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** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-KSB**

9 TRANSITION REPORT  UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from [      ] to [       ]
Commission File Number: **000-30516**

****
**ARBOR INC.**(Exact name of small business issuer as      specified in its charter)****
**Nevada**(State of Other Jurisdiction      incorporation or organization)****
**880448920**(I.R.S. Employer I.D. No.)****
**1645 South Miami Avenue, Miami, FL 33129**(Address of principal executive offices) ****
**(305) 854-8889**      (Issuer's telephone number) ****
**Dadetron, Miami, FL      28 Lavalencia Garden, N.E., Calgary, AB T1Y 6P4**(Former name, former address and former      fiscal year, if changed since last report)
 

 

 

 

 

 

 

 

 

 

 

Securities Registered under Section 12(b) of the Exchange Act: **None**

Securities Registered pursuant to Section 12(g) of the Act:**CommonStock, par value $0.001 per share**                                                                                                           (Title of class)

Check whether the Registrant (1) filed all reports required tobe 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 suchreports) and (2) has been subject to such filing requirements for the past 90days
:Yes9No
Check if there is no disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (229.405 of this chapter)contained herein, and no disclosure will be contained, to the best of theRegistrant's knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendment tothis Form 10-KSB.

:Yes9No
State Registrant's revenues for its mostrecent fiscal year: $0

State the aggregate market value of the votingand non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was sold, or the average bid and asked pricesof such common equity, as of a specified date within the past 60 days:
**4,248,000 common shares @ $1.05(1) = $4,460,400**
(1) Average of the best bid and asked prices on March 25, 2003

**(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PRECEDING FIVE YEARS)**

Check whether the Registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theExchange Act after the distribution of securities under a plan confirmed by acourt. **N/A**

Yes9No9

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

State the number of shares outstanding of eachof the Registrant's classes of common stock, as of the latest practicable date.

**7,848,000 common shares issued and  outstanding as of March 25, 2003**
**DOCUMENTS INCORPORATED BY REFERENCE**
****
**None.**
Transitional Small Business Disclosure Format(Check one):

Yes9No:

**TABLE OF CONTENTS****ITEM****PAGE**        FORWARD LOOKING INFORMATION1    PART I1 Item 1. Description of Business2  Business Formation and Development4  Our Business4  Risk      Projects Will Not Be Completed4  Employees4  Reports to      Securities Holders5 Item 2. Description of Property5        Principal Offices5 Item 3. Legal Proceedings5 Item 4. Submission of Matters to a Vote of Security      Holders5  PART II5 Item 5. Market for Common Equity and Related      Stockholders Matters5  General5  Dividend      Policy6 Item 6.  Management Discussion and      Analysis6  Plan of Operations for Next Twelve Months6  Need for Additional Financing6        Expansion of Employee Base7  Research and Development7  Results of Operation7 Item 7. Financial Statements and      Supplementary Data7  Financial Statements7 Item 8. Changes in and Disagreements with      Accountants on Accounting and Financial Disclosure7    PART III8 Item 9. Directors, Executive Officers,      Promoters and Control Persons8  Identification of Directors and      Executive Officers8  Significant Employees9  Family Relationships9  Involvement in Certain Legal Proceedings9        Audit Committee Financial Expert9  Compliance with Section 16(a) of the Securities      Exchange Act of 19349        Code of Ethics10       Item 10. Executive Compensation10  Summary Compensation Table      for 200210  Stock Options/SAR Grants10        Long-Term Incentive Plans.10  Compensation of Directors10  Employment Contracts and Termination of      Employment or Change of Control11 Item 11. Security  Ownership  of       Certain  Beneficial  Owners and Management11  Equity Compensation Plan11  Security Ownership of Certain Beneficial      Owners and Management11  Changes in Control.12 Item 12. Certain Relationships and Related      Transactions12   PART IV13 Item 13. Exhibits, Financial  Statement       Schedules, and Reports on Form 8-K13  Exhibits13  Reports of Form 8-K13 Item 14. Controls and Procedures13  Evaluation of      Disclosure Controls and Procedures13  Changes in internal controls13          FINANCIAL STATEMENTSF-1    SIGNATURES 
**FORWARD LOOKING INFORMATION**

Certain statements made in this report are "forward-lookingstatements" regarding the plans and objectives of management for futureoperations. Such statements involve known and unknown risks, uncertainties andother factors that may cause actual results, performance or achievements ofArbor, Inc., a Nevada corporation (the "Company") to be materially differentfrom any future results, performance or achievements expressed or implied bysuch forward-looking statements the forward-looking statements made in thisReport are based on current expectations that involve numerous risks anduncertainties. The Company's plans and objectives are based, in part, onassumptions involving the growth and expansion of business. Assumptions relatingto the foregoing involve judgments with respect to, among other things, futureeconomic, competitive and market conditions and future business decisions, allof which are difficult or impossible to predict accurately and many of which arebeyond the control of the Company. Although the Company believes that itsassumptions underlying the forward-looking statements are reasonable, and of theassumptions could prove inaccurate and, therefore, there can be no assurancethat the forward-looking statements made in this Report will prove to beaccurate. In light of the significant uncertainties inherent in the forward-looking statements made in this Report, inclusion of such information should notbe regarded as a representation by the Company or any other person that theobjectives and plans of the Company will be achieved. These statements are basedon management's beliefs and assumptions, and on information currently availableto management. Forward-looking statements include statements in which words suchas "expect," "anticipate," "intend," "plan," "believe," "estimate," "consider,"or similar expressions are used. In summary, forward-looking statements are notguarantees of future performance. They involve risks, uncertainties andassumptions. The Company's future results and stockholder values may differmaterially from those expressed in these forward-looking statements. Many of thefactors that will determine these results and values are beyond the Company'sability to control or predict.

**PART I**

**Item 1. Description of Business**.

***Business Formation andDevelopment**.*

Arbor, Inc. (the "Company") was incorporated in the State ofNevada as E Investments, Inc., on February 25, 1999. We subsequently changed ourname to Arbor, Inc. on December 16, 1999.

Our original business plan was to be engaged in the businessof manufacturing, selling and distributing fence posts to be used by governmentparks, highway departments, ranchers and farmers throughout North America.. Wespent considerable time researching and contacting various parties who couldeither provide materials such as labor, lumber, equipment, and a location toconduct our operations. We raised a certain amount of capital through privateplacement offerings and hoped to raise the additional capital we needed tocommence operations once we were a public company. It took over twelve monthsfor our Form 10SB to be cleared by the Securities and Exchange Commission makingus a public reporting company. Raising additional capital for our originalbusiness plan proved to be difficult given the equity market conditions in 2001.Ultimately were forced to abandon our original business and look at otherbusiness options for the Company. This included bringing in a new director ordirectors who could help with the new business direction selected and who had anability to raise money.

In 2002, our previous board of directors commenced discussionswith Messrs. Costas Takkas and Robert Miller about possible business directionsfor Arbor, Inc. Messrs. Takkas and Miller have experience with successfullydeveloping a number of public and private start-up companies. Two possibleprojects were brought to the attention of the Board of Directors. The first,building a development corporation focused on North and South America with thefirst project being in Brazil. The second, the acquisition of a technologycompany. After further investigation and due consideration our previous Board ofDirectors decided to move towards changing the business direction of the Companyas primarily a development corporation.

