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

                                         FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

                Nevada                               88-0393257
       (State of Incorporation)               (I.R.S. Employer ID No.)

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

                     Retainer Stock Plan for Non-Employee
                           Directors and Consultants
                           (Full title of the Plan)

               Brian F. Faulkner, A Professional Law Corporation,
         3900 Birch Street, Suite 113, Newport Beach, California 92660
                   (Name and address of agent for service)

                                 (949) 975-0544
      (Telephone number, including area code, of agent for service)


                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock              400,000       $0.001      $400     $0.10

(1)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Retainer Stock Plan for Non-Employee Directors and Consultants,
attached as Exhibit 4.1 to this  Form S-8.

Part I

Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information And Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and
(ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

Part II.  Information Required In The Registration Statement

Item 3.  Incorporation Of Documents By Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended December 31, 2000.

(b)  All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

(c)  A description of the securities of the Registrant is
contained in a Form SB-2/A filed on March 27, 2001.

All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description Of Securities.

Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.

No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

Item 6.  Indemnification Of Directors And Officers.

Limitation of Liability.

No director of the Registrant will have personal liability to
the company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director or officers involving any
act or omission of any such director or officer.  The foregoing
provision shall not eliminate or limit the liability of a director:

for any breach of the director's duty of loyalty to the
Registrant or its stockholders;

for acts of omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law;

under applicable Sections of the Nevada Revised Statutes;

the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes; or

for any transaction from which the director derived an
improper personal benefit.

Any repeal or modification of this Article by the stockholders of
the Registrant shall be prospective only and shall not adversely
affect any limitation on the personal liability of a director or
officer of the Registrant for acts or omissions prior to such
repeal or modification.

Indemnification.

The bylaws of the Registrant provide the following with
respect to indemnification:

Every person who was or is a party or is threatened to be made
a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person of whom he is the legal
representative is or was a director or officer of the Registrant or
is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant or for its benefit as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the
State of Nevada from time to time against all expenses, liability
and loss (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by him in connection therewith.  The expenses of  officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the Registrant as they are incurred and
in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Registrant.  Such right of
indemnification shall be a contract right which may be enforced in
any manner desired by such person.  Such right of indemnification
shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law or
otherwise, as well as their rights under this Article.

The board of directors may cause the Registrant to purchase
and maintain insurance on behalf of any person who is or who was a
director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another
corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising
out of such status, whether or not the Registrant would have the
power to indemnify such person.

The board of directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and such
Bylaws to provide at all times the fullest indemnification
permitted by the Nevada Revised Statutes.

NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification may not be made
for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:

By the stockholders;

By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;

If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or

If a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.

The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

The creation of a trust fund.

The establishment of a program of self-insurance.

The securing of its obligation of indemnification by granting
a security interest or other lien on any assets of the corporation.

The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

In the absence of fraud:

The decision of the board of directors as to the propriety of
the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

The insurance or other financial arrangement:

Is not void or voidable; and

Does not subject any director approving it to personal
liability for his action, even if a director approving
the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.

A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS.

Item 7.  Exemption From Registration Claimed.

Not Applicable

Item 8.  Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
Cambridge, Province of Ontario, on June 1, 2001.

                                            Urbana.ca, Inc.
                                            By:  /s/ David M. Groves
                                            David M. Groves, President

                       Special Power of Attorney

The undersigned constitute and appoint David M. Groves their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form   S-8 Registration Statement,
and to file the same with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                              Date

/s/ David M. Groves          President/Chief Executive          June 1, 2001
David M. Groves              Officer/Director

/s/  Greg Alexanian          Director                           June 1, 2001
Greg Alexanian

/s/  Robert S. Tyson         Vice President/Secretary/Treasurer June 1, 2001
Robert S. Tyson              (principal financial and
                             accounting officer)/Director

/s/  Rick Whittaker          Vice President, Business           June 1, 2001
Rick Whittaker               Development/Director

                                  EXHIBIT INDEX

Number                             Exhibit Description

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

4.2     Consulting Agreement between the Registrant and Jacob
        Angrest, dated March 29, 2001 (see below).

4.3     Media Consulting Contract between the Registrant and
        Loretta Paul, doing business as Gruntwerk Media
        Enterprises, dated April 2, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).

