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, 2003

[ ] 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





                                -1-





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.


As of the date of this filing, the Company's Common Stock is
trading on a national exchange.

The  number  of shares outstanding of each of  the  issuer's
classes  of  common  equity, as of  December 31,  2003   was
18,582,500.


             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]



PART I.............................................................1

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

ITEM 2.  DESCRIPTION OF PROPERTY..................................17

ITEM 3.  LEGAL PROCEEDINGS........................................17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......17

PART II...........................................................18

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS...........................................................18

ITEM 6. PLAN OF OPERATION.........................................19

ITEM 7.  FINANCIAL STATEMENTS.....................................24

INDEPENDENT AUDITORS' REPORT......................................25

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE ..............................31

PART III..........................................................32

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT...............................................33

ITEM 10. EXECUTIVE COMPENSATION...................................34

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITY HOLDERS..................................................34

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........35

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.........................36

ITEM 14.  CONTROLS AND PROCEDURES   ............................. 37

ITEM 15. FEES FOR ACCOUNTING SERVICES ............................38

SIGNATURES........................................................39





                                -2-





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.

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:

     *    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





                                -3-





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   recently
obtained  our  qualification for quotation on the  over  the
counter bulletin board  however this   process  took    much
longer    than   anticipated    which   discouraged     many
individuals   involved.  Now that  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.  If and  when   these
funds are secured,  we  will then 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.





                                -4-






Urbanalien  is  a  development  stage  entity  with  limited
operations and limited revenues  of  $9,687  from  inception
through   December   31,  2003.  We   have   conducted   our
operations  since July  2001.  For 2003 and 2002, Urbanalien
incurred losses of $44,151 and $474,560 and at December  31,
2003   had  a  capital  deficit  of  $416,670.   From    our
inception   to  December  31, 2003,  we  incurred  operating
losses of $2,472,570 from the  operation of our kiosks.   We
have  spent no funds on  research and development.   Because
of these factors, Urbanalien will require additional working
capital to develop its business operations.


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.







                                -5-





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.

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]





                                -6-





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






                                -7-





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

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.






                                -8-





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.

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.






                                -9-





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






                                -10-






    ---------------------------------------------------------------------
     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:





                                -11-





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


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 December 31, 2003, we incurred losses  of
$2,482,570  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.





                                -12-





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.


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.






                                -13-





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 December 31, 2003.  We have incurred
operating  losses  of   $2,472,570  from  inception  through
December 31, 2003.

Our cash resources of $2,776 as of December 31, 2003 are not
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.


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:





                                -14-





   *     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

Accordingly,  the  proposed  business  plans  described  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  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.





                                -15-





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.


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.





                                -16-





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 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.


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.

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.





                                -17-





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  9,517,500  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.

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.










                                -18-





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 2003, thus  there
was  no vote of securities holders in  2003.  We  anticipate
holding  an initial annual shareholder meeting in May, 2004.






















                                -19-






PART II

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

Market Information

The Company's common stock (the "Common Stock") is traded on
the OTC Bulletin Board under the symbol "UBAL.OB".

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.


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.





                                -20-





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

We  have  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.  PLAN OF OPERATION

Overview

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





                                -21-





We   have recently secured  a qualification for quotation on
the  over  the counter bulletin board.  This  process   took
much     longer  than  anticipated  which  discouraged  many
individuals involved. We are currently developing a  revised
business  plan  as  to  how  to  deploy our  kiosks  in  the
future.    We   recently  obtained  our   qualification  for
quotation  on  the over the counter bulletin board   however
this     process   took    much   longer   than  anticipated
which   discouraged    many   individuals    involved.   Now
that   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.
If and when  these  funds are secured,  we  will then 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.





                                -20-




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.



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 December 31, 2003.  We have incurred
operating  losses  of   $2,472,570  from  inception  through
December   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 $2,776 of  current  cash
available  with  current liabilities exceeding  our  current
assets by $416,670.






