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, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 33-58972
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URBAN TELEVISION NETWORK CORPORATION
--------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 22-2800078
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(State of Incorporation) (IRS Employer Identification No.)
18505 Highway 377 South, Fort Worth, TX 76126
---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,( 817 ) 512 - 3033
--------- ------------- ----------------------
WASTE CONVERSION SYSTEMS, INC.
Former Name, former address and former fiscal year if changed
since last report
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 on 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: 22,231,667
Transitional Small Business Disclosure Format
(Check One)
Yes No X
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements........................................ 3
Independent Accountants Review Letter.......................
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............................................... 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 13
Item 2. Changes in Securities and Use of Proceeds................... 14
Item 3. Defaults upon Senior Securities............................. 14
Item 4. Submission of Matters to a Vote
of Security Holders......................................... 14
Item 5. Other Information........................................... 14
Item 6. Exhibits and Reports on Form 8-K............................ 14
Signatures............................................................ 14
2
URBAN TELEVISION NETWORK CORPORATION
FORM 10-QSB
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements. (Unaudited)
As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant for the
nine months ended June 30, 2002. The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented. The unaudited
financial statements of registrant for the nine months ended June 30, 2002,
follow.
3
PART I - FINANCIAL STATEMENTS
URBAN TELEVISION NETWORK CORPORATION
And subsidiaries
Consolidated Balance Sheet
June 30, September 30,
2002 2001
(Unaudited) (Audited)
------------- -------------
ASSETS
------
Current assets:
Cash and cash equivalents $ 20,000 $ --
Accounts receivable 15,000 --
------------- -------------
Total current assets 35,000 --
------------- -------------
Furniture, fixtures and equipment, net 5,555 --
------------- -------------
Other assets
Note receivable,net of allowance for doubtful 500,000 --
Network assets 600,000 --
------------- -------------
1,100,000 --
------------- -------------
$ 1,140,555 $ --
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current liabilities:
Accounts payable $ 2,150 $ 72,428
Advances from shareholders 109,692 --
Accrued interest payable 10,000 218,261
Accrued payroll taxes -- 2,355
Current portion of long term debt 250,000 210,348
------------- -------------
Total current liabilities 371,842 503,392
------------- -------------
Long-term debt payable 250,000 --
------------- -------------
Stockholders' equity (deficit):
Preferred stock, $1 par value, 500,000 shares authorized, none issued -- --
Common stock, $0.01 par value, 50,000,000 shares authorized,
22,231,667 shares outstanding 222,316 62,072
Additional paid-in capital 5,681,562 4,879,134
Accumulated deficit (5,385,165) (5,444,598)
------------- -------------
Total stockholders' equity (deficit) 518,713 (503,392)
------------- -------------
$ 1,140,555 $ --
============= =============
See notes to financial statements.
4
URBAN TELEVISION NETWORK CORPORATION
and Subsidiaries
Consolidated Statements of Operations
For the Nine Months Ended June 30, 2002 and 2001
(UNAUDITED)
Three months ended June 30 Nine months ended June 30
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues $ 17,965 $ -- $ 17,965 $ --
------------ ------------ ------------ ------------
Expenses:
Satellite and uplink services 37,500 -- 37,500 --
Production expenses 8,100 -- 8,100 --
Technology expenses 23,795 -- 23,795 --
Administration 19,656 -- 26,602 --
Bad dept expense 277,000 -- 277,000
Depreciation 200 -- 200 --
------------ ------------ ------------ ------------
Total expenses $ 366,251 $ -- $ 373,197 $ --
------------ ------------ ------------ ------------
Income loss from operations (348,286) -- (355,232) --
Other income (expense) -- -- -- --
Interest expense (net) 10,000 9,713 10,000 29,139
------------ ------------ ------------ ------------
Loss before extraordinary item (358,286) (9,713) (365,232) (29,139)
Extraordinary item - gain on extinguishments
of debt -- -- 424,665 --
------------ ------------ ------------ ------------
Net income (loss) $ (358,286) $ (9,713) $ 59,433 $ (29,139)
============ ============ ============ ============
Earnings per share:
Loss before extraordinary item $ (0.021) $ ( 0.002) $ (0.038) $ ( 0.005)
Net income (loss) $ (0.021) $ ( 0.002) $ 0.006 $ ( 0.005)
Weighted average number of common
shares outstanding 16,898,334 6,207,236 9,784,508 6,207,236
See notes to financial statements.
