Registration No. ___________

                       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
         (State or Other Jurisdiction of Incorporation or Organization)
                                   88-0393257
                      (I.R.S. Employer Identification No.)

                        750 West Pender Street, Suite 804
                       Vancouver, British Columbia V6C 2T8
                    (Address of Principal Executive Offices)
<TABLE>
<CAPTION>
<S>     <C>

 CONSULTING AGREEMENT DATED AS OF NOVEMBER 14, 2001 BETWEEN URBANA.CA, INC. AND BRIAN FAULKNER
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND STEVEN GRAY
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND LYNN COVERDALE
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND KIM KIMATRAI
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND MIKE PELLETIER
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND GREG HARROLD
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND ED DEAN
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND CHRIS FORSYTH
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND KEN RASTIN
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND DARCY DAVIS
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND MARTIN PARREST
                            (Full Title of the Plan)
</TABLE>

                                 DAVID M. GROVES
                        750 WEST PENDER STREET, SUITE 804
                       VANCOUVER, BRITISH COLUMBIA V6C 2T8
                     (Name and Address of Agent For Service)

                                 (604) 682-8445
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                             Clayton E. Parker, Esq.
                               Troy J. Rillo, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

============================================================================================================
                                          PROPOSED MAXIMUM     PROPOSED MAXIUMUM
TITLE OF SECURITIES         AMOUNT         OFFERING PRICE      AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED       TO BE REGISTERED     PER SHARE (1)          PRICE (1)(2)      REGISTRATION FEE (1)(2)
------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                 <C>                      <C>

Common Stock, par
value $0.001 per share  1,163,660 shares       $0.01               $11,636.60               $2.78
------------------------------------------------------------------------------------------------------------

(1)    Pursuant to Rule  457(h)(1)  of the  Securities  Exchange  Act of 1934,  the  proposed  maximum
       offering price per share,  proposed maximum aggregate offering price and amount of registration
       fee were  computed  based  upon the  average of the high and low prices of the shares of Common
       Stock on January 18, 2002.
</TABLE>



<PAGE>

                                     PART I


                          INFORMATION REQUIRED IN THIS
                            SECTION 10(a) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.


                                     PART II


                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

      The following documents have been previously filed by Urbana.ca, Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  and
are hereby  incorporated  by reference  into this  Registration  Statement as of
their respective dates:

            (a) The Company's  Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed with the Commission on March 30, 2001.

            (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  registrant
document referred to in (a) above.

            (c)  The description of the Company's  Common Stock contained in its
Registration  Statement  on Form SB-2  filed with the  Commission  on October 2,
2001, as amended,  pursuant to the Act,  including any amendment or report filed
for the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the  consulting  agreements  that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.


ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

      Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

      Not Applicable.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------


LIMITATION OF LIABILITY

      No director of the Company 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,  unless it involves such things as a breach of the  director's  duty of
loyalty to the Company or its stockholders;  acts of omissions not in good faith
or, which  involve  intentional  misconduct  or a knowing  violation of law; the
payment of dividends in  violation  of Nevada law; or for any  transaction  from
which the director derived an improper personal benefit.


INDEMNIFICATION

      The  bylaws  of the  Company  provide  that  any  person  who  is a  legal
representative,  or officer or director of the Company is to be indemnified  and
held harmless  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 Company 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 Company.

      The board of  directors  may cause the  Company to purchase  and  maintain
insurance on behalf of any person who is or who was a director or officer of the
Company,  or is or was  serving at the  request of the  Company 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 Company would have the power to indemnify such person.


NEVADA LAWS

      Nevada Revised Statutes 78.7502, 751, and 752 have similar provisions that
provide for discretionary and mandatory indemnification of officers,  directors,
employees, and agents of a corporation. Under these provisions, such persons may
be indemnified by a corporation  against  expenses,  including  attorney's fees,
judgment, 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 opposed to the
best  interests of the  corporation  and with respect to any criminal  action or
proceeding,  had not reasonable cause to any action, suit or proceeding, had not
reasonable cause to believe his conduct was unlawful.