                                -21-





Year  Ended December 31, 2003 and the period from  July  30,
2001 (Inception) through December 31, 2003:

------------------------------------------------------------------------
Income Statement         Year Ended December         Inception through
                             31, 2002                December 31, 2003
------------------------------------------------------------------------

Revenues                         0                         9,687

Operating Expenses:
Impairment                      6,053                   $987,242
Marketing and Selling            0                         6,962
General and Administrative     30,962                  1,436,274
Cost of Revenue                 7,135                     58,741
                           ---------------------------------------------
Net Income/(Loss)             (44,151)                (2,472,570)
                           ---------------------------------------------


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 $2,472,570 from  inception
through  December 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 cash resources of $2,776 as of December 31, 2003 are not
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.





                                -22-




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  current  prospects  for  generating  revenues
from   our   kiosks.   Accordingly,  we  cannot   reasonably
determine if there will be future revenues   in   2004  from
our   long-lived assets consisting of its kiosks and related
software.

Accordingly,   we  recorded  an   impairment    charge    of
$127,125   and   $6,054  at December  31,  2002   and  2003,
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,  2003 compared  to  the    period   from
inception   to  December 31, 2003 was $14,543  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   $5,000   and
$150,000   for   the year  ended   December 31,   2003   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.  Cash  used  in  investing
activities  for   the   year   ended    December   31,  2003
compared  to  the period from inception  through    December
31, 2002 was $0 and $237,847, respectively.

Cash  as  of  December 31, 2003 totaled $2,776. Our  current
liabilities  as  of December 31, 2003 exceeded  our  current
assets  by   $416,670.  We  had no commitments  for  capital
expenditures as of December 31,  2003.







                                -23-







PART II - ITEM 7.  FINANCIAL STATEMENTS

The  following  documents (pages 25-30)  form  part  of  the
report on the Financial Statements


                                                         PAGE

Independent Auditor's Report                              25

Balance Sheets                                            26

Statements of Operations                                  27

Statement of Stockholders' Equity                         28

Statement of Cash Flows                                   29

Footnotes                                                 30




















                                -24-







                INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
  Urbanalien Corporation
  (A Development Stage Company)
  Toronto, Ontario Canada

We have audited the accompanying balance sheet of Urbanalien
Corporation as of December 31, 2003, and the related
statements of operations, stockholders'  deficit, and cash
flows for each of the two years then ended, and the period
from July 30, 2001 (Inception) through December 31, 2003.
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, 2003,
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, 2003, 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 $44,151 and $474,560 for
2003 and 2002, and at December 31, 2003 had a working
capital deficit of $416,670.  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


April 5, 2004






                                -25-





                   URBANALIEN CORPORATION
                (A DEVELOPMENT STAGE COMPANY)
                        BALANCE SHEET
                      December 31, 2003


                      ASSETS

Current assets
  Cash                                                  $  2,776

                                                        ---------
                                                        $  2,776
                                                        =========
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                      $208,841
  Accounts payable - related party                       172,911
  Accrued expenses                                        37,694
                                                        ---------
    Total current liabilities                            419,446
                                                        ---------

STOCKHOLDERS' DEFICIT:
 Preferred stock; $.001 par value, 5,000,000 authorized,       -
  none issued and authorized
 Common stock, $.001 par value, 50,000,000 shares
  authorized, 18,582,500 shares issued and outstanding     18,583
  Additional paid in capital                            2,037,317
  Deficit accumulated during the development stage      (2,472,570)
                                                        ----------
    Total Stockholders' Deficit                         (416,670)
                                                        ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $  2,776
                                                        ==========






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




                                -26-




                   URBANALIEN CORPORATION
                (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF OPERATIONS
            Year Ended December 31, 2003 and 2002
 and Period from July 30, 2001 (Inception) through December
                          31, 2003

                                 Years Ended          Inception through
                                 December 31,            December 31,
                               2003         2002            2003
                            -----------   -----------  -------------