5
URBAN TELEVISION EETWORK CORPORATION
and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended June 30, 2002 and 2001
(UNAUDITED)
Three months ended June 30 Nine months ended June 30
2002 2001 2002 2001
--------- --------- --------- ---------
Operating activities:
Net income (loss) $(358,286) $ (9,713) $ 59,433 $ (29,139)
Adjustments to reconcile net income (loss) to
cash provided (used) by operating activities:
Depreciation 200 -- 200 --
Allowance for doubtful accounts 277,000 -- 277,000
Net change in assets and liabilities:
Accounts receivable (15,000) -- (15,000) --
Accounts payable (2,150) -- (70,278) --
Accrued interest payable 10,000 9,713 (218,261) 29,139
Accrued expenses -- -- (2,355) --
Advances from shareholder 109,691 -- 109,691 --
Notes payable -- -- (210,348) --
--------- --------- --------- ---------
Net cash provided (used) by operating activities 25,755 -- (59,918) --
--------- --------- --------- ---------
Investing Activities:
Purchase of equipment (5,755) -- (5,755) --
--------- --------- --------- ---------
Financing activities:
Contributed capital -- -- 85,673
--------- --------- --------- ---------
Net increase in cash 20,000 -- 20,000 --
Cash, beginning of period -- -- -- --
--------- --------- --------- ---------
Cash, end of period $ 20,000 $ -- $ 20,000 $ --
========= ========= ========= =========
Supplemental disclosure of cash flow information: Cash paid during the year for:
Interest $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ --
Non-cash transactions:
Acquisition of network affiliate base $ 600,000 $ -- $ 600,000 $ --
Acquisition of notes receivable $ 777,000 $ -- $ 777,000 $ --
Extraordinary item - extinguishment of debt $ -- $ -- $ 424,665 $ --
Cancellation of shares $ -- $ -- 2,700 $ --
See notes to financial statements.
6
URBAN TELEVISION NETWORK CORPORATION
and Subsidiaries
Notes to Financial Statements
June 30, 2002
(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,
2001, which was filed November 30, 2001. 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, 2002 and the results of its operations and
cash flows for the quarter 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, 2002.
2. Significant Accounting Policies
Organization and Business
Urban Television Network Corporation, formerly known as Waste
Converstion Systems, Inc., was incorporated under the laws of the state
of Nevada on October 21, 1986. On June 10, 2002 the company changed its
name to Urban Television Network Corporation. The name change coincided
the company's acquisition of assets from the Urban Television Network
Corporation, a Texas corporation. Urban Television Network Corporation
("UTVN") and its subsidiaries, together, the "Company") are 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.
Principles of Consolidation
The consolidated financial statements include the accounts of Urban
Television Network Corporation and its subsidiaries. All material
intercompany accounts and transactions are eliminated.
Intangible Assets
Network assets are amortized using the straight-line method over the
lesser of their estimated economic useful lives or their legal term of
existence.
7
URBAN TELEVISION NETWORK CORPORATION
and Subsidiaries
Notes to Financial Statements, Continued
June 30, 2002
(UNAUDITED)
Income (Loss) Per Share
Income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding.
Stock options and warrants are anti-dilutive, and accordingly, are not
included in the calculation of income (loss) per share.
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.
Advertising Costs
The Company expenses non-direct advertising costs as incurred. The
Company did not incur any direct response advertising costs for the
fiscal years ended September 30, 2001 and the nine months ended June
30, 2002.
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.
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets of identifiable business
activities for impairment when events or changes in circumstances
indicate, in management's judgment, that the carrying value of such
assets may not be recoverable. The determination of whether an
impairment has occurred is based on management's estimate of
undiscounted future cash flows attributable to the assets as compared
to the carrying value of the assets. If an impairment has occurred, the
amount of the impairment recognized is determined by estimating the
fair value for the assets and recording a provision for loss if the
carrying value is greater than fair value.
