U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                          COMMISSION FILE NUMBER: 000-24723

                                  URBANA.CA, INC.
             (Exact name of registrant as specified in its charter)

                 Nevada                                         88-0393257
    (State or jurisdiction of incorporation                 (I.R.S. Employer
                  or organization)                        Identification No.)

50 West Pender Street, Suite 804, Vancouver, British Columbia    V6C 2T8
     (Address of principal executive offices)                   (Zip Code)

                  Registrant's telephone number:  (604) 682-8445

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes    X        No    .

As of March 31, 2001, the Registrant had 23,338,293 shares
of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes    No  X.

                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                 PAGE

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001          3

         CONSOLIDATED  STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED
         MARCH 31, 2001 AND MARCH 31, 2000                        4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED
         MARCH 31, 2001 AND MARCH 31, 2000                        5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS           12

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                       18

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS               18

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                         18

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
         OF SECURITY HOLDERS                                     18

ITEM 5.  OTHER INFORMATION                                       18

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                        18

SIGNATURE                                                        19

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                                URBANA.CA, INC.
                         (A Development Stage Company)
                          CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                                                           March 31, 2001

                                      ASSETS

CURRENT ASSETS
Cash                                                       $       25,862
Funds held in trust                                               158,998
Taxes recoverable                                                  10,204
Prepaid expenses and deposits                                     160,265
Deferred finance fees                                              68,160

                                                                  423,489

DEFERRED FINANCE FEES                                             137,980

FURNITURE AND EQUIPMENT, net of depreciation of $62,942           121,986

GOODWILL, net of amortization of $908,865 (Note 3)              2,726,613

                                                           $    3,410,068

                  LIABILITIES AND STOCK HOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities                   $      312,716
Loans payable (Note 4)                                          1,498,622
Advances payable                                                   66,511
                                                                1,877,849

DUE TO RELATED PARTIES                                             32,793

CONVERTIBLE DEBENTURES (Note 5)                                   343,227

COMMITMENTS AND CONTINGENCIES (Note 1)

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
     12,888,293 shares of common stock                             12,888
     Additional paid-in capital                                 1,610,133
     Special warrant proceeds                                     886,405
     Exchangeable shares                                        3,226,500
     Deficit accumulated during development stage              (4,548,477)
     Accumulated other comprehensive income (loss)                (31,250)

                                                                1,156,199
                                                                3,410,068

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

                              URBANA.CA, INC.
                      (A Development Stage Company)
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                    Three Months   Three Months  February 23
                                        Ended        Ended           1993
                                      March 31      March 31     (Inception to
                                        2001         2000        March 31 2001

REVENUE
License fees                             100,000              -        100,000

EXPENSES
Consulting and management                 90,582        249,926        813,834
Depreciation and amortization            196,014        187,734        977,946
Engineering costs                              -              -        274,170
Interest and finance costs                33,929         19,618        140,918
Office and general                        76,224        149,047        814,136
Professional fees                         68,930         71,458        437,301
Salaries and benefits                     56,212         44,104        423,723
Technology contract fees                  54,168         55,648        498,041
Write-off of interest in mineral
Property                                       -              -         15,000
Write-off of Graphite processing
joint venture                                  -              -        253,408

                                         576,059        777,535      4,648,477

NET LOSS FOR THE PERIOD                 (476,059)      (777,535)    (4,548,477)

BASIC NET LOSS PER SHARE                   (0.04)         (0.07)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                           12,888,293     11,419,635

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

                            URBANA.CA, INC.
                     (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)

                                    Three Months   Three Months  February 23
                                        Ended        Ended           1993
                                      March 31      March 31     (Inception to
                                        2001         2000        March 31 2001

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period                 (476,059)      (777,535)    (4,548,477)
Adjustments to reconcile net loss to
net cash from operating activities:

- depreciation and amortization          196,014        187,734        977,946
 - accrued interest expense               31,251              -        119,469
- non-cash consulting fees                38,500              -         38,500
- non-cash finance fees                    2,560              -          2,560
- organization costs                           -              -           (308)
- loss on disposal of furniture and
  equipment                                    -              -          3,620
- write-off of interest in mineral
  property                                     -              -         15,000
- write-off of investment in graphite
  processing joint venture                     -              -        253,408
- net changes in non-cash working
  capital                               (123,715)        22,776        561,970

