<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
URBAN RESORTS INTERNATIONAL, INC.
----------------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA N/A
------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
16 JULIA STREET
THORNHILL, ONTARIO L3T 4R9
---------------------------------------- -----------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP/POSTAL CODE)
ISSUER'S TELEPHONE NUMBER: (905) 731-0189
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS TO BE REGISTERED
NONE NONE
----------------------------------- ------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(TITLE OF CLASS)
COPIES OF COMMUNICATIONS SENT TO:
MARVIN N. WINICK
16 JULIA STREET
THORNHILL, ONTARIO L3T 4R9
TEL: (905) 731-0189 - FAX: (905) 764-3049
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I
<S> <C> <C>
ITEM 1. DESCRIPTION OF BUSINESS 3.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS 9.
ITEM 3. DESCRIPTION OF PROPERTY 10.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS & MANAGEMENT 10.
ITEM 5. DIRECTORS, EXECUTIVES, OFFICERS,
PROMOTERS & CONTROL PERSONS 11.
ITEM 6. EXECUTIVE COMPENSATION 13.
ITEM 7. CERTAIN RELATIONSHIPS & RELATED
TRANSACTIONS 13.
ITEM 8. DESCRIPTION OF SECURITIES 13.
PART II
ITEM 1. MARKET FOR COMMON EQUITY &
OTHER SHAREHOLDER MATTERS 14.
ITEM 2. LEGAL PROCEEDINGS 16.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS 16.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 16.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS 16.
PART F/S 18.
PART III 18.
SIGNATURES 18.
</TABLE>
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Urban Resorts International Inc. (the "Company") was organized on May
9, 2000, under the laws of the State of Nevada, having the stated purpose of
engaging in any lawful activities. The Company was formed with the contemplated
purpose to engage in investments and consulting throughout Canada and the United
States and elsewhere. The business concept and plan was based upon information
obtained by the incorporator based on his experience as an accountant. The
Company has been incorporated in order to seek out investment in the hotel
industry. The Company is in the process of developing a business plan for the
investment in the hotel industry in order to take advantage of what the Company
thinks is a new niche market which for the most part has not been tried. The
Concept will be more fully explained later on.
The Company being newly incorporated has never engaged in an active
trade or business throughout the period from inception until present. The
founding shareholders and directors of the Company are Martin Wardman, Robin
St-Arnaud and Tom Czerniecki.
The Company has begun to consider and investigate potential business
opportunities in the hotel industry. The Company is considered a development
stage company and, due to its status as a "shell" corporation, its principal
business purpose is to locate and consummate a merger or acquisition with a
private entity. Because of the Company's current status of having limited assets
and no recent operating history, in the event the Company does successfully
acquire or merge with an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial dilution and there
will be a probable change in control of the Company as result of any such
merger.
The Company is considering a potential acquisition in the hotel
industry which will fulfill its present purpose.
The Company is voluntarily filing its registration statement on Form
10-SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business as a potential business
combination candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial statements. The
Company intends to continue to voluntarily file these periodic reports under the
Exchange Act even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
-3-
<PAGE> 4
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating hotel business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 1240 Drummond
Street, Montreal, Quebec H3G 1V7 Canada and its telephone number is (5145)
875-3333.
BUSINESS OF ISSUER
The Company has no recent operating history and no representation is
made, nor is any intended, that the Company will be able to carry on future
business activities successfully. There can be no assurance that the Company
will have the ability to acquire or merge with an operating hotel business,
business opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or business
opportunities. The Company currently has no commitment or arrangement, written
or oral, to participate in any business opportunity and management cannot
predict the nature of any potential business opportunity it may ultimately
consider. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
SOURCES OF BUSINESS OPPORTUNITIES
The Company intends to use various sources in its search for potential
business opportunities including its officer and director, consultants, special
advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. The Company will most likely have to rely on outside
sources, not otherwise associated with the Company, that will accept their
compensation only after the Company has finalized a successful acquisition or
merger. The Company will rely upon the expertise and contacts of such persons,
will use notices in written publications and personal contacts to find merger
and acquisition candidates, the exact number of such contacts dependent upon the
skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship with management. To date the Company has not engaged nor entered
into any definitive agreements nor understandings regarding retention of any
consultant to assist the Company in its search for business opportunities, nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.
