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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number 000-28321

(Check One):
[ ] Form  10-K and Form  10-KSB [ ] Form  11-K [ ] Form  20-F [X ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR

         For Period Ended:   March 31, 2002

[  ]  Transition Report on Form 10-K and Form 10-KSB
[  ]  Transition Report on Form 20-F
[  ]  Transition Report on Form 11-K
[  ]  Transition Report on Form 10-Q and Form 10-QSB
[  ]  Transition Report on Form N-SAR

         For the Transition Period Ended:

     Read Attached  Instruction  Sheet Before  Preparing  Form.  Please Print or
Type.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:
                                                       -------------------------
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                                     PART I
                             REGISTRANT INFORMATION
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Full Name of Registrant            Urbana.CA, Inc.
                              --------------------------------------------------

Former Name if Applicable
                              --------------------------------------------------
Address of Principal Executive
 Offices (Street and Number)      14221 Eastex Freeway
                              --------------------------------------------------

City, State and Zip Code           Houston, TX 77032
                              --------------------------------------------------

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                               PART II
                             RULE 12b-25(b) AND (c)
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         If the subject report could not be filed without unreasonable effort or
expense and the  registrant  seeks  relief  pursuant  to Rule  12b-25  (b),  the
following should be completed. (Check appropriate box)

/X/      (a)      The  reasons  described  in  reasonable  detail in Part III of
                  this form could not be  eliminated without unreasonable effort
                  or expense;
/X/      (b)      The subject annual report,  semi-annual report, transition
                  report on Form 10-K,  10-KSB,  20-F,  11-K or Form  N-SAR,  or
                  portion  thereof will be filed on or before the 15th  calendar
                  day  following  the   prescribed  due  date;  or  the  subject
                  quarterly report or transition report on Form 10-Q, 10-QSB, or
                  portion  thereof will be filed on or before the fifth calendar
                  day following the prescribed due date; and
/  /     (c)      The  accountant's statement or other exhibit  required by Rule
                  12b-25(c)  has been attached if applicable.




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                                    PART III
                                    NARRATIVE
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         State below in  reasonable  detail the reasons why Forms 10-K,  10-KSB,
11-K. 20-F,  10-Q,  10-QSB,  N-SAR, or the transition  report or portion thereof
could not be filed within the  prescribed  time period.  (Attach extra sheets if
needed.)

         The  registrant  has  experienced  delays in  completing  its financial
         statements  for the  quarter  ended  March 31,  2002 as the Company has
         experienced  delays in closing its books and records.  As a result, the
         registrant  is delayed in filing its Form 10-QSB for the quarter  ended
         March 31, 2002.

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                                     PART IV
                                OTHER INFORMATION
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(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

          David Loev                    713                         547-8900
        ---------------              ----------               ------------------
            (Name)                   (Area Code)              (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).

                                                                [X] Yes  [  ] No



(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?

                                                               [   ] Yes  [X] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

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                                 Urbana.CA, Inc.
                   -------------------------------------------
                  (Name of Registrant as specified in charter)

         Has  caused  this  notification  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

Date      May 14, 2002                  By /s/ Paul Syracuse
         -----------------                 ------------------------
                                               Paul Syracuse, President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                                              ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 of the General Rules and  Regulations
      under the Securities  Exchange Act of 1934.
2.    One  signed  original  and  four  conformed  copies  of this  form  and
      amendments  thereto must be completed and filed with the Securities and
      Exchange  Commission,  Washington,  D.C. 20549, in accordance with Rule
      0-3 of the General Rules and Regulations under the Act. The information
      contained in or filed with the Form will be made a matter of the public
      record in the Commission files.
3.    A manually  signed  copy of the form and  amendments  thereto  shall be
      filed  with each  national  securities  exchange  on which any class of
      securities of the registrant is registered.
4.    Amendments  to the  notification  must also be filed on Form 12b-25 but
      need not restate  information  that has been correctly  furnished.  The
      form shall be clearly identified as an amended notification.