10KSB 1 form10ksb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Urbanfind, Inc. - Form 10-KSB
UNITIED 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 February 28, 2003
   
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

URBANFIND, INC.
(Name of small business issuer in its Charter)

Delaware
(State or other jurisdiction of Incorporation or organization)
91-1980708
(I.R.S. Employer Identification Number)
   
10229 – 19th Avenue SW, Seattle, WA
(Address of principal executive offices)
98146
(Zip Code)

Issuer’s telephone number: (360) 647-3170

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

NONE

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

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class)

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

Check if 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. x  

State issuer’s revenues for its most recent fiscal year $ 0.00

State the aggregate market value of the voting and non-voting common equity held by non-affiliate computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) Our common stock is quoted at the present time. At June 9, 2003, our stock was bid $0.70 and offered at $2.00. Based on an average of the bid and offered prices, the aggregate market value at June 9, 2003 is $14,084,599.




URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

FORWARD LOOKING STATEMENTS

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the Company’s current expectations as to future events. In the light of the uncertainties in the potential markets for the Company’s planned products, the forward-looking events and circumstances discussed in this document might not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

The Company is filing this Form 10-KSB as part of the process of voluntarily becoming a reporting company. The Company will file voluntary reports if its obligation to file reports is terminated under the Securities Exchange Act of 1934.

BUSINESS DEVELOPMENT

Urbanfind, Inc. was incorporated in the State of Delaware on March 12, 1999 to engage in business on the internet.

Urbanfind, Inc. owns and operates a website on the internet, the address is Urbanfind, Inc.com. The website is designed to meet the unique needs and tastes of the Afro-American consumer. This strategy comes from the fact that this demographic market is not being adequately served at this time. Management feels that it is easier and more practical to market to a specific audience, however diverse their interests, tastes and spending patterns may be.

Urbanfind is a search portal (a search engine driven website) designed for revenue based on a click-through, and a percentage fee for sales generated by a click-through.

Urbanfind.com uses the 20 most popular search engines on its home page, which the visitor can use with a click on that search engine. The visitor can also follow neatly arranged links to hand picked websites offering news, business, sports, travel, weather, entertainment and shopping, all geared to the interests of the Afro-American consumer.

The Company has now 1,000 hand picked links that have been selected for the quality and name recognition of their respective goods and services. The goal is to build to 2,000 hand picked links, at which point, management feels that is will have run out of quality Afro-American sites.

Traffic to the site will come from search engine results and print media exposure. Once users find Urbanfind.com, they will be encouraged to stay on a long term basis. This is how the site will slowly grow to its target views per month.


URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

REPORTS TO SECURITY HOLDERS

You may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC, 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding the Company that is filed electronically with the SEC.

ITEM 2. PROPERTIES

None

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Registrant is a party or of which any of its property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

a)

Market Information

Prior to May 2001, there was no trading market for our common stock. We obtained a trading symbol of “UBFI” and began trading on the NASD Over-the-Counter Bulletin Board in May 2001. Although we have a listing on the Bulletin Board, there is no assurance that an active, liquid market for our common stock will develop or that a trading market will continue.

Our common stock is quoted on the NASD Over-the-Counter Bulletin Board at the present time. At June 9, 2003, our stock was bid $0.70 and offered at $2.00.



URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

a)

Market Information (Continued)

The Securities and Exchange Commission has adopted a rule that defines a “penny stock”, for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is presently considered a “penny stock” and is subject to such market rules. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

   
b)

Holders

There are 40 holders of the common stock of the Company.

   
c)

Dividends

The Registrant has never paid any dividends, cash or otherwise, on the common shares of the Company. There is no plan to pay dividends for the foreseeable future.

   
d)

Unregistered Sales

During the period covered by this report, the Company has sold no securities.



URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The internet has created a new medium for advertising, marketing and sales. Most revenue of the Company will come from affiliated programs. Over two hundred potential online partners are prepared to pay commissions on revenues generated from users of Urbanfind.com.

The Company will generate revenue through banner advertising. Banner ads pay a fee of $10.00 per thousand banner views. Management feels that with a targeted group, there will be more traffic to the site; and the result is that the banner ads will generate more income.

Another source of revenue is affiliate and co-branding. The North American affiliate program system is driven by three major market clearing houses, which is the internet equivalent of advertising agencies. This leads to a system called “Pay for Performance Advertising/Performance Marketing”. Typically, revenues from affiliate sales are 10% of the sale.

