Urban Barns Foods (URBF) 10-Q 2011 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________To ______________________

Commission file number: 333-145897

URBAN BARNS FOODS INC.

(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7170 Glover Road Milner, B.C., Canada  V0X 1T0	604-888-0420
(Address of principal executive offices) (Zip Code)	(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of  “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o       Accelerated filer o     Non-accelerated filer o    Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 14, 2011 the registrant’s outstanding common stock consisted of 53,804,758 shares.

Table of Contents

1

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The unaudited interim financial statements of Urban Barns Foods Inc. (the “Company”, “Urban Barns”, “we”, “our”, “us”) follow. All currency references in this report are to U.S. dollars unless otherwise noted.

Urban Barns Foods Inc.

(A Development Stage Company)

April 30, 2011

(Unaudited)

Financial Statement Index

Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Cash Flows	F-3
Notes to the Consolidated Financial Statements	F-4

2

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Consolidated Balance Sheets

(expressed in U.S. dollars)

	April 30, 2011 $ (unaudited)			July 31, 2010 $
ASSETS
Current Assets
Cash		253			5,642
Prepaid Expenses		175			23,410
Total Current Assets		428			29,052
Deferred Financing Charges		250,000			250,000
Property and Equipment (Note 3)		11,843			13,686
Total Assets		262,271			292,738
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable		51,195			20,685
Due to a Related Party (Note 4)		54,580			4,423
Total Liabilities		105,775			25,108
Stockholders’ Equity
Common Stock Authorized: 100,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 53,804,768 and 49,804,768 common shares, respectively		53,805			49,805
Additional Paid-In Capital		800,939			569,176
Share Subscriptions Receivable		(25,000	)		–
Accumulated Deficit During the Development Stage		(673,248	)		(351,351	)
Total Stockholders’ Equity		156,496			267,630
Total Liabilities and Stockholders’ Equity		262,271			292,738

Nature of Operations and Continuance of Business (Note 1)

Subsequent Event (Note 9)

(The accompanying notes are an integral part of these financial statements)

F-1

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

(expressed in U.S. dollars)

(unaudited)

	For the Three Months Ended April 30, 2011			For the Three Months Ended April 30, 2010			For the Nine Months Ended April 30, 2011			For the Nine Months Ended April 30, 2010			Accumulated from July 3, 2009 (Date of Inception) to April 30, 2011
	$			$			$			$			$
Revenue		–			–			–			–			–
Expenses
Depreciation (Note 3)		614			980			1,843			1,632			4,088
Foreign exchange loss		4,381			2,235			5,961			4,565			12,748
Impairment of website development costs		–			–			–			–			6,553
General and administrative		22,631			28,089		��	239,275			44,500			325,239
Professional fees		18,293			52,076			72,991			110,278			200,053
Research and development		629			8,427			1,827			28,858			26,601
Total Expenses		46,548			91,807			321,897			189,833			575,282
Operating Loss		(46,548	)		(91,807	)		(321,897	)		(189,833	)		(575,282	)
Other expenses
Interest and accretion expense		–			(4,550	)		–			(16,344	)		(63,578	)
Net Loss		(46,548	)		(96,357	)		(321,897	)		(206,177	)		(638,860	)
Loss Per Share – Basic and Diluted		–			–			(0.01	)		(0.01	)
Weighted Average Shares Outstanding		53,433,981			48,561,893			51,423,816			26,625,204

(The accompanying notes are an integral part of these financial statements)

F-2

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(expressed in U.S. dollars)

(unaudited)

	For the Nine Months Ended April 30, 2011			For the Nine Months Ended April 30, 2010			Accumulated from July 3, 2009 (Date of Inception) to April 30, 2011
Operating Activities
Net loss for the period		(321,897	)		(206,177	)		(638,860	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Accretion of discounts on convertible debentures		–			14,033			47,433
Shares issued for services		191,668			–			191,668
Depreciation		1,843			1,632			4,088
Impairment of website development costs		–			–			6,553
Stock-based compensation		19,095			–			19,095
Changes in operating assets and liabilities:
Prepaid expense		23,235			(11,000	)		–
Accounts payable		30,510			34,507			35,947
Due to related parties		50,157			32,891			54,580
Net Cash Used In Operating Activities		(5,389	)		(134,114	)		(279,496	)
Investing Activities
Purchase of property and equipment		–			(3,326	)		(3,242	)
Cash acquired on recapitalization		–			86,401			86,401
Net Cash Used In Investing Activities		–			83,075			83,159
Financing Activities
Proceeds from issuance of common shares		–			202,691			204,536
Repayment of loan payable		–			(7,946	)		(7,946	)
Net Cash Provided By Financing Activities		–			194,745			196,590
Increase (Decrease) in Cash		(5,389	)		143,706			253
Cash – Beginning of Period		5,642			1,081			–
Cash – End of Period		253			144,787			253

(The accompanying notes are an integral part of these financial statements)

F-3

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

(unaudited)

1.  Nature of Operations and Continuance of Business

The accompanying consolidated financial statements of Urban Barns Foods Inc. (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at April 30, 2011, the Company has working capital deficit of $105,347 and has accumulated losses of $673,248 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.  Recent Accounting Pronouncements

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.  Property and Equipment

	Cost $		Accumulated Amortization $		April 30, 2011 Net Carrying Value $		July 31, 2010 Net Carrying Value $
					(unaudited)
Production equipment		15,529		3,686		11,843		13,686

F-4

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

(unaudited)

4.  Related Party Transactions

As at April 30, 2011, the Company owed $54,580 (2010 - $4,423) to directors and officers of the Company for expenditures incurred on behalf of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.

