U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB


<TABLE>
<S>   <C>     <C>
         (MARK ONE)

      |X|     Quarterly Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

                                  For the quarterly period ended SEPTEMBER 30, 2001

      |_|     Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

                                  For the transition period from _______ to _______.

                          Commission File No. 000-28321

                                 URBANA.CA, INC.
                   (Name of Small Business Issuer in Its Charter)

NEVADA                                                   88-0393257
------                                                   ----------
(State or Other Jurisdiction of Incorporation            (I.R.S. Employer Identification No.)
or Organization)
750 WEST PENDER STREET, SUITE 804                        V6C 2TB
---------------------------------                        -------
VANCOUVER, BRITISH COLUMBIA                              (Zip Code)
----------------------------
(Address of Principal Executive Offices)
                                          (604) 682-8445
                                          --------------
                     (Issuer's Telephone Number, Including Area Code)

</TABLE>

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months,  and (2) has
been subject to such filing requirements for the past 90 days.
Yes |X|  No | |

         There were 33,528,835 shares of Common Stock outstanding as of November
13, 2001.








<PAGE>
                                 URBANA.CA, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001

                                   (UNAUDITED)






CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS




                                       2

<PAGE>


<TABLE>
<CAPTION>
                                  URBANA.CA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                                                             September 30,      December 31,
                                                                                  2001              2000
-------------------------------------------------------------------------- ------------------ -----------------
<S>                                                         <C>              <C>                   <C>
                                                                             (Unaudited)
                                                            ASSETS
CURRENT ASSETS
   Cash                                                                      $                     $
                                                                                       7,333            17,260
   Funds held in trust                                                                     -           158,998
   Accounts receivable                                                                16,137             4,309
   Prepaid expenses and deposits                                                     116,947           204,974
   Deferred finance fees                                                              72,960            52,800
-------------------------------------------------------------------------- ------------------ -----------------

                                                                                     213,377           438,341

DEFERRED FINANCE FEES                                                                150,500            79,200
FURNITURE AND EQUIPMENT, net of depreciation of $84,539                               95,108           136,227
GOODWILL, net of amortization of $1,272,411 (Note 3)                               2,363,067         2,908,386
-------------------------------------------------------------------------- ------------------ -----------------


                                                                             $     2,822,052       $ 3,562,154
========================================================================== ================== =================

                                             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                  $      354,902        $   284,345
   Loans payable (Note 4)                                                         1,179,126          1,470,598
   Advances payable                                                                  66,511            166,511
-------------------------------------------------------------------------- ------------------ -----------------

                                                                                   1,600,539         1,921,454

DUE TO RELATED PARTIES                                                                25,545            40,164
CONVERTIBLE DEBENTURES (Note 5)                                                      453,050                 -
-------------------------------------------------------------------------- ------------------ -----------------

                                                                                   2,079,134         1,961,618
-------------------------------------------------------------------------- ------------------ -----------------

CONTINGENCIES (Notes 1 and 4)

STOCKHOLDERS' EQUITY
     Capital stock (Note 6)
          Authorized
             Common stock, $0.0001 par value, 80,000,000 shares
             Preferred stock, $0.001 par value, 10,000,000 shares

          Issued and outstanding
           19,316,623 (2000 - 12,888,293) shares of common stock                      19,316            12,888
   Additional paid-in capital                                                      2,643,805         1,585,833
   Special warrant proceeds                                                          886,405           886,405
     Exchangeable shares (Note 6)                                                  2,907,100         3,226,500
   Deficit accumulated during development stage                                  (5,679,122)       (4,072,418)
     Accumulated other comprehensive income (loss)                                  (34,586)          (38,672)
-------------------------------------------------------------------------- ------------------ -----------------

                                                                                     742,918         1,600,536
-------------------------------------------------------------------------- ------------------ -----------------


                                                                             $     2,822,052       $ 3,562,154
========================================================================== ================== =================

            The accompanying notes are an integral part of these interim consolidated financial statements
                                                         3

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                URBANA.CA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                                                                                February 23, 1993
                                                      Three Months Ended             Nine Months Ended           (inception) to
                                                        September 30,                  September 30,              September 30,
                                                      2001          2000           2001             2000              2001
------------------------------------------------- ------------- ------------- ---------------- --------------- --------------------
<S>                                                 <C>           <C>           <C>             <C>                  <C>

REVENUES
     License fees                                   $        -    $        -    $     100,000   $           -        $     100,000
     Service and other income                            2,011             -           20,341               -               20,341
------------------------------------------------- ------------- ------------- ---------------- --------------- --------------------

                                                         2,011             -          120,341               -              120,341
------------------------------------------------- ------------- ------------- ---------------- --------------- --------------------

 EXPENSES
   Consulting and management                           102,464       116,742          295,178         452,135            1,018,430
   Depreciation and amortization                       196,187       197,131          588,303         579,782            1,370,235
     Engineering costs                                       -             -                -               -              274,170
     Interest and finance costs                         36,527        18,533          107,483          63,169              214,472
   Office and general                                   51,175        37,984          190,834         325,988              928,746
   Professional fees                                    55,860        91,891          173,915         236,600              542,286
     Salaries and benefits                              24,518        74,908          118,258         239,710              485,769
     Technology contract fees                           53,490        63,973          219,160         412,068              663,033
     Write-off of interest in mineral property
           and joint venture                                 -             -                -               -              268,408
   Loss on disposal of Eagle shares (Note 6)            33,914             -           33,914               -               33,914
------------------------------------------------- ------------- ------------- ---------------- --------------- --------------------

                                                       554,135       601,162        1,727,045       2,309,452            5,799,463
------------------------------------------------- ------------- ------------- ---------------- --------------- --------------------

 NET LOSS FOR THE PERIOD                           $ (552,124)    $(601,162)    $ (1,606,704)   $ (2,309,452)        $ (5,679,122)
================================================= ============= ============= ================ =============== ====================




BASIC NET LOSS PER SHARE                           $    (0.03)    $   (0.05)    $      (0.11)   $       (0.20)
================================================= ============= ============= ================ ================

WEIGHTED AVERAGE
     COMMON SHARES OUTSTANDING                      18,060,756    11,588,293       14,664,691      11,532,074
================================================= ============= ============= ================ ================
</TABLE>












          The accompanying notes are an integral part of these interim
                       consolidated financial statements

                                       4

<PAGE>



<TABLE>
<CAPTION>
                                URBANA.CA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                                                                   February 23,
                                                                                    Nine Months Ended            1993 (inception)
                                                                                      September 30,              to September 30,
                                                                                  2001              2000               2001
-------------------------------------------------------------------------- ------------------ ----------------- -------------------
<S>                                                                            <C>               <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                      $ (1,606,704)     $ (2,309,452)      $  (5,679,122)

  Adjustments to reconcile net loss to net cash from operating activities:
  - depreciation and amortization                                                    588,303           579,782           1,370,235
   - accrued interest expense                                                         94,296           (4,024)             182,514
   - non-cash consulting and contract fees                                           201,400                 -             201,400
   - non-cash finance fees                                                            11,640                 -              11,640
   - organization costs                                                                    -                 -               (308)
   - loss on disposal of furniture and equipment                                           -                 -               3,620
   - loss on disposal of Eagle shares                                                 33,914                 -              33,914
   - write-off of interest in mineral property and joint venture                           -                 -             268,408
   - net changes in non-cash working capital                                        (29,444)           152,116             656,241
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

CASH USED IN OPERATING ACTIVITIES                                                  (706,595)       (1,581,578)         (2,951,458)
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of furniture and equipment                                               (1,864)         (162,572)           (175,860)
   Proceeds from sale of furniture and equipment                                           -                 -               1,972
   Acquisition of Subsidiaries, net of cash acquired                                       -          (75,602)            (75,602)
   Investment in graphite processing joint venture                                         -                 -            (37,463)
   Purchase of other assets                                                                -                 -             (4,500)
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

CASH USED IN INVESTING ACTIVITIES                                                    (1,865)         (238,174)           (291,453)
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                                          -               221                   -
   Advances to related parties                                                      (14,619)         (150,089)           (135,469)
   Loan advances (repayments)                                                        (7,218)         1,273,208           1,314,162
   Convertible debenture proceeds                                                    440,000                 -             440,000
   Deferred finance fees                                                            (64,800)                 -            (64,800)
   Special warrant proceeds including funds released from trust                      158,998           727,407             886,405
   Proceeds from sale of Eagle shares                                                182,086                 -             182,086
   Issuance of common stock                                                                -                 -             662,446
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                 694,447         1,850,747           3,284,830
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                4,086          (31,530)            (34,586)
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

INCREASE   (DECREASE) IN CASH                                                        (9,927)             (535)               7,333

CASH, BEGINNING OF PERIOD                                                             17,260               535                   -
-------------------------------------------------------------------------- ------------------ ----------------- -------------------

CASH, END OF PERIOD                                                            $       7,333     $           -      $        7,333
========================================================================== ================== ================= ===================


Non-cash activities: Refer to Notes 4, 6, 7 and 8.
            The accompanying notes are an integral part of these interim consolidated financial statements
                                                        5
</TABLE>
<PAGE>



                                 URBANA.CA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                               SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

The Company was  organized  on February  23, 1993 under the laws of the State of
Delaware  as PLR,  Inc.  On  October  3, 1997,  changed  its name to  Integrated
Carbonics  Corp.  and  on  October  30,  1997,   changed  its   jurisdiction  of
incorporation to Nevada.  Effective August 13, 1999 the Company changed its name
to Urbana.ca,  Inc. On April 15, 1999 a  wholly-owned  subsidiary  company,  ICC
Integrated  Carbonics (Canada) Corp. ("ICC"), was incorporated under the laws of
British Columbia to facilitate acquisitions in Canada and effective February 22,
2000 changed its name to U.R.B.A. Holdings Inc. ("URBA").

