U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

X    QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                 For the quarterly period ending June 30, 2007


     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934


                 For the transition period from         to
                                                -------   --------

                         Commission file number 33-58972
                                                ---------


                      URBAN TELEVISION NETWORK CORPORATION
       -------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


        NEVADA                                             22-2800078
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)



             300 RadioShack Circle, Ste. T3-381, Fort Worth, Texas  76102
         -------------------------------------------- -----------------
               (Address of principal executive offices) (Zip Code)



                  Issuer's telephone number,   ( 817 )     415   -   4816
                                             ----------- --------  --------

     Check  whether  the issuer  (1)filed  all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X   No


     Applicable only to issuers  involved in bankruptcy  proceedings  during the
preceding five years.

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes    No


     Applicable only to corporate issuers

     State the number of shares  outstanding  of each of the  issuer's  class of
common equity, as of the latest practicable date:


    130,161,010 shares of common stock, $0.0001 par value, as of August 10, 2007
    ----------------------------------------------------------------------------

     Transitional Small Business Disclosure Format
     (Check One)      Yes    No X
                         ---   ---











PART I.  FINANCIAL INFORMATION



Item 1.   Financial Statements.................................................3
          Balance Sheet (unaudited)............................................4
          Statements of Operations (unaudited).................................5
          Statements of Cash Flows (unaudited).................................6
          Notes to Financial Statements........................................7




Item 2.  Management's Discussion and Analysis of Plan
           of Operation.......................................................22




Item 3.  Controls and Procedures..............................................35




PART II. OTHER INFORMATION



Item 1.   Legal Proceedings...................................................36



Item 2.   Changes in Securities and Use of Proceeds...........................37



Item 3.   Defaults upon Senior Securities.....................................37



Item 4.   Submission of Matters to a Vote
          of Security Holders.................................................37


Item 5.   Other Information...................................................37



Item 6.   Exhibits and Reports on Form 8-K....................................37




Signatures....................................................................37













                         URBAN TELEVISION NETWORK CORPORATION
                                   FORM 10-QSB






PART I-FINANCIAL INFORMATION





Item 1.  Financial Statements.  (Unaudited)


















                                        3





                          PART I - FINANCIAL STATEMENTS

                      URBAN TELEVISION NETWORK CORPORATION
                           Balance Sheet - (Unaudited)
                                  June 30, 2007



ASSETS

Currents Assets
  Cash and Cash Equivalents                                        $        149
  Prepaid Expense                                                       153,533
                                                                   ------------
             Total Current Assets                                       153,682
                                                                   ------------



Other Assets

  Coal Reserves                                                       4,600,000
  Impairment of Coal Reserves                                        (4,600,000)
  Organizational Costs-Net                                                  360
                                                                   ------------
             Total Other Assets                                             360
                                                                   ------------
             TOTAL ASSETS                                          $    154,042
                                                                   ------------


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts Payable                                                 $  1,138,990
  Due to Stockholders                                                    45,545
  Notes Payable to Stockholders                                         465,091
  Advances                                                              665,000
  Accrued Compensation                                                  818,645
  Accrued Interest Payable                                              104,629
                                                                   ------------
             Total Liabilities (All Current)                          3,237,900
                                                                   ------------

Stockholders' Equity
  Preferred Stock, $1 par value, 500,000 shares authorized,
    100,000 outstanding at June 30, 2007                                100,000
  Common Stock, $0.0001 par value, 200,000,000 shares authorized;
    130,161,010 outstanding at June 30, 2007                             13,016
  Additional Paid-in Capital                                         22,292,991
  Accumulated Deficit                                               (25,489,865)
                                                                   ------------
             Total Stockholders' Equity (Deficit)                    (3,083,858)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $    154,042
                                                                   ------------



              The accompanying notes are an integral part of these
                         unaudited financial statements.


                                        4










                      URBAN TELEVISION NETWORK CORPORATION

                      Statement of Operations - (Unaudited)



                                          Three months ended June 30,      Nine months ended June 30,
                                               2007           2006             2007            2006
                                            --------       ---------       ---------       ----------
                                                                            


REVENUES                                  $       -        $  20,155       $   3,997       $  80,182
                                           ---------        --------        --------        --------

OPERATING EXPENSES:

  Satellite and Uplink Services               26,400          54,031          99,600         252,933
  Master Control, Production                  50,000          12,733          66,667          98,047
  Programming                                   --               374             --           19,996
  Affiliate Relations                           --              (521)            --           31,028
  Technology Expenses                           --            25,000          19,840         121,913
  Administration                               9,750         210,193         375,021         719,552
  Depreciation and Amortization               10,187          20,609          39,793          61,827
                                           ---------        --------        --------        --------
TOTAL OPERATING EXPENSES                      96,337         322,419         600,921       1,305,296
                                           ---------        --------        --------        --------
NET OPERATING (LOSS)                         (96,337)       (302,264)       (596,924)     (1,225,114)

OTHER INCOME) EXPENSE
  Interest (expense)                         (23,708)         (7,945)        (69,675)        (21,248)
  Write-off assets                           (38,493)            --          (38,493)            --
  Discounts on liability settlements             --              --            1,780             --
                                           ---------        --------        --------        --------
TOTAL OTHER INCOME (EXPENSE)                (158,538)       (310,209)       (703,312)     (1,246,362)
                                           ---------        --------        --------        --------

NET INCOME  (LOSS) BEFORE INCOME TAXES

Provision for Income Taxes
    (Expense) Benefit                           --               --              --              --
                                           ---------        --------        --------      ----------
NET INCOME (LOSS)                           (158,538)       (310,209)       (703,312)     (1,246,362)

Beginning Retained Earnings (Deficit)    (25,331,327)    (19,368,146)    (24,786,553)    (18,431,993)

ENDING RETAINED EARNINGS (DEFICIT)       (25,489,865)    (19,678,355)    (25,489,865)    (19,678,355)
                                         ===========      ==========      ==========     ===========


Earnings (Loss) per share:
   Net (loss)                           $     (.002)     $    (0.004)     $    (0.01)     $    (0.02)

Weighted average number of common
  shares outstanding                     96,208,508       77,822,277      96,208,508      71,822,277




                 The accompanying notes are an integral part of
                      these unaudited financial statements.






                                        5







                      URBAN TELEVISION NETWORK CORPORATION

                      Statement of Cash Flows - (Unaudited)



                                                 Nine months ended June 30,
                                                    2007           2006
                                                 ---------      ---------

Operating Activities
Net (loss)                                     $  (703,312)   $(1,246,362)
Adjustments to reconcile net (loss) to net
 Cash provided by operating activities:
  Depreciation and Amortization                     39,793         61,827
  Write-off assets                                  38,493           --
  Common Stock Issued for Services                 295,040        190,870
  Accounts receivable                                 --           11,572
  Prepaid expense                                 (153,533)         3,600
  Discounts on liability settlements                (1,780)          --
  Accounts payable                                 162,827        283,438
  Accrued interest expense                          65,734         10,113
  Accrued compensation                             180,820        306,065
                                               -----------    -----------
Net Cash Provided by Operating Activities          (75,918)      (378,877)
                                               -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Capital Expenditures                                 --             --
                                               -----------    -----------
Net Cash (Used In) Investing Activities               --             --
                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Common Stock Sales                      --             --
Proceeds from Bridge Loans                            --             --
Proceeds from Loans and Notes Payable               72,544        331,964
Payments on Loans and Notes Payable                   --          (23,722)
Collection on Subscription Receivable                 --           39,500
                                               -----------    -----------

Net Cash Provided by Financing Activities           72,544        347,742
                                               -----------    -----------


NET (DECREASE) IN CASH AND CASH EQUIVALENTS         (3,374)       (31,135)

Cash at Beginning of Period                          3,523         40,369
                                               -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD     $       149    $     9,234
                                               -----------    -----------



SUPPLEMENTAL DISCLOSURES:
  Cash Paid During the Period for:
    Interest                                         2,151    $     6,953
    Income Taxes                               $      --      $      --
  Non-Cash Transactions:
    Discounts on liability settlements         $     1,780    $      --
    Common Stock Issued for Services           $   295,040    $   190,870
    Common stock Issued for Note Conversions   $   425,000    $   160,000




                 The accompanying notes are an integral part of
                           these financial statements.


                                        6







                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


1.   BASIS OF PRESENTATION:

     The  unaudited  financial  statements  have been  prepared by the  Company,
     pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
     Commission.  Certain information and footnote disclosures normally included
     in financial  statements  prepared in accordance  with  generally  accepted
     accounting  principles  have been  omitted  pursuant  to such SEC rules and
     regulations;  nevertheless,  the Company  believes that the disclosures are
     adequate to make the information presented not misleading.  These financial
     statements  and the notes  hereto  should be read in  conjunction  with the
     financial  statements  and notes  thereto  included in the  Company's  Form
     10-KSB for the year ended  September 30, 2006,  which was filed January 16,
     2007 and  10-KSB/A  which was filed  July 9,  2007.  In the  opinion of the
     Company, all adjustments,  including normal recurring adjustments necessary
     to present  fairly  the  financial  position  of Urban  Television  Network
     Corporation  as of June 30, 2007 and the results of its Operations and cash
     flows for the nine months then ended,  have been  included.  The results of
     operations  for the interim  period are not  necessarily  indicative of the
     results for the full year.

     ACCOUNTING POLICIES:

     There have been no  changes  in  accounting  policies  used by the  Company
     during the quarter ended June 30, 2007.

2.   Significant Accounting Policies

     Description of Business

     Urban  Television  Network  Corporation  (the "Company")  formerly known as
     Waste Conversion Systems, Inc. was incorporated under the laws of the state
     of Nevada on October 21, 1986. The principal  office of the  corporation is
     located at 300 RadioShack Circle, Ste. T3-381, Fort Worth, Texas 76102.

     In January  2002,  the Company  underwent a change of control in connection
     With  Urban   Television   Network   Corporation,   a  Texas   corporation,
     (Urban-Texas) agreeing to deposit $100,000 into an attorneys escrow account
     in return for receiving a balance sheet with no assets and no  liabilities.
     The directors of the Company appointed Urban-Texas officers as new officers
     of the Company,  and at the same time  resigned  their board  positions and
     appointed  the  directors  of  Urban-Texas  as the  Company's  new board of
     directors.  Urban-Texas  agreed to deposit  300,000 shares of the Company's
     common stock into the attorney's escrow account after the completion of the
     Stock Exchange Agreement described below, dated February 7, 2003.

     On May 1, 2002, the Company  entered into an agreement with  Urban-Texas to
     acquire the rights to the Urban-Texas  affiliate network signal space which
     included the assignment of the  Urban-Texas  broadcast  television  station
     affiliates  for  16,000,0000  shares of common stock,  which became 800,000
     after a 1 for 20 reverse stock split.

     On February 7, 2003, the Company  entered into a Stock  Exchange  Agreement
     with the majority  shareholders  of  Urban-Texas.  Among other things,  the
     Agreement  provided for the Company's  purchase of approximately 90% of the
     issued  and  outstanding  capital  stock  of  Urban-Texas   (13,248,000  of
     14,759,000  shares) in exchange for the  Company's  issuance of  13,248,000
     shares of its authorized but unissued  common stock,  $.0001 par value (the
     "Exchange Shares"), to the majority shareholders of Urban-Texas. In June of
     2003,  the  remaining 10% of  Urban-Texas  common stock was acquired by the
     Company.




                                        7




                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     Urban-Texas  is considered the accounting  acquirer,  and the  accompanying
     financial  statements  include  the  operations  of  Urban-Texas  from  the
     earliest  period  presented.  The  Company  operated  from  May 1,  2002 to
     February 7, 2003 as a 71% subsidiary of Urban-Texas,  a predecessor  entity
     to the existing business. The May 1, 2002 and February 7, 2003 transactions
     with the Company are presented as a recapitalization of Urban-Texas.

     The Company is authorized to issue  200,000,000  shares of $.0001 par value
     stock and 500,000 shares of $1.00 par value preferred stock.

     The  Company,  unitl it ceased  airing  programming  in April of 2006,  was
     engaged in the business of supplying  programming  to broadcast  television
     stations and cable  systems.  Formerly the Company's  business had been the
     marketing  of  thermal   burner   systems  that  utilize   industrial   and
     agricultural  waste  products  as fuel to produce  steam,  which  generates
     electricity, air-conditioning or heat.

     On September 30, 2005,  the Company  entered into an agreement  with GeoTec
     Thermal Generators,  Inc. to acquire 200,000 tons of mined coal in exchange
     for 100,000  shares of Preferred  Stock,  which may be  converted  into the
     Company's  Common  Stock,  at the sole  discretion  of the  GeoTec  Thermal
     Generators,  Inc., at any time in an amount equal to the purchase  price at
     the stock bid price of $.10 on September 30, 2005.

