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: December 16, 2004
URBAN TELEVISION NETWORK CORPORATION
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(Exact Name of registrant as specified in its Charter)
Nevada 33-58972 22-2800078
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
2707 South Cooper St. Suite 119 Arlington, TX 76015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 817 ) 303 - 7449
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18505 Highway 377 South, Fort Worth, TX 76126
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(Registrant's former name and address)
Section 5 - Corporate Governance and Management
Item 5.01. Change in Control of Registrant.
On December 13, 2004, we entered into a definitive agreement with World
One Media Group, Inc., a Nevada corporation. The agreement calls for World One
to purchase 70,000,000 common shares for $7,000,000 on an installment basis over
a 35 month period with the terms being determined and forth coming. All the
shares are pledged as collateral for the promissory note and will be physically
held by the Company. Additionally, World One will be issued warrants for
80,000,000 shares of common stock that can be exercised for $.01 per share at
any time after the Company's stock price has maintained a $10 price for 20
consecutive trading days. The total warrants exercisable will be subject the
available authorized and unissued shares of the Company at the time of exercise.
As part of the definitive agreement, Wright Entertainment LLC which had
previously entered into a stock subscription agreement for 14,000,000 shares
agreed to the termination and cancellation of that agreement by the Company and
further agreed to the termination and cancellation of 4,000,000 shares that had
been issued in Wright Entertainment LLC's name and were to be vested when Wright
Entertainment LLC completed the payment for its subscription agreement. The
definitive agreement calls for the Company to pay Wright Entertainment LLC,
owned by Lonnie G. Wright, $300,000 ($60,000 at the signing and $15,000 per
month for sixteen months) and issue Wright Entertainment LLC 1,000,000 shares of
the Company's restricted common stock.
In summary, the World One Media Group, Inc. acquisition of 70,000,000
Million common shares and the cancellation of 18,000,000 common shares in the
name of Wright Entertainment LLC will leave World One Media Group, Inc. owning
approximately 57% of the Company's 122,272,257 outstanding shares. These shares
issued above were issued in a private transactions pursuant to Section 4(1) and
4(2) of the Securities Act of 1933, as amended. These shares are considered
restricted securities and may not be publicly resold unless registered for
resale with appropriate governmental agencies or unless exempt from any
applicable registration requirements.
Item 5.02(b) Departure of Directors or Principal Officers
On December 14, 2004, we accepted the resignation of Lonnie G. Wright
as an officer and member of our Board of Directors, to be effective on December
14, 2004. Mr. Wright's resignation was not the result of any disagreement
between us and him. Rather, Mr. Wright's voluntarily resigned in conjunction
with the Company's entering into a definitive agreement with World One Media
Group, Inc.'s purchase of controlling interest in the Company.
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 Corporation
Dated: December 16, 2004
/s/ Randy Moseley
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By: Randy Moseley
Title: Chief Financial Officer