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

                                   FORM 10-K/A
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2009

                        Commission file number 333-145897


                             URBAN BARNS FOODS INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                                20-0215404
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                7170 Glover Road
                                  Milner, B.C.
                                 Canada V0Z 1T0
               (Address of Principal Executive Offices & Zip Code)

                                  604-888-0420
                               (Telephone Number)

                      Office 404 - 4th Floor, Albany House
                              324-326 Regent Street
                         London, United Kingdom W1B 3HH
           (Former Address of Principal Executive Offices & Zip Code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                                      None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of December 15, 2009, the registrant had 43,400,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
<PAGE>
                             URBAN BARNS FOODS INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 2.  Properties                                                          9
Item 3.  Legal Proceedings                                                   9
Item 4.  Submission of Matters to a Vote of Securities Holders               9

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters           10
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          10
Item 8.  Financial Statements                                               13
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           28
Item 9A. Controls and Procedures                                            28

                                    Part III

Item 10. Directors and Executive Officers                                   28
Item 11. Executive Compensation                                             33
Item 12. Security Ownership of Certain Beneficial Owners and Management     35
Item 13. Certain Relationships and Related Transactions                     35
Item 14. Principal Accounting Fees and Services                             35

                                     Part IV

Item 15. Exhibits                                                           36

Signatures                                                                  36

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable laws,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements so as to conform these statements to
actual results.

As used in this annual report, the terms "we", "us", "our" mean Urban Barns
Foods Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

SUMMARY

Urban Barns Foods Inc. was incorporated in the State of Nevada on May 21, 2007
as HL Ventures Inc. to engage in the acquisition, exploration and development of
natural resource properties. We carried out exploration on one property during
2008 however the results were not promising and management determined it was in
the best interests of the shareholders to abandon the property and actively
pursue an appropriate plan of action to provide the best return on investment to
the shareholders.

We are a development stage company with no revenues and a limited operating
history. The principal executive offices are located at 7170 Glover Road,
Milner, B.C. V0X 1T0. The telephone number is (604)888-0420.

We have sold $72,000 in equity securities and issued $7,000 in common stock in
exchange for mineral property expenses paid by our officer on our behalf. From
inception until the date of this filing we have had limited operating
activities. Our financial statements from inception (May 21, 2007) through the
year ended July 31, 2009 report no revenues and a net loss of $81,571. Our
independent auditor has issued an audit opinion for Urban Barns Foods Inc. which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.

                                       3
<PAGE>
Our stock is listed on the OTC Bulletin Board under the symbol URBF, but there
has been no active trading market to date.

We have a total of 100,000,000 authorized common shares with a par value of
$0.001 per share with 43,400,000 common shares issued and outstanding on July
31, 2009. Subsequent to July 31, 2009, on August 19, 2009, our 7 for 1 forward
stock split, approved by the Board of Directors on July 22, 2009, became
effective resulting in there being 43,400,000 shares of common stock issued and
outstanding.

Cash provided by financing activities for the period from inception (May 21,
2007) through July 31, 2009 was $72,000 consisting of 1,600,000 shares of common
stock that were issued to our director, Mr. Hassan, in exchange for $8,000 US,
or $.005 per share and 3,200,000 shares of common stock that were issued to
twenty six investors for $64,000 or $0.02 per share pursuant to our Registration
Statement on Form SB-2. An additional 1,400,000 shares were issued to Mr. Hassan
in exchange for $7,000 in mineral property costs that he paid on behalf of the
company.

We have since abandoned our mineral property and entered into a share exchange
agreement with Urban Barns Foods Inc., a private company for the acquisition of
this company through the issuance of our securities. If this share exchange
transaction closes, we will file all required disclosure in a timely manner.
Until the transactions closes, our management will continue reviewing other
business combination opportunities.

BUSINESS STRATEGY

We have identified the following guidelines that we believe are important in
evaluating a prospective target business. We will use these guidelines in
evaluating business combination opportunities; however, we may decide to enter
into a business combination with a target business that does not meet all of
these guidelines. We may not be able to complete a business combination with any
target business that meets all or part of these guidelines due to our limited
human, capital and other resources. In the alternative, we may seek to
consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth.

ESTABLISHED COMPANY WITH POSITIVE CASH FLOW. We intend to acquire an established
company with a history of positive cash earnings before interest, taxes,
depreciation and amortization. We do not intend to acquire a start-up company, a
company with speculative business plans or a company that we believe has
significant risk attached to it.

STRONG COMPETITIVE POSITION IN INDUSTRY. We intend to analyze the strengths and
weaknesses of a target business relative to its competitors. The factors we will
consider include product quality, customer loyalty, cost impediments associated
with customers switching to competitors, patent protection, brand positioning
and capitalization. We will seek to acquire a business that has developed a
strong position within its market, is well positioned to capitalize on growth
opportunities and operates in an industry with significant barriers to entry. We
will seek to acquire a business that demonstrates advantages when compared to
its competitors, which may help to protect its market position and
profitability.

                                       4
<PAGE>
EXPERIENCED MANAGEMENT TEAM. We will seek to acquire a business that has an
experienced management team with a proven track record for delivering growth and
profits. We believe that the operating expertise of our management team will
complement, not replace, the target business' management team.

DIVERSIFIED CUSTOMER AND SUPPLIER BASE. We will seek to acquire a business that
has a diversified customer and supplier base. We believe that a company with a
diversified customer and supplier base is generally better able to endure
economic downturns, industry consolidation, changing business preferences and
other factors that may negatively impact its customers, suppliers and
competitors.

COMPETITION

In identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities with business objectives similar to
ours. There are many blank check companies seeking to carry out a business plan
similar to ours that have completed initial public offerings in the United
States. Furthermore, there are a number of additional blank check companies in
the registration process that have not yet completed initial public offerings,
and there are likely to be more blank check companies that have completed
initial public offerings before we are able to successfully consummate a
business combination.

