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URBAN AG. CORP.

800 TURNPIKE STREET, SUITE 103

NORTH ANDOVER, MA 01845

January 14, 2014

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

	Attn:		Tracie Towner Staff Accountant

	Re:		Urban AG. Corp
			Item 4.01 8-K
			Filed December 20, 2013
			File No.0-52327

Ladies and Gentlemen:

As the Chief Executive Officer of Urban Ag. Corp. I hereby acknowledge that:

·		The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·		Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·		The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.