     The  Company  has  pursued  the sale of the mined coal  reserves to utility
     companies and other companies that use coal as an alternative  fuel, but as
     of the date of this quarterly  report the Company has not been  successful.
     Also the coal reserves have related  federal  income tax credits  resulting
     from the Super Fund established by The Federal  Government that can be sold
     to other  companies  and the  Company  has  pursued  buyers  for  these tax
     credits,  but as of the date of this quarterly report,  the Company has not
     been  successful.  At  September  30,  2006,  the  Company  established  an
     impairment reserve of $4,600,000 against the coal reserves, due to its lack
     of  operating  capital and  Geotec's  non-compliance  with the terms of the
     agreement  to process the coal  reserves  and remit the net proceeds to the
     Company,  and as the result the Company is prepared to contest the issuance
     and conversion of the preferred stock.

     Accounting Method

     The Company records income and expenses on the accrual method.

     Revenue Recognition

     The  Company's  sources of revenues  has  included  the sale of  short-form
     national  and local spot  advertising  long-form  program  time slots.  The
     Company's policy is to recognize the revenue  associated with these sources
     of revenue at the time that it inserts the short-form  advertising spots or
     airs the long- form program at the network or local level.






                                        8




                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     Coal Reserves

     The Coal reserves owned by the Company are recorded at lower of cost or net
     realizable  value. Net realizable value is the estimated price at which the
     coal reserves can be sold in the normal course of business  after  allowing
     for the cost of processing and sale.  Such cost will be  depreciated  using
     the  units-of-production   method  as  the  coal  reserves  are  sold.  See
     impairment of assets disclosure below for impairment  provision against the
     coal reserves. At September 30, 2006, the Company established an impairment
     reserve  of  $4,600,000  against  the  coal  reserves  due to its  lack  of
     operating  capital  and  Geotec's  non-compliance  with  the  terms  of the
     agreement  to process the coal  reserves  and remit the net proceeds to the
     Company , and as the result the Company is prepared to contest the issuance
     and conversion of the preferred stock.


     Non Goodwill Intangible Assets

     Intangible assets other than goodwill consist of network assets acquired by
     purchase. They are being amortized over their expected lives of 5 years and
     are reviewed for  potential  impairment  whenever  events or  circumstances
     indicate that carrying  amounts may not be recoverable.  During the quarter
     ended June 30, 2007, the Company wrote-off the remaining value ($19,262) of
     the network  assets  consisting of  capitalized  cost of  establishing  the
     master   control   facilities  as  the  master  control  assets  have  been
     sequestered by the secured lender by pre-judgment writ of sequestration. On
     January 1, 2002,  the Company  adopted  Statement of  Financial  Accounting
     Standards No. 142,  Goodwill and  Intangible  Assets.  This provides that a
     recognized  intangible  shall  be  amortized  over its  useful  life to the
     reporting  entity  unless that life is  determined  to be  indefinite.  The
     amount of an intangible asset to be amortized shall be the amount initially
     assigned to that asset less any residual value.

     Impairment of Assets

     The Company has adopted SFAS No. 144,  "Accounting  for the  Impairment  or
     Disposal  of  Long-Lived  Assets."  SFAS No. 144  addresses  the  financial
     accounting and reporting for the impairment of long-lived assets, excluding
     goodwill  and  intangible  assets,  to be held and used or disposed  of. In
     accordance with SFAS No. 144, the carrying values of long-lived  assets are
     periodically reviewed by the Company and impairments would be recognized if
     the expected  future  operating  non-discounted  cash flows derived from an
     asset were less than its carrying  value and if the carrying  value is more
     than the fair  value of the asset.  At  September  30,  2006,  the  Company
     concluded  that the coal reserves  acquired for 100,000 shares of preferred
     shares and valued at $4,600,000 was impaired and an impairment provision of
     $4,600,000  was provided at September 30, 2006 due to the lack of operating
     capital and Geotec's  non-compliance with the agreement to process the coal
     and remit the net proceeds to the Company.

     During the quarter ended June 30, 2007, the Company wrote-off the remaining
     value  ($19,231)  of fixed  assets  as the  result  of the  secured  lender
     obtaining a pre-judgment writ of sequestration.

     Issuance of Common Stock

     The issuance of common stock for other than cash is recorded by the Company
     at  management's  estimate  of the fair  value of the  assets  acquired  or
     services rendered.


                                        9


                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     Income (Loss) Per Share

     Income (loss) per common share is calculated in accordance  with  Statement
     of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per Share".
     Basic Income  (loss) per share is computed by dividing net income (loss) by
     the  weighted  average  number of common  shares  outstanding.  Diluted net
     income (loss) per share is computed  similar to basic net income (loss) per
     share,  except that the  denominator  is increased to include the number of
     additional  common shares that would have been outstanding if the potential
     common  shares had been  issued and if the  additional  common  shares were
     dilutive.  Stock options and warrants are  anti-dilutive,  and accordingly,
     are not included in the calculation of income (loss) per share.

     Comprehensive Income

     Comprehensive  income  (loss)  and net  income  (loss) are the same for the
     Company.

     Cash

     For  purposes  of the  statement  of  cash  flows,  the  Company  considers
     unrestricted cash and all highly liquid debt instruments  purchased with an
     original maturity of three months or less to be cash.


     Concentration of Credit Risk

     The Company at times maintains cash in excess of federally  insured limits.
     The amount in excess of the federally  insured  limits at June 30, 2007 was
     $-0-.

     Advertising Costs

     The Company expenses non-direct  advertising costs as incurred. The Company
     did not incur any direct  response  advertising  costs for the nine  months
     ended June 30, 2007 and 2006.

     Stock Based Compensation

     The  Company  accounts  for  equity  instruments  issued to  employees  for
     services  based on the fair  value of the  equity  instruments  issued  and
     accounts for equity instruments issued to other than employees based on the
     fair value of the  consideration  received  or the fair value of the equity
     instruments, whichever is more reliably measurable. The determined value is
     recognized  as an expense in the  accompanying  consolidated  statements of
     operations.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.



                                          10




                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     Recent accounting pronouncements

     In July 2006,  the FASB issued FASB  Interpretation  No.48,  Accounting for
     Uncertainty  in Income Taxes  (FIN48).  FIN 48 clarifies the accounting for
     income taxes by  prescribing  a minimum  probability  threshold  that a tax
     position must meet before a financial statement benefit is recognized.  The
     minimum threshold is defined in FIN48 as a tax position that is more likely
     than  not  to be  sustained  upon  examination  by  the  applicable  taxing
     authority,  including  resolution  of any  related  appeals  or  litigation
     processes,  based on the technical merits of the position.  The tax benefit
     to be  recognized  is  measured as the  largest  amount of benefit  that is
     greater  than  fifty  percent   likely  of  being  realized  upon  ultimate
     settlement.  FIN 48 must be  applied to all  existing  tax  positions  upon
     initial adoption.  The cumulative effect of applying FIN 48 at adoption, if
     any, is to be reported as an  adjustment to opening  retained  earnings for
     the year of adoption.  FIN 48 is effective for the Company's year end 2007,
     although  early  adoption  is  permitted.  The  Company  is  assessing  the
     potential effect of FIN 48 on its financial statements.

     In 2006, the Financial Accounting Standards Board issued the following:

     -    SFAS No. 155: Accounting for Certain Hybrid Financial Instruments

     -    SFAS No. 156: Accounting for Servicing of Financial Assets

     -    SFAS No. 157: Fair Value Measurements

     -    SFAS No. 158:  Employers'  Accounting for Defined  Benefit Pension and
          Other Postretirement Plans


     Management  has reviewed these new standards and believes that they have no
     impact on the financial statements of the Company.

     Reclassification of Prior Year Amounts

     Certain prior year amounts have been  reclassified  to conform with current
     year presentation.


3.   Accounts receivable

     Accounts  receivable  consists  of normal  trade  receivables.  The Company
     assesses the collectibility of its accounts receivable regularly.  Based on
     this assessment,  an allowance for doubtful  accounts is recorded.  At June
     30,  2007,  the Company had no accounts  receivable  and no  allowance  for
     doubtful accounts was recorded.


4.   Coal Reserves

     By agreement dated September 30, 2005 with GeoTec Thermal Generators, Inc.,
     the Company  acquired  200,000  tons of mined coal in exchange  for 100,000
     shares of preferred Stock, which may, per the agreement,  be converted into
     the Company's  common stock,  at the sole  discretion of the GeoTec Thermal
     Generators,  Inc.,  at any time in an amount equal to the  purchase  price,
     which  based on the bid price of $.10  price on  September  30,  2005,  was
     valued at  $4,600,000.  GeoTec Thermal  Generators,  Inc. has other coal in
     other  locations in the United States and the agreement  allows the Company
     to


                                       11



                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


4.   Coal Reserves - Continued

     substitute  coal in these other  locations,  which the Company may exercise
     this right if it for  example  would  expedite  the  delivery  process.  In
     evaluating the coal assets in accordance  with SFAS No. 144 "Accounting for
     Impairment  or  Disposal of  Long-Lived  Assets" as  discussed  in Note 1 -
     Significant  Accounting  Policies,  the Company has recorded an  impairment
     reserve of $4,600,000  against the coal assets due to the lack of operating
     capital and Geotec's  non-compliance with the agreement to process the coal
     and remit the net  proceeds  to the Company , and as the result the Company
     is prepared to contest the issuance and conversion of the preferred stock.


5.   Related Party Transactions

     In May 2002,  the Company  issued  16,000,000  (800,000  after the 1 for 20
     reverse)  shares  to  Urban  Television   Network   Corporation,   a  Texas
     corporation for asset purchase of network assets - See footnote 1.

     In fiscal years 2003 and 2004, the Company leased office space from one its
     shareholders  and director for $2,000 per month.  The total rental  expense
     for the year ended September 30, 2004 was $24,000.

     In year 2003,  the Company  began using the services of a company  owned by
     shareholders,  one being a  director  of the  Company,  that  provides  the
     Company with the equipment and master control services to put the Company's
     programming  on the satellite  for the broadcast  affiliates to receive and
     rebroadcast to their local markets.  During the period ended  September 30,
     2004, the total expense paid out for these services was $430,367.

     The Company uses the services of a company owned by shareholders to provide
     it with technology  services  including  Internet and affiliate  relations.
     During the periods ended June 30, 2007 and 2006, the total expense paid out
     for these services was $19,840 and $96,914, respectively.

     During the period ended  September  2003, the Company  executed an interest
     bearing note with a  shareholder.  The principal  borrowed of $168,765 plus
     accrued  interest of $29,750 were converted to a non-interest  note payable
     to the shareholder.  As discussed  below, the shareholder  agreed to reduce
     the  Company's  payable by $198,515 to apply towards the purchase of common
     stock by Wright  Entertainment  LLC during the period ended  September  30,
     2004. In December 2004, this payable was reinstated in conjunction with the
     termination of the Wright Entertainment LLC subscription  agreement and the
     execution  of the  World  One  Media  Group,  Inc.  subscription  Agreement
     discussed later in this Note 8. This note was converted to 1,000,000 shares
     of common stock in February of 2005.

     The Company  executed an interest  bearing note with a  shareholder  of the
     Company  during  the  period  ended  September  30,  2003 to pay  operating
     expenses.  During the period ended  September  30, 2003 the amounts  loaned
     totaled  $132,200.  During the period ended September 30, 2004, the Company
     repaid  $130,000 and the remaining  $2,200 was repaid during the year ended
     September 30, 2005.







                                       12




                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


5.   Related Party Transactions - Continued


     The Company  executed an interest  bearing note with a  shareholder  of the
     Company during the year ended September 30, 2004 to pay operating expenses.
     During  the year  ended  September  30,  2004 the  amounts  loaned  totaled
     $400,000.  In  September  2005,  $228,290  of this  note was  converted  to
     2,282,900  shares  of  common  stock by the  noteholder  and the  remaining
     balance of $171,710 was extended to March 31, 2006 and the balance at March
     31,  2006 had  increased  to  $191,005.  See Note 8  disclosure  of  terms,
     interest rate and conversion privileges.