We may also be subject to competition from entities other than blank check
companies, which may be special acquisition companies or capital pool companies,
that have a business objective similar to ours, including venture capital firms,
leverage buyout firms and operating businesses looking to expand their
operations through the acquisition of a target business. Many of these entities
are well-established and have extensive experience identifying and effecting
business combinations either directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than us and our
financial resources may be relatively limited in comparison to many of these
competitors.

While we believe that numerous potential target businesses may be available for
acquisition, our ability to acquire a certain attractive target business will be
limited by our available financial resources. This inherent competitive
limitation may give others an advantage in pursuing the acquisition of a target
business. The fact that stockholder approval may delay the completion of a
business combination is an additional limitation that may be viewed unfavorably
by certain target businesses.

Any of these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that our
status as a public entity and our access to the United States public equity
markets may give us a competitive advantage in acquiring a target business with
significant growth potential on favorable terms over privately-held entities
with business objectives similar to ours.

If we succeed in effecting a business combination, there will likely be further
intense competition from competitors of the target business. We cannot assure
you that, subsequent to a business combination, we will have the resources or
ability to compete effectively.

                                       5
<PAGE>
We believe that we will succeed in consummating a business combination with a
target business or businesses as a result of our collective strengths:

SUCCESSFUL OPERATING EXPERIENCE. Our officer and sole director has experience in
business development, capital raising and the marketing and management of
various companies. We believe that his experience will provide us with a
competitive advantage in assessing whether a target business has the necessary
resources to compete successfully as a publicly-traded company.

EXPERIENCE IN IDENTIFYING AND EXECUTING ACQUISITIONS. Our management has
extensive experience in identifying and evaluating successful business
acquisition opportunities, performing in-depth due diligence, negotiating with
owners and management, structuring, financing and closing transactions in both
the public and private markets.

EXTENSIVE DEAL-SOURCING NETWORK. Our management has an extensive network of
business relationships with executives and board members of privately- and
publicly-held companies, as well as with private equity funds, venture capital
funds and hedge funds. We believe that these contacts will provide us with
significant business acquisition opportunities.

SOURCES OF TARGET BUSINESSES

We anticipate candidates for a business combination will be brought to our
attention by various unaffiliated sources, including executives, private equity
funds, venture capital funds, investment bankers, attorneys, accountants and
other members of the financial community, who may present solicited or
unsolicited proposals. We expect such sources to become aware that we are
seeking a business combination candidate by a variety of means, such as publicly
available information relating to this offering, public relations and marketing
efforts, articles that may be published in industry trade papers discussing our
intention to effect a business combination, or direct contact by management of
potential target businesses.

Our management, as well as our existing stockholders and their affiliates, may
also bring to our attention target business candidates. We do not anticipate
engaging the services of professional firms that specialize in business
combinations on any formal basis. In no event will we pay our existing
management, our existing stockholders, or any entity with which they are
affiliated any finder's fee or other compensation for services rendered to us
prior to or in connection with the consummation of a business combination. In
addition, neither our existing management nor our existing stockholders will
receive any finder's fee, consulting fees or any similar fees or other
compensation from any other person or entity, including any target company, in
connection with any business combination other than any compensation or fees to
be received for any services provided following such a business combination.

The time and costs required to select and evaluate a target business and to
structure and complete a business combination cannot presently be ascertained
with any degree of certainty. Any costs incurred with respect to the
identification and evaluation of a prospective target business with which a
business combination is not ultimately completed will result in a loss to us and
reduce the amount of capital available to otherwise complete a business
combination.

                                       6
<PAGE>
FAIR MARKET VALUE OF TARGET BUSINESS

The fair market value of a target business will be determined by our Board of
Directors based upon standards generally accepted by the financial community,
such as actual and potential sales, earnings, cash flow, book value, and the
price for which comparable businesses have recently been sold. Other factors
contributing to a determination of the fair market value may include timing, the
reputation of the target business and the anticipated costs of completing the
transaction.

We are not required to obtain an opinion from an unaffiliated third party
regarding the fair market value of a target business we select at the time of
any transaction. We are also not required to obtain an opinion from an
unaffiliated third party indicating that the price we plan to pay is fair to our
stockholders from a financial perspective unless the target is affiliated with
our officers, directors, special advisors, existing stockholders or their
affiliates. We only recently became a blank cheque company, and because our sole
officer and director has no experience in evaluating business combinations for
blank check companies, his judgment may not meet the criteria that independent
investment banking firms or other similar blank check companies usually use.

PROBABLE LACK OF BUSINESS DIVERSIFICATION

It is probable that we will have the ability to effect only a single business
combination. Unlike other entities which may have the resources to complete
several business combinations with entities operating in multiple industries or
multiple areas of a single industry, we will likely not have sufficient
resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses. By consummating a business combination with a
single entity or a limited number of entities, our lack of diversification may
leave us dependent upon the performance of a single business or a limited number
of businesses, and result in us being dependent upon the development or market
acceptance of a single or limited number of products or services.

LIMITED ABILITY TO EVALUATE THE MANAGEMENT OF A TARGET BUSINESS

Although we intend to closely scrutinize the management of prospective target
businesses when evaluating the potential to effect a business combination, we
cannot assure you that our assessment will prove to be correct. In addition, we
cannot assure you that new members who join our management team following a
business combination will have the necessary skills, qualifications or abilities
to manage a public company. Furthermore, the future role of our sole officer and
director, if any, in a target business cannot presently be stated with any
certainty. While it is possible that our current officer and director will
remain associated with us in some capacity following a business combination, it
is unlikely that he will devote his full efforts to our affairs after the
consummation of a business combination. Moreover, we cannot assure you that our
officers and directors will have substantial experience or knowledge concerning
the operations of any particular target business.

OPPORTUNITY FOR STOCKHOLDER APPROVAL OF BUSINESS COMBINATION

We may not submit a business combination to our stockholders for approval if the
nature of the transaction would not ordinarily require stockholder approval
under applicable governing laws. If we are required to submit the transaction to
our stockholders for approval, we will furnish our stockholders with proxy

                                       7
<PAGE>
solicitation materials, which will include a description of the operations of
the target business and certain required financial information regarding the
business. Also, we will proceed with the business combination only if a majority
of the votes cast by the holders of our common stock at the meeting are in favor
of the business combination. To compensate for a potential shortfall in cash, we
may be required to structure the business combination, in whole or in part,
using the issuance of our common stock as consideration. Accordingly, any
increase in the number of shares of our issued and outstanding common stock
could hinder our ability to consummate a business combination in an efficient
manner or to optimize our capital structure.