      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,  or in defense of any claim, issue or matter, he must be indemnified
by a corporation  against  expenses,  including  attorney's  fees,  actually and
reasonably incurred by him in connection with the defense.

      Any  indemnification,   unless  ordered  by  a  court  or  advanced  by  a
corporation,  must be made  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:

        o     By the stockholders;

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

        o     If a majority  vote of a quorum  consisting  of directors who were
              not parties to the act, suit or proceeding cannot be obtained,  by
              independent legal counsel in a written opinion; or

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

        o     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 the  director or officer to repay the amount if it

<PAGE>
              is ultimately determined by a court of competent jurisdiction that
              he is not entitled to be indemnified by a corporation.

      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, a corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.


SEC POSITION ON INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small  business  issuer  has been  advised  that in the  opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

      Not applicable.


<PAGE>

<TABLE>
<CAPTION>

Item 8.  Exhibits.
EXHIBIT NO.     DESCRIPTION                                   LOCATION
-----------     ------------------------------                --------
<S>             <C>                                           <C>

4.1             Consulting Agreement dated as of November     Provided herewith
                14, 2001 between Urbana.ca, Inc. and Brian
                Faulkner

4.2             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Steven
                Gray

4.3             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Lynn
                Coverdale

4.4             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Kim
                Kimatrai


4.5             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Mike
                Pelletier

4.6             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Greg
                Harrold

4.7             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Ed
                Dean

4.8             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Chris
                Forsyth

4.9             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Ken
                Rastin

4.10            Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Darcy
                Davis

4.11            Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Martin
                Parrest

5.1             Opinion of Kirkpatrick & Lockhart LLP re:     Provided herewith
                legality

23.1            Consent of Kirkpatrick & Lockhart LLP         Incorporated by reference to Exhibit 5.1 of this
                                                              Registration Statement, which contains the consent of
                                                              Kirkpatrick & Lockhart LLP

23.2            Consent of LaBonte & Co.                      Provided herewith

24.1            Power of Attorney                             Incorporated by reference to the signature page of this
                                                              Registration Statement on Form S-8
</TABLE>



<PAGE>



ITEM 9.  UNDERTAKINGS.
         ------------

      (a)   The undersigned registrant will:

            (1)     File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                    (i)   Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");

                    (ii)  Reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                    (iii) Include any additional or changed 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;

            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

            (2)     For purposes of  determining  any  liability  under the Act,
treat each post-effective  amendment as 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)     File a post-effective  amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report pursuant to Section 13(a) or 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.

      (c)   The undersigned  registrant hereby undertakes 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
Articles 3 of Regulation S-X is 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.

      (d)   Insofar as indemnification for liabilities arising under the Act 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

<PAGE>

policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

<TABLE>
<CAPTION>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 authorized, on January 18, 2002.

<S>                                        <C>

                                           URBANA.CA, INC.

                                           By:   /s/ David M. Groves
                                                 -------------------------------------------------
                                           Printed Name:     David M. Groves
                                           Title:            President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and  appoints  David  M.  Groves,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  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  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date: January 18, 2002                        By:/s/ David M. Groves
                                                 ------------------------------------
                                              Name:  David M. Groves
                                              Title:    President, Chief
                                              Executive Officer
                                              and Director


Date: January 18, 2002                        By:/s/ Robert S. Tyson
                                                 ------------------------------------
                                              Name:  Robert S. Tyson
                                              Title:  Vice President,
                                              Secretary and
                                              Director (Principal Financial and
                                              Accounting Officer)