     On October 30, 2003, the Company completed a stock  subscription  agreement
     with Wright Entertainment,  LLC, a Nevada limited liability company,  whose
     owner  and  managing  director  is  Lonnie G.  Wright,  Chairman  and Chief
     Executive Officer of the Company.  Wright  Entertainment,  LLC entered into
     the stock subscription  agreement for Fourteen Million  (14,000,000) common
     shares for Seven  Million  ($7,000,000)  Dollars or Fifty ($0.50) Cents per
     share.  The stock sale was  structured as an  installment  stock sale.  The
     terms of the stock  sale are as  follows:  $500,000  down,  the  $6,500,000
     balance  payable  on a  promissory  note  at  $875,000  Dollars  quarterly,
     including 6% interest on the declining balance. A portion ($200,000) of the
     $500,000  down  payment  was  satisfied  by one of  the  Company's  lenders
     forgiving  $198,515  of  advances  due the  lender  and  $1,485 of  accrued
     interest  on a note  payable  to the  lender.  As  part  of the  definitive
     agreement,  between the  Company,  Wright  Entertainment  LLC and World One
     Media Group, Inc.  discussed in the next paragraph this stock  subscription
     agreement for 14,000,000  shares was termination  and the 4,000,000  shares
     that had been issued to Wright  Entertainment LLC's for management services
     and to be vested upon Wright  Entertainment LLC's completed the payment for
     its subscription  agreement were cancelled.  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 nineteen months
     beginning  January 15, 2005) and issue Wright  Entertainment  LLC 1,000,000
     shares of the Company's restricted common stock.

     On December 13, 2004, we entered into a definitive agreement with World One
     Media Group, Inc., a Nevada  corporation.  The definitive  agreement called
     for  World  One  to  purchase  70,000,000   restricted  common  shares  for
     $7,000,000.  The subscription agreement signed on December 23, 2004 set the
     terms of the  installment  purchase at $100,000  being paid on December 23,
     2004 and with a promissory  note bearing no interest being executed for the
     remaining  $6,900,000  and being paid at the rate of $150,000 every 45 days
     beginning on January 31, 2005 until promissory note has been paid in full.

     All the shares were pledged as collateral for the promissory  note and were
     physically  held by the Company.  Additionally,  World One was to be issued
     warrants  for  30,000,000  (reduced by mutual  agreement  from the original
     80,000,000  warrants) shares of common stock that were exercisable for $.01
     per share at any time after the Company's stock price  maintained a $10 bid
     price for 20 consecutive trading days.

     On July 26, 2005,  the Board of Directors  voted to (1) terminate the stock
     subscription agreement with Dove Media Group, Inc. (formerly known as World
     One  Media  Group,  Inc.) due to its  nonpayment  of  required  installment
     payments,  (2) cancel the 70,000,000  shares issued and held by the Company
     as  security  on  the  stock  subscription  agreement  and  the  30,000,000
     warrants,  (3)  reissue  2,500,000  shares to Dove Media  Group,  Inc.  for
     $250,000  that it paid  towards the stock  subscription  Agreement  and (4)
     cancel  the  5,000,000  shares  that had been  authorized  for Dr.  Ajibike
     Akinkoye for services to be rendered.



                                       13




                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)



5.   Related Party Transactions - Continued


     On July 29, 2005, we entered into a stock subscription agreement with Miles
     Investment Group,  Inc., a Texas limited  liability  company  controlled by
     Jacob R.  Miles  III,  a  shareholder  and the  Company's  Chief  Executive
     Officer.  The agreement calls for Miles  Investment  Group, LLC to purchase
     69,000,000  restricted common shares for $6,900,000 on an installment basis
     over a 28 month period with the terms being  $100,000 as a down payment and
     $250,000 per month  beginning on September 1, 2005 and the first each month
     thereafter until the total of $6,800,000 has been paid in full. The Company
     has deferred  payments on the stock  subscription  agreement until June 30,
     2006, in  consideration  for Miles  Investment  Group LLC bringing the coal
     reserves deal to the Company.  All the shares are pledged as collateral for
     the  promissory   note  and  will  be  physically   held  by  the  Company.
     Additionally,  Miles  Investment  Group,  LLC will be issued  warrants  for
     30,000,000 shares of restricted common stock that can be exercised for $.01
     per share in various  amounts  depending  on the future  stock price of the
     Company's stock.

     During the fiscal  years ended  September  30,  2005,  Randy  Moseley,  CFO
     advanced the Company $30,900 for operating expenses.

     During the fiscal  year ended  September  30,  2006,  Jacob R.  Miles,  CEO
     advanced the Company $30,000 for operating expenses.

     During the  fiscal  year ended  September  30,  2006,  Randy  Moseley,  CFO
     advanced  the  Company   $43,500  for   operating   expenses  and  received
     reimbursements of $22,000.

     During the nine months ended June 30, 2007, Randy Moseley, CFO advanced the
     Company $9,980 for operating expenses.

     On September 29, 2006, the Board of Directors  voted to terminate the stock
     subscription agreement and warrants with Miles Investment Group, LLC due to
     non-performance  on the  payment  terms as called  for in the  subscription
     agreement, after allowing Miles Investment Group, LLC a number of extension
     to come into compliance with the subscription agreement. The impact of this
     action was to (1) remove  67,000,000  shares  from the issued  $0.0001  par
     value common stock, which reduced the number of issued and outstanding from
     144,822,277  shares to  77,822,277  shares and (2)  cancel  the  30,000,000
     warrants.







                                       14







                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


6.   Notes Payable and Advances
                                                                June 30,
                                                                  2007
                                                               ---------
     Note payable to stockholder at 20%
      interest payable on or before
      September 20, 2008 (1)                                  $  151,580

     Notes payable to stockholders at 6% due
      upon sale of coal reserves                                 160,000

     Note payable to stockholder at no
      interest, payable $15,000 per month,
      on 15th of the month, final payment
      was due April 15, 2006                                      90,000

     Note payable to vendor at 12% interest
      (18% on past due amounts) payable on
      April 30, 2006 (2)                                          63,511

     Advances from shareholders (3)                               45,545

     Advances from a non-related party that has
      been assumed by a receiver (4)                             665,000
                                                               ---------
                                                              $1,175,636
                                                               ---------


(1)  The  holders of the  September  20,  2008 note and vendor note have a UCC-1
     lien against the Company's  assets,  expressly  subordinated  to the Westar
     Satellite Services note discussed below.

     The  September  20,  2008 note  originally  due on August 31, 2005 has been
     extended by the noteholder  various times in consideration  for the Company
     issuing the noteholder  200,000  shares of common stock,  which the Company
     valued at $20,000 and changing the conversion ratio to the current price of
     $.011 per share.  In September  2006 the note was made part of an increased
     bridge loan of $492,400 of which  $358,016  had been  advanced at September
     30, 2006. The note is associated with a stock  subscription  agreement with
     R.J. Halden Holdings, Inc. discussed in Note 8.

(2)  Westar Satellite  Services,  the superior  lienholder,  was granted 100,000
     warrants at an  exercise  price $0.12 per share for a period of three years
     from November 7, 2005.  The  noteholder  has filed suit against the Company
     for  payment of this note and  accrued  interes.  The  noteholder  has also
     purported  to  declare  default  and  accelerate   indebtedness  under  the
     satellite services agreement,  which the note represented partial repayment
     thereof.  See Note 10 - Commitments and  Contingencies  for a discussion of
     this liability.

(3)  The advances from shareholders are due on demand and do not bear interest.

(4)  See  Note  10 -  Commitments  and  Contingencies  -  Legal  Matters  for  a
     discussion of the dismissal  without  predijuce of a lawsuit regarding this
     liability  by the  presiding  judge in a  receivership  case for Mega  Fund
     Corporation.







                                          15



                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


7.   Income Tax

     The Company  accounts for income taxes under the provisions of Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". This
     standard   requires,   among  other  things,   recognition  of  future  tax
     consequences,  measured  by enacted tax rates  attributable  to taxable and
     deductible temporary differences between financial statement and income tax
     bases of assets and liabilities. Valuation allowances are established, when
     necessary,  to reduce  deferred  tax  assets to the amount  expected  to be
     realized.  Income  tax  expense is the tax  payable  for the period and the
     change during the period in the deferred tax asset and liability.

     Temporary  differences between the financial statement carrying amounts and
     tax  basis of  assets  and  liabilities  did not give  rise to  significant
     portions of deferred taxes at June 30, 2007.

     The (provision) benefit for income tax consist of the following:

                                                June 30,
                                                 2007
                                            -------------
                Current                     $           0
                Deferred                                0
                                            -------------
                                            $           0
                                            =============

     The Company's utilization of any tax loss carryforward available to it will
     be  significantly  limited under Internal  Revenue Code Section 382, if not
     totally, by recent stock issuances and changes in control.  The Company has
     established  a 100%  valuation  allowance  until such time as it is decided
     that any tax loss  carryforwards  might be  available  to it.  The  Company
     accounts for income taxes pursuant to the Statement of Financial Accounting
     Standards  No.109.  The  Company  has no  current  or  Deferred  income tax
     component.  For the year ended September 30, 2006, the Valuation  Allowance
     increased by approximately $350,000.  During the nine months ended June 30,
     2007, the Valuation Allowance increased by approximately $200,000.

8.   Capital Stock

     The Company has  authorized  200,000,000  common shares with a par value of
     $0.0001 per share.  Each common share  entitles the holder to one vote,  in
     person or proxy,  on any matter on which action of the  stockholders of the
     corporation is sought.

     The  Company  began  operations  by  completing  the  acquisition  of Urban
     Television Network Corporation,  a Texas corporation,  in two steps; (1) in
     May of 2002 the Company issued  16,000,000  shares (800,000 after the 1 for
     20  reverse)and  (2) in  February  of 2003,  the  Company  entered  into an
     Exchange  Agreement  with the  majority  shareholders  of Urban  Television
     Network  Corporation,  a Texas corporation  (Urban-Texas) to acquire 90% of
     the issued  and  outstanding  capital  stock of  Urban-Texas  in return for
     13,248,000 shares of the Company's common stock - See footnote 1.

     In September  2002,  the Company  issued  100,000 (5,000 after the 1 for 20
     reverse) shares to Hispanic Television Network,  Inc. as part of the mutual
     settlement  agreement  between the two  companies  to cancel the  Satellite
     Transponder Service Agreement and notes payable/receivable.



                                       16







                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


8.   Capital Stock - continued

     On November 21, 2002 the Company  completed a 1:20 reverse  stock split and
     amending its Articles of  Incorporation  to increase its authorized  common
     shares to 200,000,000 and adjust its par value to $0.0001 per share.

     During the years ended September 30, 2003,  2004, 2005 and 2006 the Company
     issued  shares of its common  stock for  consulting,  legal and  management
     services as follows;

                                                                Company
                                              Number of       Valuation of
                                            Shares Issued    Shares Issued
                                            -------------    -------------

         Year ended September 30, 2003        7,275,000      $  811,250
         Year ended September 30, 2004       21,308,000      $4,771,450
         Year ended September 30, 2005        4,150,000      $  427,000
         Year ended September 30, 2006        6,129,000      $  190,870


     During the years ended September 30, 2003,  2004, 2005 and 2006 the Company
     issued common stock for Bridge Loan conversions as follows;

                                                              Amount of
                                              Number of      Bridge Loans
                                            Shares Issued     Converted
                                            -------------     ---------

         Year ended September 30, 2003        1,957,300      $  978,650
         Year ended September 30, 2004        4,135,441      $1,852,648
         Year ended September 30, 2005       10,276,100      $1,136,922
         Year ended September 30, 2006        2,482,000      $   85,000


     In the fiscal years ended  September  30,  2004,  2005 and 2006 the Company
     entered  into three  stock  subscription  agreements  with three  different
     minority groups for a majority  ownership  interest in the Company's common
     stock  have  been   terminated.   Following  is  a  summary  of  the  stock
     transactions involved in those agreements, which or more fully described in
     Note 5 - Related Party Transactions;

                                       Number of        Value
 Date of                                Shares         Assigned          Note         Warrants
Agreement   Name of  Group              Issued        To Shares          Value         Issued
---------   ----------------------   ------------    ------------    ------------    ------------
                                                                      

10/30/03    Wright Entertainment       18,000,000    $  9,000,000    $  6,800,000
12/13/04    Wright Entertainment      (18,000,000)   $ (9,000,000)   $ (6,800,000)
12/13/04    World One Media Group      70,000,000    $  7,000,000    $  6,750,000      30,000,000
 7/26/05    World One Media Group     (67,500,000)   $ (6,750,000)   $ (6,750,000)    (30,000,000)
 7/29/05    Miles Investment Group     69,000,000    $  6,900,000    $  6,690,000      30,000,000
 7/29/06    Miles Investment Group    (67,000,000)   $ (6,700,000)   $ (6,690,000)    (30,000,000)
                                     ------------    ------------    ------------    ------------
Net Effect at 9/30/06                   4,500,000    $    450,000    $        --              --
                                     ------------    ------------    ------------    ------------


     In September 2005, the Company issued 200,000 shares of its common stock to
     the noteholder of the $171,710 note payable  discussed in Note 8 as part of
     the consideration  for the noteholder  agreeing to extend the note to March
     31, 2006.


