UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
August 6, 2009
Date of report (Date of earliest event reported)
URBAN BARNS FOODS INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
333-145897 20-0215404
(Commission File Number) (IRS Employer Identification No.)
Office 404-4th Floor, Albany House
324326 Regent Street
London, United Kingdom W1B 3HH
(Address of Principal Executive Offices) (Zip Code)
702-993-6122
(Registrant's Telephone Number, Including Area Code)
HL VENTURES INC.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On August 6, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 6, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended July 31, 2008 a
going concern qualification in the registrant's audited financial statements.
On September 2, 2009 the Company received notice from the Securities and
Exchange Commission that Moore and Associates, Chartered had it's registration
revoked by the Public Company Accounting Oversight Board due to violations of
PCAOB rules and auditing standards in auditing the financial statements, PCAOB
rules and quality standards, and Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.
During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.
The Company has requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements and, if it does not agree, the respects in
which it does not agree. Moore and Associates, Chartered have declined to
provide us with a currently dated letter.
b) On August 6, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-B.
As Moore and Associates, Chartered is no longer registered with the PCAOB, we
have been advised that we may not include their audit reports or consents in
future filings with the Securities and Exchange Commission. We will be required
to have Seale and Beers, CPAs re-audit any years audited by Moore and
Associates, Chartered that are required to be included in future filings with
the Securities and Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Not Applicable
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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 hereunto duly authorized.
Date: September 4, 2009
By: /s/ Deniz Hassan
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Name: Deniz Hassan
Title: President
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