CASH USED IN OPERATING ACTIVITIES       (331,449)      (567,025)    (2,576,312)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment            -       (124,322)      (173,995)
Proceeds from sale of furniture and
Equipment                                      -              -          1,972
Acquisition of Subsidiaries, net of
cash acquired                                  -              -        (75,602)
Investment in graphite processing
joint venture                                  -        (75,602)       (37,463)
Purchase of other assets                       -              -         (4,500)

CASH USED IN INVESTING ACTIVITIES              -       (199,924)      (289,588)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances to related parties               (7,371)      (158,698)      (128,221)
Payments on agreement payable                  -              -        (70,000)
Loan advances, net of interest and
Repayments                                     -      1,224,162      1,391,380
Convertible debenture proceeds           340,000              -        340,000
Special warrant proceeds, net of
funds held in trust                            -              -        727,407
Issuance of common stock                       -              -        662,446

CASH FLOWS FROM FINANCING ACTIVITIES     332,629      1,065,464      2,923,012

EFFECT OF EXCHANGE RATE CHANGES ON
CASH                                       7,422        (13,097)       (31,250)

INCREASE IN CASH                           8,602        285,418         25,862

CASH, BEGINNING OF PERIOD                 17,260            535              -

CASH, END OF PERIOD                       25,862        285,953         25,862

Non-cash activities: Refer to Note 6.

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

                                  URBANA.CA, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)

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 into a new company named Urbana Enterprises Corp.
("Urbana Enterprises").

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 March 31, 2001 the Company has a working capital
deficiency of $1,454,360 and has accumulated losses since
inception of $4,548,477 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 quarter the Company received proceeds of $287,600, net
of legal fees and commissions of $52,400 through the issuance of
$340,000 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 becomes effective upon the Company
completing a filing on Form SB-2 and remains in effect for a
period of 30 months.

Refer to Notes 4, 5, 6 and 7.

Unaudited Financial Statements

The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and in compliance
with 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 three months ended March 31, 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.

Principles of Consolidation

The financial statements include the accounts of the Company and
its wholly-owned subsidiaries URBA and 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 to determine
if an impairment has occurred. Based on this review, management
does not believe that an impairment in the carrying value has
occurred.

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.

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 value of the Company's financial assets and financial
liabilities approximate their carrying values due to the
immediate or short-term maturity of these financial instruments.

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. 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:

                               Urbana.ca       E-Bill     Enersphere    Total
                               Enterprises

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 three months ended
March 31, 2001                     (54,654)   (40,632)       (86,487)  (181,773)
Goodwill, March 31, 2001           819,832    609,485      1,297,296  2,726,613

NOTE 4 - LOANS PAYABLE

The Company has outstanding loans totaling $1,174,162 plus
accrued interest of $98,050 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 is to be made by way of a prospectus
and Registration Statement which have been filed with the
applicable Canadian regulatory authorities and Securities and
Exchange Commission in the United States.

During 2000, the Company received additional loans totaling
$217,218 which are payable on demand and bear interest at rates
from 8% to 10% per annum.  As at March 31, 2001, accrued interest
on these loans totals $9,192.

NOTE 5 - CONVERTIBLE DEBENTURES

During December 2000, the Company, entered into a securities
purchase agreement with investors arranged through May Davis
Group, Inc. ("MDG"), as placement agent.  During the first
quarter, under this agreement, the Company sold to the investors
$340,000 of the Company's 5% convertible debentures due five
years after closing.  As at March 31, 2001 accrued interest on
these convertible debentures totals $3,227.  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
$52,400 and issued warrants with a value of $24,300. 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 6.

NOTE 6 - CAPITAL STOCK

By Directors' resolution dated April 9, 2001, the Company has
agreed to issue a total of 550,000 shares of common stock in
connection with three separate consulting agreements which have
not yet come into effect.

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.  The warrants are exercisable in whole or in
part to December 27, 2005.  The fair value of these warrants has
been recorded as a financing fee of $24,300.

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 an
expected volatility of 193%.