                                       17





                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


8.   Capital Stock - continued

     On September 29, 2006, the Board of Directors  voted to terminate the stock
     subscription agreement and warrants with Miles Investment Group, LLC due to
     non-performance  on the  payment  terms as called  for in the  subscription
     agreement, after allowing Miles Investment Group, LLC a number of extension
     to come into compliance with the subscription agreement. The impact of this
     action was to (1) remove  67,000,000  shares  from the issued  $0.0001  par
     value common stock, which reduced the number of issued and outstanding from
     144,822,277  shares to  77,822,277  shares and (2)  cancel  the  30,000,000
     warrants.

     On September  29, 2006,  the Board of  Directors  approved  effective as of
     September 23, 2006, a subscription  agreement R. J. Halden  Holdings,  Inc.
     ("RJHH").  RJHH is one of the largest,  if not largest  shareholder  in the
     Company.  The Subscription  Agreement calls for RJH to fund $1.5 million on
     or before  January 31,  2007.  RJHH is entitled to purchase 64% interest in
     the Company,  or a total of 136,104,486  shares. The subscription vest with
     pro rata advances in increments of a minimum of 500,000 shares as paid. The
     Company's  currently  authorized  shares  of  200,000,000  will  have to be
     amended in the  future to allow for the full  issuance  of the  136,104,486
     shares, should R.J. Halden Holdings,  Inc. fund the entire $1,500,000.  RJH
     is currently in material  default of the  Subscription  Agreement,  and the
     Company may, at any time, elect to terminate the Subscription Agreement and
     issue stock as earned by any partial performance.

     In December  of 2006,  the Company  issued  3,960,000  shares of its common
     stock for consulting and management  services,  which the Company valued at
     $95,041.

     In December of 2006,  the Company  issued  20,231,461  shares of its common
     stock to Bridge Loan lenders for the election to convert $225,000 to common
     stock.

     In January of 2007,  the  Company  issued  18,147,300  shares of its common
     stock to Bridge Loan Lenders for the election to convert $200,000 to common
     stock.

     In March of 2007, the Company issued  10,000,000 shares of its common stock
     to Circle R Media in return  for  space,  equipment  and  personnel  at its
     facilities. The Company valued the shares at $.02 per share.


     Warrants

     In  connection  with a vendor  converting  a payable to note  payable,  the
     Company  issued the vendor  100,000  warrants that can be exercised  over a
     five year period at the exercise price of $.25 per share.

     The  Company  issued  management  950,000  warrants in March 2006 which are
     vested  immediately  and  exercisable  at $0.05  per  shares  on or  before
     December  31, 2007 in return for loans made to the  Company  for  operating
     expenses.  The Company  has not  recognized  any  expense  related to these
     warrants as the market price of the  Company's  stock at issuance was equal
     to the exercise price.

     Non-Qualified Stock Grant and Option Plan

     The Company is authorized  to issue up to 6,800,000  shares of common stock
     under its 2003  Non-Qualified  Stock  Grant and  Option  Plan (the  "Plan")
     through an S-8 registration,  as amended. This Plan is intended to serve as
     an  incentive  to and to encourage  stock  ownership by certain  directors,
     officers,  employees  of  and  certain  persons  rendering  service  to the
     Company, so that they may acquire or increase their proprietary interest in


                                       18







                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


8.   Capital Stock - continued

     the  success  of the  Company,  and to  encourage  them  to  remain  in the
     Company's  service.  During the year ended  September 30, 2003, the Company
     had  distributed  1,900,000 of the shares through  grants.  During the year
     ended  September  30, 2004,  the Company had  distributed  1,586,000 of the
     shares  through  grants.  During the year ended  September  30,  2005,  the
     Company distributed  200,000 of the shares through grants.  During the nine
     months ended June 30, 2007, the Company distributed 3,960,000 of the shares
     through grants.

9.   Preferred Stock

     The  Articles  of  Incorporation  of the  Company  authorize  issuance of a
     maximum of 500,000 shares of nonvoting  preferred stock with a par value of
     $1.00 per share. The Articles of Incorporation grant the Board of Directors
     of the Company  authority to determine the designations,  preferences,  and
     relative  participating,  optional or other special rights of any preferred
     stock issued.

     On September 30, 2005,  the Company  entered into an agreement  with GeoTec
     Thermal  Generators,  Inc. to acquire  200,000 tons of coal in exchange for
     100,000 shares of preferred Stock (See Note 4 - Coal  Reserves),  which may
     be converted into the Company's common stock, at the sole discretion of the
     GeoTec  Thermal  Generators,  Inc.,  at any time in an amount  equal to the
     purchase  price at the stock bid price of $.10 on September  30, 2005.  The
     100,000  shares  of  preferred  stock  do not  have any  voting  rights  or
     preferences, except for the conversion privilege.

10.  Commitments and Contingencies

     Satellite Transponder Lease

     In December 2005, the Company  renewed its Satellite  space segment service
     agreement with Intelsat,  Inc. for 6 MHz of satellite bandwidth on Intelsat
     5 for a period of five  years  ending on  October  31,  2010 at the rate of
     $17,850 per month.  This agreement was terminated by Intelsat in April 2006
     for non-payment by the Company. For the nine months ended June 30, 2007 and
     2006, the amounts expensed were $-0- and $125,028, respectively.

     Signal Uplink Lease

     The Company renewed its Full Time Broadcast Agreement with Westar Satellite
     Services,  LP on October 15,  2005 for a full time  redundant 6 MHz digital
     C-band uplink service for a period of five years ending on October 31, 2010
     at the rate of $8,800 per month plus taxes.  For nine months ended June 30,
     2007 and 2006 the amounts  expensed  for Uplink  services  were $79,200 and
     $79,200, respectively.

     Westar Satellite Services,  LP has sued the Company for non-payment of this
     contract.  Future lease  payments due during the term of the master service
     agreement  ending on October  31,  2010 will equal  $334,400  and be due as
     follows:

          Year ended September 30, 2007            $ 26,400
          Year ended September 30, 2008            $105,600
          Year ended September 30, 2009            $105,600
          Year ended September 30, 2010            $ 96,800



                                       19



                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


10.  Commitments and Contingencies - continued

     Facilities Space Lease

     The Company  entered  into a lease for office and uplink  space on March 1,
     2004 for a period of one year  ending on  February  28,  2005 and the lease
     renewed  automatically  with the current  lease period  scheduled to end on
     February 28, 2008 at the rate of $2,569 per month plus a monthly allocation
     for water  usage.  The Company  moved out of the space in April of 2007 and
     has  continued to record the monthly  liability  until the point that it is
     confirmed  that the lessor has  released  the space.  For nine months ended
     June 30, 2007 and 2006, the amount expensed for this office space lease was
     $23,321 and $22,491, respectively.

     Future lease  payments due through  February 28, 2008 should the lessor not
     release the space will be approximately $21,480.

     The Company entered into a lease for additional  space at the its corporate
     headquarters  facilities  on April 1, 2005 for one year ending on March 31,
     2006, at the rate of $4,100 per month. The Company  exercised its option to
     terminate this lease on its March 31, 2006  anniversary  date. For the nine
     months  ended June 30, 2007 and 2006,  the amount  expensed for this office
     space lease was $-0- and $12,300, respectively.


     Employment Agreements

     Mr. Randy Moseley is employed pursuant to a five-year  employment agreement
     that commenced on October 2, 2002. The agreement provides for a base annual
     salary equal to $200,000 and a possible  annual cash bonus as determined by
     the Board of Directors and/or the Compensation  Committee. In October 2003,
     the  employment  agreement of Mr. Moseley was extended and amended to allow
     for the  naming of a new  President  and Chief  Executive  Officer  for the
     Company.  Mr.  Moseley  accepted  the officer  position of  Executive  Vice
     President  and Chief  Financial  Officer and agreed to defer the payment of
     his salary for the period from October 2, 2002 to  September  30, 2003 with
     this deferred year being added to the end of the original  employment  term
     to make the term of the employment agreement now end on September 30, 2008.
     During the periods ended September 30, 2006 and 2005, $150,000 and $126,000
     of Mr. Moseley's annual  compensation was accrued as a payable.  During the
     nine  months  ended  June  30,  2007,   $84,160  of  Mr.  Moseley's  annual
     compensation  was  accrued  as a  payable.  At June  30,  2007,  a total of
     $510,160  in  compensation  was  accrued as a payable to Mr.  Moseley.  Mr.
     Moseley has agreed to the  suspension  of the  accrual of his salary  until
     such time as the Company recapitalizes and has the funds to pay his salary.

     Mr. Jacob R. Miles III, is employed as the  Company's  President  and Chief
     Executive  Officer  pursuant  to a  three-year  employment  agreement  that
     commenced  effective  January 1, 2006.  The  agreement  provides for a base
     annual  salary equal to $225,000  with a minimum of annual  increases of 5%
     and a possible  annual cash bonus as  determined  by the Board of Directors
     and/or the  Compensation  Committee.During  the period ended  September 30,
     2006,  $142,500 of Mr. Miles' annual compensation was accrued as a payable.
     At September 30, 2006, a total of $178,000 in compensation was accrued as a
     payable to Mr. Miles.  During the nine months ended June 30, 2007,  $96,660
     of Mr. Miles's annual  compensation  was accrued as a payable.  At June 30,
     2007, a total of $274,660 in  compensation  was accrued as a payable to Mr.
     Miles.  Mr. Miles has agreed to the suspension of the accrual of his salary
     until such time as the Company  recapitalizes  and has the funds to pay his
     salary.



                                       20


                      Urban Television Network Corporation
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007
                                   (UNAUDITED)


10.  Commitments and Contingencies - continued

     Legal Matters

     The  Company's  motion to dismiss was  granted on February  23, 2006 by the
     United States District Court,  Central District of California,  Los Angeles
     Division  in a  legal  action  styled  Walter  E.  Morgan,  Jr.  vs.  Urban
     Television  Network  Corporation  et  al.  The  Company  claimed  that  the
     Plaintiff  claims  should have been brought in a previous  case wherein the
     Company took a judgment  against Mr. Morgan in excess of $1,500,000 in June
     2204 in the U.S.  District Court for the Northern  District of Texas,  Fort
     Worth Division.  Mr. Morgan and his related companies appealed the judgment
     which was dismissed  sua sponte by the U.S.  Court of Appeals for the Fifth
     Circuit.  The  Company  has made the  decision  not to record  the  default
     judgment as an asset until at such time as it is confident that asset value
     can be recovered from the defendants.

     The Company was party to legal action pending in the United States District
     Court for the Northern  District of Texas.  In a lawsuit  styled Michael J.
     Quilling, Receiver For MegaFund Corporation and Stanley A. Leitner vs.Urban
     Television Network Corporation,  the Receiver filed a complaint against the
     Company to recover  advances  in the amount of  $665,000  to the Company by
     Mega Fund  Corporation.  The Company recorded these advances as a liability
     on its financial  statements and on December 6, 2006,  the presiding  judge
     signed an Agreed Order of Dismissal  that dismissed  without  prejudice the
     lawsuit of Michael J. Quilling, the Receiver for Mega Fund Corporation.

     The Company is party to legal action pending in the 162nd  District  Court,
     Dallas,  Texas.  The Company has been served with a summons in a civil case
     styled  Westar  Satellite  Services,  L.P.  vs.  Urban  Television  Network
     Corporation.  The  Plaintiff  has filed  complaint  against  the Company to
     recover  amounts due Plaintiff  under a promissory  note and Master Service
     Agreement.  The  Company  has  recorded  the  related  liabilities  for the
     promissory note and master service  agreement on its financial  statements.
     The  ultimate  disposition  could  have a  material  adverse  effect on the
     Company's  consolidated  financial  position,  results  of  operations  and
     liquidity, if the Company does not secure adequate working capital.


11.  Going Concern

     The Company has suffered recurring losses from operations and has a deficit
     in both working capital and stockholders'  equity. In order for the Company
     to sustain operations and execute its television  broadcast and programming
     business plan , capital will need to be raised to support operations as the
     company  executes its business plan.  These  conditions  raise  substantial
     doubt about the Company's ability to continue as a going concern.

     The Company may raise additional  capital through operating cash flows, the
     sale of its equity securities,  or debt securities.  Subsequent to June 30,
     2007, the Company has raised  additional  capital of  approximately  $6,000
     from shareholder advances.







