ANNUAL REPORT

                        UNITED STATES

             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C. 20549

                        Form 10-KSB

[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

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934


    For the Transition Period _______________ to __________________.

Commission File Number 000-49816


                        URBANALIEN CORPORATION
                  -----------------------------------
             (Name of small business issuer in its charter)

        Nevada                                      88-0503197
     -----------                           --------------------------
   (State or other                   (I.R.S. employer identification number)
   jurisdiction of
   incorporation or
    organization)

  5180 Orbitor Drive, Mississauga, Ontario, Canada              L4W 5L9
  -------------------------------------------------            ---------
      (Address of principal executive offices)                 (Zip code)


Issuer's telephone number: (905) 629-6677

Securities Registered Pursuant to Section 12(b) of the Act: NONE

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock
Preferred Stock

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. [X] Yes [ ] No

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

The  issuer's revenues for its most recent fiscal  year  was $0.







                          PAGE -cover-





As of the date of this filing, the Company's Common Stock is
not trading on a national exchange.

The  number  of shares outstanding of each of  the  issuer's
classes of common  equity, as of  December 31, 2002  was
18,232,500.


             DOCUMENTS INCORPORATED BY REFERENCE

If  the  following documents are incorporated by  reference,
briefly describe them and identify the part of the Form  10-
KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2)
any  proxy  or information statement; and (3) any prospectus
filed  pursuant to Rule 424(b) or (c) of the Securities  Act
of  1933 ("Securities Act").  The listed documents should be
clearly described for identification purposes (e.g.,  annual
report  to  security holders for fiscal year ended  December
24, 1990).


Transitional Small Business Disclosure Format (Check one):
                     Yes [ ]  No [X]
























                          PAGE -i-












PART I............................................................. 3

ITEM 1.  DESCRIPTION OF BUSINESS....................................3

ITEM 2.  DESCRIPTION OF PROPERTY...................................14

ITEM 3.  LEGAL PROCEEDINGS.........................................15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......15

PART II............................................................15

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..15

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.16

ITEM 7.  FINANCIAL STATEMENTS......................................19

INDEPENDENT AUDITORS' REPORT.......................................20

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.......................30

PART III...........................................................30

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
         OF THE EXCHANGE ACT.......................................30

ITEM 10. EXECUTIVE COMPENSATION....................................31

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
         SECURITY HOLDERS..........................................32

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............32

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..........................34

SIGNATURES.........................................................35














                          PAGE -ii-






PART I - ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

Urbanalien, Inc. is a Nevada corporation formed in July 2001.
Since  our inception,  we have devoted our activities to the
following:

*   Raising capital;
*   Establishing our Interactive kiosk terminals business; and
*   Developing our infrastructure.

We have never been the subject of any bankruptcy or receivership
action.  We  have  had  no material  reclassification,  merger,
consolidation,  or purchase or  sale of a  significant amount of
assets outside the ordinary course of business.

The current status of our business is as follows:

  *     We  have  not  generated any revenues from  the  deployment
  or  operation  of  our  kiosks and have a  significant  operating
  deficit.
  *    We have not developed a viable, revenue-generating
  revised business plan for the deployment and operation of
  our kiosks.
  *    We have cash available of only $11,793 and our current
  liabilities exceed current assets by $418,819.
  *    We have not identified any sources of the additional
  financing that will be required to address our current
  financial difficulties.
  *    We have no existing agreements with any content service
  providers, distributors or customers.

Our original business plan has not been executed, due to lack of
funds,  marketing,  resources  and inability to enter or support
revenue generating contracts.  We attempted deploying high-speed,
interactive kiosk terminals in theaters and similar public venues
and demonstrated that they can operate successfully. We had three
different models of kiosks deployed, as follows:  4  custom built
kiosks  which  were custom designed  for us.  The  additional two
models  are  EP1000  and  EP4000  model  casings from  E-Point in
Scotland which are not custom designed.  All the three models are
currently  running  our  Urbanalien  custom application.   All of
these  kiosks have the following features:  These kiosks have two
plasma screens, one that displays full-motion, full-screen  video
and one that is touch-screen interactive. A plasma screen uses a
liquid plasma rather than a traditional television tube to display
the pictures. Our full motion screens have the same frame rate as
television and  are  of the similar quality  and have full-screen
capability, meaning they use  the full 15  inch diagonal  with no
framing device.  Our  touch  screen not  only shows  pictures but
allows a  user  interact  with Internet based content,  fill  in
surveys, print coupons and view promotional material such as
trailers.

We had originally deployed our kiosks in three theater chains, as
follows:

Galaxy Cinemas:  The Memorandum of Understanding permitting initial
trial installation expired.  The Memorandum required us to meet the
following criteria, which were met:





                          PAGE -3-





  *    Development of the software
  *    Install and operate the kiosks
  *    Provide maintenance and error corrections

Cineplex Odean:  The Memorandum of Understanding permitting
initial trial installation expired.  The Memorandum required us to
meet the following criteria, which were met:

  *    Development of the software
  *    Install and operate the kiosks
  *    Provide maintenance and error corrections

Famous Players:  We initially entered into a memorandum of
understanding to deploy kiosks at Famous Players, however Famous
Players indicated they were not interested in entering into a
formal, revenue producing agreement because their parent company
objected because they had no control over the advertising features
of our kiosks.   We removed the kiosks in April 2002.

As  of  the  date of this registration statement, all kiosks  have
been  removed  from all theater locations as our  agreements  with
theater  chains had expired and we lacked sufficient resources  to
keep the kiosks operational or to acquire additional kiosks for  a
theater  roll  out  program.  We generated no  revenues  from  the
operations  of these kiosks.  All kiosks are currently located  in
our  office.  We are currently developing a revised business  plan
as to how to deploy our kiosks in the future.

We are currently developing a revised business plan as to  how  to
deploy our kiosks in the future.   We  are  waiting  to  secure  a
qualification for quotation on the over the counter bulletin board
before recommencing implementation  of our original business plan.
This   process  has taken   much  longer  than anticipated   which
discouraged   many   individuals   involved.  Once  our  stock  is
qualified for  quotation,   it  is   our intention  to   hire  new
salespeople and additional management and  redeploy the kiosks  as
our prior tests show that we have a  viable  business  product for
which we believe there is a market. In order to do so we  need  to
secure $450,000.  We  believe  that  being  a publicly traded  SEC
reporting company will facilitate our ability to raise these funds
as we will have market visibility and will be subject  to on-going
SEC  disclosure  requirement.  When  these  funds are secured,  we
intend  to  undertake the  following  actions to re-implement  our
business plan during the next 12 months:


Action Step                        Timing in months after we secure funding
-----------------------------       ----------------------------------------
Hire 2 individuals that                 1-2 months
have management experience
related to our industry who
will oversee sales and
operations.

Announce to our potential               3-4 months
clients such as theaters
that we are available for
business and would like to
implement a test run on
the viability of the
product for potential
roll-out in their market
place.

Secure kiosk placements                 4-8 months

Track and document the                  8-12 months
successes of the
relaunching of our product.

Build additional Kiosks as              As needed
needed based on successes
and order flow.






                          PAGE -4-





We  have  conducted  our operations since July  2001.   We  are  a
development  stage company with limited revenues  of  $9,687  from
inception  through  December  31,  2002.  From  our  inception  to
December 31, 2002, we incurred operating losses of $2,301,294 from
the  operation of our kiosks.  We have spent no funds on  research
and development.

We have no current revenue generating agreements with and have not
entered  into  any  revenue  generating contracts  or  agreements,
formal, informal, current or past, with any theater, sports  arena
or other public sites.

We   operate  a  web-site  at  www.urbanalien.com  which  provides
information about our Interactive kiosk terminals, overview of the
company  and our custom application features.  This site may  only
be  viewed  by  browsers  that  are  Flash  enabled.  Our  website
development is currently in a general introductory stage, but  has
the  site  following features:  The site employs a combination  of
sight and sound, digital imagery and audio, animated text and  3-D
renderings  to  show what our kiosks look like, describe  some  of
their features and list our contact information.

This  website was developed as part of a contract with Blir, Ltd.,
which provided significant infrastructure development services for
us in addition to website development, including:

 *    System network blueprints and documentation
 *    System reporting requirements and planning
 *    Content management analysis and planning
 *    Content distribution analysis and planning
 *    Logo design and introductory web-site
 *    Technical assistance in maintaining the website

No further services are being rendered under this agreement.
Nothing on the web-site is part of this registration statement.

We have previously had consulting agreements with the following
entities to provide the following services, which agreements
terminated on the following dates:

Name of Consultant         Affiliate:  Nature of Services         Termination
                            Yes/No          Date
------------------------------------------------------------------------------
Blir Ltd.                     No       Independent Contractor       July 31st,
                                           Agreement                   2002

Touchpoint Management Corp.   Yes      Professional Services         Dec 31st,
                                           Agreement                   2002







                                -5-





No consulting services are currently being provided to us by these
companies or any other third parties or affiliates.  We  have  not
taken any steps to locate any comparable service providers.

We have the following consulting  agreements  with  non-affiliates
currently in place:

Consulting Services Agreement dated as of November 6, 2002  for  a
one year term between UrbanAlien Corporation and Scott Bleazard.

Services provided:

    A.   Identifying  prospective strategic partners and strategic
         alliances - except reverse mergers designed to take a
         private company public;

    B.   Corporate planning, strategy and negotiations with potential
         strategic business partners and/or other general business
         consulting needs as expressed by Urbanalien;

    C.   Business development;

    D.   1934 Act filing issues;

    E.   Business strategies;

    F.   Corporate imaging advertising including print, online and
         multimedia mediums;

    G.   Development of business compensation policies;

    H.   Periodic reporting as to developments concerning the
         industry which may be relevant or of interest or concern to
         Urbanalien or Urbanalien's business;

    I.   Developing and managing Strategic Planning issues;

    J.   Providing Project Management services for various non-
         prohibited projects;

    K.   Assisting in the management of other outsource vendors;

    L.   Online content development and coordination for the
         Urbanalien's web presence;

    M.   Provide management consulting services including:
         analyzing historical operational performance, reviewing
         operational performance of Urbanalien on a monthly basis,
         making recommendations to enhance the operational
         efficiency.

    N.   Consulting on alternatives to enhance operational
         growth of Urbanalien;

    O.   Coordinating corporate administrative activities.






                          PAGE -6-






Services previously provided:  None

Number of Shares:  300,000

Consulting Services Agreement dated as of November 6, 2002 for a
one year term between UrbanAlien Corporation and Stephen Brock.

Services provided:

    A.  Identifying prospective strategic partners and strategic
        alliances - except reverse mergers designed to take a
        private company public;

    B.  Corporate planning, strategy and negotiations with potential
        strategic business partners and/or other general business
        consulting needs as expressed by Urbanalien;

    C.  Business development;

    D.  1934 Act filing issues;

    E.  Business strategies;

    F.  Corporate imaging advertising including print, online
        and multimedia mediums;

    G.  Development of business compensation policies;

    H.  Periodic reporting as to developments concerning the
        industry which may be relevant or of interest or concern to
        Urbanalien or Urbanalien's business;

    I.  Developing and managing Strategic Planning issues;

    J.  Providing Project Management services for various non-
        prohibited projects;

    K.  Assisting in the management of other outsource vendors;

    L.  Online content development and coordination for the
        Urbanalien's web presence;

    M.  Provide management consulting services including:
        analyzing historical operational performance, reviewing
        operational performance of Urbanalien on a monthly basis,
        making recommendations to enhance the operational
        efficiency.