Mr. Costas Takkas joined our Board of Directors and becameresponsible for the management of the our new business direction in 2003. Ourprevious Board of Directors resigned shortly thereafter Mr. Stephen Spoonamorejoined our Board of Directors and Mr. Robert Miller accepted the office ofTreasurer and Vice-President of Investor Relations.

1

***Our Business**.*

We focused on actively seeking out undervalued developmentcompanies in North and South America and provide financial resources andleadership to ensure their success. Currently we are involved with two projects;the Brazil Project and the Abucco Project.

**The Brazil Project**. We have signed a letter ofintent to provide a convertible loan of US$ 3,000,000 to CPL Construcoes eComercio Inc. (CPL). CPL is a Delaware incorporated company. CPL intends to usethe convertible loan to construct 24,000 low-income housing over a nine yearperiod in the city of Piracicaba, in the state of San Paulo, Brazil. The projectwill be developed in three stages, with 1,300 houses in Stage 1, 5,700 houses inStage 2 and 17,000 houses in Stage 3. Exponential growth in successive stageswill be fueled by the revenues from the previous stages. CPL plans to commenceconstruction sometime in the second quarter of 2003.

Under the terms of the letter of intent the convertible loanis repayable over a three year period with a guaranteed return of $1,500,000. Wehave the option to convert our interest in the guaranteed return to a 20%interest in CPL during Stage One of the development. We also have the option toacquire another 30% of CPL for a total ownership position of 50% of CPL onpayment of $750,000 to CPL anytime during the end of Stage One and the beginningof Stage Two of residential unit development by CPL. If we exercise thesevarious investment options we will participate in the profits obtained by CPL onthe sale of the residential units in accordance to our share ownership position.

The repayment and guaranteed return of $1,500,000 to us willbe collateralized against land in the state of Tocantins, Brazil, owned by CPL,valued at over $5,000,000, in addition to all assets of the Piracicabaproperties being developed by CPL.

*Housing Market in Piracicada, Brazil*. We believePiracicaba is a target for unprecedented foreign industrial investment in thenext ten years. An industrial infrastructure has already developed and iscontinuing to develop driving the need for housing for the growing population ofworkers attracted to the area. EMDHAP, a local governmental body whose functionit is to house applicants who qualify for government guaranteed mortgages, hasconfirmed there are over 15,000 eligible families currently awaiting homes inPiracicaba. Currently, need far outstrips supply.

*Location*. Piracicaba is located 180 km from the city ofSao Paulo with a population of approximately 330,000. Piracicaba is part of theTiete-Parana River Basin, which stretches 750 miles south to Buenos Aires. It isalong this river basin where most of the major international companies withoperations in Brazil are located, including: Ford, Volkswagen, GM, Shell, Fiat,Esso, Texaco, Mercedes Benz, Caterpillar, and Nabisco. The Piracicaba region hasa well developed transportation system with highways, rail transportation, and a24 hour airport. It features vast energy resources, water treatment centers thatsupply potable water to 100% of the population and an award-winning sewagesystem that services 97% of the population. Telecommunications are similar toany developed city, with direct dial, international direct dial and cellularphone systems in place.

*Building Plan*. CPL is currently negotiating theacquisition of options to develop over 4,000,000 m2 raw land inPiracicaba. As previously discussed, the project will be developed in threestages, with 1,300 houses in Stage 1, 5,700 houses in Stage 2 and 17,000 housesin Stage 3. The units will primarily consist of two bedroom, approximately 450square foot homes. Infrastructure will include water distribution, sanitarysewage and modern electrical systems. Each unit includes the house andapproximately 1700 square feet (181m2) of land on which it rests, making this adesirable alternative to condominiums and other strata developments, where landownership is not concurrent and conditions are more congested. Land will be setaside, as required by law, for the construction of community services as deemedappropriate by local authorities. In addition, the construction plans developedby CPL include commercial sites that will be leased to shopkeepers and otherlocal businesses. Local government is obligated under the terms of the planningagreements to provide easy access to public transportation, schools, hospitals,supermarkets and other public services.
**
*Competition*. The residential homebuilding industry ishighly competitive. We (CPL) compete against numerous homebuilders and others inthe real estate business in and near the areas where CPL's proposed communitiesare located. Our principal competitors are primarily local public companyhomebuilders. We may compete for investment opportunities, financing, availableland, raw materials and skilled labor with entities that possess greaterfinancial, marketing and other resources than us. Competition may increase thebargaining power of property owners seeking to sell and industry competition mayincrease if there is future consolidation in the real estate developmentindustry.

2

*Governmental Approvals and Environmental Laws*. We (CPL)are subject to local and state laws and regulations concerning zoning, design,construction and similar matters, including local regulations which imposerestrictive zoning and density requirements in order to limit the number ofhomes that eventually can be built within the boundaries of a particular area.When made, these assessments can have a negative impact on our sales by raisingthe price that home buyers must pay for our homes.

We are also subject to local, state and federal laws andregulations in Brazil concerning the protection of the environment. Theenvironmental laws that apply to a given homebuilding site depend upon the site'slocation, its environmental conditions and the present and former uses of thesite and its adjoining properties. Environmental laws and conditions may resultin delays, or cause us to incur substantial compliance and other costs, and canprohibit or severely restrict homebuilding activity in environmentally sensitiveregions or areas.

*Relationship with One of Our Directors*. Mr. CostasTakkas, our President, Chief Executive Officer and a director of our Company hasa pre-existing relationship with CPL. Mr. Takkas is owed $2,000,000 from CPL forloans made by Mr. Takkas to CPL for registration and taxes on the land owned byCPL in Tocantins, Brazil, working capital, legal opinions from various attorneysand other costs relating to financing sought for the project. Mr. Takkas hasagreed to assign $1,000,000 of his interest in this debt to Arbor. Therefore,$1,000,000 of the $3,000,000 convertible loan we intend to provide to CPL willrepresent this pre-existing debt and $2,000,000 will be in new cash.

**The Abucco Project**. On March 18, 2003, weentered into a letter of intent to acquire Abucco Technology Inc., a BritishColumbia based technology company ("Abucco"). Under the letter of intent we haveagreed to issue 4,786,000 shares of our common stock for all the assets ofAbucco. This transaction is conditioned on us raising and providing Abucco withUS one million dollars by September 30, 2003. Abucco intends to use these fundsto expand its marketing and sales, production, and client support functions forAbucco's product roll-out.