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. ("GMF"), arranged
through MDG, as placement agent.  The effective date of the
agreement is the date that the SEC first declares effective a
registration statement on the Company's common stock. The
agreement has a 30-month period commencing on the effective date.
Subject to the conditions set out in the agreement, the Company
may issue and sell to GMF, and GMF 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 GMF for funds, the price of the shares to be sold is
calculated as 91% of the market price, being the lowest closing
bid prices of the common stock during the 10 trading day period
beginning on the advance notice date and ending on the closing
date of the particular closing.  The maximum advance amount is
equal to 150% of the average daily volume of the Company's common
stock multiplied by the purchase price during the particular
pricing period.  On each closing, MDG will be paid a 5%
commission on each advance.

In connection with this arrangement, 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.

In May 2001, the Company and MDG agreed in principal to cancel
the equity line of credit agreement and the associated placement
agent agreement.  Urbana is in discussions with this company
concerning other possible methods of financing for Urbana.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Results of Operations.

During January 2000, the Registrant, 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 Enterprises Corp.

For the quarter ended March 31, 2001, the Registrant had a
net loss of $476,059 or $0.04 cents per share.  This loss
compares with a net loss of $777,535 or $0.07 cents per share for
the corresponding quarter ended March 31, 2000.  During the
quarter ended March 31, 2001, revenue was $100,000 earned on
entering into a System Access Agreement with Eagle Wireless
International, Inc.  During the quarter ended March 31, 2001,
expenses totaled $576,059 as follows: consulting and management
of $90,582, depreciation and amortization of $196,014, interest
and finance costs of $33,929, office and general of $76,224,
professional fees of $68,930, salaries and benefits of $56,112
and technology contract fees of $54,168.

(a)  Urbana Enterprises.

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

In consideration of the acquisition, URBA issued 3,000,000
non-voting exchangeable shares.  The holders of these shares have
been granted votes in the Registrant 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 Registrant shares.  Any
exchangeable share not exchanged within 25 years is to be cancelled.

The terms of the acquisition agreement required the
Registrant to issue 3,000,000 common shares to ensure URBA has
sufficient shares of the Registrant 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, the Registrant
signed five-year management contracts with the two principals.
the Registrant 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
the Registrant thus forfeiting further management compensation
and the right to 200,000 stock options pursuant to this
acquisition agreement.  On October 20, 2000, the other principal
resigned as director of the Registrant 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.

(b)  E-Bill.

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

In consideration of the acquisition,  issued 2,950,000 non-voting
exchangeable shares.  The holders of these shares have been
granted votes in the Registrant 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 Registrant shares.  Any
exchangeable share not exchanged within 25 years is to be cancelled.

The terms of the acquisition agreement required the Registrant to
issue 2,950,000 common shares to ensure URBA has sufficient
shares of the Registrant 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, the Registrant signed three-year
management contracts with the two principals.  the Registrant
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
the 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.

(c)  Enersphere.

Enersphere.com, Inc. was incorporated September 28, 1999 in the
province of Ontario.  Enersphere.com, Inc. is a content company
that utilizes set top boxes as their 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 the Registrant 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
Registrant shares.  Any exchangeable share not exchanged within
25 years is to be cancelled.

The terms of the acquisition agreement required the Registrant to
issue 4,500,000 common shares to ensure URBA has sufficient
shares of the Registrant 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, the Registrant signed two-year
management contracts with the two principals.  the Registrant
agreed to grant a total of 200,000 stock options to these
individuals.  On December 15, 2000, one of the principals of
Enersphere.com, Inc. resigned as an officer of Urbana Enterprises
Corp. thus forfeiting further management compensation and the
right to 100,000 stock options pursuant to this acquisition agreement.

The business combination has been accounted for using the
purchase method of accounting.  The 4,500,000 shares issued on
the acquisition 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.

(d)  Summary

These business combinations have been accounted for using
the purchase method of accounting.  Goodwill arising on
acquisition totaled $3,635,478 and is being amortized on a
straight-line basis over 60 months.  During the quarter ended
March 31, 2001 amortization was $181,773.  Goodwill, net of
amortization, was $2,726,613 as at March 31, 2001.

Liquidity and Capital Resources.

(a)  General Statement.

The Registrant is a development stage enterprise.  The Registrant
has only recently generated revenue and is continuing to incur
substantial costs in connection with pursuing the development of
its business.  The Registrant's continued existence is dependent
on its ability to obtain sufficient financing to meet its
financial needs and ultimately to attain profitable operations.

At March 31, 2001 the Registrant had a working capital deficiency
of $1,454,360, inclusive of loans payable, and has accumulated
losses since inception of $4,548,477.  The Registrant primarily
continues to secure its financing requirements by way of equity
financing.  During the quarter ended March 31, 2001, the
Registrant earned $100,000 revenue from an initial licensing fee.

