SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No.___)

Check the appropriate box:

[   ]
Preliminary Information Statement
   
[   ]
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
   
[X]
Definitive Information Statement

URBAN AG. CORP.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[   ]
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
     
 
1.
Title of each class of securities to which transaction applies:
 
2.
Aggregate number of securities to which transaction applies:
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth amount on which filing fee is calculated and state how it was determined):
 
4.
Proposed maximum aggregate value of transaction:
 
5.
Total fee paid:
   
[   ]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of the filing.
     
 
1.
Amount previously paid:
 
2.
Form, Schedule or Registration Statement No.:
 
3.
Filing Party:
 
4.
Date Filed:




 
 
 


URBAN AG. CORP.
800 TURNPIKE STREET, SUITE 103
NORTH ANDOVER, MASSACHUSETTS 01845
(774) 847-7688

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
__________________

WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
__________________

To the Stockholders of Urban Ag. Corp.:

NOTICE IS HEREBY GIVEN that certain stockholders of Urban Ag. Corp., a Delaware corporation (“Urban Ag” or the “Company”) have consented to taking of corporate actions by consent in lieu of a meeting of stockholders.  The corporate actions will be effective 20 days after the mailing of this information statement to:

Approve an amendment to our Articles of Incorporation to affect a reverse stock split of all of the outstanding shares of Common Stock, at a ratio of one-for-twenty.

Only stockholders of record at the close of business on May 5, 2014 are entitled to notice of these corporate actions.  Holders of holders of 100% of our Series A Preferred Stock gave their written consent to the above corporate actions on February 10, 2014.  This written consent was obtained pursuant Section 228(a) of the Delaware General Corporation Law, as amended.

For further information regarding the matters as to which stockholder consent was given, I urge you to carefully read the accompanying Information Statement. If you have questions about these proposals or would like additional copies of the Information Statement, you should contact Billy Ray, Secretary, Urban Ag. Corp. 800 Turnpike Street, Suite 103, North Andover, Massachusetts 01845; telephone: (774) 847-7688.

 
By order of the Board of Directors
 
 
 
BILLY RAY
 
Billy Ray
 
President and Chief Executive Officer
North Andover, Massachusetts
 
April 15, 2014
 



 
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URBAN AG. CORP.
800 TURNPIKE STREET, SUITE 103
NORTH ANDOVER, MASSACHUSETTS 01845
(774) 847-7688

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934

This Information Statement (the “Information Statement”) is being mailed on or about April 15, 2014 to the holders of record at the close of business on April 15, 2014, of the Common Stock of Urban Ag. Corp., a Delaware corporation (“Urban Ag.” or the “Company”), in connection with action by written consent in lieu of stockholders meeting to authorize and approve:

An amendment to our Certificate of Incorporation to affect a reverse stock split of all of the outstanding shares of Common Stock, at a ratio of one-for-twenty.

Members of the Board of Directors and stockholders owning or having voting authority 10,000,000 shares of our Series A Preferred Stock have voted in favor of the above actions (the “Consenting Stockholders”) on February 10.  These stockholdings represent 91%, of the total outstanding Preferred Stock of Urban Ag sufficient to take the proposed action on the record date of May 5, 2014.  Pursuant to Reg.§240.14c-2(b), these actions will not be effective until 20 days after this Information Statement is mailed to stockholders.  Dissenting stockholders do not have any statutory appraisal rights as a result of the action taken.  The Board of Directors does not intend to solicit any proxies or consents from any other stockholders in connection with this action.  The Board of Directors has withheld the implementation of the reverse split since December, 2012 but has continuously reported in its periodic reports that it had the required votes to effectuate such split and has elected to complete the reverse split at this time.

Section 141(f) of the Delaware General Corporation Law (the “Delaware Law”) provides that any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action.  In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above actions as early as possible in order to accomplish the purposes hereafter described, the Board of Directors voted to utilize, and did in fact obtain, the written consent of the Consenting Stockholders who own shares representing a majority of our common stock.

