Urban Barns Foods Inc.: Form SC 13D - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Class A common stock, $0.001 par value per share
(Title of Class of Securities)

1 Adelaide Street
Suite 2100
Toronto, Ontario
Canada M5C 2V9
000-000-0000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS: Dundee Agricultural Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): n/a
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [ ] Not applicable
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): Not applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 89,317,568 Shares
		8	SHARED VOTING POWER: -0-
		9	SOLE DISPOSITIVE POWER: 89,317,568 Shares
		10	SHARED DISPOSITIVE POWER: -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 89,317,568 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): Not applicable.
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 40.39%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

This statement on Schedule 13D is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, the (“1934 Act”). Dundee Agricultural Corporation is referred to herein as the “Reporting Person”.

The class of equity securities to which this statement relates is Class A common stock, at a par value of $0.001 per share (collectively, the “Shares”), of Urban Barns Foods Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at Office 234 - 10601 Southport Road SW, Calgary, Alberta, Canada T2W 3M6.

The business address of the Reporting Person is 1 Adelaide Street, Suite 2100, Toronto, Ontario, Canada M5C 2V9.

None of the officers or directors of the Reporting Person nor the Reporting Person have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

None of the officers or directors nor the Reporting Person have been, during the last five years, a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On December 23, 2013, the Reporting Person acquired in a private transaction an aggregate of 21,750,000 shares of the Class A common stock of the Issuer at $0.0148 per share for payment of total consideration of $321,900.

Therefore, the total number of shares of Class A common stock held of record by the Reporting Person is 89,317,568 shares.

Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties.

Except as otherwise disclosed herein, the Reporting Person does not have any current plans or proposals that relate to or would result in:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as disclosed above, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

(a)	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)	any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)	a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

(d)	any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)	any material change in the present capitalization or dividend policy of the Issuer;

(f)	any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)	changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h)	causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)	any action similar to any of those enumerated above.

	Dundee Agricultural Corporation
Dated: January 7, 2014	By: /s/ Lili Mance
	Corporate Secretary

(a)	As of December 23, 2013, the Reporting Person is the beneficial owner of 89,317,568 shares of Class A common stock of the Issuer representing 40.39% of the Issuer’s issued and outstanding shares.

(b)	As of December 23, 2013, the Reporting Person has the power to vote and direct the disposition of 89,317,568 shares of Class A common stock.

(c)	The Reporting Person purchased in a private placement 67,567,568 shares of the Class A common stock of the Issuer at $0.0148 per share on October 29, 2013.

(d)	Not applicable.

(e)	The Reporting Person is the beneficial owner of 40.39% of the Issuer’s Class A common shares as of December 23, 2013.