The Company features 20 popular search engines. Users of Urbanfind.com are urged to use the search engines featured. Search engines typically pay between $0.01 to $0.06 for every search entered from the Urbanfind.com site.

The Company has been focusing on securing a listing on the OTC Electronic Exchange. The internet activities of the Company will be reviewed during the next three month period.

ITEM 7. FINANCIAL STATEMENTS

Financial statements of the Company meeting the requirements of Regulation S-B are filed on the succeeding pages as listed below:


 

URBANFIND, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

 


AUDITORS' REPORT

 

To the Shareholders
Urbanfind, Inc.
(A Development Stage Company)

We have audited the balance sheets of Urbanfind, Inc. (a development stage company) as at February 28, 2003 and 2002, and the statements of operations and deficit accumulated during the development stage, cash flows, and stockholders’ equity for the years ended February 28, 2003 and 2002, and for the period from March 12, 1999 (date of inception) to February 28, 2003. 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 United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance 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 audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2003 and 2002, and the results of its operations and cash flows for the years ended February 28, 2003 and 2002, and for the period from March 12, 1999 (date of inception) to February 28, 2003, in accordance with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2(m) to the financial statements, the Company has suffered recurring losses and net cash outflows from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2(m). These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, B.C.   “Morgan & Company”
     
May 23, 2003   Chartered Accountants
     
Tel: (604) 687-5841
Fax: (604) 687-0075
www.morgan-cas.com
P.O. Box 10007 Pacific Centre
Suite 1488 - 700 West Georgia Street
Vancouver, B.C. V7Y 1A1


URBANFIND, INC.
(A Development Stage Company)

BALANCE SHEETS

  FEBRUARY 28  
  2003     2002  
ASSETS            
             
Capital Assets (Note 4) $ 2,916   $ 4,860  
Website Development Costs (Note 5)   1,890     12,046  
           
$ 4,806   $ 16,906  
LIABILITIES            
             
Current            
   Accounts payable $ 10,182   $ 7,680  
   Interest payable   3,383     379  
  13,565     8,059  
             
Long Term Notes Payable (Note 6)   31,500     6,500  
  45,065     14,559  
SHAREHOLDERS’ (DEFICIENCY) EQUITY            
             
Share Capital            
   Authorized:            
      80,000,000 common shares, par value $ 0.0001 per share            
      20,000,000 preferred shares, par value $0.0001 per share            
   Issued and outstanding:            
      10,433,037 common shares at February 28, 2003 and 2002   1,043     1,043  
             
   Additional paid-in capital   434,584     434,584  
             
Deficit   (475,886 )   (433,280 )
  (40,259 )   2,347  
$ 4,806   $ 16,906  


URBANFIND, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS AND DEFICIT

                INCEPTION  
                AUGUST 17  
    YEARS ENDED     1999 TO  
    FEBRUARY 28     FEBRUARY 28  
    2003     2002     2003  
                   
Revenue                  
      Miscellaneous income $ -   $ 402   $ 2,741  
                   
Expenses                  
      Consulting   3,000     8,150     44,285  
      Filing and transfer agent fees   299     1,923     4,288  
      Professional expenses   2,851     8,225     32,588  
      Website maintenance   1,140     83     16,470  
      Depreciation and amortization   12,100     11,195     24,920  
      Interest expense   3,004     379     3,383  
      General and administrative   20,212     18,762     52,693  
      Compensation   -     300,000     300,000  
                   
Net Loss For The Year   42,606     348,315   $ 475,886  
                   
Deficit, Beginning Of Year   433,280     84,965        
                   
Deficit, End Of Year $ 475,886   $ 433,280        
                   
                   
Net Loss Per Share $ 0.01   $ 0.04        
                   
                   
Weighted Average Number Of Common                  
   Shares Outstanding   10,433,037     8,970,023        


URBANFIND, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

                INCEPTION  
                AUGUST 17  
    YEARS ENDED     1999 TO  
    FEBRUARY 28     FEBRUARY 28  
    2003     2002     2003  
                   
Cash Flows From Operating Activities                  
      Net loss for the year $ (42,606 ) $ (348,315 ) $ (475,886 )
                   
Adjustments To Reconcile Net Loss To Net                  
   Cash By Operating Activities                  
      Compensation paid with stock   -     300,000     300,000  
      Depreciation and amortization   12,100     11,195     24,920  
      Accounts payable   2,502     7,030     10,182  
      Prepaid expenses   -     1,800     -  
      Interest payable   3,004     379     3,383  
    (25,000 )   (27,911 )   (137,401 )
                   
