URBAN AG. CORP.
800 TURNPIKE STREET, SUITE 103
NORTH ANDOVER, MA 01845
January 14, 2014
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Attn: | Tracie Towner Staff Accountant | ||
| Re: | Urban AG. Corp | ||
| Item 4.01 8-K | |||
| Filed December 20, 2013 | |||
| File No.0-52327 |
Ladies and Gentlemen:
As the Chief Executive Officer of Urban Ag. Corp. I hereby acknowledge that:
| · | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
| · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
| · | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| Urban Ag. Corp. | ||
| /s/ Billy V. Ray, Jr. | ||
| Billy V. Ray, Jr., CEO | ||