                                   EX-4.2

                            CONSULTING AGREEMENT


This Consulting Agreement (the "Agreement") is made this 29th
day of March, 2001.

BETWEEN Jacob Angrest, (the "Consultant") of 2063 Mill Avenue,
Brooklyn, New York, 11234

                                     AND

Urbana.ca, Inc. (the "Company") a Nevada Corporation with
offices located at 750 West Pender Street, Suite 804, Vancouver,
BC, Canada, V6C-2T8.

WHEREAS the Consultant possesses certain expertise and ability
to oversee the development of certain software applications
required by the Company as an overlay feature to its LocalNet
portals; and,

WHEREAS the Company requires the completion of certain
software as described herein.

NOW THEREFORE the parties named herein agree to retain the
Consultant to complete the overlay feature software under the terms
and conditions described herein.

                                    TERMS

1. Deliverables

Within the time of completion as described herein, the
Consultant shall complete and deliver all source codes, access
codes, encryption codes and access to version .1.0 of the Portal
Overlay software to be used exclusively by the Company as a user
feature of its LocalNet Portals. Furthermore, the software shall be
tested by Urbana technicians prior to acceptance.

2. Term of Engagement

This agreement shall be effective from the date first written
above for a period of 120 days and shall be cancelable by either
party on 30 days written notice.

3. Effect of Termination

In the event of termination by either party, all work product
completed to the date of notice shall be deliverable to the
Company. All work product and underlying code(s) are the property
of the Company.

4. Retainer and Expenses

Consultant agrees to accept a retainer and payment for all
deliverables and expenses of 150,000 common shares in the capital
of the Company. Said shares shall be unrestricted and be validly
issued as fully paid. The shares shall be issued to Jacob Angrest
and delivered to the address of the Consultant as it appears above.

5. Conditions and Effective Date

This agreement shall not take effect and Consultant shall have
no obligations under this Agreement until such time as the shares
issued in consideration of performance of this Agreement are issued
and registered.

6. Assignment

This Agreement may not be assigned by either party without the
written consent of the other party. Such consent shall not be
unreasonably withheld.

7. Jurisdiction

Any disputes arising from this Agreement shall be settled
under the laws of the State of Nevada.

8. Entire Agreement

This contract represents the entire agreement between the
parties named herein. It is acknowledged by both parties that they
may be required to enter into certain agreements or file disclosure
documents with the SEC in the course of registering the shares
described herein.

IN WITNESS WHEREOF, this contract is entered into as of the
day first written above.

URBANA.CA, INC.                                   CLIENT


By: /s/  David M. Groves                          /s/  Jacob Angrest
David M. Groves                                   Jacob Angrest
Title: President/CEO

                                       EX-4.3

                           MEDIA CONSULTING CONTRACT


This Media Consulting Contract (the "Contract") is made this
2nd day of April, 2001 by and between Urbana.ca, Inc., a Nevada
corporation (the "Client"), with offices located at 750 - West
Pender Street, Suite 804, Vancouver, BC, Canada, V6C-2T8, and
Loretta Paul (the "Consultant"), d.b.a. Gruntwerk Media
Enterprises, a sole proprietorship with offices at 5800 Andrews
Road, Suite 115, Richmond, BC, V7E-6M2.

In consideration of the mutual promises of the parties hereto,
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1.  Conditions and Effective Date

This Contract shall not take effect, and consultant shall have
no obligation to provide services as described herein, until client
pays the retainer set forth below and returns a signed copy of this
Contract, however, the effective date shall be retroactive to the
date Consultant first provides services.