Revenues                    $       -     $       -    $    9,687
Cost of revenues                7,135        48,628        58,741
                            -----------   -----------  -------------
Gross loss                    (7,135)      (48,628)      (49,054)
                            -----------   -----------  -------------

  General and administrative   27,140       277,604     1,339,137
  Impairment                    6,054       127,125       987,242
  Depreciation                  3,822        21,203        97,137
                            -----------   -----------  -------------
                               37,016       425,932     2,423,516
                            -----------   -----------  -------------

Net loss                    $(44,151)     $(474,560)   $(2,472,570)
                            ===========   ===========  =============

Net loss per share:
  Basic and diluted         $  (0.00)     $   (0.03)
                            ===========   ===========
Weighted average shares
  outstanding:
    Basic and diluted      18,314,966     17,132,774
                            ===========   ===========





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






                                -27-







                   URBANALIEN CORPORATION
                (A DEVELOPMENT STAGE COMPANY)
             STATEMENTS OF STOCKHOLDERS' DEFICIT
             Year Ended December 31, 2003 & 2002
      and Period from July 30, 2001 (Inception) through
                      December 31, 2001
<TABLE>
<CAPTION>


                              Common stock      Additional    Deficit
                                                paid in      accumulated   Subscription    Total
                                                capital        during      receivable
                                                             development
                            Shares    Amount                   stage
                           --------  --------   ----------   -----------   -----------    ---------
<S>                           <C>       <C>         <C>           <C>            <C>          <C>

Issuance of common
 stock to                  6,289,500   $6,289    $748,451    $      -        $     -       $754,740
founders for assets

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

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

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

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

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

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                 -        -            -          -        324,000        324,000
  collections

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

Net loss                           -        -            -   (474,560)             -       (474,560)
                           --------  --------   ----------   -----------   -----------    ---------
Balance,
  December 31, 2002       18,232,500   18,233    2,012,667   (2,428,419)           -       (397,519)

Issuance of common stock
 for debt and
 cash to                     350,000      350       24,650            -            -         25,000
 related party

Net loss                           -        -            -      (44,151)           -        (44,151)
                           --------  --------   ----------   -----------   -----------    ---------
Balance,
 December 31, 2003        18,582,500   $18,583   $2,047,317   $(2,472,570)   $     -      $(416,670)
                           ========  ========   ==========   ===========   ===========    =========

</TABLE>

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







                                -28-




                   URBANALIEN CORPORATION
                (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF CASH FLOWS
            Year Ended December 31, 2003 and 2002
 and Period from July 30, 2001 (Inception) through December
                          31, 2003


                                          Years Ended        Inception through
                                          December 31,          December 31,
                                        2003         2002          2003
                                     -----------   -----------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                               $(44,151)    $(474,560)   $(2,472,570)
Adjustments to reconcile net
  deficit to cash used by
  operating activities:
    Depreciation and amortization         3,822        21,203         97,138
    Stock issued for services                 -        11,000        710,367
    Impairment                            6,054       127,125        987,242
    Bad debt expense                          -         8,897          8,897
Net change in:
  Accounts receivable                         -         4,312         (8,897)
  Accounts payable                        6,882       174,005        381,752
  Accrued expenses                       12,850       (39,844)        57,694
                                     -----------   -----------  -------------

CASH FLOWS USED IN OPERATING
  ACTIVITIES                            (14,543)     (167,862)      (238,377)
                                     -----------   -----------  -------------

CASH FLOWS FROM INVESTING
  ACTIVITIES
    Capital expenditures                      -      (146,646)      (237,847)
                                     -----------   -----------  -------------

CASH FLOWS FROM FINANCING
  ACTIVITIES
    Issuance of stock for cash            5,000       324,000        479,000
                                     -----------   -----------  -------------

NET INCREASE IN CASH                     (9,543)        9,492          2,776
Cash, beg. of period                     12,319         2,827              -
                                     -----------   -----------  -------------
Cash, end of period                   $   2,776     $  12,319      $   2,776
                                     ===========   ===========  =============

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

NON-CASH TRANSACTIONS:
  Acquisition of assets for
    common stock                      $       -     $       -      $ 846,533
  Issuance of stock for debt             20,000             -         30,000




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







                                -29-






                   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 has no current operations.