When we seek stockholder approval for a business combination, we will not offer
each stockholder a right to have their shares of common stock redeemed for cash
if the stockholder votes against the business combination and the business
combination is approved and completed.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

Other than general business and tax laws we are not subject to any other
government regulations.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employee is our officer, Deniz Hassan who currently devotes 4-5 hours
per week to company matters, he will devote as much time as the board of
directors determines is necessary to manage the affairs of the company. There
are no formal employment agreements between the company and our current
employee.

                                       8
<PAGE>
REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

ITEM 2. PROPERTIES

We do not currently own any property. The office facilities at Office 404 - 4th
Floor, Albany House, 324-326 Regent Street, London W1B 3HH, United Kingdom are
provided to us on a rent free basis by the directors of the company. The
facilities include telephone, fax, a reception area and office and meeting
facilities. Management believes the current premises are sufficient for its
needs at this time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 22, 2009 and immediately effective, the Company filed an Amendment to
its Articles of Incorporation with the Secretary of State of Nevada to change
its name from HL Ventures Inc. to Urban Barns Foods Inc. and to increase the
Company's authorized capital from 75,000,000 common shares with $0.001 par value
to 100,000,000 common shares with $0.001 par value. The Company received written
consent from holders of 51.6% of the Company's common stock for the increase in
authorized capital and the name change.

                                       9
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listing for trading on the Over the Counter Bulletin Board
under the symbol URBF. There has been no trading of our securities, and,
therefore, no high and low bid pricing. As of the date of this report we have 27
shareholders of record. We have paid no cash dividends and have no outstanding
options. We have no securities authorized for issuance under equity compensation
plans.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this report.

RESULTS OF OPERATIONS

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

We incurred operating expenses of $60,135 and $13,845 for the years ended July
31, 2009 and 2008, respectively. These expenses consisted of general operating
expenses and professional fees incurred in connection with the day to day
operation of our business and the preparation and filing of our required reports
with the U.S. Securities and Exchange Commission.

Our net loss from inception (May 21, 2007) through July 31, 2009 was $81,571.

We have sold $72,000 in equity securities and issued $7,000 in common stock in
exchange for mineral property expenses paid by our officer on our behalf.

LIQUIDITY AND CAPITAL RESOURCES

The following table provides selected financial data about our company for the
year ended July 31, 2009.

                      Balance Sheet Data:           7/31/09
                      -------------------           -------

                      Cash                          $ 2,823
                      Total assets                  $ 3,098
                      Total liabilities             $ 5,669
                      Shareholders' equity          $(2,571)

                                       10
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Our cash balance at July 31, 2009 was $2,823 with outstanding liabilities of
$5,669. If we experience a shortage of funds prior to generating revenue we may
utilize funds from our director, who has informally agreed to advance funds,
however he has no formal commitment, arrangement or legal obligation to advance
or loan funds to us.

PLAN OF OPERATION

We expect that our total expenses will increase over the next year as we
increase business operations through the acquisition of an operating business.
We have not been able to reach the break-even point since our inception and have
had to rely on outside capital resources. We do not anticipate making any
revenues for the next year. Over the next 12 months, we plan to close the
business combination with Urban Barns Foods Inc., the private company or
identify another partner for a business combination.

In order to find and negotiate a business combination or acquire an operating
business, we may incur expenses that outpace our cash resources. Should we
require additional capital resources, we will proceed by way of private
placements, loans or possibly a direct offering. There can be no assurance we
will successfully raise sufficient capital to meet our future cash requirements.

We expect to require approximately $230,000 in financing to acquire a potential
business and fund its operations over the next 12 months (beginning December
2009), as follows:

                                                 Target completion   Estimated
               Description                        date or period     expenses($)
               -----------                        --------------     -----------

Due diligence of the potential target business      12 months          20,000
Legal and accounting fees related to acquisition
 of the potential target business                   12 months          50,000
Acquisition costs of the potential business         12 months          80,000
Development of the potential business               12 months          80,000
                                                                      -------
TOTAL                                                                 230,000
                                                                      =======

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

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.

BASIC EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings

                                       11
<PAGE>
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective May 21, 2007 (inception). Basic
net loss per share amounts is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company.

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles 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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

                                       12
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Urban Barns Foods Inc. (f.k.a. HL Ventures, Inc.)
(A Development Stage Company)

We have  audited  the  accompanying  balance  sheets of Urban  Barns  Foods Inc.
(f.k.a.  HL Ventures,  Inc.) (A  Development  Stage Company) as of July 31, 2009
(restated)  and  July  31,  2008,  and the  related  statements  of  operations,
stockholders' equity and cash flows for the years ended July 31, 2009 (restated)
and July 31,  2008 and since  inception  on May 21, 2007  through  July 31, 2009
(restated).  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conduct  our  audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Urban Barns Foods Inc. (f.k.a.
HL Ventures,  Inc.) (A Development Stage Company) as of July 31, 2009 (restated)
and July 31,  2008,  and the related  statements  of  operations,  stockholders'
equity and cash flows for the years ended July 31, 2009  (restated) and July 31,
2008 and since  inception on May 21, 2007 through July 31, 2009  (restated),  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company has had no  operation  since  inception  and
generated  a net loss of  $81,571,  which  raises  substantial  doubt  about its
ability to continue as a going  concern.  Management's  plans  concerning  these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Seale and Beers, CPAs
----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
December 15, 2009



                50 S. Jones Blvd., Suite 202, Las Vegas, NV 89107
                   Phone: (888) 727-8251 FAX: (888) 782-2351

                                       13
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f.k.a. HL Ventures Inc.)
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                   July 31,           July 31,
                                                                     2009               2008
                                                                   --------           --------
                                                                  (restated)
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  2,823           $ 53,315
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  2,823             53,315