*Abucco Product Line*. Abucco has developed sevendifferent product solutions using an open-architecture platform of software andembedded hardware components which converges wireless, cellular, and Internetcommunication technologies with interoperable monitoring and control functionsfor a wide range of industries in global markets. These products include:
a. eLark SmartAccess - an    inter-operable access control and security appliance/gateway providing smart    card and biometric finger print based people identification. It provides a    direct control of 8 doors. eLark can also monitor any environmental    variables such as motion, temperature, humidity, CO, etc.b. eRaven EnviroGuard - Equipment    (e.g. computer, telco) Environment Monitoring Appliance providing via web    phone/pager early diagnosis of abnormal environmental levels in temperature,    humidity, voltage, noise, security breach, etc. to help prevention of    equipment failure and disruption of service.c. eColibri SmartIPRouter - Lighter    version of eRaven providing mostly IP routing and Web hosting, excluding the    direct control functions.d. eHawk IntelliHome - An    inter-operable home automation gateway/appliance enabling control of lights,    heating, security, and various home appliances from a distance via a web    browser, web phone or PDA.e. eDove UtilMeter - Internet    gateway for remote energy consumption monitoring (electricity, gas, water,    metering).f. ePenquin HeatCool - An    inter-operable heating and cooling supervisory system. It takes    environmental measurements and switches the boilers, fans, lights, pumps,    etc. in order to maintain the desired indoor climate while minimizing energy    consumption.g. eSeagull ShipShape - A yacht or    vessel environment monitoring system. While a yacht is anchored in a marina    vital signs, such as flood, fire, intrusion, low battery, and other    parameters, are monitored and alerts are generated wirelessly to the marina    supervisor as well as to the mobile phone of the vessel owner.
3

Abucco believes its bundled solutions provide universal remoteaccess from anywhere, deliver security and energy consumption efficiencies, aresimple to install and maintain, and are cost effective. Abucco builds in "alwaysin control" capacity in its basic platform design, enabling users to remotelyrespond to diagnosed problems, saving both time and money.

*Market for Abucco Products*. The potential for theAbucco's automation, control and monitoring products includes a broad range ofindustrial and commercial businesses. Abucco Open-architecture platform is basedon industry standards, standard communications protocols and therefore it offerseasy interfacing (inter-operability) with thousands of 3rd party devices. Abuccointends to develop more and more such components and use them for creation ofvariety of products and to license its Open-architecture platform to 3rd partydevelopers for rapid development of their products and have them contributetheir components to Abucco's platform.
**
*Competition*. Abucco has substantial competition for itsautomation and control solution technologies currently. Many of thesecompetitors are well established and larger in terms of total sales volume.Among the larger competitors are: Honeywell International Inc., DanaherControls, Red Lion Controls, Control Concepts, Siemens A.G., Durant Corporation,and Contrex, Inc. Design, quality and multiplicity of application, rather thanprice, are the focus of competition in selling these products. Abucco'scompetitive advantages are that its products are sold as ready-to-install unitsand that its products have a wide range of applications. Abucco's majordisadvantages include the fact that its major competitors are much larger, havea broader variety of sensing instruments, and have larger sales forces andgreater name recognition.

***Risk Projects Will Not BeCompleted***

At this stage all we have is a letter of intent with theprincipals of the the Brazil Project and Abucco Project. Both require us toadvance substantial funds in order to secure these business opportunities andenter into formal binding agreements. We currently do not have the fundsnecessary to advance either of these projects. We must raise additional equitycapital sufficient to advance one or both of these projects within the nextthree months or we will lose one or both of these projects. There is noguarantee we will be able to raise the funds necessary in the time required orthat we will be able to negotiate an extension should we need one to raisesufficient funds to proceed. We also require additional capital to pay ourongoing administrative expenses. If we are unable to raise the funds we requireeither through equity financings or loans from our directors or others we mayalso face being able to continue as a going concern.

***Government Regulation***

**Sarbanes-Oxley Act of 2002**. In August 2002,President George W. Bush signed the *Sarbanes-Oxley Act of 2002* into law,and several new rules and regulations were announced thereafter. Among otherthings, the *Sarbanes-Oxley Act of 2002* imposes new corporate governance,reporting, and disclosure requirements; introduces stricter independence andfinancial expertise standards for audit committees; and imposes stiff penaltiesfor securities fraud. In addition, the United States Securities and ExchangeCommission and all domestic securities markets are considering proposals onrelated corporate governance topics. The *Sarbanes-Oxley Act of 2002* andthe related rules and regulations will likely increase the scope, complexity andcosts of our corporate governance, reporting, and disclosure practices, and mayincrease the risk of personal liability for our board members, chief executiveofficer, and chief financial officer. Consequently, it may become more difficultto attract and/or retain such individuals, and may result in a decrease in thenumber and/or quality of board members, which may materially and adverselyaffect our business, operating results, and financial condition and our abilityto meet listing the criteria of an exchange other than the OTC Bulletin Board orPinkSheets.

***Employees***

We do not have any employees other than our directors andofficers. We retain consultants and plan to joint venture with others on acontract basis to meet our internal corporate needs and develop our business.

4

***Reports to Securities Holders***

We are required to file annual reports on Form 10-KSBand quarterly reports on Form 10-QSB with the Securities ExchangeCommission on a regular basis, and will be required to timely disclose certainmaterial events (e.g., changes in corporate control; acquisitions ordispositions of a significant amount of assets other than in the ordinary courseof business; and bankruptcy) in a current report on Form 8-K.

Although our Internet site (http://www.arborinc.net) does notcontain our reports, you may read and copy any materials we file with theSecurities and Exchange Commission at their Public Reference Room at 450 FifthStreet, N.W., Washington, D.C. 20549. You may obtain information on theoperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.Additionally, the SEC maintains an Internet site (http://www.sec.gov) thatcontains reports, proxy and information statements and other informationregarding issuers that file electronically with the SEC.

**Item 2. Description of Property**

***Principal Offices***

Our principal offices of 1,000 square feet are located at 1645South Miami Avenue, Miami Florida 33129. This office space is provided as partof the service contract we have entered into with Auron 2000, a company whollyowned by Mr. Robert Miller our Treasurer and Vice President of InvestorRelations. This arrangement is expected to continue until such time as ourbusiness expands to the point which necessitates its relocation, as to which noassurances can be given.

**Item 3. Legal Proceedings**

The Company had no legal proceedings in 2002 and none arepending.

**Item 4. Submission of Matters to aVote of Security Holders**

No matter was submitted to a shareholder vote during thefourth quarter of the 2002 fiscal year.

**PART II**

**Item 5. Market for Common Equity andRelated Stockholders Matters**

***General***

The Company trades on the Over The Counter Bulletin Board("OTCBB") under the symbol "ARBR". The following quotations reflect the high andlow bids for our common stock based on inter-dealer prices, without retailmark-up, mark-down or commission and may not represent actual transactions. Thehigh and low bid prices for our common shares for each full financial quarterfor the two most recent full fiscal years were as follows:
**Quarter Ended****High****Low**December 31, 2002$1.98$0.49September 30, 2002$1.48$0.95June 30, 2002$3.05$0.45March 31, 2002$3.70$1.60December 31, 2001$1.80$0.35September 30, 2001$0.51$0.37June 30, 2001$0.58$0.33March 31, 2001(2)$0.00$0.00
5

As of March 28, 2003, the shareholders' list for our commonshares showed three registered shareholders of record and 7,848,000 commonshares issued and outstanding. The majority of our securities, 4,248,000 commonshares, are held in the name of Cede & Co, a depository trust company forbrokerage firms.