2.  Scope of Duties

Client herby hires Consultant to provide media related
consulting services in connection with the operations of its
business plan as it pertains to the ergonomic design, imaging,
media exposure and sale of the Company's "set-top box" product line
as well as design and artistic rendering of content pages on the
Company's LocalNet Portals. Consultant also agrees to provide same
general services for any peripheral products developed or marketed
by the Client. Such services shall also provide advertising liaison
from time to time as required.

3.  Term of Engagement and Termination

The term of engagement shall be for one (1) year from the
effective date and may be terminated by either party on 30 days
written notice.

4.  Retainer and Expenses

Consultant agrees to accept a retainer of 250,000 shares in
the capital of the Client. Said shares shall be validly issued as
fully paid and unrestricted Common Shares. The shares shall also be
full compensation to the Consultant for all expenses incurred by
the Consultant in performance of this Contract. The shares shall be
issued to Loretta Paul and be delivered forthwith to the
Consultant's address as appears above.

5.  Assignment

This Contract may not be assigned by either party without the
written consent of the other party wherein such consent shall not
be unreasonable withheld.

6.  Entire Agreement

This Contract represents the entire agreement between the
parties hereto. It is acknowledged by both parties that they may be
required to enter into certain agreements or file documents with
the SEC in the course of registering the shares described herein.

IN WITNESS WHEREOF, the parties have caused this Contract to
be executed and delivered as of the date first written above.

CLIENT:                                      CONSULTANT:

Urbana.ca, Inc                               Loretta Paul
d.b.a. Gruntwerk Media
Enterprises


By: /s/  David M. Groves                    /s/  Loretta Paul
David M. Groves, President                  Loretta Paul

                                   EX-5

                          OPINION RE: LEGALITY

                              Brian F. Faulkner
                        A Professional Law Corporation
                        3900 Birch Street, Suite 113
                       Newport Beach, California 92660
                              (949) 975-0544


                               May 25, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Urbana.ca, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Urbana.ca, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of 400,000
shares of its common stock ("Shares"), $0.001 par value per
Share.  The Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.

In my representation I have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the
time of each issuance and sale of the Shares, the Company will be
a corporation validly existing and in good standing under the
laws of the State of Nevada.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as originals,
the conformity to the originals of all documents submitted to me
as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies.  I have also assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given
and to be accurate.

(c)  My opinion is based solely on and limited to
the federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                                   EX-23.1

                           CONSENT OF ACCOUNTANT

                              LaBonte & Co.
                         Chartered Accountants
                 1095 West Pender Street, Suite 1205
                 Vancouver, British Columbia V6E 2M6
                            (604) 682-2778


                                May 29, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Urbana.ca, Inc. - Form S-8

Dear Sir/Madame:

As chartered accountants, we hereby consent to the inclusion
or incorporation by reference in this Form S-8 Registration
Statement dated May 29, 2001, of the following:

Our report to the Stockholders and Directors dated March 7,
2001 for the fiscal years ended December 31, 2000 and 1999.

Our report dated March 31, 2000 to the Directors of
Enersphere.com, Inc. for the period from September 28, 1999 to
January 8, 2000.

Our report dated March 31, 2000 to the Directors of Urbana.ca
Enterprises Corp. for the period from May 1, 1999 to January 3, 2000.

Our report dated March 31, 2000 to the Directors of E-Bill
Direct Inc. for the period from May 27, 1999 to January 9, 2000.

In addition, we consent to all references to our firm included in
this Registration Statement.

Sincerely,


/s/  LaBonte & Co.
LaBonte & Co.

                                        EX-23.2

                                  CONSENT OF COUNSEL

                                   Brian F. Faulkner
                           A Professional Law Corporation
                            3900 Birch Street, Suite 113
                           Newport Beach, California 92660
                                    (949) 975-0544


                                      May 25, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Urbana.ca, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Urbana.ca, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of 400,000
shares of its common stock ("Shares"), $0.001 par value per
Share.  The Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.
I hereby consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.
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U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                         FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                Nevada                               88-0393257
       (State of Incorporation)               (I.R.S. Employer ID No.)

