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, 2000

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.)


750 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, 2000, the Registrant had 22,038,283 shares
of common stock issued and outstanding.

                            TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                   PAGE

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS AS OF
         MARCH 31, 2000 AND MARCH 31, 1999                          3

         CONSOLIDATED  STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MARCH
         31, 2000 AND MARCH 31, 1999                                4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2000
         AND MARCH 31, 1999                                         5

         NOTES TO FINANCIAL STATEMENTS                              6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                       13

PART II

ITEM 1.  LEGAL PROCEEDINGS                                         17

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                 17

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
         OF SECURITY HOLDERS                                       17

ITEM 5.  OTHER INFORMATION                                         17

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

SIGNATURE                                                          18

PART I.

ITEM 1.  FINANCAL STATEMENTS.

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

                                            March 31      December 31
                                              2000            1999
                                           (Unaudited)

ASSETS

CURRENT ASSETS
 Cash                                      $   285,953     $      535
 Accounts receivable                            42,538              -
 Prepaid expenses and deposits                 106,571          7,667

                                               435,062          8,202

DUE FROM RELATED PARTIES (Note 6)                    -         64,037
FURNITURE AND EQUIPMENT, net of
Depreciation                                   140,717              -
GOODWILL, net of amortization (Note 3)       3,453,705              -

                                           $ 4,029,484     $   72,239

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued
Liabilities                                $   247,765     $  144,187

LOANS PAYABLE (Note 4)                       1,284,162         60,000

DUE TO RELATED PARTIES (Note 6)                 24,547              -

COMMITMENTS AND CONTINGENCIES
(Notes 1 and 9)

STOCKHOLDERS' EQUITY (DEFICIT)
 Capital stock (Note 5) Authorized
 Common stock, $0.0001 par value,
 70,000,000 shares Preferred stock
 $0.001 par value, 10,000,000 shares
 Issued and outstanding
 11,588,283 (1999 - 11,082,318)
 shares of common stock                        11,588          11,082
 Additional paid-in capital                 1,301,133       1,132,549
 Exchangeable shares (Note 5)               3,226,500               -
 Deficit accumulated during
 development stage                         (2,054,844)     (1,277,309)
 Accumulated other comprehensive income       (11,367)          1,730

                                            2,473,010        (131,948)

                                          $ 4,029,484      $   72,239

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

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

                                     Three         Three      February 23
                                     Months        Months         1992
                                     Ended         Ended      (inception)
                                     March 31      March 31   to March 31
                                     2000          1999          2000

EXPENSES

Consulting and management           $   249,926    $     -    $   468,211
Depreciation and amortization           187,734      1,007        193,873
Development costs                        55,648          -         55,648
Engineering costs                             -          -        274,170
Interest expense                         19,618         74         29,254
Office and general                      137,449    177,693        397,333
Professional fees                        71,458      3,702        152,557
Transfer agent and filing fees                -      4,953         22,903
Rent                                     11,598      6,502         64,679
Salaries                                 44,104          -        127,808
Write-off of interest in
mineral property                              -          -         15,000
Write-off of Graphite
processing joint venture                      -          -        253,408

NET LOSS FOR THE PERIOD                777,535     193,931      2,054,844

BASIC NET LOSS PER SHARE                  0.07        0.02

WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING         11,419,635  10,196,350

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

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

                                    Three       Three      February 23
                                    Months      Months         1993
                                    Ended       Ended      (Inception)
                                    March 31    March 31        to
                                    2000        1999        March 31 2000

CASH FLOWS FROM OPERATING
ACTIVITIES

Net loss for the period             (777,535)   (193,931)    (2,054,844)
Adjustments to reconcile net
loss to net cash from
operating activities:
 - depreciation and amortization     187,734       1,007        193,873
 - imputed interest on long term
   debt                                    -           -          9,000
 - 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                   22,776      18,787        388,768

CASH USED IN OPERATING
ACTIVITIES                         (567,025)   (174,137)    (1,191,483)

CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of furniture and
Equipment                          (124,322)          -       (135,745)
Proceeds from sale of furniture
and equipment                             -           -          1,972
Acquisitions of subsidiaries net
of cash acquired (Note 3)           (75,602)          -        (75,602)
Investment in graphite processing
joint venture                             -           -        (37,463)
Purchase of other assets                  -           -         (4,500)