Even though the Company is looking to acquire a hotel type operation,
it does not intend to restrict its search to any specific kind of industry or
business. The Company may investigate and
-4-
<PAGE> 5
ultimately acquire a venture that is in its preliminary or development stage, is
already in operation, or in various stages of its corporate existence and
development. Management cannot predict at this time the status or nature of any
venture in which the Company may participate. A potential venture might need
additional capital or merely desire to have its shares publicly traded. The most
likely scenario for a possible business arrangement would involve the
acquisition of, or merger with, an operating business that does not need
additional capital, but which merely desires to establish a public trading
market for its shares. Management believes that the Company could provide a
potential public vehicle for a private entity interested in becoming a publicly
held corporation without the time and expense typically associated with an
initial public offering.
EVALUATION
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, (limited solely to working history - See "Item 5. Directors,
Executive Officers, etc.") or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them. Management
may elect to engage outside independent consultants to perform preliminary
analysis of potential business opportunities. However, because of the Company's
limited capital it may not have the necessary funds for a complete and
exhaustive investigation of any particular opportunity. Management will not
devote full time to finding a merger candidate, will continue to engage in
outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
FORM OF POTENTIAL ACQUISITION OR MERGER
Presently the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
-5-
<PAGE> 6
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
Because of the Company's current status and recent inactive status and
the fact that it is newly incorporated, and its concomitant lack of assets and
relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution to
the Company's existing shareholder interests. There will probably be a change in
control of the Company, with the incoming owners of the targeted merger or
acquisition candidate taking over control of the Company. Management has not
established any guidelines as to the amount of control it will offer to
prospective business opportunity candidates, since this issue will depend to a
large degree on the economic strength and desirability of each candidate, and
the corresponding relative bargaining power of the parties. However, management
will endeavor to negotiate the best possible terms for the benefit of the
Company's shareholders as the case arises. Management may actively negotiate or
otherwise consent to the purchase of any portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition. In such
an event, existing shareholders may not be afforded an opportunity to approve or
consent to any particular stock buy-out transaction. However the terms of the
sale of shares held by present management of the Company will be extended
equally to all other current shareholders.
Management does not have any plans to borrow funds to compensate any
persons, consultants, or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be limited to persons exempt under the
Commissions's Regulation D or other rule, or provision for exemption, if any
applies. However, no private sales are contemplated by the Company's management
at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
The Company does not anticipate using Regulation S promulgated under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only to its potential applicability after consummation of a merger or
acquisition.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The
-6-
<PAGE> 7
Company has not established any criteria or limits for the determination of a
finder's fee, although most likely an appropriate finder's fee will be
negotiated between the parties, including the potential business opportunity
candidate, based upon economic considerations and reasonable value as estimated
and mutually agreed upon at that time. A finder's fee would only be payable upon
completion of the proposed acquisition or merger in the normal case, and
management does not contemplate any other arrangement at this time. Current
management has not in the past used any particular consultants, advisors or
finders. Management has not actively undertaken a search for, nor retention of,
any finder's fee arrangement with any person. It is possible that a potential
merger or acquisition candidate would have its own finder's fee arrangement, or
other similar business brokerage or investment banking arrangement, whereupon
the terms may be governed by a pre-existing contract; in such case, the Company
may be limited in its ability to affect the terms of compensation, but most
likely the terms would be disclosed and subject to approval pursuant to
submission of the proposed transaction to a vote of the Company's shareholders.
Management cannot predict any other terms of a finder's fee arrangement at this
time. If such a fee arrangement was proposed, independent management and
directors would negotiate the best terms available to the Company so as not to
compromise the fiduciary duties of the representative in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any officer or director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. The Company's management has not had any contact,
discussions, or other understandings regarding any particular business
opportunity at this time, regardless of any potential conflict of interest
issues. Accordingly, the potential conflict of interest is merely a remote
theoretical possibility at this time.
POSSIBLE BLANK CHECK COMPANY STATUS
While the Company may be deemed a "shell" company at this time, it does
not constitute a "blank check" company under pertinent securities law standards.
Accordingly, the Company is not subject to securities regulations imposed upon
companies deemed to be "blank check companies." If the Company were to file a
registration statement under Securities Act of 1933 and, at such time, priced
its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.
If in the future the Company were to become a blank check company,
adverse consequences could attach to the Company. Such consequences can include,
but are not limited to, time delays of the registration process, significant
expenses to be incurred in such an offering, loss of voting control to public
shareholders and the additional steps required to comply with various federal
and state laws enacted for the protection of investors, including so-called
"lock-up" agreements pending consummation of a merger or acquisition that would
take it out of blank check company status.