***Dividend Policy***

We have never declared a dividend on our Common Stock. We havenot paid, nor declared, any dividends since our inception and we do not intendto declare any such dividends in the foreseeable future. Our ability to paydividends is subject to limitations imposed by Nevada law. Under Nevada law,dividends may be paid to the extent that the a corporation's assets exceed itsliabilities and it is able to pay its debts as they become due in the usualcourse of business.

**Item 6. Management Discussion andAnalysis**

***Plan of Operations forNext Twelve Months***

We intend to pursue both the Brazil Project and the AbuccoProject over the next twelve months. Our plans are as follows:
- Immediately start work on conducting a private placement or  series of private placements with accredited investors to raise a minimum of  $3,000,000 in equity capital.
- Formalize the convertible loan documentation and revolving  line of credit for the Brazil Project.
- Begin advancing funding under the revolving line of credit  for the Brazil Project.
- Enter into a formal merger agreement with Abucco Technology  Inc.
- Advance $1,000,000 to Abucco Technology Inc.
- Complete merger/acquisition of the assets of Abucco  Technology Inc.
- Evaluate construction progress of Brazil Project and if  appropriate consider converting a portion of loan into an equity position in  CPL Construcoes e Comercio Inc.
- Work to advance the business objectives of the Abucco  Project and the Brazil Project.

To date, the efforts of our Board of Directors and Managementhave been concentrated on the investigation of business opportunities,negotiations with various parties and the planning stages of the new businessdirection selected for the Company. Messrs. Costas Takkas and Robert Miller havebeen instrumental in gathering the information required and traveling to Braziland Canada to negotiate suitable business ventures for the Company.
**
***Need for AdditionalFinancing***

We have signed letters of intent with two different partieswhich requires us to raise an aggregate total of US$ 3,000,000. Under the letterof intent we signed with CPL Construcoes e Comercio Inc. we have agreed toprovide a revolving line of credit in the form of a secured convertibledebenture. Funds are to be provided in tranches of US$ 500,000 as constructionprogresses on the various development properties. We are required to startadvancing funds to CPL Construcoes e Comercio Inc. Under the letter of intent wesigned with Abucco Technology Inc., we are required to raise US$ 1,000,0000before we will be able to effect the stock acquisition of assets AbuccoTechnology Inc. We are required to raise this funds on or before September 30,2003. If we fail or are unable to provide the funding as required for these twoprojects we will lose the business opportunity they represent.

As of March 28, 2003, we had US$ 6,546 in cash on hand. Weintend to conduct one or more private placements in the next three months inorder to raise the capital we need to complete our stated business plans and tomeet our cash needs required to comply with the continuing reportingrequirements of the Securities and Exchange Commission and our other financialneeds. If we are unable to raise any or only a portion of the funds required wemay be forced to abandon one or both of our stated business projects.

Our current Board of Directors has informally agreed to lendus money and/or invest in the Company to meet our day to day working capitalneeds and to finance the cost of any private placement we may undertake. Thereis no assurance, however, that the available funds will ultimately prove to beadequate to allow us to complete a private placement at the level we require, orthat one of our projects will be successful if funded. Even if we are successfulin raising the initial funds required for both or either of our projects it islikely that our needs for additional financing will increase substantially. Inaddition, current management is under no obligation to continue to extend creditto us and/or invest in us, there is no assurance that such credit or investmentwill continue or that it will continue to be sufficient for future periods.

7

***Expansion of Employee Base***

If we are successful in implementing our current businessplans we anticipate a rapid increase in the number of employees. This isparticularly true if we acquire the assets of Abucco Technology Inc. either as ashare acquisition or a straight asset transaction. Currently Abucco TechnologyInc. employs seven people and anticipates needing to hire an additional fourpeople as part of its business expansion plans.

***Research and Development**.*

Over the past two fiscal years, we have spent approximately$80,000 on research and development activities, comprised primarily ofinvestigating potential business opportunities and website development costs.

***Results of Operation***

We have not generated any revenues as of December 31, 2002. Asa result, revenues for the twelve months ended December 31, 2002 were $0,compared to $0 for the twelve months ended December 31, 2001.

The Company had no assets as of December 31, 2002 and December31, 2001.

Current liabilities of the Company at December 31, 2002 were$85,514 and long-term liabilities were $0. These amounts were more than thecurrent liabilities of $255 and long-term liabilities of $0 at December 31,1999.

**Item 7. Financial Statements andSupplementary Data**

The audited financial statements of the Company and relatedNotes which are included in this filing have been examined by Braverman andCompany, P.C., Certified Public Accountants, and have been so included inreliance upon the opinion of such accountants given upon their authority asexperts in auditing and accounting.

***Financial Statements***

Our Financial Statements, include the following items whichconstitute Item 7 of Form 10-KSB, can be found in immediately following Item 14below.
Auditor's Report dated April 25, 2003.
  Balance Sheets as at December 31, 2002

Statements of Operations for the year ended December 31,  2002

Statement of Stockholders' Equity for the year ended  December 31, 2002

Statements of Cash Flows for the year ended December 31,  2002

Notes to Financial Statements
7

**Item 8. Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure**

Our original accountant was Barry L. Friedman. Mr. Friedmanpassed away on January 27, 2001, prior to commencing the audit for our fiscalperiod ended December 31, 2000. The Board of Directors of the Company at thetime, appointed Braverman & Company, P.C. as our independent accountants. Sinceour inception, the principal independent accountants for the Company haveneither resigned nor been dismissed, and there have been no disagreementsbetween us and our principal independent accountants.

**PART III**

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

***Identification ofDirectors and Executive Officers***.

The following table sets forth the names of all currentdirectors and executive officers of the Company as of March 31, 2003. Thesepersons will serve until the next annual meeting of the stockholders or untiltheir successors are elected or appointed and qualified, or their priorresignation or termination.
**Name******
**Age****Position with the      Company****Date Position First Held**Costas Takkas
46President, Chief      Executive Officer and DirectorOctober 2, 2002Stephen Spoonamore
38Secretary and      DirectorMarch 21, 2003Robert H. Miller
49Treasurer and      Vice-President Investor RelationsMarch 21, 2003
The principal occupation and business experience during thelast five years for each of our present directors and executive officers are asfollows:

**Costas Takkas, President, Chief Executive Officer andDirector**. Over the past eight years Mr. Takkas has been taking an activerole in speculative projects in which he has chosen to invest his time andmoney. He has served as a director of the following TSX Venture Exchange (fkathe "VSE") companies: Western Trade Ltd. (1999-?); Serena Resources Ltd.(1998-2001); Emerald Mining Corp. (1998-1999); Future Avenir Corp. (1995-1996);BWI Resources Ltd. (1995-1996); Westpine Metals Ltd. (1993-1994); AlpineExploration Corp. (199301994); Paytel Industries Ltd. Mr. Takkas also served asa director of Stamford International Inc. (1997-1998); and Ourominas MineralsInc. (1996-1997) two Toronto Stock Exchange listed companies. He also held theoffice of Vice President Finance of Paytel Industries Ltd. (1992-1994) andWestward Exploration Ltd. (1991-1995) two other VSE listed companies. Mr. Takkasis a member of the A.C.A. and obtained his designation as a chartered accountantfrom the Institute of Chartered Accountants in England & Wales in 1982. Hegraduated with a B.Sc. (Hons.) and Associate to the Royal College of Science inPhysics from the Imperial College of Science and Technology in 1978.