During January 2000 the Company acquired,  through URBA, 100% of the outstanding
shares of Urbana.ca Enterprises Corp. ("Urbana.ca  Enterprises"),  E-Bill Direct
Inc.  ("E-Bill"),  and  Enersphere.com,  Inc.  ("Enersphere"),  which are in the
business of  developing  and  marketing  internet-based  products  and  services
through the  licensing of LocalNet  portals and  distribution  of set top boxes.
Effective  March 10, 2000,  Urbana.ca  Enterprises,  Enersphere  and E-Bill were
amalgamated  under the statutory laws of the Province of Ontario,  Canada into a
new company named Urbana Enterprises Corp.

The consolidated financial statements have been prepared on the basis of a going
concern  which  contemplates  the  realization  of assets  and  satisfaction  of
liabilities in the normal course of business. The Company is a development stage
enterprise and is incurring substantial costs in connection with the development
of its  business.  At  September  30,  2001 the  Company  has a working  capital
deficiency  of  $1,387,162  and  has  accumulated   losses  since  inception  of
$5,679,122 raising  substantial doubt as to the Company's ability to continue as
a going concern. The Company's continued operations are dependent on its ability
to obtain additional financing,  settle its outstanding debts, and ultimately to
attain profitable operations.

During the first  three  quarters  of 2001,  the  Company  received  proceeds of
$375,200,  net of legal fees and  commissions of $64,800 through the issuance of
$440,000 of 5 year Convertible  Debentures  bearing interest at a rate of 5% per
year.  In addition,  the Company  arranged for an Equity  Credit Line enabling a
private institutional  investor to purchase up to $5,000,000 worth of its common
stock in stages.  The Equity Credit Line became available  October 10, 2001 upon
the Company completing and having declared effective a prospectus filing on Form
SB-2 and will  remain in effect for a period of 30 months.  Refer to Notes 7 and
8.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B. They do not include all  information  and  footnotes  required by generally
accepted  accounting  principles  for complete  financial  statements.  However,
except  as  disclosed  herein,  there  has  been  no  material  changes  in  the
information  disclosed  in the notes to the  financial  statements  for the year
ended  December 31, 2000 included in the Company's  Annual Report on Form 10-KSB
filed  with the  Securities  and  Exchange  Commission.  The  interim  unaudited
consolidated  financial  statements  should be read in  conjunction  with  those
financial  statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation,  consisting solely
of normal recurring adjustments,  have been made. Operating results for the nine
months ended  September 30, 2001 are not  necessarily  indicative of the results
that may be expected for the year ending December 31, 2001.


--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
These financial statements are expressed in US dollars and have been prepared in
accordance with accounting principles generally accepted in the United States.

                                       6


<PAGE>


URBANA.CA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
--------------------------------------------------------------------------------

PRINCIPLES OF CONSOLIDATION
The  financial   statements   include  the  accounts  of  the  Company  and  its
wholly-owned subsidiaries U.R.B.A. Holdings Inc. ("URBA") and Urbana Enterprises
Corp.  ("Urbana  Enterprises").   All  significant   intercompany  balances  and
transactions are eliminated on consolidation.

USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the Company's  financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

GOODWILL
The company records  goodwill at cost less accumulated  amortization  taken on a
straight-line  basis over five years.  Management  reviews the value of goodwill
regularly  and if an  impairment  has  occurred  a write down is  recorded.  The
Company is currently  assessing but has not yet  determined  how the adoption of
SFAS 141,  Business  Combinations  and SFAS 142,  Goodwill and Other  Intangible
Assets will affect its future financial position and results of operations.

FURNITURE AND EQUIPMENT
Capital  assets  are  recorded  at  cost.  Depreciation  is  provided  for  on a
straight-line basis over periods ranging from 24 to 60 months.

REVENUE RECOGNITION
The Company licenses its LocalNet portal technology under noncancellable license
agreements  and  recognizes  license  fee  revenue  at such  time  as a  license
agreement  is in  force,  the  technology  software  has  been  provided  to the
customer, the amount of the fee is determinable and collectibility is reasonably
assured.

FOREIGN CURRENCY TRANSLATION
The financial  statements are presented in United States dollars.  In accordance
with  Statement of Financial  Accounting  Standards  No. 52,  "Foreign  Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar  equivalents  using foreign  exchange  rates which
prevailed at the balance  sheet date.  Revenue and expenses  are  translated  at
average rates of exchange during the year. Related  translation  adjustments are
reported as a separate  component  of  stockholders'  equity,  whereas  gains or
losses resulting from foreign  currency  transactions are included in results of
operations.

STOCK-BASED COMPENSATION
The Company  accounts for  stock-based  compensation  using the intrinsic  value
based method in  accordance  with  Accounting  Principles  Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB No.25"). APB No. 25 requires that
compensation cost be recorded for the excess, if any, of the quoted market price
of the common stock over the exercise price at the date the options are granted.
In  addition,  as  required  by SFAS No. 123,  the  company  provides  pro-forma
disclosure of the impact of applying the fair value method of SFAS No. 123.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the  conclusions  reached  by the  Emerging  Issues  Task Force in Issue No.
96-18,  "Accounting  for  Equity  Instruments  That Are  Issued  to  Other  Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs  are  measured  at  the  estimated  fair  market  value  of  the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

                                       7
<PAGE>

URBANA.CA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
--------------------------------------------------------------------------------

NET LOSS PER COMMON SHARE
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period.  Dilutive  earnings per share reflects the potential
dilution of  securities  that could share in the  earnings of the  Company.  The
accompanying  presentation  is only of basic  loss per share as the  potentially
dilutive factors are anti-dilutive to basic loss per share.


FINANCIAL INSTRUMENTS
The fair values of the Company's current assets,  liabilities,  deferred finance
fees and  convertible  debentures are  considered to approximate  their carrying
values.

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

NOTE 3 - ACQUISITIONS

During January 2000, the Company's  wholly-owned  subsidiary URBA, acquired 100%
of the outstanding shares of Urbana.ca  Enterprises,  E-Bill and Enersphere.  In
consideration for these acquisitions,  URBA paid a total of $84,828 and issued a
total of  10,450,000  non-voting  exchangeable  shares  (Refer  to Note 6).  The
holders of these shares have been granted votes in the Company on a basis of one
vote for each exchangeable share of URBA held. A holder of an exchangeable share
may, at any time,  require  URBA to  repurchase  the  exchangeable  share for an
amount equal to the then current  market value of a common share of the Company.
URBA may satisfy the resulting  obligation  in cash or in Company  shares at its
option.  The exchangeable  shares are to be held in trust until such time as the
exchangeable shares are exchanged by their holders or all remaining exchangeable
shares are cancelled.