5.  Common Shares

(a) On December 28, 2010, the Company issued 2,000,000 common shares with a fair value of $80,000 for consulting services.

(b) On December 28, 2010, the Company issued 1,500,000 common shares upon the exercise of stock options for consulting services with a fair value of $52,500.

(c) On April 7, 2011, the Company issued 500,000 common shares at $0.05 per share for proceeds of $25,000 upon the exercise of outstanding stock options.  As at April 30, 2011, the amount has been recorded as share subscriptions receivable.

6.  Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants		Weighted Average Exercise Price $
Outstanding, July 31, 2009		–		–
Issued		371,500		1.18
Outstanding, July 31, 2010 and January 31, 2011 (unaudited)		371,500		1.18

As at April 30, 2011, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Price $	Expiry Date
49,000	1.50	March 25, 2011
10,000	1.50	March 30, 2011
12,500	1.50	April 30, 2011
50,000	1.25	December 17, 2011
250,000	1.08	February 10, 2012
371,500

F-5

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

(unaudited)

7.  Stock Options

On March 5, 2010, the Company adopted the Company’s 2010 Stock Option Plan (the “2010 Plan”).  Under the 2010 Plan, a maximum of 4,000,000 common shares are issuable with a maximum of 5% issuable to any one individual.

On December 28, 2010, the Company granted stock options to acquire 1,500,000 common shares at an exercise price of $0.035 per share for a period of ten years.  The Company recorded the fair value of the options, using the Black-Scholes option price model with an estimated volatility of 150%, expected life of the options of 10 years, and risk free rate of 3.50%, of $59,168.  On December 28, 2010, the stock options were exercised.  Refer to Note 5(b).

On March 28, 2011, the Company granted stock options to acquire 500,000 common shares at an exercise price of $0.05 per share for a period of ten years under the 2010 Plan.  The Company recorded the fair value of the options of $19,095 using the Black-Scholes option pricing model with an estimated volatility of 125%, expected life of 10 years, and risk free rate of 3.47%.  On April 7, 2011, the stock options were exercised.  Refer to Note 5(c).

A summary of the changes in the Company’s stock options is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
				$					$
Outstanding, July 31, 2009 and 2010		–			–
Granted		2,000,000			0.039
Exercised		(2,000,000	)		0.039
Outstanding, April 30, 2011		–			–		–		–

As at April 30, 2011, the weighted average fair value of options granted was $0.04, and the Company had no unrecognized compensation costs.

8.  Supplemental Disclosures

	For the Nine Months Ended April 30, 2011 $		For the Nine Months Ended April 30, 2010 $		Accumulated from July 3, 2009 (Date of Inception) to April 30, 2011 $
Interest paid		–		–		–
Income tax paid		–		–		–
Non-cash investing and financing activities:
Shares issued for payment of consulting fees		122,500		–		122,500
Shares issued for settlement of loan payable		–		–		42,500
Shares issued for settlement of convertible debt		–		–		74,511
Shares issued for deposit for financing fee		–		–		250,000
Loans payable acquired from recapitalization		–		–		50,446
Convertible debentures acquired from recapitalization		–		–		58,367

F-6

Urban Barns Foods Inc.

(formerly HL Ventures Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

(unaudited)

9.  Subsequent Event

On June 2, 2011, the Company satisfied all conditions precedent in the May 2, 20011 Share Exchange Agreement (the “Agreement”) with Non-Industrial Manufacturing (“NIM”). (See Exhibit 10.1 - Share Exchange Agreement as filed on Form 8-K filed June 1, 2011).  Pursuant to the terms and provisions of the Agreement, on June 2, 2011 (the acquisition date) the Company acquired 100% of the issued and outstanding common shares of NIM in exchange for the issuance of 2,500,000 shares of our restricted Class B common shares. Each Class B common share entitles the holder to have 20 votes per share, and is convertible in 20 Class A common shares after one year from the Agreement date.

F-7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward Looking Statements

This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

Results of Operations

We are still in our development stage and have generated no revenues to date.

We incurred operating expenses of $46,548 for the three months ended April 30, 2011.  These expenses consisted of $22,631 in general operating expenses, $629 in research and development expenses, and $18,293 in professional fees.  For the same period ended April 30, 2010 we incurred operating expenses of $91,807.  These expenses consisted of $28,089 in general operating expenses, $8,427 in research and development expenses and $52,076 in professional fees.