Pursuant to Section 228(c) of the Delaware Law, we are required to provide prompt notice of the taking of the corporate action without a meeting to the stockholders of record who have not consented in writing to such action. This Information Statement is intended to provide such notice. No dissenters’ or appraisal rights under the Delaware Law are afforded to the Company’s stockholders as a result of the approval of the proposals.

This Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 
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The entire cost of furnishing this Information Statement will be borne by Urban Ag.  We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.

WHAT VOTE WAS REQUIRED TO APPROVE THE AMENDMENT?

For the approval of the proposed corporate actions, the affirmative vote of a majority of the shares of preferred stock outstanding and entitled to vote at the record date, or 5,000,001 was required for approval.


CONSENTING SHAREHOLDERS

On February 10, 2014, our board of directors unanimously adopted resolutions declaring the advisability of, and recommended that shareholders approve the amendment to the Company’s Certificate of Incorporation to authorize a reverse split of one-for-twenty of its shares of common stock.  In connection with the adoption of these resolutions, the board elected to seek the written consent of the holders of a majority of our outstanding Series A  Preferred Stock in order to reduce the costs and implement the proposals in a timely manner  The holders a majority of the Series A Preferred Stock have the right to vote their shares to approve this corporate matter without seeking the vote of common stockholders whereby it votes the number that equals a majority of the outstanding shares of common stock at the time of such vote and thereby contol the voting power of the Company.

On February 10, 2014, the following consenting shareholders, who collectively own 100% of our Series A Preferred Stock, consented in writing to the proposed Amendment:

Name
No. of Shares
Percentage
Magliochetti Family 2009
   
Trust, Peter Johnson, Esq. Trustee
10,000,000
91%

Under Delaware law, we are required to give all shareholders written notice of any actions that are taken by writtten consent without a shreholder meeting.  Under Section 14(c) of the Exchange Act, the transactions cannot become effective until 20 days after the mailing date of this Information Statement to our shareholders.

We are not seeking written consent from any of our shareholders and our other shareholders will not be given an opportunity to vote with respect to the transactions.  All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purposes of:

·
Advising shareholders of the action taken by written consent, as required by Delaware law; and
·
Giving shareholders advance notice of the actions taken, as required by the Exchange Act.

Shareholders who were not afforded an opportunity to consent or otherwise vote with respect to the actions taken have no right under Delaware law to dissent or require a vote of all our shareholders.


 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 14, 2014, certain information with respect to the Company’s equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Series A Preferred Stock
 
Title of Class
 
Name and Address
of Beneficial Owner (3)
 
Amount and
Nature of
Beneficial
Ownership
 
Percent
of Class (1)
             
Series A Preferred
Stock
 
Magliochetti Family 2009 Trust, Peter Johnson Esq.,
Trustee (4)
 
10,000,000
 
91%
Series A Preferred
Stock
 
Billy V. Ray Jr. (2)
 
-0-
 
N/A
Series A Preferred
Stock
     
-0-
 
N/A
Series A Preferred
Stock
 
All Directors and Officers
As a Group (1 persons)
 
-0-
 
N/A

 
(1)
Based on 10,000,000 shares issued and outstanding.  The Series A Preferred Stock has a dividend and liquidation preference to our common stock, has two votes per share on all matters requiring a shareholder vote, and each share is convertible into one share of our common stock at the election of the holder thereof.
     
 
(2)
Indicates one of our officers or directors.
     
 
(3)
Unless indicated otherwise, the address of the shareholder is c/o Urban Ag Corp. .800 Turnpike Street, Suite 103, North Andover, MA 01845
     
 
(4)
The address of the shareholder is c/o Nixon Peabody, LLP, 100 Summer Street, Boston, MA 02110.


