------
Skyelan Rose, Secretary Justine M. Daniels, President
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - . . . . Custodian. . . .
(Cust) (Minor)
under Uniform Gifts to Minors Act ____________ (State)
Additional abbreviations may also be used though
not in the above list.
For the value received _____________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE [ ]
- ---------------------------------------------------
Please print or typewrite name and address including
postal zip code of assignee
- ----------------- Shares
represented by the within Certificate, and do
hereby irrevocably constitute and appoint
- ---------------------------
to transfer the sad Shares, on the books of the within names Corporation
with full power of substitution in the premises.
Dated -----------------------
In presence of
--------------------------
- ----------------------------
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EXHIBIT 10(a)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND J. M. DANIELS
DATED MARCH 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT
(the "Agreement"), effective as of the 1st day of March 1999, by and
between eClic, INC., a Nevada corporation with its principal place of
business located at 8555 W. Sahara, Suite 130, Las Vegas, NV 89117
(hereinafter referred to as "Company" or "Employer") and J. M. Daniels
(hereinafter referred to as the "Employee"). The Company hereby employs
the Employee and the Employee hereby accepts employment on the terms
and conditions hereinafter set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on March 1, 1999 and terminate on
February 28, 2001, and shall continue thereafter on a year to year basis
unless terminated by the Company by delivery of written notice to the
Employee not later than thirty (30) days prior to the date for termination as
indicated in said notice.
2. Compensation and Performance Review
(a) As a result of the Company's current limited available cash, the
Employee agrees to receive compensation based solely on incentive
performance of revenues/profits generated by the employee.
(b) If the Employee can find a supplier who is willing to sell,
market, ship and bill their product(s) through the Company's
Web site (www.eClic.com), the Employee will receive ten (10)
percent of the net profits generated. In order to qualify
for this incentive compensation, the Employee must negotiate
an arrangement with the supplier, where the supplier agrees
to inventory, ship and bill their product(s) to the Company's
customers, and allow the Company to market their product(s)
through the Company's Web site. This does not need to be
an exclusive agreement with the supplier/advertiser. The
agreement should include that the supplier pay the Company a fee
for each product sold through the Company. Ten (10) percent of
the net fee, i.e., after expenses, is earmarked as compensation
to the Employee for managing the arrangement with the supplier.
The Employee is responsible for maintaining the working relationship
with the supplier. If the Employee does not maintain the working
relationship with the supplier/advertiser the Employee forfeits
compensation from that point forward. The Employee is not
limited to the number of supplier and advertiser arrangements
negotiated.
(c) The Employee has the opportunity to find advertisers
who would advertise their product(s) on the Company's Web Site.
Again, the Employee would receive ten (10) percent, after
expenses, of these advertising revenues.
(d) If no arrangements are made with an suppliers or advertisers
to sell products through the Company's Web site, the Employee
receives no compensation.
(e) Any arrangement or agreements made my one Employee, in finding
a supplier to generate revenues through the Company's Web Site
does not affect other employees. In other words, one employee
does not receive any additional compensation if another employee
brings new business to the Company. The only exception, is
when two employees are responsible for finding and developing
the same advertiser/supplier, at which time, they would agree
to split aforementioned the ten (10) compensation fee.
3. Duties.
Employee is engaged as the President, Chief Executive Officer, and Chief
Financial Officer of the Company. In such capacities, Employee shall
exercise detailed supervision over the operations of the Company subject,
however, to control by the Board of Directors. The Employee shall perform
all duties incident to the title of President, Chief Executive Officer, and
Chief Financial Officer and such other duties as from time to time may be
assigned to him by the Board of Directors.
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4. Best Efforts of Employee.
The Employee shall devote her best efforts to the business of the Company
and to all of the duties that may be required by the terms of this Agreement
to the reasonable satisfaction of the Company. The Employee shall at all
times faithfully, with diligence and to the best of her ability, experience
and talents, perform all the duties that may be required of and from her
pursuant to the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at such other
place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any
trade or business for her account or for or on behalf of any other person,
firm or corporation, which would conflict with the operations of the
Company's business, unless the Employee obtains prior written consent from
the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to her position and adequate for the performance of his duties.
In this case, the Employee is utilizing their own facilities at no
cost to the Company.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items. The Company shall reimburse the
Employee for all such expenses on the presentation by the Employee, from
time to time, of an itemized account of such expenditures in accordance
with the guidelines set forth by the Internal Revenue Service for travel
and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time her compensation, as described above, shall be
paid in full, that is, provided she is receiving compensation based on
the incentive performance program described above.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable to
perform her job for a period of up to and including a maximum of
twelve (12) months, the compensation payable to her for and during such
period under this Agreement shall be unabated. The Board of Directors
shall have the right to determine the incapacity of the Employee for
the purposes of this provision, and any such determination shall be
evidenced by its written opinion delivered to the Employee. Such
written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a majority
of the Board.
(b) The Employee's compensation thereafter shall be reduced to zero. The
Employee shall receive full compensation upon her return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from her employment for whatever cause for a
continuous period of more than 365 calendar days, the Company may
terminate this Agreement and all obligations of the Company hereunder
shall cease upon such termination.
