U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 25, 2003
URBAN TELEVISION NETWORK CORPORATION
(Exact Name of registrant as specified in its Charter)
Nevada 33-58972 22-2800078
------------------------ -------------------- -------------------------
(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
18505 Highway 377 South, Fort Worth, TX 76126
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 817 ) 512 - 3033
----------- ------------- ---------------
(Registrant's former name and address)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 7, 2003, we entered into an Exchange Agreement with the
majority shareholders of Urban Television Network Corporation, a Texas
corporation (UTNC). We acquired ninety (90%) of the issued and outstanding
capital stock of UTNC. We issued 13,248,000 of our common shares in exchange for
13,248,000 UTNC common shares. This transaction was approved by the majority
shareholder of the Company. The exchange transaction was summarized in an
Information Statement on Schedule 14C distributed to shareholders during the
quarter ending December 31, 2002.
Certain Relationships and Related Transactions
----------------------------------------------
This Exchange Agreement was negotiated between the Company and UTNC in
a transaction with management. The management of the Company and UTNC are the
same individuals. Management of the Company were shareholders in UTNC, the
acquired company. The transaction does not represent an arms-length transaction.
The exchange shares were issued on a one share for one share basis thereby
maintaining the relative share ownership of UTNC shareholders.
As provided for in the Exchange Agreement, our shares have been issued
as follows: Randy Moseley-970,000; Richard J. Halden-1,368,041; Laura S.
Moseley-1,000,000; Travis TeSelle-1,000,000; Marc Pace-980,000; Jonathan and
Jennifer Moseley-650,000; Stanley Woods-1,950,000; Clear Fork Investments,
LLC-1,465,972; Joseph McConley-355,000; Timothy J. Halden-1,750,000; Stafford
Conner-758-987; Kevin Williams-500,000 and David Simon-500,000. Randy Moseley is
our President and Chief Executive and Financial Officer and a member of the
board of directors. Marc Pace is a member of the board of directors. Stanley
Woods is our Secretary and a member of the board of directors. Laura S. Moseley
is the spouse of Randy Moseley. Clear Fork Investments, LLC is a company owned
by Randy Moseley. These shares were issued in a private, non-public exempt
transaction and are restricted securities. They were issued under the
transaction exemption provided by Section 4(2) of the Securities Act of 1933, as
amended.
These shares were authorized for issuance on February 7, 2003 and will
bring the Company's total issued and outstanding common stock to 14,664,636
shares. Giving effect to this issuance, the following two tables show our 5% and
management security ownership.
Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
(a) Beneficial Ownership of 5%.
Table 1 lists the persons who are known to the Company to be the owners
of more than five percent of the Company's equity shares giving effect to the
Exchange Agreement.
Table 1.
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
Common Stock
Randy Moseley 18505 Hwy 377 So., Ft. Worth, TX 4,235,972 (Note 1) 28.9
Stanley Woods 18505 Hwy 377 So., Ft. Worth, TX 1,950,000 13.3
Timothy Halden 201 Palomino Ct.,Ft. Worth, TX 1,750,000 11.9
Richard Halden 201 Palomino Ct.,Ft. Worth, TX 1,368,041 9.3
Travis TeSelle 405 Kenshire, Ft. Worth, TX 1,000,000 6.8
Marc Pace 18505 Hwy 377 So., Ft. Worth, TX 980,000 6.7
Stafford Conner Rt. 1, Box 134A, Buna, Tx 758,987 5.2
Total 12,043,000 82.1%
Note 1
Randy Moseley's share ownership above reflects his personal ownership (970,000
shares) including Laura Moseley, his spouse (1,000,000 shares), Clear Fork
Investment, LLC (1,465,972 shares) and UTNC (800,000 shares). Mr. Moseley has
the right to vote the UTNC shares and is therefore considered the beneficial
owner.
(b) Security Ownership of Management.
Table 2 lists Company shares owned by management.
Table 2.
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
Randy Moseley 18505 Hwy 377 So., Ft. Worth, TX 4,235,972 (Note 1) 28.9
Stanley Woods 18505 Hwy 377 So., Ft. Worth, TX 1,950,000 13.3
Marc Pace 18505 Hwy 377 So., Ft. Worth, TX 980,000 6.7
David Simon 18505 Hwy 377 So., Ft. Worth, TX 500,000 3.4
All Directors
/Officers Group 7,465,972 52.3%
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired. N/A
(b) Pro Forma financial information. N/A
(c) Index to Exhibits.
Exhibit Number Description
3.0 Exchange Agreement w/o Exhibits
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 hereunto duly authorized.
Urban Television Network Corp.
Dated: February 25, 2003
/s/ Randy Moseley
------------------------------
By: Randy Moseley
Title: President