APPROVAL OF AMENDMENT OF THE COMPANY’S
CERTIFICATE OF INCORPORATION

Reverse Split

As a result of the Reverse Split, each share of Common Stock outstanding at the effective time of the Reverse Split, will, without any action on the part of the holder thereof, each outstanding share will become one-one twentieth of a share of Common Stock.  The amendment will not effect the par value per share of the Company’s common stock and will remain $.0001  For purposes of this description, the Common Stock, as presently constituted, is referred to as the “Old Common Stock” and the Common Stock resulting from the Reverse Split is referred to as the “New Common Stock.”  The bid price of the Company’s Common Stock on April 14, 2014 was $0.0002.



 
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The Reverse Split will become effective upon the filing with the Secretary of State of Florida of an amendment to the Company’s Certificate of Incorporation which states that, upon the filing of the Certificate of Amendment, each share of Old Common Stock then issued and outstanding would automatically become such fraction of a share of New Common Stock as determined by the Board.

Principal Effects of the Reverse Split

The principal effects of the Reverse Split will be as follows:

Based upon the 6,674,659,269 shares of Old Common Stock outstanding on the Record Date, the Reverse Split of one-one twentieth would decrease the outstanding shares of Old Common Stock by approximately 95%  or to 333,732,964 shares. The Reverse Split will not decrease the authorized number of shares of Common Stock which will remain 7,000,000,000.

The Company will obtain a new CUSIP number for the New Common Stock at the time of the Reverse Split.  Following the effectiveness of the Reverse Split, each yet to be determined number of shares of Old Common Stock, without any action on the part of the holder, will represent one share of New Common Stock.

Subject to the provisions for elimination of fractional shares, as described below, consummation of the Reverse Split will not result in a change in the relative equity position or voting power of the holders of Old Common Stock.

The Amendment to the Company’s Certificate of Incorporation will be filed with the Secretary of State of Delaware no later than ten days after the mailing of this Information Statement. The Reverse Split would become effective as of the date of such filing (the “Effective Date”).

Purposes of the Reverse Stock Split

The Reverse Split will decrease the number of shares of Old Common Stock outstanding and presumably increase the per share market price for the New Common Stock. Theoretically, the number of shares outstanding should not, by itself, affect the marketability of the stock, the type of investor who acquires it, or the Company’s reputation in the financial community, but in practice this is not necessarily the case, as many investors look upon a stock trading at or under $1.00 per share as unduly speculative in nature and, as a matter of policy, avoid investment in such stocks.

Many leading brokerage firms are reluctant to recommend lower-priced securities to their clients and a variety of brokerage house policies and practices currently tend to discourage individual brokers within firms from dealing in lower-priced stocks. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that make the handling of lower priced stocks unattractive to brokers from an economic standpoint. In addition, the structure of trading commissions also tends to have an adverse impact upon holders of lower priced stocks because the brokerage commission on a sale of a lower priced stock generally represents a higher percentage of the sales price than the commission on a relatively higher priced issue.



 
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The Board of Directors believes that the Reverse Split is in the best interest of the Company and its shareholders because it would reduce the number of shares of its Common Stock outstanding to amounts that the Board of Directors believes are more reasonable in light of its size and market capitalization. The Company requires additional capital for its operations and does not believe that it will be able to raise the necessary capital unless the price of the Common Stock is higher than the current Common Stock price levels. However, no assurance can be given that the Reverse Split will result in any increase in the Common Stock price or that the Company will be able to complete any financing following the Reverse Split.

The result of the Reverse Split will only effect the issued and outstanding shares, as a result the Company will be still be able to issue up to 7,000,000,000 shares or up to an additional 6,666,267,036 shares of its Common Stock. Under the Company’s Certificate of Incorporation, the Board of Directors of the Company has authority to issue authorized and unissued shares of Common and Preferred Stock without obtaining approval from the holders of the Common Stock. It is important we preserve our flexibility to issue additional shares of Common Stock. The Board believes that the additional authorized shares of Common Stock is advisable to provide us with the flexibility to take advantage of opportunities to issue such stock in order to obtain capital, as consideration for possible acquisitions or for other purposes including, without limitation, the issuance of additional shares of Common Stock through stock splits and stock dividends in appropriate circumstances. There are, at present, no plans, understandings, agreements or arrangements concerning the issuance of additional shares of Common Stock.