These business combinations have been accounted for using the purchase method of
accounting  resulting  in goodwill  upon  acquisition  which is  amortized  on a
straight-line basis over 60 months determined as follows:


<TABLE>
                                                                  Urbana.ca
                                                                 Enterprises       E-Bill       Enersphere        Total
                                                                -------------- --------------- -------------- --------------
<S>                                                               <C>             <C>           <C>            <C>
        Purchase price - cash                                     $     -         $     -       $  84,828      $     84,828
                       - value of common shares                       900,000         796,500      1,530,000      3,226,500
                                                                -------------- --------------- -------------- --------------

        Total purchase price                                          900,000         796,500      1,614,828      3,311,328
        Less: net tangible assets (liabilities)
                 acquired at fair value                             (193,102)        (16,145)      (114,903)      (324,150)
                                                                -------------- --------------- -------------- --------------

        Goodwill arising on acquisition                             1,093,102         812,645      1,729,731      3,635,478

        Less: amortization
           For the period ended December 31, 2000                   (218,616)       (162,528)      (345,948)      (727,092)
           For the nine months ended September 30, 2001             (163,962)       (121,896)      (259,461)      (545,319)
                                                                -------------- --------------- -------------- --------------

        Goodwill, September 30, 2001                              $   710,524     $   528,221   $  1,124,322   $  2,363,067
                                                                ============== =============== ============== ==============
</TABLE>

                                       8

<PAGE>

URBANA.CA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

NOTE 4 - LOANS PAYABLE
--------------------------------------------------------------------------------

The Company has outstanding  loans totalling  $808,662 plus accrued  interest of
$142,156 calculated at an annual rate of 8%. These loans were due and payable on
March 15,  2000.  In lieu of payment,  the Company has provided an option to the
lenders to convert the principal amount of the loan into units of the Company at
a price of $0.30 per unit.  Each unit will  consist of one  common  share of the
Company and one-half share purchase  warrant.  Each whole share purchase warrant
entitles the holder to purchase an  additional  common share of the Company at a
price of $5.00 per share.  This offer was to be made by way of a prospectus  and
Registration  Statement  to be filed  with the  applicable  Canadian  regulatory
authorities and Securities and Exchange Commission in the United States ("SEC").
The Company's  Registration  Statement filed with the SEC was declared effective
June 28,  2001,  however,  the  Company  was  unable to obtain  approval  of its
prospectus filed in Canada with the Ontario  Securities  Commission.  During the
period,  a total of $365,500 of loan  principal  was  converted  into  1,218,330
common  shares and 609,165  share  purchase  warrants.  The Company has received
demands and or requests for  repayment  from certain  other  lenders to whom the
Company owes  $262,561  plus  accrued  interest.  Certain of these  lenders have
commenced legal action.

During 2000, the Company received  additional loans totalling $217,218 which are
payable on demand and bear  interest  at rates from 8% to 10% per annum.  During
the period,  $7,218 plus accrued interest of $782 was repaid and as at September
30, 2001 loans totalling $210,000 are outstanding with total accrued interest on
these loans of $18,308.

NOTE 5 - CONVERTIBLE DEBENTURES
--------------------------------------------------------------------------------

The Company has entered  into a securities  purchase  agreement  with  investors
arranged through May Davis Group, Inc. ("MDG"),  as placement agent.  During the
period, under this agreement,  the Company sold to the investors $440,000 of the
Company's  5 %  convertible  debentures  due five  years  after  closing.  As at
September  30, 2001  accrued  interest on these  convertible  debentures  totals
$13,050.  The debentures are  convertible at the holder's  option into shares of
the Company's  common stock at any time after closing at the lesser of an amount
equal to a fixed  price of 120% of the  closing bid price at the time of closing
or an amount  equal to 80% of the five  lowest  closing  bid  prices  for the 20
trading days immediately  preceding the conversion date. In connection with sale
of the  convertible  debentures,  the Company paid legal fees and commissions of
$64,800 and issued  200,000  share  purchase  warrants  with a value of $38,300.
These costs have been  recorded as deferred  finance fees and will be recognized
over the term of the debentures or upon conversion.

Refer to Note 8.

NOTE 6 - CAPITAL STOCK
--------------------------------------------------------------------------------

During  the  period  the  Company   completed   the   following   Capital  Stock
transactions:

     The  Company  issued  1,030,000   restricted  shares  of  common  stock  on
     conversion of 1,030,000 exchangeable shares originally issued in connection
     with the acquisitions  described in Note 3. The shares of common stock have
     been recorded at the underlying  carrying value of the exchangeable  shares
     converted totalling $319,400.

     The  Company  issued  250,000  shares of common  stock with a fair value of
     $55,000 in prepayment of a one year media relations consulting agreement.

     The  Company  issued  150,000  shares of common  stock with a fair value of
     $33,000 in prepayment of a three month consulting agreement.

     The  Company  issued  150,000  shares of common  stock with a fair value of
     $33,000 in payment of a technology contract completed during the period.

                                       9
<PAGE>
URBANA.CA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

NOTE 6 - CAPITAL STOCK (CONT'D)
--------------------------------------------------------------------------------

     The  Company  issued  30,000  shares of common  stock  with a fair value of
     $4,200 in payment of a consulting agreement.

     The Company completed a Securities  Purchase  Agreement with Eagle Wireless
     International,  Inc. ("Eagle"),  a United States public company. Under this
     agreement,  the Company issued 3,600,000 shares of common stock to Eagle in
     return for 200,000  shares of the common stock of Eagle valued at $216,000.
     During  the  period  the  Company  sold the  200,000  Eagle  shares for net
     proceeds of $182,086 resulting in a loss of $33,914.

     The Company  issued  1,218,330  shares of common stock on the conversion of
     loans payable totalling $365,500 as described in Note 4.

     The Company has completed two filings on Form SB-2  effective  June 28, and
     October 10, 2001  registering  up to  57,828,913  shares of common stock of
     which 14,529,908 are for  predetermined  amounts relating to the conversion
     of  loans  and  special  warrants,  exercise  of  warrants  and for  shares
     previously  issued.  The  remaining  shares are  available  to be issued in
     connection with the Convertible Debentures and Equity Line of Credit.

STOCK-BASED COMPENSATION
In connection  with the  convertible  debentures  issued as described in Note 5,
effective February 12, 2001, the Company issued to MDG additional commissions by
way of 100,000 warrants to purchase 100,000 shares of the Company's common stock
at an exercise  price of $0.27 per share.  In  addition,  during July 2001,  the
Company  issued  100,000  additional  warrants to certain  associates  of MDG to
purchase  100,000 shares of the Company's  common stock at a price of $0.143 per
share.  The warrants are  exercisable  in whole or in part to December 27, 2005.
The fair value of these 200,000 warrants has been recorded as a financing fee of
$38,300.

The Company has accounted for these share purchase  warrants  issued in exchange
for  financing  services in  accordance  with SFAS No. 123 by applying  the fair
value method using the  Black-Scholes  option  pricing model assuming a dividend
yield of 0%, a risk-free interest rate of 5%, an expected life of five years and
expected volatilities of 193 and 202%.

Refer to Note 8.

NOTE 7 - FINANCING ARRANGEMENTS
--------------------------------------------------------------------------------

EQUITY LINE OF CREDIT
During December 2000 the Company entered into an equity line of credit agreement
with GMF Holdings, Inc., arranged through MDG, as placement agent. In connection
with this  December  2000  equity  line of credit,  the  Company  issued to MDG,
600,000  shares at a price of $0.22 per share as additional  compensation.  This
compensation of $132,000 is recorded as deferred finance fees and will be setoff
on a pro-rata basis against the gross  proceeds of each advance.  This agreement
was subsequently cancelled and replaced with a new agreement dated July 24, 2001
with Cornell Capital Partners L.P. ("Cornell").

The new equity  credit  line became  available  on October 10, 2001 when the SEC
declared the Company's Registration Statement on Form SB-2 effective. The equity
line of  credit  agreement  will  remain  in  effect  for a period  of 30 months
subsequent  to the  effective  date.  Subject to the  conditions  set out in the
agreement,  the  Company  may  issue  and sell to  Cornell,  and  Cornell  shall
purchase,  common  shares of the  Company up to a total  purchase  price of five
million  ($5,000,000)  dollars.  Following  an advance  notice by the Company to
Cornell for funds,  the price of the shares to be sold is  calculated  as 91% of
the market price,  being the lowest closing bid price of the common stock during
the 5 trading day period beginning on the advance notice date.  Unless waived by
Cornell,  the maximum advance amount is equal to 75% of the average daily volume
of the  Company's  common  stock  multiplied  by the  purchase  price during the
particular  pricing period. On each closing, a consultant,  Yorkville  Advisors,
LLC, will be paid a 10% commission on each advance (refer to Note 8).

                                       10


<PAGE>
URBANA.CA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

The Company issued  12,214,212  shares of common stock on conversion of $114,000
of its convertible debentures described in Note 5.

The Company  issued  1,998,000  shares of common  stock in  connection  with the
Equity  Line of Credit  described  in Note 7 for  proceeds  of  $13,000,  net of
commissions and other costs totalling $ 7,000.

















                                      11




<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         THE  FOLLOWING  INFORMATION  SHOULD  BE READ IN  CONJUNCTION  WITH  THE
CONSOLIDATED  FINANCIAL  STATEMENTS OF URBANA.CA AND THE NOTES THERETO APPEARING
ELSEWHERE  IN THIS  FILING.  STATEMENTS  IN  THIS  MANAGEMENT'S  DISCUSSION  AND
Analysis  OR  PLAN OF  OPERATION  AND  ELSEWHERE  IN THIS  FILING  THAT  ARE NOT
STATEMENTS   OF   HISTORICAL   OR  CURRENT  FACT   CONSTITUTE   "FORWARD-LOOKING
STATEMENTS."

RESULTS OF OPERATIONS

         During January 2000,  Urbana.ca,  through its wholly owned  subsidiary,
U.R.B.A. Holdings Inc. ("URBA"), acquired all of the outstanding shares of three
Canadian  companies  which  are in the  business  of  developing  and  marketing
Internet-based  products and services  through the licensing of LocalNet portals
and  distribution  of set-top  boxes.  The  companies  acquired  were  Urbana.ca
Enterprises  Corp.,  E-Bill Direct Inc., and  Enersphere.com,  Inc. On March 10,
2000, these companies were amalgamated  under the statutory laws of the province
of Ontario, Canada to form Urbana.ca Enterprises Corp.