    N.  Consulting on alternatives to enhance operational
        growth of Urbanalien;

    O.  Coordinating corporate administrative activities.

Services previously provided by Mr. Brock individually:
None.  However, Mr. Brock is the principal of
GoPublicToday.com,Inc.,
which has provided and is currently providing us services under an
agreement dated June 26, 2001 as follows:

     GoPublicToday.com's services consists of the preparation and
     filing of all required documents with regards to (1) a private
     offering conducted under Rule 504 of Regulation D registered
     by qualification in the state of Nevada and (2) the full
     registration, under Section 12(d) or 12(g) of the Securities
     Exchange Act, of the Form 10-SB; the preparation of Form 211
     to be filed with NASD, assist client with locating and
     negotiating a contract with a licensed level three market
     maker, and assisting client in answering any and all comment
     letters received from the NASD.    The services continue until
     our securities are qualified for quotation on the over the
     counter bulletin board.


Number of Shares:  500,000





                          PAGE -7-





Michael T. Williams, Esq. - Legal Services  300,000

SERVICES AGREEMENT dated November 6, 2002 for a six-month term by
and between Urbanalien Corporation and Michael T. Williams

Services provided:  assistance in the following matters:

          -    The preparation of a Forms 10K-SB, 10Q-SB, and 8-K
               for transactions not involving mergers or change in
               control
          -    The preparation of Forms 3, 4, 5, and 13D/G
          -    The preparation of 144 opinions
          -    Availability to respond to general business law
               questions

Services previously provided:  None.  However, Mr. Williams is
counsel to GoPublicToday.com, Inc.

Although this agreement has expired, Mr. Williams has orally agreed
to  provide  these  services  for an additional  6  months  without
additional compensation.

Neither our articles of incorporation nor our by-laws prohibit  us
from  changing our plan of operation to a business different  than
our planned interactive kiosk terminal operation.

PRINCIPAL PRODUCTS AND SERVICES

Our  principal  product, our kiosks, combine  in  a  single  unit,
computer  systems, telecommunication peripherals such  as  modems,
and  multimedia hardware. We have three different models of kiosks
deployed  in  trial.  Our  kiosks are connected  to  the  Internet
through a dedicated high-speed connection.

All kiosks are currently in our office but remain fully functional
using  our  custom  application.  We are  currently  developing  a
revised  business  plan  as to how to deploy  our  kiosks  in  the
future.

We  believe  we  can  use  our kiosks to derive  revenues  in  the
following manner:

  *    Sale of advertising
  *    Gathering and sale of data collected from users of kiosks
  *    Customer surveys
  *    Sale of theater and other tickets
  *    Distribution of coupons

However,  when  our kiosks were deployed, they were  not  used  to
provide  these  services.  They merely served as  remote  internet
terminals  in  order  to test our concept.  As  we  are  currently
developing a revised business plan as to how to deploy our  kiosks
in the future, we have not developed a pricing structure for these
services.  In addition, we have no plans in place for how we would
finance the acquisition of additional kiosks.

THE KIOSKS

Description of Kiosks:

We  have the following 3 models of kiosks, all of which were  used
in  our  trials.    The principal differences  between  the  three
models  described below, other than cost, are in appearance  only,
not  in  features.   The  custom designed  kiosks  are  much  more
futuristic looking as opposed to the flat panel non-custom  kiosks
as described below.  The kiosks appearance was required due to the
size  of location where deployed.  For example, the Famous Players
theatre  has  a  very  large lobby and was  very  spacious.   This
required much larger and more futuristic designed type kiosk unit.
Cineplex cinema is medium size and Galaxy is smaller theatre.




                                -8-





These  prototype  kiosks all have two screens, one  that  displays
full-motion,  full-screen  video.  This is essentially TV  quality
sound  and  picture.  The  second  is   touch-screen  interactive.
Being  touch-screen  interactive means the  bottom  screen  allows
users,  for   example, to  interact  with Internet based  content,
fill   in    surveys,  print    coupons   and   view   promotional
material  such   as trailers.

Jetson's Unit Qty 4 -used in Famous Players Cinema for the trials.

[picture]

Indoor unit

Enclosure Materials: Fiberglass, Steel, stainless steel

Dimentions:
  *    Height: 89 1/2"
  *    Depth: 24"
  *    Width: 24 1/2"

Screens:
  *    Lower screen 15" LCD touch enabled
  *    Top screen 19" CRT

Magnetic card swipe reader
3 1/2" Receipt printer

Color: Metallic, electric -blue

Average Cost per Unit:  $97,500, due to cost of custom design, and
developing prototype design casing, components, sound system,
mockup, project management, custom installation with fiber glass
material which were manufactured with custom made molds in Canada.
The total cost of these initial 4 kiosks was $ 391,027 which was
paid by our founders as we lacked the financial resources at the
time to make the purchase ourselves.

eP - 4000 Qty 4 - was used in Galaxy for the trials

Indoor unit

Enclosure Materials: Steel, stainless steel


Dimentions:
  *    Height: 88"  (60" with out the removable top screen)
  *    Depth: 17"
  *    Width: 26"

Base Plate Dimentions:
  *    Height: 1/2"
  *    Depth: 25 1/2"
  *    Width: 31 1/2"

Screens:
  *    Lower screen 15" LCD touch enabled
  *    Top screen 15" LCD

Magnetic card swipe reader
3 " Receipt printer

Color: Silver

Description:  This is a slender unit with a curvature running the
length of the enclosure.  The optional physical keyboard is
readily attached to the main housing to give greater flexibility.
The kiosk was modified locally to add the second top screen.

Average  Cost per Unit:  Approximately $22,000. The total cost  of
the  4 eP-1000 kiosks was $89,791.66, which was paid by Touchpoint
Management Corporation as we lacked the financial resources.

eP-1000 - Qty 9  was used in Cineplex cinemas for the trials







                                -9-







Indoor unit
Enclosure Materials: Steel, stainless steel

Dimensions:
  *    Height: 82"  (64" with out the removable top screen)
  *    Depth: 8"
  *    Width: 20"

Base Plate Dimentions:
  *    Height: 1/2"
  *    Depth: 26"
  *    Width: 25 1/2"

Screens:
  *    Lower screen 15" LCD touch enabled
  *    Top screen 15" LCD


Magnetic card swipe reader
3 " Receipt printer

Color: Silver

Description:  This is a slender unit with a curvature running the
length of the enclosure.  The optional physical keyboard is
readily attached to the main housing to give greater flexibility.

Average Cost per Unit:  Approximately $16,000. Total cost  of  the
nine eP-4000 kiosks is $143,914.72.

Touchpoint Management Corporation is a Canadian company founded in
1999, owned by Anila Ladha and Shamira Jaffer who are one of the
founders of Urbanalien.

Manufacture:

The original four Jetsons kiosks were custom manufactured in
Canada under the direction of
TouchPoint  Management  Corporation.  The  remaining  kiosks  were
manufactured   in  Scotland  by  an  unaffiliated   third   party.
Currently  we have no requirement to enter into further agreements
with these manufacturers.  We have no agreements in place with any
manufacturer to secure future kiosks if and when needed.

Software Design and Development:

Our custom software provides the following features:

     *    Advertising: an engine to display links to advertiser custom
     or existing content. A schedule to determine available ads and
     playback schedule.

     *    Movie trailer Component: an engine to automatically scroll
     and playback available trailers based on theatre location.

     *    Feedback: A data collection component to accumulate feedback
     pertaining to the device and specific content.

     *    Surveys: a custom survey component to collect user data
     pertaining to advertisers or content providers.

     *    Web Portal: a custom web browsing portal allowing the user to
     view and navigate permissible content.

     *    Coupons: A custom coupon component prints advertisers and
     sponsors coupons for promotions

We own this custom application.




                                -10-




Our custom software currently runs on Microsoft Windows compatible
to  run  on  standard kiosk management software  called  Catapult.
Catapult  is a kiosk management Windows based software.  It  which
provides  a  complete framework for kiosk networks, including  the
ability  to modify content off-site, content management,  security
management,  and advertising management, with secured  web  access
monitoring.

Our  custom  software can also be integrated with  existing  kiosk
management software other than Catapult.

Catapult  kiosk  management software is  developed  and  owned  by
TouchPoint   Solutions,   Inc.,   formerly   known   as   Catapult
Technologies  Corporation.   Urbanalien  pays  a  monthly  fee  of
$150.00  per kiosk when deployed.  We are not currently  incurring
these  fees  since our kiosks are not deployed at  any  locations.
Other  than this arrangement, we have no agreement with TouchPoint
Solutions,  Inc.  or any other party to provide  software  design,
development or consulting services.

TouchPoint Solutions, Inc. is a Delaware corporation that is in
software development business.  Anila Ladha and Shamira Jaffer,
our current officers and directors, own 40% of the stock and hold
the position of president and vice president of TouchPoint
Solutions, Inc.

Summary of asset acquisition transactions

In July 2001, Urbanalien issued total of  7,054,442 shares of common
stock to Anila Ladha, Shamira Jaffer, Richard Griffiths, Edward
Hamilton, Lorin Tarr, Dan Devine and TouchPoint Management Corporation
for assets.  The assets were 4 custom designed and built kiosks
described as the Jetson Units above, Urbanalien custom software
application used by the kiosks, and a small amount of computer equipment.
The 4 Jetson Unit kiosks were valued at $391,027, or approximately
$97,500 each, and the software was valued at $444,356.  $391,027
represents historical cost of the four interactive kiosks and is made
up of the cost of development mock-up,  design and constructions of the
kiosks.  $444,356 represents historical cost of software which runs on
Urbanalien kiosks.  The $11,150 of computer equipment was actual cost
of the equipment.  Historical cost recorded for the kiosks and software
was the actual amounts paid by these founders to non-related third
parties. The shares were valued at $.12 per share.  The kiosks, software
and computer equipment were acquired within two years of the date of
transfer.   Of the $846,533, approximately $800,000 represents amounts
paid to non-affiliated third parties and related third party out of
pocket costs and the remainder represents reimbursement to Mr. Richard
Griffiths for time spent on software development at rates we would
have paid to non-affiliated third parties.  A summary of these
transactions is as follows:

          ----------------------------------------
          Summary of Assets        Value of Assets
          ----------------------------------------
          Kiosks                     $  391,027.00
          CompEquip                  $   11,150.00
          Software                   $  444,356.00
                                  ----------------
                                     $  846,533.00
          ----------------------------------------




                                -11-




     ------------------------------------------------------------------
     Total Shares for Assets                     Shares        Value
     ------------------------------------------------------------------
     Anila Ladha                           2,209,825.00   $ 265,179.00
     Shamira Jaffer                        2,209,825.00     265,179.00
     Richard Griffiths                     1,869,850.00     224,382.00
     Edward Hamilton                         552,458.00      66,295.00
     Lorne Tarr and Dan Devine                 6,942.00         833.00
     Touchpoint Management Corporation       205,542.00      24,665.00

      TOTAL                                   7,054,442   $ 846,533.00
     ------------------------------------------------------------------

All shares were issued at $.12 per share.

In addition to the 4 Jetson Unit kiosks acquired for shares upon our
formation, we subsequently acquired the following additional kiosks:

       *    Four eP-1000 kiosks:  The total cost of the 4 eP-1000
            kiosks was $89,791.66, which was paid by Touchpoint
            Management Corporation as we lacked the financial
            resources at the time to make the purchase ourselves.
            We acquired these kiosks from Touchpoint Management
            Corporation for their cost of $89,791.66.  This amount
            was paid to Touchpoint Management Corporation.

       *    Nine eP-4000 kiosks: Total  cost of the  nine eP-4000
            kiosks is $143,914.72  which  was paid  by  Touchpoint
            Management  Corporation  as  we  lacked  the financial
            resources  at the time to make the purchase  ourselves.
            We  acquired  these kiosks from Touchpoint Management
            Corporation for  their cost of $143,914.72, which has
            still not been  paid  to Touchpoint Management Corporation.

Touchpoint Management Corporation is a Canadian company founded in
1999, owned by Anila Ladha and Shamira Jaffer who are one of the
founders of Urbanalien.

Content:

As we currently have no kiosks in place, we currently have no
agreements with content providers.  As we are currently developing
our revised business plan, we have not determined whether we or
third parties will be content providers when we deploy our kiosks
in the future.