**Stephen Spoonamore, Secretary and Director**. Overthe last 20 years, Mr. Spoonmore has founded twelve companies and assisted manyothers. In 2001, he founded and currently acts as CEO of DVDojo which providesDVD shooting, editing and production training and equipment in New York City. In1999 he co-founded RSW Management a construction management firm which he soldin 1999 to a larger construction management firm. In 1995 founded CPR-Groupwhich provided studio and show design services to a wide client base. Mr.Spoonamore broke up this company in 2002 and sold his existing contracts. Mr.Spoonamore currently serves on the Board of Advisors of PROMIA Corp., a privatecompany which provides COBRA based security and intrusion software togovernment, military and banking clients.

**Robert H. Miller, Treasurer and Vice-President InvestorRelations**. Mr Miller brings to us over 15 years of experience inbuilding public and private companies. Mr. Miller currently serves on the boardof directors of Phage Therapeutics International, Inc., a PinkSheet listedbiotechnology company (since March 2001), its private company subsidiary PhageTherapeutics Inc. (since March 2001), Savant Biomedical Inc., a privatebiotechnology company which has significant equity investments in Life ScienceBiospan Inc. And Greenspan Corporation; Stamford International Inc., an over thecounter Toronto Stock Exchange listed holding company (since 1999) and DigitalSnaps, Inc., a private digital inventory technology company (since 2000). In thepast he served director of: Nanovation Technologies Inc. (1996-1999) a privatecompany involved in the design and development of integrated photonic circuitsfor the fiber optic industry; Zmax Corporation (1996-1998), a private computersoftware development company; Consolidated Madison Holdings Ltd. (1990-1996), aprivate company involved in the acquisition and development of Brazilian mineralproperties which was merged into Ourominas Minerals Inc. a Toronto StockExchange Company in 1996; and Crystallex International Corp.(1990-1994), a goldmining company with production in Uruguay and Venezuela. CrystallexInternational Corp. is listed on the Toronto Stock Exchange and American StockExchange.

8

***Significant Employees***.

We have no employees who are not executive officers, but whoare expected to make a significant contribution to our business.

***Family Relationships***.

There are no familial relationships between members of ourBoard of Director or our executive officers.

***Involvement in Certain LegalProceedings***.

Other than disclosed below, during the past five years, noneof our directors, or persons nominated to become a director, or executiveofficer, promoter or control person:
- was a general partner or executive officer of any    business against which any bankruptcy petition was filed, either at the time    of the bankruptcy or two years prior to that time;
- was convicted in a criminal proceeding or named subject    to a pending criminal proceeding (excluding traffic violations and other    minor offenses);
- was subject to any order, judgment or decree, not    subsequently reversed, suspended or vacated, of any court of competent    jurisdiction, permanently or temporarily enjoining, barring, suspending or    otherwise limiting his involvement in any type of business, securities or    banking activities; or
- as found by a court of competent jurisdiction (in a civil    action), the Securities and Exchange Commission or the Commodity Futures    Trading Commission to have violated a federal or state securities or    commodities law, and the judgment has not been reversed, suspended or    vacated.

Mr. Miller was a director of Nanovation Technologies Inc. from1996 to 1999. Nanovation is currently in Chapter 7.

***Audit Committee FinancialExpert***.

Our Board of Directors has determined that we have at leastone audit committee financial expert serving on our audit committee, namelyCostas Takkas. Mr. Takkas would not be considered independent, as that term isused in Item 7(d)(3)(iv) of Schedule 14A under the 1934 Securities Exchange Act("SEC"). Under the applicable Securities and Exchange Commission standard, anaudit committee financial expert means a person who has the followingattributes:
- An understanding of generally accepted    accounting principles and financial statements;- The ability to assess the general application    of such principles in connection with the accounting for estimates, accruals    and reserves;- Experience preparing, auditing, analyzing or    evaluating financial statements that present a breadth and level of    complexity of accounting issues that are generally comparable to the breadth    and complexity of issues that can reasonably be expected to be raised by the    registrant's financial statements, or experience actively supervising one or    more persons engaged in such activities;- An understanding of internal controls and    procedures for financial reporting; and- An understanding of audit committee    functions.
Mr. Takkas received his designation as a chartered accountantfrom the Institute of Chartered Accountants in England and Wales in 1992. Earlyin his career he worked as a chartered accountant and auditor. He is nowself-employed investing his time money in speculative projects.

9

***Compliance with Section 16(a)of the Securities Exchange Act of 1934***.

Under the securities laws of the United States, our directors,executive officers (and certain other officers) and any persons holding morethan 10% of our outstanding voting securities are required to report theirownership in our securities and any changes in that ownership to the Securitiesand Exchange Commission. Based solely upon the our reliance on the verbal andwritten representations of our directors, and officers, we believe we are incompliance with Section 16(a) of the *Securities Exchange Act of 1934.*

***Code of Ethics***.

We do not have a code of ethics. The Board of Directorsintends to discuss the preparation and adoption of a Code of Ethics at its nextmeeting. The Securities and Exchange Commission has just implemented arequirement that companies disclose whether they have a code of ethics, wherethat code can be obtained and if no code exists the reason why. Theserequirements have emerged from the Sarbanes Oxley Act introduced in August 2002.We currently do not have a code of ethics as it is a new regulatory requirementand a formal written code of ethics was not something we believed would benefitour company given its size. We are re-examining this position.

**Item 10.Executive Compensation**

***SummaryCompensation Table for 2002***.

None of the Company's officers and directors receives any cashcompensation at this time. The Company does plan to initiate a compensationschedule for its directors and officers once the Company is in operation.
****
**SUMMARY COMPENSATION TABLE****Name and Principal      Position****Year****Annual      Compensation****Long Term      Compensation****All Other Compensation**  **Salary****Bonus****Other Annual Compensation****Awards****Payouts**      **Securities Under Options/      SARs Granted****Restricted Shares or      Restricted Share Units****LTIP Payouts** Costas Takas President, CEO      and Director(1)2002NilNilNilNilNilNilNilJoginder Brar President, CEO      and Director(2)2002      2001      2000Nil      Nil      NilNil      Nil      NilNil      Nil      NilNil      Nil      NilNil      600,000(3)NilNil      Nil      NilNil      $30,000      Nil
**Notes**:
(1) Mr. Takkas was appointed President, Chief    Executive Officer and a director of our company in March 2003.(2) Mr. Brar resigned as President of our company    in March 2003.(3) The total value of the services rendered by    Mr. Brar was $60,000. The services rendered included administrative duties,    board duties, contract negotiations, financing services, production and    distribution research, shareholder communication and organizational duties.
***Stock Options/SAR Grants***

No grants of stock options or stock appreciation rights weremade during the fiscal year ended December 31, 2002 to our named executiveofficers or any other parties.