OTHER ASSETS
  Deposits                                                              276              4,250
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                    276              4,250
                                                                   --------           --------

      TOTAL ASSETS                                                 $  3,098           $ 57,565
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                 $  5,669           $     --
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                             5,669                 --

      TOTAL LIABILITIES                                               5,669                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 100,000,000 shares
   authorized; 43,400,000 shares issued and outstanding
   as of July 31, 2009 and July 31, 2008)                            43,400             43,400
  Additional paid-in capital                                         35,600             35,600
  Deficit accumulated during development stage                      (81,571)           (21,435)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           (2,571)            57,565
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  3,098           $ 57,565
                                                                   ========           ========
</TABLE>


    The accompanying note are an integral part of these financial statements

                                       14
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f.k.a. HL Ventures Inc.)
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                May 21, 2007
                                                                                 (inception)
                                      Year Ended           Year Ended              through
                                       July 31,             July 31,              July 31,
                                         2009                 2008                  2009
                                     -----------           -----------           -----------
                                      (restated)                                  (restated)
<S>                                   <C>                  <C>                  <C>
REVENUES
  Revenues                           $         --          $         --          $         --
                                     ------------          ------------          ------------
TOTAL REVENUES                                 --                    --                    --

OPERATIONG EXPENSES
  Professional Fees                        12,455                 8,500                20,955
  Property Expenditures                     8,500                   750                16,250
  Office and Administration                39,181                 4,595                44,366
                                     ------------          ------------          ------------
TOTAL OPERATING EXPENSES                  (60,135)              (13,845)              (81,571)

Provision for Income Taxes                     --                    --                    --
                                     ------------          ------------          ------------

NET INCOME (LOSS)                    $    (60,135)         $    (13,845)         $    (81,571)
                                     ============          ============          ============

BASIC EARNINGS PER SHARE             $      (0.00)         $      (0.00)
                                     ============          ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING             43,400,000            32,261,202
                                     ============          ============

</TABLE>


    The accompanying note are an integral part of these financial statements

                                       15
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f.k.a. HL Ventures Inc.)
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
              From May 21, 2007 (Inception) through July 31, 2009
                                   (restated)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                          Common       Additional      During
                                           Common         Stock         Paid-in      Development
                                           Stock          Amount        Capital         Stage          Total
                                           -----          ------        -------         -----          -----
<S>                                      <C>           <C>            <C>            <C>             <C>
BALANCE, MAY 21, 2007                            --      $     --      $     --       $      --      $      --

Stock issued for cash on June 29,
 2007 @ $0.005 per share                 11,200,000        11,200        (3,200)                         8,000

Stock issued for cash advanced on
 behalf of the Company on July 18,
 2007 @ $0.005 per share                  9,800,000         9,800        (2,800)                         7,000

Net loss, July 31, 2007                                                                  (7,590)        (7,590)
                                         ----------      --------      --------       ---------      ---------

BALANCE, JULY 31, 2007                   21,000,000        21,000        (6,000)         (7,590)         7,410
                                         ==========      ========      ========       =========      =========
Stock issued for cash on January 30,
 2008 @ $0.02 per share                  22,400,000        22,400        41,600                         64,000

Net loss, July 31, 2008                                                                 (13,845)       (13,845)
                                         ----------      --------      --------       ---------      ---------

BALANCE, JULY 31, 2008                   43,400,000        43,400        35,600         (21,435)        57,565
                                         ==========      ========      ========       =========      =========

Net loss, July 31, 2009                                                                 (60,135)       (60,135)
                                         ----------      --------      --------       ---------      ---------

BALANCE, JULY 31, 2009                   43,400,000      $ 43,400      $ 35,600       $ (81,571)     $  (2,571)
                                         ==========      ========      ========       =========      =========
</TABLE>

Note: On August 19, 2009 the Company effected a 7 for 1 forward split of its
      share capital such that every one share of common stock issued and
      outstanding prior to the split was exchanged for three post-split shares
      of common stock. This forward split has been retro-actively applied to all
      previous periods.


    The accompanying note are an integral part of these financial statements

                                       16
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f.k.a. HL Ventures Inc.)
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       May 21, 2007
                                                                                                        (inception)
                                                                  Year Ended         Year Ended           through
                                                                   July 31,           July 31,           July 31,
                                                                     2009               2008               2009
                                                                   --------           --------           --------
                                                                  (restated)                            (restated)
<S>                                                                <C>                <C>                <C>
OPERATING ACTIVITIES
  Net income (loss)                                                $(60,135)          $(13,845)          $(81,571)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    (Increase) decrease in Deposits                                   3,975             (4,250)              (276)
    Increase (decrease) in Accounts Payable                           5,669               (590)             5,669
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (50,492)           (18,685)           (76,177)

INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES            --                 --                 --

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                 --             64,000             79,000
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            --             64,000             79,000
                                                                   --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     (50,492)            45,315              2,823

CASH AT BEGINNING OF PERIOD                                          53,315              8,000                 --
                                                                   --------           --------           --------

CASH AT END OF PERIOD                                              $  2,823           $ 53,315           $  2,823
                                                                   ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
  Interest                                                         $     --           $     --           $     --
                                                                   ========           ========           ========

  Income Taxes                                                     $     --           $     --           $     --
                                                                   ========           ========           ========

</TABLE>


    The accompanying note are an integral part of these financial statements

                                       17
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Urban Barns Foods Inc. (f/k/a HL Ventures Inc., the "Company") was  incorporated
under  the laws of the State of Nevada  on May 21,  2007.  On July 22,  2009 the
Company  amended  its  Articles  of  Incorporation  to  change  its name from HL
Ventures  Inc. to Urban Barns  Foods Inc.  as well as  increase  the  authorized
shares to 100,000,000,  $0.001 par value common shares from  75,000,000,  $0.001
par value common  shares.  The Company was formed to engage in the  acquisition,
exploration and development of natural resource properties.