Maintenance:

We have no agreements to provide maintenance as our kiosks are
currently sitting in our offices.

No Existing Agreements/Understandings with Cinema Chains:

Our kiosks are currently sitting in our offices unused.  They have
been removed from all theater locations as we no longer had the
resources to support their continued placement.

Galaxy Cinemas:  The Memorandum of Understanding permitting
initial trial installation expired in June 2002.  The Memorandum
required us to meet the following criteria, which were met:

  *    Development of the software
  *    Install and operate the kiosks
  *    Provide maintenance and error corrections




                               -12-





The kiosks were removed in early 2003.

Cineplex Odean:  The Memorandum of Understanding permitting
initial trial installation expired in August 2002.  The Memorandum
required us to meet the following criteria, which were met:

  *    Development of the software
  *    Install and operate the kiosks
  *    Provide maintenance and error corrections

The kiosks were removed in early 2003.

Famous Players:  We initially entered into a memorandum of
understanding to deploy kiosks at Famous Players, however Famous
Players indicated they were not interested in entering into a
formal, revenue producing agreement because their parent did not
want any advertising medium over which the did not have full
content control in their theaters.   We were unwilling to provide
them with full content control.  We removed the kiosks in April
2002.  We generated no revenues but incurred expenses of
approximately $25,000 in connection with that memorandum of
understanding.

We have no agreements or understandings with theater or other
locations for placement of our kiosks.  Since our inception
through March 31, 2003, we incurred losses of  $2,441,116 for
operations of the kiosks.

Marketing

We currently have no marketing budget or plans in place.

Competition

The digital media services and technology industry is highly
fragmented and competitive.

Our ability to compete effectively will depend upon our ability to
support, fund, and maintain high quality, market-driven services.
Many of our current and potential competitors have financial,
support, full infrastructure, personnel and other resources,
including brand name recognition, substantially greater than
those, as well as other competitive advantages over us.

We face competition from kiosk developers or technology companies
that support networked kiosks and theatre operators themselves.

Kiosk  development competitors include both full service and niche
companies.  Full-service kiosk development companies provide broad
developmental  content, work primarily in the work-for-hire  model
and  include  large, better funded and staffed companies  such  as
IBM,  NCR, and Endo Networks.  We cannot compete effectively  with
these  companies; however, we do not believe these  companies  are
focused  on  type  of  installation  locations  on  which  we  are
currently  focusing,  particularly  movie  theaters  and  sporting
arenas.   For  example, these companies appear to  be  focused  on
installing products in or related to ATM or banking machines.




                               -13-





Niche  interactive development companies, on the other hand, offer
a  variety of interactive content production services to the media
and  entertainment industries such as ExtendMedia  or  BCE's  Bell
ComboBox.  Instead of producing content, they could offer  content
directly on kiosks.  ExtendMedia BCE Bell are not focused on kiosk
installation  in  remote  locations and  thus  currently  are  not
believed to be significant competitors.

Theatre  owners  themselves could install networks  of  integrated
kiosks  but could, because of restrictions in their exhibitor  and
distribution   agreements  with  studios,  face  difficulties   in
securing  multiple agreements with entertainment  companies.  They
would  also  have to provide nationwide high-speed connection  and
quality  of service across the network.  Accordingly, we currently
do  not  anticipate facing competition from theater owners in  the
near future as no theaters in Canada install their own kiosks.  If
we  expand  to the US, there is only one theater chain with  their
own kiosks, which we believe is related to AMC theaters.

Product Liability

We do not anticipate carrying our own product liability insurance.
We anticipate that any agreements with content providers using our
kiosks   will  include  related  warranty  or  product   liability
insurance  and  indemnify us from claims by  customers  not  fully
satisfied with products purchased through the kiosks. As  we  have
not  yet  begun  to deploy extensive networks or locations,  there
have been no claims made against us.

Employees

We currently do not have any full-time or part time employees,
except for Ms. Landa who devotes less than 5% of her time to our
business.

RISK FACTORS

Our poor financial condition raises substantial doubt about our
ability to continue as a going concern.  You will be unable to
determine whether we will ever become profitable.

We have conducted our operations since July 2001.  We have been
at development stage with limited revenues of $9,687 from inception
through March 31, 2003.  We have incurred operating losses of
$2,441,116 from inception through March 31, 2003.

Our cash resources of $11,793 as of March 31, 2003 are sufficient
to satisfy our cash requirements to keep our business open over
the next twelve months in that we have no active operations and
are incurring no expenses.  We need $450,000 to implement our new
business plan to develop our business over the next twelve months.
In order to develop our business and become profitable, we will
need to secure additional debt or equity funding.  We hope to be
able to raise additional funds from an offering of our stock in
the future.  However, this offering may not occur, or if it occurs,
may not raise the required funding.  There are no preliminary or
definitive agreements or understandings with any party for such
financing.





                               -14-





Our  ability  to continue as a going concern is dependent  on  our
ability  to  raise  funds  to implement our  planned  development;
however we may not be able to raise sufficient funds to do so. Our
independent auditors have indicated that here is substantial doubt
about  our  ability to continue as a going concern over  the  next
twelve  months.  Our poor financial condition  could  inhibit  our
ability  to  achieve our business plan, because we  are  currently
operating  at  a  substantial loss with no operating  history  and
revenues,  an  investor cannot determine if we  will  ever  become
profitable.

We have no revenue generating contracts or agreements, written or
oral, with any customers and may not have any revenue generating
contracts or agreements in place with any customers in the future.

Because of our lack of revenue generating contracts or agreements,
written  or oral, with any customers, and the possibility that  we
may  never have any of these contracts or agreements, an  investor
cannot determine if we will ever generate revenues, implement  our
business plan or become profitable.

We are a development stage company developing, and if and when we
secure funding, continuing to implement our business plan to offer
public access  interactive kiosk  terminals  and  we have  limited
operating history; because our planned  growth is contingent  upon
receiving additional funding, you will be unable to evaluate
whether
our business will be successful.

Our business development is contingent upon raising debt or equity
funding.  We  have  no  sources of funding identified.   You  must
consider  the risks, difficulties, delays and expenses  frequently
encountered by development stage companies in our business,  which
have little or no operating history, including whether we will  be
able to overcome the following challenges:

  *    Inability to raise necessary revenue to operate for the next
       12 months or thereafter
  *    Advertising and marketing costs that may exceed our current
       estimates
  *    Unanticipated development expenses
  *    Our ability to generate sufficient revenues to offset the
       substantial costs of operating our business

Because significant up-front expenses to develop our business,  we
anticipate  that we may incur losses until revenues are sufficient
to  cover our operating costs. Future losses are likely before our
operations become profitable. As a result of our lack of operating
history,  you will have no basis upon which to accurately forecast
our:

  *    Total assets, liabilities, and equity
  *    Total revenues
  *    Gross and operating margins
  *    Operating costs




                               -15-





Accordingly,  the  proposed  business  plans  described  in   this
registration  statement  may  not  either  materialize  or   prove
successful and we may never be profitable. Also, you have no basis
upon  which to judge our ability to develop our business  and  you
will be unable to forecast our future growth.

Because we have not developed or implemented a revised business
plan for the deployment of our kiosks on a revenue generating
basis, you cannot determine whether we will ever become profitable.

Although we acquired and deployed kiosks, we did not generate any
revenues from their operation.  All kiosks are now in our office.
We are currently developing a revised business plan to redeploy the
kiosks and generate revenues.  However, because our revised
business plan has not been developed or implemented, you cannot
determine if we will ever become profitable.

Because the concept of our business plan, which we will continue to
develop if  and when  we receive funding,  involves public  access
interactive  kiosks,   a concept that has not been widely accepted
by the public,  we face  significant barriers to acceptance of our
concept and services.

Our business plan involves the continued use of interactive kiosk
terminals, initially installed in several theater locations and to
be installed in similar locations if and when we  receive adequate
funding in the future,  to  provide entertainment-related content,
information, promotions and services.   The use of the Internet is
a relatively   new  form  by which  to  provide this  information.
Traditionally,  this  type  of  information   and  concept  is not
readily   offered  at  single  point  to  the  consumers  and  the
entertainment venues have not  implemented the  concept to capture
the captivated audience in the  theatres.  Accordingly,  we   face
significant barriers prove  our  innovative concept   and overcome
in  consumer  preferences   using   the entertainment content  and
information that we offer.

If  we  secure  adequate  funding  and  continue to  implement our
business plan to  install our  public  access interactive  kiosks,
we will rely upon third parties for the mechanical development and
maintenance of our  Interactive  kiosk terminals;  any failures on
the part  of our  third party providers may inhibit  our  internet
access and the security and integrity of our software and data.

If we secure adequate funding and continue to implement our business
plan to install our public access interactive kiosks, we anticipate
that  we will rely on third parties to  maintain, house  and operate
the  Interactive  kiosk  terminals at  locations, and  servers that
host our services. Although we anticipate  that our  agreements with
these third parties will include service agreements, in  the event,
any technical  failures, the  third parties  may not comply with the
terms  of  the  service agreements.  No mechanical  development and
maintenance  agreements  are  currently  in   place.   Any service
interruptions resulting from  failures  by third  party maintenance
providers would reduce confidence in  our concepts  and services. In
addition, we anticipate that  we  will rely  upon  third  parties to
process our billings and payments due to us. Any service interruptions
by these third party  providers  due   to   computer  failures, labor
problems, or other unforeseen developments, could cause possible cash
flow  disruptions.   Any  failures  on  the part of  our  third party
providers  could reduce revenues we receive from the operation of our
Interactive  kiosk terminals at locations and servers.

Our vulnerability to security breaches, glitches and other
computer failures could harm our future business relationships,
our ability to establish our future income and our ability to
promote our brand name.

We will offer our Interactive kiosk terminal and server connection
through  Internet access. The secure transmission of  confidential
data information over public networks is a critical element of our
operations.  A  party who is able to circumvent security  measures
could    misappropriate   proprietary   information    or    cause
interruptions  in  our  operations. If we are  unable  to  prevent
unauthorized  access  to  our  users'  information,  our  customer
relationships  will  be harmed. Although we  intend  to  implement
industry-standard  security  measures,  these  measures  may   not
prevent  future  security breaches.  Heavy stress  placed  on  our
systems  could cause systems failures or operation of our  systems
at unacceptably low speeds.




                               -16-





Officers, directors and principal stockholders can exert control
over matters requiring stockholder approval.

Executive  officers, directors and holders of 5% or  more  of  our
outstanding  common  stock, namely Anila  Ladha,  Shamira  Jaffer,
Airam Capital Corporation and Richard Griffiths will hold, in  the
aggregate,   beneficially   own  approximately   54.85%   of   our
outstanding  common  stock. These stockholders  will  be  able  to
significantly  influence  all matters requiring  approval  by  our
stockholders, including the election of directors and the approval
of  significant  corporate  transactions.  This  concentration  of
ownership  may  also  have the effect of  delaying,  deterring  or
preventing a change in control and may make some transactions more
difficult or impossible without the support of these stockholders.

Our management decisions are made by our Acting Chief Executive
Officer, Anila Ladha; if we lose her services, our revenues may be
reduced.

The success of our business is dependent upon the expertise of our
Acting  Chief  Executive  Officer.  Because  Ms.  Anila  Ladha  is
essential  to  our  operations, you must rely  on  her  management
decisions.  Ms.  Ladha  will  continue  to  control  our  business
affairs.  There  is no agreement with our Acting  Chief  Executive
Officer, Ms. Anila Ladha, that would prevent her from leaving  our
company, and have not obtained any key man life insurance relating
to  her.  If we lose her services, we may not be able to hire  and
retain  another  Chief  Executive  Officer  with  comparable   and
extensive  experience.  As  a result,  the  loss  of  Ms.  Ladha's
services could reduce our revenues.