10

***Long-Term Incentive Plans**.*

There are no arrangements or plans in which we providepension, retirement or similar benefits for directors or executive officers,except that our directors and executive officers may receive stock options atthe discretion of our board of directors. We do not have any material bonus orprofit sharing plans pursuant to which cash or non-cash compensation is or maybe paid to our directors or executive officers, except that stock options may begranted at the discretion of our board of directors.

***Compensation of Directors**.*

No cash compensation was paid to any of our directors for thedirector's services as a director during the fiscal year ended December 31,2002. We have no standard arrangement pursuant to which our directors arecompensated for their services in their capacity as directors except for thegranting from time to time of incentive stock options. The board of directorsmay award special remuneration to any director undertaking any special serviceson behalf of our company other than services ordinarily required of a director.All authorized out-of-pocket expenses incurred by a Director on our behalf willbe subject to reimbursement upon our receipt of required supporting document ofsuch expenses. Other than indicated below, no director received and/or accruedany compensation for his services as a director, including committeeparticipation and/or special assignments.

***Employment Contractsand Termination of Employment or Change of Control***

We have no plans or arrangements in respect of remunerationreceived or that may be received by our executive officers to compensate suchofficers in the event of termination of employment (as a result of resignation,retirement, change of control) or a change of responsibilities following achange of control, where the value of such compensation exceeds $60,000 perexecutive officer.

In 2002, we retained a consultant, Auron 2000, to assist inthe management of the Company. The services to be rendered includeadministrative duties, contract negotiations, financing services and shareholdercommunication. Auron 2000 received compensation of $3,000 per month plusexpenses. Auron 2000 was wholly-owned by Robert H. Miller who holds the officeof Treasurer and Vice-President of Investor Relations of the Company up untilJanuary 2003, when he sold his interest in Auron 2000. We have verbally agreedto engage Prosper Financial Inc. to provide the services Auron 2000 formerlyprovided to us under the same terms as our engagement with Auron 2000. ProsperFinancial Inc. is owned by Camilla Maz, the wife of Mr. Miller.

**Item 11. Security Ownership ofCertain Beneficial Owners and Management**

***Equity CompensationPlan***

The following table provides information as of December 31,2002, concerning shares of our common stock authorized for issuance under ourexisting equity compensation plans.

 
****
**Plan Category******
**Number of securities to be issued upon exercise of    outstanding options, warrants and rights******
**Weighted average exercise price of outstanding options,    warrants and rights******
**Number of securities remaining available for future    issuance****Equity compensation plans    approved by security holders**
N/A
N/A
N/A**Equity compensation plans not    approved by security holders**
N/A
N/A
N/A****
**Total**:
N/A
N/A
N/A
11

***Security Ownership ofCertain Beneficial Owners and Management***.

The following table sets forth, as at March 28, 2003, certaininformation with respect to the beneficial ownership of our common stock by eachshareholder known by us to be the beneficial owner of more than five percent(5%) of our common stock, and by each of our current directors and executiveofficers. Each person has sole voting and investment power with respect to theshares of common stock, except as otherwise

indicated. Beneficial ownership consists of a direct interestin the shares of common stock, except as otherwise indicated.
****
** **

**Name and Address of Beneficial Owner****Amount and Nature of    Beneficial Ownership(1)****Percentage of Class(1)**Joginder Brar(2)(former President, Chief Executive Officer and Director)    28 Lavalencia Gds. NE    Calgary, Alberta T1Y 6S41,800,00022.94%Jaroslav Zubik(2)(former Secretary and Director)6427 Dalton Dr. NW Calgary, Alberta T3A1,800,00022.94%Costas Takas(2)President, Chief Executive Officer and Director0(3)0%Stephen Spoonamore    Secretary and Director    3245 E. 17th Avenue Vancouver, BC, Canada V5M 2N90(4)0%Robert H. Miller    Treasurer and Vice-President Investor Relations7,0000.0009%Officers and Directors as Group3,600,00045.87%
**Notes**:
(1) Based on 7,848,000 shares of common stock    issued and outstanding as of March 28, 2003. Except as otherwise indicated,    we believe that the beneficial owners of the common stock listed above,    based on information furnished by such owners, have sole investment and    voting power with respect to such shares, subject to community property laws    where applicable. Beneficial ownership is determined in accordance with the    rules of the SEC and generally includes voting or investment power with    respect to securities. Shares of common stock subject to options or warrants    currently exercisable, or exercisable within 60 days, are deemed outstanding    for purposes of computing the percentage ownership of the person holding    such option or warrants, but are not deemed outstanding for purposes of    computing the percentage ownership of any other person.(2) Messrs. Brar, Zubik and Takkas have entered    into an agreement whereby Mr. Takkas will acquire all of the stock holdings    in our company currently held by Messrs. Brar and Zubik. At that time Mr.    Takkas will control3,600,000 shares of common stock of our company or 45.87%    of the total issued and outstanding share capital.
***Changes in Control***.

Mr. Costas Takkas has entered into an agreement with Messrs.Brar and Zubik whereby he will acquire all of their stock holdings in ourcompany. At that time Mr. Takkas will control3,600,000 shares of common stock ofour company or 45.87% of the total issued and outstanding share capital. We areunaware of any other contract or arrangement, the operation of which may, at asubsequent date, result in a change in control of our company.

12

**Item 12. Certain Relationships andRelated Transactions**

During the year ended December 31, 2002, there were notransactions involving related parties.

We have retained a consultant, Auron 2000, to assist in themanagement of the Company. The services to be rendered include administrativeduties, contract negotiations, financing services and shareholder communication.Auron 2000 will receive compensation of $3,000 per month plus expenses. Auron2000 is wholly-owned by Robert H. Miller who holds the office of Treasurer andVice-President Investor Relations of the Company.

Mr. Costas Takkas, our President, Chief Executive Officer anda director of our Company has a pre-existing relationship with CPL Construcoes eComercio Inc. Mr. Takkas is owed $2,000,000 from CPL for loans made by Mr.Takkas to CPL for registration and taxes on the land owned by CPL in Tocantins,Brazil, working capital, legal opinions from various attorneys and other costsrelating to financing sought for the project. Mr. Takkas has agreed to assign$1,000,000 of his interest in this debt to Arbor. Therefore, $1,000,000 of the$3,000,000 convertible loan we intend to provide to CPL will represent thispre-existing debt and $2,000,000 will be in new cash.

Conflicts Related to Other Business Activities. The personsserving as our officers and directors have existing responsibilities and, in thefuture, may have additional responsibilities, to provide management and servicesto other entities in addition to us. As a result, conflicts of interest betweenus and the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts of interest inour favor. Our officers and directors are accountable to us and our shareholdersas fiduciaries, which requires that such officers and directors exercise goodfaith and integrity in handling our affairs. A shareholder may be able toinstitute legal action on our behalf or on behalf of that shareholder and allother similarly situated shareholders to recover damages or for other relief incases of the resolution of conflicts in any manner prejudicial to us.