The Company  conducted  exploration  activities on its Luk 1-4 mineral claims in
Esmeralda  County,  Nevada during  April-May 2008 but results of the exploration
program were limited and it was eventually  decided,  after discussions with the
Company's  consulting  geologist,  to abandon  any  further  exploration  on the
claims.  Based on the poor  showings  of its  exploration  program  the  Company
proceeded  to look at  other  business  opportunities  in the aim of  maximizing
shareholder wealth.

On July 22,  2009,  the  Company  entered  into a binding  letter of intent (the
"LOI") with Urban Barns Foods Inc., an Alberta company  ("UB").  Pursuant to the
terms of the LOI,  the Company and UB have agreed to engage in a share  exchange
which,  if completed,  would result in UB becoming a wholly owned  subsidiary of
the Company.  On July 22, 2009 the Company filed an amendment to its articles of
incorporation to change its name from HL Ventures Inc. to Urban Barns Foods Inc.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, development of its business plan and
had previously commenced limited exploration activities on its mining claims.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective May 21, 2007 (inception).

                                       18
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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 financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. REVENUE

The Company  records  revenue on the accrual  basis when all goods and  services
have been performed and  delivered,  the amounts are readily  determinable,  and
collection  is  reasonably  assured.  The Company has not  generated any revenue
since its inception.

G. ADVERTISING

The Company will expense its  advertising  when incurred.  There has been $1,214
spent on advertising since inception.

                                       19
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

June 2009, the FASB issued SFAS No. 166,  "Accounting for Transfers of Financial
Assets--an  amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the  derecognition  guidance in FASB Statement No. 140,
eliminate  the  exemption  from  consolidation  for  qualifying  special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset  transfers  occurring after the beginning of an entity's first fiscal year
that begins after  November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a  material  effect on the  financial  position,  results of
operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 167,  "Amendments to FASB  Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities.  The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).

SFAS 167 is effective  as of the  beginning of the first fiscal year that begins
after November 15, 2009. SFAS 167 will be effective for the Company beginning in
2010.  The Company does not expect the provisions of SFAS 167 to have a material
effect on the  financial  position,  results of  operations or cash flows of the
Company.

In June 2009,  the FASB  issued  SFAS No. 168,  "The FASB  Accounting  Standards
Codification and the Hierarchy of Generally Accepted  Accounting  Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").  Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive  releases of the Securities and Exchange  Commission  ("SEC") under
authority of federal  securities laws are also sources of authoritative GAAP for
SEC registrants.

SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting standards. All
other  non-grandfathered  non-SEC  accounting  literature  not  included  in the
Codification  will become  non-authoritative.  SFAS No. 168 is effective for the
Company's  interim quarterly period beginning July 1, 2009. The Company does not
expect  the  adoption  of  SFAS  No.  168 to  have an  impact  on the  financial
statements.

In June 2009,  the  Securities  and  Exchange  Commission's  Office of the Chief
Accountant  and Division of Corporation  Finance  announced the release of Staff
Accounting  Bulletin  (SAB) No. 112. This staff  accounting  bulletin  amends or
rescinds portions of the interpretive  guidance included in the Staff Accounting
Bulletin Series in order to make the relevant  interpretive  guidance consistent
with current  authoritative  accounting and auditing guidance and Securities and
Exchange Commission rules and regulations.

                                       20
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Specifically,  the  staff is  updating  the  Series  in order to bring  existing
guidance into conformity with recent  pronouncements by the Financial Accounting
Standards Board,  namely,  Statement of Financial  Accounting  Standards No. 141
(revised 2007),  Business  Combinations,  and Statement of Financial  Accounting
Standards  No.  160,   Non-controlling   Interests  in  Consolidated   Financial
Statements.  The  statements  in staff  accounting  bulletins  are not  rules or
interpretations  of the  Commission,  nor are  they  published  as  bearing  the
Commission's  official approval.  They represent  interpretations  and practices
followed  by the  Division  of  Corporation  Finance and the Office of the Chief
Accountant  in  administering   the  disclosure   requirements  of  the  Federal
securities laws.

In April  2009,  the  FASB  issued  FSP No.  FAS  107-1  and APB  28-1,  Interim
Disclosures  about Fair Value of  Financial  Instruments.  This FSP amends  FASB
Statement No. 107,  Disclosures  about Fair Value of Financial  Instruments,  to
require  disclosures  about  fair value of  financial  instruments  for  interim
reporting  periods of publicly traded  companies as well as in annual  financial
statements.  This  FSP  also  amends  APB  Opinion  No.  28,  Interim  Financial
Reporting,  to require those disclosures in summarized financial  information at
interim  reporting  periods.  This FSP shall be effective for interim  reporting
periods  ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,  Recognition and
Presentation   of   Other-Than-Temporary   Impairments.   This  FSP  amends  the
other-than-temporary  impairment  guidance in U.S.  GAAP for debt  securities to
make  the  guidance  more  operational  and  to  improve  the  presentation  and
disclosure of other-than-temporary  impairments on debt and equity securities in
the  financial  statements.  The FSP does not  amend  existing  recognition  and
measurement  guidance  related  to  other-than-temporary  impairments  of equity
securities.  The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009.  The Company  currently  does not have any financial
assets that are other-than-temporarily impaired.

In April  2009,  the FASB  issued FSP No. FAS  141(R)-1,  Accounting  for Assets
Acquired  and  Liabilities  Assumed  in a Business  Combination  That Arise from
Contingencies,  to address some of the application issues under SFAS 141(R). The
FSP deals with the initial recognition and measurement of an asset acquired or a
liability  assumed in a business  combination  that  arises  from a  contingency
provided the asset or liability's  fair value on the date of acquisition  can be
determined.  When the fair value can-not be  determined,  the FSP requires using
the  guidance  under  SFAS  No.  5,  Accounting  for  Contingencies,   and  FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.

                                       21
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

This FSP was effective for assets or liabilities  arising from  contingencies in
business  combinations  for which the acquisition date is on or after January 1,
2009.  The adoption of this FSP has not had a material  impact on our  financial
position,  results of operations, or cash flows during the six months ended June
30, 2009.