We  have recently lost the services of Mr. Steve Billinger due  to
what  we  believe to be Mr. Billinger's considering  that  it  had
taken  longer  than he had anticipated to implement  our  business
plan.

A  key officer devotes less than full time to our business.   This
may reduce our ability to generate future revenues.

Ms.  Anila Landa, our Acting CEO, devotes approximately 5% of  her
time to our business. Ms. Landa may not be able to devote the time
necessary  to  our business to assure successful  development  and
implementation of our revised business plan, which may reduce  our
ability to generate future revenues.

We are authorized to issue preferred stock which, if issued, may
adversely affect or reduce the market price of our common stock.

Our  directors are authorized by our articles of incorporation  to
issue  shares  of  preferred  stock without  the  consent  of  our
shareholders. Our preferred stock, when issued, may rank senior to
common  stock  with  respect to payment of dividends  and  amounts
received by shareholders upon liquidation, dissolution or  winding
up.  Our directors will set such preferences. The issuance of such
preferred  shares and the preferences given the preferred  shares,
do  not  need  the approval of our shareholders. The existence  of
rights, which are senior to common stock, may reduce the price  of
our common shares. We do not have any plans to issue any shares of
preferred stock at this time.




                               -17-





Because our common stock is considered a penny stock, our common
stock is considered a high-risk investment and is subject to
restrictions on marketability; you may be unable to sell your
shares.

If  our common stock becomes tradable in the secondary market,  we
may  be subject to the penny stock rules adopted by the Securities
and  Exchange Commission that require brokers to provide extensive
disclosure  to  its customers prior to executing trades  in  penny
stocks. These disclosure requirements may cause a reduction in the
trading  activity  of our common stock, which  in  all  likelihood
would  make  it  difficult  for our  shareholders  to  sell  their
securities.  For  additional  details  concerning  the  disclosure
requirements under the penny stock rules, see the section entitled
Penny Stock Considerations below.

Certain Nevada corporation law provisions could prevent a
potential takeover of us which could adversely affect the market
price of our common stock or deprive you of a premium over the
market price.

We  are incorporated in the State of Nevada. Certain provisions of
Nevada corporation law could adversely affect the market price  of
our  common  stock. Because Nevada corporation law requires  board
approval  of  a transaction involving a change in our control,  it
would  be  more  difficult for someone to acquire control  of  us.
Nevada  corporate  law also discourages proxy contests  making  it
more  difficult for you and other shareholders to elect  directors
other  than the candidate or candidates nominated by our board  of
directors.  Our articles of incorporation and by-laws  contain  no
similar provisions.

Shares eligible for future sales under Rule 144 if sold could
reduce the market price of our shares.

There  are  9,167,499  shares of our common  stock  held  by  non-
affiliates  and  9,065,000  shares of our  common  stock  held  by
affiliates that Rule 144 of the Securities Act of 1933 defines  as
restricted securities.  No shares have been sold pursuant to  Rule
144  of  the Securities Act of 1933.  Of the shares owned by  non-
affiliates, 6,167,499 are currently available for resale under the
provisions of Rule 144(k) and the remainder may be resold  without
further  registration  as they were sold  in  a  state  registered
offering  under the provisions of Rule 504 of Regulation  D.   The
remaining shares may be resold under Rule 144.  Of these remaining
shares,  2,695,000 held by an affiliate are subject to a right  of
first refusal with us.




                               -18-





In  general,  under Rule 144 as currently in effect,  any  of  our
affiliates  and  any person or persons whose sales are  aggregated
who  has  beneficially owned his or her restricted shares  for  at
least  one year, may be entitled to sell in the open market within
any  three-month  period a number of shares of common  stock  that
does  not  exceed 1% of the then outstanding shares of our  common
stock.  Sales  under Rule 144 are also affected by  limitations  on
manner  of sale, notice requirements, and availability of  current
public  information about us. Non-affiliates who have  held  their
restricted  shares  for two years are be entitled  to  sell  their
shares  under  Rule  144(k) without regard to  any  of  the  above
limitations, provided they have not been affiliates for the  three
months preceding such sale.

As  a  result of the provisions of Rule 144, all of the restricted
securities  could  be available for sale in a  public  market,  if
developed,  beginning 90 days after the date of  this  prospectus.
The  availability for sale of substantial amounts of common  stock
under  Rule  144  could reduce prevailing market  prices  for  our
securities.


PART I - ITEM 2.  DESCRIPTION OF PROPERTY

Description of Property

Our  current  business operation is conducted  from  5180  Orbitor
Drive,   Mississauga,  Ontario,  Canada,  L4W   5L9.    We   lease
approximately  2,500 square feet from 1338917  Ontario,  Inc.  The
lease  is for a term of three years, commencing the first  day  of
August  2001.   The annual rent is $30,500.00.  1338917  owns  the
property  located at 5180 Orbitor and sublets to  several  tenants
including Urbanalien and Touchpoint Management.

Our telephone number at the above location is 905 629-6677.

We  do not intend to renovate, improve, or develop properties.  We
are  not  subject  to  competitive  conditions  for  property  and
currently  have  no property to insure.  We have  no  policy  with
respect to investments in real estate or interests in real  estate
and   no  policy  with  respect  to  investments  in  real  estate
mortgages.  Further, we have no policy with respect to investments
in securities of or interests in persons primarily engaged in real
estate activities.


PART I - ITEM 3.  LEGAL PROCEEDINGS

We  are not currently involved in any legal proceedings  nor do we
have knowledge of any threatened litigation.

PART I - ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

We did not hold a shareholders meeting in 2002, thus there was no
vote of securities holders in  2002.  We  anticipate  holding  an
initial annual shareholder meeting in May, 2003.







                          PAGE -19-





PART II

PART II - ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information

There is no established public trading market for our securities
and a regular trading market may not develop, or if developed, may
not be sustained.  A shareholder in all likelihood, therefore,
will not be able to resell his or her securities should he or she
desire to do so when eligible for public resales.  Furthermore, it
is unlikely that a lending institution will accept our securities
as pledged collateral for loans unless a regular trading market
develops.  We have no plans, proposals, arrangements, or
understandings with any person with regard to the development of a
trading market in any of our securities.  However, we do
anticipate that we will have a market maker file an application to
secure a qualification for quotation of our securities on the over
the counter bulletin board once the SEC indicates they have no
further comments on this filing.

Options, Warrants, Convertible Securities

We have no options, warrants or convertible securities outstanding.

Penny Stock Considerations

Our shares will be "penny stocks" as that term is generally
defined in the Securities Exchange Act of 1934 to mean equity
securities with a price of less than $5.00.  Our shares thus will
be subject to rules that impose sales practice and disclosure
requirements on broker-dealers who engage in certain transactions
involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny
stock to anyone other than an established customer or accredited
investor must make a special suitability determination regarding
the purchaser and must receive the purchaser's written consent to
the transaction prior to the sale, unless the broker-dealer is
otherwise exempt.  Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $100,000
individually or $300,000 together with his or her spouse is
considered an accredited investor.  In addition, under the penny
stock regulations the broker-dealer is required to:

  *  Deliver, prior to any transaction involving a penny stock, a
     disclosure schedule prepared by the Securities and Exchange
     Commissions relating to the penny stock market, unless the
     broker-dealer or the transaction is otherwise exempt;
  *  Disclose commissions payable to the broker-dealer and our
     registered representatives and current bid and offer
     quotations for the securities;
  *  Send monthly statements disclosing recent price information
     pertaining to the penny stock held in a customer's account,
     the account's value and information regarding the limited
     market in penny stocks; and
  *  Make a special written determination that the penny stock is
     a suitable investment for the purchaser and receive the
     purchaser's written agreement to the transaction, prior to
     conducting any penny stock transaction in the customer's
     account.




                               -20-





Because of these regulations, broker-dealers may encounter
difficulties in their attempt to sell shares of our common stock,
which may affect the ability of selling shareholders or other
holders to sell their shares in the secondary market and have the
effect of reducing the level of trading activity in the secondary
market.  These additional sales practice and disclosure
requirements could impede the sale of our securities, if our
securities become publicly traded.  In addition, the liquidity for
our securities may be decreased, with a corresponding decrease in
the price of our securities.  Our shares in all probability will
be subject to such penny stock rules and our shareholders will, in
all likelihood, find it difficult to sell their securities.

Holders

As of the date of this registration statement, we had 87 holders
of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since
our inception and do not anticipate paying such dividends in the
foreseeable future.  We plan to retain any future earnings for use
in our business.  Any decisions as to future payments of dividends
will depend on our earnings and financial position and such other
facts, as the board of directors deems relevant.

Reports to Shareholders

As a result of filing this registration statement, we will become
subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and will file periodic reports,
proxy statements and other information with the Securities and
Exchange Commission. We intend to voluntarily send an annual
report with audited financial statements to our security holders.

Where You Can Find Additional Information

For further information about us and the shares of common stock
registered hereunder, please refer to the registration statement
and the exhibits and schedules thereto. The registration statement
and exhibits may be inspected, without charge, and copies may be
obtained at prescribed rates, at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549.  The public may
obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.  The registration statement
and other information filed with the SEC is also available at a
web site maintained by the SEC at http://www.sec.gov.


PART II - ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
 OPERATION

Overview

We have been engaged in the  business  of  deploying   high-speed,
interactive kiosk terminals in theaters and similar public venues.

We  are  waiting  to  secure  a qualification for quotation on the
over the counter bulletin board before recommencing implementation
of our original  business plan.  This  process  has   taken   much
longer than anticipated which discouraged many individuals involved.
Once our stock is qualified for quotation, it  is our intention  to
hire new salespeople and additional management and redeploy the
kiosks as our prior tests show that we have a viable business product
for which we believe there is a market.  In order to do so  we need
to secure $450,000. We believe that being a publicly traded  SEC
reporting company will facilitate our ability to raise these funds
as  we  will have market visibility  and  will  be  subject  to
on-going SEC disclosure requirement.  When these funds are secured,
we intend to undertake the following actions to re-implement our
business plan during  the  next  12 months:







                          PAGE -21-






Action Step                        Timing in months after we secure funding
-----------------------------       ----------------------------------------
Hire 2 individuals that                  1-2 months
have management experience
related to our industry who
will oversee sales and
operations.

Announce to our potential                3-4 months
clients such as theaters
that we are available for
business and would like to
implement a test run on
the viability of the
product for potential
roll-out in their market
place.

Secure kiosk placements                  4-8 months

Track and document the                   8-12 months
successes of the
relaunching of our product.

Build additional Kiosks as               As needed
needed based on successes
and order flow.


Our  goal  is to provide a fully serviced, integrated, interactive
media  network that will support advertising, content distribution
and data collection.

Since  our  inception,  we  have devoted  our  activities  to  the
following:

     *  Raising capital

         From inception to date, we  have raised $510,000 from  the
         sale of 4,500,000 shares of our common stock

     *  Securing infrastructure services

         Although  we  previously secured management  services from
         TouchPoint  Management Corporation for  a  monthly  fee of
         $12,000, the agreement terminated on December 31, 2002 and
         was not renewed.  We now provide these services ourselves.


     *  Establishing our web-site and technical services

         We  operate a web-site at www.urbanalien.com which provides
         information  about our Interactive kiosk  terminals. This
         site  may  only  be  viewed  by  browsers  that  are Flash
         enabled.  Our  website development is  as  currently  in a
         general   introductory  stage,  but   has   the following
         features:   The  site employs a combination  of  sight and
         sound,  digital imagery and audio, animated  text  and  3-D
         renderings  to  show  what our kiosks look  like, describe
         some of their features and list our contact information.


       On  July  31st 2001 we entered into an agreement with  Blir
       to  develop  our  website  and to provide  other  technical
       services.  We  issued 612,500 shares in  exchange  for  the
       development  of  the website and technical services.  These
       shares   were  valued  $73,500.  We  estimate  that  $5,000
       relates   to  the  website  and  the  balance  of   $68,500
       represents technical services received from BLIR.