Many states have statutes, rules and regulations limiting the sale of
securities of "blank
-7-
<PAGE> 8
check" companies in their respective jurisdictions. Management does not intend
to undertake any efforts to cause a market to develop in the companies
securities or to undertake any offering of the Company's securities, either debt
or equity, until such time as the Company has successfully implemented its
business plan described herein. In the event the Company undertakes the filing
of a registration statement under circumstances that classifies it as a blank
check company the provisions of Rule 419 and other applicable provisions will be
complied with.
COMPETITION
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. Even if the Company has targeted a company in the hotel business,
there may be sufficient competition in this area of the hospitality sector in
which the Company hopes to develop that may not allow the operations to be
successful. At this time the Company has not evaluated any if such exists
competition in the sector of the hospitality business it wishes to enter. In
doing so the Company may then decide based on the competition not to pursue its
present course of action and again look for some other venture to evaluate. The
Company is also aware that there are several other public companies with only
nominal assets that are also searching for operating businesses and other
business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
EMPLOYEES
As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
FACILITIES
The Company is currently using at no cost to the Company, as its
principal place of business offices located in Montreal Quebec, Canada (provided
at no cost). Although the Company has no written agreement and pays no rent for
the use of this facility, it is contemplated that at such future time as an
acquisition or merger transaction may be completed, the Company will secure
commercial office space from which it will conduct its business. Until such an
acquisition or merger, the Company lacks any basis for determining the kinds of
office space or other facilities necessary for its future business. The Company
has no current plans to secure such commercial office space. It is also possible
that a merger or acquisition candidate would have adequate existing facilities
upon completion of such a transaction, and the Company's principal offices may
be transferred to such existing facilities.
INDUSTRY SEGMENTS
No information is presented regarding industry segments. The Company is
presently a
-8-
<PAGE> 9
development stage company seeking a potential acquisition of or merger with a
yet to be identified business opportunity. Reference is made to the statements
of income included herein in response to part F/S of this Form 10-SB for a
report of the Company's operating history.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since inception. The costs
and expenses associated with the preparation and filing of this registration
statement and other operations of the Company have been paid for by Mr. Marvin
N. Winick. Mr. Winick has agreed to pay future costs associated with filing
future reports under Exchange Act of 1934 if the Company is unable to do so. It
is anticipated that the Company will require only nominal capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's existing shareholder or its sole officer and
director in the immediate future. Mr. Winick has not agreed upon the terms and
conditions of future financing and such undertaking will be subject to future
negotiations, except for the express commitment of Mr. Winick to fund required
Section 34 Act filings. Repayment of any such funding will also be subject to
such negotiations. However, unless the Company is able to facilitate an
acquisition of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
PLAN OF OPERATION
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities in the hotel and hospitality sector
with the intent to acquire or merge with one or more business ventures in this
area. In its search for business opportunities, management will follow the
procedures outlined in Item 1 above. Because the Company has limited funds, it
may be necessary for the sole officer and director to either advance funds to
the Company or to accrue expenses until such time as a successful business
consolidation can be made. The Company will not enforce any condition that the
target company must repay funds advanced by its officers and directors.
Management intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business opportunity provide his remuneration. However,
if the Company engages outside advisors or consultants in its search for
business opportunities, it may be necessary for the Company to attempt
-9-
<PAGE> 10
to raise additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
The Company is currently looking at a hotel concept in Montreal, Quebec
based upon a new concept whereby an existing hotel is being transformed into a
luxury boutique hotel. The design encompasses the following concepts:
- trendy and upscale restaurants and bar and lounges
- trendy and modern health club/spas with state of art training
equipment and services
- a whole new form of shopping and environmental experience
within the hotel property
- a Riviera resort style(Nice, Cannes, Monaco) with elements of
urban classics such as the Plaza Hotel in New York. Exotic
Venetian and Moorish decor features are blended in to make it
even more captivating. The final result is expected by be
surprisingly classic yet accessible by remaining
unpretentiously opulent.
- the main lobby entrance is expected to set the stage to
transport the public to their choice of experience environment
or travel destination. One will enter through a Venetian
inspired palace style lobby complete with Roman columns
mingled with futuristic decor which is expected to include
recessed lighting, small cinema screens and other types of
computer generated backgrounds to be seen on the walls of the
entrance
- additionally the hotel will include unique boutique shops such
as decor and furniture store which will allow the hotel guest
if one so desires to buy the same type of furniture and decor
that will adorn the hotel and its rooms.
Even though the Company has identified a particular situation as
described above, there is no assurance that the Company will be in a position to
complete a merger with such an entity. The
-10-
<PAGE> 11
Company has not entered into any negotiations with this target entity at this
time and there is no assurance that the negotiations will be successful. There
is no certainty that even if such negotiations are successful that the Company
will be in a position to raise the necessary capital in order to fulfill the
needs of the newly acquired entity in order to complete the work on its
concepts.