CASH USED IN INVESTING
ACTIVITIES                         (199,924)          -       (251,338)

CASH FLOWS FROM FINANCING
ACTIVITIES

Advances to related parties        (158,698)         -        (136,467)
Payments on agreement payable             -          -         (70,000)
Loan advances                     1,224,162          -       1,284,162
Issuance of common stock                  -    173,502         662,446

CASH FROM FINANCING ACTIVITIES    1,065,464    173,502       1,740,141

EFFECT OF EXCHANGE RATE CHANGES
ON CASH                             (13,097)         -         (11,367)

INCREASE (DECREASE) IN CASH         285,418       (635)        285,953

CASH, BEGINNING OF PERIOD               535        713               -

CASH, END OF PERIOD                 285,953         78         285,953

Non-cash activities: Refer to Notes 3 and 5.

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

                              URBANA.CA, INC.
                       (A development stage company)
            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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, it
changed its name to Integrated Carbonics Corp. and on October 30,
1997, changed its jurisdiction of incorporation to Nevada. On
April 15, 1999 a wholly-owned subsidiary company, U.R.B.A.
Holdings Inc. ("URBA") (formerly ICC Integrated Carbonics
(Canada) Corp.), was incorporated under the laws of British
Columbia to facilitate acquisitions in Canada.

During January, 2000, the Company entered into agreements to
acquire, through URBA, 100% of the outstanding shares of
Urbana.ca Enterprises Corp. ("Urbana 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 distribution of set top boxes.

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 as
such has no revenue and is incurring substantial costs in
connection with the development of its business and requires
additional working capital to fund ongoing losses from
operations. The ability of the Company to continue as a going
concern is dependent on its ability to obtain additional
financing and ultimately to attain profitable operations.

During April, 2000 the Company entered into an Agency agreement
with Groome Capital.com Inc. ("Groome") whereby Groome will use
its best efforts to raise up to $25,000,000 by way of a private
placement of special warrants at a price of $1.25 per special
warrant. (Refer to Note 10)

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 U.R.B.A. Holdings Inc. and Urbana
Enterprises Corp. Urbana Enterprises Corp. was formed effective
March 10, 2000, when Urbana Enterprises, Enersphere and E-Bill
were amalgamated under the statutory laws of the Province of
Ontario. 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 amortizes goodwill on a straight-line basis over five
years.

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 period.
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.

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.
Because the Company does not have any potentially dilutive
securities, the accompanying presentation is only of basic loss
per share.

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.

NOTE 3 - ACQUISITIONS

Urbana Enterprises

By agreement dated January 4, 2000, the Company's wholly-owned
subsidiary URBA, acquired 100% of the outstanding shares of
Urbana Enterprises, a company engaged in distribution of Linux
based set top boxes which are used as an alternative method of
delivering internet content. Urbana Enterprises was incorporated
November 18, 1998 in the province of British Columbia.

In consideration for the acquisition, URBA issued 3,000,000 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.

Pursuant to the terms of the agreement, the Company issued
3,000,000 common shares in trust to be held under the terms of a
trust agreement executed January 4, 2000 until such time as the
exchangeable shares are exchanged by their holders or all
remaining exchangeable shares are cancelled.

In anticipation of this acquisition, two shareholders of Urbana
Enterprises, each holding a 36.75% interest in Urbana
Enterprises, became directors of the Company effective July 21,
1999 and, subsequent to the acquisition, entered into five year
management contracts for an aggregate of Cdn$120,000 in year 1
and for amounts to be negotiated for years 2 through 5. In
addition, the Company has also agreed to grant a total of 400,000
stock options to these individuals pursuant to the Stock Option
Plan implemented in 1999.

This business combination has been accounted for using the
purchase method of accounting. The purchase price has been
allocated as follows:

Assets acquired at fair value:

         Current assets                $     17,716
         Capital assets                       7,387
         Goodwill                         1,093,102

                                          1,118,205

Liabilities assumed at fair value:

        Accounts payable                    (87,474)
        Due to related parties             (130,731)

Purchase price 3,000,000 shares at
$0.30 per share                         $   900,000

Urbana Enterprises had net losses totaling $193,171 for the
period from May 1, 1999 (inception) to the date of acquisition.

Goodwill arising on this acquisition is being amortized on a
straight-line basis over 5 years and amortization of $54,655 has
been recorded in the current period.