                          PAGE -22-





Current Results of Operations and Financial Status

We have conducted our operations since July 2001.  We have been in
development stage with limited revenues of $9,687 from inception
through March 31, 2003.  We have incurred operating losses of
$2,441,116 from inception through March 31, 2003. We have spent
limited funds on developing trial programs and deployment of
interactive kiosk terminals but no funds have been spent on
marketing, research and development.

Our revenues were generated from participating in a promotion for Adidas
for a promotional firm, OMD/BBDO Canada at which we handed out items
such as coupons, T-shirts and bags.   In addition, we have only $11,793
of current cash available with current liabilities exceeding our current
assets by $418,819.


Year Ended December 31, 2002 and the period from July 30, 2001 (Inception)
through December 31, 2001:


Income Statement
----------------            Year Ended December            Inception through
                                       31, 2002            December 31, 2001
------------------------------------------------------------------------------

Revenues                                      0                       9,687

Operating Expenses:
Impairment                              127,125                    $854,063
Marketing and Selling                         0                       6,962
General and Administrative              298,807                   1,099,543
Cost of Revenue                          48,628                       2,978
                             -------------------    --------------------------
Net Income/(Loss)                     (474,560)                  (1,953,859)
                             -------------------    --------------------------


Of our expenses for 2002, $11,000 represents legal, financial and
marketing services in exchange for 1,100,000 shares of our common
stock.

Liquidity and Capital Resources

We have conducted our operations since July 2001.   We have been in
the development stage with limited revenues of $9,687 and operating
losses of $2,441,116 from inception through March 31, 2003. We have
spent limited funds on developing trial programs and deployment  of
interactive kiosk  terminals  but  no  funds  have  been  spent  on
marketing, research and development.

We have conducted our operations since July 2001.  We have been at
development stage with limited revenues of $9,687  from  inception
through March 31, 2003.   We have  incurred  operating  losses  of
$2,441,116 from inception through March 31, 2003.







                          PAGE -23-






Our cash resources of $11,793 as of March 31, 2003 are  sufficient
to satisfy our cash requirements to keep our business   open  over
the next twelve months in  that we have no active  operations  and
are incurring no expenses.  We need $450,000 to implement our  new
business plan to develop our business over the next twelve months.
In order to develop our business  and become profitable,  we  will
need to secure additional debt or equity funding.  We  hope  to be
able to raise additional funds from an offering  of  our  stock in
the future.  However,   this  offering  may  not  occur,  or if it
occurs, may  not   raise  the  required   funding.  There  are  no
preliminary or definitive agreements or   understandings  with any
party for such financing.

The implementation   of our business  plan  has been  delayed.   A
revised business plan has  been  developed.  The  date upon  which
we will be able to recommence  implementing  our  business plan is
uncertain.  We have no current financial resources  to   implement
our business plan.  We have no   current contracts  or  agreements
for financing.  We  have   no  current  prospects  for  generating
revenues from  our  kiosks.   Accordingly,  we  cannot  reasonably
determine if there will be future revenues   in   2003  from   our
long-lived assets consisting of its kiosks and related   software.
Accordingly, we recorded an  impairment  charge  of  $854,063  and
$127,125 at December 31, 2001  and 2002, respectively.

Our ability to continue  as a going concern is dependent  on   our
ability to raise funds  to  implement  our   planned  development;
however we may not be able to raise  sufficient  funds to  do  so.
Our independent  auditors have indicated that here  is substantial
doubt about our ability  to continue as a going  concern over  the
next twelve months. Our  poor  financial condition  could  inhibit
our ability to  achieve  our  business  plan,   because   we   are
currently operating at a   substantial   loss  with  no  operating
history and revenues,  an investor  cannot  determine  if  we will
ever become profitable.

Net cash   used  in   operating   activities for  the year   ended
December 31,  2002 compared  to  the   period  from  inception  to
December 31, 2001 was $167,862  compared  to  $55,972.   The  cash
used  in  operating   activities  was  primarily   attributable to
professional services,  consulting  services  and  the   operation
of the business  including the   deployment  of   trial  programs.
Financing activities   provided  net cash  proceeds  of   $324,000
and  $150,000  for  the year  ended   December 31,  2002  and  the
period  from   inception  through   December  31, 2001.  Cash from
financing activities  is   from  the  sale  of   our  common stock
since inception. A commission of   10% was  paid  in  cash  on our
stock sales and recorded  as a reduction   of  the  proceeds.  Net
financing activities provided  cash  proceeds of   $324,000   from
the sale of our common stock under  Rule  504  and  an  additional
$150,000   from sales of  our common  stock  under  Regulation  S.
Cash used in investing activities for  the  year  ended   December
31, 2002 compared to the period from inception  through   December
31, 2001 was $146,646 and $91,201, respectively.

In 2002, investing activities used  $146,646 to  purchase  capital
expenditures, as follows:

9 kiosks for Cineplex  rollout for  the  amount  of  $143,916  and
computer equipment for the amount of $2,730.  This is the total
cost of the nine eP-4000 kiosks which was paid  by Touchpoint
Management Corporation as we lacked the financial resources at the
time to make the purchase ourselves.  We acquired these kiosks from
Touchpoint Management Corporation for their cost of $143,914.72,
and this is included in our accounts payable as a liability owed to
a related party as of December 31, 2002.


Cash as of March 31, 2003 totaled $11,793. Our current liabilities
as of March 31, 2003 exceeded our current assets by  $418,819.  We
had no commitments for capital expenditures as of March 31,  2003.







                          PAGE -24-




PART II - ITEM 7.  FINANCIAL STATEMENTS

     The following documents (pages F-1 to F-8) form part of
the report on the Financial Statements

                                                     PAGE

Independent Auditor's Report                         F-1

Balance Sheets                                       F-2

Income Statements                                    F-3

Statement of Stockholders' Equity                    F-4

Statement of Cash Flows                              F-5

Footnotes                                            F-6



















                               -25-






INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
  Urbanalien Corporation
  Toronto, Ontario Canada

We have audited the accompanying balance sheet of Urbanalien
Corporation as of December 31, 2002, and the related statements of
operations, stockholders' equity (deficit), and cash flows for
each of the two years then ended, and the period from July 30,
2001 (Inception) through December 31, 2002.  These financial
statements are the responsibility of Urbanalien's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Urbanalien Corporation as of December 31, 2002, and the results of
its operations and its cash flows for each of the two years then
ended and for the period from July 30, 2001 (Inception) through
December 31, 2002, 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.  As discussed
in Note 2 to the financial statements, Urbanalien has incurred a
loss of $474,560 for the year ended December 31, 2002 and a loss
of $1,953,859 for the period from July 30, 2001 (Inception) through
December 31, 2001 and at December 31, 2002 had a working capital
deficit of $407,396.  Urbanalien will require additional working
capital to develop its business until Urbanalien achieves a level
of revenues adequate to generate sufficient cash flows from
operations.
These conditions raise substantial doubt about Urbanalien's ability
to
continue as a going concern.  Management's plans in regard to this
matter are also described in Note 2.  The accompanying financial
statements do not include any adjustments that might result from
the
outcome of these uncertainties.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com


March 6, 2003, except Note 8
which is dated June 28, 2003





                             -26- F-1





                      URBANALIEN CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                           BALANCE SHEET
                         December 31, 2002


                         ASSETS

Current assets
  Cash                                                            $12,319
                                                               -----------
      Total current assets                                         12,319

Property and equipment, net                                         9,877
                                                               -----------
                                                                 $ 22,196
                                                               ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                               $173,061
  Accounts payable - related party                                201,810
  Accrued expenses                                                 44,844
                                                               -----------
    Total current liabilities                                     419,715
                                                               -----------
Commitments

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock; $.001 par value, 5,000,000 authorized,
    none issued and authorized                                          -
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 18,232,500 shares issued and outstanding           18,233
  Additional paid in capital                                    2,012,667
  Deficit accumulated during the development stage             (2,428,419)
                                                               -----------
    Total Stockholders' Equity (Deficit)                         (397,519)
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $ 22,196
                                                               -----------


          See accompanying summary of accounting policies
                and notes to financial statements.











                               -27- F2







                      URBANALIEN CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF OPERATIONS
                   Year Ended December 31, 2002
  and Period from July 30, 2001 (Inception) through December 31, 2001
  and Period from July 30, 2001 (Inception) through December 31, 2002

<TABLE>
<CAPTION>
                                                 Inception through    Inception through
                                  Year Ended        December 31,         December 31,
                                 December 31,
                                     2002               2001                2002
                               --------------   -------------------   -------------------
<S>                                   <C>                 <C>                 <C>
Revenues                                 $-              $9,687              $9,687
Cost of revenues                     48,628               2,978              51,606
                               --------------   -------------------   -------------------
Gross margin (loss)                 (48,628)              6,709             (41,919)
                               --------------   -------------------   -------------------
Operating expenses:
  Impairment                        127,125             854,063             981,188
  Consulting fees                    40,109             770,672             810,781
  Professional fees                  32,366             139,047             171,413
  Management fees                         -              92,543              92,543
  Depreciation                       21,203              72,112              93,315
  General and administrative        205,129              32,131             237,260
                               --------------   -------------------   -------------------
                                    425,932           1,960,568           2,386,500
                               --------------   -------------------   -------------------
Net loss                          $(474,560)        $(1,953,859)        $(2,428,419)
                               ==============   ===================   ===================
Net loss per share:
  Basic and diluted                  $(0.03)             $(0.14)
                               ==============   ===================
Weighted average shares
  outstanding:
    Basic and diluted            17,132,774          14,152,108
                               ==============   ===================

</TABLE>

          See accompanying summary of accounting policies
                and notes to financial statements.










                               -28- F3





                      URBANALIEN CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF STOCKHOLDERS' EQUITY
                   Year Ended December 31, 2002
  and Period from July 30, 2001 (Inception) through December 31,
                               2002
<TABLE>
<CAPTION>

                                                                      Deficit
                                                                   accumulated
                                                     Additional     during the
                            Common Stock               paid in      development    Subscription
                                                       capital         stage       Receivable        Total
                          Shares          Amount
                        ------------   -----------   ------------   ------------   ------------   -----------
<S>                          <C>            <C>           <C>            <C>            <C>            <C>
Issuance of common
 stock to founders
 for assets              6,289,500         $6,289      $748,451          $-             $-          $754,740

Issuance of common
 stock to founders
 for services            2,775,500          2,776       330,285           -              -           333,061

Issuance of common
 stock for assets          764,942            765        91,028           -              -            91,793

Issuance of common
 stock for cash          1,250,000          1,250       148,750           -              -           150,000

Issuance of common
 stock for services      3,052,558          3,053       363,253           -              -           366,306

Issuance of common
 stock for cash          3,000,000          3,000       321,000           -       (324,000)                -

Net loss                         -              -             -  (1,953,859)             -        (1,953,859)

Balance,
 December 31, 2001      17,132,500         17,133     2,002,767  (1,953,859)      (324,000)         (257,959)


Stock subscription
 collections                     -              -             -           -        324,000           324,000

Issuance of common
 stock for services      1,100,000          1,100         9,900           -              -            11,000

Net loss                         -              -             -    (474,560)             -          (474,560)

Balance,
 December 31, 2002      18,232,500        $18,233    $2,012,667 $(2,428,419)            $-         $(397,519)

</TABLE>


          See accompanying summary of accounting policies
                and notes to financial statements.