ITEM 3. DESCRIPTION OF PROPERTY
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property. There are no preliminary agreements or understandings with respect to
office facilities in the future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best knowledge of
the Company as of June 28, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock, each director of the Company and all directors and officers of the
Company as a group.
<TABLE>
<CAPTION>
Name of Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
------------------ -------------------- ----------------
<S> <C> <C>
URHI International Jersey
P.O. Box 393
7-11 Brittania Place
Bath Street
St Helier, Jersey JE4 8US 24,400,000 97.2%
Martin S. Wardman 100,000 0.4%
1014 Thayer St.
Chicago, Illinois
Tom Czerniecki 100,000 0.4%
5246 Garnier,
Montreal, Quebec H2J 3T2
Robin St-Arnaud
2239 Place De Paris,
Ste-Julie, Quebec J3E 2K6 100,000 0.4%
All Executive Officers and Directors
as a Group 300,000 1.2%
</TABLE>
-11-
<PAGE> 12
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors and executive officers of the Company and their
respective ages are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Martin S. Wardman 55 Director, President
Robin St-Arnaud 37 Director, Secretary
Tom Czerniecki 50 Director, Vice President
</TABLE>
All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, or officer, or promoter of the Company has, within the
past five years, filed any bankruptcy petition, been convicted in or been the
subject of any pending criminal proceedings, or is any such person the subject
or any order, judgment or decree involving the violation of any state or federal
securities laws.
The business experience of the person listed above during the past five
years is as follows:
Mr. Tom Czerniecki has had over 20 years experience in marketing and
communications which include such companies as Gardenimage Inc. where he is
presently vice-president of marketing and sales since 1998. Prior to that he was
the President of f.45 Communications Inc., a marketing, advertising and
communications company from 1996 to 1998. Between 1994 and 1996 Mr. Czerniecki
acted as a consultant for the Festivale de musique francophone in Miami, Florida
which included coordinating all marketing and communications during his tenure.
Robin St-Arnaud is a practising attorney with the firm of Lazarus
Charbonneau in Montreal since 1998. From 1995 to 1998 he was an attorney with
the firm of De Grandpre, Chaurette, Levesque. Mr. St-Arnaud is also a
Vice-President of ISEE3D Inc., a company trading on the Toronto Stock Exchange.
Martin Wardman has been a merchant banker for over 20 years. From 1980
to present he has been consulting to various merchant banks in both Europe and
the United States.
-12-
<PAGE> 13
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock and
other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, when it becomes effective all
such officers, directors and/or shareholders having greater than 10% beneficial
owners of its common Stock, will comply with Section 16(a) filing requirements
applicable to them.
ITEM 6. EXECUTIVE COMPENSATION
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Company has not paid any salaries or other compensation to its officers,
directors or employees from inception, nor at any time during 2000. Further, the
Company has not entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's director will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business opportunity provide their remuneration. As of
the date hereof, no person has accrued any compensation from the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Winick has paid for the cost and expenses associated with the
filing of this Form 10-SB and other operations of the Company.
At the current time, the Company has no provision to issue any
additional securities to management, promoters or their respective affiliates or
associates. At such time as the Board of Directors adopts an employee stock
option or pension plan, any issuance would be in accordance with the terms
thereof and proper approval. Although the Company has a very large amount of
authorized but unissued Common Stock which may be issued without further
shareholder approval or notice, the Company intends to reserve such stock for
the Rule 505 offerings for acquisitions.
There have not been any other transactions between the Company and any
officer, director, nominee for election as director, or any shareholder owning
greater than five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family.
Marvin N. Winick may be deemed to be a "promoter" of the Company as
that term is defined under the Rules and Regulations promulgated under the Act.
-13-
<PAGE> 14
ITEM 8. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 50 million shares of common stock,
with par value $.001, of which 25,100,000 shares are issued and outstanding as
of the date hereof. All shares of common stock have equal rights and privileges
with respect to voting, liquidation and dividend rights. Each share of Common
Stock entitles the holder thereof to (i) one non-cumulative vote for each share
held of record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no pre-emptive
rights to acquire additional shares of Common Stock or any other securities. The
Common Stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid and
non-assessable.
PREFERRED STOCK
Shares of Preferred Stock may be issued from time to time in one or
more series as may be determined by the Board of Directors. The Company is
authorized to issue unlimited amounts of Class A, preferred stock, no par value.