2
<PAGE>
9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been
given, this Agreement shall terminate in accordance therewith. For
the purpose of this section, "cause" shall be defined as meaning
such conduct by the Employee which constitutes in fact and/or law a
breach of fiduciary duty or felonious conduct having the effect, in
the opinion of the Board of Directors, of materially adversely
affecting the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90
days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon her prorated incentive compensation,
up and until the date of termination. After the date of termination,
the Employee shall not be entitled to receive additional compensation
of any kind or nature from the Employer and all benefit and incentive
programs then in place shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information she may obtain
during the course of his employment relating to the business of the Company
without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however characterized
or described) required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex, telegram or cable
to, in the case of the Company: eClic, Inc., 8555 W. Sahara, Suite 130,
Las Vegas, NV 89117, and in the case of the Employee: J. M. Daniels,
4177 N. 81st Street, Scottsdale, AZ 85251.
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the provisions of
this Agreement shall be binding upon the respective employees, delegates,
successors, heirs and assigns of the parties.
3
<PAGE>
13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and other
agreements (however characterized or described) by both parties hereto and
contained herein or made pursuant to the provisions hereof shall survive the
execution and delivery of this Agreement and any inspection or investigation
made at any time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto shall have
made, incurred or become liable for pursuant to the terms of this Agreement
shall have been paid in full.
14. Further Instruments.
The parties shall execute and deliver any and all such other instruments and
shall take any and all such other actions as may be reasonably necessary to
carry the intent of this Agreement into full force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or pronounced
void, violable, invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely any other
provision of this Agreement, which shall otherwise remain in full force and
effect and be enforced in accordance with its terms and the effect of such
holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act
of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise
expressly stated herein, time is of the essence in performing hereunder.
This Agreement embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understanding relating to
the subject matter hereof, and this Agreement may not be modified or amended
or any term of provision hereof waived or discharged except in writing signed
by the party against whom such amendment, modification, waive r of discharge
is sought to be enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
eClic, Inc., Rick Jesky
/s/ J. M. Daniels /s/ J. M. Daniels
- ------------------- -----------------------
J. M. Daniels, CEO J. M. Daniels, Employee
Witnessed:
/s/ S. Rose
- -------------------
S. Rose, Secretary
5
<PAGE>
EXHIBIT 10(b)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND SKYELAN ROSE DATED
MARCH 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 1st day of March 1999, by and between
eClic, INC., a Nevada corporation with its principal place of business
located at 8555 W. Sahara, Suite 130, Las Vegas, NV 89117 (hereinafter
referred to as "Company" or "Employer") and Skyelan Rose (hereinafter
referred to as the "Employee"). The Company hereby employs the Employee and
the Employee hereby accepts employment on the terms and conditions
hereinafter set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on March 1, 1999 and terminate on
February 28, 2001, and shall continue thereafter on a year to year basis
unless terminated by the Company by delivery of written notice to the
Employee not later than thirty (30) days prior to the date for termination as
indicated in said notice.
2. Compensation and Performance Review
(a) As a result of the Company's current limited available cash, the
Employee agrees to receive compensation based solely on incentive
performance of revenues/profits generated by the employee.
(b) If the Employee can find a supplier who is willing to sell,
market, ship and bill their product(s) through the Company's
Web site (www.eClic.com), the Employee will receive ten (10)
percent of the net profits generated. In order to qualify
for this incentive compensation, the Employee must negotiate
an arrangement with the supplier, where the supplier agrees
to inventory, ship and bill their product(s) to the Company's
customers, and allow the Company to market their product(s)
through the Company's Web site. This does not need to be
an exclusive agreement with the supplier/advertiser. The
agreement should include that the supplier pay the Company a
fee for each product sold through the Company. Ten (10) percent
of the net fee, i.e., after expenses, is earmarked as compensation
to the Employee for managing the arrangement with the supplier.
The Employee is responsible for maintaining the working
relationship with the supplier. If the Employee does not maintain
the working relationship with the supplier/advertiser the
Employee forfeits compensation from that point forward.
The Employee is not limited to the number of supplier and
advertiser arrangements negotiated.
(c) The Employee has the opportunity to find advertisers
who would advertise their product(s) on the Company's Web Site.
Again, the Employee would receive ten (10) percent, after
expenses, of these advertising revenues.
(d) If no arrangements are made with an suppliers or advertisers
to sell products through the Company's Web site, the Employee
receives no compensation.
(e) Any arrangement or agreements made my one Employee, in finding
a supplier to generate revenues through the Company's Web Site
does not affect other employees. In other words, one employee
does not receive any additional compensation if another employee
brings new business to the Company. The only exception, is
when two employees are responsible for finding and developing
the same advertiser/supplier, at which time, they would agree
to split aforementioned the ten (10) compensation fee.
3. Duties.
Employee is engaged as the Corporate Secretary of the Company. In such
capacities, Employee shall exercise detailed supervision over the operations
of the Company subject, however, to control by the Board of Directors. The
Employee shall perform all duties incident to the title of Corporate
Secretary and such other duties as from time to time may be assigned to her
by the Board of Directors.