In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value When
the Volume and Level of Activity for the Asset or Liability  Have  Significantly
Decreased and Identifying  Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides  guidance on estimating  fair value when market  activity
has  decreased   and  on   identifying   transactions   that  are  not  orderly.
Additionally,  entities are  required to disclose in interim and annual  periods
the inputs and  valuation  techniques  used to measure  fair value.  This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3,  "Determining the Fair Value
of a Financial  Asset When the Market for That Asset is Not  Active,"  ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective  upon  issuance,  including  prior periods for which
financial  statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the  Company's  results of  operations,  financial  condition  or cash
flows.

In  December  2008,  the  FASB  issued  FSP  No.  FAS  140-4  and  FIN  46(R)-8,
"Disclosures  by Public  Entities  (Enterprises)  about  Transfers  of Financial
Assets and Interests in Variable Interest  Entities." This  disclosure-only  FSP
improves the  transparency of transfers of financial  assets and an enterprise's
involvement   with   variable   interest    entities,    including    qualifying
special-purpose  entities.  This FSP is effective for the first reporting period
(interim or annual)  ending after  December 15, 2008,  with earlier  application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact  on the  Company's  results  of  operations,  financial
condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1,  "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires   additional  fair  value  disclosures  about  employers'  pension  and
postretirement  benefit plan assets  consistent with guidance  contained in SFAS
157. Specifically,  employers will be required to disclose information about how
investment  allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value  measurements  of plan assets.  This FSP is effective for
fiscal  years ending  after  December 15, 2009.  The Company does not expect the
adoption  of FSP FAS  132(R)-1  will have a  material  impact  on its  financial
condition or results of operation.

                                       22
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In September  2008, the FASB issued  exposure  drafts that eliminate  qualifying
special  purpose  entities  from the guidance of SFAS No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB  Interpretation 46 (revised December 2003),  "Consolidation of Variable
Interest  Entities  - an  interpretation  of ARB  No.  51,"  as  well  as  other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the  changes  will not have a  significant  impact  on the  Company's  financial
statements.  The changes  would be  effective  March 1, 2010,  on a  prospective
basis.

In June 2008,  the FASB  issued FASB Staff  Position  EITF  03-6-1,  Determining
Whether   Instruments   Granted  in   Share-Based   Payment   Transactions   Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments  granted  in  share-based  payment  transactions  are  participating
securities  prior  to  vesting,  and  therefore  need  to  be  included  in  the
computation  of earnings  per share under the  two-class  method as described in
FASB Statement of Financial  Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective  for financial  statements  issued for fiscal years
beginning on or after December 15, 2008 and earlier  adoption is prohibited.  We
are not required to adopt FSP EITF  03-6-1;  neither do we believe that FSP EITF
03-6-1 would have material  effect on our  consolidated  financial  position and
results of operations if adopted.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

                                       23
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had no operations during the period from May 21, 2007 (inception) to
July 31,  2009  and  generated  a net loss of  $81,571.  This  condition  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Even though the Company is  currently in the  development  stage and has minimal
expenses,  management does not believe that the company's current cash of $2,823
will be  sufficient to cover the expenses they will incur during the next twelve
months.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.  The officers
and directors of the Company are involved in other business  activities and may,
in the future,  become involved in other business  opportunities  as they become
available.

Thus they may face a conflict in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

                                       24
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 6. INCOME TAXES

                                                             As of July 31, 2009
                                                             -------------------
     Deferred tax assets:
       Net operating tax carryforwards                            $ 81,571
       Other                                                             0
                                                                  --------
       Gross deferred tax assets                                    27,734
       Valuation allowance                                         (27,734)
                                                                  --------

       Net deferred tax assets                                    $      0
                                                                  ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of July 31,  2009,  the  Company has a net  operating  loss  carryforward  of
approximately $81,571. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On June 29, 2007 the Company issued a total of 11,200,000 shares of common stock
to one director for cash at $0.000714 per share for a total of $8,000.

On July 18, 2007 the Company issued a total of 9,800,000  shares of common stock
to one  director  for cash  advanced on behalf of the Company at  $0.000714  per
share for a total of $7,000.

On January 30, 2008 the Company  issued a total of  22,400,000  shares of common
stock to twenty six  unrelated  investors  for cash at $0.00286  per share for a
total of $64,000.

As of July 31, 2009 the Company had 43,400,000 shares of common stock issued and
outstanding.

                                       25
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of July 31, 2009:

     *    Common  stock,  $ 0.001  par  value:  100,000,000  shares  authorized;
          43,400,000 shares issued and outstanding.

NOTE 10. SUBSEQUENT EVENTS

On August 19,  2009 the  Company  effected a 7 for 1 forward  split of its share
capital such that every one share of common stock issued and  outstanding  prior
to the split was exchanged  for seven  post-split  shares of common stock.  This
forward split has been retro-actively applied to all previous periods.

NOTE 11. RESTATED FINANCIAL STATEMENTS

The Company has restated its  financial  statements  for the year ended July 31,
2009.  During  preparation of the interim  financial  statements for the quarter
ended  October 31, 2009 it was  discovered  that an invoice  from the  Company's
attorneys  in the amount of $4,455 that was dated July 31, 2009 was omitted from
the year end statements as it was not received till long after its invoice date.
It was also discovered that an amount of $34 for monthly  telephone  charges for
the month of August  2009 was  incorrectly  attributed  to the month of July and
recorded as a liability.  These two  transactions  resulted in a net increase in
accounts  payable of $4,421  and a  corresponding  increase  in  expenses  which
affected accounts on the Balance sheets, Statements of Operations,  Statement of
Stockholders'  Equity,  and Statements of Cash Flows for the both the year ended
July 31, 2009 as well as for the period from  inception  to July 31,  2009.  The
following is a comparison of the summarized  financial statements of the Company
before and after the restatement.