         For the nine-month period ended September 30, 2001, Urbana.ca had a net
loss of  $1,606,704  or $0.11 per share.  This loss  compares with a net loss of
$2,309,452  or $0.20 per share for the  corresponding  period in the prior year.
During the  nine-month  period ended  September  30, 2001,  revenue was $120,341
earned  from  entering  into a  System  Access  Agreement  with  Eagle  Wireless
International,  Inc.,  and from service and other income.  During the nine month
period ended  September 30, 2001,  expenses  totaled  $1,727,045  consisting of:
consulting  and  management  of  $295,178,   depreciation  and  amortization  of
$588,303,  interest  and  finance  costs of  $107,483,  office  and  general  of
$190,834,  professional fees of $173,915,  salaries and benefits of $118,258 and
technology contract fees of $219,160.

URBANA.CA ENTERPRISES CORP.

         Urbana.ca  Enterprises Corp. was incorporated  November 18, 1998 in the
province of British Columbia,  Canada. Urbana.ca.  Enterprises Corp. was engaged
in the  distribution of Linux based set-top boxes used as an alternative  method
of delivering Internet content.

         In  consideration  of the  acquisition,  our  wholly-owned  subsidiary,
U.R.BA.  Holdings,  Inc., issued 3,000,000  non-voting  exchangeable shares. The
holders of these shares have been  granted  votes in Urbana.ca on a basis of one
vote for each exchangeable share of URBA held. The holder of these shares at any
time may require URBA to repurchase  the shares at the then current market value
of the common shares. At its option, URBA may satisfy this obligation in cash or
in Urbana.ca shares.  Any exchangeable  share not exchanged within 25 years will
be cancelled.

         The terms of the  acquisition  agreement  required  Urbana.ca  to issue
3,000,000  common  shares to ensure URBA has  sufficient  shares of Urbana.ca to
satisfy its  repurchase  obligations.  The common  shares are held under a trust
agreement until such time as the exchangeable shares are exchanged or cancelled.
In  connection  with the  acquisition,  Urbana.ca  signed  five-year  management
contracts with the two principals.  Urbana.ca agreed to grant a total of 400,000
stock options to these individuals. On September 13, 2000, a former principal of
Urbana.ca  Enterprises  Corp.  resigned as a director and CEO of Urbana.ca  thus
forfeiting  further  management  compensation  and the  right to  200,000  stock
options.  On October 20, 2000, the other former principal resigned as a director
of Urbana.ca  Enterprises Corp. thus forfeiting further management  compensation
pursuant  to this  acquisition  agreement.  The  business  combination  has been
accounted for using the purchase  method of  accounting.  The  3,000,000  shares
issued on  acquisition  have been valued at $0.30 per share for a purchase price
of  $900,000.  Goodwill  arising on this  acquisition  is being  amortized  on a
straight-line basis over 5 years.

E-BILL DIRECT INC.

         E-Bill  Direct Inc.  was  incorporated  May 27, 1999 in the province of
Ontario,  Canada.  E-Bill  Direct Inc. is engaged in designing,  developing  and
providing electronic presentment and payment services to the business community.

                                       12
<PAGE>

         In consideration of the acquisition,  URBA issued 2,950,000  non-voting
exchangeable  shares.  The holders of these  shares have been  granted  votes in
Urbana.ca on a basis of one vote for each  exchangeable  share of URBA held. The
holder of these shares at any time may require URBA to repurchase  the shares at
the then current  market  value of the common  shares.  At its option,  URBA may
satisfy this obligation in cash or in Urbana.ca shares.  Any exchangeable  share
not exchanged within 25 years will be cancelled.

         The terms of the  acquisition  agreement  required  Urbana.ca  to issue
2,950,000  common  shares to ensure URBA has  sufficient  shares of Urbana.ca to
satisfy its  repurchase  obligations.  The common  shares are held under a trust
agreement until such time as the exchangeable shares are exchanged or cancelled.
In connection  with the  acquisition,  Urbana.ca  signed  three-year  management
contracts with the two principals.  Urbana.ca agreed to grant a total of 200,000
stock options to these individuals.

         The  business  combination  has been  accounted  for using the purchase
method of  accounting.  The  2,950,000  shares issued on  acquisition  have been
valued at $0.27 per share for a purchase price of $796,500.  Goodwill arising on
this acquisition is being amortized on a straight-line basis over 5 years.

ENERSPHERE.COM, INC.

         Enersphere.com,  Inc.  was  incorporated  September  28,  1999  in  the
province of Ontario,  Canada.  Enersphere.com,  Inc. is a content  company  that
utilizes  set-top  boxes as its medium to deliver  Internet  and  intranet-based
services to customers.

         In consideration of the acquisition,  URBA paid $84,828 cash and issued
4,500,000 non-voting  exchangeable shares. The holders of these shares have been
granted votes in Urbana.ca on a basis of one vote for each exchangeable share of
URBA held. The holder of these shares at any time may require URBA to repurchase
the shares at the then current market value of the common shares. At its option,
URBA  may  satisfy  this  obligation  in  cash  or  in  Urbana.ca  shares.   Any
exchangeable share not exchanged within 25 years is to be cancelled.

         The terms of the  acquisition  agreement  required  Urbana.ca  to issue
4,500,000  common  shares to ensure URBA has  sufficient  shares of Urbana.ca to
satisfy its  repurchase  obligations.  The common  shares are held under a trust
agreement until such time as the exchangeable shares are exchanged or cancelled.
In  connection  with  the  acquisition,  Urbana.ca  signed  two-year  management
contracts with the two principals.  Urbana.ca agreed to grant a total of 200,000
stock  options to these  individuals.  On December 15,  2000,  one of the former
principals  of  Enersphere.com,   Inc.  resigned  as  an  officer  of  Urbana.ca
Enterprises Corp. thus forfeiting further management  compensation and the right
to 100,000 stock options.

         The  business  combination  has been  accounted  for using the purchase
method of accounting.  The 4,500,000  shares issued on these  acquisitions  have
been valued at $0.34 per share for a purchase price of $1,614,828, including the
cash  payment.  Goodwill  arising on this  acquisition  is being  amortized on a
straight-line basis over 5 years.

SUMMARY

         These business  combinations have been accounted for using the purchase
method of accounting.  Goodwill arising on these acquisitions totaled $3,635,478
and is being amortized on a straight-line basis over 60 months.  During the nine
month period ended September 30, 2001 amortization was $545,319.  Goodwill,  net
of amortization, was $2,363,067 at September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         GENERAL STATEMENT

         Urbana.ca  is  a  development  stage  enterprise.  Urbana.ca  has  only
recently  generated  revenue and is  continuing  to incur  substantial  costs in
connection with pursuing the development of its business.  Urbana.ca's continued
existence is dependent on its ability to obtain sufficient financing to meet its
financial needs and ultimately to attain profitable operations. Funding, if any,
is expected to come from the sale of  securities.  Other than the Equity Line of
Credit  with  Cornell  Capital  Partners  L.P.   Urbana.ca  does  not  have  any
commitments  for financing and no assurances can be given that Urbana.ca will be
successful  in  raising   sufficient   financing  to  continue  its  operations.
Urbana.ca's primary  need for capital is  to fund its  operations and to satisfy



                                       13
<PAGE>


$1.2 million of outstanding  loans.  Urbana.ca does not have sufficient funds to
satisfy these  obligations.  To meet these  obligations,  Urbana.ca will need to
sell securities.  Other than the Equity Line of Credit,  Urbana.ca does not have
any  commitments  for  funding.  No  assurances  can be given  that the  funding
available under the Equity Line of Credit will be sufficient to meet Urbana.ca's
funding needs.

         At September 30, 2001,  Urbana.ca had a working  capital  deficiency of
$1,387,162,  inclusive  of  loans  payable,  and has  accumulated  losses  since
inception of $5,679,122.  Urbana.ca  primarily continues to secure its financing
requirements by way of equity and debt  financing.  During the nine month period
ended  September 30, 2001,  Urbana.ca  earned  $120,341  revenue from an initial
licensing fee and from service and other income.

         ISSUANCE OF SHARES

         During  the nine month  period  ended  September  30,  2001,  Urbana.ca
completed the following capital stock transactions:

         In September 2001, Urbana.ca issued 1,218,330 shares of common stock on
conversion of debentures with an outstanding principal balance of $365,500.