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

                     Retainer Stock Plan for Non-Employee
                           Directors and Consultants
                           (Full title of the Plan)

               Brian F. Faulkner, A Professional Law Corporation,
         3900 Birch Street, Suite 113, Newport Beach, California 92660
                   (Name and address of agent for service)

                                 (949) 975-0544
      (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock              400,000       $0.001      $400     $0.10

(1)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Retainer Stock Plan for Non-Employee Directors and Consultants,
attached as Exhibit 4.1 to this  Form S-8.

Part I

Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information And Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and
(ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

Part II.  Information Required In The Registration Statement

Item 3.  Incorporation Of Documents By Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended December 31, 2000.

(b)  All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

(c)  A description of the securities of the Registrant is
contained in a Form SB-2/A filed on March 27, 2001.

All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description Of Securities.

Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.

No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

Item 6.  Indemnification Of Directors And Officers.

Limitation of Liability.

No director of the Registrant will have personal liability to
the company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director or officers involving any
act or omission of any such director or officer.  The foregoing
provision shall not eliminate or limit the liability of a director:

for any breach of the director's duty of loyalty to the
Registrant or its stockholders;

for acts of omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law;

under applicable Sections of the Nevada Revised Statutes;

the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes; or

for any transaction from which the director derived an
improper personal benefit.

Any repeal or modification of this Article by the stockholders of
the Registrant shall be prospective only and shall not adversely
affect any limitation on the personal liability of a director or
officer of the Registrant for acts or omissions prior to such
repeal or modification.

Indemnification.

The bylaws of the Registrant provide the following with
respect to indemnification:

Every person who was or is a party or is threatened to be made
a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person of whom he is the legal
representative is or was a director or officer of the Registrant or
is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant or for its benefit as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the
State of Nevada from time to time against all expenses, liability
and loss (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by him in connection therewith.  The expenses of  officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the Registrant as they are incurred and
in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Registrant.  Such right of
indemnification shall be a contract right which may be enforced in
any manner desired by such person.  Such right of indemnification
shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law or
otherwise, as well as their rights under this Article.

The board of directors may cause the Registrant to purchase
and maintain insurance on behalf of any person who is or who was a
director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another
corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising
out of such status, whether or not the Registrant would have the
power to indemnify such person.

The board of directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and such
Bylaws to provide at all times the fullest indemnification
permitted by the Nevada Revised Statutes.

NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification may not be made
for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:

By the stockholders;

By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;

If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or

If a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.

The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

The creation of a trust fund.

The establishment of a program of self-insurance.

The securing of its obligation of indemnification by granting
a security interest or other lien on any assets of the corporation.

The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

In the absence of fraud:

The decision of the board of directors as to the propriety of
the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

The insurance or other financial arrangement:

Is not void or voidable; and

Does not subject any director approving it to personal
liability for his action, even if a director approving
the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.

A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS.

Item 7.  Exemption From Registration Claimed.

Not Applicable

Item 8.  Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
Cambridge, Province of Ontario, on June 1, 2001.

                                            Urbana.ca, Inc.
                                            By:  /s/ David M. Groves
                                            David M. Groves, President

                       Special Power of Attorney

The undersigned constitute and appoint David M. Groves their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form   S-8 Registration Statement,
and to file the same with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                              Date

/s/ David M. Groves          President/Chief Executive          June 1, 2001
David M. Groves              Officer/Director

/s/  Greg Alexanian          Director                           June 1, 2001
Greg Alexanian

/s/  Robert S. Tyson         Vice President/Secretary/Treasurer June 1, 2001
Robert S. Tyson              (principal financial and
                             accounting officer)/Director

/s/  Rick Whittaker          Vice President, Business           June 1, 2001
Rick Whittaker               Development/Director

                                  EXHIBIT INDEX

Number                             Exhibit Description

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

4.2     Consulting Agreement between the Registrant and Jacob
        Angrest, dated March 29, 2001 (see below).

4.3     Media Consulting Contract between the Registrant and
        Loretta Paul, doing business as Gruntwerk Media
        Enterprises, dated April 2, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).

