-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ojs80hn+voRy66/EleEJA71gYkdFEl6urcFsKHYwW+I6TMsk/HbsFQTRmmKOWT1l u8f7V0CpZkyFVb5F4eV8xQ== 0001139020-02-000134.txt : 20020828 0001139020-02-000134.hdr.sgml : 20020828 20020828171415 ACCESSION NUMBER: 0001139020-02-000134 CONFORMED SUBMISSION TYPE: 10SB12G/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20020828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URBANALIEN CORP CENTRAL INDEX KEY: 0001172813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 880503197 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-49816 FILM NUMBER: 02751580 MAIL ADDRESS: STREET 1: 500 NORTH RAINBOW BLVD STREET 2: STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89107 10SB12G/A 1 uba_10sba1.txt FORM 10-SB12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM 10 - SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 URBANALIEN CORPORATION -------------------------- (Name of Small Business Issuers in its charter) NEVADA 88-0503197 --------- ------------ (State of other jurisdiction (I.R.S. Employer of Identification Number) incorporation or organization 5180 Orbitor Drive, L4W 5L9 Mississauga, Ontario, Canada ----------------------------- -------- (Address of principal (zip code) executive offices) Issuer's telephone number: 905 629-6677. Securities to be registered under section 12(b) of the Act: None Securities to be registered under section 12(g) of the Act: 50,000,000 shares of Common Stock, par value $0.001 - As of June 30, 2002, we had 17,132,500 shares of Common Stock issued and outstanding 5,000,000 shares of Preferred Stock, par value $0.001 - As of June 30, 2002, we have no shares of Preferred Stock issued and outstanding PAGE-1- TABLE OF CONTENTS PART I - ITEM 1. DESCRIPTION OF BUSINESS 4 RISK FACTORS 14 Our poor financial condition raises substantial doubt about our ability to continue as a going concern. You will be unable to determine whether we will ever become profitable. 15 We are a development stage company in public access Interactive kiosk terminals and we have limited operating history; because our planned growth is contingent upon receiving additional funding, you will be unable to evaluate whether our business will be successful. 15 Because our public access Interactive kiosk concept has not been widely accepted by the public, we face significant barriers to acceptance of our concept and services. 16 We will rely upon third parties for the mechanical development and maintenance of our Interactive kiosk terminals; any failures on the part of our third party providers may inhibit our internet access and the security and integrity of our software and data. 16 Our vulnerability to security breaches, glitches and other computer failures could harm our future business relationships, our ability to establish our future income and our ability to promote our brand name. 17 Officers, directors and principal stockholders can exert control over matters requiring stockholder approval. 17 Our management decisions are made by our Chief Executive Officer, Steve Billinger; if we lose his services, our revenues may be reduced. 17 Because our common stock is considered a penny stock, our common stock is considered a high-risk investment and is subject to restrictions on marketability; you may be unable to sell your shares. 18 Certain Nevada corporation law provisions could prevent a potential takeover of us which could adversely affect the market price of our common stock or deprive you of a premium over the market price. 18 PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS 20 PART I - ITEM 3. DESCRIPTION OF PROPERTY 23 PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23 PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS 24 PART I - ITEM 6. EXECUTIVE COMPENSATION 27 PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27 PART I - ITEM 8. DESCRIPTION OF SECURITIES 29 PART II - ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 30 Penny Stock Considerations 30 PART II - ITEM 2. LEGAL PROCEEDINGS 32 PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 32 PART II - ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 32 PART II - ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS 34 PART F/S. FINANCIAL STATEMENTS 39 PART III - ITEM 1. EXHIBITS 40 PAGE-2- PART I - ITEM 1. DESCRIPTION OF BUSINESS BUSINESS DEVELOPMENT Urbanalien, Inc. is a Nevada corporation formed in July 2001. Since our inception, we have devoted our activities to the following: * Raising capital; * Establishing our Interactive kiosk terminals business; and * Developing our infrastructure. We have never been the subject of any bankruptcy or receivership action. We have had no material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets outside the ordinary course of business. 16: Models We are engaged in the business of deploying high-speed, interactive kiosk terminals in theaters and similar public venues. We have three different models of kiosks deployed, as follows: 4 custom built kiosks which were custom designed for us. The additional two models are EP1000 and EP4000 model casings from E-Point in Scotland which are not custom designed. All the three models are running our Urbanalien application. 10: Define terms However, each of these kiosks has the following features: These kiosks have two plasma screens, one that displays full- motion, full-screen video and one that is touch-screen interactive. A plasma screen uses a liquid plasma rather than a traditional television tube to display the pictures. Our full motion screens have the same frame rate as television and are of the similar quality and have full- screen capability, meaning they use the full 15 inch diagonal with no framing device. Our touch screen not only shows pictures but allows a user interact with Internet based content, fill in surveys, print coupons and view promotional material such as trailers. We currently operate 12 kiosks in four locations. Our goal is to provide a fully serviced, integrated, interactive media network that will support advertising, content distribution and data collection. 13: Update to 6/30 We have conducted our operations since July 2001. We are a development stage company with limited revenues of $9,687 from inception through June 30, 2002. From our inception to June 30, 2002, we incurred operating losses of $1,447,791. 12: R&D expense: We have spent no funds on R&D. 11: website information We operate a web-site at www.urbanalien.com which provides information about our Interactive kiosk terminals. Comment 3: Domain Name ownership As of July 24th 2002, we became the owner of this name. Nothing on the web-site is part of this registration statement. PAGE-3- 8: Change plan of operations Neither our articles of incorporation nor our by-laws prohibit us from changing our plan of operation to a business different than our planned interactive kiosk terminal operation. PRINCIPAL PRODUCTS AND SERVICES Our principal product, our kiosks, combine in a single unit, computer systems, telecommunication peripherals such as modems, and multimedia hardware. We have three different models of kiosks deployed in trial. Our kiosks are connected to the Internet through a dedicated high-speed connection. We will use our kiosks to provide or enable: * Advertising including ad serving, ad tracking and usage analysis; interactive advertising and display advertising, * Customer surveys, which among other things will give the film industry the equivalent of television overnight ratings, * Data collection and data mining, * Special national event campaigns, * Demographic polling, coupons, cross promotions, and * Entertainment related material. We will provide these services for our clients or Example of 15: eliminate partnership companies providing products or services to us or to which we supply products or services, although we have no clients as of the date of this registration statement. Our objective is to provide fully serviced, integrated, interactive media networks linking our kiosks that will support advertising, content distribution and data collection. In our initial network deployment of interactive kiosk terminals in theatres, movie-goers will view advertising supported content, film trailers, as well as interact and fill in related content surveys. In addition, the consumers can access entertainment news and print coupons for concession discounts. The kiosk terminals in the future could also be extended to dispense admission tickets for the theatres. 6: implementation of this activity: We have not taken any steps to implement this feature. We have no estimate of the cost or timing to implement this feature. By maintaining a national installed network, Urbanalien will be able to administer, monitor and update content for the interactive kiosk terminals to service the advertisers, entertainment companies and other brand name product owners, such as arcade-like gaming companies, as well as theatre owners. We intend to install and expand our kiosk network through license agreements with theater owners and owners of other public venues. Although we have certain memoranda of understanding in place with theater owners, we have no license agreements in place as of the date of this registration statement. PAGE-4- We plan a national rollout in theatres in Canada as well as other appropriate future locations such as 17: meaning of "area" and contacts made "Area" was a typo. arenas in Canada, United States and United Kingdom. We have contacted one mall developer and on agent with relationships with National Hockey League and other Canadian arenas. However, we have no agreements to place any kiosks in sporting arenas as of the date of this registration statement. These kiosks will provide a new venue for advertising, distribution of entertainment content, demographic polling and data mining for major corporations and partners. Targeted kiosk locations benefit from increased foot traffic, new revenue sources, marketing opportunities and differentiation. Advertisers, promoters, data mining and other businesses benefit from these locations in addition, gather audience consumer preferences that will enable them to tailor product development and its related markets. Currently, Urbanalien 16: Status has completed our trial and review periods with Galaxy Entertainment and Cineplex Odeon, our kiosks remain on location and we are currently negotiating a formal agreement with each for permanent placement of our kiosks. .. We deployed twelve kiosk terminals in March 2002 at Galaxy Peterborough at 420 Water Street, Peterborough, Ontario and Cineplex Odeon at Queensway Theatre, 1025 The Queensway, Toronto; Eglinton Town Centre, 1901 Eglinton Avenue East, Toronto and Mississauga Square One Cineplex, 100 City Centre Drive, Mississauga. Comment 4: Kiosk revenue generation We have generated no revenues to date from the operation of these kiosks. Comment 4: Famous Players Kiosks are no longer deployed at Famous Players. We entered into a Memorandum of Understanding with Galaxy Cinemas that provides as follows: The term will commence with a sixty day initial deployment period, with a thirty day review, beginning on March 8 2002. We will, at our sole cost and expense, design, create, install and operate two Kiosks which will be located in the lobbies of the movie theatre at the Galaxy Peterborough cinema location. Each Kiosk will be fully installed and operational within thirty calendar days following the Effective Date. Upon a satisfactory test and our meeting criteria outlined by Galaxy theaters in the future both we and Galaxy Entertainment will make efforts to enter a joint venture agreement on mutually agreed terms which shall include deployment of the our network into all Galaxy Entertainment locations. PAGE-5- We entered into a memorandum of understanding with Cineplex Odeon Cinemas which provides as follows: The term will commence with a sixty day initial deployment period, with a thirty day review, beginning on May 3 2002. We will, at our sole cost and expense, design, create, install and operate ten Kiosks which will be located in the lobbies of the movie theatre at the agreed Cineplex Odeon Eglinton Town Centre, Queensway and Mississauga Square One cinema locations. Each kiosk will be fully installed and operational within thirty calendar days. Upon a satisfactory test and Urbanalien meeting criteria outlined by Cineplex Odeon theaters in the future, both we and Cineplex Odeon Entertainment will make efforts to enter a joint venture agreement on mutually agreed terms, which shall include deployment of the our network into all Cineplex Odeon Entertainment locations. We will generate revenues from our network of kiosks by: Advertising Our kiosks enable the selling of creative interactive advertising such as banners, micro-Web sites and animations, as well as coupons, display advertising, and full motion, full screen advertising. We believe that the theatre owners and content providers will pay us a percentage of the revenue derived from such advertising. 4: Agreements for revenue generation: We have no formal agreements in place whereby we will generate revenues from advertising. 5: Revenue generation model However we anticipate Cineplex Odeon's National Sales group called Cinema Marketing will handle sales of advertising on Urbanalien kiosks for the Cineplex and for the Galaxy Entertainment Group. Presentations to media agencies have been made, proposing survey questions and analysis to run in the current kiosks. In addition, we are investigating advertising for banner ads, short on-screen animations, 30 second commercials and links through to Internet sites in conjunction with a campaign run on the current kiosks. Urbanalien has indicated to Cinema Marketing that we require to retain 80% of any net revenues raised from our kiosks. Net revenues are agreed prior to any sales. To arrive to net revenues, it is sales amount, minus direct monthly cost of the kiosk maintenance and production cost of implementing the advertising or data mining. During our discussion period, we are also reviewing the option to directly approach the local advertisers, although we have not yet done so. PAGE-6- Proprietary rights 14: Proprietary rights held We obtained from three of our founders in July 2002 proprietary rights to the software used in our kiosks, as follows: UrbanAlien custom application built on Catapult: Advertising: an engine to display links to advertiser custom or existing content. A schedule to determine available ads and playback schedule. Movie trailer Component: an engine to automatically scroll and playback available trailers based on theatre location. Feedback: A data collection component to accumulate feedback pertaining to the device and specific content. Surveys: a custom survey component to collect user data pertaining to advertisers or content providers. Web Portal: a custom web browsing portal allowing the user to view and navigate permissible content. Coupons: A custom coupon component prints advertisers and sponsors coupons for promotions Business Arrangements We intend to enter exclusive and non-exclusive business arrangements with entertainment companies, owners of theaters and other entertainment/event locations, and owners of brand-name products such as the following: 15: Material agreements Galaxy Entertainment and Cineplex Odeon provide use of space for our deployed kiosks at no cost under trial memoranda of understanding that can be terminated at any time.Cineplex Odeon is providing ad sales for the kiosks deployed in