E-Bill

By agreement dated January 10, 2000, the Company's wholly-owned
subsidiary URBA, acquired 100% of the outstanding shares of E-
Bill, a company engaged in designing, developing and providing
electronic presentment and payment services to the business
community. E-Bill was incorporated May 27, 1999 in the province
of Ontario.

In consideration for the acquisition, URBA issued 2,950,000 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.

Pursuant to the terms of the agreement, the Company issued
2,950,000 common shares in trust to be held under the terms of a
trust agreement executed January 10, 2000 until such time as the
exchangeable shares are exchanged by their holders or all
remaining exchangeable shares are cancelled.

E-Bill had losses totaling $16,214 for the period from May 27,
1999 (inception) to the date of acquisition.

Subsequent to the acquisition, the Company signed three year
management contracts with the two principals of E-Bill in the
aggregate of Cdn$120,000 in year 1, Cdn$160,000 in year 2 and
Cdn$120,000 in year 3. In addition, the Company has also agreed
to grant a total of 200,000 stock options to these individuals
pursuant to the Stock Option Plan implemented in 1999.

This business combination has been accounted for using the
purchase method of accounting. The purchase price has been
allocated as follows:

Assets acquired at fair value:

         Current assets            $             9
         Capital assets                      4,646
         Goodwill                          812,645

                                           817,300

Liabilities assumed at fair value:

        Accounts payable                    (4,021)
        Due to related parties             (16,779)

Purchase price 2,950,000 shares at
$0.27 per share                            796,500

Goodwill arising on this acquisition is being amortized on a
straight-line basis over 5 years and amortization of $40,632 has
been recorded in the current period.

Enersphere

By agreement dated January 9, 2000, the Company's wholly-owned
subsidiary URBA, acquired 100% of the outstanding shares of
Enersphere, a content company that utilizes set top boxes as
their medium to deliver internet and intranet-based services to
customers. Enersphere was incorporated September 28, 1999 in the
province of Ontario.

In consideration for the acquisition, URBA paid $84,828 and
issued 4,500,000 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.

Pursuant to the terms of the agreement, the Company issued
4,500,000 common shares in trust to be held under the terms of a
trust agreement executed January 9, 2000 until such time as the
exchangeable shares are exchanged by their holders or all
remaining exchangeable shares are cancelled.

Enersphere had net losses totaling $114,917 for the period from
September 28, 1999 (inception) to the date of acquisition.

Subsequent to the acquisition, the Company signed two year
management contracts with the two principals of Enersphere in the
aggregate Cdn$160,000 in year 1 and Cdn$250,000 in year 2. In
addition, the Company has also agreed to grant a total of 200,000
stock options to these individuals pursuant to the Stock Option
Plan implemented in 1999.

Goodwill arising on this acquisition is being amortized on a
straight-line basis over 5 years and amortization of $86,486 has
been recorded in the current period.

This business combination has been accounted for using the
purchase method of accounting.  The purchase price has been
allocated as follows:

Assets acquired at fair value:

          Current assets             $       3,540
          Capital assets                    10,324
          Goodwill                       1,729,731

                                         1,743,595

Liabilities assumed at fair value:

          Accounts payable                 (28,995)
          Due to related parties           (99,772)

Purchase price $84,828 and
4,500,000 shares at $0.34 per share  $   1,614,828

NOTE 4 - LOANS PAYABLE

The Company has outstanding loans totaling $1,284,162 which bear
interest at an annual rate of 8%. These loans were due and
payable on March 15, 2000. The Company did not repay these loans
and as a result has offered the lenders the right to convert the
principal amount of the loan into units of the Company at a price
of $0.57 per unit. Each unit is comprised 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 that is being
conducted in Ontario, Quebec and British Columbia, Canada.

NOTE 5 - CAPITAL STOCK

During the quarter ended March 31, 2000 the following shares were
issued:

Common shares

The Company settled $40,000 due to a relative of a director by
the issuance of 100,000 restricted shares of common stock at a
price of $0.40 per share.

The Company settled a total of $99,900 of accounts payable by the
issuance of 333,000 restricted shares of common stock at a price
of $0.30 per share.

The Company settled $9,190 of accounts payable by the issuance of
22,975 restricted shares of common stock at a price of $0.40 per
share.

