SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10- KSB
                                   (Mark One)

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

                   For the fiscal year ended December 31, 2002
                               ------------------

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

         For the transition period from ______________ to ______________

                         Commission File Number 0-22783

                              URBANI HOLDINGS, INC.
                 (Name of small business issuer in its charter)

                               Colorado 95-3966853
       ------------------------------------------------------------------
                  (State or other jurisdiction of (IRS Employer
               incorporation or organization) Identification No.)


               29-24 40th Avenue, Long Island City, New York 11101
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number:(718) 392-5050

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

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

 Check whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act during the past 12 months (or for such  shorter
 period that the registrant was required to file such reports), and (2) has been
 subject to such filing requirements for the past 90 days. YES X NO

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

Issuer's revenues for the year ended December 31, 2002 were $12,174,882.


The number of shares of Common Stock held by non-affiliates of the registrant
(as determined for the purpose of this Form 10-KSB only) as of May 21, 2003 was
24,202,434 with an approximate aggregate market value of $968,097 (based upon
the last sale price of the registrant's common stock on May 22, 2003 of $0.04).
The number of shares of the Common Stock of the issuer outstanding as of May 21,
2003 was 40,739,264.


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                                TABLE OF CONTENTS

Item Number and Caption                                            Page

PART I
Item 1.    Description of Business.                                  3
Item 2.    Description of Properties                                 7
Item 3.    Legal Proceedings                                         7
Item 4.    Submission of Matters to a Vote of Security Holders       7

PART II
Item 5.    Market for Common Equity and Related
           Stockholder Matters                                       8
Item 6.    Management's Discussion and Analysis of Financial
           Condition and  Results of Operation                      10
Item 7.    Financial Statements                                     10
Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                      10

PART III
Item 9.    Directors, Executive Officers, Promoters and Control
           Persons;  Compliance with Section 16(a) of the
           Exchange Act                                             12
Item 10.   Executive Compensation                                   12
Item 11.   Security Ownership of Certain Beneficial Owners
           and Management                                           14
Item 12.   Certain Relationships and Related Transactions
Item 13.   Exhibits, Financial Statement Schedules and Form 8-K     15
Item 14.   Controls and Procedures                                  15

Signatures                                                          16

                                       2
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                                     PART I

Item 1.Description of Business.

Introduction

The Company was incorporated under the laws of the State of Colorado in March
1997, as Blue Mountain Capital, Inc. The name was changed to Jewelnique Designs,
Inc. in June 1997 and to Sattel Global Networks, Inc. in October 2000. The
Company had initially planned to design, manufacture, market and distribute a
specialized line of jewelry products. However, the Company did not effectuate
its business plan.

On March 15, 2002,  pursuant to the agreement dated August 7, 2001, by and among
Sattel  Global  Networks,   Inc.,  Urbani   Acquisition  Corp.,  a  wholly-owned
subsidiary of Sattel Global Networks, Inc., and Rosario's Epicureo, Ltd., Urbani
Acquisition  Corp. merged into Rosario's  Epicureo,  Ltd. In connection with the
agreement, the shares of common stock of Rosario's Epicureo, Ltd. were converted
into  10,125,000  shares of common  stock of Sattel  Global  Networks,  Inc.  In
connection with the transaction,  Sattel Global Networks,  Inc. changed its name
to Urbani Holdings, Inc.

Pursuant to the agreement, as a result of closing the merger, Sattel Global
Networks, Inc. has 15,150,000 shares of common stock outstanding, together with
warrants to purchase 1,200,000 shares of common stock at an exercise price of
$1.00 per share and warrants to purchase 1,200,000 shares of common stock at an
exercise of $1.50 per share. In the event that the gross proceeds from the
exercise of the warrants is not equal to at least $500,000 within 270 days of
the closing of the merger, then the stockholders of Rosario's Epicureo, Ltd.
shall be issued the number of additional shares of common stock equal to the
difference between 975,000 and a fraction, the numerator of which shall be equal
to the product of 975,000 and the gross proceeds from the exercise of the
warrants and the denominator of which shall be equal to 500,000.

Since the completion of the merger, the Company refocused its strategy, and as a
result,  the  description  of its  business  in this Form  10-KSB  refers to the
operations of Rosario's Epicureo, Ltd., its wholly owned subsidiary. As of April
10, 2003,  Rosario's Epicureo,  Ltd. ceased doing business as "Urbani Truffles &
Caviar, U.S.A." and began doing business as "da Rosario".

The number of shares of common stock referred to in this Form 10-KSB reflects a
one for 12 reverse stock split effectuated on January 25, 2002. The financial
statements which were prepared prior to such date do not reflect the one for 12
reverse stock split.

Overview

Rosario's Epicureo, Ltd. is a specialty food distributor of truffles, caviar,
wild mushrooms, smoked fish and specialty game and foie gras to fine
restaurants. Rosario's Epicureo, Ltd. also sells its products to gourmet shops,
supermarkets, wholesalers, distributors and private retail customers and has a
database of over 15,000 customers, including 5,000 accounts of which up to 2,000
are active at any one time. Its customers include some of the finest and most
well-known restaurants in the country.

Description of Rosario's Epicureo, Ltd.

The Company is committed to providing its customers high quality products at
competitive prices and credit terms, at a range of price points with short lead
times. The Company serves its customers through two locations, one on the east
coast in Long Island City, New York and the other on the west coast in Culver
City, California. Both facilities include warehouse and refrigeration from which
the Company packages and ships its products. The Company uses its own fleet of
trucks to handle local deliveries and for out-of- town deliveries it utilizes
common carriers, Federal Express and airlines. The Company's distribution
infrastructure is designed to warehouse and transport its products in
temperature controlled environments that ensure delivery in optimal conditions.
The Company intends to open a sales office in Orlando, FL during the second
quarter of 2003, to service its cruise lines, restaurants and food service
operators.

Based on industry reports, the specialty food industry is a $20 billion a year
industry, which has grown at an annual rate of 7% per year since 2000. The
Company believes that the industry is highly fragmented consisting of small and
medium sized companies selling a limited number of items and as a result, there
is an opportunity for consolidation. The Company's consolidation strategy is
based on leveraging its industry knowledge, experienced management team, and
brand recognition to acquire other specialty food distributors which market
products that complement its current product lines, serve new customers or add
geographic coverage to its existing operations. The Company intends to leverage
its distribution infrastructure and purchasing power to realize operating
efficiencies and reduce duplicative overhead, each of which will be achieved as
the Company acquires other companies.



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Rosario's Epicureo, Ltd. d/b/a da Rosario was formed in New York in March 1984.
Its principal office is located at 29-24 40th Avenue, Long Island City, New
York. Its telephone number is (718) 392-5050. Its website address is
www.shopdarosario.com and information contained in its website is not
incorporated herein.

Specialty Food Industry

The National Association of Specialty Food Trade (NASFT), estimates that retail
sales of packaged gourmet/specialty foods reached $20.0 billion in 2000, an
approximately 31% increase from sales of $15.3 billion in 1996. NASFT projects
retail sales to increase at a 6.7% compound annual growth rate from 2000 to 2005
and to surpass $27.6 billion in 2005. The NASFT divides the gourmet/specialty
food market into six categories, coffee/tea, confectionery/desserts, condiments,
cheese, pasta/grains and other foods. In 2000 the coffee/tea category accounted
for 21% of retail sales and is projected to increase at a 10.4% compound annual
growth rate and to account for 24% of retail sales of gourmet/specialty foods in
2005. In 2000 the confectionery/dessert category accounted for 20% of retail
sales and is projected to increase at a 6.1% compound annual growth rate and to
account for 19% of retail sales of gourmet/specialty foods in 2005. In 2000 the
condiments category accounted for 13% of retail sales and is projected to
increase at a 7% compound annual growth and to account for 13% of retail sales
of gourmet/specialty foods in 2005. In 2000 the cheese category accounted for
12% of retail sales and is projected to increase at a 4% compound annual growth
rate and to account for 10% of retail sales of gourmet/specialty foods in 2005.
In 2000 the pasta/grains category accounted for 4% of retail sales and is
projected to increase at a 4.8% compound annual growth rate and to account for
4% of retail sales of gourmet/specialty foods in 2005. In 2000 the all other
products category accounted for 30% of retail sales and is projected to increase
at a 6.1% compound annual growth rate and to account for 29% of retail sales of
gourmet/specialty foods in 2005.