their locations at no cost under trial oral agreements that can be terminated at any time. Warner Brothers studios are conducting data collection and analysis trials in our deployed kiosks at no cost under trial oral arrangement that can be terminated at any time.. Some sample projects include: 20: participation Urbanalien as well as Paramount Pictures Studios participated and was in charge of press and product giveaways in a jointly branded promotion at the Britney Spear's "CROSSROADS" premiere at Famous Players Cinemas nationally across Canada. We received approximately $10,000 for this participation. MGM studios and Clairol used our network at no charge for a jointly branded promotion at the Premier MGM's "Legally Blonde." PAGE-7- 15: Bell Globemedia provides 21: nature of content entertainment news and features content for our deployed kiosks. They do not provide advertising for theater owners or others or any other type of content.Bell Globemedia and Urbanalien have an oral understanding that Bell Globemedia will provide content and distribution up to end of December 2002. Consumer Profiling Specialists Through licensing access to our network to consumer profiling specialists, Urbanalien aims to sell research and survey related data through our data collection and analysis capabilities. The data collection should provide an additional revenue stream for Urbanalien as we will charge for access to the data we collect. Using our technology, we can provide the film industry the equivalent of television overnight ratings for the first time. At the same time consumers are rewarded with promotional giveaways, such as movie posters, for completing these surveys. We have no agreements with consumer profiling specialists in place as of the date of this registration statement. Content Distribution We intend to develop a series of content distribution agreements in Canada and the United States. Bell Globemedia currently provides web-site content under an oral agreement at no cost for our deployed kiosks, up to the end of December 2002. Marketing We intend to use a combination of public relations, sales materials, 22: trademark/trade name Reference to "branding" eliminated until we obtain trademark/tradename, events, interactive and co-operative marketing, in conjunction with businesses providing products or services to us or to which we supply products or services, although we have no partners as of the date of this registration statement. We also intend to participate in trade shows such as Show Canada, held in April each year, and other related trade shows. For example, Urbanalien's content partners, Bell Globemedia attended a joint press event 17 April 2002 at Show Canada, a trade event for studios, distributors and theatre chains. In addition Cineplex Odeon released publicity materials in April 2002, featuring Urbanalien and Cineplex in a brochure targeted at theatre exhibitors. PAGE-8- Infrastructure To provide for infrastructure development, we have secured a business relationship with TouchPoint Management. TouchPoint provides us with their custom application, Catapult, for our kiosk operating system. Catapult provides a complete framework for kiosk networks, including the ability to modify content off-site, content management, security management, advertising management, and other features. It is based on a Microsoft platform to enable deployment of functional rich media applications. Catapult provides the opportunity to present complex application presentations without requiring programming expertise. The custom application of Urbanalien can only be licensed to the competitors or related market by Urbanalien. TouchPoint develops and maintains a suite of publishing, processing and application tools and technologies that: streamline the creation of content and advertising, support the quality of service demands of the network, support ad serving, tracking and report generation and support data collection, analysis and report generation. Our technology supports full motion full screen advertising on screen, including ad serving, ad tracking and usage analysis; interactive advertising and display advertising. We currently acquire kiosks from Touchpoint Solutions who in turn procure kiosk casings from e-Point Technologies. The remainder of the kiosk including plasma screens and computing systems is sourced from various sources such as Compar. Should there be a need to source alternate kiosk platforms or components in the market, we have found other companies and product providers such as Netkey, Netnearu, and DFI. Given the alternative suppliers, we believe we would experience no disruption to the supply of kiosks. TouchPoint, is responsible for delivering design, production and concept development and technology advisory services. 18 & 19: Program, maintenance content and service providers On-site terminal installation and servicing are currently managed our own employees. Currently we also request Touchpoint from time to time for installation service or a service company, Metafore on as need basis. We have not entered into any agreement with any company to provide these services. Content programming is required only when we need to change or update the content running on the kiosk terminal; for example, when we need to update new trailers or insert an advertising banner for a company. Currently we have one part time employee who manages the graphics requirement for the updates. If there is an additional expertise required to update this content, we currently use Touchpoint on as need basis to provide this service on a discounted hourly rate of $85 per hour. Bell Globemedia is the third party content provider. The signed agreement with Sympatico/Lycos, who is a division of Bell Globemedia, is filed as an exhibit to this registration statement. PAGE-9- Network maintenance is provided through Urbanalian supplemented by Touchpoint. We are in discussions with Metafore to provide network and on-site kiosk installation and service for national network maintenance. We anticipate that Metafore will be a provider of network support for Urbanalien on a contracted basis upon full deployment. We have not entered into any agreement with any company to provide these services. We are also in discussion with Bell-Sympatico-Lycos and AT&T to provide high speed internet connection for our locations and network in exchange for allowing joint marketing for there business. Bell-Sympatico-Lycos have agreed to provide high-speed connection in our Galaxy deployment. Competition The digital media services and technology industry is highly fragmented and competitive. Our ability to compete effectively will depend upon our ability to maintain high quality, market-driven services. Many of our current and potential competitors have financial, personnel and other resources, including brand name recognition, substantially greater than those, as well as other competitive advantages over us. 23: Competitive Position We face competition from kiosk developers or technology companies that support networked kiosks and theatre operators themselves. Kiosk development competitors include both full service and niche companies. Full-service kiosk development companies provide broad developmental content, work primarily in the work-for-hire model and include large, better funded and staffed companies such as IBM. We cannot compete effectively with these companies; however, we do not believe these companies are focused on locations on which we are currently focusing, particularly movie theaters and sporting arenas. Niche interactive development companies, on the other hand, offer a variety of interactive content production services to the media and entertainment industries such as ExtendMedia or BCE's Bell ComboBox. Instead of producing content, they could offer content directly on kiosks. We don't believe any of these competitors is currently planning to do so. Theatre owners themselves could install networks of integrated kiosks but could, because of restrictions in their exhibitor and distribution agreements with studios, face difficulties in securing multiple agreements with entertainment companies. They would also have to provide nationwide high-speed connection and quality of service across the network. Accordingly, we currently do not anticipate facing competition from theater owners in the near future. PAGE-10- Future Plans 24: Explain statements in chart See below. We eliminated discussion of deployment plans as they are currently on hold. We currently plan to do the following: Milestone Expected Explanation Date When Cost Manner of Step Should Occurrence or be Method of Accomplished Achievement - ------------------------------------------------------------------------- Test market Successfully Kiosks are 8 Months $1.3 and deploy complete typically deployed Trial Deploy million our scheduled trial through a lease Complete - roll out of deployment, financing July networked Find and agreement rather Phase 1 kiosks with Agree Lease than capital Deploy- 10 Galaxy Financer for purchase. A lease locations by Entertainment kiosks, is arranged with a end of and Cineplex Lease third party September Odeon, Equipment, leasing company Phase 2 Agree Install that provides Deploy - 15 & Maintain leases in exchange further Service for minimum locations by Company, revenue end of guarantees. December Install and Maintenance service company contract will be necessary for future deployment to install kiosks, keep a supply of spares on hand for servicing and service deployed kiosks. We are in discussions with Metafore to provide this service on a contracted basis upon future deployment that would include our current deployed kiosk terminals. No agreement has been reached. - ------------------------------------------------------------------------- PAGE-11- Research and Develop Data We are in 2 - 4 months No development requirements discussions with charge of key from deployed both Cineplex - internal trials, Odeon and Galaxy Covered systems and Commission as to the type of by technologies product usage data to be Shares including development collected and for data from reported. Usage Services collection & Touchpoint data includes data agreement analysis and such as: average ad serving sessions per day, and tracking, average session length. Based on our discussion with these parties we may request further application development to track different types of usage - average sessions per day part (i.e. - 15 minute intervals) Touchpoint has the experience and expertise to develop and standardize these reports for Urbanalien. These services are currently requested on as need basis. - ------------------------------------------------------------------------- Enter an Finalize 2 months No agreement current charge with Bell negotiations, Simpatico, AT&T or other such companies to provide Internet connection for Interactive kiosk locations and network, - ------------------------------------------------------------------------- Further Develop Data See above 3- 5 months $150,000 develop our requirements custom from deployed application trials, development Commission and co- product development development projects, from Touchpoint, Finalize current negotiations with Bell Globemedia - ------------------------------------------------------------------------- Enter and Finalize 2 - 4 months No develop a current Charge Joint negotiations Development with Bell Business Globemedia, Agreement Identify with media Consumer agencies such Profiling as Bell company & Globemedia, Negotiate and other revenue share media agreement, agencies to secure shared revenues. - ------------------------------------------------------------------------- PAGE-12- Continue to Identify & 3 months No research approach charge companies Consumer that can Profiling provide companies creative and with revenue entertainment share content as proposal, well as data Continue collection current companies to negotiations leverage with Yahoo, information and AOL we collect Canada. from our Interactive kiosk network in each location. - ------------------------------------------------------------------------- We currently do not have the funds available to implement these plans. Product Liability We do not anticipate carrying our own product liability insurance. We anticipate that any agreements with content providers using our kiosks will include related warranty or product liability insurance and indemnify us from claims by customers not fully satisfied with products purchased through the kiosks. As we have not yet begun to deploy extensive networks or locations, there have been no claims made against us. 9: Employees Employees We have two full-time employees in management, and two part time employees, one a designer who devotes 50% of his time to Urbanalien activities and our CEO, who is contracted to devote approximately 80% of his time to Urbanalien activities. RISK FACTORS Our poor financial condition raises substantial doubt about our ability to continue as a going concern. You will be unable to determine whether we will ever become profitable. PAGE-13- We are a development stage company. We have conducted our operations since July 2001. We are a development stage company with limited revenues of $9,686.84 from inception through June 30, 2002. From our inception to June 30, 2002, we incurred operating losses of $1,447,791. In addition, as of June 30, 2002, we had only $5,760 of current cash available. Our current cash resources of $5,760 are not sufficient to satisfy our cash requirements over the next twelve months. We estimate our business needs an additional $2 million cash infusion to carry it through the next 12 months. In order to become profitable, we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. There are no preliminary or definitive agreements or understandings with any party for such financing. Our ability to continue as a going concern is dependent on our ability to raise funds to implement our planned development; however we may not be able to raise sufficient funds to do so. Our independent auditors have indicated that here is substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition could inhibit our ability to achieve our business plan, because we are currently operating at a substantial loss with no operating history and revenues, an investor cannot determine if we will ever become profitable. We are a development stage company in public access Interactive kiosk terminals and we have limited operating history; because our planned growth is contingent upon receiving additional funding, you will be unable to evaluate whether our business will be successful. Our business development is contingent upon raising debt or equity funding. We have no sources of funding identified. You must consider the risks, difficulties, delays and expenses frequently encountered by development stage companies in our business, which have little or no operating history, including whether we will be able to overcome the following challenges: * Inability to raise necessary revenue to operate for the next 12 months or thereafter * Advertising and marketing costs that may exceed our current estimates * Unanticipated development expenses * Our ability to generate sufficient revenues to offset the substantial costs of operating our business Because significant up-front expenses, including advertising, sales, and other expenses are required to develop our business, we anticipate that we may incur losses until revenues are sufficient to cover our