                                   EX-4.2

                            CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is made this 29th
day of March, 2001.

BETWEEN Jacob Angrest, (the "Consultant") of 2063 Mill Avenue,
Brooklyn, New York, 11234

                                     AND

Urbana.ca, Inc. (the "Company") a Nevada Corporation with
offices located at 750 West Pender Street, Suite 804, Vancouver,
BC, Canada, V6C-2T8.

WHEREAS the Consultant possesses certain expertise and ability
to oversee the development of certain software applications
required by the Company as an overlay feature to its LocalNet
portals; and,

WHEREAS the Company requires the completion of certain
software as described herein.

NOW THEREFORE the parties named herein agree to retain the
Consultant to complete the overlay feature software under the terms
and conditions described herein.

                                    TERMS

1. Deliverables

Within the time of completion as described herein, the
Consultant shall complete and deliver all source codes, access
codes, encryption codes and access to version .1.0 of the Portal
Overlay software to be used exclusively by the Company as a user
feature of its LocalNet Portals. Furthermore, the software shall be
tested by Urbana technicians prior to acceptance.

2. Term of Engagement

This agreement shall be effective from the date first written
above for a period of 120 days and shall be cancelable by either
party on 30 days written notice.

3. Effect of Termination

In the event of termination by either party, all work product
completed to the date of notice shall be deliverable to the
Company. All work product and underlying code(s) are the property
of the Company.

4. Retainer and Expenses

Consultant agrees to accept a retainer and payment for all
deliverables and expenses of 150,000 common shares in the capital
of the Company. Said shares shall be unrestricted and be validly
issued as fully paid. The shares shall be issued to Jacob Angrest
and delivered to the address of the Consultant as it appears above.

5. Conditions and Effective Date

This agreement shall not take effect and Consultant shall have
no obligations under this Agreement until such time as the shares
issued in consideration of performance of this Agreement are issued
and registered.

6. Assignment

This Agreement may not be assigned by either party without the
written consent of the other party. Such consent shall not be
unreasonably withheld.

7. Jurisdiction

Any disputes arising from this Agreement shall be settled
under the laws of the State of Nevada.

8. Entire Agreement

This contract represents the entire agreement between the
parties named herein. It is acknowledged by both parties that they
may be required to enter into certain agreements or file disclosure
documents with the SEC in the course of registering the shares
described herein.

IN WITNESS WHEREOF, this contract is entered into as of the
day first written above.

URBANA.CA, INC.                                   CLIENT

By: /s/  David M. Groves                          /s/  Jacob Angrest
David M. Groves                                   Jacob Angrest
Title: President/CEO

                                       EX-4.3

                           MEDIA CONSULTING CONTRACT

This Media Consulting Contract (the "Contract") is made this
2nd day of April, 2001 by and between Urbana.ca, Inc., a Nevada
corporation (the "Client"), with offices located at 750 - West
Pender Street, Suite 804, Vancouver, BC, Canada, V6C-2T8, and
Loretta Paul (the "Consultant"), d.b.a. Gruntwerk Media
Enterprises, a sole proprietorship with offices at 5800 Andrews
Road, Suite 115, Richmond, BC, V7E-6M2.

In consideration of the mutual promises of the parties hereto,
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1.  Conditions and Effective Date

This Contract shall not take effect, and consultant shall have
no obligation to provide services as described herein, until client
pays the retainer set forth below and returns a signed copy of this
Contract, however, the effective date shall be retroactive to the
date Consultant first provides services.