Strategy

The Company's strategy is to maintain and expand its position in the marketplace
as a recognized specialty food distributor targeting fine restaurants and
hotels, gourmet stores, supermarkets, warehouse clubs, private customers,
airlines and cruise ships. Key elements of the Company's strategy include:

         Increasing market share of existing accounts

The Company believes that customers within its existing markets for whom it is
not the principal specialty food supplier represent an additional market
opportunity for the Company. The Company intends to increase sales to existing
accounts and to become the primary specialty food distributor for more of its
customers. The Company seeks to combine what it believes is its strengths in
quality, service, credit, product selection and price, to increase its sales per
delivery to its customers. The Company intends to increase its sales to its
existing accounts by increasing its product offerings through its acquisition
strategy and strengthening its relationships at restaurants through
consultations and advice, regarding menu, planning and other logistical support.
The Company's goal is to create one stop shopping for restaurants, serving more
of their culinary needs. The Company plans to have its sales representatives
focus on increasing sales to its existing accounts including personalized
product demonstrations as well as demonstrations at food shows.

         Promoting brand recognition

The Company intends to increase sales of its branded products by focusing on
brand marketing by utilizing several methods which should result in brand
recognition such as providing supermarkets with point of sale and other
promotional material to gain visibility. The Company also plans to offer a
"gourmet product of the month club" featuring gourmet selections each month. In
addition, the Company intends to focus on obtaining press coverage of industry
events. The Company believes that word of mouth with respect to its products,
services and general reputation is an important aspect of promoting its brand
name. The Company also relies on its corporate heritage. The Company intends to
promote its brand name by utilizing strategic placement of its products and its
product name in trade publications, cookbooks, national and local television and
radio shows as well as on-site appearances. The Company plans to place
advertisements in national and trade publications, to hold cooking
demonstrations at gourmet locations and gourmet classes, and to participate in
charitable fund raising events. The Company's promotional activities may also
include the " Fancy Food Show," which will be a traveling show that enables its
management and sales representatives to meet with chefs, supermarket buyers and
journalists in major markets, such as New York City, Los Angeles, San Francisco,
Chicago and Boston. The Company also plans to participate at high visibility
food shows. Other promotional activities may also include, web site features,
direct mailing of its catalog and other promotional materials and serving as a
reference source for food critics and authors.

         Pursuing Strategic Acquisitions

The Company believes that strategic acquisitions will allow it to accelerate
sales growth, increase profitability and expand its geographic presence. The
Company is in the process of identifying and evaluating acquisition candidates
consistent with its consolidation strategy, which targets companies that market
and distribute products that complement its existing product lines, generate
significant sales from customers not currently served by it, maintain a strong
competitive position within a rapidly growing segment of the specialty food
distribution market and/or facilitate its entry into new geographic markets not
currently served by it.

The Company believes that its operating strategy and the flexibility of its
centralized computer system will facilitate the smooth and rapid integration of
the operations the Company acquires. The Company believes access to its
information systems, centralized purchasing operations and broad product lines
can reduce the operating expenses and enhance the sales and profit margins of an
acquired business.

                                       4

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Products

The Company's extensive selection of high-quality speciality food enables the
Company to be a source of supply to a diverse base of customers with varying
needs. The Company's product line of over 950 items comprises a broad selection
of truffles, caviar, wild mushrooms, smoked fish and specialty game and foie
gras. The Company also offers a line of accessories to be used with its
products.

The Company recently began selling two new product lines. The first is
Laboratorio dell ' Tortellini which is a high quality flash frozen stuffed pasta
and cut pasta line. The Company is marketing this product line to hotels,
restaurants and food service distributors. The Company believes that the market
for this product line is very large and will be easy to penetrate in the near
future. The second product line is a frozen desert line from Pasticceria Veneta.
The Company intends to market this product line to hotels, caterers, restaurants
and food service distributors.

The Company is continually evaluating new products based on existing and
anticipated trends in consumer preferences and buying patterns. The Company's
buyers regularly attend trade shows to review the latest products likely to be
of interest to its customers. The Company also actively solicits suggestions for
new products from its customers and it encourages its buyers to react quickly to
changing consumer preferences and to evaluate new products and new product
categories.

Information Systems

The Company believes that its information management systems provide it a
significant competitive advantage. The Company manages the ordering, receiving,
warehousing and delivery of approximately 950 products through computer
information systems on a facility-by-facility basis. Operating in this manner
should allow consistent implementation of the best practices in the distribution
industry, which the Company believes will generate higher returns on investment.
The Company also believes its systems will ensure the consistency of product,
sales and financial data on a company-wide basis. These systems include:

i) an integrated order management system that performs real-time allocation of
inventory among its distribution facilities and allows for orders to be input
through a variety of methods, including phone, fax and Internet;

ii) a warehouse inventory management system that allows for automatic storage
and retrieval to ensure the proper rotation of products in the warehouse;

iii) purchasing and forecasting tools that assist the Company in the management
of inventory by analyzing the benefits of economic order quantities and buying
promotions; and

iv) a data warehouse system that allows us systematically to analyze the
profitability of customer accounts, sales territories and product groups.

The Company plans to undertake technology-based initiatives that it expects will
enhance its efficiency, reduce distribution costs, improve customer service and
generate additional sales.

Customers and Suppliers

The Company has a diverse customer base and serve a wide variety of
establishments. The Company currently ships its products to approximately 2,000
customer locations nationwide. The Company's on-time delivery services are a key
element of its business.

The Company's primary customers are fine restaurants and hotels. The "white
table cloth" restaurants represent the largest segment of its business. These
customers include some of the country's most well known restaurants and chefs in
the United States. The Company provides these customers with a high level of
service, including knowledgeable sales representatives, competitive credit
terms, diverse inventory, on-time deliveries, high quality products and
efficient communication network. For the year ended December 31, 2001,
restaurants and hotels generated approximately 70% of the Company's net sales,
gourmet shops and supermarkets 15% of net sales, wholesalers and distributors
10% of net sales and individual and Internet sales 5% of its net sales.

The Company's buyers have extensive experience in their product lines. The
Company purchases its products from over 70 suppliers. Except for Urbani of
Italy, the Company did not purchase more than 5% of its products from any single
supplier. The Company's buyers attempt to purchase its products directly from
the source. The Company believes that this strategy enables it to purchase
higher quality products at more advantageous terms. Urbani of Italy was
previously the Company's primary supplier. For the year ended December 31, 2002,
the Company purchased approximately 40% % of its products from Urbani of Italy.

Sales and Marketing

The Company's sales and customer service representatives solicit and process
orders, service customers by telephone, review customer account balances and
assist with the delivery of new product information to its customers. In
addition, the Company's sales representatives advise customers on menu
selection, and methods of preparing and serving food. The Company's sales
representatives are trained to stress the scope and quality of services that the
Company can provide to its customers. The Company's sales commission program
rewards account profitability and promotes its growth. The Company
systematically measures the profitability of each account and product segment
and modify its incentive programs accordingly. The Company maintains sales
offices at each of its locations.

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The Company intends to develop a variety of marketing services that cater to a
broad range of retail formats. These programs will be designed to educate
consumers, profile suppliers and increase sales for retailers. The Company is
planning to supplement its market presence with advertising campaigns in trade
publications, demonstrations, and attendance at food shows, which will focus on
its ability to service targeted industry segments. The Company intends to
support its marketing efforts with a variety of promotional services and
programs, press trips and through its web site.

The Company's website www.shopdarosario.com was launched on April 10, 2003. The
website is a complete e-commerce site where customers can buy all of the
Company's items, read about truffles and get recipes. The site has been launched
in partnership with Habour Front Holdings. Harbour Front had the website
designed and they will market and promote the website. Harbour Front has an
email listing of 100 million potential customers that have ordered food items
over the web and through email, and intends to target these individuals for sale
of the Company's items.

Distribution

The Company distributes its products from its facilities located in New York and
California. Each facility operates a warehouse complex housing frozen,
refrigerated and dry storage areas as well as office space for sales, marketing,
administration and distribution personnel.

Approximately 50% of the Company's orders are placed for delivery for the next
day. Products are automatically reserved for distribution at the time of order,
thereby ensuring complete fulfillment of orders upon delivery. Prior to loading,
customer orders are assembled and sorted in the warehouse to ensure order
completeness. The products are staged according to the required delivery
sequence. The Company delivers products using its fleet of trucks and vans, each
of which is refrigerated. The Company supplements its fleet of trucks by
utilizing Federal Express, UPS, common carriers and airlines for out-of-town
deliveries.