         In July 2001, Urbana.ca entered into an Equity Line of Credit Agreement
with Cornell Capital  Partners,  L.P.  Pursuant to the Equity Line of Credit, we
may, at our discretion,  periodically sell to Cornell shares of common stock for
a total  purchase  price of up to $5.0  million.  For each share of common stock
purchased  under the Equity  Line of Credit,  the  Investor  will pay 91% of the
lowest  closing  bid  price  on the  Over-the-Counter  Bulletin  Board  or other
principal  market  on which  our  common  stock  is  traded  for the  five  days
immediately  following  the notice  date.  In  October  2001,  Urbana.ca  issued
1,998,000  shares of common  stock  under the  Equity  Line of Credit  for gross
proceeds of $20,000.  Urbana.ca  paid  $7,000 in costs in  connection  with this
transaction.

         In July  2001,  Urbana.ca  issued  880,000  shares of  common  stock on
conversion of 880,000  exchangeable  shares originally issued in connection with
the acquisitions of Urbana.ca Enterprises Corp., Enersphere.com, Inc. and E-Bill
Direct Inc.  The shares of common  stock have been  recorded  at the  underlying
carrying value of the exchangeable shares converted totaling $268,400.

         In June  2001,  Urbana.ca  issued  150,000  shares of  common  stock on
conversion of 150,000  exchangeable  shares originally issued in connection with
the acquisitions of Urbana.ca Enterprises Corp., Enersphere.com, Inc. and E-Bill
Direct  Inc..  The shares of common stock have been  recorded at the  underlying
carrying value of the exchangeable shares converted totaling $51,000.

         Also  in  June  2001,  Urbana.ca  entered  into a  Securities  Purchase
Agreement with Eagle Wireless  International,  Inc.  pursuant to which Urbana.ca
issued  3,600,000  shares of its common stock to Eagle  Wireless in exchange for
200,000  shares of Eagle  Wireless'  common  stock.  The shares of common  stock
issued by  Urbana.ca  were  valued at $0.06 per share or $216,000 on the date of
issuance.

         Between  April 1,  2001 and June 30,  2001,  Urbana.ca  issued  250,000
shares of common  stock with a fair market value of $55,000 in  prepayment  of a
one year media  relations  consulting  agreement.  Urbana.ca also issued 150,000
shares of common  stock with a fair market value of $33,000 in  prepayment  of a
three month  consulting  agreement.  Urbana.ca  issued another 150,000 shares of
common  stock with a fair  market  value of  $33,000 in payment of a  technology
contract completed during the period. Finally, Urbana.ca issued 30,000 shares of
common  stock with a fair  market  value of $4,200 in  payment  of a  consulting
agreement.

         Between  February  and  August  2001,  Urbana.ca  closed  on a  private
placement funding with investors  represented by May Davis Group, Inc. through a
securities  purchase  agreement  dated December 27, 2000.  The funding,  for the
purpose of  providing  working  capital  for  Urbana.ca,  consists of a $440,000
principal amount, 5% coupon convertible  debentures due in 2005. As of September
30,  2001,  accrued  interest  totaled  $13,050.  This  funding  was placed with
accredited  investors.  These  debentures are  convertible  into common stock of
Urbana.ca at either 120% of the closing bid price on the closing date, or 80% of
the five lowest  closing bid prices of the common  stock for the twenty  trading
days  immediately  preceding  the  conversion  date.  The  investors  can  begin




                                       14
<PAGE>

converting  the  debentures  any time  beginning  on the day  after  the date of
issuance.  In October 2001, Urbana.ca  issued 12,214,212 shares  of common stock
upon conversion of $114,000 of convertible debentures.   These  debentures  were
converted upon the terms described above.

         In connection with this offering, effective February 12, 2001 Urbana.ca
issued to May Davis,  an  accredited  investor,  pursuant to a placement  agency
agreement,  a warrant  covering the purchase of 100,000  shares of common stock,
exercisable  in whole or in part at $0.27 per share  beginning  on the day after
the date of issuance  until  December 27, 2005. In July 2001,  Urbana.ca  issued
warrants  to purchase  100,000  shares of common  stock at an exercise  price of
$0.143 per share to Owen May, Mark Angelo,  Joe Donohue,  Hunter Singer,  Robert
Farrell, Matt Beckman and John Paul Devito.

         LOANS PAYABLE

         At September 30, 2001,  Urbana.ca had outstanding  convertible loans of
$808,662 plus accrued interest of $142,156 (total of $950,818). These loans bear
interest  at an annual  rate of 8% and were due and  payable on March 15,  2000.
Urbana.ca  did not repay these loans and as a result has offered the lenders the
right to convert the  principal  into units of Urbana.ca at a price of $0.57 per
unit (during the quarter  ended March 31,  2001,  it was amended by Urbana.ca to
$0.30 per  unit).  Each unit is  comprised  of one  restricted  common  share of
Urbana.ca and one-half share purchase warrant. Each whole share purchase warrant
is  exercisable  upon  issuance  of $5.00 per  common  share for a period of two
years. A total of $110,000 of the loans, plus accrued interest, has been repaid.
Urbana.ca  has  received  demands for  repayment  from  certain  lenders to whom
Urbana.ca owes $262,561,  plus accrued  interest.  Lenders  holding  outstanding
convertible  loans of $37,561 have commenced legal action against us. See "Legal
Proceedings."

         The  offer  to the  lenders  by  Urbana.ca  was to be  made by way of a
prospectus and Registration  Statement to be filed with the applicable  Canadian
regulatory  authorities and the Securities and Exchange Commission in the United
States  ("SEC").  Urbana.ca's  Registration  Statement  filed  with  the SEC was
declared  effective  June 28,  2001,  however,  Urbana.ca  was  unable to obtain
approval  of  its  prospectus  filed  in  Canada  with  the  Ontario  Securities
Commission.

         During the fiscal year ended  December  31,  2000,  Urbana.ca  received
additional  loans  totaling  $217,218,  which are  payable  on  demand  and bear
interest at rates from 8% to 10% per annum.  During the nine month  period ended
September  30, 2001,  $7,218 of these loans,  plus  accrued  interest,  has been
repaid. At September 30, 2001,  Urbana.ca had outstanding loans of $210,000 plus
accrued interest of $18,308 (total of $228,308).

FINANCING ARRANGEMENTS

         SPECIAL WARRANTS

         During the year ended December 31, 2000,  Urbana.ca completed a special
warrant  offering for 847,989 special  warrants at $1.25 per special warrant for
proceeds, net of offering costs, of $886,405.  During the six-month period ended
June 30, 2001, the funds held in trust  ($158,998) were released to Urbana.ca in
accordance  with the terms of the trust under which they were held. Each special
warrant is convertible into one common share and one-half share purchase warrant
exercisable  for a period  of two  years at a price of  $5.00  per  whole  share
purchase  warrant.   Groome   Capital.com,   Inc.,  the  broker/dealer  on  this
transaction,  has been  granted  non-assignable  warrants  to  acquire,  without
payment of additional  consideration,  1 year compensation options providing the
right to  purchase,  at $0.30  per unit,  a number of units  equal to 10% of the
special warrants sold under this offering.

         In  March,  2001,  the  board of  directors  of  Urbana.ca  approved  a
reduction in the per unit conversion  price of the share purchase  warrants from
$5.00 to $0.30 per whole share purchase warrant.

         EQUITY LINE OF CREDIT

         On December 27, 2000,  Urbana.ca  entered into an equity line of credit
agreement,  arranged  through  May  Davis  Group,  Inc.,  as  broker/dealer  and
placement agent.  This agreement was subsequently  cancelled and replaced with a
new agreement dated July 24, 2001. The agreement has a 30-month  term commencing



                                       15
<PAGE>

on  October  10,  2001.  Subject  to the  conditions  set out in the  agreement,
Urbana.ca  may issue and sell to Cornell,  and Cornell  shall  purchase,  common
shares of Urbana.ca up to a total purchase price of $5.0 million. On October 10,
2001,  the  SEC  declared  Urbana.ca's   Registration  Statement  on  Form  SB-2
effective.  This Registration Statement related to the sale of 48,899,005 shares
of common stock,  including shares to be issued under the Equity Line of Credit.
For each  share of common  stock  purchased  under the  equity  line of  credit,
Cornell  will pay 91% of the lowest  closing  bid price on the  over-the-counter
bulletin board or other principal market on which our common stock is traded for
the 5 days immediately  following the notice date. Unless waived by Cornell, the
maximum  advance  amount is equal to 75% of the average daily volume of Urbana's
common stock  multiplied  by the purchase  price during the  particular  pricing
period. On each closing, a consultant,  Yorkville Advisors,  LLC, will be paid a
10%  commission on each advance.  In October 2001,  Urbana.ca  issued  1,998,000
shares to Cornell Capital Partners under the Equity Line of Credit.

         In  connection  with the  December  27,  2000  equity  line  agreement,
Urbana.ca issued to May Davis Group,  Inc., the placement agent,  600,000 shares
at a price of $0.22 per share as additional  compensation.  This compensation of
$132,000 is recorded as  deferred  finance  fees and will be setoff  against the
gross proceeds of each advance.