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 impairment  charges
of $6,054 and $127,125 for 2003 and 2002, respectively.

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.







                                -30-






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 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.

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.

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.







                                -31-





NOTE 2 - GOING CONCERN

Urbanalien  is  a  development  stage  entity  with  limited
operations.   For 2003 and 2002, Urbanalien incurred  losses
of  $44,151  and  $474,560 and at December 31,  2003  had  a
capital  deficit  of $416,670.  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 April 5, 2004, Urbanalien  had  not
entered into any financing or equity transactions.


NOTE 3 - RELATED PARTY TRANSACTIONS

Related party transactions 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.  In October 2002, Urbanalien  suspended
this  agreement until its operations require these services.
Urbanalien  has  $142,397 recorded  in  accounts  payable  -
related party under this agreement as of December 31, 2003.

In August 2001, Urbanalien entered into a one year agreement
with an entity owned by an officer, 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.  612,500 shares valued at $73,500  was  issued
during  2001 as compensation for these services.  Urbanalien
has  $30,519  recorded in accounts payable -  related  party
under this agreement as of December 31, 2003.

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


NOTE 4 - STOCKHOLDERS' EQUITY

In  October 2003 UrbanAlien issued 350,000 shares of  common
stock for $5,000 cash and $20,000 of accrued expenses  to  a
related party.

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.

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.

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.






                                -32-





NOTE 5 - INCOME TAXES

For  the period ended December 31, 2003, 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 $1,493,000 at  December  31,
2003, and will expire in the year 2023.

Deferred income taxes consist of the following at December
31:

                                    2003
  Long-term:
    Deferred tax assets         $  504,000
    Valuation allowance
                                  (504,000)
                                $        -




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:





                                -33-





Family Relationships

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

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, 2003 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.





                                -34-





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   18,582,500 shares of common stock outstanding
as  of December 31, 2003.






                                -35-





PART III - ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Related party transactions for the period from July 30, 2001
inception) through December 31, 2003 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:







                                -36-





  -----------------------------------------------------------------
     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.

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.






                                -37-





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.


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

None. - Not Applicable.

PART III - ITEM 14.  CONTROLS AND PROCEDURES

The Corporation maintains disclosure controls and procedures
designed to ensure  that information required to be disclosed in reports
filed under the  Securities  Exchange  Act  of  1934, as amended, is
recorded, processed, summarized and reported within the specified time
periods. As of the end of the period covered by this report, the Corporation's
Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Corporation's disclosure controls and procedures.
Based on the evaluation,  which disclosed no significant deficiencies  or
material weaknesses,  the Corporation's Chief Executive  Officer  and
Chief Financial Officer  concluded that the   Corporation's disclosure
controls and  procedures are effective as of the end of the period
covered by this report.  There were no changes in the Corporation's internal
control over financial  reporting that occurred during the  Corporation's
most recent fiscal  quarter  that  have  materially  affected,  or   are
reasonably likely to  materially  affect, the Corporation's  internal control
over financial reporting.

PART III - ITEM 15. FEES FOR ACCOUNTING SERVICES

The  Corporation was charged by Malone & Bailey,  PLLC  fees
for  auditing services of $8,970 and $6,865 for the 2002 and
2003 audits, respectively.  There were no non-audit fees.









                                -38-








                         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          May 3, 2004
--------------------   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,                     May 3, 2004
--------------------      Chief Executive Officer
Anila Ladha               and Chief Financial Officer


/s/ Shamira Jaffer        Director                       May 3, 2004
----------------------
Shamira Jaffer










                                -39-