Date: January 18, 2002                        By:/s/ Henry Tyler
                                                 ------------------------------------
                                              Name:  Henry Tyler
                                              Title:  Vice President, Electronic Bill
                                              Presentment, and Director
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 24790}]
{"company-data": {"conformed-name": "URBANA CA INC", "cik": "0001058330", "assigned-sic": "1400", "irs-number": "880393257", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81164", "film-number": "02514054"}, "business-address": {"street1": "750 WEST PENDER ST", "street2": "SUITE 804", "city": "VANCOUVER BRITISH CO", "state": "A6", "zip": "V6C 2T8", "phone": "7027322253"}, "mail-address": {"street1": "1600 E DESERT INN RD", "street2": "SUITE 102", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}, "former-company": {"former-conformed-name": "INTEGRATED CARBONICS CORP", "date-changed": "19980729"}}
Registration No. ___________

                       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
         (State or Other Jurisdiction of Incorporation or Organization)
                                   88-0393257
                      (I.R.S. Employer Identification No.)

                        750 West Pender Street, Suite 804
                       Vancouver, British Columbia V6C 2T8
                    (Address of Principal Executive Offices)
CONSULTING AGREEMENT DATED AS OF NOVEMBER 14, 2001 BETWEEN URBANA.CA, INC. AND BRIAN FAULKNER
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND STEVEN GRAY
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND LYNN COVERDALE
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND KIM KIMATRAI
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND MIKE PELLETIER
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND GREG HARROLD
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND ED DEAN
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND CHRIS FORSYTH
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND KEN RASTIN
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND DARCY DAVIS
 CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND MARTIN PARREST
                            (Full Title of the Plan)
DAVID M. GROVES
                        750 WEST PENDER STREET, SUITE 804
                       VANCOUVER, BRITISH COLUMBIA V6C 2T8
                     (Name and Address of Agent For Service)

                                 (604) 682-8445
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                             Clayton E. Parker, Esq.
                               Troy J. Rillo, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131
CALCULATION OF REGISTRATION FEE
                         -------------------------------

============================================================================================================
                                          PROPOSED MAXIMUM     PROPOSED MAXIUMUM
TITLE OF SECURITIES         AMOUNT         OFFERING PRICE      AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED       TO BE REGISTERED     PER SHARE (1)          PRICE (1)(2)      REGISTRATION FEE (1)(2)
------------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.001 per share  1,163,660 shares       $0.01               $11,636.60               $2.78
------------------------------------------------------------------------------------------------------------

(1)    Pursuant to Rule  457(h)(1)  of the  Securities  Exchange  Act of 1934,  the  proposed  maximum
       offering price per share,  proposed maximum aggregate offering price and amount of registration
       fee were  computed  based  upon the  average of the high and low prices of the shares of Common
       Stock on January 18, 2002.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(a) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

      The following documents have been previously filed by Urbana.ca, Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  and
are hereby  incorporated  by reference  into this  Registration  Statement as of
their respective dates:

            (a) The Company's  Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed with the Commission on March 30, 2001.

            (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  registrant
document referred to in (a) above.

            (c)  The description of the Company's  Common Stock contained in its
Registration  Statement  on Form SB-2  filed with the  Commission  on October 2,
2001, as amended,  pursuant to the Act,  including any amendment or report filed
for the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the  consulting  agreements  that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

      Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

LIMITATION OF LIABILITY

      No director of the Company 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,  unless it involves such things as a breach of the  director's  duty of
loyalty to the Company or its stockholders;  acts of omissions not in good faith
or, which  involve  intentional  misconduct  or a knowing  violation of law; the
payment of dividends in  violation  of Nevada law; or for any  transaction  from
which the director derived an improper personal benefit.

INDEMNIFICATION

      The  bylaws  of the  Company  provide  that  any  person  who  is a  legal
representative,  or officer or director of the Company is to be indemnified  and
held harmless  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 Company 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 Company.

      The board of  directors  may cause the  Company to purchase  and  maintain
insurance on behalf of any person who is or who was a director or officer of the
Company,  or is or was  serving at the  request of the  Company 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 Company would have the power to indemnify such person.

