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

                                   FORM 10-Q/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2009

                        Commission file number 333-145897


                             URBAN BARNS FOODS INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                      Office 404 - 4th Floor, Albany House
                              324-326 Regent Street
                         London, United Kingdom W1B 3HH
          (Address of principal executive offices, including zip code)

                                  702-993-6122
                     (Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]

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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 43,400,000 shares as of October 16,
2009
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.

The un-audited financial statements for the quarter ended April 30, 2009
immediately follow.



                                       2
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                   April 30,          July 31,
                                                                     2009               2008
                                                                   --------           --------
                                                                  (Unaudited)
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $ 40,799           $ 53,315
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                 40,799             53,315

OTHER ASSETS
  Deposits                                                               --              4,250
                                                                   --------           --------

      TOTAL ASSETS                                                 $ 40,799           $ 57,565
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 6,200,000 shares issued and outstanding
   as of April 30, 2009 and July 31, 2008)                         $  6,200           $  6,200
  Additional paid-in capital                                         72,800             72,800
  Deficit accumulated during development stage                      (38,201)           (21,435)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           40,799             57,565
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 40,799           $ 57,565
                                                                   ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                            Statements of Operations
                                  (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   May 21, 2007
                               Three Months     Three Months      Nine Months      Nine Months      (inception)
                                  Ended            Ended            Ended            Ended            through
                                 April 30,        April 30,        April 30,        April 30,        April 30,
                                   2009             2008             2009             2008             2009
                                ----------       ----------       ----------       ----------       ----------
<S>                             <C>              <C>              <C>              <C>              <C>
REVENUES
  Revenues                      $       --       $       --       $       --       $       --       $       --
                                ----------       ----------       ----------       ----------       ----------
TOTAL REVENUES                          --               --               --               --               --

OPERATIONG EXPENSES
  Professional Fees                  1,500            3,000            6,500            7,000           15,000
  Property Expenditures                 --               --            8,500              750           16,250
  Office and Administration            344              723            1,766            2,634            6,951
                                ----------       ----------       ----------       ----------       ----------
TOTAL OPERATING EXPENSES            (1,844)          (3,723)         (16,766)         (10,384)         (38,201)
                                ----------       ----------       ----------       ----------       ----------

NET INCOME (LOSS)               $   (1,844)      $   (3,723)      $  (16,766)      $  (10,384)      $  (38,201)
                                ==========       ==========       ==========       ==========       ==========

BASIC EARNINGS PER SHARE        $    (0.00)      $    (0.00)      $    (0.00)      $    (0.00)
                                ==========       ==========       ==========       ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING       6,200,000        6,200,000        6,200,000        4,074,453
                                ==========       ==========       ==========       ==========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      May 21, 2007
                                                                 Nine Months        Nine Months        (inception)
                                                                   Ended              Ended              through
                                                                  April 30,          April 30,          April 30,
                                                                    2009               2008               2009
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(16,766)          $(10,384)          $(38,201)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    (Increase) decrease in Deposits                                  4,250             (4,250)                --
    Increase (decrease) in Accounts Payable                             --               (590)                --
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (12,516)           (15,224)           (38,201)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                              --              3,200              6,200
  Additional paid-in capital                                            --             60,800             72,800
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           --             64,000             79,000
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                    (12,516)            48,776             40,799

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

CASH AT END OF PERIOD                                             $ 40,799           $ 56,776           $ 40,799
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
  Interest                                                        $     --           $     --           $     --
                                                                  ========           ========           ========
  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Urban Barns Foods Inc.  (the  Company)  was  incorporated  under the laws of the
State of  Nevada  on May 21,  2007.  The  Company  was  formed  to engage in the
acquisition, exploration and development of natural resource properties.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

In the  opinion of  management,  the  accompanying  balance  sheets and  related
interim statements of income,  cash flows, and stockholders'  equity include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting  principles generally accepted in the
United States of America ("U.S. GAAP").  Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets,  liabilities,  revenue,  and expenses.  Actual  results and outcomes may
differ from management's estimates and assumptions.

Interim results are not  necessarily  indicative of results for a full year. The
information  included  in this Form  10-Q  should  be read in  conjunction  with
information included in the Form 10-K.

B. 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.

C. 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).

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.

                                       6
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. CASH EQUIVALENTS

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

E. 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.

F. 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.

NEW ACCOUNTING PRONOUNCEMENTS:

RECENT ACCOUNTING PRONOUNCEMENTS

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.

                                       7
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 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

                                       8
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use

                                       9
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141 (revised  2007).  The Company
will adopt this Statement  beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations'.   This  Statement  replaces  FASB  Statement  No.  141,  Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or

                                       10
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entity's  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
consolidated financial position, results of operations or cash flows.

                                       11
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

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
April 30,  2009 and  generated  a net loss of  $38,201.  This  condition  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Because  the  Company is  currently  in the  exploration  stage and has  minimal
expenses,  management  believes  that the  company's  current cash of $40,799 is
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.

NOTE 6. INCOME TAXES

                                                            As of April 30, 2009
                                                            --------------------
     Deferred tax assets:
       Net operating tax carryforwards                            $ 38,201
       Other                                                             0
                                                                  --------
       Gross deferred tax assets                                    12,989
       Valuation allowance                                         (12,989)
                                                                  --------

       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.