                                       21





Item 2. Management's Discussion and Analysis or Plan of Operation.

This  Form  10-QSB  contains   statements   that   constitute   "forward-looking
statements."  These  forward-looking  statements can be identified by the use of
predictive,  future-tense or  forward-looking  terminology,  such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These  statements  appear  in a number  of places  in this  report  and  include
statements regarding the intent,  belief or current expectations of the Company,
its directors or its officers  with respect to, among other  things:  (i) trends
affecting the  Company's  financial  condition or results of operations  for its
limited history;  (ii) the Company's business and growth  strategies;  (iii) the
Internet  and  Internet  commerce;  and,  (iv) the  Company's  financing  plans.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected in the forward-  looking  statements  as a result of various  factors.
Factors that could  adversely  affect actual  results and  performance  include,
among  others,  the  Company's  limited  operating  history,  dependence  on key
management, financing requirements,  government regulation, technological change
and competition.  Consequently,  all of the  forward-looking  statements made in
this  Quarterly  Form 10-QSB are qualified by these  cautionary  statements  and
there can be no assurance that the actual results or developments anticipated by
the Company will be realized or, even if substantially  realized, that they will
have the  expected  consequence  to or effects on the Company or its business or
operations.   The   Company   assumes   no   obligations   to  update  any  such
forward-looking statements.

Readers are urged to carefully review and consider the various  disclosures made
by us in this  Quarterly  Report on Form  10-QSB  and our Form  10-KSB  and Form
10-KSB/A for the period ended  September 30, 2006 and our other filings with the
U.S.  Securities and Exchange  Commission.  These reports and filings attempt to
advise interested parties of the risks and factors that may affect our business,
financial condition and results of operations and prospects. The forward-looking
statements  made in this  Quarterly Form 10-QSB speak only as of the date hereof
and we disclaim any  obligation to provide  updates,  revisions or amendments to
any forward-looking  statements to reflect changes in our expectations or future
events.

Background

Urban Television  Network  Corporation  (the "Company")  formerly known as Waste
Conversion Systems,  Inc. was incorporated under the laws of the state of Nevada
on October 21, 1986. The principal  office of the  corporation is located at 300
Radio Shack Circle, Suite T3-381, Fort Worth, Texas 76102.

In January 2002, the Company underwent a change of control with the directors of
the Company  appointing the directors and officers of Urban  Television  Network
Corporation,  a  Texas  corporation,  (Urban-Texas)  as the  new  directors  and
officers of the Company, and at the same time resigning their board positions.

On May 1, 2002,  the Company  entered  into an  agreement  with  Urban-Texas  to
acquire  the rights to the  Urban-Texas  affiliate  network  signal  space which
included  the  assignment  of  the  Urban-Texas   broadcast  television  station
affiliates for 16,000,0000  shares of common stock,  which became 800,000 shares
after the 1 for 20 reverse split in November 2002.

On February 7, 2003, the Company  entered into a Stock  Exchange  Agreement with
the majority  shareholders  of Urban-Texas to acquire  approximately  90% of the
issued and  outstanding  capital stock of Urban-Texas  (13,248,000 of 14,759,000
shares) in  exchange  for the  Company's  issuance of  13,248,000  shares of its
authorized but unissued common stock,  $.0001 par value (the "Exchange Shares"),
to the majority  shareholders of Urban-Texas.  The remaining 10% was contributed
to the Company in June of 2003.

Urban-Texas  is  considered  the  accounting  acquirer,   and  the  accompanying
financial  statements  include the operations of  Urban-Texas  from the earliest
period  presented.  The May 2002 and February 2003 transactions with the Company
are presented as a recapitalization of Urban-Texas.


                                       22



The consideration  exchanged in Stock Exchange  Agreement was negotiated between
the Company and Urban-Texas in a transaction with management.  The management of
the Company and Urban- Texas, were the same individuals. The transaction did not
represent an arms-length transaction.

On October 30, 2003, the Company completed a stock  subscription  agreement with
Wright Entertainment,  LLC, a Nevada limited liability company,  whose owner and
managing  director is Lonnie G. Wright,  Chairman and Chief Executive Officer of
the  Company.  Wright  Entertainment,  LLC entered  into the stock  subscription
agreement  for Fourteen  Million  (14,000,000)  common  shares for Seven Million
($7,000,000)  Dollars  or Fifty  ($0.50)  Cents per  share.  The stock  sale was
structured  as an  installment  stock  sale.  The terms of the stock sale are as
follows:  $500,000 down, the $6,500,000  balance payable on a promissory note at
$875,000 Dollars  quarterly,  including 6% interest on the declining  balance. A
portion  ($200,000)  of the $500,000  down  payment was  satisfied by one of the
Company's  lenders  forgiving  $198,515 of advances due the lender and $1,485 of
accrued  interest  on a note  payable to the  lender.  In  December  2004,  this
subscription  agreement was terminated by mutual  agreement  between the Company
and Wright Entertainment LLC as well as the termination of 4,000,000 shares that
has been  issued  to  Wright  Entertainment  and  were to be  vested  to  Wright
Entertainment upon the full payment of the subscription agreement.

On December 13, 2004,  we entered  into a  definitive  agreement  with World One
Media Group,  Inc., a Nevada  corporation.  The definitive  agreement called for
World One to purchase  70,000,000  restricted common shares for $7,000,000.  The
subscription  agreement  signed  on  December  23,  2004  set the  terms  of the
installment  purchase  at $100,000  being paid on  December  23, 2004 and with a
promissory note bearing no interest being executed for the remaining  $6,900,000
and being paid at the rate of $150,000  every 45 days  beginning  on January 31,
2005 until  promissory note has been paid in full. All the shares are pledged as
collateral for the promissory  note and will be physically  held by the Company.
Additionally,  World One was to be issued  warrants for  30,000,000  (reduced by
mutual agreement from the original  80,000,000  warrants) shares of common stock
that can be exercised for $.01 per share at any time after the  Company's  stock
price maintained a $10 bid price for 20 consecutive trading days.

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  nineteen  months  beginning  January  15,  2005)  and  issue  Wright
Entertainment LLC 1,000,000 shares of the Company's restricted common stock.

On July 26,  2005,  the  Board of  Directors  voted to (1)  terminate  the stock
subscription  agreement with Dove Media Group, Inc. (formerly known as World One
Media Group,  Inc.)due to its nonpayment of required installment  payments,  (2)
cancel the  70,000,000  shares issued and held by the Company as security on the
stock subscription agreement,  (3) reissue 2,500,000 shares to Dove Media Group,
Inc. for $250,000 that it paid towards the stock subscription  Agreement and (4)
cancel the 5,000,000  shares that had been  authorized for Dr. Ajibike  Akinkoye
for services to be rendered.

On July 29, 2005,  we entered  into a stock  subscription  agreement  with Miles
Investment Group, Inc., a Texas limited liability company controlled by Jacob R.
Miles  III,  a  shareholder  and the  Company's  Chief  Executive  Officer.  The
agreement  called  for  Miles  Investment  Group,  LLC  to  purchase  69,000,000
restricted  common shares for $6,900,000 on an installment basis over a 28 month
period with the terms being  $100,000 as a down  payment and  $250,000 per month
beginning  on September  1, 2005 and the first each month  thereafter  until the
total of $6,800,000 has been paid in full. Additionally, Miles Investment Group,
LLC had the right to warrants for 30,000,000  shares of restricted  common stock
that could be exercised for $.01 per share in varying  amounts  depending on the
Company's stock price on the OTCBB exchange.



                                   23



On September  29,  2006,  the Board of  Directors  voted to terminate  the stock
subscription agreement and warrants with Miles Investment Group, LLC due to non-
performance  on the payment terms as called for in the  subscription  agreement,
after allowing Miles  Investment  Group,  LLC a number of extension to come into
compliance with the subscription agreement. The impact of this action was to (1)
remove 67,000,000  shares from the issued $0.0001 par value common stock,  which
reduced  the  number  of  issued  and  outstanding  from  144,822,277  shares to
77,822,277 shares and (2) cancel the 30,000,000 warrants.

On September 29, 2006, the Board of Directors approved effective as of September
23, 2006, a subscription agreement R. J. Halden Holdings, Inc. ("RJHH"). RJHH is
one  of the  largest,  if not  the  largest  shareholder  in  the  Company.  The
Subscription Agreement called for RJHH to fund $1.5 million on or before January
31, 2007.  RJHH is entitled to purchase 64% interest in the Company,  or a total
of  136,104,486  shares.  The  subscription  vest  with  pro  rata  advances  in
increments of a minimum of 500,000 shares as paid.

Although  the Company is  currently  not airing  programming  to  affiliates  as
discussed later in this Item 2 in the Liquidity and Capital  Resources  Section,
the  Company's  business  plan  continues to be the suppling of  programming  to
independent  broadcast television stations and cable systems.  Formerly as Waste
Conversion  Systems,  Inc.,  the  Company's  business had been the  marketing of
thermal burner systems that utilize  industrial and agricultural  waste products
as fuel to produce steam, which generates electricity, air-conditioning or heat.

In 2001, the Company acquired a general market television network affiliate base
from Hispanic Television Network, Inc. (HTVN) and rebranded it towards the Urban
market. The Company's business plan is to provide ethnic television  programming
to the  minority  programming  interests  of the  African-American  and English-
speaking Hispanic  population  markets across the United States.  The Company at
the time of  going  dark in  April  2006  included  approximately  74  broadcast
television station affiliates in various parts of the country. Upon successfully
securing new financing to resume airing  programming and maintaining its Nielsen
Market Research agreement,  the Company's goal is to attract the larger of these
74 affiliates along with independent full power stations as affiliates.

We plan to target the  minority  markets,  primarily  the African  American  and
Hispanic   Markets,   because  we  believe  that  they  present  vast  marketing
opportunities  and that  are  currently  under-served  by our  competition.  The
African American market,  composes approximately 13% of the U.S. population with
a spending  power in excess of $600  billion.  The Hispanic  population  is also
approximately  13% of the U.S.  total  with a  spending  power also in the $600+
billion range. With few competitors in broadcast television that are exclusively
devoted  to  programming  to the  minority  markets,  we  feel  that  there  are
attractive  opportunities  to  provide a  quality  broadcasting  service  to the
African  American  and  Hispanic  (especially  bi-lingual  and English  speaking
Hispanic programming)  populations that together make up in excess of 25% of the
U.S. population.

On July 10,  2004,  the Company  received a  certificate  from  Nevada  Minority
Business Council,  an affiliate of the National  Minority  Supplier  Development
Council,  indicating that the Company  qualifies as a Minority Owned and Managed
Company,  which has met the certification  criteria  established by the National
Minority Supplier Development Council. The certification was renewed on February
1, 2005 for a one year  period.  On January 31,  2006,  the Company  renewed its
certification  with the Dallas/Fort Worth Minority Business Council,  Inc. for a
one year period ending  January 31, 2007.  The Company did not apply for renewal
of the certification after it expired on January 31, 2007.

Our financial  results  depend on a number of factors,  including the ability to
attract new  financing  for the  Company's  relaunch and growth,  maintaining  a
Nielsen Market Research agreement,  the strength of the national economy and the
local  economies  served  by  affiliate  stations,   total  advertising  dollars
dedicated  to the markets  served by  affiliate  stations,  advertising  dollars
dedicated to the African  American and Hispanic  consumers in the markets served
by affiliate stations,  the affiliate stations' audience ratings, our ability to
provide interesting minority focused programming,  local market competition from
other  television  stations  and other media,  and  government  regulations  and
policies, such as the multiple ownership rules, the ability of Class A affiliate
stations  to be  considered  must  carry for cable  systems  to  increase  their
distribution  and the deadlines for  television  stations  converting to digital
signals.

                                       24


Management,  assuming  that it can  attract  new  capital  for a relaunch of the
network,   has  developed  a  revenue  generation  plan  that  includes  program
syndication,  securing network advertising at the best available rate, uplinking
other party's signals to the satellite,  plus  implementing a technology plan to
assist its affiliates with sale of their local  advertising  time.  Management's
plan is to increase  rates as affiliate  stations are added to the network.  The
implementation of this  comprehensive plan is expected to have a positive affect
upon  sales  revenues.  In  addition,  the  Company  has  added a focus  to seek
affiliations   with  independent  full  power  stations  that  have  must  carry
privileges with cable and digital  distribution  companies,  but do not have the
financial capability to subscribe to Nielsen ratings in its local market.