Competition

In recent years, the specialty food distribution industry has been characterized
by significant consolidation and the emergence of larger competitors. The
Company competes in each of its markets with companies such as Mushrooms & More,
Baldor, Caspian Caviar and Belcanto among others.

The Company believes that distributors in the specialty food industry compete
principally on the basis of service and reliability, product quality, price and
customer relations. The Company believes it will be able to compete with smaller
regional and local distributors because of its product selection, the high
quality of its products and services, competitive pricing and advantageous
credit terms. Some of its competitors have greater financial, marketing and
other resources than the Company. Although the Company believes it can compete
effectively within its industry, the Company may not be able to maintain its
competitive position against current and potential competitors.

Environmental Matters

The Company must comply with federal, state and local environmental
requirements, including those relating to discharges of substances in the air,
water and land, the handling, storage and disposal of wastes and the clean up of
properties affected by pollutants. The Company does not currently anticipate any
material adverse effect on its business or financial condition as a result of
its efforts to comply with environmental requirements.

Intellectual Property

The Company utilizes a distinctive trademark of a truffle hunter and his dog
used in connection with the marketing of its products. The trademark is
registered with the U.S. Patent and Trademark Office. The Company intends to
maintain the integrity of its trademarks and other proprietary names and marks
against unauthorized use and to protect against infringement and unfair
competition where circumstances warrant. The Company is not aware of any
currently infringing uses.

Employees

At May 23, 2003, the Company had 39 full-time employees, of which 4 were
employed in corporate management and administration, 12 in sales and 23 in
warehouse, fulfillment, packaging and delivery. The Company has not experienced
any labor disputes or work stoppages, and has no collective bargaining
contracts. The Company believes that its relationship with its employees is
good. .

Government Regulation

As a marketer and distributor of food products, the Company must operate its
business in compliance with the Federal Food, Drug and Cosmetic Act and
regulations issued by the U.S. Food and Drug Administration. The FDA regulates
manufacturing and holding requirements for foods through its current good
manufacturing practice regulations, specifies the standards of identity for

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specified foods and prescribes the format and content of information required to
appear on food product labels. The FDA also regulates hazard analysis critical
control points, or HACCP, compliance for seafood processors. Some product lines
are regulated by the Federal Meat Inspection Act, the Poultry Products
Inspection Act, the Perishable Agricultural Commodities Act and other
regulations issued by the U.S. Department of Agriculture. The USDA imposes
standards for product quality and sanitation including the inspection, labeling
and HACCP compliance of meat and poultry products and the grading and commercial
acceptance of produce shipments from its suppliers. The Company must also comply
with state and local regulation relating to the licensing of its facilities,
enforcement by state and local health agencies of state and local standards for
its products and regulation of its trade practices in connection with the sale
of its products. The Company's facilities generally are inspected at least
quarterly by state and/or federal authorities. The Company's facilities may be
inspected by, and it must comply with regulations issued under, the Occupational
Safety and Health Act by the Department of Labor, which require it to comply
with manufacturing, health and safety standards to protect its employees from
accidents and to establish hazard communication programs to transmit information
on the hazards of various chemicals present in products that it distributes and
uses.

The Company is regulated by numerous federal, state and local regulatory
agencies, including the U.S. Department of Labor, which sets employment practice
standards for workers, and the U.S. Department of Transportation, which
regulates qualification and licensing of drivers, transportation of perishable
and hazardous materials, and waste. The Company believes that it is in
compliance in all material respects with all applicable government regulations.

Item 2.  Description of Properties

The Company's corporate headquarters located at 29-24 40th Avenue, Long Island
City, New York consists of approximately 10,000 square feet including 1,800
square feet of office space and 8,000 square feet of warehouse space, including
3,000 square feet of refrigeration and freezer facilities. The Company pays an
annual rental of approximately $70,000 and its lease expires in April, 2002. The
Company's New York office serves as its main executive office as well as
showroom. In addition, the Company utilizes its New York office for all other
functions not directly associated with its California office. The Culver City,
California office, located at 8657 Hayden Place, consists of approximately 4,000
square feet including 1,000 square feet of office space and 3,000 square feet of
warehouse space. The Company pays an annual rental of approximately $50,000 and
its lease expires in July, 2004. The Company anticipates that it will require
additional facilities to support its growth strategy and that additional
facilities will be available on commercially reasonable terms.

Item 3.Legal Proceedings.

         On January 31, 2003, a complaint was filed against Rosario's Epicurio
Ltd. by Nuova Casa Del Fungo E Del Tartufo SRL in United States District Court,
Eastern District of New York. The complaint alleges among other things breach of
contract and unjust enrichment against Rosario's. The plaintiff is demanding
$1,024,821.61, together with prejudgement interest, costs, expenses, etc. and
such other relief as the court deems just and proper.

         On January 10, 2003, a complaint was filed against Rosario's Epicurio
Ltd. by Cibo Vinum Import SRL in United States District Court, Eastern District
of New York. The complaint alleges among other things breach of contract and
unjust enrichment against Rosario's. The plaintiff is demanding $487,666
together with prejudgement interest, costs, expenses, etc. and such other relief
as the court deems just and proper.

         On March 12, 2003, a complaint was filed against the Company by Urbani
Tartufi S.N.C. in Eastern District of New York court. The complaint alleges
trademark infringement, dilution, unfair competition and violation of the
Anticyber Squatting Consumer Protection Act.

         Other than above, there are no material legal proceedings pending or,
to the Company's best knowledge, threatened against the Company.

Item 4.Submission of Matters to a Vote of Security Holders

         There were no matters submitted to a vote of the Company's shareholders
during the three months ended December 31, 2002.


                                       7
<PAGE>



PART II

Item 5.Market for Common Equity and Related Stockholder Matters.

         (a)  Market Information.

The Company's common stock is traded on the Over-The-Counter Bulletin Board
under the symbol "UBNI." Prior to January 2002, the common stock traded under
the symbol "SGNW." The following table sets forth the range of high and low last
sales price for the Company's common stock for each of the periods indicated as
reported by the Over-The-Counter Bulletin Board. The prices below reflect a one
for 12 reverse stock split effected in January, 2002. The quotations reflect
inter-dealer prices, without retail markup, markdown or commission and may not
necessarily represent actual transactions.

2001                                        High              Low

1 st quarter                                $3.00             $.72
2 nd quarter                                $1.20             $.84
3 rd quarter                                $1.68             $.93
4 th quarter                                $1.20             $.60

2002                                        High              Low

1st quarter                                 $1.25             $0.51
2nd quarter                                 $0.55             $0.15
3rd quarter                                 $0.53             $0.31
4th quarter                                 $0.40             $0.05

2003                                        High              Low

1st quarter                                 $0.14             $0.03
2nd quarter (through May 22, 2003)          $0.05             $0.02

The approximate number of record holders of shares of the Company's common stock
as of May 7, 2003 was 69.

Dividends

The Company has not paid dividends within the last three years and does not
anticipate or contemplate paying cash dividends in the foreseeable future. The
Company presently intends to utilize all available funds for the development and
growth of its business and operations.

Recent Sales of Unregistered Securities


         During the quarter ended September 30, 2002 the Company issued
3,261,613 shares of common stock for consulting services valued at $1,272,029.
The Company sold 2,262,141 common shares for $287,882 during that period. An
additional 1,282,052 common shares were issued to a supplier upon conversion of
$500,000 of debt. Further, 975,000 common shares with a nominal value were
issued to a control shareholder to adjust the shares exchanged re the
acquisition of Sattel. An Additional 1,025,000 shares were issued to Rosario
Safina, the Company's CEO in September 2002. The shares of common stock were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

            In September, 2002, the Company agreed to sell up to 6,211,023
shares of its common stock to Pacific Continental Securities (UK) Ltd.
("Pacific"). At September 30, 2002, Pacific has purchased an aggregate of
2,480,255 shares and has paid the Company $300,378 for such shares. The shares
were sold to Pacific pursuant to Section 4(2) and Regulation S of the Securities
Act of 1933, as amended.