Cash Flows From Financing Activities                  
      Notes payable   25,000     6,500     31,500  
      Common stock issued   -     -     135,626  
    25,000     6,500     167,126  
                   
Cash Flows From Investing Activities                  
      Purchase of capital assets   -     (4,996 )   (7,241 )
      Website development costs   -     (15,000 )   (22,484 )
    -     (19,996 )   (29,725 )
                   
Increase (Decrease) In Cash   -     (41,407 )   -  
                   
Cash, Beginning Of Year   -     41,407     -  
                   
Cash, End Of Year $ -   $ -   $ -  


URBANFIND, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDER’S EQUITY

FEBRUARY 28, 2003

                DEFICIT        
COMMON STOCK   ACCUMULATED        
NUMBER         ADDITIONAL   DURING THE        
OF         PAID-IN   DEVELOPMENT        
SHARES   AMOUNT   CAPITAL   STAGE     TOTAL  
Issuance of common stock for                            
   cash at $0.0001 per share 4,000,000   $ 400   $ 3,600   $ -   $ 4,000  
                             
Issuance of common stock                            
   from private placement for                            
   cash at $0.10 per share 300,000     30     29,970     -     30,000  
                             
Loss for the period ended                            
   February 29, 2000 -     -     -     (13,710 )   (13,710 )
                             
Balance, February 29, 2000 4,300,000     430     33,570     (13,710 )   20,290  
                             
Issuance of common stock                            
   from private placement for                            
   cash at approximately                            
   $0.675 per share 143,037     14     96,613     -     96,627  
                             
Issuance of common stock                            
   from private placement for                            
   cash at $0.25 per share 40,000     4     9,996     -     10,000  
                             
Refund of funds received from                            
   private placement at $ 0.10                            
   per share (50,000 )   (5 )   (4,995 )   -     (5,000 )
                             
Loss for the year ended                            
   February 28, 2001 -     -     -     (71,255 )   (71,255 )
                             
Balance, February 28, 2001 4,433,037     443     135,184     (84,965 )   50,662  
                             
Issuance of common stock for                            
   compensation at $0.05 per                            
   share 6,000,000     600     299,400     -     300,000  
                             
Loss for the year ended                            
   February 28, 2002 -     -     -     (348,315 )   (348,315 )
                             
Balance, February 28, 2002 10,433,037     1,043     434,584     (433,280 )   2,347  
                             
Loss for the year ended                            
   February 28, 2003 -     -     -     (42,606 )   (42,606 )
                             
Balance, February 28, 2003 10,433,037   $ 1,043   $ 434,584   $ (475,886 ) $ (40,259 )


URBANFIND, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

1.
  

ORGANIZATION AND DESCRIPTION OF BUSINESS

Urbanfind, Inc., formerly Cyberbiz, Inc., (hereinafter “the Company”) was incorporated on March 12, 1999 under the laws of the State of Delaware for the purpose of providing a website which specifically addresses the unique needs and preferences of the African American consumer. The Company maintains offices in Bellingham, Washington, and in Vancouver, British Columbia. The Company’s fiscal year end is the last calendar day of February.

On November 6, 2000, the Company amended its articles of incorporation to reflect the corporate name change to Urbanfind, Inc. from Cyberbiz, Inc.

   
2.
  

SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

   
  a)

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

   
  b)

Development Stage Activities

The Company has been in the development stage since its formation in March 1999 and has not yet realized any material revenues from its planned operations. It is engaged in the business of marketing and selling goods via a discount liquidation website.

   
  c)

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.



URBANFIND, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

2.
  
SIGNIFICANT ACCOUNTING POLICIES (Continued)
   
d)

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

   
e)

Fair Value of Financial Instruments

The carrying amounts for cash, prepaid expenses, accounts payable and accrued liabilities approximate their fair value.

   
f)

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 133 – “Accounting for Derivative Instruments and Hedging Activities”, as amended by SFAS No. 137 – “Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138 - “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, which is effective for the Company as of January 1, 2001. This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

At February 28, 2003, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

   
  g)

Revenue Recognition

The Company will recognize revenue from internet-based affiliate programs when funds are earned and measurable.

     
  h)

Compensated Absences

Currently, the Company has no employees; therefore, no policy regarding compensated absences has been established. The Company will establish a policy to recognize the costs of compensated absences at the point in time that it has employees.



