SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): April 6, 2002
Commission File No.: 000-28321
URBANA.CA. INC.
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(Exact name of registrant as specified in its charter)
Nevada 88-0393257
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
14221 Eastex Freeway
Houston, Texas 77032
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(Address of principal executive offices)
(281) 442-5013
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(Issuer telephone number)
750 West Fender Street, Suite 804
Vancouver, British Columbia V6C 2T8
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(Former Address)
Item 4. Changes in Control of Registrant.
On April 6, 2002, Oxford Knight International, Inc. ("Oxford"), a company
publicly-traded on the pink sheets under the stock symbol OXFD, entered into a
Share Exchange Agreement with Urbana.CA, Inc. (the "Company") . Pursuant to the
Share Exchange Agreement, Oxford agreed to exchange 10,000,000 shares of its
common stock to the Company in exchange for 1,000,000 shares of Series A
Convertible Preferred Stock (the "Preferred Stock").
Oxford's acquisition of the Preferred Stock entitles Oxford to have the
right to vote on all shareholder matters equal to 66 2/3% of the total vote. In
addition, the Preferred Stock is convertible into that number of shares of
Company common stock which result in Oxford receiving 51% of the issued and
outstanding shares of Company common stock following the conversion.
Item 5. Other Events.
In connection with the Share Exchange, Paul Syracuse became the Chief
Executive Officer, President and a Director of the Company and Brent Walters
became the Chief Financial Officer, Secretary, Treasurer and a Director of the
Company. David Groves resigned as the Company's Chief Executive Officer and
President.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibits Description
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2.1 Share Exchange Agreement with Oxford Knight International, Inc.
4.1 Certificate of Designations for Series A Convertible Preferred Stock
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
URBANA.CA, INC.
April 15, 2002
/s/ Paul Syracuse
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Paul Syracuse
President and Chief Executive Officer