1
<PAGE>
4. Best Efforts of Employee.
The Employee shall devote her best efforts to the business of the Company
and to all of the duties that may be required by the terms of this Agreement
to the reasonable satisfaction of the Company. The Employee shall at all
times faithfully, with diligence and to the best of her ability, experience
and talents, perform all the duties that may be required of and from her
pursuant to the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at such other
place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any
trade or business for his account or for or on behalf of any other person,
firm or corporation, which would conflict with the operations of the
Company's business, unless the Employee obtains prior written consent from
the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to her position and adequate for the performance of his duties.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items, provided it is preapproved by the
Company CEO. The Company shall reimburse the Employee for all such expenses
on the presentation by the Employee, from time to time, of an itemized
account of such expenditures in accordance with the guidelines set forth by
the Internal Revenue Service for travel and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time his compensation shall be paid in full, that is,
provided he is receiving compensation based on the profit he can generate
for the Company.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable
to perform her job for a period of up to and including a maximum of
twelve (12) months, the compensation payable to her for and during such
period under this Agreement shall be unabated. The Board of Directors
shall have the right to determine the incapacity of the Employee for
the purposes of this provision, and any such determination shall be
evidenced by its written opinion delivered to the Employee. Such
written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a
majority of the Board.
(b) The Employee's compensation thereafter shall be reduced to zero. The
Employee shall receive full compensation upon his return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from her employment for whatever cause for a
continuous period of more than 365 calendar days, the Company may
terminate this Agreement and all obligations of the Company hereunder
shall cease upon such termination.
2
<PAGE>
9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been
given, this Agreement shall terminate in accordance therewith. For the
purpose of this section, "cause" shall be defined as meaning such
conduct by the Employee which constitutes in fact and/or law a breach
of fiduciary duty or felonious conduct having the effect, in the
opinion of the Board of Directors, of materially adversely affecting
the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90
days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been given,
this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon his prorated salary, up and until the
date of termination, provided the Company is generating a profit after
expenses. After the date of termination, the Employee shall not be
entitled to receive additional compensation of any kind or nature
from the Employer and all benefit and incentive programs then in place
shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information she may obtain
during the course of his employment relating to the business of the Company
without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however characterized
or described) required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex, telegram or cable
to, in the case of the Company: eClic, Inc., 8555 W. Sahara, Suite 130,
Las Vegas, NV 89117; and, in the case of the Employee: Skyelan Rose,
7110 W. Indianola, Phoenix, AZ 85033.
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the provisions of
this Agreement shall be binding upon the respective employees, delegates,
successors, heirs and assigns of the parties.
3
<PAGE>
13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and other
agreements (however characterized or described) by both parties hereto and
contained herein or made pursuant to the provisions hereof shall survive the
execution and delivery of this Agreement and any inspection or investigation
made at any time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto shall have
made, incurred or become liable for pursuant to the terms of this Agreement
shall have been paid in full.
14. Further Instruments.
The parties shall execute and deliver any and all such other instruments and
shall take any and all such other actions as may be reasonably necessary to
carry the intent of this Agreement into full force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or pronounced
void, voidable, invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely any other
provision of this Agreement, which shall otherwise remain in full force and
effect and be enforced in accordance with its terms and the effect of such
holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act
of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise expressly
stated herein, time is of the essence in performing hereunder. This Agreement
embodies the entire agreement and understanding between the parties and
supersedes all prior agreements and understanding relating to the subject
matter hereof, and this Agreement may not be modified or amended or any term
of provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver of discharge is
sought to be enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
eClic, Inc., Skyelan Rose
/s/ J. M. Daniels /s/ Skyelan Rose
- ------------------- ----------------------
J. M. Daniels, CEO Skyelan Rose, Employee
5
eClic, INC.
EXHIBIT #23 Consent of Experts and Counsel
Mr. David Coffey, CPA
To Whom It May Concern:
April 13, 1999
The firm of David Coffey, Certified Public Accountant consents
to the inclusion of my report of April 12, 1999 on the Financial Statements
of eClic, Inc. from the inception date of March 1, 1999 through
April 12, 1999, in any filing that are necessary now or in the near
future to be filed with the U.S. Securities and Exchange Commission.
Professionally,
/s/ David Coffey, CPA
- -----------------------------
David Coffey, CPA
3651 Lindell Road, #14
Las Vegas, NV
Office: 702-871-3979
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET, THE STATEMENT OF OPERATIONS, AND THE STATEMENT OF CASH FLOWS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAR-01-1998
<PERIOD-END> APR-12-1999
<CASH> 50,075
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 353
<INVENTORY> 0
<CURRENT-ASSETS> 50,429
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 50,429
<CURRENT-LIABILITIES> 3,360
<BONDS> 0
0
0
<COMMON> 1,500
<OTHER-SE> 45,569
<TOTAL-LIABILITY-AND-EQUITY> 50,429
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,131
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,131)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