The Company issued 50,000 restricted shares of common stock, at a
price of $0.40 per share, as a retainer pursuant to a media
relations contract dated December 15, 1999.

Refer to Notes 3 and 10.

Exchangeable shares

The Company's subsidiary, URBA, issued a total of 10,450,000
exchangeable shares as consideration for the acquisitions of
Urbana Enterprises, E-Bill and Enersphere as described in Note 3.
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 and 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.

NOTE 6 - RELATED PARTY TRANSACTIONS

All amounts due to and from related parties are unsecured, non-
interest bearing, and have no specific terms of repayment.

Refer to Notes 3 and 5.

NOTE 7 - STOCK-BASED COMPENSATION

The Company has adopted a Stock Option Plan which will provide
options to purchase up to 2,000,000 common shares of the Company
for its employees, officers and directors.  The options that will
be granted pursuant to the Stock Option Plan are exercisable at a
price of $0.50 which is equal to the fair value of the common
shares at the time of adoption of the plan.
As at March 31, 2000, no stock-based compensation cost has been
recorded for any period and no stock options have been issued
under this plan.

NOTE 8 - INCOME TAXES

The Company has net operating loss carryforwards which result in
deferred tax assets. The realization of the benefits from these
deferred tax assets appears uncertain due to the Company's limited
operating history and continuing losses.  Accordingly, no benefit
has been recorded for deferred tax assets.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS
No. 107. Disclosures about Fair Value of Financial Instruments.
The estimated fair value amounts have been determined by the
Company, using available market information and appropriate
valuation methodologies.  The fair value of financial instruments
classified as current assets or liabilities including cash and
cash equivalents and notes and accounts payable approximate
carrying value due to the short-term maturity of the instruments.

Uncertainty Due to the Year 2000 Issue

The Year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year.  Date-sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed.  In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something
other than a date.  Although the change in date has occurred, it
is not possible to conclude that all aspects of the Year 2000
issue that may affect the Company, including those related to
customers, suppliers, or other third parties, have been fully
resolved.

NOTE 10 - SUBSEQUENT EVENTS

Financing Agreement

The Company entered into an Agency agreement effective April 10,
2000 with Groome Capital.com Inc. whereby the Company and Groome
will engage in a best efforts offering of up to 20,000,000
Special Warrants at a price of $1.25 per Special Warrant. 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 will
receive an Agent's Fee equal to 8% of the total amount raised
(reduced to 4% for investors on the President's List). In
addition, Groome has been granted non-assignable warrants to
acquire, without payment of additional consideration, 1 year
Compensation Options providing the right to purchase, at $1.25
per unit, a number of units equal to 10% of the number of Special
Warrants sold under this offering. To date the Company has
received subscriptions for 847,989 units with total proceeds of
$1,060,000.

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

Results of Operations

During the quarter the Company continued with its program to
develop Urbana.ca, Inc. ("Urbana") (formerly Integrated Carbonics
Corp.) into an operating company.

For the three months ended March 31, 2000, Urbana had a net loss
of $777,535 or $0.07 cents per share. This loss compares with a
loss of $193,931 or $0.02 cents per share for the corresponding
three-month period ended March 31, 1999.

During the quarter, a wholly-owned subsidiary company, changed
its name from ICC Integrated Carbonics (Canada) Corp. to U.R.B.A.
Holdings Inc. ("URBA").

During the quarter the Company acquired through URBA 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 distribution of set top boxes.  The
companies acquired were Urbana.ca Enterprises Corp. ("Urbana
Enterprises"), E-Bill Direct Inc. ("E-Bill"), and Enersphere.com,
Inc. ("Enersphere").  On March 10, 2000 these companies were
amalgamated under the statutory laws of the province of Ontario
to form Urbana Enterprises Corp.

Urbana Enterprises

Urbana Enterprises was incorporated November 18, 1998 in the
province of British Columbia.  Urbana Enterprises is engaged in
the distribution of Linux based set top boxes used as an
alternative method of delivering Internet content.  From
inception (second quarter in 1999) to the date of acquisition,
losses totaled $193,171.  Comparative pro forma financial
information is therefore not available in this quarter.

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 Company 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 Company shares. Any
exchangeable share not exchanged within 25 years is to be
cancelled.