            On August 21, 2002, the Company agreed to issue 1,282,051 shares of
its common stock to one of its suppliers in exchange for the cancellation of
$500,000 in trade debt owed to such supplier. The shares of common stock were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

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<PAGE>

            On August 20, 2002, the Company issued 641,044 shares in connection
with a consulting agreement with Domenic Russi, a principal shareholder of the
Company's major supplier of mushrooms. Pursuant to the consulting agreement, Mr.
Russi will assist the Company in procuring various types of wild mushrooms, as
well as to provide period information on market conditions, product supply,
competition and sales figures for European use, supply and consumption. Mr.
Russi will also provide the Company with his knowledge of the processing,
packaging and value added products for mushrooms, truffles in jars, as well as
dried, frozen and canned truffles. This agreement is for a period of three years
and the Company has the right to repurchase, at its sole discretion, all or a
portion of the shares issued to Mr. Russi pursuant to this agreement at a
repurchase price of $0.26 per share, during the term of this agreement.

            On October 1, 2002, the Company entered into an investment banking
agreement with Josephberg Gross & Co., Inc. ("JGC"), pursuant to which the
Company agreed to issue to JGC 50,000 shares of its common stock as an
engagement fee. Pursuant to the agreement, JGC will assist and advise the
Company with respect to its financing requirements, including debt or equity,
letter of lines of credit, lease financing or other types of financial
transactions, as well as with respect to any potential mergers and/or
acquisitions. The shares of common stock were issued pursuant to Section 4(2) of
the Securities Act of 1933, as amended.

         On October 3, 2002, the Company issued 3,500,000 shares of its common
stock to Rosario Safina, its CEO, in exchange for a personal bank guarantee. The
shares of common stock were issued pursuant to Section 4(2) of the Securities
Act of 1933, as amended.

            On October 17, 2002, the Company issued 537,500 shares of its common
stock to Rosario Safina, its CEO and 187,790 shares of its common stock to
Marvin Jacobs, its former CFO. The shares of common stock were issued pursuant
to Section 4(2) of the Securities Act of 1933, as amended.

            On October 30, 2002, the Company issued 1,391,000 shares of common
stock to Patterson Associates, Inc., London, England for general business
consulting services. The shares of common stock were issued pursuant to Section
4(2) of the Securities Act of 1933, as amended.

            In December 2002, the Company issued 3,000,000 shares of its common
stock to Hampshire Associates Ltd. for investment banking and financial advisory
services. The shares of common stock were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

            In December 2002, the Company issued 3,000,000 shares of its common
stock to Martin Licht in connection with legal services rendered. The shares of
common stock were issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended.

            In December 2002, the Company issued 2,000,000 shares of its common
stock to Linda Ong, the wife of the Company's President, for consulting services
including product analysis, label and artwork analysis, name change survey. The
shares of common stock were issued pursuant to Section 4(2) of the Securities
Act of 1933, as amended.

            In August 2002, the Company issued 1,200,000 shares of its common
stock to a consultant. In connection with this issuance, the Company recorded
stock based compensation of $492,000 based on the fair market value of the
shares. The shares of common stock were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

               In the fourth quarter of the fiscal year ended December 31, 2001,
the Company issued 1,340,831 shares of common stock to Morrelli Consulting, Inc.
in a transaction exempt from the registration requirements pursuant to Section
4(2) of the Securities Act of 1933, as amended.


                                       9

<PAGE>



Item 6.Management's Discussion and Analysis of Financial Condition and Results
       of Operation or Plan of Operation .

Special Note Regarding Forward-Looking Statements. Certain statements in this
report and elsewhere (such as in the Company's other filings with the Securities
and Exchange Commission, press releases, presentations by its management and
oral statements) may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
and "should," and variations of these words and similar expressions, are
intended to identify these forward-looking statements. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements. The Company does not undertake any obligation to publicly release
the result of any revisions to these forward-looking statements, which may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

Critical Accounting Policies

A summary of significant accounting policies is included in Note 3 to the
audited consolidated financial statements included in this report on Form10-KSB
for the year ended December 31, 2002. Management believes that the application
of these policies on a consistent basis enables the Company to provide useful
and reliable financial information about the company's operating results and
financial condition.

         The discussion herein refers only to the activities of the Company
prior to the transaction with Rosario's Epicureo, Ltd.

Management Discussion and Analysis of Results of Operations and Financial
Condition

Results of Operations

Year ended December 31, 2002 vs. December 31, 2001

        Net sales in 2002 decreased by $1,920,000 from $14,095,000 to
$12,175,000, primarily due to lack of truffle products resulting from our major
supplier's inability to ship required quantities of truffle products.

        Gross profit for 2002 decreased $33,000 from $3,298,000 to $3,265,000
due to reduced sales levels. However the Company was successful in sourcing
truffle products of equal or better quality at lower prices which resulted in
greater margins.

        Operating expenses in 2002 increased by $4,606,000 from $3,048,000 to
$7,645,000 due to write down of intangible asset in the amount of $220,000 and
stock based compensation in the amount of $4,262,000. In addition the Company
incurred additional legal and professional fees.

        Net loss increased by $4,642,000 from net income of $16,000 to a net
loss of $4,626,000 due to write down of intangible assets in the amount of
$220,000 and stock based compensation in the amount of $4,262,000. In addition
the Company incurred additional legal and professional fees.

Liquidity and Capital Resources

The Company has primarily funded its working capital through the issuance of its
securities for its obligations. The Company's capital requirements for the next
12 months will be dependent upon the capital requirements of Rosario's Epicureo,
Ltd.

Item 7.Financial Statements.

         See page F-1 attached hereto.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

On July 21, 2002, the Board of Directors of Urbani Holdings, Inc. dismissed
Allen G. Roth, P.A. ("Roth") as independent public accountants for  Urbani.  The
Board selected Sherb & Co., LLP, ("Sherb") to serve as independent  public
accountants for the fiscal year 2002.

                                       10
<PAGE>

Roth's report on Urbani's financial statements for each of the years ended
December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.

During the years ended December 31, 2001 and 2000 and through July 29, 2002,
there were no disagreements with Roth on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Roth's satisfaction, would have caused him to make reference
to the subject matter in connection with his report on the Companies' financial
statements for those years. There were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2001 and 2000 and through July 29, 2002,
Urbani did not consult with Sherb with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.



                                       11
<PAGE>




                                    PART III

 Item 9.Directors, Executive Officers, Promoters and Control Persons

The  following  table sets forth the names and ages of all current  directors of
the Company and all persons who will become  directors ten days after the filing
of an information statement along with their position, offices and term.

   Name                            Age         Position
----------------                   ---         ---------------------------------
Rosario Safina                     43          Chairman of the Board, President,
                                               Chief Executive Officer and
                                               Principal Accounting Officer
Michael Corsello                   44          Director
Duke E. D'Antin Villalba           73          Director

Rosario Safina has been the Chairman,  Chief Executive  Officer and President of
Rosario's  Epicureo,  Ltd. since inception in 1984. Prior to founding  Rosario's
Epicureo,  Ltd., Mr. Safina developed an Italian food and wine catalog under the
name Rosario's Commestibili.  He also has experience as a media buyer and direct
marketing account executive.  Mr. Safina holds a B.S. degree from Bernard Baruch
College.  Mr.  Safina  will  serve as  Chairman,  Chief  Executive  Officer  and
President  of the Company and became a director of the Company  upon the closing
of the merger. Effective May 1, 2003 Mr. Safina became the principal accounting
officer upon the resignation of Marvin Jacobs.


Michael Corsello is currently Director of Marketing and Purchasing for Advantage
International Foods, a specialty cheese importer and distributor.  From December
1999 to May 2001, Mr.  Corsello was president and a partner at High Noon Always,
an upscale  fast food  restaurant.  From  December  1997 to December  1999,  Mr.
Corsello was a director of deli, bakery and culinary  development at Kings Super
Markets.  From April 1993 to July 1997, he served as vice president and director
of deli,  prepared  foods and cheese for Fresh Fields.  From  September  1983 to
April 1993, he served in various capacities for Macy's Northeast.

Duke E.  d'Antin  Villalba  is the  Chairman  of  F.F.C.C.  Foreign  Finance and
Commerce Corporation (Panama) and the Founder and President of S.I.R.S. (Italy),
Societa  Italiana,  Ricerche  Steroidi,  a  company  specializing  in  the  base
manufacturing  of steroids and advanced  antibiotics.  From May 1995 to December
2001, Duke E. D'Antin Villalba has been the president of The Hasburg Foundation.
He is a director  of the  Association  of  Diplomatic  Correspondents  and Athra
Trading Inc.