operating costs. Future losses are likely before our operations become profitable. As a result of our lack of operating history, you will have no basis upon which to accurately forecast our: PAGE-14- * Total assets, liabilities, and equity * Total revenues * Gross and operating margins * Labor costs Accordingly, the proposed business plans described in this registration statement may not either materialize or prove successful and we may never be profitable. Also, you have no basis upon which to judge our ability to develop our business and you will be unable to forecast our future growth. Because our public access Interactive kiosk concept has not been widely accepted by the public, we face significant barriers to acceptance of our concept and services. Our business involves the use of interactive kiosk terminals to provide entertainment-related content, information, promotions and services. The use of the Internet is a relatively new form by which to provide this information. Traditionally, this type of information and concept is not readily offered at single point to the consumers and the entertainment venues have not implemented the concept to capture the captivated audience in the theatres. Accordingly, we face significant barriers prove our innovative concept and overcome in consumer preferences using the entertainment content and information that we offer. We will rely upon third parties for the mechanical development and maintenance of our Interactive kiosk terminals; any failures on the part of our third party providers may inhibit our internet access and the security and integrity of our software and data. 25: Any agreements? As the agreements in this risk refer only to mechanical development and maintenance, we hav not addressed Touchpoint or Bell Globemedia. We anticipate that we will rely on third parties to maintain, house and operate the Interactive kiosk terminals at locations, and servers that host our services. Although we anticipate that our agreements with these third parties will include service agreements, in the event, any technical failures, the third parties may not comply with the terms of the service agreements. No mechanical development and maintenance agreements are currently in place. Any service interruptions resulting from failures by third party maintenance providers would reduce confidence in our concepts and services. In addition, we anticipate that we will rely upon third parties to process our billings and payments due to us. Any service interruptions by these third party providers due to computer failures, labor problems, or other unforeseen developments, could cause possible cash flow disruptions. Any failures on the part of our third party providers could reduce revenues we receive from the operation of our Interactive kiosk terminals at locations and servers. PAGE-15- Our vulnerability to security breaches, glitches and other computer failures could harm our future business relationships, our ability to establish our future income and our ability to promote our brand name. We will offer our Interactive kiosk terminal and server connection through Internet access. The secure transmission of confidential data information over public networks is a critical element of our operations. A party who is able to circumvent security measures could misappropriate proprietary information or cause interruptions in our operations. If we are unable to prevent unauthorized access to our users' information, our customer relationships will be harmed. Although we intend to implement industry-standard security measures, these measures may not prevent future security breaches. Heavy stress placed on our systems could cause systems failures or operation of our systems at unacceptably low speeds. Officers, directors and principal stockholders can exert control over matters requiring stockholder approval. 26: Disclose 3 names Executive officers, directors and holders of 5% or more of our outstanding common stock, namely Anila Ladha, Shamira Jaffer, and Richard Griffiths, will, in the aggregate, beneficially own approximately 51.6% of our outstanding common stock. These stockholders will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying, deterring or preventing a change in control and may make some transactions more difficult or impossible without the support of these stockholders. Our management decisions are made by our Chief Executive Officer, Steve Billinger; if we lose his services, our revenues may be reduced. The success of our business is dependent upon the expertise of our Chief Executive Officer. Because Mr. Billinger is essential to our operations, you must rely on his management decisions. Mr. Billinger will continue to control our business affairs after the offering. We are under negotiations with our Chief Executive Officer, Mr. Billinger that would prevent him from leaving our company, and have not obtained any key man life insurance relating to him. If we lose his services, we may not be able to hire and retain another Chief Executive Officer with comparable and extensive experience. As a result, the loss of Mr. Billinger's services could reduce our revenues. PAGE-16- The person responsible for managing our business, Mr. Steven Billinger, will devote less than full time to our business. Other key officers also devote less than full time to our business. This may reduce our revenues. Our President and CEO, Mr. Steven Billinger provides these services on a part time basis. Mr. Billinger devotes approximately 80% of his time to our business. Ms. Shamira Jaffer as COO devotes approximately 40% of her time to our business. Mr. Billinger and Ms. Jaffer may not be able to devote the time necessary to our business to assure successful implementation of our business plan. We are authorized to issue preferred stock which, if issued, may adversely affect or reduce the market price of our common stock. Our directors are authorized by our articles of incorporation to issue shares of preferred stock without the consent of our shareholders. Our preferred stock, when issued, may rank senior to common stock with respect to payment of dividends and amounts received by shareholders upon liquidation, dissolution or winding up. Our directors will set such preferences. The issuance of such preferred shares and the preferences given the preferred shares, do not need the approval of our shareholders. The existence of rights, which are senior to common stock, may reduce the price of our common shares. We do not have any plans to issue any shares of preferred stock at this time. Because our common stock is considered a penny stock, our common stock is considered a high-risk investment and is subject to restrictions on marketability; you may be unable to sell your shares. If our common stock becomes tradable in the secondary market, we may be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities. For additional details concerning the disclosure requirements under the penny stock rules, see the section entitled Penny Stock Considerations below. Certain Nevada corporation law provisions could prevent a potential takeover of us which could adversely affect the market price of our common stock or deprive you of a premium over the market price. We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidate or candidates nominated by our board of directors. Our articles of incorporation and by- laws contain no similar provisions. PAGE-17- Shares eligible for future sales under Rule 144 if sold could reduce the market price of our shares. 27: Restricted vs. Free trading and Rule 144 There are 8,435,000 shares of our common stock held by non- affiliates and 9,065,000 shares of our common stock held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities. No shares have been sold pursuant to Rule 144 of the Securities Act of 1933. Of the shares owned by non-affiliates, 8,435,000 are currently available for resale under the provisions of Rule 144(k). The remaining shares may be resold under Rule 144. Of these remaining shares, 2,695,000 held by an affiliate are subject to a right of first refusal with us. In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed 1% of the then outstanding shares of our common stockSales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for two years are be entitled to sell their shares under Rule 144(k) without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale. As a result of the provisions of Rule 144, all of the restricted securities could be available for sale in a public market, if developed, beginning 90 days after the date of this prospectus. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities. SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS Some of the statements in this registration statement are "forward-looking statements." These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." The words "believe," "expect," "anticipate," "intend," "plan," and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward- looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward- looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. PAGE-18- PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS Overview We are engaged in the business of deploying high-speed, interactive kiosk terminals in theaters and similar public venues. Our goal is to provide a fully serviced, integrated, interactive media network that will support advertising, content distribution and data collection. Since our inception, we have devoted our activities to the following: * Raising capital From inception to date, we have raised $510,000 from the sale of 4,250,000 shares of our common stock * Securing infrastructure services On August 1st 2001, we entered into an agreement with TouchPoint Management Corporation to provide infrastructure and accounting services for a monthly fee of $14,000 until 31st December 2002. At end of term we would enter into negotiation for a continuance of these services. * Establishing our web-site and technical services On July 31st 2001 we entered into an agreement with Blir to develop our web-site technical matters. Our website is currently operational. Current Results of Operations and Financial Status We have conducted our operations since July 2001. We have generated limited revenues of $9,687 from inception through June 30, 2002 and have incurred operating losses of ($1,447,791). 28: Source of revenues Our revenues were generated from participating in one event. In addition, as of June 30, 2002, we had only $5,690 of current cash available with assets exceeding our liabilities by $539,109. PAGE-19- July 30, 2001 to June 30, 2002 - ---------------------------------- Income Statement Revenues 9,687 Cost of 33,794 Revenues Operating Expenses: Marketing and Selling 6,962 General and 1,418,420 Administrative ---------------- TOTAL OPERATING 1,425,200 EXPENSES ---------------- Income/(loss) (1,449,307) before Taxes Other 1,515 Income ---------------- Net (1,447,792) Income/(Loss) ---------------- 29: Receivables N/A, receivables at issue collected. 30: We note your discussion of operating activities on page 17 disclosing the use of $260,193 in exchange for professional services. Please revise to specifically describe the type of services received. Of our expenses, $260,193 represents business advisory and professional consulting services such as services received from Touchpoint. PAGE-20- Liquidity and Capital Resources We are a development stage company. We have conducted our operations since July 2001. We are a development stage company with limited revenues of $9,687 from inception through June 30, 2002. From our inception to June 30, 2002, we incurred operating losses of $1,447,791. In addition, as of June 30, 2002, we had only $5,960 of current cash available. Our current cash resources of $5,960 are not sufficient to satisfy our cash requirements over the next twelve months. We estimate our business needs an additional $2,000,000 cash infusion to carry it through the next 12 months. In order to become profitable, we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. There are no preliminary or definitive agreements or understandings with any party for such financing. 32: Financial difficulties We have no viable plans to overcome our financial difficulties at this time. We have sufficient cash resources to carry us through for several months on a limited operating basis. Our ability to continue as a going concern is dependent on our ability to raise funds to implement our planned development; however we may not be able to raise sufficient funds to do so. Our independent auditors have indicated that here is substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition could inhibit our ability to achieve our business plan, because we are currently operating at a substantial loss with no operating history and revenues, an investor cannot determine if we will ever become profitable. Net cash used in operating activities for the period from inception, July 30, 2001 to year-ended June 30 ,2002 was $230,193. The cash used in operating activities was primarily attributable to professional services exhausted in exchange for shares. 31: Detail Net financing activities provided $504,000.00 from the sale or securities under a Rule 504 offering. Investing activities used $237,847 to finance capital expenditures. During the period Jan/02 to Jun/02 we have acquired capital assets of $146,645 which comprises of 10 kiosks for Cineplex rollout for the amount of $143,915 and computer equipment for the amount of $2,730. Cash at period ended June 30, 2002 amounted to $5,960 from date of inception July 31, 2001. Our current assets for period ended June 30, 2002 are lower than our current liabilities by $366,163. We had no commitments for capital expenditures as of June 30, 2002. PAGE-21- PART I - ITEM 3. DESCRIPTION OF PROPERTY Our current business operation is conducted from 5180 Orbitor Drive, Mississauga, Ontario, Canada, L4W 5L9. We lease approximately 2,500 square feet from 1338917 Ontario, Inc. The lease is for a term of three years, commencing the first day of August 2001. The annual rent is $ 30,500.00. Our telephone number at the above location is 905 629-6677. We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities. PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth the ownership, as of the date of this registration statement, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control of our company. Name Number of Shares Percentage - ---------------------------------------------------------- Anila Ladha 3,185,000 18.2% 5180 OrbitorDrive, Mississauga, L4W 5L9 Shamira Jaffer 3,185,000 18.2% 5180 OrbitorDrive, Mississauga, L4W 5L9 Richard Griffiths (1) 2,695,000 15.4% 965 Bay Street, Suite 2005 Toronto, Ontario, M5L 2S5 All directors and 9,065,000 51.6% named executive officers as a group (4 persons) (1) Shares subject to right of first refusal so long as Griffiths remains an affiliate. He must give notice of intended sale to us. We can buy at the greater of book value or $.12 per share if there is no market for our stock and at the average 10 day trading price if there is a market for our stock. PAGE-22- This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, it believes that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 17,132,500 shares of common stock outstanding as of June 30, 2002. PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows: Name Age Position - --------------------------------------------------------------- Steve Billinger 45 President, and Chief Executive Officer Joey Dwyer 33 Chief Technology Officer Anila Ladha 46 Secretary, Director, CFO and principal accounting officer Shamira Jaffer 42 Treasurer, Director, COO Steve Billinger, President and Chief Executive Officer joined us in September 2001 on part-time basis. In this capacity, Mr. Billinger devotes approximately 80% of his time to our business. From January 1985 to July 1996, Mr. Billinger was Director of Diverse Productions, an independent producer of broadcast television and drama in the U.K. Mr. Billinger served as Executive Producer of Microsoft Network, for Microsoft, from July 1996 - October 1997 where he was responsible for business strategies and development, content commissioning and programming in the U.K. Mr. Billinger served as the director of interactive programming at News Corporation's BSkyB's TV, where he oversaw the operations of Sky Digital Publishing, Sky Games and Sky Interactive Production & Enhanced Television from November 1997 to October 1999. 