The Company's June 30, 2002 financial statements include notes
receivable of $777,000 which are considered impaired. A valuation
reserve of $277,000 has been established at June 30, 2002. The
Company's policy relating to impaired assets is to record interest
income when received.
For assets identified to be disposed of in the future, the carrying
value of these assets is compared to the estimated fair value less the
cost to sell to determine if an impairment is required. Until the
assets are disposed of, an estimate of the fair value is redetermined
when related events or circumstances change.
Recent Accounting Standards
The FASB issued SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities." The Statement
provides guidance for determining whether a transfer of financial
assets should be accounted for as a sale or a secured borrowing, and
whether a liability has been extinguished. The Statement is effective
for recognition and reclassification of collateral and for disclosures
ending after December 15, 2001. The Statement is effective for
transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. The initial application of
SFAS No. 140 will have no impact to the Company's results of operations
and financial position.
8
URBAN TELEVISION NETWORK CORPORATION
and Subsidiaries
Notes to Financial Statements, Continued
June 30, 2002
(UNAUDITED)
2. Significant Accounting Policies (continued)
In June, 2001 the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, "Business
Combinations" and No. 142 "Goodwill and Other Intangible Assets." These
statements prohibit pooling-of-interest accounting for Transactions
initiated after June 30, 2001, require the use of the purchase method
of accounting for all combinations after June 30, 2001, and establish
new standards for accounting for goodwill and other intangibles
acquired in business combinations. The Company does not expect these
pronouncements to have a material affect on its financial statements.
Stock Options
The Company accounts for non-employee stock options under SFAS 123,
whereby option costs are recorded at the fair value of the
consideration received or the fair value of the equity instrument
issued, whichever is more reliable measurement.
3. Extraordinary Item
Extinguishment of Debt
Since Waste Conversion Systems, Inc. ceased operations in 1996, it did
not pay any of its obligations related to previous operations. For
those trade creditors and note holders which did not extend the statute
of limitations on collection of their accounts through legal actions,
the Company has been taking the write off of the payables into income
as the statutory period for collection expires. The extraordinary gains
were $8,880 ($0.00 per share) for fiscal 2001 and $1,562,122($0.25 per
share)for fiscal 2000 and $424,665 ($0.043 per share) for the nine
months ended June 30, 2002.
4. Related Party Transactions
Certain Relationships and Related Transactions
On May 7, 2002, the Company issued 16,000,000 common shares to Urban
Television Network Corporation, a Texas corporation, in exchange for
assets with a net transaction value of $877,000. The consideration
exchanged in Asset Purchase Agreement was negotiated between the
Company and UTVN in a transaction with management. The management of
the Company and UTNV are the same individuals. The transaction does not
represent an arms-length transaction. The transaction was valued at
$877,000 or $0.058 per share. This dollar amount represents the actual
cash invested in the agreements by UTVN and the face value of the three
assigned HTNV promissory notes. The three promissory notes are
currently in payment default and the values should be considered
impaired by virtue of default. No effect was given to the impaired
value of the defaulted promissory notes when determining the purchase
price consideration. A market value for our common shares is difficult
to ascertain because of the limited and illiquid market for the company
shares.
9
URBAN TELEVISION NETWORK CORPORATION
and Subsidiaries
Notes to Financial Statements, Continued
June 30, 2002
(UNAUDITED)
5. Notes Payable
Notes payable at June 30, 2002 consist of:
Note due February 2003 to Hispanic Television
Network for affiliate base $ 500,000
---------
* During fiscal 1993 and 1994 the Company issued $880,000 in
notes, 1,350,000 shares of common stock and warrants to
purchase additional shares of common stock in exchange for
$880,000. All the warrants expired prior to exercise. In
fiscal 2000 the Company wrote off $728,000 of the notes due to
expiration of the statue of limitations. The remaining
$152,108 plus accrued interest was the subject of a judgment
filed against the Company which was settled in December of
2001 for 213,712 shares of its common stock.
** A judgment was entered by the landlord against the Company in
April 1995 in the amount of $214,897, including accrued
interest. The Company settled this judgment in December 2001
for $1,000 plus 10,718 shares of its common stock.