The voting powers and preferences, the relative rights of each such series and
the qualifications, limitations and restrictions thereof shall be established by
the Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. At the present time no terms, conditions, limitations or
preferences have been established. The Company has no shares of Preferred Stock
outstanding, and the Board of Directors has no plan to issue any shares of
preferred Stock for the foreseeable future unless the issuance thereof shall be
in the best interests of the Company.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company intends to make application to the
NASD for the Company's shares to be quoted on the OTC Bulletin Board. The
application to the NASD will be made during the Commission comment period for
this Form 10-SB or immediately thereafter. The Company's application to the NASD
will consist of current corporate information, financial statements and other
documents as required by Rule 15c211 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price quotation for the
Company's shares to be published by such service.
-14-
<PAGE> 15
The Company is not aware of any existing trading market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans, proposals, arrangements or understandings with any person(s) with
regard to the development of a trading market in any of the Company's
securities.
If and when the Company's common stock is traded in the
over-the-counter market, most likely the shares will be subject to the
provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for transactions in penny
stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors, generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of June 30, 2000, there were 8 holders of record of the Company's
common stock.
As of the date hereof, the Company has issued and outstanding
25,100,000 shares of common stock. All of these shares are subject to the terms
of Rule 144 ("Rule 144") of the Securities Act of 1933, as amended (the "Act").
DIVIDEND POLICY
The Company has not declared or paid cash dividends or made
distributions in the past, and
-15-
<PAGE> 16
the Company does not anticipate that it will pay cash dividends or make
distributions in the foreseeable future. The Company currently intends to retain
and reinvest future earnings, if any, to finance its operations.
PUBLIC QUOTATION OF STOCK
The Company has not as of this date, but intends to request in the
immediate future a broker-dealer who has not been identified at this time, to
act as a market maker for the Company's securities. Thus far the Company has not
requested a market maker to submit the Company's Form 10-SB to the National
Association of Securities Dealers and to serve as a market maker for the
Company's Common Stock. The Company anticipates that other market makers may be
requested to participate at a later date. The Company will not use consultants
to obtain market makers. There have been no preliminary discussions between the
Company, or anyone acting on its behalf, and any market maker regarding the
future trading market for the Company. It is anticipated that the market maker
will be contacted prior to an acquisition or merger and only by management of
the Company.
ITEM 2. LEGAL PROCEEDINGS
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened. The Company is inactive from inception May 17, 2000 through the
date of this Form 10-SB.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Item 3 is not applicable to this Form 10-SB.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company has not had any sales of unregistered securities since
inception.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has signed an indemnification to the directors contains
provisions providing for the indemnification of directors and officers of the
Company as follows:
(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, of any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than 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 otherwise 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 such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the corporation, and, with respect
-16-
<PAGE> 17
to any criminal action or proceeding, has no reasonable cause to believe his
conduct is unlawful. The termination of any action, suit or proceeding, by
judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner 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 reasonable cause to believe the action was unlawful.
(b) The corporation shall 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 attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not, opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition or such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain
-17-
<PAGE> 18
insurance 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, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representative of such a person.
TRANSFER AGENT
The Company is serving as its own transfer agent until it becomes
eligible for quotation with NASD.
PART F/S
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements for the years ended has been
examined to the extent indicated in their reports by Michael Johnson & Company
LLC, independent certified accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and are included herein,
on Page F-1 hereof in response to Part F/S of this Form 10-SB.
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3(i).1 Articles of Incorporation filed May 17, 2000
3(ii).1 By-laws
3(iii) 1 Amendment to by-laws.
<PAGE> 19
3(iv) Corporate Charter
3(v) Certificate of Good Standing
27 Financial Data Schedule
Item 2. Description of Exhibits
See Item 1 above.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Urban Resorts International, Inc.
(Registrant)
Date: August 11, 2000 BY: /s/ M.S. WARDMAN
----------------------------------
Martin S. Wardman, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Date Signature Title
<S> <C> <C>
August 11, 2000 BY: /s/ M.S. WARDMAN Director, President,
-----------------
Martin S. Wardman
</TABLE>
<PAGE> 20
EXHIBIT INDEX
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT NAME
<S> <C>
3(i).1 Articles of Incorporation filed May 17, 2000
3(ii).1 By-laws
3(iii) 1 Amendment to by-laws.
</TABLE>
-18-
<PAGE> 21
<TABLE>
<CAPTION>
<S> <C>
3(iv) Corporate Charter
3(v) Certificate of Good Standing
27 Financial Data Schedule
</TABLE>