Exchange of Certificate and Elimination of Fractional Share Interests

     On the Effective Date, shares of Old Common Stock will automatically be combined and changed into one share of New Common Stock. No additional action on the part of the Company or any shareholder will be required in order to affect the Reverse Split. Shareholders will be requested to exchange their certificates representing shares of Old Common Stock held prior to the Reverse Split for new certificates representing shares of New Common Stock. Shareholders will be furnished the necessary materials and instructions to affect such exchange promptly following the Effective Date. Certificates representing shares of Old Common Stock subsequently presented for transfer will not be transferred on the books and records of the Company but will be returned to the tendering person for exchange. Shareholders should not submit any certificates until requested to do so. In the event any certificate representing shares of Old Common Stock is not presented for exchange upon request by the Company, any dividends that may be declared after the Effective Date of the Reverse Split with respect to the Common Stock represented by such certificate will be withheld by the Company until such certificate has been properly presented for exchange, at which time all such withheld dividends which have not yet been paid to a public official pursuant to relevant abandoned property laws will be paid to the holder thereof or his designee, without interest.

No fractional shares of New Common Stock will be issued to any shareholder.  Accordingly, shareholders of record who would otherwise be entitled to receive fractional shares of New Common Stock, will, upon surrender of their certificates representing shares of Old Common Stock, receive a new certificate representing the New Common Stock rounded up to the nearest whole share.



 
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Anti Take Over and Dilutive Effect..

It is possible that additional shares of Common Stock would be issued under circumstances which would make the acquisition of a controlling interest in us more difficult, time-consuming, costly or otherwise discourage an attempt to acquire control of us. Under such circumstances the availability of authorized and unissued shares of Common Stock may make it more difficult for stockholders to obtain a premium for their shares. Such authorized and unissued shares could be used to create voting or other impediments or to frustrate a person seeking to obtain control of us by means of a merger, tender offer, proxy contest or other means. Such shares could be privately placed with purchasers who might cooperate with the board in opposing such an attempt by a third party to gain control of us or could also be used to dilute ownership of a person or entity seeking to obtain control of us. Although we do not currently contemplate taking such action, shares of Common Stock could be issued for the purposes and effects described above and the Board reserves its rights to issue such stock for such purposes.

The issuance of additional shares of Common Stock pursuant to this proposal may be dilutive.

Federal Income Tax Consequences of the Reverse Split

The combination of shares of the Old Common Stock into one share of New Common Stock should be a tax-free transaction under the Internal Revenue Code of 1986, as amended, and the holding period and tax basis of the Old Common Stock will be transferred to the New Common Stock received in exchange therefor.

This discussion should not be considered as tax or investment advice, and the tax consequences of the Reverse Split may not be the same for all shareholders. Shareholders should consult their own tax advisors to know their individual Federal, state, local and foreign tax consequences.


FORWARD LOOKING STATEMENTS

This Information Statement and other reports that we file with the SEC contain forward-looking statements about our business containing the words “believes,” “anticipates,” “expects”  and words of similar import.  These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different from the results or performance anticipated or implied by such forward-looking statements.  Given these uncertainties, shareholders are cautioned not to place undue  reliance on forward-looking statements.  Except as specified in SEC regulations, we have no duty to publicly release information that updates the forward-looking statements contained in this Information Statement.  An investment in our Company involves numerous risks and  uncertainties, including those described elsewhere in this Information Statement.  Additional risks will be disclosed from time-to-time in our future SEC filings.



 
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ADDITIONAL INFORMATION

This Information Statement should be read in conjunction with certain reports that we previously filed with the  Securities and Exchange Commission  (the “SEC”), copies of these reports are not included in this Information Statement but may be obtained from the SEC’s web site at “www.sec.gov.” We will mail copies of our prior SEC reports to any shareholder upon written request.


 
BY ORDER OF THE BOARD OF DIRECTORS
 
 
 
 
 
BILLY RAY
 
Billy Ray, President
 
 
Andover, Massachusetts
 
April 15, 2014
 








 
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