                               -29- F4





                      URBANALIEN CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF CASH FLOWS
                   Year Ended December 31, 2002
  and Period from July 30, 2001 (Inception) through December 31, 2001
  and Period from July 30, 2001 (Inception) through December 31, 2002

<TABLE>
<CAPTION>

                                                                Inception through    Inception through
                                      Year Ended December 31,      December 31,        December 31,
                                                2002                    2001                2002
                                      -----------------------   ------------------   -----------------
<S>                                               <C>                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                      $(474,560)            $(1,953,859)        $(2,428,419)
Adjustments to reconcile net
  deficit to cash used by
  operating activities:
    Depreciation and amortization                21,203                  72,112              93,315
    Stock issued for services                    11,000                 699,367             710,367
    Impairment                                  127,125                 854,063             981,188
    Bad debt expense                              8,897                       -               8,897
Net change in:
  Accounts receivable                             4,312                 (13,209)             (8,897)
  Accounts payable                              174,005                 200,866             374,871
  Accrued expenses                             (39,844)                  84,688              44,844
                                      -----------------------   ------------------   -----------------
CASH FLOWS USED IN OPERATING ACTIVITIES       (167,862)                 (55,972)           (223,834)
                                      -----------------------   ------------------   -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                      (146,646)                 (91,201)           (237,847)
                                      -----------------------   ------------------   -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of stock for cash                  324,000                 150,000             474,000
                                      -----------------------   ------------------   -----------------
NET INCREASE IN CASH                              9,492                   2,827              12,319
Cash, beg. of period                              2,827                       -                   -
                                      -----------------------   ------------------   -----------------
Cash, end of period                             $12,319                  $2,827             $12,319

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                        $-                      $-                  $-
Income tax paid                                      $-                      $-                  $-

NON-CASH TRANSACTIONS:
  Acquisition of assets for
    common stock                                     $-                $846,533            $846,533

</TABLE>




          See accompanying summary of accounting policies
                and notes to financial statements.





                               -30- F5





                      URBANALIEN CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

Urbanalien Corporation ("Urbanalien")was organized to provide high
speed Internet access kiosks in movie theaters.  Urbanalien was
incorporated in Nevada on July 30, 2001.  The Company has devoted
its activities to raising capital, developing products,
establishing marketing alliances, establishing interactive kiosk
terminals and developing markets.  Urbanalien's website is
www.urbanalien.com which provides descriptions of Urbanalien's
Interactive kiosk terminals functionality.  Urbanalien has 12 high
speed Internet access kiosks established in movie theaters in the
Toronto Canada area and plans on establishing other high speed
Internet access kiosks throughout North America.

Restatements of 2002 were made.  See note 8 for details.

Use of Estimates

The   preparation  of  financial  statements  in  conformity  with
accounting principles generally accepted in the United  States  of
America  and requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at  the
date of the balance sheet.  Actual results could differ from those
estimates.

Long-Lived Assets

Property and equipment are stated at cost less accumulated
depreciation and amortization.  Depreciation is computed by
applying the straight-line method over their estimated useful
lives (three to five years).  Urbanalien performs reviews for the
impairment of long-lived assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable.  Urbanalien has incurred delays in the
implementation of its business plan.  This has caused Urbanalien
to determine its ability to earn sufficient revenues in the next
12 months is impaired, therefore management determined its long-
lived assets had become impaired and recorded an impairment charge
of $854,063 and $127,125 for the period ended December 31, 2001
and 2002, respectively.  See note 8 for details on December 31,
2002.

Software Capitalization

Urbanalien adopted Statement of Position (SOP) 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use."  In accordance with this standard, certain direct
development costs associated with internal-use software are
capitalized, including external direct costs of material and
services, and payroll costs for employees devoting time to the
software projects.  These costs are amortized over a period not to
exceed five years beginning when the asset is substantially ready
for use.  Costs incurred during the preliminary project stage, as
well as maintenance and training costs, are expensed as incurred.




                               -31- F6





Foreign Currency

Urbanalien  has  the  U.S.  dollar designated  as  its  functional
currency.  Financial statements are remeasured to U.S. dollars for
reporting  purposes using current rates of exchange  for  monetary
assets  and  liabilities  and historical  rates  of  exchange  for
nonmonetary  assets and related elements of expense.  Revenue  and
other  expense  elements are remeasured at rates that  approximate
the rates in effect on the transaction dates.  Remeasurement gains
and losses are included in other income and expense.

Revenue Recognition

Urbanalien recognizes revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is
fixed or determinable and collectibility is probable.

Urbanalien recognizes revenue from the sale of advertising related
products and services like interactive advertising, studio
promotion, and event management as the services are performed.

Urbanalien maintains allowances for doubtful accounts on its
accounts receivable for estimated losses resulting from the
inability of its customers to make required payments.  If the
financial condition of Urbanalien's customers and others were to
deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.

Accounts receivable other related to an agreement to reimburse
Urbanalien for certain professional fees.  Urbanalien recorded bad
debt expense of $8,897 from this arrangement.

Income Taxes

Urbanalien accounts for income taxes under the asset and liability
approach.  The asset and liability approach is used to recognize
deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts
and the tax bases of assets and liabilities.  Urbanalien records a
valuation allowance to reduce the deferred tax assets to the
amount that is more likely than not to be realized.

Stock-Based Compensation

Urbanalien accounts for stock-based compensation under the
intrinsic value method.  Under this method, Urbanalien recognizes
no compensation expense for stock options granted when the number
of underlying shares is known and exercise price of the option is
greater than or equal to the fair market value of the stock on the
date of grant.

Urbanalien accounts for non-cash stock-based compensation issued
to non-employees in accordance with the provisions of SFAS No. 123
and EITF No. 96-18, Accounting for Equity Investments That Are
Issued to Non-Employees for Acquiring, or in Conjunction with
Selling, Goods or Services.

Basic Loss Per Common Share

Basic  loss  per share has been calculated based on  the  weighted
average  number of shares of common stock outstanding  during  the
period.




                               -32- F7





Recent Accounting Pronouncements

Urbanalien  does  not  expect  the  adoption  of  recently  issued
accounting  pronouncements  to have a significant  impact  on  the
Company's results of operations, financial position or cash flow.


NOTE 2 - Going Concern

Urbanalien is a development stage entity with limited operations.
For the year ended December 31, 2002, Urbanalien incurred a loss
totaling $474,560 and a loss of $1,953,859 for the period from
July 30, 2001 (Inception) through December 31, 2001 and at
December 31, 2002 had a capital deficit of $397,519.  Because of
these factors, Urbanalien will require additional working capital
to develop its business operations.

Urbanalien intends to raise additional working capital either
through private placements, public offerings and/or bank
financing.  As of March 6, 2003, Urbanalien had not entered into
any financing or equity transactions.

There are no assurances that Urbanalien will be able to either (1)
increase its operations and achieve a level of revenues adequate
to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placement, public
offerings and/or bank financing necessary to support Urbanalien's
working capital requirements.  To the extent that funds generated
from any private placements, public offerings and/or bank
financing are insufficient, Urbanalien will have to raise
additional working capital.  No assurance can be given that
additional financing will be available, or if available, will be
on terms acceptable to Urbanalien.  If adequate working capital is
not available Urbanalien may not increase its operations.

These conditions raise substantial doubt about Urbanalien's
ability to continue as a going concern.  The financial statements
do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should
Urbanalien be unable to continue as a going concern.


NOTE 3 - Property and Equipment

Property and equipment consisted of the following at December 31:


                                                                 2002
                                                            --------------
  Computer equipment                                           $ 15,290
  Kiosks                                                        624,734
  Kiosk software                                                444,356
                                                            --------------
                                                              1,084,380
  Less: Accumulated depreciation and amortization              (947,378)
                                                            --------------
                                                               $137,002
                                                            ------- -------

Depreciation and amortization expense totaled $21,203 and $72,112
in 2002 and 2001, respectively.  As stated above, Urbanalien recorded
an impairment charge of $854,063 and $127,125 for the period ended
December 31, 2001 and 2002, respectively.




                               -33- F8





NOTE 4 - RELATED PARTY TRANSACTIONS

Related party transactions for 2002 and for period from July 30,
2001 (inception) through December 31, 2001 are as follows:

In May 2002, Urbanalien amended its agreement with an entity owned
by two officers and shareholders, who also devote time to that
entity, for the use of office furniture, reception facilities,
general office functions like record keeping and payroll service
and telephone and Internet connections.  The agreement is for
$12,000 per month from May 1, 2002 through December 31, 2004.  As
of December 31, 2002, $158,442 was recorded in accounts payable.
Urbanalien recorded $13,950 as telephone expenses, $63,210 as
office expenses, which are recorded as general and administrative
expenses for financial reporting purposes and $24,480 of
accounting fees which are recorded as professional fees for
financial reporting purposes under this agreement for the year
ended December 31, 2002.  In October 2002, Urbanalien suspended
this agreement until its operations require these services.
Urbanalien recorded $92,543 as management fees under this
agreement for the period ended December 31, 2001.  Urbanalien has
$158,443 recorded in accounts payable - related party under this
agreement.

In July 2001, Urbanalien issued 6,289,500 shares of common stock
to its founders for assets.  The assets were kiosks and the
software used by the kiosks.  The kiosks were valued at $310,384
and the software was valued at $444,356.  The kiosks and software
were valued at the founders cost and were assembled and written by
unrelated third parties for the founders.

In July 2001, Urbanalien issued 2,775,500 shares of common stock
to its founders for services.  The services included the formation
of Urbanalien, formulation of a business plan, preparation of a
budget and other business and financial consulting that were
valued at $333,061 or the fair valued of the services performed.
The $333,061 was included in consulting fees during 2001.

Urbanalien paid a related entity owned by two officers and
shareholders, who also devote time to that entity, $89,792 for
kiosks.

In August 2001, Urbanalien entered into a one year agreement with
an entity owned by the CTO, who also devotes time to that entity,
for the development of Urbanalien's website and technical
assistance in maintaining the website.  The entity will provide
technical assistance for the website through August 2002.  The
agreement is for 612,500 shares of common stock or $73,500 the
fair value of the services, which was recorded in consulting
expense for the period ended December 31, 2001.  Urbanalien has
$30,519 recorded in accounts payable - related party under this
agreement.


NOTE 5 - STOCKHOLDERS' EQUITY

The initial authorized capital of Urbanalien consisted of
50,000,000 shares at $.001 par value common stock and 5,000,000
shares of $.001 par value preferred stock.

In December 2002, Urbanalien issued 1,100,000 shares of common
stock for legal, financial and marketing services.  The services
were valued at $11,000 or $0.01 per share.  1,000,000 of the
shares were issued to the former chief executive officer of
Urbanalien.




                               -34- F9






In  July 2001, Urbanalien issued 6,289,500 shares of common  stock
to  Urbanalien's founders in payment for kiosks valued at $310,384
and  software valued at $444,356 or $754,740 or $0.12  per  share.
The  assets  were valued at the founders cost.  The founders  cost
was based on amounts paid to non-related third parties.

In  July 2001, Urbanalien issued 2,775,500 shares of common  stock
to  Urbanalien's founders for services.  The services were  valued
at  $333,060  or  $0.12  per  share.  The  services  included  the
formation   of   Urbanalien,  formulation  of  a  business   plan,
preparation   of  a  budget  and  other  business  and   financial
consulting.

In July 2001, Urbanalien issued 764,942 shares of common stock for
a kiosk valued at $91,793 or $0.12 per share.

In  July through October 2001, Urbanalien issued 1,250,000  shares
of common stock for cash proceeds of $150,000 or $0.12 per share.

In July 2001, Urbanalien approved entering into various consulting
agreements  for  legal, financial and marketing services,  whereby
the  consultants would be issued 3,052,558 shares of  Urbanalien's
common  stock for services to be rendered to Urbanalien from  July
2001  through August 2002.  Urbanalien recorded consulting expense
of  $366,306  or  the fair value of the services  provided  during
2001.

In December 2001, Urbanalien issued 3,000,000 shares of common
stock for cash proceeds of $324,000, net of commission of $36,000
or $0.12 per share.  The cash was received by Urbanalien in
January 2002.


NOTE 6 - INCOME TAXES

For  the  period ended December 31, 2002, Urbanalien incurred  net
losses and, therefore, has no tax liability.  The net deferred tax
asset generated by the loss carry-forward has been fully reserved.
The  cumulative net operating loss carry-forward is  approximately
$1,439,000 at December 31, 2002, and will expire in the year 2021.