35: Billinger 5 year employment history From October 1999 and April 2000, he worked as a freelance consultant. Mr. Billinger has mostrecently been President and Chief Operating Officer of ExtendMedia since April 2000 to June 2001. 36: Business of ExtendMedia ExtendMedia is a provider of production and consulting services to the interactive sector for interactive television and the Web as well as mobile phones and personal digital devices. From September 2001 to March 2002 he was a Consultant to VP, Marketing for Bell ExpressVu, developing strategy and planning for interactive services. He has been a keynote speaker on new media and convergence at the Edinburgh Television Festival, MILIA, the U.K. Television Show, Periodical Publisher's Association, Financial Times Conferences and the World Summit on Programming for Children. Steve holds a degree from Ryerson Polytechnic University's radio and television program. PAGE-23- 35 and 37: Dwyer 5 year employment history Joey Dwyer, Chief Technology Officer joined us in August 2001 on part-time basis to develop the technology and custom application strategy. In this capacity, Mr. Dwyer devotes approximately 15% of his time to our business. Mr. Dwyer co-founded Blir, a software development & services company and was CEO from June 1994 to date and CTO of Catapult Integrated Technologies, now known as Touchpoint Solutions Corporation where Mr. Dwyer has been serving from January 2002 to present. Touchpoint Solutions has developed a kiosk platform called Catapult which has developed Jukebox, QuickPIX and ShopWIZ applications. He received a B.S.F.S. in International Security from the Georgetown University School of Foreign Service in 1991. Anila Ladha is a Secretary, Director and Chief Financial officer, who offers management services on as needs basis to us as part of a Professional Service Agreement with TouchPoint Management Corporation. In this capacity, Ms Ladha devotes approximately 60% of her time to our business. Anila is a founding partner and President of BMS Business Management Services Corporation since January 1987 to present, and founding partner and CFO of TouchPoint Management Corporation from October 1999 to present. 38: Business of BMS BMS Business Management Services Corporation provided accounting and management consulting services, network solutions, software implementation and training and integration. 39: Who serves as principal accounting officer Ms. Ladha serves as the principal accounting officer. Shamira Jaffer, Treasurer, Director, Chief Operating Officer, who offers management services on as needs basis to us as part of a Professional Service Agreement with TouchPoint Management Corporation. In this capacity, Ms Jaffer devotes approximately 40% of her time to our business. Ms Jaffer was the Vice President of Business Development and a founding partner of BMS Business Management Services Corporation from January 1987 to present, and COO of TouchPoint Management Corporation from October 1999 to present. Ms Jaffer studied at SFU in British Columbia and received her B.A in Linguistics and Philosophy at the University of Alberta. 34: Tie vote of directors In the event of a tie vote between our two directors, Ms. Anila Ladha will break the tie. PAGE-24- Professional Service Agreement We entered into a Professional Service Agreement with TouchPoint Management Corporation to provide the following services: * Reception facilities * Office Furniture * Use of the Boardroom as needed * 33: Touchpoint facilities provided ** These are at the TouchPoint offices and are in addition to those in our office. * General Office functions * Accounting services * Record keeping * Banking * Transaction processing and maintain audit trails * Complete accounting process including the unaudited statements * Communication and connectivity facilities * Telephone * Fax * Internet * Network * Human resources * Processing Payroll * Employees and contractor record keeping The agreement is for a term commencing August 1st, 2001 and expires on December 31st, 2002. We pay Touchpoint $14,000.00 per month for these services. Family Relationships There are no family relationships among our officers, directors, or persons nominated for such positions. Legal Proceedings No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in legal proceedings that would be material to an evaluation of our management. PAGE-25- PART I - ITEM 6. EXECUTIVE COMPENSATION 40 & 41: Compensation table The following table sets forth summary information concerning the compensation received for services rendered to us during the fiscal year ended December 31, 2001 by our Chief Executive Officer. No other executive officers received aggregate compensation during our last fiscal year that exceeded, or would exceed on an annualized basis, $100,000. Name Position Year Salary - ------------------------------------------------------------------ Richard Griffiths CEO 2001 $38,217 To date in 2002, we have paid Mr. Griffiths salary of $10,570.03 to his date of termination in March. No other annual compensation, including a bonus or other form of compensation; and no long-term compensation, including restricted stock awards, securities underlying options, LTIP payouts, or other form of compensation, were paid to Mr. Griffiths during this period. Employment Contracts or Arrangements We do not have employment agreements. We have no agreements to pay any of our officers any compensation and none of our officers, except as set forth above, has been paid any compensation in 2002. Board Compensation Members of our board of directors do not receive cash compensation for their services as directors, although some directors are reimbursed for reasonable expenses incurred in attending board or committee meetings. PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 42: Names 43: Value of kiosks. Nature of services by Blir Related party transactions for the period from July 30, 2001 (inception) through December 31, 2001 are as follows: PAGE-26- In July 2001, Urbanalien issued 6,289,500 shares of common stock to our founders Anila Ladha, Shamira Jaffer and Richard Griffiths for assets. The assets were kiosks and the software used by the kiosks. The kiosks were valued at $310,384 and the software was valued at $444,356. $310,384 represents historical cost of four interactive kiosk and in particular is made up from the cost of development of the kiosks, cost of mock-up of the kiosks, and the cost of design of the kiosks. $444,356 represents historical cost of software development. In July 2001, Urbanalien issued 2,775,500 shares of common stock to our founders Anila Ladha, Shamira Jaffer and Richard Griffiths for services. The services were valued at $333,061 or the fair value of the services performed. The value of $333,061 represents the cost of consulting services rendered by Anila Ladha, Shamira Jaffer and Richard Griffiths to develop the software based upon the fair market value of their time spent in rendering these services. Urbanalien paid Touchpoint, a related entity owned by two officers and shareholders Anila Ladha and Shamira Jaffer, who also devote time to that entity, $89,792 for additional non-custom developed kiosks. $89,792 represents the historical cost of four interactive kiosks for Galaxy cinemas and did not require mockup and design. The amount was recorded in accounts payable as of December 31, 2001 and paid in January 2002. In July 2001, Urbanalien received an assignment of its domain name from Touchpoint for no consideration. 44: Cost of assets acquired by affiliates within 2 years of transfer Although the kiosks and software were acquired within two years of the date of transfer, no profit was realized by the affiliates in these transactions. In August 2001, Urbanalien entered into an agreement with Touchpoint, an entity owned by two officers and shareholders, who also devote time to that entity, for general office functions like record keeping and payroll service and telephone and Internet connections. The agreement is for $14,000 per month from August 1, 2001 through December 31, 2002. As of December 31, 2002 $36,000 was recorded in accounts payable. In August 2001, Urbanalien entered into an agreement with Blir Ltd., an entity owned by the CEO, who also devotes time to that entity, for the development of Urbanalien's website and technical assistance in maintaining the website. The agreement is for 612,500 shares of common stock or $73,500 the fair value of these services, which was recorded in consulting expense for the period ended December 31, 2001. PAGE-27- PART I - ITEM 8. DESCRIPTION OF SECURITIES 45: Eliminate qualification The following description as a summary of the material terms of the provisions of our articles of incorporation and bylaws. The articles of incorporation and bylaws have been filed as exhibits to the registration statement of which this registration statement is a part. Common Stock We are authorized to issue 50,000,000 shares of common stock, par value $0.001. As of June 30, 2002, there were 17,132,500 shares of common stock issued and outstanding that are held by 87 shareholders of record. Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of the such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our by-laws that would prevent or delay change in our control. Preferred Stock We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001, of which no shares are issued. We presently have no plans to issue any shares of preferred stock. However, preferred stock may be issued with preferences and designations as the board of directors may from time to time determine. The board may, without stockholders approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common stockholders and may assist management in impeding and unfriendly takeover or attempted changes in control. There are no restrictions on our ability to repurchase or reclaim our preferred shares while there is any arrearage in the payment of dividends on our preferred stock. Dividend Policy Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of funds legally available. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. PAGE-28- 46: Include 201 and OTCBB information PART II - ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Market Information There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements, or understandings with any person with regard to the development of a trading market in any of our securities. However, we do anticipate that we will have a market maker file an application to secure a qualification for quotation of our securities on the over the counter bulletin board once the SEC indicates they have no further comments on this filing. Options, Warrants, Convertible Securities We have no options, warrants or convertible securities outstanding. Penny Stock Considerations Our shares will be "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to: PAGE-29- * Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; * Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; * Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and * Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account. Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities. Holders As of the date of this registration statement, we had 87 holders of record of our common stock. Dividends We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the board of directors deems relevant. 7: Reports to shareholders Reports to Shareholders As a result of filing this registration statement, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file periodic reports, proxy statements and other information with the Securities and Exchange Commission. PAGE-30- Where You Can Find Additional Information For further information about us and the shares of common stock registered hereunder, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement and other information filed with the SEC is also available at a web site maintained by the SEC at http://www.sec.gov. PART II - ITEM 2. LEGAL PROCEEDINGS We are not aware of any pending or threatened legal proceedings in which we are involved. PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART II - ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 47: Describe Asset/Service Since inception, we have issued shares as follows: Name Type of Description of Date Number of Amount Consider- Asset/Service Shares received ation - ------------------------------------------------------------------------------ Anila Ladha Assets Kiosk/software 7/31/2001 2,209,825.00 265,179.00 Anila Ladha Services Consulting 7/31/2001 117,021.00 services 975,175.00 relating to the software development Shamira Assets Kiosk/software 7/31/2001 265,179.00 Jaffer 2,209,825.00 Shamira Services Consulting 7/31/2001 117,021.00 Jaffer services 975,175.00 relating to the software development Richard Assets Kiosk/software 7/31/2001 224,382.00 Griffiths 1,869,850.00 Richard Services Consulting 7/31/2001 Griffiths services 825,150.00 99,018.00 relating to the software development Perter Services Legal services 7/31/2001 102,900.00 Verbeek 857,500.00 Ken & Eva Cash 7/31/2001 Gord 208,333.00 25,000.00 Ken & Eva Cash 7/31/2001 Gord 208,334.00 25,000.00 George Services Strategic 7/31/2001 Maryniuk Business 48,228.00 5,787.36 Consulting Graham Services Strategic 7/31/2001 Griffiths Business 30,866.00 3,703.92 Consulting Brian Services Strategic 7/31/2001 Jackson Business 21,220.00 2,546.40 Consulting PAGE-31- Peter Green Services Strategic 7/31/2001 Business 48,228.00 5,787.36 Consulting Shelly Services Strategic 7/31/2001 Blechman Business 96,458.00 11,574.96 Consulting MADS Corp Cash 7/31/2001 166,666.00 20,000.00 Siematic Cash 7/31/2001 Corp 625,000.00 75,000.00 Devasish Cash 7/31/2001 Mitra 41,667.00 5,000.00 Edward Assets Kiosk/software 7/31/2001 Hamilton 552,458.00 66,295.00 Edward Services Advisory 7/31/2001 Hamilton Services 243,792.00 29,255.00 Lorne Tarr Assets Kiosk/software 7/31/2001 and Dan 6,942.00 833.00 Devine Lorne Tarr Services Advisory 7/31/2001 and Dan Services 3,058.00 367.00 Devine Touchpoint - Assets Kiosk/software 7/31/2001 Related 205,542.00 24,665.00 party Touchpoint - Services Technical 7/31/2001 Related Services 90,708.00 10,885.00 party Go Public Services Advisory 7/31/2001 Today Services 250,000.00 30,000.00 Airam Services Strategic 7/31/2001 750,000,000 90,000.00 Capital Business Group Consulting Blir Ltd. Services Technical 7/31/2001 Services 612,500.00 73,500.00 TOTAL SHARES 14,132,500 PAGE-32- All the above shares issued by us were issued under Section 4(2) of the Securities Act. The exemption provided under section 4(2) was available because: * None of these issuances involved underwriters, underwriting discounts or commissions. * Restrictive legends are placed on all certificates issued. * The distribution did not involve general solicitation or advertising. * The distributions were made only to accredited investors or investors who were believed to be sophisticated enough to evaluate the risks of the investment. In December 2001, Urbanalien issued 3,000,000 shares of common stock to approximately 67 investors for cash proceeds of $324,000, net of commission of $36,000 under a 504 offering registered with the state of Nevada. 