(b)  Issuance of Shares.

No shares were issued during the quarter ended March 31, 2001.
The Registrant has agreed to issue common shares in connection
with loans payable and financing arrangements as noted below.
Also, subsequent to March 31, 2001, the Registrant has agreed to
issue a total of 550,000 common shares in connection with three
consulting agreements which have not as yet come into effect.

(c)  Loans Payable.

At March 31, 2001, the "convertible" loans of $1,174,162 plus
accrued interest of $98,050 (total of $1,272,212) were
outstanding.  These loans bear interest at an annual rate of 8%
and were due and payable on March 15, 2000.  The Registrant did
not repay these loans and as a result has offered the lenders the
right to convert the principal into units of the Registrant at a
price of $0.57 per unit (during the quarter ended March 31, 2001,
it was amended by the Registrant to $0.30 per unit).  Each unit
is comprised of one restricted common share of the Registrant and
one-half share purchase warrant.  Each whole share purchase
warrant is exercisable upon issuance at $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.

During the fiscal year ended December 31, 2000, the Registrant
received additional loans totaling $217,218.  Accrued interest
totals $4,329 to December 31, 2000 (total of $221,547).  These
loans bear interest at rates from 8% to 10% per annum.  At March
31, 2001 accrued interest totals $9,192 (total of $226,410).

(d)  Financing Arrangements.

(1)  Special Warrants.

During the year ended December 31, 2000, the Registrant 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.  Subsequent to March 31, 2001, the funds held in trust
($158,998) were released to the Registrant 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.

During the quarter ended March 31, 2001, the board of directors
of the Registrant 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.

(2)  Equity Line of Credit.

On December 27, 2000 the Registrant entered into an equity line
of credit agreement with GMF Holdings, Inc., arranged through May
Davis Group, Inc., as broker/dealer and placement agent.  The
effective date of the agreement is the date that the SEC first
declares effective a registration statement on the Registrant's
common stock.  The agreement has a 30-month period commencing on
the effective date.  Subject to the conditions set out in the
agreement, the Registrant may issue and sell to GMF Holdings,
Inc., and GMF Holdings, Inc. shall purchase, common shares of the
Registrant up to a total purchase price of $5,000,000 dollars.
Following an advance notice by the Registrant to GMF Holdings,
Inc. for funds, the price of the shares to be sold is calculated
as 91% of the market price, being the lowest closing bid prices
of the common stock during the 10 trading day period beginning on
the advance notice date and ending on the closing date of the
particular closing.  The maximum advance amount is equal to 150%
of the average daily volume of the Registrant's common stock
multiplied by the purchase price during the particular pricing
period.  On each closing, May Davis Group, Inc. is to be paid
commission of 5% of the gross proceeds of each advance.

In addition, on December 27, 2000, the Registrant issued to May
Davis Group, Inc. 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.

In May 2001, the Registrant and May Davis Group, Inc. agreed in
principal to cancel the equity line of credit agreement and the
associated placement agent agreement.  The Registrant is in
discussions with this company concerning other possible methods
of financing for the Registrant.

(3)  Convertible Debentures.

On December 27, 2000, the Registrant, entered into a securities
purchase agreement with investors arranged through May Davis
Group, Inc., as broker/dealer and placement agent.  Under this
agreement, the Registrant can sell to the investors up to
$350,000 of the Registrant's 5% convertible debentures due five
years after closing.  The debentures are convertible at the
option of the holder into shares of the Registrant'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 quarter ended March 31, 2001, under this agreement,
the Registrant sold to the investors $340,000 of the Registrant's
5 % convertible debentures due five years after closing.  At
March 31, 2001 accrued interest totals $3,227 (total of
$343,227).  In connection with the sale of the convertible
debentures, the Registrant paid May Davis Group, Inc. a
commission and legal fees for  a total of  $52,400.  the
Registrant issued to May Davis Group, Inc. additional
compensation by  way of a warrant to purchase 100,000 shares of
the Registrant's common stock at an exercise price of $0.27 per
share.  The warrants are exercisable in whole or in part to
December 27, 2005.  The fair value of these warrants has been
recorded as a financing fee of $24,300.  The total costs are
recognized over the 60-month term of the debenture or upon conversion.