Revenues

The  Company's  business  plan,  assuming  that it can attract new capital for a
relaunch of the  network,  includes  multiple  sources of revenues  that are now
available  to  companies  that  have  the  ability  to  reach  viewers   through
television,  the Internet and wireless  devices that are delivering  programming
and  messages  viewers  that  have  access  to  these  sources.  Following  is a
discussion of these potential revenue sources:

     1.  Advertising  spots  and  programming  time  on the  network  and  local
stations.  Our revenues are affected  primarily by the advertising rates that we
are able to charge for national advertising  commercials on the Urban TV network
and local spots that the Company  may obtain on local  stations,  as well as the
overall demand for  African-American  and  English-speaking  Hispanic television
advertising time by advertisers.

     National Spot Advertising. National advertisers have the opportunity to buy
"spot" advertising on a network wide basis or in specific markets.  For example,
an advertising agency in New York could purchase  advertising spots on a program
airing in a  particular  time period on all the  affiliate  stations or purchase
advertising  spots for a program  airing on  affiliate  stations  in  particular
markets where the Network has an affiliate station.

The Company's plan is to have the yet to be established  sales personnel located
in all major markets that have a large  concentration  of  advertising  agencies
targeting the African-American and English-speaking  Hispanic markets. The sales
of the local spot advertising would them be generated by these local sales staff
personnel.

     Local Spot  Advertising.  Advertising  agencies and  businesses  located in
specific markets will buy commercial  air-time in their respective market.  This
commercial  time  will be sold in the  market  by a local  sales  force  or as a
specific buy from a national client.  Local spot advertising also includes event
marketing.  In conjunction with a spot buy, the station incorporates events that
may be held on the  premise  of a  business  or  advertiser  for the  purpose of
driving traffic to that place of business.

     Program  Time  Sales.  Also  known as  long-form  programs  are sold on the
network and on locally  managed  stations to  companies  wanting to purchase the
television time and air their own programs.

     Advertising rates in general are determined primarily by:

     o    the markets covered by broadcast television affiliates,

     o    the number of competing  African-American  television  stations in the
          same market as our affiliate stations,

     o    the television  audience share in the  demographic  groups targeted by
          advertisers, and

     o    the supply and demand for African-American advertising time.

     Seasonal fluctuations are also common to the broadcast industry and are due
primarily to  fluctuations  in  advertising  expenditures  by national and local
advertisers.  The first calendar quarter typically produces the lowest broadcast
revenues  for  the  year  because  of  the  normal  post-holiday   decreases  in
advertising.

                                    25


Historically  most of our network  advertising has being sold to direct response
and  per  inquiry  advertisers.  Going  forward,  we plan to  deploy  a  network
advertising team consisting of account executives that will solicit  advertising
directly  from  national  advertisers  as well as  soliciting  advertising  from
national advertising  agencies.  Locally managed stations will also have account
executives  that will  solicit  local and  national  advertising  directly  from
advertisers and from advertising agencies in the local markets.

We plan, assuming that the Company receives  sufficient funding to relaunch,  to
market our advertising time on the Urban Television network to:

     o    Advertising agencies and independent advertisers. We market commercial
          time to advertising agencies and independent advertisers. The monetary
          value of this time is based  upon the  estimated  size of the  viewing
          audience;  the larger the audience, the more we are able to charge for
          the advertising time.

          To  measure  the size of a viewing  audience,  networks  and  stations
          generally subscribe to nationally recognized rating services,  such as
          Nielsen.  We have executed an agreement with Nielsen Media Research To
          measure the viewing audience of certain of our programs that are Aired
          in the must carry programming on our affiliate network. This Agreement
          will allow us to approach the larger advertising agencies.  Currently,
          a number of Urban  Television's  affiliate stations are located in the
          smaller market areas of the country, which is also not as desirable to
          the larger  advertising  clients.  Our goal is to enter into affiliate
          agreements   full-power   television   stations  located  in  the  top
          demographic  market  areas do not have the  ability to obtain  Nielsen
          ratings for their individual  station.  Urban Television believes that
          it can offer these stations a proposal that will give them the benefit
          of Nielsen  ratings on a local basis while giving the UATV Network the
          ability to  cumulate  local  ratings  into a  national  rating for its
          national advertisers.

     o    Affiliate  Stations.   In  exchange  for  providing   programming  and
          advertising time to affiliate stations, we retain advertising time and
          gain  access to the  affiliate  stations'  markets.  In a  traditional
          broadcasting contract, an affiliate station would retain all available
          advertising time, which it would then sell to outside advertisers, and
          the  network  would  receive  a fee from  the  affiliate  station.  As
          mentioned  above, our goal is to move our network from its predominate
          low-power station affiliates to a full-power affiliate base. The basic
          plan  would  continue  to  share to  advertising  time in  return  for
          providing the  programming.  By  aggregating a number of the affiliate
          stations and  accumulating  a large  household  coverage  base,  Urban
          Television will be able to sell its national advertising spots for the
          best rate possible.

     o    Program   Owners:   In  exchange  for   licensing   rights  to  select
          programming, the program owner retains a portion (usually half) of the
          available  advertising  time in each program and we as the network get
          the other half of the available  advertising time in each program. The
          program owner is then able to sell the advertising  time he retains to
          outside agencies and corporate  advertisers.  We obtain programming by
          contracting with program owners at the annual National  Association of
          Television  Program  Executives  convention  and by  contracting  with
          program  owners  who  during  the year are  looking  for  distribution
          sources.  In the future,  to acquire  certain  exclusive,  original or
          first-run  usage and licenses for  programming,  we may be required to
          incur upfront programming expenses.


     2.  Syndication:   The  Company  also  plans,  assuming  that  it  receives
sufficient  funding to relaunch,  to become a leading  syndicator to independent
stations  outside  the Urban  Television  Network  and  advertising  agencies of
television programming targeting  African-American,  English-speaking Hispanics,
and Asian urban households. The Company's long-term strategic objective is to be
the  dominant  integrated  urban  media  company;  developing,   producing,  and
distributing  entertainment  content in the  television and other media channels
that target the wide audience of consumers who


                                       26



enjoy urban entertainment content, including African-Americans, English-speaking
Hispanics,  Asian, suburban and urban consumers. The Company believes that it is
well positioned to achieve this objective,  given the strength of its management
leadership, operating discipline,  long-standing relationships, product mix, and
executional capabilities.

     The size of the syndication  television market is currently estimated to be
$2.6 billion. (1) African-American  households represent 13,171,160 of the total
household  universe of  109,600,000  or roughly  12%.(2) The value of  Company's
market segment,  focused on African-American  household  television  advertising
dollars,  is thus  conservatively  estimated  by the  Company  at $312  million,
representing  12% of the  aforementioned  $2.6 billion in  advertising  sales in
broadcast syndication. The Company believes that a similar size market is on the
horizon    for    English    speaking    Hispanic-Americans.     According    to
HispanIntelligence,(3)   a  national  media  organization  focused  on  Hispanic
advertising,  the  overall  size  of the  market  for  advertising  directed  to
Hispanics is $2.8 billion per year.  Ninety  percent  (90%) of these dollars are
dedicated  to  Spanish-language  programming,  leaving  the size of the  English
speaking market at 10%, or approximately $279 million per year. However,  52% of
Hispanics surveyed by HispanIntelligence,  with the results reported in the same
publication,  indicated that they prefer English as the communication medium for
advertisements across a broad base of programming, including the Internet. Thus,
HMG believes that this segment is poised to experience  explosive  growth in the
near future.

     3. Multi-Platform Strategy in Wireless and other Digital Applications

     After over five years of operations of the Urban  Television  Network,  the
Company believes upon successfully obtaining new financing for a relaunch of the
network, that it has assembled a seasoned management team with the experience to
develop the Company into a diversified multi-platform distribution media company
generating  multiple cash flow streams from produced and acquired  urban focused
content.  The Company  believes  that this  platform  would extend the Company's
offerings to its targeted urban  consumers by enabling those consumers to access
UATV content through alternative distribution channels. To achieve this end, the
Company  intends to expand its  distribution  to other media  platforms  such as
cable  television,   video-on-demand  ("VOD"),  wireless,   broadband  internet,
internet protocol TV ("IPTV"), home video, personal digital appliances ("PDA's),
cellular  phones  utilizing G-3  broadband  streaming  infrastructure,  and like
digital and wireless  applications  now known and hereinafter  conceived  and/or
invented.  The  Company  intends  to create  equity  value by  monetizing  cost-
efficiently  produced content across multiple  distribution  channels generating
multiple revenue  streams,  while building a library of content assets that will
have annuity value.

Expenses

Our  most  significant   operating   expenses  when  the  Company  is  uplinking
programming  to the satellite for  distribution  to affiliates are satellite and
uplink transmission costs, master control costs,  technology expenses,  employee
compensation,   advertising  and  promotional   expenses,   and  production  and
programming  expenses.  In  cases,  where  we may in the  future  incur  upfront
programming  expenses  to procure  exclusive  programming  usages and  licenses,
upfront payments will, in most cases, be amortized over the applicable  contract
term. Until cash flow permits, we do not expect to acquire exclusive programming
usages and licenses  that require up front costs.  Assuming  that the Company is
successful in  attracting  new capital for a relaunch,  it will  maintain  tight
controls  over  our  operating   expenses  by  contracting  master  control  and
centralizing  network  programming,  finance,  human  resources  and  management
information  system functions.  Depreciation of fixed assets and amortization of
costs   associated  with  the  acquisition  of  additional   stations  are  also
significant elements in determining our total expense level.

-----------------------------
1    Television  Week,  March  7,  2006,  p.  30,  citing  to data  provided  by
     Syndicated  National  Television  Association
2    Black  Hispanic  DMA  Market  Demographic  Rank,  Nielsen  Media  Research,
     September 2004, p.40.
3    Volume 4, #68, April 27, 2004.


                                    27


In the process of attracting key officers and personnel to Urban Television,  we
may offer stock grants or options as an alternate form of  compensation.  In the
event that the  strike  price of the stock  option is less than the fair  market
value of the stock on the date of grant,  any  difference  will be  amortized as
compensation expense over the vesting period of the stock options.

Assuming  that the  Company is  successful  in  attracting  new  capital,  it we
anticipate that our monthly operating expense level may vary from month to month
due primarily to the timing of significant  advertising and promotion  expenses.
We will incur significant advertising and promotion expenses associated with the
growth of Urban  Television  and with the  establishment  of our presence in new
markets  associated  with  any new  station  lease  or  acquisition  agreements.
Increased  advertising revenue associated with these advertising and promotional
expenses will typically lag behind the incurrence of these expenses.

Results of Operations

Urban Television  Network  Corporation - Historical  Results for the three month
and nine month periods ended June 30, 2007 and 2006.

REVENUES.  Revenues have been primarily  derived from sales of  advertising  and
programming  time.  Revenues for the three months and nine months ended June 30,
2007 were $ -0- and $3,997  compared to $20,155 and $80,182 for the three months
and nine month periods ended June 30, 2006.  The reason for the decreases in the
three and nine months ended June 30, 2007  compared to the same periods for 2006
is that the Company  stopped  airing  programming  to its affiliates in April of
2006.  The  Company  at the  time of  going  dark  in  April  of  2006  included
approximately 70 broadcast television station affiliates in various parts of the
country.  Upon  successfully  securing new financing and maintaining its Nielsen
Market Research agreement,  the Company's goal is to attract the larger of these
70 affiliates along with independent full power stations as affiliates.

The Company is currently not operating its network operations and the Company is
dependent upon working capital derived from management, significant shareholders
and private  investors  to provide  sufficient  working  capital to maintain the
Company's existence.  There is no assurance,  however,  that the Company will be
able to generate the necessary working capital needs from these sources.


OPERATING RESULTS. For the three months ended June 30, 2007 and 2006 the Company
had  operating  cost of $76,400 and $91,617,  respectively.  For the nine months
ended June 30, 2007 and 2006,  the Company had  operating  cost of $186,107  and
$523,917, respectively. The major components of cost of operations for the three
month and nine month periods ended June 30, 2007 and 2006 were as follows:

                                        Three months ended     Nine months ended
                                       -------------------   -------------------
                                         2007       2006       2007       2006
                                       --------   --------   --------   --------

Satellite and uplink services          $ 26,400   $ 54,031   $ 99,600   $252,933
Master control and production            50,000     12,733     66,667     98,047
Affiliate relations                         --        (521)       --      31,028
Programming cost                            --         374        --      19,996
Technology expenses                         --      25,000     19,840    121,913
                                       --------   --------   --------   --------
   Total                               $ 76,400   $ 91,617   $186,107   $523,917
                                       --------   --------   --------   --------

The expense for satellite and uplink services  decreased by $27,631 and $153,333
during the three months and nine months ended June 30,  2007,  respectively,  as
compared to the same periods ended June 30, 2006,  primarily because the Company
has not been on the air since April of 2006.  The  expense for the three  months
and nine months ended June 30, 2007 is an accrual under an uplink  contract that
has an expiration date of October 31, 2010.