         CONVERTIBLE DEBENTURES

         On December 27,  2000,  Urbana.ca,  entered into a securities  purchase
agreement  with   investors   arranged   through  May  Davis  Group,   Inc.,  as
broker/dealer and placement agent.  Under this agreement,  Urbana.ca sold to the
investors $440,000 of Urbana.ca's 5% convertible debentures due five years after
closing.  The debentures are convertible at the option of the holder into shares
of Urbana.ca's common stock at any time after closing at the lesser of an amount
equal to a fixed  price of 120% of the  closing bid price at the time of closing
per share or an amount  equal to 80% of the five  lowest  closing bid prices for
the 20 trading days immediately preceding the conversion date.

         During the nine-month  period ended September 30, 2001,  Urbana.ca sold
$440,000  of 5%  convertible  debentures  that  mature 5 years  from the date of
issuance. At September 30, 2001 accrued interest was $13,050. In connection with
the sale of the convertible  debentures,  Urbana.ca paid May Davis Group, Inc. a
commission and legal fees for a total of $64,800.  Urbana.ca issued to May Davis
Group,  Inc.  additional  compensation  by way of warrants  to purchase  100,000
shares of Urbana.ca's  common stock at an exercise price of $0.27 per share.  In
addition,  Urbana.ca  issued  warrants to purchase a total of 100,000  shares of
common  stock to Owen May,  Mark  Angelo,  Joe Donohue,  Hunter  Singer,  Robert
Farrell,  Matt Beckman and John Paul Devito.  The  warrants are  exercisable  in
whole or in part to December 27, 2005. The fair value of these 200,000  warrants
has been recorded as a deferred  financing  fee of $38,300.  The total costs are
recognized over the 60-month term of the debenture or upon conversion.

         In October 2001,  Urbana.ca  issued  12,214,212  shares of common stock
upon the conversion of $114,000 of convertible debentures.

STRATEGIC ALLIANCE AGREEMENT

         In July, 2001, Urbana.ca entered into a strategic partnership agreement
with Eagle to provide  non-exclusive  joint marketing and installation  services
for set-top boxes. The agreement also provides for lease financing through Eagle
Wireless  International under certain conditions and acceptable credit terms and
for the sharing of recurring revenues between the two companies.

SYSTEM ACCESS AGREEMENT

         In  March,  2001,  Urbana.ca  entered  into  a  10-year  System  Access
Agreement with Eagle Wireless International Inc. to provide a "turnkey" LocalNet
site  in  Houston,  Texas,  provide  technical  support  to  upload  advertising
information  as it becomes  available  from local  community  organizations  and
facilitate the use of Eagle set-top boxes.  Eagle paid a non-refundable  initial
license fee of $100,000.



                                       16
<PAGE>

STATION PROJECT

         In April,  2001,  Urbana.ca  announced  that set-top boxes and LocalNet
portal software will be supplied to Greater Sudbury  Telecommunications Inc. for
Phase I of an $11 million utility broadband project located in Sudbury, Ontario,
Canada. Urbana.ca is currently negotiating the portion of Phase 1 to be provided
by Urbana.ca. The Utility project is awaiting approval of government funding.

LOCALNET PORTAL

         In June, 2001,  Urbana.ca announced that a LocalNet Portal was launched
in Cambridge,  Ontario, Canada. Urbana.ca will retain all revenues from the sale
of local and national advertising.

VIDEO-ON-DEMAND

         In June, 2001,  Urbana.ca  announced that a strategic alliance has been
entered into with Callisto Media Systems Inc., Hull,  Quebec,  Canada to provide
video streaming through  Urbana.ca's set-top boxes. Video streaming will add new
and exciting content to Urbana.ca's set-top boxes.

SERVICE AGREEMENT

         In August,  2001, Urbana.ca announced that a service agreement had been
entered into with the Alcohol and Drug Recovery Association ("ADRAO") of Ontario
to bring ADRAO's health promotion and prevention program to the World Wide Web.






                                       17
<PAGE>



                           FORWARD-LOOKING STATEMENTS

         Information  included or  incorporated  by reference in this filing may
contain  forward-looking  statements.  This  information  may involve  known and
unknown  risks,  uncertainties  and other  factors  which  may cause our  actual
results,  performance or achievements to be materially different from the future
results, performance or achievements expressed or implied by any forward-looking
statements.  Forward-looking statements,  which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the  words  "may,"  "will,"  "should,"  "expect,"  "anticipate,"  "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations on these words or comparable terminology.

         This filing contains forward-looking  statements,  including statements
regarding,  among other things, (a) our projected sales and  profitability,  (b)
our growth strategies,  (c) anticipated  trends in our industry,  (d) our future
financing  plans  and (e) our  anticipated  needs  for  working  capital.  These
statements may be found under  "Management's  Discussion and Analysis or Plan of
Operations" and "Business," as well as in this filing  generally.  Actual events
or  results  may  differ  materially  from those  discussed  in  forward-looking
statements as a result of various factors,  including,  without limitation,  the
risks outlined under "Risk Factors" and matters  described in the Company's Form
10-KSB.  In light of these risks and  uncertainties,  there can be no  assurance
that the forward-looking statements contained in this filing will in fact occur.





                                       18
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Other than as set forth below, Urbana.ca is not a party to any material
pending legal  proceedings and, to the best of its knowledge,  no such action by
or against Urbana.ca has been threatened.

         On July 31, 2001, Allan Drewlo,  Steve Copp, Matt Johnstone,  and Steve
Shuchat  ("Plaintiffs")  filed a complaint in the  Superior  Court of Justice in
London,  Ontario,  Canada for alleged breach of a loan agreement between each of
the Plaintiffs and Urbana.ca  (ALLAN DREWLO,  STEVE COPP,  MATT  JOHNSTONE,  AND
STEVE SHUCHAT V. URBANA.CA,  Inc., Court File No. 37435).  Plaintiffs claim that
they are owed a total of $37,561,  plus interest,  by Urbana.ca.  Urbana.ca will
contest this matter vigorously; management cannot take any position at this time
as to the likely outcome of the matter.

         Other holders of outstanding  loans have  threatened to bring a lawsuit
for the repayment of loans with a principal balance of $225,000, plus interest.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         During the quarter ended  September 30, 2001, the  Registrant  made the
following issuances of unregistered securities:

         In October 2001,  Urbana.ca issued 12,214,212 shares of common stock to
the holders of $114,000 of convertible  debentures,  or an average of $0.009 per
share.

         In September 2001, Urbana.ca issued 1,218,330 shares of common stock on
conversion of debentures with an outstanding principal balance of $365,500.

         In July 2001,  Urbana.ca  entered  into an Equity  Line of Credit  with
Cornell Capital Partners, L.P. Pursuant to the Equity Line of Credit, we may, at
our discretion,  periodically  sell to the Investor shares of common stock for a
total  purchase  price of up to $5.0  million.  For each  share of common  stock
purchased  under the Equity  Line of Credit,  the  Investor  will pay 91% of the
lowest  closing  bid  price  on the  Over-the-Counter  Bulletin  Board  or other
principal  market  on which  our  common  stock  is  traded  for the  five  days
immediately  following  the notice  date.  In  October  2001,  Urbana.ca  issued
1,998,000  shares of common  stock for gross  proceeds of $20,000,  less fees of
$7,000, under the Equity Line of Credit.

         In July  2001,  Urbana.ca  issued  880,000  shares of  common  stock on
conversion of 880,000  exchangeable  shares originally issued in connection with
the acquisitions of Urbana.ca Enterprises Corp., Enersphere.com, Inc. and E-Bill
Direct Inc.  The shares of common  stock have been  recorded  at the  underlying
carrying value of the exchangeable shares converted totaling $268,400.

         In June  2001,  Urbana.ca  issued  150,000  shares of  common  stock on
conversion of 150,000  exchangeable  shares originally issued in connection with
the acquisitions of Urbana.ca Enterprises Corp., Enersphere.com, Inc. and E-Bill
Direct  Inc..  The shares of common stock have been  recorded at the  underlying
carrying value of the exchangeable shares converted totaling $51,000.

         Also  in  June  2001,  Urbana.ca  entered  into a  Securities  Purchase
Agreement with Eagle Wireless  International,  Inc.  pursuant to which Urbana.ca
issued  3,600,000  shares of its common stock to Eagle  Wireless in exchange for
200,000  shares of Eagle  Wireless'  common  stock.  The shares of common  stock
issued by  Urbana.ca  were  valued at $0.06 per share or $216,000 on the date of
issuance.

         Between  April 1,  2001 and July 30,  2001,  Urbana.ca  issued  250,000
shares of common  stock with a fair market value of $55,000 in  prepayment  of a
one year media  relations  consulting  agreement.  Urbana.ca also issued 150,000
shares of common  stock with a fair market value of $33,000 in  prepayment  of a
three month  consulting  agreement.  Urbana.ca  issued another 150,000 shares of




                                       19
<PAGE>

common  stock with a fair  market  value of  $33,000 in payment of a  technology
contract completed during the period. Finally, Urbana.ca issued 30,000 shares of
common  stock  with a fair  market  value of  $4,200  in  partial  payment  of a
consulting agreement.