(4)  Registration Rights.

Under registration rights agreements, the Registrant is obligated
to register for resale the shares issuable upon conversion of the
debentures, shares issuable upon exercise of the warrants issued
to May Davis Group, Inc. in connection with the debenture
agreements.

(e)  Strategic Alliance Agreement

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

(f)  System Access Agreement.

During the quarter ended March 31, 2001 the Registrant 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 Wireless
International, Inc. set-top boxes (see Exhibit 10.22 to this Form
10-QSB).  Eagle Wireless International, Inc. paid a non-
refundable initial license fee of $100,000.

(g)  Station Project.

Subsequent to March 31, 2001, the Registrant 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.
The Registrant is currently negotiating the portion of Phase 1 to
be provided by the Registrant.

Forward Looking Statements.

The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of
the Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business
strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business
and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements.  These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Registrant's
control.  The Registrant cautions that these statements are
further qualified by important factors that could cause actual
results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained herein will in fact
transpire or prove to be accurate.  The Registrant disclaims any
intent or obligation to update "forward looking statements."

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

None.

ITEM 5.  OTHER INFORMATION.

None

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

Exhibits.

Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

Reports on Form 8-K.

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

                               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: May 9, 2001                             By: /s/ David M. Groves
                                               David M. Groves, President

                                     EXHIBIT INDEX

Number                           Exhibit Description

2.1     Articles of Merger and Merger Agreement of Foreign
        Corporation into Integrated Carbonics Corp. (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 (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 to Articles of Incorporation
       (incorporated by reference to Exhibit 3.2 of the Form 10-QSB
        filed on November 15, 1999).

3.3     Certificate of Amendment of Articles of Incorporation
       (incorporated by reference to Exhibit 3.3 of the Form SB-2/A
        filed on March 27, 2001).

3.4     Certificate of Amendment of Articles of Incorporation
       (incorporated by reference to Exhibit 3.4 of the Form SB-2/A
        filed on March 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
       (incorporated by reference to Exhibit 4 to the Form 10-QSB filed
        on November 15, 1999).

4.2     Form of Private Placement Subscription Agreement between the
        Registrant and investors (incorporated by reference to Exhibit
        4.2 of the Form SB-2/A filed on March 27, 2001).

4.3     Form of Unit Warrants to Subscribe for Common Shares issued
        by the Registrant to investors on April 27, 2000 (incorporated by
        reference to Exhibit 4.3 of the Form SB-2/A filed on March 27,
        2001).

4.4     Form of Non-Assignable Agent's Compensation Options to
        Acquire Units, issued by the Registrant to Groome Capital.com,
        Inc. on April 27, 2000 (incorporated by reference to Exhibit 4.4
        of the Form SB-2/A filed on March 27, 2001).

4.5     Form of Non-Assignable Agent's Warrants to Acquire Common
        Shares, issued by the Registrant to Groome Capital.com, Inc. on
        April 27, 2000 (incorporated by reference to Exhibit 4.5 of the
        Form SB-2/A filed on March 27, 2001).

4.6     Non-Assignable Agent's Warrants to Acquire Compensation
        Options, issued by the Registrant to Groome Capital, Inc. on
        April 27, 2000 (incorporated by reference to Exhibit 4.6 of the
        Form SB-2/A filed on March 27, 2001).

4.7     Form of Unit Warrants to Subscribe for Common Shares to be
        issued by the Registrant to holders of converted loans
       (incorporated by reference to Exhibit 4.7 of the Form SB-2/A
        filed on March 27, 2001).

4.8     Form of Common Stock Purchase Warrant to be issued by the
        Registrant to Ladenburg Thalmann & Co. Inc. (incorporated by
        reference to Exhibit 4.8 of the Form SB-2/A filed on March 27,
        2001).

4.9     Form of Securities Purchase Agreement between the Registrant
        and investors (including exhibits) (incorporated by reference to
        Exhibit 4.9 of the Form SB-2/A filed on March 27, 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 the
        Registrant, 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).

10.7    Share Exchange and Share Purchase Agreement between the
        Registrant, 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).

10.8    Management Contract between the Registrant and David Groves,
        dated January 4, 2000 (incorporated by reference to Exhibit 10.8
        of the Form SB-2/A filed on March 27, 2001).

10.9    Share Exchange and Share Purchase Agreement between the
        Registrant, 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).