All directors hold office until the next annual meeting of stockholders and the
election and qualification of their successors. Vacancies on the Board of
Directors may be filled by the remaining directors until the next annual
stockholders' meeting. Officers serve at the discretion of the Board.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished
to the Company pursuant to Rule 16a-3(e), promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), during the Company's fiscal year
ended December 31, 2002, and (ii) Forms 5 and amendments thereto and/or written
representations furnished to us by any director, officer or ten percent security
holder of the Company (collectively "Reporting Persons") stating that he or she
was not required to file a Form 5 during the Company's fiscal year ended
December 31, 2002, it has been determined that no Reporting Person is delinquent
with respect to his or her reporting obligations set forth in Section 16(a) of
the Exchange Act.

Item 10.Executive Compensation.

The following table sets forth all cash compensation for services rendered in
all capacities to the Company, for the year ended December 31, 2002 (referred to
as "2002" in this table), the year ended December 31, 2001 (referred to as
"2001" in this table), and for the year ended December 31, 2000 (referred to as
"2000" in this table), paid to the Company's Chief Executive Officer.


         Summary Compensation Table

         Name and Principal                                  All Other
         Position                Year       Salary         Compensation
         ------------------      ----       ------         ------------

        Rasario Safina           2002     $149,310         $1,861,375(1)

(1) In September and October 2002, Mr. Safina was issued 1,025,000 and 537,500
shares of common stock, respectively, as additional compensation. On October 3,
2002, Mr. Safina was issued 3,500,000 shares of common stock in connection with
the personal guarantee of a bank loan to the Company in the amount of $700,000.

                                       12
<PAGE>

         The Company did not pay any compensation to its executive officers for
the years ended December 31, 2000 and 2001.

Board Composition.

The Company's board of directors will consist of up to four directors. At each
annual meeting of its stockholders, all of its directors are elected to serve
from the time of election and qualification until the next annual meeting
following election. In addition, the Company's bylaws provide that the maximum
authorized number of directors may be changed by resolution of the stockholders
or by resolution of the board of directors. Each officer is elected by, and
serves at the discretion of, the Company's board of directors. There are no
family relationships among any of its directors, officers or key employees. Each
of its officers and directors, other than independent directors, devotes his
full time to the Company's affairs.

Stock Option Plan.

The 2001 Plan provides for the grant to employees, officers, directors,
consultants and independent contractors of up to 750,000 non-qualified stock
options as well as for the grant of stock options to employees that qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986
("Code"). The purpose of the 2001 Plan is to enable the Company to attract and
retain qualified persons as employees, officers and directors and others whose
services are required by the Company, and to motivate such persons by providing
them with an equity participation in the Company.

The 2001 Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"), which has, subject to specified limitations, the
full authority to grant options and establish the terms and conditions for
vesting and exercise thereof. The exercise price of incentive stock options
granted under the 2001 Plan is required to be no less than the fair market value
of the common stock on the date of grant (110% in the case of a greater than 10%
stockholder). The exercise price of non-qualified stock options is required to
be no less than 85% of the fair market value of the common stock on the date of
grant. Options may be granted for terms of up to 10 years (5 years in the case
of incentive stock options granted to greater than 10% stockholders). No
optionee may be granted incentive stock options such that the fair market value
of the options which first become exercisable in any one calendar year exceeds
$100,000. If an optionee ceases to be employed by, or ceases to have a
relationship with the Company, such optionee's options expire six months after
termination of the employment or consulting relationship by reason of death, one
year after termination by reason of permanent disability, immediately upon
termination for cause and three months after termination for any other reason.

In order to exercise an option granted under the 2001 Plan, the optionee must
pay the full exercise price of the shares being purchased. Payment may be made
either: (i) in cash; (ii) at the discretion of the Committee, by delivering
shares of common stock already owned by the optionee that have a fair market
value equal to the applicable exercise price; or (iii) in the form of such other
consideration as may be determined by the Committee and permitted by applicable
law.

Subject to the foregoing, the Committee has broad discretion to describe the
terms and conditions applicable to options granted under the 2001 Plan. The
Committee may at any time discontinue granting options under the 2001 Plan or
otherwise suspend, amend or terminate the 2001 Plan and may, with the consent of
an optionee, make such modification of the terms and conditions of such
optionee's option as the Committee shall deem advisable. However, the Committee
has no authority to make any amendment or modifications to the 2001 Plan or any
outstanding option which would: (i) increase the maximum number of shares which
may be purchased pursuant to options granted under the 2001 Plan, either in the
aggregate or by an optionee, except in connection with certain antidilution
adjustments; (ii) change the designation of the class of employees eligible to
receive qualified options; (iii) extend the term of the 2001 Plan or the maximum
option period thereunder; (iv) decrease the minimum qualified option price or
permit reductions of the price at which shares may be purchased for qualified
options granted under the 2001 Plan, except in connection with certain
antidilution adjustments; or (v) cause qualified stock options issued under the
2001 Plan to fail to meet the requirements of incentive stock options under
Section 422 of the Code. Any such amendment or modification shall be effective
immediately, subject to stockholder approval thereof within 12 months before or
after the effective date. No option may be granted during any suspension or
after termination of the 2001 Plan.

The 2001 Plan is designed to meet the requirements of an incentive stock option
plan as defined in Code Section 422. As a result, an optionee will realize no
taxable income, for federal income tax purposes, upon either the grant of an
incentive stock option under the 2001 Plan or its exercise, except that the
difference between the fair market value of the stock on the date of exercise
and the exercise price is included as income for purposes of calculating
Alternative Minimum Tax. If no disposition of the shares acquired upon exercise
is made by the optionee within two years from the date of grant or within one
year from the date the shares are transferred to the optionee, any gain realized
upon the subsequent sale of the shares will be taxable as a capital gain. In
such case, the Company will be entitled to no deduction for federal income tax
purposes in connection with either the grant or the exercise of the option. If,
however, the optionee disposes of the shares within either of the periods
mentioned above, the optionee will realize earned income in an amount equal to
the excess of the fair market value of the shares on the date of exercise (or
the amount realized on disposition if less) over the exercise price, and the
Company will be allowed a deduction for a corresponding amount.


                                       13

<PAGE>

Limitations of Liability and Indemnification of Directors and Officers

The Company's certificate of incorporation and bylaws limit the liability of
directors and officers to the maximum extent permitted by Colorado law. The
Company will indemnify any person who was or is a party, or is threatened to be
made a party to, an action, suit or proceeding, whether civil, criminal,
administrative or investigative, if that person is or was a director, officer,
employee or agent of the Company or serves or served any other enterprise at the
Company's request.

In addition, the Company's certificate of incorporation provides that generally
a director shall not be personally liable to the Company or its stockholders for
monetary damages for breach of the director's fiduciary duty. However, in
accordance with Colorado law, a director will not be indemnified for a breach of
its duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or a knowing violation or any transaction from which the
director derived improper personal benefit.

Item 11.Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information as to the common stock
ownership of each of the Company's directors, executive officers, all executive
officers and directors as a group, and all persons known by the Company to be
the beneficial owners of more than five percent of its common stock. Unless
otherwise noted, all persons named in the table have sole voting and dispositive
power with respect to all shares of common stock beneficially owned by them.

The table below sets forth information, as of March 31, 2003, with beneficial
ownership of the Company's common stock by each person known by the Company to
be the beneficial owner of more than 5% of its outstanding common stock, by each
of its directors, by each named executive officer, and by all of its officers
and directors as a group. Unless otherwise noted, each shareholder has sole
investment and voting power over the shares owned.

Except as indicated in the footnotes to this table, the Company believes that
all the persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, subject to community
property laws where applicable. In accordance with the rules of the Commission,
a person or entity is deemed to be the beneficial owner of securities that can
be acquired by such person or entity within 60 days from March 31, 2003 upon the
exercise of options. Each beneficial owner's percentage ownership is determined
by assuming that options that are held by such person (but not those held by any
other person) and which are exercisable within 60 days of March 31, 2003 have
been exercised. The inclusion herein of such shares listed as beneficially owned
does not constitute an admission of beneficial ownership.