         Between  February  and  August  2001,  Urbana.ca  closed  on a  private
placement funding with investors  represented by May Davis Group, Inc. through a
securities  purchase  agreement  dated December 27, 2000.  The funding,  for the
purpose of  providing  working  capital for  Urbana.ca,  consisted of a $440,000
principal amount, 5% coupon convertible debentures due in 2005. This funding was
placed with accredited  investors.  These debentures are convertible into common
stock of Urbana.ca at either 120% of the closing bid price on the closing  date,
or 80% of the five lowest  closing bid prices of the common stock for the twenty
trading days immediately  preceding the conversion date. The investors can begin
converting  the  debenture  any  time  beginning  on the day  after  the date of
issuance.

         The  offerings  made  during  2001 were  undertaken  under  Rule 506 of
Regulation D by the fact that:

         o        the sales were made to accredited investors as defined in Rule
                  502;

         o        Urbana.ca gave each purchaser the opportunity to ask questions
                  and receive answers concerning the terms and conditions of the
                  offering  and  to  obtain  any  additional  information  which
                  Urbana.ca  possessed  or could  acquire  without  unreasonable
                  effort or expense  that is necessary to verify the accuracy of
                  information furnished;

         o        at  a  reasonable  time  prior  to  the  sale  of  securities,
                  Urbana.ca  advised the purchasers of the limitations on resale
                  in the manner  contained  in  paragraph  Rule  502(d)2 of this
                  section;

         o        neither Urbana.ca nor any person acting on its behalf sold the
                  securities  by any form of  general  solicitation  or  general
                  advertising; and

         Urbana.ca  exercised  reasonable  care to assure that the purchasers of
the securities are not  underwriters  within the meaning of section 2(11) of the
Act in compliance with Rule 502(d).

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         See Item 2. Legal  Proceedings  for a description of legal  proceedings
allegedly  involving  the  breach  of a loan  agreement,  as well as  threatened
litigation regarding similar allegations.


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

         None.

ITEM 5.  OTHER INFORMATION.

         None






                                       20
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)   EXHIBITS.

--------------------------------------------------------------------------------
                               EXHIBIT INDEX
--------------------------------------------------------------------------------

NUMBER       EXHIBIT DESCRIPTION
--------------------------------------------------------------------------------

2.1          Articles of Merger and Merger Agreement of Foreign Corporation into
             Integrated Carbonics Corp., dated October 31, 1997 (incorporated by
             reference  to  Exhibit  2 to the  Registration  Statement  on  Form
             10-SB/A filed on December 17, 1998).

2.2          Amalgamation   Agreement  between  Urbana.ca   Enterprises   Corp.,
             Enersphere.com,  Inc., and E-Bill Direct Inc.,  dated March 3, 2000
             (incorporated  by reference to Exhibit 2.2 of the Form 10-QSB filed
             on May 17, 2000).

3.1          Articles of Incorporation,  dated October 9, 1997  (incorporated by
             reference  to Exhibit  3.1 of the  Registration  Statement  on Form
             10-SB/A filed on December 17, 1998).

3.2          Certificate of Amendment of Articles of  Incorporation,  dated June
             7, 1999  (incorporated  by  reference  to  Exhibit  3.2 of the form
             SB-2/A filed on June 27, 2001).

3.3          Certificate of Amendment to Articles of  Incorporation,  dated July
             16,  1999  (incorporated  by  reference  to Exhibit 3.2 of the Form
             10-QSB filed on November 15, 1999).

3.4          Certificate of Amendment of Articles of  Incorporation,  August 16,
             2000  (incorporated  by reference to Exhibit 3.4 of the Form SB-2A
             filed on June 27, 2001).

3.5          Bylaws   (incorporated   by   reference   to  Exhibit  3.2  of  the
             Registration Statement on Form 10-SB/A filed on December 17, 1999).

4.1          Integrated  Carbonics Corp. 1999 Stock Option Plan,  dated July 27,
             1999  (incorporated  by  reference  to Exhibit 4 to the Form 10-QSB
             filed on November 15, 1999).

4.2          Form of Loan  Agreement and Promissory  Note between  Urbana.ca and
             lenders  (incorporated by reference to Exhibit 4.2 of the Amendment
             to SB-2 filed on June 28, 2001).

4.3          Retainer  Stock Plan for  Non-Employee  Directors  and  Consultants
             (incorporated  by reference to Exhibit 4.1 of the Form S-8 filed on
             February 24, 2000).

4.4          Form of Private Placement Subscription  Agreement between Urbana.ca
             and investors (incorporated by reference to Exhibit 4.2 of the Form
             SB-2 filed on August 18, 2000).

4.5          Form of Unit  Warrants to  Subscribe  for Common  Shares  issued by
             Urbana.ca to investors on April 27, 2000 (incorporated by reference
             to Exhibit 4.3 of the Form SB-2 filed on August 18, 2000).

4.6          Form of  Non-Assignable  Agent's  Compensation  Options  to Acquire
             Units, issued by Urbana.ca to Groome Capital.com, Inc. on April 27,
             2000  (incorporated  by  reference  to Exhibit 4.4 of the Form SB-2
             filed on August 18, 2000).

4.7          Form of  Non-Assignable  Agent's Warrants to Acquire Common Shares,
             issued by Urbana.ca to Groome Capital.com,  Inc. on April 27,  2000
             (incorporated by reference to Exhibit 4.5 of the Form SB-2 filed on
             August 18, 2000).

4.8          Non-Assignable  Agent's Warrants to Acquire  Compensation  Options,
             issued  by  Urbana.ca to Groome  Capital,  Inc. on April  27,  2000
             (incorporated by reference to Exhibit 4.6 of the Form SB-2 filed on
             August 18, 2000).

4.9          Form of  Addendum to Loan Agreement between  Urbana.ca and  lenders
             (incorporated by reference to Exhibit 4.9 of the Form SB-2 filed on
             August 18, 2000).

4.10         Form of Unit  Warrants to Subscribe  for Common Shares to be issued
             by Urbana.ca to  holders of  convertible  loans   (incorporated  by
             reference  to  Exhibit  4.7 of the Form SB-2  filed on  August  18,
             2000).

                                       21
<PAGE>
--------------------------------------------------------------------------------
                               EXHIBIT INDEX
--------------------------------------------------------------------------------

NUMBER       EXHIBIT DESCRIPTION
--------------------------------------------------------------------------------

4.11         Form of Common  Stock Purchase Warrant to be issued by Urbana.ca to
             Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit
             4.8 of the Form SB-2 filed on August 18, 2000).

4.12         Form  of  Securities  Purchase  Agreement  between  Urbana.ca   and
             investors (including exhibits)(incorporated by reference to Exhibit
             4.9 to the Amendment of the Form SB-2 filed on June 28, 2001).

4.13         Form  of  Addendum to  Loan  Agreement  (Amendment  No. 2)  between
             Urbana.ca and lenders (incorporated by reference to Exhibit 4.13 to
             the Amendment of the Form SB-2 filed on June 28, 2001).

4.14         Consulting  Agreement  between  Urbana.ca  and Jacob Angrest, dated
             March 29, 2001  (incorporated  by  reference  to Exhibit 4.2 of the
             Form S-8 POS filed on June 12, 2001).

4.15         Amended  and  Restated   Retainer  Stock  Plan  for  Non-  Employee
             Directors and  Consultants,  dated April 1, 2001  (incorporated  by
             reference  to  Exhibit  4.3 of the Form  S-8 POS  filed on June 12,
             2001).

4.16         Media Consulting Contract between Urbana.ca and Loretta Paul, doing
             business  as  Gruntwerk  Media  Enterprises,  dated  April 2,  2001
             (incorporated by reference to Exhibit 4.4 of the Form S-8 POS filed
             on June 6, 2001).

4.17         Agreement  for  Consulting  Services  between Urbana.ca Enterprises
             Corp.  and Mark  Enchin,  dated  April 20,  2001  (incorporated  by
             reference  to  Exhibit  4.5 of the  Form  S-8 POS  filed on June 6,
             2001).

4.18         Agreement for Consulting  Services  between  Urbana.ca and  William
             Haseltine, dated June 8, 2001 (incorporated by reference to Exhibit
             4.6 of the Form S-8 POS filed on June 12, 2001).

10.1         Agreement  on   Establishment   of  Sino  Equity   Joint   Venture,
             China-Canada  Liumao Graphite Products Co. Ltd., dated September 9,
             1997 (incorporated by reference to Exhibit 10.3 of the Registration
             Statement on Form 10-SB/A filed on December 17, 1998).