10.10   License Agreement between the Registrant, Eagle
        Wireless International, Inc., and USA Video Interactive Corp.,
        dated January 13, 2000 (incorporated by reference to Exhibit
        10.10 of the Form SB-2/A filed on March 27, 2001).

10.11   Exclusivity Agreement between Urbana.ca Enterprises
        Corp. and Eagle Wireless International, Inc., dated January 17,
        2000 (incorporated by reference to Exhibit 10.9 of the Form 10-
        QSB filed on May 17, 2000).

10.12   Agency Agreement between the Registrant and Groome
        Capital.com, Inc., dated April 10, 2000 (incorporated by
        reference to Exhibit 10.12 of the Form SB-2/A filed on March 27,
        2001).

10.13   Administration and Services Agreement between the
        Registrant, 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/A filed on March 27, 2001).

10.14   Special Warrant Agreement between the Registrant and
        Pacific Corporate Trust Company, dated April 27, 2000
       (incorporated by reference to Exhibit 10.14 of the Form SB-2/A
        filed on March 27, 2001).

10.15   Share Purchase Warrant Agreement between the Registrant
        and Pacific Corporate Trust Company, dated April 27, 2000
       (incorporated by reference to Exhibit 10.15 of the Form SB-2/A
        filed on March 27, 2001).

10.16   Escrow Agreement between the Registrant, 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/A filed on March 27, 2001).

10.17   Letter Agreement between the Registrant and Ladenburg
        Thalmann & Co. Inc., dated June 15, 2000 (incorporated by
        reference to Exhibit 10.17 of the Form SB-2/A filed on March 27,
        2001).

10.18   Letter of Intent between the Registrant 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).

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

10.20   Placement Agent Agreement (convertible debenture)
        between the Registrant and May Davis Group, Inc., dated December
        27, 2000 (including exhibits) (incorporated by reference to
        Exhibit 10.20 of the Form SB-2/A filed on March 27, 2001).

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

10.22   Houston System Access Agreement between Urbana
        Enterprises Corp. and Eagle Wireless International, Inc., dated
        March 15, 2001 (see below).

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

                                  EX-10.22

                      HOUSTON SYSTEM ACCESS AGREEMENT


This System Access Agreement ("this Agreement"), made this 15th
day of March 2001, by and between Urbana Enterprises Corp., a
company operating under the laws of the Province of Ontario, and
having its principal place of business at 22 Haddington Street,
Cambridge, Ontario Canada (hereinafter referred to as ("Urbana")
and Eagle Wireless International Inc., a corporation located in
the City of League City, in the State of Texas, (hereinafter
referred to as the "Licensee").

WHEREAS:

A.  Urbana has developed a system ("System"), identified by the
Mark "LocalNet" relating to the establishment, development and
operation of Internet access and advertising for businesses and
professionals which is targeted toward local communities and cities;

B.  The distinguishing characteristics of the System include,
without limitation, the Local Net home page located at
http://houston.urbana.ca featuring proprietary "Business Web" and
"Personal Web" Templates, Internet advertisement tools package
which includes Internet marketing tools, website development,
banner advertising, directory listings, search engine placement
and various transaction tools; procedures and techniques for
marketing; the LocalNet Confidential Operations Manual
("Manual"); all of which may be changed, improved and further
developed by Urbana from time to time;

C.  Urbana is the owner of the right, title and interest,
together with all the goodwill connected thereto, in and to the
trademark "LocalNet" and other trademarks, domain names, service
marks and trade dress, associated logos, Commercial symbols,
trade names, trademarks, service marks and trade dress as are
now, or in the future, designated as an integral part of the
System (the "Mark[s]");

D.  Urbana is willing to grant Licensee the right to access the
features of the System in Houston Texas;

E.  Licensee desires to access the Services within the
geographical under the terms and conditions contained in this
Agreement;

F.  Licensee understands and acknowledges the importance of
Urbana's high and uniform standards of quality, operations and
service and the necessity of operating the System in strict
conformity with Urbana's standards and specifications;

G.  Urbana expressly disclaims the making of and Licensee
acknowledges that it has not received nor relied upon any
warranty or guarantee, express or implied, as to the revenues,
profits or success of the System contemplated by this Agreement.
Licensee acknowledges that it has read this Agreement and that it
has no knowledge of any representation by Urbana or its officers,
directors, shareholders, employees or agents that are contrary to
the statements made in this Agreement or to the terms hereof.