URBANFIND, INC.
(
A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
  i)

Provision for Taxes

At February 28, 2003, the Company had an accumulated net operating loss of $475,886, which expire in the years 2019 through 2020. The Company recognized approximately $300,000 of expense for the issuance of common stock for services in 2001, which were not deductible for tax purposes.

     
  j)

Basic and Diluted Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share were the same as there were no common stock equivalents outstanding.

     
  k)

Reclassifications

Certain amounts from prior periods have been reclassified to conform with the current period’s presentation. This reclassification has resulted in no changes to the Company’s accumulated deficit or net losses presented.

     
  l)

Employee and Non-Employee Stock Compensation

The Company values common stock issued to employees and other than employees for services, property and investments at the fair market value of the common stock which is the closing price of Company stock on the day of issuance. If no trading occurred on that day, then the fair market value is the lower of the closing prices on the first previous day and the first following day on which the Company’s stock was traded. Prior to the Company’s stock being publicly traded, the common stock was valued based upon projected trading value from the Company’s market maker.



URBANFIND, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
   
  m)

Going Concern

Since inception, the Company has suffered recurring losses and net cash outflows from operations. The Company expects to continue to incur substantial losses to complete the development of its business. Since its inception, the Company has funded operations through common stock issuances and long term debt in order to meet its strategic objectives. Management believes that sufficient funding will be available to meet its business objectives, including anticipated cash needs for working capital, and is currently evaluating several financing options, including a public offering of securities. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business. As a result of the foregoing, there exists substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

   
3.
  

SERVICE AGREEMENT

On May 31, 2000, the Company entered into an agreement with Apus Capital Corp., a related party, for future office services and rent valued at $600 per month. At May 31, 2001, $7,200 had been expensed and paid per this agreement. For the year ended February 28, 2003, $7,200 has been accrued.

   
4.
  

CAPITAL ASSETS

At February 28, 2003, the Company’s capital assets consist of office equipment, which is being depreciated using an accelerated method of depreciation over a five-year life span. Depreciation expense for the year ended February 28, 2003 was $1,944 (2002 - $1,843).

   
5.
  

WEBSITE DEVELOPMENT COSTS

Effective January 1, 2000, the Company adopted SOP 98-1 as amplified by EITF 99-2 –“Accounting for Website Development Costs”. In accordance with this early adoption, the Company will henceforth capitalize website development costs.

In November 2000, the Company revised and expanded its website. The cost of development was $7,485 and will be amortized over a period of 24 months. In August 2001, the Company underwent another renovation of its website with the cost of $15,000 being amortized over a period of 24 months. Amortization expense for the year ended February 28, 2003 was $10,156 (2002 - $9,352).



URBANFIND, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

6. LONG TERM NOTES PAYABLE

      2003     2002  
  Repayable July 31, 2006, interest at 10% per annum, unsecured $ 6,500   $ 6,500  
               
  Repayable December 31, 2008, interest at 10% per annum,            
     unsecured   25,000     -  
               
    $ 31,500   $ 6,500  

7.
  

PREFERRED STOCK

The Company is authorized to issue 20,000,000 shares of $0.0001 par value preferred stock. The preferred shares have not been designated any preferences. As of February 28, 2003, the Company did not have any preferred shares issued or outstanding.

   
8.
  

COMMON STOCK

The Company is authorized to issue 80,000,000 shares of $0.0001 par value common stock. Each holder of common stock has one, non-cumulative vote per share on all matters voted upon by the shareholders. There are no preemptive rights or other rights of subscription.

On March 15, 1999, 4,000,000 shares of common stock were sold through a private placement at a price of $0.0001 per share. The offering was made pursuant to exemptions afforded by Sections (4)2 or 3(b) of the Securities Act of 1933 and Rule 504 of Regulation D. Two additional private placements occurred on March 19, 1999 and February 17, 2000, wherein 100,000 shares and 200,000 shares, respectively, were sold at a price of $0.10 per share. The three private placements raised a total of $34,000, which proceeds were used for general corporate purposes.

On July 10, 2000, the Company refunded a subscriber of stock $5,000 in return for the 50,000 shares of common stock issued. The refund was equal to the amount paid by the subscriber for the shares returned.

During the year ended February 28, 2001, the Company sold 183,037 shares through three private placements at an average price of $0.58 per share. The offerings were made pursuant to exemptions afforded by Sections (4)2 or 3(b) of the Securities Act of 1933 and Rule 504 of Regulation D. The private placements raised a total of $106,627, which proceeds will be used in development and maintenance of the Company’s website. None of the shares issued during the year ended February 28, 2001 were issued to officers or directors.