The terms of the acquisition agreement required the Company to
issue 3,000,000 common shares to ensure URBA has sufficient
shares of the Company 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 Company signed five-year
management contracts with the two principals The Company agreed
to grant a total of 400,000 stock options to these individuals.

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 with amortization
of $54,655 recorded during the quarter.

E-Bill

E-Bill was incorporated May 27, 1999 in the province of Ontario.
E-Bill is engaged in designing, developing and providing
electronic presentment and payment services to the business
community.  From inception (second quarter in 1999) to the date
of acquisition, losses totaled $16,214.  Comparative pro-forma
financial information for 1999 is therefore not available in this
quarter.

In consideration of the acquisition, URBA issued 2,950,000 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.  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 Company shares. Any
exchangeable share not exchanged within 25 years is to be cancelled.

The terms of the acquisition agreement required the Company to
issue 2,950,000 common shares to ensure URBA has sufficient
shares of the Company 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 Company signed three-year
management contracts with the two principals.  The Company 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 with
amortization of $40,632 recorded during the quarter.

Enersphere

Enersphere was incorporated September 28, 1999 in the province of
Ontario.  Enersphere is a content company that utilizes set top
boxes as their medium to deliver internet and intranet-based
services to customers. From inception (third quarter in 1999) to
the date of acquisition, losses totaled $114,917.  Comparative
pro-forma financial information for 1999 is therefore not
available in this quarter.

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 Company 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
Company shares. Any exchangeable share not exchanged within 25
years is to be cancelled

The terms of the acquisition agreement required the Company to
issue 4,500,000 common shares to ensure URBA has sufficient
shares of the Company 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 Company signed two-year
management contracts with the two principals. The Company 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 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 with amortization of $86,486
recorded during the quarter.

Liquidity and Capital Resources

Urbana is a development stage enterprise.  The Company has no
revenue and is continuing to incur substantial costs in
connection with pursuing the development of its business.  The
Company's continued existence is dependent on its ability to
obtain sufficient financing to meet its financial needs.

At March 31, 2000 the Company had working capital of $187,297.
This compares with a working capital deficiency of $135,985 at
March 31, 1999.

During the quarter the Company settled debts of $40,000 due to a
relative of a director of the Company by the issuance of 100,000
restricted shares at $0.40 per share.  The Company settled a
total of $99,900 of accounts payable by the issuance of 333,000
restricted shares at $0.30 per share and $9,190 of accounts
payable by the issuance of 22,975 restricted shares at $0.40 per
share.  The Company issued 50,000 restricted shares at $0.40 per
share as a retainer on a media relations contract.  As
consideration for the acquisition of the three subsidiaries
during the quarter, URBA issued a total of 10,450,000
exchangeable shares.

During the quarter the Company received loans of $1,224,162 for
total loans of $1,284,162.  These loans bear interest at an
annual rate of 8% and were due and payable on March 15, 2000.
The Company did not repay these loans and as a result has offered
the lenders the right to convert the principal into units of the
Company at a price of $0.57 per unit.  Each unit is comprised 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 share at a price of $5.00 per share.
This offer is to be made by way of a prospectus that is being
conducted in Ontario, Quebec and British Columbia in Canada.

Subsequent to the quarter, the Company entered into an Agency
agreement with Groome Capital.com Inc. ("Groome") whereby the
Company and Groome will engage in a best efforts offering of up
to 20,000,000 Special Warrants at a price of $1.25 per Special
Warrant.  Each Special Warrant is convertible into one 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 will receive an Agent's Fee equal to 8% of the total
amount raised (reduced to 4% for investors on the President's
List).  Groome has also been granted non-assignable warrants to
acquire, without payment, one year Compensation Options which
provide the right to purchase, at $1.25 per unit, a number of
units equal to 10% of the number of Special Warrants sold under
this offering.  To date the Company has received subscriptions
for 847,989 units with total proceeds of $1,060,000.

The Company intends to use the proceeds from the financing to
fund operating deficits, research and development, joint venture
agreements, acquisitions and working capital.

Capital Expenditures.

No material capital expenditures were made during the quarter
ended on March 31, 2000.

Year 2000 Issue.

The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year.  Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed.  In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date.  The effects of the Year 2000 issue
may be experienced after January 1, 2000, and if not addressed,
the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect the
Registrant's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant.  It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Registrant, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.