49: Information concerning 504: Please see attached letter from the Registrant The Form D was filed. However, it was filed under an incorrect name, Urbanalien, Inc. rather than Urbanalien Corporation on February 12, 2002. 48: Reconcile number of shares outstanding with Recent Sales Table The numbers now reconcile to 17,132,500. PART II - ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS 50: Summarize material indemnification terms Our articles of incorporation and by-laws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person under certain circumstances. NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents provides in summary as follows: 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. PAGE-33- 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. (Added to NRS by 1997, 694) NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. 1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 2. NRS 78.752 Insurance and other financial arrangements against liability of directors, officers, employees and agents. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. PAGE-34- Our Articles and By-Laws also provide for indemnification to the fullest extent permitted under Nevada law. With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case. With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case. PAGE-35- PART F/S. FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders Urbanalien Corporation Toronto, Ontario Canada We have audited the accompanying balance sheet of Urbanalien Corporation as of December 31, 2001, and the related statements of operations, stockholders' equity, and cash flows for the period from July 30, 2001 (Inception) through December 31, 2001. 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 audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Urbanalien Corporation as of December 31, 2001, and the results of its operations and its cash flows for the period from July 30, 2001 (Inception) through December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, Urbanalien has incurred a loss for the period ended December 31, 2001 of $1,099,796 and at December 31, 2001 had a working capital deficit of $269,518. Urbanalien will require additional working capital to develop its business until Urbanalien achieves a level of revenues adequate to generate sufficient cash flows from operations. These conditions raise substantial doubt about Urbanalien's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Malone & Bailey, PLLC Houston, Texas www.malone-bailey.com April 18, 2002 PAGE-36- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET December 31, 2001 ASSETS --------- Current assets Cash $ 2,827 Accounts receivable 13,209 --------- Total current assets 16,036 Property and equipment, net 865,622 $ 881,658 ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 67,051 Accounts payable - related party 133,815 Accrued expenses 84,688 --------- Total current liabilities 285,554 --------- Commitments STOCKHOLDERS' EQUITY: Preferred stock; $.001 par value, 5,000,000 authorized, - None issued and authorized Common stock, $.001 par value, 50,000,000 shares Authorized, 17,132,500 shares issued and 17,133 outstanding Additional paid in capital 2,002,767 Deficit accumulated during the development stage (1,099,796) ------------ 920,104 Less: subscription receivable (324,000) ------------ Total Stockholders' Equity 596,104 ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 881,658 ============ PAGE-37- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS For the Period from July 30, 2001 (Inception) through December 31, 2001 Inception through 2001 ------------ Revenues $ 9,687 Cost of revenues 2,978 ------------ Gross margin 6,709 Operating expenses: Consulting fees 770,672 Professional fees 139,047 Management fees 92,543 Depreciation 72,111 Other general and administrative 32,132 ------------ 1,106,505 ------------ Net loss $1,099,796 ============ Net loss per share: Basic and diluted $ 0.08 ============ Weighted average shares outstanding: Basic and diluted 14,152,108 ============ PAGE-38- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY For the Period from July 30, 2001 (Inception) through December 31, 2001 Deficit accum. during the Additional devel. Common Stock paid in Stage Subs. capital Rec. Total Shares Amount --------------------------------------------------------------- Issuance of common stock to founders 6,289,500 $ 6,289 $ 748,451 - - $754,740 for assets Issuance of common stock to founders 2,775,500 2,776 330,285 - - 333,061 for services Issuance of common stock 764,942 765 91,028 - - 91,793 for assets Issuance of common stock 1,250,000 1,250 148,750 - - 150,000 for cash Issuance of common stock 3,052,558 3,053 363,253 - - 366,306 for services Issuance of common stock 3,000,000 3,000 321,000 - (324,000) - for cash Net loss - - - (1,099,796) - (1,099,796) Balance, ---------------------------------------------------------------- December 17,132,500 $17,133 $2,002,767 $(1,099,796) $(324,000) $596,104 31, 2001 ================================================================ PAGE-39- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS For the Period from July 30, 2001 (Inception) through December 31, 2001 Inception through 2001 ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,099,796) Adjustments to reconcile net deficit to cash used by operating activities: Depreciation and amortization 72,112 Common stock issued for services 699,367 Net change in: Accounts receivable (13,209) Accounts payable 200,866 Accrued expenses 84,688 ------------ CASH FLOWS USED IN OPERATING ACTIVITIES (55,972) ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (91,201) ------------ CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash 150,000 ------------ NET INCREASE IN CASH 2,827 Cash, beg. of period - ------------ Cash, end of period $ 2,827 ============ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ - Income tax paid $ - Acquisition of assets for common stock $ 846,533 PAGE-40- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF ACCOUNTING POLICIES Nature of business Urbanalien Corporation ("Urbanalien")has been organized for the primary purpose of providing high speed Internet access kiosks in movie theaters. The Company was incorporated in the state of Nevada on July 30, 2001. The Company has devoted its activities to raising capital, developing products, establishing marketing alliances, establishing interactive kiosk terminals and developing markets. Urbanalien's website is www.urbanalien.com which provides information about Urbanalien's Interactive kiosk terminals. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Long-Lived Assets Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed by applying the straight-line method over their estimated useful lives (five years). Urbanalien performs reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Software Capitalization Urbanalien adopted Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." In accordance with this standard, certain direct development costs associated with internal-use software are capitalized, including external direct costs of material and services, and payroll costs for employees devoting time to the software projects. These costs are amortized over a period not to exceed five years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Revenue Recognition Urbanalien recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable. Urbanalien recognizes revenue from the sale of advertising related products and services like interactive advertising, studio promotion, and event management as the services are performed. PAGE-41- Income Taxes Urbanalien accounts for income taxes under the asset and liability approach. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Urbanalien records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. Basic Loss Per Common Share. Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow. NOTE 2 - Going Concern The Company is a development stage entity with limited operations. For the period ended December 31, 2001, Urbanalien incurred a loss totaling $1,099,796 and at December 31, 2001 had a capital deficit of $269,518. Because of these factors, Urbanalien will require additional working capital to develop its business operations. Urbanalien intends to raise additional working capital either through private placements, public offerings and/or bank financing. As of April 18, 2002, Urbanalien received $324,000 from a private placement in December 2001, net of commissions of $36,000. This amount was recorded as subscription receivable as of December 31, 2002. There are no assurances that Urbanalien will be able to either (1) increase its operations and achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support Urbanalien's working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, Urbanalien will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Urbanalien. If adequate working capital is not available Urbanalien may not increase its operations. These conditions raise substantial doubt about Urbanalien's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should Urbanalien be unable to continue as a going concern. PAGE-42- NOTE 3 - Property and Equipment Property and equipment consisted of the following at December 31: 2001 ------- Computer equipment $ 12,559 Kiosks 480,819 Kiosk software 444,356 ------- 937,734 Less: Accumulated depreciation and (81,112) amortization ------- $ 856,622 ======= Depreciation and amortization expense totaled $81,112 in 2001. NOTE 4 - RELATED PARTY TRANSACTIONS Related party transactions for the period from July 30, 2001 (inception) through December 31, 2001 are as follows: In July 2001, Urbanalien issued 6,289,500 shares of common stock to its founders for assets. The assets were kiosks and the software used by the kiosks. The kiosks were valued at $310,384 and the software was valued at $444,356. In July 2001, Urbanalien issued 2,775,500 shares of common stock to its founders for services. The services were valued at $333,061 or the fair valued of the services performed. Urbanalien paid a related entity owned by two officers and shareholders, who also devote time to that entity, $89,792 for kiosks. The amount was recorded in accounts payable as of December 31, 2001 and paid in January 2002. In August 2001, Urbanalien entered into an agreement with an entity owned by two officers and shareholders, who also devote time to that entity, for the use of office furniture, reception facilities, general office functions like record keeping and payroll service and telephone and Internet connections. The agreement is for $14,000 per month from August 1, 2001 through December 31, 2002. As of December 31, 2002 $36,000 was recorded in accounts payable. In August 2001, Urbanalien entered into an agreement with an entity owned by the CTO, who also devotes time to that entity, for the development of Urbanalien's website and technical assistance in maintaining the website. The agreement is for 612,500 shares of common stock or $73,500 the fair value of the services, which was recorded in consulting expense for the period ended December 31, 2001. PAGE-43- NOTE 5 - STOCKHOLDERS' EQUITY The initial authorized capital of Urbanalien consisted of 50,000,000 shares at $.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock. In July 2001, Urbanalien issued 6,289,500 shares of common stock to Urbanalien's founders in payment for assets valued at $754,740. In July 2001, Urbanalien issued 2,775,500 shares of common stock to Urbanalien's founders for services. The services were valued at $333,060 or the fair valued of the services performed. In July 2001, Urbanalien issued 764,942 shares of common stock for assets valued at $91,793. In July through October 2001, Urbanalien issued 1,250,000 shares of common stock for cash proceeds of $150,000. In July 2001, Urbanalien approved entering into various consulting agreements for legal, financial and marketing services, whereby the consultants would be issued 3,052,558 shares of Urbanalien's common stock for services to be rendered to Urbanalien from July 2001 through August 2002. Urbanalien recorded consulting expense of $366,306 or the fair value of the services provided. In December 2001, Urbanalien issued 3,000,000 shares of common stock for cash proceeds of $324,000, net of commission of $36,000. The cash was received by Urbanalien in January 2002. NOTE 6 - INCOME TAXES For the period ended December 31, 2001, Urbanalien incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1,100,000 at December 31, 2001, and will expire in the year 2021. Deferred income taxes consist of the following at December 31,: 2001 Long-term: ------------ Deferred tax assets $ 374,000 Valuation allowance (374,000) ------------ $ - ============ NOTE 7 - COMMITMENTS Urbanalien leases office facilities under a non-cancelable operating lease with a term from August 2001 through July 2004. Rent expense was $20,000 for the period ended December 31, 2001. Urbanalien's minimum rental commitments under the non- cancelable operating lease at December 31, 2001 were approximately $48,000 in each of the years 2002 and 2003 and $28,000 in 2004. PAGE-44- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET March 31, 2002 (Unaudited) ASSETS Current assets Cash $ 17,170 Accounts receivable - other 12,030 ------------ Total current assets 29,200 Property and equipment, net 820,133 ------------ $ 849,333 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 37,133 Accrued expenses 44,844 ------------ Total current liabilities 81,977 ------------ STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 5,000,000 shares - authorized, no shares issued and outstanding Common stock, $.001 par value, 20,000,000 shares authorized, 17,132,500 shares issued and 17,133 outstanding Additional paid in capital 2,002,767 Deficit accumulated during the development stage (1,252,544) ------------ Total Stockholders' Equity 767,356 ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 849,333 ============ See notes to interim condensed financial statements. PAGE-45- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS For the Three Months Ended March 31, (Unaudited) Inception through March 31, 2002 2001 2002 ---------------------------------- Revenues $ $ $ - - 9,687 Cost of revenues - - 2,978 ---------------------------------- Gross margin - - 6,709 Operating expenses: Consulting fees 22,962 - 793,634 Professional fees 14,813 - 153,860 Management fees - - 92,543 Depreciation 47,470 - 119,581 Other general and 67,503 - 99,635 administrative ---------------------------------- 152,748 - 1,259,253 ---------------------------------- Loss from operations (152,748) - (1,252,544) ---------------------------------- Net loss $ $ $ (152,748) - (1,252,544) ================================== Net loss per share: Net loss basic and diluted $ (0.01) - ======================== Weighted average shares outstanding: Basic and diluted 17,132,500 - ======================== See notes to interim condensed financial statements. PAGE-46- URBANALIEN CORPORATION STATEMENT OF CASH FLOWS For the Three Months Ended March 31, (Unaudited) Inception Through March 31, 2002 2001 2002 --------- --------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ $ $ (152,748) - (1,252,544) Adjustments to reconcile net deficit to cash used by operating activities: Depreciation and amortization 47,470 - 119,582 Common stock issued for - - 699,367 services Net change in: Accounts receivable - other 1,179 - (12,030) Accounts payable (163,733) - 37,133 Accrued expenses (39,844) - 44,844 --------- --------- ------------ CASH FLOWS USED IN OPERATING ACTIVITIES (307,676) - (363,648) --------- --------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (1,981) - (93,182) --------- --------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 324,000 - 474,000 --------- --------- ------------ NET INCREASE (DECREASE) IN CASH 14,343 - - Cash, beg. of period 2,827 - 17,170 --------- --------- ------------ Cash, end of period $ $ $ 17,170 - 17,170 ========= ========= ============ SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ $ $ - - - Income taxes paid $ $ $ - - - NON-CASH TRANSACTIONS Acquisition of assets for common $ $ $ stock - - 846,533 See notes to interim condensed financial statements. PAGE-47- URBANALIEN CORPORATION NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Urbanalien Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-SB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2001 as reported in Form 10-SB, have been omitted. PAGE-48- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET June 30, 2002 (Unaudited) ASSETS Current assets Cash $ 5,960 Accounts receivable - other 27,263 ---------- Total current assets 33,223 Property and equipment, net 905,272 ---------- $ 938,495 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 321,542 Accrued expenses 44,844 ---------- Total current liabilities 366,386 ---------- STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 5,000,000 shares - authorized, no shares issued and outstanding Common stock, $.001 par value, 20,000,000 shares authorized, 17,132,500 shares issued and 17,133 outstanding Additional paid in capital 2,002,767 Deficit accumulated during the development stage (1,447,791) ---------- Total Stockholders' Equity 572,109 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 938,495 ========== See notes to interim condensed financial statements. PAGE-49- URBANALIEN CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS For the Three and Six Months Ended June 30, (Unaudited) Inception Three Months Six Months Ended through Ended June 30, June 30, June 30, 2002 2001 2002 2001 2002 -------- ------- --------- -------- ---------- Revenues $ $ $ $ $ - - - - 9,687 Cost of revenues 33,794 - 33,794 - 33,794 -------- ------- --------- -------- ---------- Gross loss (33,794) - (33,794) - (24,107) -------- ------- --------- -------- ---------- Operating expenses: Consulting fees 38,706 - 61,668 - 832,340 Professional 3,052 - 17,865 - 156,912 fees Management fees - - - - 92,543 Depreciation 59,526 - 106,996 - 179,108 Other general and 61,684 - 129,187 - 164,296 -------- ------- --------- -------- ---------- administrative 162,968 - 315,716 - 1,425,199 -------- ------- --------- -------- ---------- Loss from (196,762) - (349,510) - (1,449,306) operations Other income 1,515 1,515 1,515 -------- ------- --------- -------- ---------- Net loss $ $ $ $ $ (195,247) - (347,995) - (1,447,791) ======== ======= ========= ======== ========== Net loss per share: Basic and $ (0.01) - $ (0.02) - diluted ======== ======= ========= ======== Weighted average shares outstanding: Basic and 17,132,500 - 17,132,500 - diluted ========= ======= ========= ======== See notes to interim condensed financial statements. PAGE-50- URBANALIEN CORPORATION STATEMENT OF CASH FLOWS For the Six Months Ended June 30, (Unaudited) Inception Through June 30, 2002 2001 2002 CASH FLOWS FROM OPERATING ---------- --------- ------------ ACTIVITIES Net loss $(347,995) $ _ $(1,447,791) Adjustments to reconcile net deficit to cash used by operating activities: Depreciation and amortization 106,996 - 179,108 Common stock issued for - - 699,367 services Net change in: Accounts receivable (14,054) - (27,263) Accounts payable 120,676 - 321,542 Accrued expenses (39,844) - 44,844 ---------- --------- ------------ CASH FLOWS USED IN OPERATING ACTIVITIES (174,221) - (230,193) ---------- --------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (146,646) - (237,847) ---------- --------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 324,000 - 474,000 ---------- --------- ------------ NET INCREASE (DECREASE) IN CASH 3,133 - 5,960 Cash, beg. of period 2,827 - - ---------- --------- ------------ Cash, end of period $ $ $ 5,960 - 5,960 ========== ========= ============ SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ $ $ - - - Income taxes paid $ $ $ - - - NON-CASH TRANSACTIONS Acquisition of assets for common $ $ $ stock - - 846,533 PAGE-51- URBANALIEN CORPORATION NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Urbanalien Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-SB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2001 as reported in Form 10-SB, have been omitted. PAGE-52- PART III - ITEM 1. EXHIBITS Item 3 1 Articles of Incorporation of UrbanAlien, Inc., a Nevada Corporation 2 By-laws of UrbanAlien, Inc., a Nevada Corporation Item 4 1 Form of common stock Certificate of the UrbanAlien, Inc. (1) Item 10 1 Galaxy Memorandum of Understanding 2 Cineplex Odeon Memorandum of Understanding 3 Touchpoint Professional Services Agreement * 4 Urbanalien.com domain name original registration * 5 Urbanalien.com domain name amendment * 6 Surveyed results from trial deployment * 7 Touchpoint Management infrastructure amended agreement * 8 Blir LLC Contractor's Agreement * 9 Richard Griffiths Termination and Release document as officer and director of Urbanalian * 10 Stock Restriction Agreement between Urbanalien and Griffiths * 11 Software Assignment * 60 & 61: Subsidiaries and signing of Touchpoint Agreement We have no subsidiaries. Although the memoranda were incomplete and signed by Mr. Griffiths after the date of his departure in March 2002, the time periods under the memoranda have expired and both parties performed as required under the memoranda. Accordingly, these deficiencies are now not relevant. Item 23 1 Consent of Malone and Bailey All other Exhibits called for by Rule 601 of Regulation SB-2 are not applicable to this filing. (1) Information pertaining to our common stock is contained in our Articles of Incorporation and By-Laws. *Filed herewith 59: Label exhibits We have now labeled our exhibits. PAGE-53- SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. UrbanAlien, Inc. (Registrant) ------------------------------ Date: August 15, 2002 By: /s/ Steve Billinger - ------------------------------- President and Principal Executive Officer /s/ Anila Ladha - -------------------------------- Chief Financial Officer and Principal Financial Officer and Principal Accounting Officer PAGE-54- EX-10 5 uba_ex10-3.txt TOUCHPOINT PROFESSIONAL SERVICES AGREEMENT EX-10-3 PROFESSIONAL SERVICE AGREEMENT This Professional Service Agreement (the "Agreement") is made and entered between Touchpoint Management Corporation, a Professional service contractor hereafter referred to as "Contractor", and Urbanalien Corporation, hereafter referred to as "Company". In consideration of the covenants and conditions hereinafter set forth, Company and Contractor agree as follows: 1. SERVICES Contractor shall perform the following services for the Company on monthly basis (the "Work"). Reception facilities Office Furniture Use of the Boardroom as needed General Office functions Accounting services Record keeping Banking Transaction processing and maintain audit trails Complete accounting process including the unaudited statements Communication and connectivity facilities Telephone Fax Internet Network HR Services Processing Payroll Employees and contractor record keeping Note: The Company may request additional professional services such as budgets, projections, year end and assist in the audit at additional cost. 2. REPORTING Contractor shall report to the Company's Secretary. Contractor shall provide a monthly statement to the Company or as requested by its CPA firm. 3. TERM This Agreement shall commence on August 1st, 2001 and shall expire on December 31st, 2002. Contractor agrees to perform services for the Work to Company on or before the expiration of the term set forth above. The Company may terminate the use of Contractor's services at any time without cause and without further obligation to Contractor except for payment due for services prior to date of such termination. Termination of this Agreement or termination of services shall not affect the provisions under Sections 5-11, hereof, which shall survive any termination. 4. PAYMENT The contract price ( the "Contract Price") payable by the Company to the Contractor for doing the Work, exclusive of any Authorized Extras, is $14,000.00 US funds per month and will be reviewed from time to time. Contractor will be paid for Work performed under this Agreement as follows: Urbanalien Corporation shall pay the contractor on monthly basis with the net 30 days terms. Urbanalien Corporation shall pay an interest of 2% per month on overdue accounts pass the terms allowed. 5. CONFIDENTIALITY AND OWNERSHIP (a) Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor. Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Contractor and whether or not disclosed to or entrusted to Contractor's custody. Contractor agrees that Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company. 6. RETURN OF MATERIALS Contractor agrees that upon termination of this Agreement, Contractor will return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company. Contractor will not retain any such materials. 7. WARRANTIES Contractor warrants that: (a) Contractor's agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between Contractor and a third party; and (b) The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and (c) The services provided by Contractor shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Contractor and the Company. 8. INDEMNITY Contractor agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Contractor. 9. RELATIONSHIP OF PARTIES Contractor is an independent contractor of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company' sole discretion to terminate this Agreement at any time without cause. Contractor further agrees to be responsible for all of Contractor's federal and state taxes, withholding, social security, insurance, and other benefits. Contractor shall provide the Company with satisfactory proof of independent contractor status. 10. OTHER ACTIVITIES Contractor is free to engage in other independent contracting activities, provided that Contractor does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Contractor's attention as to interfere with the proper and efficient performance of Contractor's services thereunder. Contractor agrees not to induce or attempt to influence, directly or indirectly, any employee at the Company to terminate his/her employment and work for Contractor or any other person. 11. MISCELLANEOUS (a) Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Contractor's relationship with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to conflict of law principles. (c) Entire Agreement. This Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof. (d) Amendment. This Agreement may be amended only by a writing signed by Contractor and by a duly authorized representative of the Company. (e) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. (f) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. (g) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. (h) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company. (i) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Contractor, the damage or imminent damage to the value and the goodwill of the Company's business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Contractor in the event of any breach or threatened breach of any of such provisions by Contractor, in addition to any other relief (including damages) available to the Company under this Agreement or under law. (j) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Contractor's residence (as noted below), or to the Company's principal office, as the case may be. (k) Assistance. Contractor shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with work performed by Contractor; provided, however, that such assistance following termination shall be furnished at the same level of compensation as provided in Section 2. (l) Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in provincial or federal court in Mississauga, Ontario. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Nevada Secretary of State (the "Agent") or to the party at the party's last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery can not easily be effected. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. Company: Urbanalien Corporation By_______________________________ Anila Ladha Title: Secretary/Director Date: August 1st, 2001 EX-10 6 uba_ex10-4.txt URBANALIEN.COM DOMAIN NAME ORIGINAL REGISTRATION urbanalien.com is registered at whois.RegisterFly.com Registration Service Provided By: RegisterFly.com Contact: support@RegisterFly.com Visit: http://www.RegisterFly.com Domain name: urbanalien.com Registrant Contact: Urbanalien Corporation Steve Billinger (sbillinger@urbanalien.com) 905-629-6654 FAX: none 5180 Orbitor Dr. Mississauga, ON L4W5L9 CA Billing, Administrative Contact: Urbanalien Corporation Steve Billinger (sbillinger@urbanalien.com) 905-629-6654 FAX: none 5180 Orbitor Dr. Mississauga, ON L4W5L9 CA Technical Contact: Urbanalien Corporation Swapan Singh (ssingh@urbanalien.com) 905-629-6681 FAX: none 5180 Orbitor Dr. Mississauga, ON L4W5L9 CA Status: PROTECTED Note: To help prevent malicious domain hijacking and domain transfer errors, the registrar has protected the registrant of this domain name registrant by locking it. Any attempted transfers will be denied at the registry until the registrant requests otherwise. The registrant for the name may unlock the name at any time at the current registrar in order for a transfer initiation to succeed Name servers: ns1.easyDNS.com ns2.easyDNS.com remote1.easyDNS.com remote2.easyDNS.com Created: 07/21/01 00:00:00 Expires: 07/21/03 00:00:00 The data in this whois database is provided to you for information purposes only, that is, to assist you in obtaining information about or related to a domain name registration record. We make this information available as is, and do not guarantee its accuracy. By submitting a whois query, you agree that you will use this data only for lawful purposes and that, under no circumstances will you use this data to: (1) enable high volume, automated, electronic processes that stress or load this whois database system providing you this information; or (2) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via direct mail, electronic mail, or by telephone. The compilation, repackaging, dissemination or other use of this data is expressly prohibited without prior written consent from us. The registrar of record is eNom. We reserve the right to modify these terms at any time. By submitting this query, you agree to abide by these terms. Version 6.3 4/3/2002 EX-10 7 uba_ex10-5.txt URBANALIEN.COM DOMAIN NAME AMENDMENT Registration Service Provided By: RegisterFly.com Contact: support@RegisterFly.com Visit: http://www.RegisterFly.com Domain name: URBANALIEN.COM Name servers: ns1.easyDNS.com ns2.easyDNS.com remote1.easyDNS.com remote2.easyDNS.com Creation date: Sat Jul 21 2001 00:00:00 Expiration date: Mon Jul 21 2003 00:00:00 Registrant Contact: Urbanalien Corporation Steve Billinger (sbillinger@urbanalien.com) 905-629-6654 FAX: none 5180 Orbitor Dr. Mississauga, ON L4W5L9 CA Billing, Administrative Contact: Urbanalien Corporation Steve Billinger (sbillinger@urbanalien.com) 905-629-6654 FAX: none 5180 Orbitor Dr. Mississauga, ON L4W5L9 CA Technical Contact: Urbanalien Corporation Swapan Singh (ssingh@urbanalien.com) 905-629-6681 FAX: none 5180 Orbitor Dr. Mississauga, ON L4W5L9 CA Status: PROTECTED Note: To help prevent malicious domain hijacking and domain transfer errors, the registrar has protected the registrant of this domain name registrant by locking it. Any attempted transfers will be denied at the registry until the registrant requests otherwise. The registrant for the name may unlock the name at any time at the current registrar in order for a transfer initiation to succeed The data in this whois database is provided to you for information purposes only, that is, to assist you in obtaining information about or related to a domain name registration record. We make this information available "as is," and do not guarantee its accuracy. By submitting a whois query, you agree that you will use this data only for lawful purposes and that, under no circumstances will you use this data to: (1) enable high volume, automated, electronic processes that stress or load this whois database system providing you this information; or (2) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via direct mail, electronic mail, or by telephone. The compilation, repackaging, dissemination or other use of this data is expressly prohibited without prior written consent from us. The registrar of record is eNom. We reserve the right to modify these terms at any time. By submitting this query, you agree to abide by these terms. Version 6.3 4/3/2002 The previous information has been obtained either directly from the registrant or a registrar of the domain name other than VeriSign. VeriSign, therefore, does not guarantee its accuracy or completeness. EX-10 8 uba_ex10-6.txt SURVEYED RESULTS FROM TRIAL DEPLOYMENT Urbanalien Reporting:3 Months; April 6 - July 16, 2002 Summary Page Network Urbanalien 12 kiosks Network UA/Cineplex 10 kiosks Network UA/Galaxy 2 kiosks Network Users: Kiosks Urbanalien 50,000+ Feedback: Urbanalien Network Network Galaxy Run Rate: *8,333 (6.3%) Urbanalien 3,295 (attendance): 131,250 Network Urbanalien 2,745 Cineplex Network Cineplex Run *41,666 (5.8%) Urbanalien Galaxy 549 Rate: Network (attendance): 709,558 Survey: Total Respondents Urbanalien 5743 Distributions of Selections Made: Network Urbanalien Network Urbanalien 957* Trailers 55% Cineplex Network Urbanalien Galaxy 4785* Coupons 39.58% Network Survey Sample Questions: Urbanalien Network 1. How often do you Age: Urbanalien Network visit theaters? Once A Week? 62.9% 11 yrs - 16 yrs 37.80% (3593) 2-4 Times A Week? 17 yrs - 25 yrs 25.30% 2. Promotions Affect 11 yrs - 25 yrs 62.38% Your Decision 51.24% Definitely (2945) Trailer: Hits Useability: Urbanalien Network Urbanalien Network 52,579 Very Easy 33.04% Urbanalien Cineplex 43,527 Easy 23.51% Network Urbanalien Galaxy 8,956 Positive 56.55% Network Advertisers: Hits Genre: Urbanalien Network Urbanalien Network 41,508 Female 54.02% Urbanalien Cineplex 36,118 Male 45.84% Network Urbanalien Galaxy 5,390 Network Coupons: Total Pressed Urbanalien Network 15,420 Urbanalien Cineplex 11,994 Network Urbanalien Galaxy 3,426 Network EX-10 9 uba_ex10-7.txt TOUCHPOINT MANAGEMENT INFRASTRUCTURE AMENDED AGREEMENT EX-10-7 PROFESSIONAL SERVICE "AMENDED" AGREEMENT THIS "AMENDED" AGREEMENT made as of the 1st day of May 2002 BETWEEN: TOUCHPOINT MANAGEMENT CORPORATION ("Contractor") -and- URBANALIEN CORPORATION ("Company") This Professional Service Agreement (the "Agreement") is made and entered between Touchpoint Management Corporation, a Professional service contractor hereafter referred to as "Contractor", and Urbanalien Corporation, hereafter referred to as "Company". In consideration of the covenants and conditions hereinafter set forth, Company and Contractor agree as follows: 1. SERVICES Contractor shall perform the following services for the Company on monthly basis (the "Work"). Reception facilities Office Furniture Use of the Boardroom as needed General Office functions Accounting services Record keeping Banking Transaction processing and maintain audit trails Complete accounting process including the unaudited statements Communication and connectivity facilities Telephone Fax Internet Network HR Services Processing Payroll Employees and contractor record keeping Note: The Company may request additional professional services such as budgets, projections, year end and assist in the audit at additional cost. 2. REPORTING Contractor shall report to the Company's Secretary. Contractor shall provide a monthly statement to the Company or as requested by its CPA firm. 3. TERM This "Amended" Agreement shall commence on May 1st, 2002 and shall expire on December 31st, 2002. Contractor agrees to perform services for the Work to Company on or before the expiration of the term set forth above. The Company may terminate the use of Contractor's services at any time without cause and without further obligation to Contractor except for payment due for services prior to date of such termination. Termination of this Agreement or termination of services shall not affect the provisions under Sections 5-11, hereof, which shall survive any termination. 4. PAYMENT The contract price ( the "Contract Price") payable by the Company to the Contractor for doing the Work, exclusive of any Authorized Extras, is $12,000.00 US funds per month and will be reviewed from time to time. Contractor will be paid for Work performed under this Agreement as follows: Urbanalien Corporation shall pay the contractor on monthly basis with the net 30 days terms. Urbanalien Corporation shall pay an interest of 2% per month on overdue accounts pass the terms allowed. 5. CONFIDENTIALITY AND OWNERSHIP (a) Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor. Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Contractor and whether or not disclosed to or entrusted to Contractor's custody. Contractor agrees that Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company. 6. RETURN OF MATERIALS Contractor agrees that upon termination of this Agreement, Contractor will return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company. Contractor will not retain any such materials. 7. WARRANTIES Contractor warrants that: (a) Contractor's agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between Contractor and a third party; and (b) The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and (c) The services provided by Contractor shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Contractor and the Company. 8. INDEMNITY Contractor agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Contractor. 9. RELATIONSHIP OF PARTIES Contractor is an independent contractor of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company' sole discretion to terminate this Agreement at any time without cause. Contractor further agrees to be responsible for all of Contractor's federal and state taxes, withholding, social security, insurance, and other benefits. Contractor shall provide the Company with satisfactory proof of independent contractor status. 10. OTHER ACTIVITIES Contractor is free to engage in other independent contracting activities, provided that Contractor does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Contractor's attention as to interfere with the proper and efficient performance of Contractor's services thereunder. Contractor agrees not to induce or attempt to influence, directly or indirectly, any employee at the Company to terminate his/her employment and work for Contractor or any other person. 11. MISCELLANEOUS (a) Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Contractor's relationship with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to conflict of law principles. (c) Entire Agreement. This Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof. (d) Amendment. This Agreement may be amended only by a writing signed by Contractor and by a duly authorized representative of the Company. (e) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. (f) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. (g) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. (h) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company. (i) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Contractor, the damage or imminent damage to the value and the goodwill of the Company's business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Contractor in the event of any breach or threatened breach of any of such provisions by Contractor, in addition to any other relief (including damages) available to the Company under this Agreement or under law. (j) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Contractor's residence (as noted below), or to the Company's principal office, as the case may be. (k) Assistance. Contractor shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with work performed by Contractor; provided, however, that such assistance following termination shall be furnished at the same level of compensation as provided in Section 2. Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in provincial or federal court in Mississauga, Ontario. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Nevada Secretary of State (the "Agent") or to the party at the party's last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery can not easily be effected. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. Company: Contractor: Urbanalien Corporation TouchPoint Management Corporation By: By: ------------------------ --------------------------- [Signature] Anila Ladha Name: ------------------------- (Print) Title: Secretary/Director Address: ---------------------- ---------------------- ---------------------- Date: ----------------------- EX-10 10 uba_ex10-8.txt BLIR LLC CONTRACTOR'S AGREEMENT INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the "Agreement") is made and entered between Blir Ltd., an independent contractor hereafter referred to as "Contractor", and Urbanalien Corporation, hereafter referred to as "Company". In consideration of the covenants and conditions hereinafter set forth, Company and Contractor agree as follows: 1. SERVICES Contractor shall perform the following services for the Company (the "Work"). Provide detailed technology planning and strategy services for the deployment of the initial UrbanAlien project, including: * System network blueprints and documentation * System maintenance requirements analysis and planning * Hardware analysis and planning * Media optimization analysis and planning * Security analysis and planning * Content management analysis and planning * Content distribution analysis and planning * Information architecture analysis and planning * Strategic technology opportunity evaluation and planning * Advertising technology analysis and planning * User state approach analysis and planning * E-Commerce technology analysis and planning Provide multimedia software design and development services for the deployment of the initial UrbanAlien project, including: * Information Design planning and implementation * Multimedia development project management * Multimedia art direction * Multimedia design, illustration, and scripting * Development of HTML components * Development of Flash components * Development of custom ActiveX components * Coding of custom functionality for project interface * Testing and deployment of multimedia interface solution * Integration and deployment of Kiosk Management System 2. REPORTING Contractor shall report to the Company's C.O.O., Shamira Jaffer. Contractor shall provide a weekly written report to the Company on their progress on assignments. 3. TERM This Agreement shall commence on __________, 200__ and shall expire on __________, 200__. Contractor agrees to perform services for the Work to Company on or before the expiration of the term set forth above. The Company may terminate the use of Contractor's services at any time without cause and without further obligation to Contractor except for payment due for services prior to date of such termination. Termination of this Agreement or termination of services shall not affect the provisions under Sections 5-11, hereof, which shall survive any termination. 4. PAYMENT The total contract price ( the "Contract Price") payable by the Company to the Contractor for doing the Work, exclusive of any Authorized Extras, is Seventy three thousand five hundred $ 73,500.00 . Contractor will be paid for Work performed under this Agreement as follows: Urbanalien Corporation shall issue 612,500 common shares; subject to Rule 144k Stock; of Urbanalien Corporation, a Nevada Company. 5. CONFIDENTIALITY AND OWNERSHIP (a) Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor. Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Contractor and whether or not disclosed to or entrusted to Contractor's custody. Contractor agrees that Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company. (b) To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Contractor in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Contractor hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Contractor rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Contractor hereby irrevocably and unconditionally waives all enforcement of such rights. Contractor shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by Contractor as part of its services under this Agreement shall be owned by the Company. 6. RETURN OF MATERIALS Contractor agrees that upon termination of this Agreement, Contractor will return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company. Contractor will not retain any such materials. 7. WARRANTIES Contractor warrants that: (a) Contractor's agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between Contractor and a third party; and (b) The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and (c) The services provided by Contractor shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Contractor and the Company. 8. INDEMNITY Contractor agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Contractor. 9. RELATIONSHIP OF PARTIES Contractor is an independent contractor of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company' sole discretion to terminate this Agreement at any time without cause. Contractor further agrees to be responsible for all of Contractor's federal and state taxes, withholding, social security, insurance, and other benefits. Contractor shall provide the Company with satisfactory proof of independent contractor status. 10. OTHER ACTIVITIES Contractor is free to engage in other independent contracting activities, provided that Contractor does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Contractor's attention as to interfere with the proper and efficient performance of Contractor's services thereunder. Contractor agrees not to induce or attempt to influence, directly or indirectly, any employee at the Company to terminate his/her employment and work for Contractor or any other person. 