NEVADA LAWS

      Nevada Revised Statutes 78.7502, 751, and 752 have similar provisions that
provide for discretionary and mandatory indemnification of officers,  directors,
employees, and agents of a corporation. Under these provisions, such persons may
be indemnified by a corporation  against  expenses,  including  attorney's fees,
judgment, 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 opposed to the
best  interests of the  corporation  and with respect to any criminal  action or
proceeding,  had not reasonable cause to any action, suit or proceeding, had not
reasonable cause to believe his conduct was unlawful.

      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,  or in defense of any claim, issue or matter, he must be indemnified
by a corporation  against  expenses,  including  attorney's  fees,  actually and
reasonably incurred by him in connection with the defense.

      Any  indemnification,   unless  ordered  by  a  court  or  advanced  by  a
corporation,  must be made  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:

        o     By the stockholders;

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

        o     If a majority  vote of a quorum  consisting  of directors who were
              not parties to the act, suit or proceeding cannot be obtained,  by
              independent legal counsel in a written opinion; or

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

        o     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 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 a corporation.

      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, a corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.

SEC POSITION ON INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small  business  issuer  has been  advised  that in the  opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

      Not applicable.
Item 8.  Exhibits.
EXHIBIT NO.     DESCRIPTION                                   LOCATION
-----------     ------------------------------                --------
4.1             Consulting Agreement dated as of November     Provided herewith
                14, 2001 between Urbana.ca, Inc. and Brian
                Faulkner

4.2             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Steven
                Gray

4.3             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Lynn
                Coverdale

4.4             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Kim
                Kimatrai

4.5             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Mike
                Pelletier

4.6             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Greg
                Harrold

4.7             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Ed
                Dean

4.8             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Chris
                Forsyth

4.9             Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Ken
                Rastin

4.10            Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Darcy
                Davis

4.11            Consulting Agreement dated as of November     Provided herewith
                26, 2001 between Urbana.ca, Inc. and Martin
                Parrest

5.1             Opinion of Kirkpatrick & Lockhart LLP re:     Provided herewith
                legality

23.1            Consent of Kirkpatrick & Lockhart LLP         Incorporated by reference to Exhibit 5.1 of this
                                                              Registration Statement, which contains the consent of
                                                              Kirkpatrick & Lockhart LLP

23.2            Consent of LaBonte & Co.                      Provided herewith

24.1            Power of Attorney                             Incorporated by reference to the signature page of this
                                                              Registration Statement on Form S-8
ITEM 9.  UNDERTAKINGS.
         ------------

      (a)   The undersigned registrant will:

            (1)     File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                    (i)   Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");

                    (ii)  Reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                    (iii) Include any additional or changed 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;

            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

            (2)     For purposes of  determining  any  liability  under the Act,
treat each post-effective  amendment as 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)     File a post-effective  amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report pursuant to Section 13(a) or 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.

      (c)   The undersigned  registrant hereby undertakes 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
Articles 3 of Regulation S-X is 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.

      (d)   Insofar as indemnification for liabilities arising under the Act 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, as amended,
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 authorized, on January 18, 2002.
URBANA.CA, INC.

                                           By:   /s/ David M. Groves
                                                 -------------------------------------------------
                                           Printed Name:     David M. Groves
                                           Title:            President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and  appoints  David  M.  Groves,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  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  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date: January 18, 2002                        By:/s/ David M. Groves
                                                 ------------------------------------
                                              Name:  David M. Groves
                                              Title:    President, Chief
                                              Executive Officer
                                              and Director

Date: January 18, 2002                        By:/s/ Robert S. Tyson
                                                 ------------------------------------
                                              Name:  Robert S. Tyson
                                              Title:  Vice President,
                                              Secretary and
                                              Director (Principal Financial and
                                              Accounting Officer)

Date: January 18, 2002                        By:/s/ Henry Tyler
                                                 ------------------------------------
                                              Name:  Henry Tyler
                                              Title:  Vice President, Electronic Bill
                                              Presentment, and Director