The Registrant currently believes that its systems are Year 2000
compliant in all material respects.  Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences  (such
as significant downtime for one or more of its suppliers) or
material costs caused by undetected errors or defects in the
technology used in its internal systems.  Furthermore, the
purchasing patterns of consumers may be affected by Year 2000
issues.  The Registrant does not currently have any information
about the Year 2000 status of its potential material suppliers.
The Registrant's Year 2000 plans are based on management's best
estimates.

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.

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.

In January, 2000, the Registrant formally completed the
acquisition of one British Columbia corporation (Urbana.ca
Enterprises Corporation) and two Ontario corporations
(Enersphere.com, Inc. and E-Bill Direct, Inc.) (collectively,
"Acquired Entities").  These acquisitions were completed with the
execution of a Share Exchange and Share Purchase Agreement with
each company wherein the shareholders of each Acquired Entity
received Exchangeable Non-Voting shares in the capital of URBA
Holdings Inc. that are exchangeable on a one-for-one basis to
restricted common shares in the capital of the Registrant (see
Exhibits 10.6, 10.7, and 10.8 to this Form 10-QSB).  The
aggregate consideration paid for the Acquired Entities was
10,450,000 common shares of the Registrant (after conversion)
plus $84,828 CDN in cash payments to Enersphere.com, Inc.  All
consideration is paid in full.

In January, 2000, Urbana.ca Enterprises Corp. entered into an
Exclusivity Agreement with Eagle Wireless International, Inc. of
League City, Texas (see Exhibit 10.9 to this Form 10-QSB). Within
the terms of this Agreement, Eagle has agreed to manufacture and
sell Set-Top Boxes to the Registrant and granted exclusive right
to the Registrant to sell Eagle Manufactured STBs in Canada in
return for certain volume p/purchases by the Registrant over a 24
month period.  The Registrant also entered into a License
Agreement with USA Video of Mystic, Connecticut wherein certain
compression technology developed by USA Video will be embedded in
STBs manufactured by Eagle and sold by the Registrant.

In March 2000, the Registrant undertook the merger of the three
Acquired Entities into Urbana Enterprises Corp., an Ontario
registered corporation wholly owned by the Registrant (see
Exhibit 2.2 to this Form 10-QSB).  The resulting corporate
structure has the Registrant, which operates as a financing and
holding Registrant for its two wholly owned subsidiaries: (a)
URBA Holdings Inc. a non-operating subsidiary which facilitated
the acquisition of the subsidiaries; and (b) Urbana Enterprises
Corp., an Ontario registered corporation which is the operating,
wholly owned subsidiary company established to execute the
business plan of the Registrant.

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

(a)  Reports on Form 8-K.  The following report on Form 8-K were
filed during the first quarter of the fiscal year covered by this
Form 10-QSB, as follows:

A Form 8-K was filed on March 30, 2000 which reflected the
following: (1) Effective on January 26, 2000, the independent
accountant who was previously engaged as the principal accountant
to audit the Registrant's financial statements, Kurt D. Saliger,
C.P.A., resigned; and (b) effective on January 27, 2000, the firm
of LaBonte & Co. was engaged to serve as the new principal
accountant to audit the Registrant's financial statements.

(b)  Exhibits.  Exhibits included or incorporated by reference herein:
See Exhibit Index.

                                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 15, 2000                By: /s/ Jason Cassis
                                   Jason Cassis, Chief Executive Officer

                             EXHIBIT INDEX

Exhibit                        Description
No.
2.1     Articles of Merger 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     Amalgation Agreement between Urbana.ca Enterprises Corp.,
        Enersphere.com, Inc., and E-Bill Direct Inc., dated March 3, 2000
       (see below).

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

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

10.1 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).

10.2 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).

10.3 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).

10.4 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).

10.5 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).

10.6 Share Exchange and Share Purchase Agreement between the
     Registrant, ICC Integrated Carbonics (Canada) Corp., and
     Enersphere.com, Inc., dated December 1, 1999 (see below).

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 (see below).

10.8 Share Exchange and Share Purchase Agreement between the
     Registrant, ICC Integrated Carbonics (Canada) Corp., and E-Bill
     Direct, Inc., dated January 10, 2000 (see below).

10.9 Exclusivity Agreement between Urbana.ca Enterprises Corp.
     and Eagle Wireless International, Inc., dated January 17, 2000.

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

27   Financial Data Schedule (see below).