URBANFIND, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2003 AND 2002

8.
  

COMMON STOCK (Continued)

During the three month period ended May 31, 2001, the Company issued 6,000,000 shares of common stock for compensation. The offerings were made pursuant to exemptions afforded by Sections (4)2 or 3(b) of the Securities Act of 1933 and Rule 504 of Regulation D. The fair market value of the stock on the issue date was $300,000. The stock was issued by the Board of Directors per a management agreement.

   
9.
  

COMMITMENTS AND CONTINGENCIES

The Company is engaged in internet-based commerce. At present, the Company is unaware of any pending litigation or of any specific past or prospective matters, which could impair its ability to proceed in the marketplace.

 

 



URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

a)

Identification of Directors

Set forth below is the name, age and length of service of the Company’s present directors:


      LENGTH  
     NAME (AGE) POSITION OF SERVICE  
   
         
  Robin Lee (33) President, Secretary, Director Since 1999  

 

Executive Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of shareholders, and until their successors have been elected and qualified. There are no arrangements or understandings between any of the directors, officers, and other persons pursuant to which such person was selected as an Executive Officer.

Set fourth below is certain biographical information regarding each Director and Executive Officer of the Company:

Robin Lee: Mr. Lee is the President, Secretary and a Director of the Company. From 1989 to 2000, he has been the owner of PC People, a business that sells internet and computer related products and services.

   
b)

Indentification of Certain Significant Employees

The Registrant has no other employees.

   
c)

Family Relationships

There is no family relationship between the Director, Executive Officer, or person nominated or chosen by the Registrant to become a Director or Executive Officer.

   
d)

Involvement in Certain Legal Proceedings

No Director, or person nominated to become a Director or Executive Officer, has been involved in any legal proceedings during the past five years.



URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

 

e)

Promoters and Control Persons

Not applicable

   
f)

Compliance with Section 16(A) of the Exchange Act

So far as the Registrant is able to ascertain, all officers and directors of the Company are in compliance with information required under Section 16(a) of the Securities Exchange Act of 1934, as amended.

ITEM 10. EXECUTIVE COMPENSATION

There are no officers or directors that received compensation in excess of $60,000 or more during the last year.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There are presently 10,433,037 shares of the Company’s common shares outstanding. The following table sets forth the information as to the ownership of each person who, as of this date, owns of record, or is known by the Company to own beneficially, more than five percent of the Company’s common stock, and the officers and directors of the Company:

SHARES    
OF PERCENT  
COMMON OF  
  NAME STOCK OWNERSHIP  
 
         
  Nazir Maherali 6,000,000 57%  
  #11 – 31550 South Fraser Way      
  Abbotsford, BC V2T 4C6      
         
  Directors and Officers as a group Nil Nil  

Changes in Control

There are no arrangements that may result in a change in control of the Registrant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None


URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
     
a) Exhibits required by Item 601
(1)
         
  (3)(i) Articles of Incorporation (2)
  (3)(ii) Bylaws
(2)
  (13) Annual report to security holders, Form 10Q or quarterly report to security holders
(2)
         
    (1) Omitted Exhibits not applicable  
    (2) Incorporated by reference to previous filing
 
         
b)

Reports on Form 8-K

None

 

SIGNATURES

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

Dated: June 9, 2003

URBANFIND, INC.

___/s/ Robin Lee_________
President, Secretary and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on June 9, 2003.

___/s/ Robin Lee_________
Robin Lee
President, Secretary and Treasurer
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Accounting Officer)
Director


URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

CERTIFICATIONS

I, Robin Lee, Chief Executive Officer and Chief Financial Officer, certify that:
   
1.
I have reviewed this annual report on Form 10-KSB of Urbanfind, Inc.;
   
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
   
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
   
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
   
  a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
   
  b)
evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
   
  c)
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
   
5.
  
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
   
  a)
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant'’ ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
   
  b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.


URBANFIND, INC.

FORM 10-KSB

YEAR ENDED FEBRUARY 28, 2003

6.
The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other facts that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: June 11, 2003 Signed: ___/s/ Robin Lee_________
    Name: Robin Lee
    Title: Chief Executive Officer and
Principal Financial Officer

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robin Lee, the Chief Executive Officer and principal financial officer of Urbanfind, Inc. (the "Company") in compliance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, the Company's AnnualReport on Form 10-KSB for the period ended February 28, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 11, 2003 Signed: ___/s/ Robin Lee_________
    Name: Robin Lee
    Title: Chief Executive Officer and
Principal Financial Officer