                                       28



The Company  was not on the air during the three and nine months  ended June 30,
2007 and did not  incur any costs for  master  control  operations,  production,
affiliate  relations  and  programming  during the three  months and nine months
periods  ending June 30,  2007,  except for the $50,000 of  amortization  of its
agreement  with Circle R Media for  equipment  and space which was exchanged for
the Company's common stock.

Technology  costs  decreased by $25,000 and $102,073 during the three months and
nine months ended June 30, 2007,  respectively,  as compared to the same periods
ended June 30, 2006, primarily because the Company has not been on the air since
April of 2006  and did not  require  the  level of  technology  support  that is
required when the network is airing programming to an affiliate base.


Administration  expenses  of $9,750 for the three  months  ended  June 30,  2007
decreased  by $200,443 or 95% from the  administrative  expenses of $210,193 for
the three months ended June 30, 2006.

Administration  expenses  of $375,021  for the nine  months  ended June 30, 2007
decreased  by $344,531 or 48% from the  administrative  expenses of $719,552 for
the nine months ended June 30, 2006.

Following is a comparative  of the major expense  categories for the three month
and nine month periods ending June 30, 2007 and 2006.

                                   Three months ended         Nine months ended
                                  --------------------     ---------------------
                                    2007         2006         2007         2006
                                  -------     --------     --------    ---------
Administrative management       $     --     $ 136,250    $ 220,420    $ 348,500
Stock based compensation              --         7,950       79,200      150,450
Consulting                            --           __           --        11,000
Nielsen Market Research               --        32,194          --        42,303
Payroll taxes                         --           850          --         8,990
Taxes - Other                       4,000          --        11,999        4,215
Travel, conventions                   --         5,937        1,740       21,434
Accounting fees                     3,000        4,000       19,450       14,137
Public relations costs                --           375          --         3,285
Transfer Agent, permit fees         1,000        1,000        3,100        6,086
Rent and utilities expense          1,707       10,675       25,698       54,959
Internet costs                        --         2,933        5,300       10,408
Supplies                              --           183          500        4,511
Telephone                             --         5,746        5,877       23,132
Postage and shipping                  --           673          --         4,202
Other                                  43        1,427        1,737       11,940
                                  -------      -------      -------      -------
          TOTAL                 $   9,750    $ 210,193    $ 375,021    $ 719,552
                                  -------      -------      -------      -------


The expense for administrative management and stock based compensation decreased
by $144,200 and $199,330  during the three months and nine months ended June 30,
2007,  respectively,  as  compared  to the same  periods  ended  June 30,  2006,
primarily because the Company reduced the number of management  personnel during
2007 and  executives  agreed to  discontinue  the accrual of salaries  until the
Company is successful in  successful in attracting  new capital and  relaunching
its programming to an affiliate base.

The Company did not incur any costs for  consulting,  Nielsen  Market  Research,
payroll taxes,  public  relations,  postage and shipping,  Internet and supplies
during the three months and nine months periods ending June 30, 2007 because the
it was not on the air during these periods.

Travel and conventions  expenses  decreased by $5,937 and $19,694,  respectively
for the three and nine  months  periods  ended June 30,  2007 as compared to the
same  periods  in 2006 due to the  Company  not  being on the air  during  these
periods in 2007 and to the Company's reduced travel related cost associated with
the minority ownership no longer being located in Las Vegas, Nevada.



                                       29



The  accounting  fees increased by $5,313 for the nine months periods ended June
30, 2007 as compared to the same period for 2006,the  increase was due primarily
to the increase in cost  associated  with annual  audits and  quarterly  reviews
associated with SEC filings.

Transfer  agent and permit fees decreased by $-0- and $2,986,  respectively  for
the three and nine  months  periods  ended June 30, 2007 as compared to the same
periods in 2006 due to the  Company not having the  activity in the  issuance of
stock certificates in the periods in 2007 as compared to 2006.

Rent and utilities  expenses  decreased by $8,968 and $29,261,  respectively for
the three and nine  months  periods  ended June 30, 2007 as compared to the same
periods  in 2006 due to the  Company  not  renewing  the  lease  for  production
facilities in 2007.

Telephone  expense  decreased by $5,746 and $17,255,  respectively for the three
and nine months  periods  ended June 30, 2007 as compared to the same periods in
2006 due to the Company not being not on the air during these periods in 2007.

Other expense  decreased by $1,384 and $10,203,  respectively  for the three and
nine months  periods ended June 30, 2007 as compared to the same periods in 2006
due to the Company not being not on the air during these periods in 2007.


Operating Results:

Operating  Results.  We had a net operating losses of $96,337 and $302,264,  for
the three months ended June 30, 2007 and 2006, respectively.  The decreased loss
of $205,927 for 2007 was  primarily  attributed  to the Company not being on the
air during the three months ended June 30, 2007 and reducing costs in all of its
operating  expenses as shown above in the discussions of operating  expenses and
administrative expenses.

The Company  had  operating  losses for the nine months  ended June 30, 2007 and
2006 of $596,924 and  $1,225,114,  respectively.  The decreased loss of $628,190
for 2007 was primarily attributed to the Company not being on the air during the
nine  months  ended June 30,  2007 and  reducing  costs in all of its  operating
expenses  as  shown  above  in  the   discussions  of  operating   expenses  and
administrative expenses.


EARNINGS PER SHARE OF COMMON STOCK. Income (loss) per common share is calculated
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings  per Share." Basic Income (loss) per share is computed by dividing the
net income (loss) by the weighted  average number of common shares  outstanding.
Diluted  net  income  (loss) per share is  computed  similar to basic net income
(loss) per share, except that the denominator is increased to include the number
of additional  common shares that would have outstanding if the potential common
shares had been issued and if the additional common shares were dilutive.  Stock
options and warrants are anti-dilutive, and accordingly, are not included in the
calculation of income (loss) per share. The basic and diluted net loss per share
of common  stock was $0.002 and $0.004 for the three  months  June 30,  2007 and
2006, respectively. The basic and diluted net loss per share of common stock was
$0.01 and $0.02 for the nine months June 30, 2007 and 2006, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We  have  financed  our   operations   through  a  combination   of  loans  from
stockholders,  proceeds from convertible promissory notes and revenues generated
from operations.  The Company has incurred cumulative losses of $25,489,865 from
the inception of the Company through June 30, 2007.




                                       30



Current  liabilities at June 30, 2007 were  $3,237,900  which  exceeded  current
assets of $153,682 by  $3,084,218.  The Company's cash position at June 30, 2007
was $149,  a decrease of $3,374 from the  position at  September  30,  2006.  As
discussed  below,  the  Company's  ability to continue  its growth will  require
additional  funds from various  sources.  If adequate funds are not available on
acceptable  terms, our business,  results of operations and financial  condition
will be materially adversely affected. In a worse case scenario, we might not be
able to remain a viable entity. Accrued compensation is the result of management
deferring  a portion of their  annual  compensation  until the Company has funds
available.

The Company is  experiencing  liquidity  needs  resulting  from an  inability to
complete a structured financing with existing shareholders or new investors or a
strategic investment on acceptable terms to the company.

Due to the lack of necessary capital  resources,  the Company is not able to pay
for  satellite  space and uplinking  services  which in turn has resulted in the
Company not being able to transmit  programming  to an affiliate  network and in
fact seizing to air  programming  as of April of 2006.  The Company has laid-off
its master control,  production,  programming and affiliate  relations employees
while it seek financing. Management personnel still with the Company are working
without pay to seek new financing to relaunch the Company.

The Company has made several  concerted efforts to enlist support from its major
shareholder  groups.  However,  notwithstanding  significant  commitment,  these
efforts have been successful only in raising modest amounts to maintain marginal
operations.  The Company is  continuing  to work with certain  investors to help
meet immediate  short-term  liquidity needs estimated to be  approximately  $500
thousand and the funds to execute on its plan of developing an affiliate base of
predominately  full power stations with  associated  Nielsen ratings which would
lead to advertising revenue from major  corporations.  As of August 1, 2007, the
Company had cash on hand of  approximately  $134 and as of June 30,  2007, a net
working  capital  deficit  of  approximately  $3,084,000.   The  Company  has  a
promissory   loan   agreement  with  Westar   Satellite   Services  LP  totaling
approximately  $81,000 secured by a blanket lien upon the Company's  assets that
matured  in April 2006 and is now in default  and as  described  in the June 30,
2007 financial statements presented in this Quarterly Form 10-QSB report. Westar
Satellite Services,  Inc. has filed a lawsuit against the Company for nonpayment
of the  promissory  note plus a master  service  contract and filed to seize the
Company's assets. The ultimate  disposition could have a material adverse effect
on the Company's  consolidated  financial  position,  results of operations  and
liquidity, if the Company does not secure adequate working capital.

The total outstanding indebtedness, including future contractual obligations, as
of August 1, 2007 is approximately $4,353,000. The Company's ability to continue
its  operations  and  execute  on its  business  plan will  require  significant
additional  funds from various  sources.  If adequate funds are not available on
acceptable  terms our business  future as a viable entity is in severe  jeopardy
and the Company might not be able to remain a viable entity.

Our continued growth,  will require  significant  additional funds that may come
from a variety of sources,  including the stock subscription agreement with R.J.
Halden  Holdings,  Inc.,  shareholder  loans,  equity  or debt  issuances,  bank
borrowings,  capital  lease  financings,  and  the  sale of the  Company's  coal
reserves,  should  Geotec  Thermal  Generators,  Inc.,  the  seller,  perform in
accordance  with the Agreement  and process,  sell and remit the net proceeds to
the Company.  As discussed in Note 4 to the Consolidated  Financial  Statements,
the Company has established an impairment reserve against the coal assets due to
the  Company  not  having  the  financial  ability  to clean the coal and Geotec
Thermal  Generators,  Inc.  declining  to perform  on the terms of the  exchange
agreement.  The  Company  has not been  able to sell the coal  reserves  as they
exist.  Also the coal reserves have related federal income tax credits resulting
from the Super Fund  established by The Federal  Government  that can be sold to
other   companies  at  such  time  as  the  coal  is  processed  and  sold.  The
uncertaintity of the coal being processed and sold has been the major reason for
not being  successful  in selling  these  credits.  Should we be  successful  in
obtaining  any funds raised  through these sources our intent is to fund various
aspects of our relaunch of the network,  including paying past due notes payable
and accounts payable, funding our working capital needs, funding key programming
acquisitions,  funding sales and marketing, securing cable connections,  funding
master control/ network equipment upgrades, making strategic investments.


                                       31


However,  management  has no basis to believe  that the Coal Assets will ever be
monetized.

Assuming that the Company is successful in attracting new capital for a relaunch
of the network,  the Company expects licensing agreements with program suppliers
to be generally  for a term of 13 to 52 weeks and be  cancelable by either party
upon thirty (30)days written notice.  These license  agreements will provide the
Company  with a  source  of  revenue  by the  Company's  right  to  share in the
commercial spots during the programs.  The Company's policy will be to recognize
the revenue associated with these sources of revenue at the time that it inserts
the  advertising  spots or airs the  long-form  program at the  network or local
level.  The  cancelable  feature of these  license  agreements  could effect the
Company's  source of  revenue  generation  should a program  be  cancelled  by a
licensor  and the  Company not be able to replace it within the 30 day notice of
cancellation period.

The Company's  policy is to recognize the revenue  associated with these sources
of revenue at the time that it inserts the short-form  advertising spots or airs
the long-form program at the network or local level. As the Company continues to
grow, it will enter into new license agreements to replace existing licenses for
programs  that do not fit into  the  Company's  business  model  for a  minority
focused television  network.  The cancelable feature of these license agreements
could  effect the  Company's  source of revenue  generation  should a program be
cancelled  by a licensor and the Company not be able to replace it within the 30
day notice of cancellation period.

In summary,  until the Company is in a position to generate sufficient cash from
the  sale of  advertising  revenue,  we  will  need to  rely  upon  private  and
institutional sources of debt and equity financing.  We will require significant
additional  cash from the  issuance  of equity  or debt  securities  in the year
ending  September  30, 2007 to relaunch the network and finance  operations  and
strategic  objectives.  No  assurances  can be given  that we will  successfully
obtain  liquidity  sources  necessary  to fund our relaunch  and  operations  to
profitability and beyond.