Name of Beneficial Owner (1)       Number of Shares           Percent of Class

Rosario Safina (2)                   16,536,830                    40.6%
Michael Corsello                        -0-                         --
Duke E. D'Antin Villalba                -0-                         --


All executive officers and
directors as a group (4 persons)     16,536,830                    40.6%


(1) The address of Mr. Safina is c/o the Company.
(2) Includes 2,404,730 shares of common stock owned by Linda Ong Safina, Mr.
    Safina's wife and 89,940 shares of common stock owned by Rosario Safina and
    Linda Ong Safina f/b/o Paolo Safina Trust.


Equity Compensation Plan Information

<TABLE>
<CAPTION>

Plan category                Number of Securities to    Weighted-average           Number of securities
                             be issued upon exercise    exercise price of          remaining available for
                             of outstanding options,    outstanding options,       future issuance under
                             warrants and rights        warrants and rights        equity compensation
                                                                                   plans (excluding
                                                                                   securities reflected in
                                                                                   column (a))
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                         <C>                       <C>
Equity compensation plans    750,000                    -0-                        750,000
approved by security
holders
---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans    -0-                        -0-                        -0-
not approved by security
holders
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

                                       14

<PAGE>

Item 12. Certain Relationships and Related Transactions.

None.

Item 13. Exhibits, List and Reports on Form 8-K.

(a)      Exhibits

99.1     Certification of Chief Executive Officer pursuant to the Sarbanes-Oxley
         Act of 2002

(b)      Reports on Form 8-K

The Company did not file any reports required to be filed on Form 8-K during the
three months ended December 31, 2002.

Item 14.  Controls and Procedures.


         The Company's Chief Executive Officer has evaluated the Company's
         disclosure controls and procedures (as such term is defined in Rule
         13a-14 (c ) under the Exchange Act) as of a date within 90 days of the
         date of this Form 10-KSB. Based upon such evaluation, the Company's
         Chief Executive Officer has concluded that such controls and procedures
         are effective to ensure that the information required to be disclosed
         by the Company in the reports it files under the Exchange Act is
         gathered, analyzed and disclosed with adequate timeliness. There have
         been no significant changes in the Company's internal controls
         subsequent to the date of the evaluation described above.

                                       15
<PAGE>



SIGNATURES

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


Dated:    May 23, 2003            URBANI HOLDINGS, INC.


                                 By:/s/ Rosario Safina
                                        --------------
                                        Rosario Safina
                                        Chairman, Chief Executive Officer,
                                        Principal Accounting Officer
                                        and President



Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the date indicated.

         Name                               Title                       Date

 /s/ Rosario Safina          Chairman, Chief Executive Officer,     May 23, 2003
---------------------        Principal Accounting Officer,
     Rosario Safina          President and Director



/s/ Micahel Corsello         Director                               May 23, 2003
--------------------
    Michael Corsello



________________           Director                                 May 23, 2003
Duke E. D'Antin Villalba


                                       16

<PAGE>

CERTIFICATION

I, Rosario Safina, certify that:

1. I have reviewed this annual report report on Form 10-KSB of Urbani Holdings,
   Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report my conclusions about the effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date.

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.

6. I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 23, 2003




                                             By: /s/ Rosario Safina
                                                  -----------------
                                             Name:  Rosario Safina
                                             Title: President and
                                                    Principal Accounting Officer


                                       17
<PAGE>


                           URBANI HOLDINGS, INC.


                        CONTENTS TO FINANCIAL STATEMENTS




                                                                    Page

INDEPENDENT AUDITORS' REPORT                                      F-2-F-3

CONSOLIDATED FINANCIAL STATEMENTS

 Balance Sheet                                                      F-4

 Statements of Operations                                           F-5

 Statements of Cash Flows                                           F-6

 Statement of Stockholders' Equity                                  F-7

 Notes to Financial Statements                                    F-8-F-14

<PAGE>

                           INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
Urbani Holdings, Inc.
New York, New York

         We have audited the accompanying balance sheet of Urbani Holdings, Inc.
as of December 31, 2002 and the related statements of operations, stockholders'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financials statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating overall
financial statement presentation. We believe that our audit provides reasonable
basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Urbani Holdings,
Inc. as of December 31,2002 and the results of its operations and cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred
significant losses as more fully described in Note 1. The Company anticipates
that additional funding will be necessary to sustain the Company's operations
through the year ended December 31, 2003. These conditions raise substantial
doubt about the Companys' ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                                /s/Sherb & Co., LLP
                                                   ----------------
                                                   Sherb & Co., LLP
                                                   Certified Public Accountants
New York, New York
May 15, 2003

<PAGE>


                           INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
Urbani Holdings, Inc.
New York, New York

         We have audited the accompanying balance sheet of Rosario's Epicureo,
Ltd. as of December 31, 2001 and the related statements of income and retained
earnings and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financials statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating overall
financial statement presentation. We believe that our audit provides reasonable
basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Rosario's Epicureo,
Ltd. as of December 31,2001 and the results of its operations and cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.


                                                /s/Allen G. Roth P.A.
                                                   ------------------
                                                   Allen G. Roth P.A.
                                                   Certified Public Accountants
New York, New York
April 19, 2002



<PAGE>


                              URBANI HOLDINGS, INC
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

CURRENT ASSETS:
 Cash                                                           $    11,117
 Accounts receivable. net of allowance
  for doubtful accounts of $ 350,000                              2,093,402
 Inventories                                                      3,828,734
 Prepaid expenses                                                   115,192
                                                                 ----------
     TOTAL CURRENT ASSETS                                         6,048,445

PROPERTY AND EQUIPMENT                                              203,189

OTHER ASSETS                                                         41,635
                                                                 ----------
                                                                $ 6,293,269
                                                                 ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Loans payable - bank                                           $ 3,005,647
 S.B.A loan payable - current maturities                              9,188
 Due to related parties                                             132,740
 Accounts payable and accrued expenses                            1,430,923
                                                                 ----------
     TOTAL CURRENT LIABILITIES                                    4,578,498

LOAN PAYABLE - S.B.A                                                190,812

STOCKHOLDERS' EQUITY:
 Common stock, $.001 par value; 100,000,000
  shares authorized; 40,739,264 shares issued
  and outstanding                                                    40,739
 Additional paid-in capital                                       6,109,151
 Accumulated deficit                                             (4,625,931)
                                                                 ----------
     TOTAL STOCKHOLDERS' EQUITY                                   1,523,959
                                                                 ----------
                                                                $ 6,293,269
                                                                 ==========


        See accompanying notes to the consolidated finanacial statements
                                      F-4

<PAGE>
                              URBANI HOLDINGS, INC.
                            STATEMENTS OF OPERATIONS

                                                          Year Ended
                                                         December 31,
                                                --------------------------------
                                                   2002              2001
                                                ----------        ----------
NET SALES                                      $12,174,882       $14,095,058

COST OF SALES                                    8,909,438        10,797,131
                                                ----------        ----------
GROSS PROFIT                                     3,265,444         3,297,927
                                                ----------        ----------

EXPENSES:
 Selling, General and
  Administrative Expenses                        3,032,865         2,893,351
 Stock Based Compensation                        4,262,169              -
 Depreciation and Amortization                     138,558           154,564
 Write Down of Intangible Assets                   220,000              -
                                                ----------        ----------
                                                 7,653,592         3,047,915
                                                ----------        ----------
OPERATING INCOME (LOSS)                         (4,388,148)          250,012

INTEREST EXPENSE, NET                             (237,783)         (234,185)
                                                ----------        ----------
NET INCOME (LOSS)                              $(4,625,931)      $    15,827
                                                ==========        ==========

NET INCOME (LOSS) PER SHARE
 BASIC AND DILUTED                             $     (0.22)      $      0.01
                                                ==========        ==========
WEIGHTED AVERAGE SHARES OUTSTANDING
 BASIC  AND DILUTED                             20,585,251        15,151,400
                                                ==========        ==========







        See accompanying notes to the consolidated finanacial statements
                                            F-5

<PAGE>

                              URABNI HOLDINGS, INC

                            STATEMENTS OF CASH FLOWS


                                                          Year Ended
                                                         December 31,
                                                ----------------------------
                                                   2002              2001
                                                ----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                             $(4,625,931)      $   15,827

 Adjustments to reconcile net income
 (loss) to net cash provided by (used in)
 operating activities:
  Depreciation and amortization                    138,558          154,564
  Write-down of intangible assets                  220,000             -
  Stock based compensation                       4,262,169             -

