0001062993-14-002591.txt : 20140506 0001062993-14-002591.hdr.sgml : 20140506 20140505210728 ACCESSION NUMBER: 0001062993-14-002591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140506 DATE AS OF CHANGE: 20140505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Urban Barns Foods Inc. CENTRAL INDEX KEY: 0001410253 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 200215404 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86383 FILM NUMBER: 14815176 BUSINESS ADDRESS: STREET 1: 7170 GLOVER ROAD CITY: MILNER STATE: A1 ZIP: V0X 1T0 BUSINESS PHONE: (604) 888-0420 MAIL ADDRESS: STREET 1: 7170 GLOVER ROAD CITY: MILNER STATE: A1 ZIP: V0X 1T0 FORMER COMPANY: FORMER CONFORMED NAME: HL VENTURES INC. DATE OF NAME CHANGE: 20070821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dundee Agricultural Corp CENTRAL INDEX KEY: 0001591201 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 ADELAIDE STREET EAST, 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5C 2V9 BUSINESS PHONE: 416-365-5172 MAIL ADDRESS: STREET 1: 1 ADELAIDE STREET EAST, 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5C 2V9 FORMER COMPANY: FORMER CONFORMED NAME: Dundee Agrigultural Corp DATE OF NAME CHANGE: 20131106 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Urban Barns Foods Inc.: Form SC 13D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(AMENDMENT NO. 1)

URBAN BARNS FOODS INC.
(Name of Issuer)

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

     91704A 204
(CUSIP Number)

DUNDEE AGRICULTURAL CORPORATION

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)

April 25, 2014
(Date of Event Which Requires Filing of this Statement)

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:

106,411,585 Shares

8

SHARED VOTING POWER:

-0-
9

SOLE DISPOSITIVE POWER:

106,411,585 Shares
10
SHARED DISPOSITIVE POWER:

-0-
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

106,411,585 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):

39.3%

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, and supplements the statement on Schedule 13D filed on January 7, 2014 (the “Schedule 13D”). Dundee Agricultural Corporation is referred to herein as the “Reporting Person”. Except as modified herein, the Schedule 13D is unmodified.

Item 1. Security and Issuer

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 205 – 290 Lakeshore Road, Pointe-Claire, Quebec, Canada H9S 4L3.

Item 3. Source and Amount of Funds or Other Consideration

See Item 4 below.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is supplemented by the following:

On April 25, 2014, the Reporting Person acquired in a private transaction an aggregate of 17,094,017 shares of the Class A common stock of the Issuer at $0.0234 per share for payment of total consideration of $400,000.

Therefore, the total number of shares of Class A common stock held of record by the Reporting Person is 106,411,585 shares.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is supplemented by the following:

(a)

As of April 25, 2014, the Reporting Person is the beneficial owner of 106,411,585 shares of Class A common stock of the Issuer representing 39.3% of the Issuer’s issued and outstanding shares.

   
(b)

As of April 25, 2014, the Reporting Person has the power to vote and direct the disposition of 106,411,585 shares of Class A common stock.

SIGNATURE

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.

         Dundee Agricultural Corporation  
Dated: May 5, 2014 By:/s/ Lili Mance  
         Corporate Secretary