Going Concern

Due to our continuing to be off the air and not having  generated  revenues,  in
their notes to our financial  statements for the year ended  September 30, 2006,
our independent  auditors included an explanatory  paragraph  regarding concerns
about our ability to continue as a going concern.

The  continuation of our business is dependent upon obtaining  financing  and/or
capital to relaunch the network and achieving a break even or  profitable  level
of operations.  The issuance of additional  equity securities by us could result
in a  significant  dilution  in the equity  interests  of our  current or future
stockholders.

There are no  assurances  that we will be able to either (1)  achieve a level of
revenues  adequate  to generate  sufficient  cash flow from  operations;  or (2)
obtain additional financing through either private placements,  public offerings
and/or bank financing necessary to support our working capital requirements.  To
the extent that funds  generated  from  operations  and any private  placements,
public  offerings and/or bank financing are  insufficient,  we will have to seek
additional working capital. No assurance can be given that additional  financing
will be  available,  or if  available,  will be on terms  acceptable  to us.  If
adequate  working  capital is not available we may not be able to continue as an
entity.

These  conditions  raise  substantial  doubt  about our ability to continue as a
going concern.  The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.






                                          32


Contractual Obligations

Future payments due on the Company's contractual obligations as of June 30, 2007
are as follows:
                                                Total         2007    2008-2010
                                                -----         ----    ---------
 Operating lease -office space            $    21,505   $    8,055   $   13,450
 Advances by shareholders                      45,545       45,545           --
 Loans from shareholders                      487,891      280,755      207,136
 Loans from vendors                            80,685       80,685           --
 Advances from non-related party              665,000      665,000           --
 Contractual obligations                    1,913,570    1,099,070      814,500
                                            ---------    ---------      -------
 Total                                    $ 3,214,196   $2,179,110   $1,035,086
                                            ---------    ---------    ---------


We do not believe that  inflation  has had a material  impact on our business or
operations.

We are not a party to any off-balance  sheet  arrangements  and do not engage in
trading activities involving non-exchange traded contracts. In addition, we have
no financial  guarantees,  debt or lease agreements or other  arrangements  that
could trigger a requirement  for an early payment or that could change the value
of our assets, other than those disclosed in this quarterly report.

We had net losses $158,538 and $310,209 for the three months ended June 30, 2007
and 2006,  respectively  and $ 703,312 and  $1,246,362 for the nine months ended
June 30, 2007 and 2006, respectively.  We expect these losses to continue as the
Company is currently off the air and we continue to incur operating  expenses in
maintaining marginal operations and seek new capital to relaunch the network. At
this time we cannot anticipate when the Company might begin receiving  revenues.
Thus, we will need to raise additional funds from financing and equity sales. If
adequate funds are not available on acceptable  terms, our business,  results of
operations and financial condition will be materially adversely affected.

Financing activities for the three months ended June 30, 2007 include:

     During  the three  months  ended June 30,  2007,  management  advanced  the
Company approximately $1,800 for operating costs.

In addition common stock may also be issued for conversion or settlement of debt
and/or  payables for equity,  future  obligations  which may be satisfied by the
issuance of common shares,  and other  transactions  and agreements which may in
the future result in the issuance of additional common shares. The common shares
that the Company may issue in the future could significantly increase the number
of shares outstanding and could be extremely dilutive.

RISK FACTORS

We are  subject to a high degree of risk as we are  considered  to be in unsound
financial  condition.  The  following  risks,  if any one or more occurs,  could
materially  harm  our  business,   financial  condition  or  future  results  of
operations, and the trading price of our common stock could decline. These risks
factors include, but are not limited to, our limited operating history,  history
of operating losses, the inability to obtain for additional capital, the failure
to  successfully  expand  our  operations,  the  competition  in the  television
industry from competitors with substantially  greater  resources,  the legal and
regulatory requirements and uncertainties related to our industry, the inability
to enter into strategic  partnerships  with major  advertisers,  the loss of key
personnel,  adverse economic conditions,  the control of our common stock by our
management, the classification of our common stock as "penny stock," the absence
of any right to  dividends,  the costs  associated  with the issuance of and the
rights granted to additional securities,  the unpredictability of the trading of
our common stock.



                                       33



For a more  detailed  discussion  as to the risks  related  to Urban  Television
Network  Corporation,  our industry and our common stock, please see the section
entitled,  "Management's  Discussion  and  Analysis or Plan of  Operation - Risk
Factors," in our Annual Report on Form 10-KSB and Form  10-KSB/A,  as filed with
the  Securities  and Exchange  Commission  on January 16, 2007 and July 9,_2007,
respectively.


Impact of Inflation

Management  does not  believe  that  general  inflation  has had or will  have a
material effect on operations.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations
are based on the  financial  statements,  which have been prepared in accordance
with generally accepted accounting principles. Note 2 of the Notes describes the
significant  accounting  policies  essential to the  financial  statements.  The
preparation of these financial  statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ materially from those estimates.

We believe the following to be critical accounting policies and estimates.  That
is,  they  are  both  important  to the  portrayal  of the  Company's  financial
condition  and results,  and they require  significant  management  judgment and
estimates about matters that are inherently  uncertain.  As a result of inherent
uncertainty,  there is a likelihood that materially  different  amounts would be
reported under different conditions or using different assumptions.  Although we
believe  that our  judgments  and  estimates  are  reasonable,  appropriate  and
correct, actual future results may differ materially from our estimates.

Revenue Recognition

The Company  anticipates  that its sources of revenues  will include the sale of
short-term national and local spot advertising and long-form program time slots.
The Company's  policy is to recognize the revenue  associated with these sources
of revenue at the time that it inserts the short-form  advertising spots or airs
the long-form program at the network or local level.


Non Goodwill Intangible Assets

Intangible  assets other than  goodwill  consist of network  assets  acquired by
purchase.  They are being amortized over their expected lives of 5 years and are
reviewed for potential impairment whenever events or circumstances indicate that
carrying  amounts may not be  recoverable.  No  impairment  loss was  recognized
during the reporting periods.  On January 1, 2002, the Company adopted Statement
of Financial  Accounting Standards No. 142, Goodwill and Intangible Assets. This
provides that a recognized intangible shall be amortized over its useful life to
the reporting entity unless that life is determined to be indefinite. The amount
of an intangible asset to be amortized shall be the amount initially assigned to
that asset less any residual value.

Stock Based Compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably  measurable.  The determined  value is recognized as an expense in
the accompanying consolidated statements of operations.



                                       34




Contingencies

In the normal course of business,  the Company is subject to certain  claims and
legal  proceedings.  The Company records an accrued  liability for these matters
when an adverse outcome is probable and the amount of the potential liability is
reasonably estimable.  The Company does not believe that the resolution of these
matters will have a material  effect upon its  financial  condition,  results of
operations, or cash flows for an interim or annual period.

Recently Issued Accounting Pronouncements

Recently issued accounting  pronouncements  and their effect on us are discussed
in the notes to the  financial  statements  in our  September  30, 2006  audited
financial statements.


Other Events

None


Item 3. Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this  Quarterly  Report for the  quarter
ended June 30, 2007, we carried out an  evaluation,  under the  supervision  and
with the participation of our management,  including the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule 13a-4 of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  which
disclosure  controls  and  procedures  are  designed to insure that  information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act is recorded,  processed,  summarized and reported  within  required
time periods specified by the SEC's rules and forms.


Limitations on the Effectiveness of Controls

Our management  does not expect that our  disclosure  controls and procedures or
our internal  controls over  financial  reporting will prevent all error and all
fraud. A control system, no matter how well conceived and operated,  can provide
only  reasonable,  but not absolute,  assurance that the objectives of a control
system are met. Further,  any control system reflects  limitations on resources,
and the benefits of a control  system must be considered  relative to its costs.
Because of the inherent  limitations  in all control  systems,  no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud,  if any,  have been  detected.  These  inherent  limitations  include the
realities that judgments in  decision-making  can be faulty and that  breakdowns
can occur  because of simple  error or mistake.  Additionally,  controls  can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management  override of a control.  The design of a control system
is also based upon certain  assumptions  about the  likelihood of future events,
there can be no assurance  that any design will succeed in achieving  its stated
goals under all  potential  future  conditions;  over time,  controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
the  policies or  procedures  may  deteriorate.  Although  unlikely,  due to the
inherent  limitations in a cost-effective  control system,  misstatements due to
error or fraud may occur and may not be detected.







                                   35



Conclusions

Based  on this  evaluation,  our  chief  executive  officer  and  our  president
concluded that,  subject to the limitations noted above and as of the evaluation
date,  our  disclosure  controls and procedures are effective to ensure that the
information  we are required to disclose in reports that we file or submit under
the  Exchange  Act is  recorded,  processed,  summarized,  and  reported in such
reports  within  the time  periods  specified  in the  Securities  and  Exchange
Commission's rules and forms.

(b)  Changes in Internal Control.

Subsequent  to the date of such  evaluation  as  described in  subparagraph  (a)
above,  there were no  significant  changes in our  internal  controls  or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.


PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

The  Company's  motion to dismiss was granted on February 23, 2006 by the United
States District Court, Central District of California, Los Angeles Division in a
legal  action  styled  Walter  E.  Morgan,  Jr.  vs.  Urban  Television  Network
Corporation  et al. The Company  claimed that the  Plaintiff  claims should have
been brought in a previous case wherein the Company took a judgment  against Mr.
Morgan in excess of $1,500,000 (as discussed  above) in the U.S.  District Court
for the Northern  District of Texas,  Fort Worth  Division.  Mr.  Morgan and his
related  companies  appealed the judgment  which was dismissed sua sponte by the
U.S. Court of Appeals for the Fifth Circuit.

The Company  believes  that the  ultimate  disposition  will not have a material
adverse  effect on the Company's  consolidated  financial  position,  results of
operations and liquidity.


The Company is party to legal action pending in the United States District Court
for the Northern  District of Texas.  The Company has been served with a summons
in a civil case styled  Michael J. Quilling,  Receiver For MegaFund  Corporation
and Stanley A. Leitner vs.Urban  Television  Network  Corporation.  The Receiver
filed a  complaint  against  the  Company to recover  advances  in the amount of
$665,000 to the Company by Mega Fund  Corporation on behalf of Dove Media Group,
Inc.  related to its stock  subscription  agreement.  The Company recorded these
advances  as a liability  on its  financial  statements  and  believes  that the
ultimate  disposition  will not have a material  adverse effect on the Company's
consolidated  financial  position,  results  of  operations  and  liquidity.  On
December 6, 2006, the presiding  judge for the United States  District Court For
the  Northern  District of Texas,  Dallas  Division,  signed an Agreed  Order Of
Dismissal that dismissed  without  prejudice the lawsuit of Michael J. Quilling,
Receiver for Megafund Corporation and Stanley A. Leitner.

The  Company  is party to legal  action  pending  in the 162nd  District  Court,
Dallas, Texas. The Company has been served with a summons in a civil case styled
Westar Satellite  Services,  L.P. vs.Urban Television Network  Corporation.  The
Plaintiff  has filed  complaint  against  the  Company  to Recover  amounts  due
Plaintiff under a promissory note and Master Service Agreement.  The Company has
recorded the related  liabilities  for the  promissory  note and master  service
agreement on its financial statements and believes that the ultimate disposition
will have a material  adverse  effect on the  Company's  consolidated  financial
position,  results of operations and liquidity,  if the Company does not receive
sufficient new capital to satisfy its debts and relaunch the Company.





                                       36



Item 2. Changes in Securities

Recent Sales of Unregistered Securities

During the  quarter  ending  June 30,  2007,  the  Company  offered and sold the
following  securities  pursuant to  securities  transaction  exemption  from the
registration requirements of the Securities Act of 1933, as amended.

    None


Item 3. Defaults Upon Senior Securities.

    None


Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders,  through the solicitation
of proxies or Otherwise,  during the third quarter of the fiscal year covered by
this report.

Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits

Exhibit No.   Description and Method of Filing
----------    --------------------------------

31.1           Certification  by Chief  Executive  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002

31.2           Certification  by Chief  Financial  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002.

32.1           Certification  by Chief  Executive  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

32.2           Certification  by Chief  Financial  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

* Filed with previous filing

     (b)  Reports on Form 8-K.

    None

SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Dated: August 20, 2007

Urban Television Network Corporation

By: /s/ Jacob R. Miles III                By: /s/ Randy Moseley
   ------------------------------            -----------------------------------
   Jacob R. Miles III                        Randy Moseley
   Title: Chief Executive Officer            Title: Executive Vice President/CFO

                                    37