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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 2011

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

Nevada
(State or other jurisdiction of incorporation or organization)

333-145897
Commission File Number

7170 Glover Drive
Milner, British Columbia, Canada V0X 1T0
(Address of principal executive offices)

Registrant’s telephone number, including area code:
604.888.0420

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))



SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Effective on December 19, 2011, the Board of Directors of Urban Barns Foods Inc., a Nevada corporation (the "Company"), accepted the resignation of Mark Hanson as a member of the Board of Directors of the Company. Mr. Hanson did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Therefore, as of the date of this Current Report, the Board of Directors consists of Daniel Meikleham, Jacob Benne, J.Robyn Jackson and Cesar A. Montilla, Jr.

   
   
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01         Financial Statements and Exhibits
 
(a) Financial Statements of Business Acquired.
Not applicable.
 
(b) Pro forma Financial Information.
Not applicable.
 
(c) Shell Company Transaction.
Not applicable.
 
(d) Exhibits.
Not applicable.

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.

Date: December 19, 2011 Urban Barns Foods Inc.
  (Registrant)
     
     
    /s/ Jacob Benne
   

Jacob Benne

   

President, Chief

   

Executive Officer,

   

Director