                                       26
<PAGE>
                             URBAN BARNS FOODS INC.
                            (f/k/a HL Ventures Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              Year Ended                           From Inception
                                                            to July 31, 2009                      To July 31, 2009
                                                  ----------------------------------      ----------------------------------
                                                  Original     Restated       Change      Original     Restated       Change
                                                  --------     --------       ------      --------     --------       ------
<S>                                              <C>           <C>           <C>          <C>           <C>          <C>
BALANCE SHEET
  Accounts Payable                               $  1,248      $  5,669      $  4,421
  Total Current Liabilities                         1,248         5,669         4,421
  Total Liabilities                                 1,248         5,669         4,421
  Deficit accumulated during development stage    (77,150)      (81,571)       (4,421)
  Total Stockholders' Equity                     $  1,850      $ (2,571)     $ (4,421)

STATEMENT OF OPERATIONS
  Professional Fees                              $  8,000      $ 12,455      $  4,455     $ 16,500      $ 20,955     $  4,455
  Office and Administration                        39,215        39,181           (34)      44,400        44,366          (34)
  Total Operating Expenses                        (55,715)      (60,135)       (4,421)     (77,150)      (81,571)      (4,421)
  Net Income (Loss)                              $(55,715)     $(60,135)     $ (4,421)    $(77,150)     $(81,571)    $ (4,421)

STATEMENT OF CASHFLOWS
  Net income (loss)                              $(55,715)     $(60,135)     $ (4,421)    $(77,150)     $(81,571)    $ (4,421)
  Increase (decrease) in Accounts Payable        $  1,248      $  5,669      $  4,421     $  1,248      $  5,669     $  4,421
</TABLE>

                                       27
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms relating to our company, particularly during the period when
this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

                                       28
<PAGE>
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of July 31, 2009, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE  SEGREGATION OF DUTIES:  We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended July 31, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

                                       29
<PAGE>
CEO AND CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The officer and directors of Urban Barns Foods Inc. as of July 31, 2009, whose
one year terms will expire 6/1/10, or at such a time as their successor(s) shall
be elected and qualified are as follows:

Name & Address         Age     Position      Date First Elected    Term Expires
--------------         ---     --------      ------------------    ------------

Deniz Hassan            27     President,          5/21/07            6/1/10
Office 404 - 4th Floor         Secretary,
Albany House                   Treasurer,
324-326 Regent Street          CFO, CEO &
London W1B 3HH                 Director
United Kingdom

Adrian Lee              43     Director            5/21/07            6/1/10
Office 404 - 4th Floor
Albany House
324-326 Regent Street
London W1B 3HH
United Kingdom

The foregoing persons are promoters of Urban Barns Foods Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Mr. Hassan currently devotes 4-5 hours per week to company matters. In the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company. Mr. Lee currently devotes 1-2
hours per week to company matters.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,

                                       30
<PAGE>
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

BACKGROUND INFORMATION

DENIZ HASSAN has been President, Secretary, Treasurer, CEO, CFO and Director of
the Company since inception. His work experience includes the following:

     2005 to the present       Advertising Manager for Third Sector, Haymarket
                               Media.  Third Sector is Great Britain's market
                               leading publication for the not-for-profit sector

     2003 to 2005              Online Design & Engineering Design Engineer,
                               designing safe piping systems for major oil
                               refineries

Education 2000 - 2003          BEng (Hons) Mechanical Design, Materials and
                               Manufacturing Engineering

ADRIAN LEE has been a Director of the Company since inception. His work
experience includes the following:

     2003 to the present       Commercial Sales Director for Stoneacre, a
                               Doncaster, South Yorkshire automotive company

     1999 to 2003              Senior Sales Manager for Reg Vardy, a Doncaster
                               automotive company.

     1996 to 1999              Tool Engineer for Picador Engineering, Doncaster.

     1992 - 1996               Tool Engineer for Linton and Hurst, Doncaster

     1986 - 1992               Clearance Diver for Her Majesty's Forces - Navy

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

                                       31
<PAGE>
     *    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;
     *    Full, fair, accurate, timely and understandable disclosure in reports
          and documents that we file or submit to the Securities & Exchange
          Commission and in other public communications made by us;
     *    Compliance with applicable governmental laws, rules and regulations;
     *    The prompt internal reporting to an appropriate person or persons
          identified in the code of violations of our Code of Ethical Conduct;
          and
     *    Accountability for adherence to the Code.

CONFLICTS

None as of the date of this filing.

NOMINATING COMMITTEE

We have not implemented any material changes to the procedures by which security
holders may recommend nominees to our Board of Directors during the twelve
months ended July 31, 2009.

AUDIT COMMITTEE

The functions of the Audit Committee are currently carried out by our Board of
Directors. Our Board of Directors has determined that we do not have an audit
committee financial expert on our Board of Directors carrying out the duties of
the Audit Committee. The Board of Directors has determined that the cost of
hiring a financial expert to act as a director of us and to be a member of the
Audit Committee or otherwise perform Audit Committee functions outweighs the
benefits of having a financial expert on the Audit Committee.

SIGNIFICANT EMPLOYEES

Other than the senior officer described above, we do not expect any other
individuals to make a significant contribution to our business.

FAMILY RELATIONSHIPS

None.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, promoters or control persons have
been involved in any of the following events during the past five years:

     *    any bankruptcy petition filed by or against any business of which such
          person was a general partner or executive officer either at the time
          of the bankruptcy or within two years prior to that time;

                                       32
<PAGE>
     *    any conviction in a criminal proceeding or being subject to a pending
          criminal proceeding (excluding traffic violations and other minor
          offenses);
     *    being subject to any order, judgment, or decree, not subsequently
          reversed, suspended or vacated, of any court of competent
          jurisdiction, permanently or temporarily enjoining, barring,
          suspending or otherwise limiting his involvement in any type of
          business, securities or banking activities; or
     *    being found by a court of competent jurisdiction (in a civil action),
          the SEC or the Commodity Futures Trading Commission to have violated a
          federal or state securities or commodities law, and the judgment has
          not been reversed, suspended, or vacated.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING

Section 16(a) of the Securities Exchange Act of 1934 requires a company's
directors and officers, and persons who own more than ten-percent (10%) of the
company's common stock, to file with the Securities and Exchange Commission
reports of ownership on Form 3 and reports of change in ownership on Forms 4 and
5. Such officers, directors and ten-percent stockholders are also required to
furnish the company with copies of all Section 16(a) reports they file. Based on
the fact that we do not have a class of securities registered under the Section
12 of the Securities Exchange Act of 1934 none of our 10% shareholders,
directors or officers have been required for file reports under Section 16(a) of
the Securities Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION

Our current officer receives no compensation. The Board of Directors at July 31,
2009 is comprised of Mr. Lee and Mr. Hassan.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                Change in
                                                                                 Pension
                                                                                Value and
                                                                  Non-Equity   Nonqualified
                                                                  Incentive     Deferred       All
  Name and                                                          Plan         Compen-      Other
 Principal                                    Stock      Option    Compen-       sation      Compen-
 Position         Year   Salary     Bonus     Awards     Awards    sation       Earnings     sation     Total
 --------         ----   ------     -----     ------     ------    ------       --------     ------     -----
<S>               <C>       <C>       <C>       <C>        <C>        <C>           <C>         <C>     <C>
Adrian Lee        2009     0          0          0          0         0             0           0         0
Director          2008     0          0          0          0         0             0           0         0
                  2007     0          0          0          0         0             0           0         0

Deniz Hassan      2009     0          0          0          0         0             0           0         0
CEO, CFO,         2008     0          0          0          0         0             0           0         0
President,        2007     0          0          0          0         0             0           0         0
Secretary,
Treasurer &
Director
</TABLE>

                                       33
<PAGE>
There are no current employment agreements between the Company and its executive
officer.

On June 29, 2007, a total of 1,600,000 shares of common stock were issued to Mr.
Hassan in exchange for cash in the amount of $8,000 U.S., or $.005 per share. On
July 18, 2007 an additional 1,400,000 shares were issued to him in exchange for
$7,000 in mineral property expenses he paid on behalf of the Company. Pursuant
to the 7 for 1 forward stock split that became effective on August 19, 2009, Mr.
Hassan currently holds 20,500,000 shares of common stock.

The terms of these stock issuances were as fair to the Company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.

Mr. Hassan currently devotes approximately 4-5 hours per week to manage the
affairs of the Company. Mr. Lee currently devotes 1-2 hours per week to the
Company. Mr. Lee and Mr. Hassan have agreed to work with no remuneration until
such time as the Company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the Board of Directors or a committee
thereof.

COMPENSATION OF DIRECTORS

We reimburse our directors for expenses incurred in connection with attending
board meetings but did not pay director's fees or other cash compensation for
services rendered as a director in the year ended July 31, 2009.

We have no standard arrangement pursuant to which our directors are compensated
for their services in their capacity as directors. The Board of Directors may
award special remuneration to any director undertaking any special services on
behalf of our company other than services ordinarily required of a director. No
director received and/or accrued any compensation for his services as a
director, including committee participation and/or special assignments.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We do not currently have a compensation committee of the Board of Directors or a
committee performing similar functions. The Board of Directors as a whole
participates in the consideration of executive officer and director
compensation.

                                       34
<PAGE>
COMPENSATION COMMITTEE REPORT

Our sole directors and executive officer have reviewed the Compensation
Discussion and Analysis and the requirements pertaining to this item. Our
management has determined that no disclosure is necessary as we have not adopted
any compensation programs and we have approved that a statement to that effect
be disclosed in this Form 10-K

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Urban Barns
Foods, Inc. voting securities by officers, directors and major shareholders as
well as those who own beneficially more than five percent of our common stock as
of July 31, 2009:


          Name of                          No. of            Percentage
     Beneficial Owner(1)                   Shares           of Ownership:
     -------------------                   ------           -------------

     Deniz Hassan                        20,500,000              48%

     Adrian Lee                                   0               0%

     All Officers and
      Directors as a Group               20,500,000              48%

----------
(1)  Each of the persons named may be deemed to be a "parent" and "promoter" of
     the Company, within the meaning of such terms under the Securities Act of
     1933, as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Lee and Mr. Hassan were not paid for any underwriting services that they
performed on our behalf with respect to our recent offering. They will also not
receive any interest on any funds that they may advance to us for expenses
incurred prior to generating revenue.

On June 29, 2007, a total of 1,600,000 shares of Common Stock were issued to Mr.
Hassan in exchange for $8,000 US, or $.005 per share. On July 18, 2007 an
additional 1,400,000 shares were issued to him in exchange for $7,000 in mineral
property costs that he paid on behalf of the company. Pursuant to the 7 for 1
forward stock split that became effective on August 19, 2009, Mr. Hassan
currently holds 20,500,000 shares of common stock. All of such shares are
"restricted" securities, as that term is defined by the Securities Act of 1933,
as amended, and are held by an officer and director of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended July 31, 2009, the total fees charged to the company for
audit services including quarterly reviews were $8,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.

For the year ended July 31, 2008, the total fees charged to the company for
audit services including quarterly reviews were $7,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.

                                       35
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

Exhibit
Number                                Description
------                                -----------

  3(i)    Articles of Incorporation *
  3(ii)   Bylaws *
 10.1     Share Exchange Agreement Entered into with Urban Barns Foods Inc. (1)
 31.1     Sec. 302 Certification of Chief Executive Officer
 31.2     Sec. 302 Certification of Chief Financial Officer
 32.1     Sec. 906 Certification of Chief Executive Officer
 32.2     Sec. 906 Certification of Chief Financial Officer

----------
*    Document is incorporated by reference and can be found in its entirety in
     our Registration Statement on Form SB-2, SEC File Number 333-145897, at the
     Securities and Exchange Commission website at www.sec.gov.

(1)  Filed as an exhibit to our Current Report on Form 8-K filed on October 9,
     2009.

                                   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.

December 15, 2009        Urban Barns Foods Inc.


                             /s/ Jacob Benne
                             ---------------------------------------------------
                         By: Jacob Benne
                             (Chief Executive Officer, Chief Financial Officer,
                             President & Director)


                             /s/ Dan Meikleham
                             ---------------------------------------------------
                         By: Dan Meikleham
                             (Chief Financial Officer, Principal Accounting
                             Officer Secreatary & Treasurer)


                             /s/ Robyn Jackson
                             ---------------------------------------------------
                         By: Robyn Jackson
                             (Director)


                                       36