2.  Scope of Duties

Client herby hires Consultant to provide media related
consulting services in connection with the operations of its
business plan as it pertains to the ergonomic design, imaging,
media exposure and sale of the Company's "set-top box" product line
as well as design and artistic rendering of content pages on the
Company's LocalNet Portals. Consultant also agrees to provide same
general services for any peripheral products developed or marketed
by the Client. Such services shall also provide advertising liaison
from time to time as required.

3.  Term of Engagement and Termination

The term of engagement shall be for one (1) year from the
effective date and may be terminated by either party on 30 days
written notice.

4.  Retainer and Expenses

Consultant agrees to accept a retainer of 250,000 shares in
the capital of the Client. Said shares shall be validly issued as
fully paid and unrestricted Common Shares. The shares shall also be
full compensation to the Consultant for all expenses incurred by
the Consultant in performance of this Contract. The shares shall be
issued to Loretta Paul and be delivered forthwith to the
Consultant's address as appears above.

5.  Assignment

This Contract may not be assigned by either party without the
written consent of the other party wherein such consent shall not
be unreasonable withheld.

6.  Entire Agreement

This Contract represents the entire agreement between the
parties hereto. It is acknowledged by both parties that they may be
required to enter into certain agreements or file documents with
the SEC in the course of registering the shares described herein.

IN WITNESS WHEREOF, the parties have caused this Contract to
be executed and delivered as of the date first written above.

CLIENT:                                      CONSULTANT:

Urbana.ca, Inc                               Loretta Paul
d.b.a. Gruntwerk Media
Enterprises

By: /s/  David M. Groves                    /s/  Loretta Paul
David M. Groves, President                  Loretta Paul

                                   EX-5

                          OPINION RE: LEGALITY

                              Brian F. Faulkner
                        A Professional Law Corporation
                        3900 Birch Street, Suite 113
                       Newport Beach, California 92660
                              (949) 975-0544

                               May 25, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Urbana.ca, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Urbana.ca, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of 400,000
shares of its common stock ("Shares"), $0.001 par value per
Share.  The Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.

In my representation I have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the
time of each issuance and sale of the Shares, the Company will be
a corporation validly existing and in good standing under the
laws of the State of Nevada.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as originals,
the conformity to the originals of all documents submitted to me
as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies.  I have also assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given
and to be accurate.

(c)  My opinion is based solely on and limited to
the federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                                   EX-23.1

                           CONSENT OF ACCOUNTANT

                              LaBonte & Co.
                         Chartered Accountants
                 1095 West Pender Street, Suite 1205
                 Vancouver, British Columbia V6E 2M6
                            (604) 682-2778

                                May 29, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Urbana.ca, Inc. - Form S-8

Dear Sir/Madame:

As chartered accountants, we hereby consent to the inclusion
or incorporation by reference in this Form S-8 Registration
Statement dated May 29, 2001, of the following:

Our report to the Stockholders and Directors dated March 7,
2001 for the fiscal years ended December 31, 2000 and 1999.

Our report dated March 31, 2000 to the Directors of
Enersphere.com, Inc. for the period from September 28, 1999 to
January 8, 2000.

Our report dated March 31, 2000 to the Directors of Urbana.ca
Enterprises Corp. for the period from May 1, 1999 to January 3, 2000.

Our report dated March 31, 2000 to the Directors of E-Bill
Direct Inc. for the period from May 27, 1999 to January 9, 2000.

In addition, we consent to all references to our firm included in
this Registration Statement.

Sincerely,

/s/  LaBonte & Co.
LaBonte & Co.

                                        EX-23.2

                                  CONSENT OF COUNSEL

                                   Brian F. Faulkner
                           A Professional Law Corporation
                            3900 Birch Street, Suite 113
                           Newport Beach, California 92660
                                    (949) 975-0544

                                      May 25, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Urbana.ca, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Urbana.ca, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of 400,000
shares of its common stock ("Shares"), $0.001 par value per
Share.  The Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.
I hereby consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.