 Changes in assets and liabilities
  Accounts receivable                              205,321          828,209
  Inventories                                      256,640           60,010
  Prepaid expenses and other assets                 59,810           32,174
  Accounts payable and accrued expenses         (1,246,982)        (470,642)
                                                 ---------        ---------
NET CASH PROVIDED (USED IN)
 OPERATING ACTIVITIES                             (730,415)         620,142
                                                 ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                 -            (149,115)
                                                 ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of conmon stock                602,652             -
 Dividends paid                                    (50,000)         (34,039)
 Loan from related party                           132,740         (104,281)
 Decrease in bank loans                           (394,353)        (100,000)
 Proceeds from SBA loan                            200,000             -
                                                 ---------        ---------
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                              491,039         (238,320)
                                                 ---------        ---------
NET INCREASE (DECREASE) IN CASH                   (239,376)         232,707

CASH  - beginning of period                        250,493           17,786
                                                 ---------        ---------
CASH  - end of period                          $    11,117       $  250,493
                                                 =========        =========

SUPPLEMENTAL DISCLOSURES:

 Cash paid during the period:
   Interest                                    $   237,783       $  250,107
   Income taxes                                $      -          $    4,700

Non-cash financing and investing activities:
 Purchase of equipment by notes payable        $      -          $   10,421

 Common stock issued for debt                  $   500,000       $     -




           See accompanying notes to consolidated financial statements
                                       F-6
<PAGE>


                              URBANI HOLDINGS, INC.
                 Consolidated Statements of Stockholders Equity
                     Years Ended December 31, 2001 and 2002

<TABLE>
<CAPTION>

                                                 Additional   Retained
                             Common Stock         Paid-In     Earnings
                             Shares    Amount     Capital     (Deficit)       Totals
                           ----------  -------    ---------   ---------     ---------
<S>               <C> <C>             <C>        <C>          <C>           <C>
Balance, December 31, 2000     -      $   2,000  $     -      $ 1,139,629   $ 1,141,629

Retroactive adjustment to
reverse acquistion of
Sattel Global Networks     15,151,400    13,151     (13,151)       -             -

Net Income                     -           -           -           15,827        15,827

Dividends paid                 -           -           -          (34,039)      (34,039)
                           ----------  --------     ---------   ---------    ---------
Balance, December 31, 2001 15,151,400    15,151     (13,151)    1,121,417     1,123,417

Termination of S Corp
status                         -           -      1,121,417    (1,121,417)       -

Shares Issued for

 Cash                       6,352,909     6,353     596,299        -           602,652
 Services                  16,977,903    16,978   4,245,191        -         4,262,169
 Conversion of debt         1,282,052     1,282     498,718        -           500,000
Adjustment of shares
 exchanged for
 Sattel acquistion            975,000       975        (975)       -             -

Capital distribution             -         -       (338,348)       -          (338,348)

Net loss                         -         -           -       (4,625,931)  (4,625,931)
                           ----------  --------   -----------   ---------    ---------
Balance, December 31, 2002 40,739,264 $  40,739  $6,109,151   $(4,625,931)  $1,523,959
                           ==========  ========   ===========   =========    =========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-7
<PAGE>


                              URBANI HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       BUSINESS OF THE COMPANY

              Urbani Holdings, Inc., (the "Company") formerly known as Sattel
              Global Networks, Inc.("Sattel") is engaged in the business of
              importing and distributing truffles, mushrooms, specialty meats,
              caviar and smoked fish. The Company's products are sold throughout
              the United States to fine dining establishments and retailers of
              fine foods.

              The accompanying financial statements have been prepared on the
              basis that the Company will continue as a going concern, which
              contemplates the realization of assets and the satisfaction of
              liabilities in the normal course of business. The Company incurred
              a net loss of $4,625,931 (which includes a charge of $4,262,169
              for stock based compensation) for the year ended December 31,
              2002. As such, the financial statements reflect losses, negative
              cash flows from operating activities, and adverse key financial
              ratios. The Company is dependent upon outside capital to continue
              in existence and to achieve profitable operations.

              Management's plans for dealing with the adverse effects of the
              conditions cited above is to raise working capital through equity
              financing arrangements and private placements.


2.       REVERSE ACQUISITION

              On March 15, 2002, pursuant to the agreement dated August 7, 2001,
              by and among Sattel Global Networks, Inc., Urbani Acquistion
              Corp., a wholly-owned subsidiary of Sattel Global Networks Inc.,
              and Rosario's Epicureo, Ltd. d/b/a Urbani Truffles & Caviar,
              U.S.A., Urbani Acquisition Corp. merged into Rosario's Epicureo,
              Ltd. In connection with the agreement, the shares of common stock
              of Rosario's Epicureo, Ltd. were converted into 10,125,000 shares
              of common stock of Sattel Globak Networks, Inc. In connection with
              the transaction, Sattel Global Networks, Inc. changed its name to
              Urbani Holdings, Inc.

              Upon the closing of the merger, Sattel Global Networks, Inc. had
              15,151,400 shares of common stock outstanding, together with
              warrants to purchase 2,400,000 shares of common stock at an
              exercise price of $1.50 per share. If the gross proceeds from the
              exercise of the warrants were less than $500,000 within 270 days
              of the closing of the stockholders of Rosario's Epicureo, Ltd.
              shall be issued additional shares. Under this agreement, an
              additional 975,000 shares were issued in September 2002. The above
              warrants were cancelled as of December 31, 2002.

                                      F-8
<PAGE>

              The number of shares of common stock referred to above and to the
              related financial statements included herein give effect to a 1
              for 12 reverse stock split effective January 25, 2002.

              For accounting purposes the acquisition has been treated as a
              recapitalization of Rosario's Epicureo, Ltd. with such entity as
              the acquirer (reverse acquisition). The historical financial
              statements prior to March 15, 2002 are those of Rosario's
              Epicureo, Ltd.

3.       SIGNIFICANT ACCOUNTING POLICIES

a.       Principles of Consolidation - The consolidated financial statements of
         the Company include all wholly-owned and significant majority-owned
         subsidiaries. All significant inter-company transactions are eliminated
         in consolidation.

b.       Cash Equivalents - The Company considers all highly liquid temporary
         cash investments, with a maturity of three months or less when
         purchased, to be cash equivalents.

c.       Inventories - Inventories, consisting of food products, are stated at
         the lower of cost (first-in, first-out method) or market.

d.       Property and Equipment - Property and equipment are stated at cost.
         Depreciation is calculated by the straight-line method over the
         estimated useful lives of the assets.

e.       Income Taxes - The provision (benefit) for income tax is computed on
         the pretax income (loss) based on the current tax law. Deferred income
         taxes are recognized for the expected tax consequences in future years
         of differences between the tax basis of assets and liabilities and
         their financial reporting amounts at each year-end based on enacted tax
         laws and statutory tax rates. Valuation allowances are recorded against
         deferred tax assets to the extent their ultimate realization is
         uncertain.

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

g.       Revenue Recognition - Sales are recognized when products are shipped,
         provided that collection of the resulting receivable is deemed probably
         by management.

                                      F-9
<PAGE>

h.       Fair Value of Financial Instruments - The carrying amounts reported in
         the balance sheet for cash, trade receivables, payables and accrued
         expenses approximate fair value based on the short-term maturities of
         these instruments.

i.       Stock-Based Compensation - Statement if Financial Accounting Standards
         No. 123, "Accounting for Stock-based Compensation," ("SFAS 123"),
         encourages, but does not require, companies to record compensation cost
         for stock-based employee compensation plans at fair value. The Company
         has chosen to account for stock-based compensation using the intrinsic
         value method prescribed in Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees", and related
         interpretations. The Company has adopted the "disclosure only"
         alternative described in SFAS 123 and SFAS 148, which require pro forma
         disclosures of net income and net earnings per share as if the fair
         value method of accounting had been applied. No options were granted as
         of December 31, 2002.

j.       Carrying Value of Long Lived Assets - The Company reviews the carrying
         value of the long-lived assets to determine if facts and circumstances
         exist which would suggest that the assets may be impaired or that the
         amortization period needs to be modified. If impairment is indicated,
         then an adjustment will be made to reduce the carrying amount of
         tangible assets to their fair value.

k.       Shipping and Handling Costs - The Company included shipping and
         handling costs in cost of sales, which approximated to $640,000 in 2002
         and $431,000 in 2001.

l.       Earnings (loss) per Share - The Company reports loss per common share
         in accordance with Statement of Financial Accounting Standards ("SFAS")
         no. 128, "Earnings Per Share." Generally, the per share effects of
         potential common shares such as warrants, options, convertible debt and
         convertible preferred stock has been included, as the effect would be
         antidilutive.

m.       Reclassification - Certain reclassifications were made to conform prior
         year amounts to the current year.

n.       New Accounting Pronouncements:
         -----------------------------

(i)      In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations." The standard requires entities to record the
         fair value of a liability for an asset retirement obligation in the
         period in which it is incurred. When the liability is initially

                                      F-10

<PAGE>

         recorded, the entity capitalizes a cost by increasing the carrying
         amount of the related long-lived asset. Over time, the liability is
         accreted to its present value each period, and the settlement of the
         liability, an entity either settles the obligation for its recorded
         amount or incurs a gain or loss upon settlement. The standard is
         effective for fiscal years beginning after June 15, 2002. The adoption
         of SFAS No. 143 is not expected to have a material impact on the
         Company's consolidated financial statements.