Deferred income taxes consist of the following at December 31:

                                            2002
  Long-term:                             ------------
    Deferred tax assets                    $489,000
    Valuation allowance                    (489,000)
                                         ------------
                                           $      -
                                         ------------

NOTE 7 - COMMITMENTS

Urbanalien leases office facilities under a non-cancelable
operating lease with a term from May 2002 through July 2004.

Future minimum rent payments are $48,000 for 2003 and $28,000 for
2004.

Rent expense was $50,260 and $20,000 for the year ended December
31, 2002 and for the period from July 30, 2001 (Inception) through
December 31, 2001.

NOTE 8 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In 2003, management determined the carrying value of Urbanalien's
kiosks and software exceeded the fair value by $127,125 as of
December 31, 2002, resulting in a full impairment.  The following
restates the balance sheet and statement of operations as of and
for the year ended December 31, 2002.





                             -35- F-10





A summary of the restatements are as follows:

                                       Previously    Increase
As of December 31, 2002:                 Stated     (Decrease)    Restated
                                     ------------  -----------   ------------
Balance Sheet:
Cash                                 $    12,319                 $   12,319
Property & equipment, net                137,002   $ (127,125)        9,877
                                     ------------  -----------   ------------
Total assets                         $   149,321   $ (127,125)   $   22,196
                                     ============  ===========   ============

Accounts payable                     $   173,061                 $  173,061
Accounts payable - related parties       201,810                    201,810
Accrued expenses                          44,844                     44,844
Preferred stock                                -                          -
Common stock                              18,233                     18,233
Additional paid in capital             2,012,667                  2,012,667
Deficit accumulated during the
 development stage                    (2,301,294)  $ (127,125)   (2,428,419)
                                     ------------  -----------   ------------
Total liabilities and equity         $   149,321   $ (127,125)   $   22,196
                                     ============  ===========   ============
For the year ended December 31, 2002:
Statement of Operations:

Cost of revenues                     $    48,628                 $   48,628
Impairment                                         $  127,125       127,125
Consulting fees                           40,109                     40,109
Professional fees                         32,366                     32,366
Depreciation                              21,203                     21,203
General and administrative               205,129                    205,129
                                     ------------  -----------   ------------
Net loss                             $ ( 347,435)  $ (127,125)   $( 474,560)
                                     ============  ===========   ============
Net loss per common share:
 Basic and diluted                   $      (.02)  $     (.01)   $     (.03)

Weighted average common shares
 Outstanding:
 Basic and diluted                    17,132,774                  17,132,774

















                             -36- F-11




PART II - ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE

None--Not Applicable


PART III

PART III - ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
    CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
                        EXCHANGE ACT

The names, ages and positions of the Company's directors and
executive officers are as follows:

Name                  Age         Position
-------------------------------------------------------------------
Anila Ladha            46         Acting Chief Executive Officer,
                                  Secretary, Director, CFO
                                  and principal accounting officer

Shamira Jaffer         42         Treasurer, Director, COO
-------------------------------------------------------------------

Anila  Ladha is a Secretary, Director and Chief Financial officer,
who offers management services on as needs basis to us as part  of
a   Professional  Service  Agreement  with  TouchPoint  Management
Corporation. In this capacity, Ms Ladha devotes approximately  80%
of  her  time  to our business.  Anila is a founding  partner  and
President  of  BMS Business Management Services Corporation  since
January  1987  to  present,  and  founding  partner  and  CFO   of
TouchPoint  Management Corporation from October 1999  to  present.
BMS  Business Management Services Corporation provided  accounting
and  management  consulting services, network solutions,  software
implementation and training and integration.

Shamira Jaffer, Treasurer, Director, Chief Operating Officer,  who
offers  management services on as needs basis to us as part  of  a
Professional   Service   Agreement  with   TouchPoint   Management
Corporation. In this capacity, Ms Jaffer devotes approximately  5%
of  her time to our business. Ms Jaffer was the Vice President  of
Business  Development  and  a founding  partner  of  BMS  Business
Management Services Corporation from January 1987 to present,  and
COO  of  TouchPoint Management Corporation from  October  1999  to
present. Ms Jaffer studied at SFU in British Columbia and received
her  B.A  in  Linguistics  and Philosophy  at  the  University  of
Alberta.

As of February 2003, we lost the services of Mr.  Steve  Billinger
due to what we believe to be Mr. Billinger's  considering that  it
had taken longer than he had anticipated to implement our business
plan.  All consulting, employment or  other  relationships,  past,
current or future, with Mr. Steve  Billinger  were  rescinded   by
Urbanalien.  All   1,000,000   shares  previously  issued  to  Mr.
Billinger for consulting services never rendered were   cancelled.
This  rescission  was  oral,  We  have  the  following  consulting
agreements  with  non-affiliates currently in place:

Consulting Services Agreement dated as of November 6, 2002  for  a
one year term between UrbanAlien Corporation and Scott Bleazard.

Services provided:

    A.   Identifying  prospective strategic partners and strategic
         alliances - except reverse mergers designed to take a
         private company public;

    B.   Corporate planning, strategy and negotiations with potential
         strategic business partners and/or other general business
         consulting needs as expressed by Urbanalien;

    C.   Business development;

    D.   1934 Act filing issues;





                                -37-







    E.   Business strategies;

    F.   Corporate imaging advertising including print, online and
         multimedia mediums;

    G.   Development of business compensation policies;

    H.   Periodic reporting as to developments concerning the
         industry which may be relevant or of interest or concern to
         Urbanalien or Urbanalien's business;

    I.   Developing and managing Strategic Planning issues;

    J.   Providing Project Management services for various non-
         prohibited projects;

    K.   Assisting in the management of other outsource vendors;

    L.   Online content development and coordination for the
         Urbanalien's web presence;

    M.   Provide management consulting services including:
         analyzing historical operational performance, reviewing
         operational performance of Urbanalien on a monthly basis,
         making recommendations to enhance the operational
         efficiency.

    N.   Consulting on alternatives to enhance operational
         growth of Urbanalien;

    O.   Coordinating corporate administrative activities.


Services previously provided:  None

Number of Shares:  300,000

Consulting Services Agreement dated as of November 6, 2002 for a
one year term between UrbanAlien Corporation and Stephen Brock.

Services provided:

    A.  Identifying prospective strategic partners and strategic
        alliances - except reverse mergers designed to take a
        private company public;

    B.  Corporate planning, strategy and negotiations with potential
        strategic business partners and/or other general business
        consulting needs as expressed by Urbanalien;

    C.  Business development;

    D.  1934 Act filing issues;





                                -38-






    E.  Business strategies;

    F.  Corporate imaging advertising including print, online
        and multimedia mediums;

    G.  Development of business compensation policies;

    H.  Periodic reporting as to developments concerning the
        industry which may be relevant or of interest or concern to
        Urbanalien or Urbanalien's business;

    I.  Developing and managing Strategic Planning issues;

    J.  Providing Project Management services for various non-
        prohibited projects;

    K.  Assisting in the management of other outsource vendors;

    L.  Online content development and coordination for the
        Urbanalien's web presence;

    M.  Provide management consulting services including:
        analyzing historical operational performance, reviewing
        operational performance of Urbanalien on a monthly basis,
        making recommendations to enhance the operational
        efficiency.

    N.  Consulting on alternatives to enhance operational
        growth of Urbanalien;

    O.  Coordinating corporate administrative activities.

Services previously provided by Mr. Brock individually:
None.  However, Mr. Brock is the principal of
GoPublicToday.com,Inc.,
which has provided and is currently providing us services under an
agreement dated June 26, 2001 as follows:

     GoPublicToday.com's services consists of the preparation and
     filing of all required documents with regards to (1) a private
     offering conducted under Rule 504 of Regulation D registered
     by qualification in the state of Nevada and (2) the full
     registration, under Section 12(d) or 12(g) of the Securities
     Exchange Act, of the Form 10-SB; the preparation of Form 211
     to be filed with NASD, assist client with locating and
     negotiating a contract with a licensed level three market
     maker, and assisting client in answering any and all comment
     letters received from the NASD.    The services continue until
     our securities are qualified for quotation on the over the
     counter bulletin board.


Number of Shares:  500,000

Michael T. Williams, Esq. - Legal Services  300,000

SERVICES AGREEMENT dated November 6, 2002 for a six-month term by
and between Urbanalien Corporation and Michael T. Williams

Services provided:  assistance in the following matters:

          -    The preparation of a Forms 10K-SB, 10Q-SB, and 8-K
               for transactions not involving mergers or change in
               control
          -    The preparation of Forms 3, 4, 5, and 13D/G
          -    The preparation of 144 opinions
          -    Availability to respond to general business law
               questions

Services previously provided:  None.  However, Mr. Williams is
counsel to GoPublicToday.com, Inc.

Although this agreement has expired, Mr. Williams has orally agreed
to  provide  these  services  for an additional  6  months  without
additional compensation.

Family Relationships

There are no family relationships among our officers, directors,
or persons nominated for such positions.





                               -39-





Legal Proceedings

No   officer,  director,  or  persons  nominated  for   such
positions,  promoter  or  significant  employee   has   been
involved in legal proceedings that would be material  to  an
evaluation of our management.

Section  16(a) of the Securities Exchange Act  of  1934,  as
amended, requires our directors and executive officers,  and
persons  who beneficially own more than 10% of a  registered
class   of  our  equity  securities,  to  file  reports   of
beneficial ownership and changes in beneficial ownership  of
our securities with the SEC on Forms 3 (Initial Statement of
Beneficial Ownership), 4 (Statement of Changes of Beneficial
Ownership   of  Securities)  and  5  (Annual  Statement   of
Beneficial  Ownership of Securities).  Directors,  executive
officers  and  beneficial owners of more  than  10%  of  our
Common  Stock are required by SEC regulations to furnish  us
with  copies  of  all Section 16(a) forms  that  they  file.
Except as otherwise set forth herein, based solely on review
of  the  copies  of such forms furnished to us,  or  written
representations  that no reports were required,  we  believe
that  for the fiscal year ended December 31, 2002 beneficial
owners  complied  with  Section  16(a)  filing  requirements
applicable  to  them  to  the extent  they  had  no  trading
activity in 2002.  Form 5's have now been filed.

PART III - ITEM 10.  EXECUTIVE COMPENSATION

The  following table sets forth summary information concerning the
compensation  received  for services rendered  to  us  during  the
fiscal  year  ended  December  31, 2001  by  our  Chief  Executive
Officer.    No   other   executive  officers  received   aggregate
compensation during our last fiscal year that exceeded,  or  would
exceed on an annualized basis, $100,000.

Name                Position     Year               Salary
-----------------------------------------------------------------
Richard Griffiths   CEO          2001               $84,217 [1]
                                 2002               $10,570
-----------------------------------------------------------------

[1]  Includes shares valued at $46,000 issued for services for
     software development.

No other annual compensation, including a bonus or other form of
compensation; and no long-term compensation, including restricted
stock awards, securities underlying options, LTIP payouts, or
other form of compensation, were paid to Mr. Griffiths or any
other current officers or directors during this period.

Employment Contracts or Arrangements

We do not have employment agreements.  We have no agreements to
pay any of our officers any compensation and none of our officers,
except as set forth above, has been paid any compensation in 2002.


Board Compensation

Members of our board of directors do not receive cash compensation
for  their  services  as directors, although  some  directors  are
reimbursed for reasonable expenses incurred in attending board  or
committee meetings.








                               -40-






PART III - ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
                      SECURITY HOLDERS

The  following tables set forth the ownership, as of the  date  of
this  registration statement, of our common stock by  each  person
known  by  us to be the beneficial owner of more than  5%  of  our
outstanding  common  stock,  our  directors,  and  our   executive
officers  and directors as a group.  To the best of our knowledge,
the  persons  named  have sole voting and  investment  power  with
respect to such shares, except as otherwise noted.  There are  not
any pending or anticipated arrangements that may cause a change in
control of our company.