**PART IV**

**Item 13. Exhibits, FinancialStatement Schedules, and Reports on Form 8-K**

***Exhibits***

**ExhibitNumber**     ** Exhibit Title**

3.1             Articles of Incorporation as Amended (incorporated by reference from our Form10-SB/A Registration Statement, filed January 30, 2001)3.2             Bylaws (incorporated by reference from our Form 10-SB/A Registration Statement,filed January 30, 2001)3.3             Certificate of Amendment to Articles of Incorporation, dated December 9, 1999(incorporated by reference from our Form 10-SB/A,                  filed January 30, 2001)10.1            LetterAgreement with CPL Construcoes e Comercio Inc.10.2            Letter ofAgreement with Abucco Technologies Inc.31.a            Section302 Certificate of CEO31.b            Section302 Certificate of CFO32.a            Section906 Certificate of CEO32.b            Section906 Certificate of CFO

***Reports of Form 8-K***

None

**Item 14. Controls and Procedures**

***Evaluation ofDisclosure Controls and Procedures***.

Our Chief Executive Officer and Chief Financial Officer haveevaluated the effectiveness of our disclosure controls and procedures (asdefined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of1934, as amended) as of a date within ninety days of the filing date of thisannual report on Form 10-KSB. Based upon their evaluation, theChief Executive Officer and Chief Financial Officer have concluded that ourdisclosure controls and procedures are effective.

13

***Changes ininternal controls***.

There were no significant changes in the Company's internalcontrols or in any factors that could significantly affect internal controlssubsequent to the date of the Chief Executive Officer and the Chief FinancialOfficer's evaluation.

 

14

**FINANCIAL STATEMENTS**

 

**ARBOR, INC.
**FINANCIAL STATEMENTS**

**DECEMBER 31, 2002**

 

**TABLE OF CONTENTS**

 

                                                              PAGE

   INDEPENDENT AUDITORS' REPORT                                                   F-1
  BALANCE SHEET                                                                                   F-2**  STATEMENTS OFOPERATIONS                                                           F-3**  STATEMENTS OFSTOCKHOLDERS' EQUITY                                     F-4**  STATEMENTS OF CASHFLOWS                                                           F-5
  NOTES TO FINANCIAL STATEMENTS                                                 F-6** 

INDEPENDENT AUDITOR'S REPORT 

**To the Board of Directors and Stockholders      Arbor, Inc.      Calgary, Alberta, Canada**      We have audited the accompanying balance sheet of Arbor, Inc. (a Nevada      corporation in the development stage) as of December 31, 2002, and the      related statements of operations, changes in stockholders' equity, and      cash flows for each of the two years in the period then ended and for the      period from February 25, 1999 (inception) to December 31, 2002. These      financial statements are the responsibility of the Company'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 audits 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 Arbor, Inc. at      December 31, 2002, and the results of its operations and its cash flows      for each of the two years in the period then ended and for the period from      February 25, 1999 (inception) to December 31, 2002, in conformity with      accounting principles generally accepted in the United States of America.      The accompanying financial statements have been prepared assuming the      Company will continue as a going concern. As discussed in Note 1 to the      financial statements, the Company is in the development stage and has not      commenced operations. Its ability to continue as a going concern is      dependent upon its ability to develop additional sources of capital,      and/or achieve profitable operations. These conditions raise substantial      doubt about its ability to continue as a going concern. The financial      statements do not include any adjustments that might result from the      outcome of these uncertainties.      /s/ Braverman & Company, P.C.      Braverman & Company, P.C.      Prescott, Arizona      April 25, 2003

F-1**ARBOR, INC.****(A DEVELOPMENT STAGE      COMPANY)**** BALANCE SHEET****December 31, 2002**                     **ASSETS**       **CURRENT ASSETS**    $                     -                ** **      $                     -                            **LIABILITIES AND      STOCKHOLDERS' EQUITY**       **CURRENT LIABILITIES**    ** **Accounts payable    $     24,703**  Accounts payable      related party**                 59,811  Officer advance                    1,000       **Total current liabilities**                 85,514       **COMMITMENTS AND      CONTINGENCIES**          **STOCKHOLDERS' EQUITY **    Common stock, par value $.001,      25,000,000     shares authorized,      7,848,000 issued and     outstanding                    7,848Paid-in capital          122,952Contributed capital         102,319(Deficit) accumulated during the development      stage        (318,632)        Total Stockholders'      Equity          (85,514)              $                     -                     **SEE ACCOMPANYING NOTES TO      FINANCIAL STATEMENTS**                 **F-2**   
**ARBOR,      INC.**
**(A      DEVELOPMENT STAGE COMPANY)****STATEMENTS OF OPERATIONS**                            ** ** **Cummulative**       **From February 25,**     **   ** **1999**     ** ** **(Inception)**       **to**   **Year Ended December 31,** **December 31,**   **2002** **2001** **2002**                     **REVENUE** $                     -  $                         -  $                         -         **EXPENSES**        General and      adminstrative
             83,120 
                 24,321                318,493   Interest
                   139                          139         **    TOTAL      EXPENSES**             83,259                  24,321                318,632         **NET (LOSS)** $   (83,259)  $            (24,321)  $      (318,632)         **NET (LOSS) PER COMMON      SHARE-BASIC** $             (0.01)  *                **WEIGHTED AVERAGE NUMBER **      **OF COMMON SHARES OUTSTANDING**   7,848,000             7,848,000           * Less than $.01 per share                      **SEE ACCOMPANYING NOTES TO FINANCIAL      STATEMENTS**        **                     F-3****ARBOR, INC.****(A DEVELOPMENT STAGE      COMPANY)****  STATEMENT OF CHANGES      IN STOCKHOLDERS' EQUITY  **                                    **(Deficit)**            **Accumulated**            **During the**    **Common Stock** **Paid-in** **Contributed** **Development**    **Shares**** ****Amount** **Capital** **Capital** **Stage** **Total**             **Balances, at inception**                         -  $                -  $                    -  $                       -  $                       -  $                  -        Issuance of stock                 For services      @ $.05 per share   1,200,000      1,200        58,800               60,000    For cash @      $.05 per share   1,416,000      1,416        69,384               70,800  Net (loss)               (109,504)   (109,504)             **Balances, December 31, 1999**   2,616,000           2,616           128,184                           -            (109,504)           21,296  Contributed capital                      83,218             83,218  Net (loss)               (101,549)   (101,549)             **Balances, December 31, 2000**   2,616,000           2,616           128,184                83,218            (211,053)              2,965  Contributed capital                      19,101             19,101  Stock split, 3 for 1    5,232,000      5,232              (5,232)                          -  Net (loss)                      (24,321)     (24,321)             **Balances, December 31, 2001**   7,848,000           7,848           122,952              102,319            (235,374)            (2,255)  Net (loss)                      (83,259)     (83,259)             **Balances, December 31, 2002**   7,848,000  $     7,848  $      122,952  $             102,319  $            (318,632)  $     (85,514)                                                    **                        SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS**               F-4  **ARBOR, INC.** 
**(A DEVELOPMENT STAGE      COMPANY)****STATEMENTS OF CASH FLOWS**                              ** ** **Cummulative**          **From February 25,**        **   ** **1999**        ** ** **(Inception)**          **to**      **Year Ended December 31,** **December 31,**      **2002** **2001** **2002**           **CASH FLOWS FROM OPERATING      ACTIVITIES**                   Net (loss) from operations   $             (83,259)    $                   (24,321)  $             (318,632)              Contributed services                                -                            19,101                   102,319              Issuance of common stock for services                         60,000              Increase (decrease) in cash                            resulting from changes in:        Accounts payable                     83,259                            (1,326)                     85,513            **NET CASH USED BY  OPERATING      ACTIVITIES**                             -                            (6,546)                    (70,800)                      **CASH FLOWS FROM FINANCING      ACTIVITIES**                   Proceeds from sale of common stock                              -                                       - 
                    70,800            **NET CASH PROVIDED BY FINANCING ACTIVITIES**                             -                                       - 
                    70,800                  **NET INCREASE IN CASH**                               -                            (6,546)        -             **CASH, BEGINNING OF PERIOD**                              -                              6,546                                -            **CASH, END OF PERIOD**   $                         -  $                                  -  $                            -                                SUPPLEMENTARY INFORMATION                               Interest paid during the period  
 $                     139   
 $                        139                                 **SEE ACCOMPANYING NOTES TO      FINANCIAL STATEMENTS**           
F-5
**ARBOR, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS** 

**NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES**Arbor, Inc. (the Company) was organized February 25, 1999, under the laws of theState of Nevada, as originally E Investments, Inc. The Company currently has norevenue or operations and, in accordance with SFAS No.7, is considered adevelopment stage company. The fiscal year end of the Company is December 31.****Estimates****The preparation of Financial Statements, in conformity with accountingprinciples generally accepted in the United States of America, requiresmanagement to make estimates and assumptions which affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilities,at the date of the Financial Statements, and the reported amounts of revenue andexpenses during the reporting period. Actual results could differ from thoseestimates.****Income Taxes****Income taxes are provided for using the liability method of accounting inaccordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)"Accounting for Income Taxes". A deferred tax asset or liability is recorded forall temporary difference between financial and tax reporting. Deferred taxexpense (benefit) results from the net change during the year of deferred taxassets and liabilities.****2001****For federal income tax purposes, substantially all deductible expensesincurred to date must be deferred until the Company commences business and thenthey may be charged against operations over a 60-month period or permanentlycapitalized. Since the Company is not in business as of December 31, 2001,accumulated deductible expenses incurred since inception of $147,566, resultedin a $36,389 deferred tax asset. A valuation allowance of $36,389 has beenprovided since there is no assurance of future taxable income. Tax deductiblelosses, when provided, can be carried forward for 20 years until utilized. Noneof the $87,818 of expenses constituting the majority of contributed capital isdeductible for federal income tax purposes. There is no net operating losscarry-forward at December 31, 2001. For the year 2001 the tax deductibleexpenses were $19,721 and the deferred income tax benefit and offsettingvaluation allowance were $4,930.****2002****For 2002 the tax deductible expenses incurred totaled $83,259 and theassociated income tax benefit and valuation allowance were $20,815.**F-6

**ARBOR, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS**

**NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (Continued)****Loss Per Share**Net loss per share is provided in accordance with Statement of FinancialAccounting Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss pershare is computed by dividing net loss available to common stockholders by theweighted average number of common shares outstanding during the period. Theeffect of the three for one forward stock split during October 2001 has beenapplied retroactively to all periods presented.****Going Concern****The Company's financial statements have been presented on the basis that itis a going concern, which contemplates the realization of assets and thesatisfaction of liabilities in the normal course of business. The Company hassuffered losses since inception, has a negative working capital and a deficit instockholders' equity. The Company's ability to continue in existence isdependent on its ability to develop additional sources of capital, and/orachieve profitable operations. Management's plan is to pursue one or moreprivate placements for a minimum of 3 million dollars in order to enter into theacquisitions as further described in the notes to financial statements(subsequent events). The accompanying financial statements do not include anyadjustments that might result from the outcome of this uncertainty.****NOTE 2 - RELATED PARTY TRANSACTIONS****Capital Contributed by Management****Capital contributed for the year ended December 31 2001, provided bymanagement without future reimbursement, has been expensed in the accompanyingstatements of operations. Amounts contributed were either paid by management orincurred and valued at fair value by management. For the year 2001, they totaled$19,101.****Auron 2000****Auron 2000, a company owned by an officer of the Company, providedmanagement and office overhead for the Company during the year of $59,811.

F-7
****ARBOR, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS**

 

**NOTE 3 - RESTATEMENT OF PRIOR QUARTERS OF 2002**The Company has filed on Form 10-QSB for each of the fiscal quarters endedMarch 31, June 30 and September 30, 2002 financial statements disclosingcontributed capital of $13.759, $13,979 and $14253, respectively. Those amountshave been restated as accounts payable in lieu of contributed capital, inasmuchas management of the Company has determined that such corrections are nowrequired. There was no effect on net loss, or loss per share. The only effectwas to decrease total stockholders equity and increase the current liabilitiesof the Company by the amounts reflected above.****NOTE 4 - SUBSEQUENT EVENTS****LETTERS OF INTENT****The Brazil Project****The Company is required to provide a convertible loan of 3 million dollarsto Construcoes e Comercio, Inc. (CPL), a Delaware corporation, of which 2million dollars will be in cash. The balance of 1 million dollars waspre-existing debt already provided to CPL by a creditor who is to assign hisinterest in the loan to the Company. The creditor joined the Company as adirector and became responsible for its management in 2003.Under the arrangements of the letter of intent, the loan is repayable in 3 yearswith a guaranteed return of 1.5 million dollars which may be converted into a 20percent interest in CPL. An option for $750,000 will be provided to the Companyto acquire an additional 30 percent interest during a specified time period .Collateral is to be provided for the loan consisting of land owned by CPL andall other assets, being developed by CPL over a 9 year period in the city ofPiracicaba in the State of San Paulo, B**razil.**The Abucco Project****The Company may acquire Abucco Technology, Inc., a British Columbia basedtechnology company (Abucco) for 4,786,000 restricted common shares of theCompany, for all of the common stock outstanding of Abucco. In addition 1million dollars is to be provided by the Company by September 30, 2003, toexpand sales and marketing, production and client support functions.Abucco has developed seven different product solutions using anopen-architecture platform of software and embedded hardware components, whichconverge, wireless cellular, and internet communications technologies withinteroperable monitoring and control functions for a wide range of industries inglobal markets.

F-8
****SIGNATURES****
Pursuant to the requirements of Section 13 and 15 (d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.
****Arbor, Inc.****
/s/ Costas Takkas

 

By: ________________________________

Costas Takkas, President and CEO/DirectorDate: May 1, 2003

In accordance with the *Securities Exchange Act of 1934*, this reporthas been signed below by the following persons on behalf of the registrant andin the capacities and on the dates indicated.
** 
/s/ Costas Takkas

 

By: ________________________________      Costas Takkas, President and CEO/Director      Date: May 1, 2003 
/s/ Stephen Spoonamore

 

By: ________________________________      Stephen Spoonamore, Secretary and Director      Date: May 1, 2003  
 

 

 

 

 

 

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