Urbana agrees to:

(a)  Provide a complete turnkey LocalNet site with all electronic
community information provided to Urbana loaded into the site;

(b)  Provide Eagle with support to develop a LocalNet site for
their community ("licensed area");

(c)  Provide technical support to Eagle to upload advertising
information as it becomes available from the community
organizations;

(d)  Provide training, as well as on and off site support for the
community Localnet area;

(e)  Provide servers and hosting of the community Localnet content
until it is determined that it is more efficient to locate these
services locally with the cost of the connectivity from the local
internet service providers ("ISPS") to be negotiated by Eagle and
paid for by connected customers;

(f)  Facilitate the use of the Eagle set-top box to promote the
community Localnet

Eagle Agrees to:

(a)  Promote, within its fiscal ability in its sole discretion,
and assist  in obtaining commitments from local businesses,
government and other sponsors for set top-box placements in the
community;

(b)  Promote, within its fiscal ability in its sole discretion,
the community Localnet and assist Urbana in obtaining commitments
for advertising from local merchants;

(c)  Gather local content to develop the database for the
community Localnet portal;

(d)  Arrange appointments and meetings with local officials as is
reasonably required;

(e)  Attempt to obtain commitments from local officials such as
government, police, fire department and school board to enhance
the effectiveness and support from the community; and

(f)  Assist in negotiations with local government and other
partners to secure funding for hardware, local infrastructure and
operations of the community.

NOW, THEREFORE, the parties, in consideration of the undertakings
and commitments of each party to the other set forth in this
Agreement, hereby agree as follows:

I.  GRANT

A.  Urbana hereby grants to Licensee, subject to terms and
conditions hereof, a right within the territory hereinafter
described to access the System in compliance with the terms and
conditions of this Agreement.

B.  In consideration of the $100,000 licensee payment
("Development Fee") received December 2000 in connection with the
Letter of Intent dated December 19th 2000 and the mutual
covenants contained in this Agreement, Urbana hereby grants to
Licensee and Licensee hereby accepts a license to access the
System, for the Territory of Houston. The License Fee
(Development Fee) is fully earned and non-refundable.  Urbana
hereby grants to Licensee and Licensee hereby accepts the right,
license and privilege of using "LocalNet" and other Marks of
Urbana solely and only upon and in connection with activities
authorized under this Agreement.  Licensee acknowledges that
Urbana may grant other agreements for the use of the Marks or
utilize the Marks in any manner whatsoever subject to the
provisions of this Agreement.

II.  TERM

This Agreement shall be effective and binding from the date of
its execution, and the term of this Service Agreement shall
continue for ten (10) years thereafter, unless sooner terminated
as herein provided. At the end of said term, Licensee may renew
its license for additional successive terms of ten (10) years
without license fee. This Agreement shall terminate in the event
that the Houston LocalNet is not launched by May 2, 2003.

III.  PAYMENTS OF MONTHLY SERVICE CHARGES BY LICENSEE

A.  During the term of this Agreement, Licensee shall pay to
Urbana a monthly service fee, as set forth in this Section, based
on a percentage of Advertising Fees paid by Local Net Merchants
for the purchase of Local Advertising ("Local Advertising
Revenue") to be located within the Territory.  Licensee shall pay
to Urbana within twenty days (20) after the end of each month,
the invoiced amount as recorded through Urbana's enterprise
software system, for local paid advertising shown on the Local
Net site.

B.  During the term of this Agreement, Urbana shall pay to
Licensee within twenty (20) days after the end of each month, a
percentage of Advertising Fees paid by National Advertisers or
Wholesalers of Advertising ("National Advertising Revenue") which
are paid to present advertising on the Local Net portal or site
in the Territory as recorded through Urbana's enterprise software
system.

Access Fee Paid to Urbana

Commission Fee Paid to Eagle

20% of Local Advertising Revenue
80% of National Advertising Revenue
 -re Houston Localnet

IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have duly executed and delivered this Agreement in
multiple copies the date and year first above written.

                                   ATTEST:

EAGLE WIRELESS INTERNATIONAL INC.          URBANA ENTERPRISES CORP.



By: /s/  Dean Cubley                       By: /s/  David Groves
Dean Cubley, Chairman                      David Groves, President