   Name                           Number of Shares  Percentage
   ------------------------------------------------------------
   Anila Ladha                         3,185,000      17.47%
   5180 OrbitorDrive,
   Mississauga, L4W 5L9

   Shamira Jaffer                      3,185,000      17.47%
   5180 OrbitorDrive,
   Mississauga, L4W 5L9

   Richard Griffiths (1)               2,695,000      14.78%
   965 Bay Street, Suite 2005
   Toronto, Ontario, M5L 2S5

   Airam Capital Corporation (2)         935,000       5.13%
   10011-123 St. NW, Suite 2303
   Edmonton, Alberta, Canada
   T5N 1M9
   -----------------------------------------------------------
   All directors and named             6,370,000      34.94%
   executive officers as a group
   (2 persons)
   -----------------------------------------------------------

(1)   Shares  subject to right of first refusal  so  long  as  Mr.
Griffiths  remains an affiliate, meaning a person  who  owns  more
than  5%   percent of our common stock.  He must  give  notice  of
intended  sale to us.  We can buy at the greater of book value  or
$.12  per  share if there is no market for our stock  and  at  the
average  10 day trading price if there is a market for our  stock.
Other   than  stock  ownership,  Mr.  Girffiths  has  no   current
relationship with us.

(2)  Mr. Aldo Rotondi is the principal of Airam Capital
Corporation.

This  table  is  based  upon information derived  from  our  stock
records. Unless otherwise indicated in the footnotes to this table
and  subject  to  community  property laws  where  applicable,  it
believes  that  each of the shareholders named in this  table  has
sole  or  shared voting and investment power with respect  to  the
shares indicated as beneficially owned. Applicable percentages are
based  upon  18,232,500 shares of common stock outstanding  as  of
April 15, 2003.





                             -41-





PART III - ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related party transactions for the period from July 30, 2001
inception) through December 31, 2002 are as follows:

In July 2001, Urbanalien issued total of 7,054,442  shares of
common stock to Anila Ladha, Shamira Jaffer, Richard Griffiths,
Edward Hamilton, Lorin Tarr, Dan Devine and TouchPoint Management
Corporation for assets.  The assets were 4 custom designed and
built kiosks, Urbanalien  custom software application used by
the kiosks, and a small amount of computer equipment.  The 4
kiosks were valued at $391,027, or approximately $97,500 each, and
the software was valued at $444,356.  $391,027 represents
historical cost of the four interactive kiosks and is made up of
the cost of development mock-up,  design and constructions of the
kiosks.  $444,356 represents historical cost of software which
runs on Urbanalien kioks.  The $11,150 of computer equipment was
actual cost of the equipment.  Historical cost recorded for the
kiosks and software was the actual amounts paid by these founders
to non-related third parties. The shares were valued at $.12 per
share.  The kiosks, software and computer equipment were acquired
within two years of the date of transfer.  Of the $846,533,
approximately $800,000 represents amounts paid to non-affiliated
third parties and related out of pocket costs and the remainder
represents reimbursement to Mr. Richard Griffiths for time spent
on software development at rates we would have paid to
non-affiliated third parties.  A summary of these transactions
is as follows:


          ---------------------------------------
          Summary of Assets      Value of Assets
          ---------------------------------------
          Kiosks                  $  391,027.00
          CompEquip               $   11,150.00
          Software                $  444,356.00
                                  $  846,533.00
          ---------------------------------------



     ----------------------------------------------------------------------
     Total Shares for Assets                    Shares            Value
     ----------------------------------------------------------------------

     Anila Ladha                             2,209,825.00     $ 265,179.00
     Shamira Jaffer                          2,209,825.00       265,179.00
     Richard Griffiths                       1,869,850.00       224,382.00
     Edward Hamilton                           552,458.00        66,295.00
     Lorne Tarr and Dan Devine                   6,942.00           833.00
     Touchpoint Management Corporation         205,542.00        24,665.00

      TOTAL                                     7,054,442     $ 846,533.00
     ----------------------------------------------------------------------

In  July 2001, we issued 2,861,058 shares of common stock  to  our
founders for services.  The services included the formation of our
business  and  operating corporation, formulation  of  a  business
plan,  preparation  of a budget and other business  and  financial
consulting  that were valued at $333,061 or $.12  per  share,  the
fair valued of the services performed.  The shares were issued  as
follows:

     -----------------------------------------------------------
     Total Shares for Services        Shares           Value
     -----------------------------------------------------------
     Anila Ladha                    975,175.00     $ 117,021.00
     Shamira Jaffer                 975,175.00       117,021.00
     Richard Griffiths              825,150.00        99,018.00
     TOTAL                           2,861,058     $    343,327
     -----------------------------------------------------------

In  addition,  in  July 2001 we also issued Touchpoint  Management
Corporation an additional 90,708.00 shares valued at $10,885.00 or
$.12 per share for similar services.

The total cost of the 4 eP-1000 kiosks was $89,791.66, which was
paid by Touchpoint Management Corporation as we lacked the
financial resources at the time to make the purchase ourselves.
We acquired these kiosks from Touchpoint Management Corporation
for their cost of $89,791.66. We paid cash for these kiosks.

Total  cost of the  nine eP-4000 kiosks is $143,914.72  which  was
paid  by  Touchpoint  Management  Corporation  as  we  lacked  the
financial  resources  at the time to make the purchase  ourselves.
We  acquired  these kiosks from Touchpoint Management  Corporation
for  their cost of $143,914.72, which has still not been  paid  to
Touchpoint Management Corporation.





                             -42-





Touchpoint Management Corporation is a Canadian company founded in
1999, owned by Anila Ladha and Shamira Jaffer who are one of the
founders of Urbanalien.

In   August  2001,  Urbanalien  entered  into  an  agreement  with
Touchpoint Management Corporation, an entity owned by two officers
and shareholders, who also devote time to that entity, for general
office  functions  like  record keeping and  payroll  service  and
telephone,  accounting  and  office  internet  connections.    The
agreement  was for $14,000 per month from August 1,  2001  through
December  31, 2002.  As of December 31, 2002 $36,000 was  recorded
in  accounts payable.  The agreement expired on December 31,  2002
and was not renewed.


Catapult kiosk management software used in our kiosks is developed
and  owned  by  TouchPoint  Solutions,  Inc.,  formerly  known  as
Catapult Technologies Corporation.  Urbanalien pays a monthly  fee
of  $150.00  per  kiosk  when  deployed.   We  are  not  currently
incurring  these  fees since our kiosks are not  deployed  at  any
locations.

TouchPoint Solutions, Inc is a Delaware Corporation who is in
software development business.  Anila Ladha and Shamira Jaffer own
40% of the stock of Urbanalien  and holds the position of
president and vice president.

In August 2001, Urbanalien entered into an agreement with Blir
Ltd., an entity which at the time was owned by our then CTO, Mr.
Joey Dyer, now resigned, who also devoted time to that entity,
and other members of his family, for the following services:

  *    System network blueprints and documentation
  *    System reporting requirements and planning
  *    Content management analysis and planning
  *    Content distribution analysis and planning
  *    Logo design and introductory web-site
  *    Development of Urbanalien's website
  *    Technical assistance in maintaining the website

Urbanalien issued Blir 612,500 shares of common stock or $73,500
which represents the fair value of these services and which was
recorded in consulting expense for the period ended December 31,
2001.  Urbanalien has not made any cash payments to Blir.  No
further services are being rendered by Blir.

On July 21 2001, Urbanalien received an assignment of its domain
name from Touchpoint for no consideration.   The reason for this
assignment and the fact that no consideration was paid is that an
error was made by the entity assigning domain names.  Touchpoint
registered our domain name an another, separate domain name for
itself at the same time.  However, instead of the entity issuing
one name to us and the other to Touchpoint, it issued both to
Touchpoint.  When the error was discovered by Touchpoint in July
2001, it assigned us the name for no consideration.  Touchpoint
paid approximately $70 for the domain name assigned.

As of February 2003, we lost the services of Mr. Steve Billinger
due to what we believe to be Mr. Billinger's considering that it
had taken longer than he had anticipated to implement our business
plan.  All consulting, employment or other relationships, past,
current or future, with Mr. Steve Billinger were rescinded by
Urbanalien.  All 1,000,000 uncertificated shares previously issued
to Mr. Billinger for consulting services never rendered were
cancelled.  This rescission was oral, and there is no written
agreement concerning these matters.

2,695,000 shares owned by Mr. Richard Griffiths, our former CEO,
are subject to right of first refusal so long as Mr. Griffiths
remains an affiliate, meaning a person who owns more than 5%
percent of our common stock.  He must give notice of intended
sale to us.  We can buy at the greater of book value or $.12 per
share if there is no market for our stock and at the average 10
day trading price if there is a market for our stock.  Other than
stock ownership, Mr. Girffiths has no current relationship with
us.






                             -43-





PART III - ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

None. - Not Applicable.

PART III - ITEM 14.  CONTROLS AND PROCEDURES

Within  90 days prior to the date of filing of this  report,
we carried out an evaluation, under the supervision and with
the  participation  of our management, including  the  Chief
Executive  Officer  (who  also  effectively  serves  as  our
Principal Financial Officer), of the design and operation of
our  disclosure  controls  and procedures.   Based  on  this
evaluation, our Chief Executive Officer concluded  that  our
disclosure  controls and procedures are  effective  for  the
gathering, analyzing and disclosing the information  we  are
required  to  disclose  in the reports  we  file  under  the
Securities  Exchange Act of 1934, within  the  time  periods
specified in the SEC's rules and forms.  There have been  no
significant  changes in our internal controls  or  in  other
factors  that  could significantly affect internal  controls
subsequent to the date of this evaluation.

































                          PAGE -44-





                         SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by  the
undersigned, thereunto duly authorized.

                   UrbanAlien Corporation
               ------------------------------
                        (Registrant)


     Signature                   Title                         Date
   ------------             ---------------                 ----------


/s/ Anila Ladha          Chief Executive Officer           July 28, 2003
--------------------     Chief Accounting Officer
Anila Ladha              and Chief Financial Officer



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


     Signature                   Title                         Date
   ------------             ---------------                 ----------


/s/ Anila Ladha           President,                       July 28, 2003
--------------------      Chief Executive Officer
Anila Ladha               and Chief Financial Officer


/s/ Shamira Jaffer             Director                    July 28, 2003
----------------------
Shamira Jaffer

























                          PAGE -45-





                          CERTIFICATIONS

     I, Anila Ladha, certify that:

  1.I have reviewed this amended annual report on Form 10-KSB/A of
     URBANALIEN CORPORATION;

  2.Based on my knowledge, this amended 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
     amended annual report; and

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

  4.I am responsible for establishing and maintaining disclosure
     controls and procedures for the issuer and have:

     (i)    Designed such disclosure controls and procedures to
       ensure that material information relating to the issuer is
       made known to me, particularly during the period in which
       the periodic reports are being prepared;
     (ii)   Evaluated the effectiveness of the issuer's disclosure
       controls and procedures as of December 31, 2002 ["Evaluation
       Date"]; and
     (iii)  Presented in the report our 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
     issuer's auditors and the audit committee of the board of
     directors (or persons fulfilling the equivalent function):

     (i)    All significant deficiencies in the design or
       operation of internal controls which could adversely affect
       the issuer's ability to record, process, summarize and
       report financial data and have identified for the issuer's
       auditors any material weaknesses in internal controls (none
       were so noted); and
     (ii)   Any fraud, whether or not material, that involves
       management or other employees who have a significant role
       in the issuer's internal controls (none were so noted); and

  6.I have indicated in the 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 our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and
     material weaknesses.


Date:  July 28, 2003

/s/ Anila Ladha
--------------------
Anila Ladha
Chief Executive Officer,
Chief Accounting Officer
and Chief Financial Officer