We incurred operating expenses of $321,897 for the nine months ended April 30, 2011.  These expenses consisted of $239,275 in general operating expenses (of which $191,668 was paid in common shares to consultants for one year of services to be provided. See Notes 5 and 7 in the Notes to Financials.), $1,827 in research and development expenses, and $72,991 in professional fees.  For the same period ended April 30, 2010 we incurred operating expenses of $189,833.  These expenses consisted of $44,500 in general operating expenses, $28,858 in research and development expenses and $110,278 in professional fees.

Our net loss from inception (July 3, 2009) through April 30, 2011 was $638,860.

The following table provides selected financial data about our company for the quarter ended April 30, 2011.

Balance Sheet Data:	4/30/11
Cash	$	253
Fixed assets	$	11,843
Total assets	$	262,271
Total liabilities	$	105,775
Shareholders' equity	$	156,496

3

Liquidity and Capital Resources

As of April 30, 2011 we had cash of $253, total current assets of $428, total current liabilities of $105,775 and working capital deficit of $105,347 compared to working capital of $3,944 as of July 31, 2010.  The increase in liabilities is due primarily to as increase in account payable due to lack of sufficient cashflows to pay our outstanding obligations.

During the period ended April 30, 2011, we received net cash of $nil from financing activities, compared to net cash received of $194,795 from financing activities during the period ended April 30, 2010.

During the period ended April 30, 2011, we used net cash of $5,389 on operating activities, compared to $134,114 net cash used on operating activities during the period ended April 30, 2010.

During the period ended April 30, 2011 and 2010, we did not have any investing activities.

Since July 3, 2009 (inception) to April 30, 2011, our accumulated deficit was $673,248. We are dependent on the funds raised through our equity or debt financing, investing activities, and revenue generated through the sales of our products to fund our operations.

We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing.  We plan to cooperate with various individuals and institutions to acquire the financing required to produce and distribute our products and anticipate this will continue until we accrue sufficient capital reserves to finance all of our productions independently.

Plan of Operation

Recently, our management decided to focus on acquiring or merging with one or more operating businesses.  Our efforts to identify a target business resulted in the Share Exchange Agreement with Urban Barns Foods Inc., a private company.  On December 4, 2009 the share exchange with Urban Barns closed, and we accordingly adopted the business of Urban Barns.  We are now an urban produce production company that aims to be the supplier of choice of fresh, locally grown, high-quality organic and conventional fruits and vegetables for urban consumers. 

We estimate that our expenses over the next 12 months (beginning December 2010) will be approximately $2,301,800 as summarized in the table below.  These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from investors or other sources.

Description	Potential Completion Date	Estimated Expenses ($)
Seedling purchases	12 months	96,000
Packaging	12 months	76,800
Direct cost of sales (including research and development)	12 months	979,200
Shipping	12 months	225,000
Payroll	12 months	350,000
Advertising and marketing	12 months	370,000
General and administrative expenses	12 months	204,800
Total		2,301,800

Our general and administrative expenses for the year will consist of professional fees, office maintenance, communication expenses (cellular, internet, fax and telephone), bank charges, courier and postage costs, office supply costs and fees related to our website. Our professional fees will include legal, accounting and auditing fees related to our regulatory filings throughout the year.

Based on our planned expenditures, we require additional funds of $2,301,800 to proceed with our business plan over the next 12 months.  If we are not able to obtain additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our obligations as they become due.  In such event, we will be forced to scale down or perhaps even cease our operations.

4

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of April 30, 2011 we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies are included in note 2 of the Notes to our Financial Statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

a.  Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a July 31 year-end.

b.  Loss Per Share

The Company computes net loss per share in accordance with ASC 260 Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

c.  Use of Estimates and Assumptions

The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of convertible debt and share-based payments, and deferred income tax valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d.  Foreign Currency Translation

Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

The Company’s integrated foreign subsidiary is financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income.

5

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2011. Based on the evaluation of these disclosure controls and procedures the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in Internal Controls

During the quarter covered by this report there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCCEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  REMOVED AND RESERVED

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

The following exhibits are included with this quarterly filing:

Exhibit No.	Description
10.1	Share Exchange Agreement as filed on Form 8-K filed June 1, 2011
10.2	Share Issuance as filed on Form 8-K filed June 3, 2011
31.1	Sec. 302 Certification of Principal Executive Officer
31.2	Sec. 302 Certification of Principal Financial Officer
32.1	Sec. 906 Certification of Principal Executive Officer
32.2	Sec. 906 Certification of Principal Financial Officer

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 15, 2010		Urban Barns Foods Inc.
	By:	/s/ Jacob Benne
		Jacob Benne
		(Chief Executive Officer, President, & Director)
	By:	/s/ Daniel Meikleham
		Daniel Meikleham
		(Chief Financial Officer, Principal Accounting Officer & Director)

8