                                       12
<PAGE>
                             URBAN BARNS FOODS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009
--------------------------------------------------------------------------------

NOTE 8. NET OPERATING LOSSES

As of April 30,  2009,  the Company has a net  operating  loss  carryforward  of
approximately $38,201. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 9. 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 1,600,000  shares of common stock
to one director for cash at $0.005 per share for a total of $8,000.

On July 18, 2007 the Company issued a total of 1,400,000  shares of common stock
to one director  for cash  advanced on behalf of the Company at $0.005 per share
for a total of $7,000.

On January  30, 2008 the Company  issued a total of  3,200,000  shares of common
stock to twenty six unrelated  investors for cash at $0.02 per share for a total
of $64,000.

As of April 30, 2009 the Company had 6,200,000 shares of common stock issued and
outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of April 30, 2009:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          6,200,000 shares issued and outstanding.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 and actual results may differ materially from historical
results or our predictions of future results.

RESULTS OF OPERATIONS

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

We incurred operating expenses of $1,844 for the three months ended April 30,
2009. These expenses consisted of $344 in general operating expenses and $1,500
in professional fees. For the same quarter ended April 30, 2008 we incurred
operating expenses of $3,723. These expenses consisted of $723 in general
operating expenses and $3,000 in professional fees.

Our net loss from inception (May 21, 2007) through April 30, 2009 was $38,201.

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.

The following table provides selected financial data about our company for the
quarter ended April 30, 2009.

                     Balance Sheet Data:           4/30/09
                     -------------------           -------

                     Cash                          $40,799
                     Total assets                  $40,799
                     Total liabilities             $     0
                     Shareholders' equity          $40,799

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at April 30, 2009 was $40,799. 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. We are an
exploration stage company and have generated no revenue to date.

                                       14
<PAGE>
PLAN OF OPERATION

The consulting geologist has completed Phase 1 of the exploration program and
provided us with his report. The results were not very promising and after
reviewing the report management has decided to put the exploration program on
hold while they determine an appropriate plan of action to provide the best
return on investment to the shareholders.

If we decide to proceed with further exploration, our plan of operation for the
next twelve months is to complete the next phase of the exploration program. In
addition to the $8,500 we anticipate spending for the second phase of the
exploration program as outlined below, we anticipate spending an additional
$6,500 on professional fees and general administrative costs. Total expenditures
over the next 12 months are therefore expected to be approximately $15,000.

The following work program has been recommended by the consulting geologist who
prepared the geology report.

PHASE 1 (COMPLETED)
Detailed prospecting, mapping and soil geochemistry.
The program is expected to take four weeks to complete
including the turn-around time on sample analyses. The
estimated cost for this program is all inclusive                   $ 8,500

PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. The program is expected to take two
weeks to complete. The estimated cost includes transportation,
travel, accommodation, board, grid installation, two
geophysical surveys, maps and report                                 8,500

PHASE 3
Induced polarization survey over grid controlled anomalous
areas of interest outlined by Phase 1&2 programs. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, maps and reports                        40,000
                                                                   -------

                                     Total                         $57,000
                                                                   =======

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. Each phase following phase 1 is
contingent upon favorable results from the previous phase.

If we decide to proceed with phase two of the exploration program the estimated
cost of this program is $8,500 and will take approximately 2 weeks to complete

                                       15
<PAGE>
and an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.

Following phase two of the exploration program, if it proves successful and we
are able to generate the necessary funding, we intend to proceed with phase
three of our exploration program. The estimated cost of this program is $40,000
and will take approximately 4 weeks to complete and an additional two months for
the consulting geologist to receive the results from the assay lab and prepare
his report.

If we decide to proceed with exploration we anticipate commencing the second
phase of our exploration program in summer 2009. If a phase 3 is warranted and
we are able to raise the necessary funding through loans or another stock
offering we would begin phase 3 in 2010. We have a verbal agreement with James
McLeod, the consulting geologist who prepared the geology report on our claims,
to retain his services for our exploration program. We cannot provide investors
with any assurance that we will be able to raise sufficient funds to proceed
with any work after the exploration program if we find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures ("Disclosure Controls") as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.

CHANGES IN INTERNAL CONTROLS

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended April 30, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

                                       16
<PAGE>
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

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.

                                       17
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing:

     Exhibit No.                        Description
     -----------                        -----------

        3.1          Articles of Incorporation*
        3.2          Bylaws*
       31.1          Sec. 302 Certification of Principal Executive Officer
       31.2          Sec. 302 Certification of Principal Financial Officer
       32.1          Sec. 906 Certification of Principal Executive Officer
       32.2          Sec. 906 Certification of Principal 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.

                                   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.

October 16, 2009         Urban Barns Foods Inc.


                             /s/ Deniz Hassan
                             ---------------------------------------------------
                         By: Deniz Hassan
                             (Chief Executive Officer, Chief Financial Officer,
                             Principal Accounting Officer, President, Secretary,
                             Treasurer & Sole Director)

                                       18