11. MISCELLANEOUS (a) Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Contractor's relationship with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to conflict of law principles. (c) Entire Agreement. This Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof. (d) Amendment. This Agreement may be amended only by a writing signed by Contractor and by a duly authorized representative of the Company. (e) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. (f) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. (g) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. (h) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company. (i) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Contractor, the damage or imminent damage to the value and the goodwill of the Company's business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Contractor in the event of any breach or threatened breach of any of such provisions by Contractor, in addition to any other relief (including damages) available to the Company under this Agreement or under law. (j) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Contractor's residence (as noted below), or to the Company's principal office, as the case may be. (k) Assistance. Contractor shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with work performed by Contractor; provided, however, that such assistance following termination shall be furnished at the same level of compensation as provided in Section 2. (l) Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in provincial or federal court in Mississauga, Ontario. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Nevada Secretary of State (the "Agent") or to the party at the party's last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery can not easily be effected. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. Company: Contractor: Urbanalien Corporation Blir Ltd. By: By: ------------------------ -------------------------- [Signature] Anila Ladha Name: ------------------------ Title: Secretary/Director (Print) Social Security #: --------------------- Address: ---------------------- ---------------------- ---------------------- Date: July 31st, 2001 EX-10 11 uba_ex10-9.txt TERMINATION AND RELEASE DOCUMENT TERMINATION AND RELEASE For Good and Valuable consideration, the sufficiency and receipt of which is hereby acknowledged I Richard Griffiths agree as follows: I tender my resignation as officer and director of the Company. I hereby release and discharge Urbanalien Corporation (hereinafter referred to as the Company), its principles and all other related corporate entities from any and all actions, causes of actions, claims and demands from the date of commencement of my employment to the date of my resignation, being March 22, 2002. I agree and acknowledge that I cannot officially represent the Company in any fashion, and cannot accept any contribution or incur any expenses or liabilities on behalf of the Company from and after March 22, 2002. It is agreed that I will relinquish effective immediately all signing rights, business cards, access to company funds, e-mail, office, and any confidential documents or agreements whether held on paper or electronic copies of the Company including all records pertaining to the affairs of the Company. I will not communicate, directly or indirectly to any person, entity, or corporation about the terms of this agreement or communicate directly or indirectly in any derogatory fashion concerning the Company and its related companies. I agree to keep all trade secrets and/or propriety information of the Company in strictest confidence. I will not attempt to solicit or communicate, directly or indirectly the clients, customers or employees of the Company with respect to the Urbanalien concept, technology or business model. I agree to execute such documents as may be required from time to time to further give effect to the clauses contained herein. I acknowledge that I have had the opportunity to seek independent legal advice with respect to this agreement In WITNESS WHEREOF I have hereunto set my hand and seal this 17th day of April, 2002. Signed, Sealed and Delivered) in the presence of) ) - --------------------------- ------------------------ Witness ) Richard Griffiths ) - --------------------------- EX-10 12 uba_ex10-10.txt STOCK RESTRICTION AGREEMENT Stock Restriction Agreement THIS STOCK RESTRICTION AGREEMENT is made by and among Urbanalien Corporation, a Nevada corporation (hereinafter referred to as the "Corporation") and Richard Griffiths (hereinafter referred to as the "Shareholder"), with respect to all of the issued and outstanding shares of stock of the Corporation presently or hereafter owned by the Shareholder (hereinafter referred to as "Shares"). The Corporation and the Shareholder are sometimes hereinafter collectively referred to as the "Parties". Duration of agreement The duration of this agreement shall comply to the Rules and Regulations set out by the SEC as they pertain to Rule 144 of the 1933 Act, as stock held by an affiliate of the Corporation. Transfer The Shareholder may transfer his Shares, either by way of pledging his stock or obtaining a loan against his shares provided that the persons or entity that the shareholder is pledging to adheres and acknowledges that the said shares are subject to Rule 144 of the 1933 Act as they apply to an Affiliate of the Corporation and further acknowledge the terms of this Agreement. Option On Proposed Transfer Option To Purchase. Prior to a Public market listing and at least ten (10) days prior to a proposed transfer by a Shareholder (hereinafter referred to as the "Offering Shareholder") of any of his Shares (hereinafter referred to as the "Offered Shares"), or any rights or interests therein, the Offering Shareholder shall give written notice of such proposed transfer (hereinafter referred to as the "Notice") to the secretary of the Corporation. The Notice must set forth the number of Shares to be transferred and all other terms and conditions of the proposed transfer, immediately thereafter, the secretary shall cause a combined directors and Shareholder meeting to be called concerning the Offered Shares. The combined meeting shall be called for a date not later than five (5) days from the date of delivery to the Corporation of the Notice. Written notice of the meeting shall be given to all of the directors and Shareholders not later than two (2) days prior to the date set therefor. At the meeting, the Corporation shall have the first option to purchase Offered Shares. Deceased Shareholder Provision. If the sale is pursuant to the death of a Shareholder, the term "Selling Shareholder" shall mean and include the following as they are understood in Nevada law: (a) the duly appointed and qualified executor, executrix, or administrator, of the estate of a deceased Shareholder; (b) the surviving joint tenant of a deceased Shareholder where Shares of the Corporation are owned by a deceased Shareholder and a person who is not active in the business or the Corporation as joint tenants; (c) the trustee or successor trustee of a trust holding the Shares as a trust asset; and (d) any other person who may, because of the community property or other law of the jurisdiction, acquire without formal probate proceedings any right, title or interest in or to the Shares of a deceased Shareholder by reason of the death of a deceased Shareholder. The estate of a deceased Shareholder shall pay, indemnify and save the purchasing parties harmless from all costs and expenses required to enable the estate of the deceased Shareholder to transfer U1, legal and equitable tax-free title to the Shares of the deceased Shareholder. Purchase Price [Annual Agreement or arbitration] The purchase price per Share to be sold under the provisions of this Agreement, shall be the book value per Share as of the close of business on the last day of the calendar month preceding the date of the event causing the purchase and sale, and in any event shall not be less than $0.12 USD per share. In the event that the Corporation's shares shall be listed for sale on a "stock exchange", the purchase price per share shall be the equal to the average price of the shares sold over a period of 10 days prior to the Notice of Sale. The book value shall be determined from the books of account as of that date by the independent public accountant(s) regularly engaged of the Corporation on that date. The determination of the accountant(s) shall be conclusive and binding, and made in accordance with accounting principles applied on a basis consistent with those previously applied by the Corporation. The Corporation's "book value" shall mean the difference between the total assets and the total liabilities of the Corporation as so determined. The book value per Share shall be determined by dividing the book value of the Corporation by the number of Shares outstanding on the date as of which the book value is determined. Notices All notices required to be given hereunder shall be given by personally delivering such notice or by mailing it, via Certified mail, to the secretary of the Corporation and to the Shareholder at the following addresses: Anila Ladha-5180 Orbitor Drive, Mississauga, Ontario L4W 5L9 Richard Griffiths-90 Sumach Street, Apartment 405, Toronto, Ontario, M5A 4R4 The above addresses may only be changed by giving written notice of such change of address, via certified mail, to all of the other Parties. Restrictions On Certificates The Corporation and the Shareholder agree that all certificates representing all Shares of the Corporation which at any time are subject to the provisions of this Agreement shall have endorsed upon them the following legend: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to rule 144 under the Securities Act of 1933". Under no circumstances shall any sale or other transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to this Agreement and thereby shall have become subject to all of the provisions hereof. Severability In the event that any of the provisions, or portions thereof, or this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby. Governing Law This Agreement has been executed in and shall be governed by the laws of the State of Nevada. Inurement Subject to the restrictions against transfer or &, assignment as herein contained, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the assigns, successors-in-interest, personal representatives, estates, heirs and legatees of each of the Parties. Entire Agreement This Agreement contains the entire understanding between the Parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the Parties, relating to the subject matter of this Agreement, which are not fully expressed herein. Option And Mandatory Purchase. In the event of the death or permanent disability of the Shareholder, the Corporation shall have the option to purchase the Shares of the deceased or disabled Shareholder in the manner and on the terms and conditions provided herein. Subject to the conditions herein, if the Corporation does not elect to purchase all of such Shares, the Remaining Shareholders shall purchase all Shares not so purchased by the Corporation, on the terms and conditions provided herein. Procedure. In the event of the death of the Shareholder, the executor of administrator of such deceased Shareholder shall promptly give written notice of such death to the secretary of the Corporation. In the event of permanent disability, the disabled Shareholder shall give written notice to the secretary of the Corporation and the Remaining Shareholders. The sale shall be effective on the six month anniversary of the disability. Upon receipt of notice of death or disability hereunder, the secretary shall cause a meeting to be called to afford the Corporation the opportunity to exercise its option to purchase the Shares of the deceased or disabled Shareholder. The meeting shall be called for a date not later than fifteen (15) days from the date of delivery to the Corporation of the notice of death or disability, and written notice of the meeting shall be given to all of the directors and Shareholders not later than ten (10) days prior to the date set therefor. At the meeting, the Corporation shall have the first option to purchase all or any portion of the Shares of the deceased or disabled Shareholder. Al sales under this paragraph shall be for the purchase price and paid on the terms and conditions set forth in the paragraphs below. The failure of the disabled Shareholder or the representative of a deceased Shareholder to give the notices required hereunder shall not affect the rights of the Corporation. Independent Legal Advice The Shareholder acknowledges that he has had the opportunity to seek independent legal advice with respect to this agreement. IN WITNESS WHEREOF, the Parties have executed this Stock Restriction Agreement on April 23, 2002. Urbanalien Corporation By: -------------------------------- ------------ Secretary of the Corporation Date Witness: --------------------------- By: ------------------------------------ ------------ Shareholder - Richard Griffiths Date Witness: ------------------------------ EX-10 13 uba_ex10-11.txt SOFTWARE ASSIGNMENT TOUCHPOINT SOLUTIONS CORPORATION Assignment of Urbanalien Kiosk Software Application This Assignment is fully transferred to Urbanalien Corporation ("UA") a Nevada company as of this 31st day of July, 2001, by Touchpoint Management, Anila Ladha, Shamira Jaffer, Richard Griffiths and Edward Hamilton ("Parties"). WHEREAS, the PARTIES desires to contribute to UA the assets set forth on Schedule A attached hereto (the "PARTIES Assets") in exchange for an ownership interest in UA; WHEREAS, UA desires to acquire the assets set forth on Schedule A and the Screen layout on Schedule B attached hereto (the "UA Assets") in exchange for an ownership interest in UA; and WHEREAS, UA acknowledges the asset is fully paid for and Microsoft Windows and Catapult platform is not included in this assignment or the property of UA. IN WITNESS WHEREOF, the PARTIES, and UA have each caused their respective duly authorized officer to execute this Assignment as of the day and year first above written. Urbanalien Corporation By: ------------------------ Name: Richard Griffiths Touchpoint Management Corporation ---------------------- Anila Ladha ---------------------- Shamira Jaffer ---------------------- Richard Griffiths ---------------------- Edward Hamilton ---------------------- SCHEDULE B UrbanAlien custom application built on Catapult: Advertising: an engine to display links to advertiser custom or existing content. A schedule to determine available ads and playback schedule. Movie trailer Component: an engine to automatically scroll and playback available trailers based on theatre location. Feedback: A data collection component to accumulate feedback pertaining to the device and specific content. Surveys: a custom survey component to collect user data pertaining to advertisers or content providers. Web Portal: a custom web browsing portal allowing the user to view and navigate permissible content. Coupons: A custom coupon component prints advertisers and sponsors coupons for promotions SCHEDULE B Software screen layout - -PICTURE- -----END PRIVACY-ENHANCED MESSAGE-----