(ii)     In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting
         for Costs Associated with Exit or Disposal Activities." This standard
         supercedes the accounting guidance provided by Emerging Issues Task
         Force Issue No. 94-3, "Liability Recognition for Certain Employee
         Termination Benefits and Other Costs to Exit an Activity" (including
         "Certain Costs Incurred in a Restructuring"). SFAS No. 146 requires
         companies to recognize costs associated with exit activities when they
         are incurred rather than at the date of a commitment to an exit or
         disposal plan. SFAS No. 146 is to be applied prospectively to exit
         or disposal activities initiated after December 31, 2002. The Company
         is currently evaluating this standard.

(iii)    In December 2002, the FASB issued SFAS No. 148, " Accounting for Stock-
         Based Compensation - Transition and Disclosure - an Amendment of FASB
         Statement No. 123." SFAS No. 148 provides alternative methods of
         transition for a voluntary change to the fair value based method of
         accounting for stock-based employee compensation. The Company does not
         currently intend to adopt the fair value based method of measuring
         compensation associated with stock awards and grants. As a consequence
         of continuing to utilize the intrinsic value method of measuring such
         compensation, the Company will be required to provide additional
         disclosures in its quarterly financial statements which will reflect
         the impact on net income and earnings per share on a pro forma basis as
         if the Company had applied the fair value method to stock-based
         employee compensation.

4.       LICENSING AGREEMENT

         The Company's licensing agreement with Urbani Truffles, Italy, was
         terminated during 2003.The unamortized balance of the trademark fee of
         $ 220,000 was written off in 2002.


                                      F-11
<PAGE>

5.       PROPERTY AND EQUIPMENT

         At December 31, 2002 property and equipment consisted of the following:

                                      Estimated useful
                                       Lives (Years)
         Furniture and Fixtures            5-7                   $ 476,657
         Machinery and Equipment           5-7                     183,393
         Vehicles                          5                       206,670
         Leasehold Improvements            Life of lease           111,516
                                                                   -------
                                                                   978,236
         Less: Accumulated Depreciation and
         Amortization                                              775,047
                                                                   -------
                                                                 $ 203,189

         Related depreciation and amortization expense for the years ended
         December 31, 2002 and 2001 was $ 128,536 and $ 154,564, respectively.

6.       LOANS PAYABLE-BANK

         At December 31, 2002, the Company currently had a $ 3,300,000 secured,
         uncommitted line of credit from a bank, which provided for short-term
         loans, banker's acceptances, and letters of credit. Sublimits have
         been set for direct loans, bankers' acceptances and letters of credits.
         Letters of credit and acceptances are issued in connection with the
         purchases of inventories. Advances of direct loans, banker's
         acceptances and letters of credit are based on a monthly borrowing base
         of up to 80% of eligible accounts receivable and up to 40% of eligible
         inventory. Interest on loans and acceptances is charged at the prime
         rate. Bank debt is secured by a continuous U.C.C. filing under which
         the Company has pledged all of its assets, and certain assets of the
         majority shareholder. The facility contains certain reporting and other
         conditions, and financial covenants. In addition, both the majority
         shareholder and a relative of the shareholder have personally
         guaranteed the bank debt. The line of credit may be terminated by the
         bank at any time. At December 31, 2002 the Company was obligated for
         banker's acceptances of $ 1,598,000 and a demand loan of $ 1, 407,000.
         As of April 30, 2003 the Company is in violation of certain financial
         covenants (see note 1).


                                      F-12
<PAGE>


7.       Loan Payable - Small Business Administration ("SBA")

         The Company is obligated to the SBA in the amount of $ 200,000 under
         terms and conditions of an SBA Disaster Loan, as defined in the loan
         agreement. The loan is repayable in monthly installments of $ 4,594
         commencing November 2003, including interest at 4% per annum and is
         collateralized by certain assets of the Company and its principal
         shareholder.

         Debt maturities, including interest, are as follows:
         2003 - $ 9,188
         2004 - $55,128
         2005 - $55,128
         2006 - $55,128
         2007 - $55,940

8.       DUE TO RELATED PARTY

         Amounts due to related parties represent shareholder loans to the
         Company of $132,740 of which $75,240 bears interest at 4 percent per
         annum. The loans are unsecured and payable on demand.

9.       Employee Benefit Plan

         The Company maintains a 401(k) profit sharing plan covering all
         eligible employees. For each plan year, The Company may contribute to
         the plan an amount of matching contributions determined at its
         discretion. No contributions were made in the years ended December 31,
         2002 and 2001.

10.      "S" Corporation Termination

         Effective January 2002 the Company and its shareholder elected to
         terminate the Company's status as an "S" Corp. and accordingly will be
         subject to Federal and New York State taxes on income.

11.      STOCK AS COMPENSATION AND SETTLEMENT OF DEBT

         The Company issues stock as compensation for services and supplies,
         valuing such issues premised upon the fair market value of the stock or
         the services, whichever is more clearly determinable.

         During the year ended December 31, 2002, the Company issued an
         aggregate of 16,977,903 shares of common stock in consideration of
         services rendered or to be rendered to the Company. Such shares were
         valued at an aggregate of $4,262,169 ranging from $0.13 to $0.39 per
         share, representing the fair market value of the shares issued. The
         issuances were recorded as non-cash compensation expense. During the
         year ended December 31, 2002 the Company exchanged 1,282,052 shares of
         the Company's common stock in settlement of accounts payable.

                                      F-13

<PAGE>

12.      INCOME TAXES

         The Company follows Statement of Financial Accounting Standards No. 109
         - Accounting for Income Taxes, which requires recognition of deferred
         tax assets and liabilities for the expected future tax consequences of
         events that have been included in the financial statements and tax
         basis. Under this method, deferred tax tax assets and liabilities are
         based on the differences between the financial statements and tax basis
         of assets and liabilities using enacted tax rates in effect for the
         year in which the differences are expected to reverse.

         The Company has a net operating loss at December 31, 2002 of
         approximately $264,000 expiring through 2017. Deferred income tax
         assets as of December 31,2002 of $92,000 as a result of net operating
         losses, have been fully offset by valuation allowances. The valuation
         allowances have been established equal to the full amounts of the
         deferred tax assets, as the Company is not assured that it is more
         likely than not that these benefits will be realized.

         A reconciliation of the statutory U.S. Federal rate and effective rates
         is as follows:

                                                   Years Ended December 31,
                                                    2002            2001(a)

         Tax Benefit Computed at Statutory Rates    (35%)               -
         Permanent Difference                        29%               -
         Income Tax Benefit Not Utilized              6%               -
                                                     ---              ----
         Net Income Tax Benefit                      -                 -
                                                     ===================

         a.       The Company was an S Corp in 2001 and accordingly was not
                  subject to federal and New York State income taxes.

12.      Commitments and Contingencies

         a.       Lease Commitments

                  The Company rents office and warehouse facilities in Long
                  Island City, New York and Culver City, California under
                  operating leases expiring in April 2004 and July 2004
                  respectively. Future minimum rental payments for 2003 and 2004
                  are $ 155,000 and $53,000, respectively. Rent expenses were
                  $165,000 and $114,000 for the years ended December 31, 2002
                  and 2001.

         b.       Contingencies

                  The Company is involved in a dispute with a former supplier
                  pertaining to the quality and timeliness of truffle products
                  shipped by the supplier. Claims against the Company have been
                  made by the supplier in excess of $2,000,000. Management
                  believes it has valid defenses and counter claims and the
                  above claim will be favorably resolved.


                                      F-14
<PAGE>