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Exhibit 31.1

**CERTIFICATION**

I, Marshall Sterman, certify that:

1. I have reviewed this annual report on Form 10-K of Urban    Ag. Corp.;

2. Based on my knowledge, this annual report does not    contain any untrue statement of a material fact or omit to state a material    fact necessary to make the statements made, in light of the circumstances under    which such statements were made, not misleading with respect to the period    covered by this annual report;

3. Based on my knowledge, the financial statements, and    other financial information included in this annual report, fairly present in    all material respects the financial condition, results of operations and cash    flows of the registrant as of, and for, the periods presented in this annual    report;

4. I am responsible for establishing and maintaining    disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)    and 15d-15(e)) and internal control over financial reporting (as defined in    Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

               (a) designed such disclosure controls and procedures, or caused such disclosure    controls and procedures to be designed under my supervision, to ensure that    material information relating to the registrant, including its consolidated    subsidiaries, is made known to me by others within those entities, particularly    during the period in which this annual report is being prepared;

               (b) designed such internal control over financial reporting, or caused such    internal control over financial reporting to be designed under my supervision,    to provide reasonable assurance regarding the reliability of financial    reporting and the preparation of financial statements for external purposes in    accordance with generally accepted accounting principles;

               (c) evaluated the effectiveness of the registrant's disclosure controls and    procedures and presented in this report my conclusions about the effectiveness    of the disclosure controls and procedures, as of the end of the period covered    by this report based on such evaluation; and

               (d) disclosed in this report any change in the registrant's internal control    over financial reporting that occurred during the registrant's most recent    fiscal quarter (the registrant's fourth fiscal quarter of the annual report) that    has materially affected or is reasonably likely to materially affect, the    registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of    internal control over financial reporting, to the registrant's auditor:

               (a) all significant deficiencies and material weaknesses in the design or    operation of internal control over financial reporting which are reasonably    likely to adversely affect the registrant's ability to record, process,    summarize and report financial information; and

               (b) any fraud, whether or not material, that involves management or other    employees who have a significant role in the registrant's internal control over    financial reporting.

Date: April 15, 2011

| /s/ Marshall Sterman                                                                                 |
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| Marshall Sterman        Chief Executive Officer and         interim Chief Financial          Officer |