10.2         Cooperative  Joint Venture Agreement between Da-Jung Resource Corp.
             and  Heilongjiang  Geological  and  Mining  Technology  Development
             Corp.,  dated  September  9, 1997  (incorporated  by  reference  to
             Exhibit 10.5 of the Registration Statement on Form 10-SB/A filed on
             December 17, 1998).

10.3         Agreement  between PLR,  Inc.  and Da-Jung  Resource  Corp.,  dated
             September  22, 1997 and PLR,  Inc.  (incorporated  by  reference to
             Exhibit 10.1 of the Registration Statement on Form 10-SB/A filed on
             December 17, 1998).

10.4         Agreement between  Integrated  Carbonics Corp. and Da-Jung Resource
             Corp.,  dated October 7, 1997 (incorporated by reference to Exhibit
             10.2  of the  Registration  Statement  on  Form  10-SB/A  filed  on
             December 17, 1998).

10.5         Equity Joint Venture Agreement between  Integrated  Carbonics Corp.
             and Liumao Graphite Mine, dated November 10, 1997  (incorporated by
             reference to Exhibit 10.4 of the Registration Statement on Form 10-
             SB/A filed on December 17, 1998).

10.6         Share Exchange and Share Purchase Agreement between Urbana.ca,  ICC
             Integrated  Carbonics  (Canada) Corp.,  and  Enersphere.com,  Inc.,
             dated December 1, 1999  (incorporated  by reference to Exhibit 10.6
             of the Form 10-QSB filed on May 17, 2000).




                                       22
<PAGE>

--------------------------------------------------------------------------------
                               EXHIBIT INDEX
--------------------------------------------------------------------------------

NUMBER       EXHIBIT DESCRIPTION
--------------------------------------------------------------------------------

10.7         Management  Agreement between  Urbana.ca, Enersphere.com, Inc., and
             Rick Whittaker,  dated December 22, 1999 (incorporated by reference
             to Exhibit 10.7 to the Amendment of the Form SB-2 filed on June 28,
             2001).

10.8         Management Agreement  between Urbana.ca, Enersphere.com,  Inc., and
             John Cullen,  dated December 22, 1999 (incorporated by reference to
             Exhibit  10.8 to the  Amendment  of the Form SB-2 filed on June 28,
             2001).

10.9         Share Exchange and Share Purchase Agreement between Urbana.ca,  ICC
             Integrated  Carbonics  (Canada)  Corp.,  and Urbana.ca  Enterprises
             Corp.,  dated January 4, 2000 (incorporated by reference to Exhibit
             10.7 of the Form 10-QSB filed on May 17, 2000).

10.10        Management  Agreement  between  Urbana.ca and  Jason  Cassis, dated
             January 4, 2000  (incorporated  by reference to Exhibit 10.8 of the
             Form SB-2 filed on August 18, 2000).

10.11        Management  Agreement  between  Urbana.ca  and  Gregory  Alexanian,
             dated January 4, 2000  (incorporated  by reference to Exhibit 10.11
             to the Amendment of the Form SB-2 filed on June 28, 2001).

10.12        Share Exchange and Share Purchase Agreement between Urbana.ca,  ICC
             Integrated Carbonics (Canada) Corp., and E-Bill Direct, Inc., dated
             January 10, 2000  (incorporated by reference to Exhibit 10.8 of the
             Form 10-QSB filed on May 17, 2000).

10.13        Management  Contract  between  Urbana.ca  and  David Groves,  dated
             January 10, 2000  (incorporated  by  reference  to Exhibit  10.8 to
             Amendment of the Form SB-2 filed on March 27, 2001).

10.14        Management Agreement  between Urbana.ca,  E-Bill Direct,  Inc., and
             Henry Tyler,  dated January 10, 2000  (incorporated by reference to
             Exhibit  10.14  to  Amendment  of the Form  SB-2  filed on June 28,
             2001).

10.15        License Agreement between Urbana.ca, Eagle Wireless  International,
             Inc.,  and USA Video  Interactive  Corp.,  dated  January  13, 2000
             (incorporated  by  reference  to Exhibit  10.10 to Amendment of the
             Form SB-2 filed on December 14, 2000).

10.16        Exclusivity Agreement between Urbana.ca Enterprises Corp. and Eagle
             Wireless International,  Inc., dated January 17, 2000 (incorporated
             by  reference to Exhibit 10.8 of the Form 10-QSB filed on August 8,
             2000).

10.17        Agency  Agreement between  Urbana.ca and Groome  Capital.com, Inc.,
             dated April 10, 2000 (incorporated by reference to Exhibit 10.12 of
             the Form SB-2 filed on August 18, 2000).

10.18        Administration and  Services  Agreement between  Urbana.ca,  Groome
             Capital.com,  Inc., and InvestIn.com  Securities Corp., dated April
             10, 2000  (incorporated  by reference to Exhibit  10.13 of the Form
             SB-2 filed on August 18, 2000).

10.19        Special Warrant Agreement  between Urbana.ca and Pacific  Corporate
             Trust Company,  dated April 27, 2000  (incorporated by reference to
             Exhibit 10.14 of the Form SB-2 filed on August 18, 2000).

10.20        Share  Purchase Warrant  Agreement  between  Urbana.ca and  Pacific
             Corporate  Trust  Company,  dated April 27, 2000  (incorporated  by
             reference  to  Exhibit  10.15 of the Form SB-2  filed on August 18,
             2000).

10.21        Escrow  Agreement  between Urbana.ca, Groome Capital.com, Inc., and
             Pacific Corporate Trust Company, dated April 27, 2000 (incorporated
             by reference to Exhibit  10.16 of the Form SB-2 filed on August 18,
             2000).

10.22        Letter  Agreement between  Urbana.ca and  Ladenburg  Thalmann & Co.
             Inc.,  dated June 15, 2000  (incorporated  by  reference to Exhibit
             10.17 of the Form SB-2 filed on August 18, 2000).

10.23        Letter of Intent  between  Urbana.ca and  World Sales  & Marketing,
             Inc., dated September 8, 2000 (incorporated by reference to Exhibit
             10.18 of the Form 10-QSB filed on November 14, 2000).

10.24        Consulting   Agreement  between   Urbana.ca  and   Eagle   Wireless
             International,  Inc.,  dated  December  19, 2000  (incorporated  by
             reference  to  Exhibit  10.19  amendment  of the Form SB-2 filed on
             March 27, 2001).




                                       23
<PAGE>

--------------------------------------------------------------------------------
                               EXHIBIT INDEX
--------------------------------------------------------------------------------

NUMBER       EXHIBIT DESCRIPTION
--------------------------------------------------------------------------------

10.25        Placement Agent Agreement (convertible debenture) between Urbana.ca
             and May Davis  Group,  Inc.,  dated  December  27, 2000  (including
             exhibits)  (incorporated by reference to Exhibit 10.15 to Amendment
             of the Form SB-2 filed on June 28, 2001).

10.26        Distributorship  Agreement  between Urbana.ca Enterprises Corp. and
             J.D.   Donahue  and  Associates   Inc.,   dated  February  7,  2001
             (incorporated  by  reference  to Exhibit  10.22 to Amendment of the
             Form SB-2 filed on March 27, 2001).

10.27        Houston System Access Agreement between Urbana.ca Enterprises Corp.
             and Eagle  Wireless  International,  Inc.,  dated  March  15,  2001
             (incorporated  by  reference  to Exhibit  10.22 of the Form  10-QSB
             filed on May 11, 2001).

10.28        Equity Line of Credit Agreement dated July 24, 2001, by and between
             Cornell Capital Partners L.P. and Urbana.ca. (Provided herewith)

10.29        Consulting Services Agreement  dated July 24, 2001, by  and between
             Urbana.ca  and  Yorkville  Advisors   Management,   LLC.  (Provided
             herewith)

10.30        Escrow Agreement dated July 24, 2001, by and  among Urbana, Cornell
             Capital Partners L.P., Butler Gonzalez LLP and First Union National
             Bank. (Provided herewith)

10.31        Registration Rights  Agreement dated July  24, 2001, by and between
             Urbana.ca and Cornell Capital Partners L.P. (Provided herewith)

16.1         Letter  on  change  in  certifying   accountant   (incorporated  by
             reference  to  Exhibit 16 of the Form  8-K/A  filed on October  25,
             2000).

16.2         Letter  on  change  in  certifying   accountant   (incorporated  by
             reference to Exhibit 16 of the Form 8-K filed on October 26, 2000).

21           Subsidiaries of Urbana.ca (incorporated  by reference to Exhibit 21
             of the Form 10-KSB filed on March 31, 2000).

                                       24
<PAGE>

--------------------------------------------------------------------------------
         (b)      REPORTS ON FORM 8-K.

         No  reports  on Form 8-K were  filed  during  the third  quarter of the
fiscal year covered by this Form 10-QSB.




<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             Urbana.ca, Inc.



Dated: November 19, 2001                    By:/s/ David M. Groves
                                               ---------------------------
                                               David M. Groves, President


                                       25