6. Available Carryforwards
The Company has, for income tax purposes, approximately $4,654,000 in
net operating loss carryforwards at June 30, 2002, available to offset
future years' taxable income and expiring in varying amounts through
the year 2015. A deferred tax asset of approximately $2,032,000 has
been offset by a 100% valuation allowance. The annual utilization of
the loss carryforward will be limited under Internal Revenue Code
Section 382 provisions due to the recent stock issuances. The Company
accounts for income taxes pursuant to the Statement of Financial
Accounting Standards No.109.
7. Capital Stock
In February 1993, the Company adopted a stock option plan containing
both incentive stock options and nonqualified stock options. Under the
plan, 1,520,000 shares are reserved for issuance. Effective April 2,
1993, 520,000 nonqualified options were granted to a stockholder
(Nathaniel) expiring in ten years. The rights to these options were
waived in December 2001.
In May 2002, the Company issued 16,000,000 shares to Urban Television
Network Corporation for asset purchase of television base and other
assets.
10
URBAN TELEVISION NETWORK CORPORATION
and Subsidiaries
Notes to Financial Statements, Continued
June 30, 2002
(UNAUDITED)
8. 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 Urban Television Network Corporation authority to
determine the designations, preferences, and relative participating,
optional or other special rights of any preferred stock issued.
No preferred shares had been issued as of June 30, 2002.
9. Going Concern
The Company has suffered recurring losses from operations. 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 the sale of its equity
securities, or debt securities.
11
Item 2. Management's Discussion and Analysis or Plan of Operation.
OPERATIONS: The Company had no revenues for the nine months ended June 30, 2001
and $17,965 for the nine months ended June 30, 2002. The year 2002 revenues are
related to the Company's acquisition of the UATV television network in May of
2002. The operations are still in the growth stages and the Company is dependent
upon management and/or significant shareholders to provide sufficient working
capital. It is the intent of management and/or significant shareholders to
provide sufficient working capital necessary to provide the necessary working
capital. There is no assurance, however, that management and/or significant
shareholders will be able to supply such working capital.
OPERATING RESULTS. The Company had no operations for the nine months ended June
30, 2001 except for an accrual of $29,139 in interest expense on notes payable.
For the nine months ended June 30, 2002 the company had an operating loss of
$75,392 primarily related to the beginning operations of the UATV network
acquired in May of 2002. During the three months ended June 30, 2002, it had an
operating loss of $65,746 which was primarily related to the beginning of
operations of the UATV network acquired in May of 2002 compared to $9,713 in
interest expense for the three months ended June 30, 2001. During the nine
months ended June 30, 2002, the Company had $424,665 of income derived from
$424,665 gain from extinguishment of liabilities. During the nine months ended
June 30, 2001, the Company had a loss of $29,139 attributed to accrued interest
on notes payable.
EARNINGS PER SHARE OF COMMON STOCK. The net income or loss per common share is
based upon the weighted average of outstanding common stock. The net loss per
share of common stock was less than $.01 for the three months ended June 30,
2002 and less than $.01 for the three months ended June, 2001. For the nine
months ended June 30, 2002, the Company had net income per share of $.036 per
share compared to a loss less than $.01 for the nine months ended June 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES. Waste Conversion Systems, Inc., now known as
Urban Television network Corporation, ceased operations in August 1996 and had
no operations until May of 2002.
During the nine months ended June 30, 2002, the Company settled lawsuits,
judgments and liabilities totaling $428,609 for $29,500 and 224,420 shares of
its common stock.
As of June 30, 2002, the Company's assets were $1,433,095, which exceeds
liabilities by $811,253.
Financing activities for the nine months ended June 30, 2002 included
contributed capital of $195,120 from management and/or significant shareholders.
These funds were used to fund operations and settle judgments, lawsuits and pay
accounts payable of the Company.
12
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 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.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
On December 23, 1996, a judgment was entered against the Company in F.G.
Funding, Inc. v. Waste Conversion Systems, Inc. (Sup. Ct. N.Y. Queens County
Index File No. 95-007520) in the amount of $152,000, plus post-judgment
interest. On June 30, 2001, the Company entered into a settlement agreement with
F.G. Funding, Inc. whereby in exchange for the judgment, plus post-judgment
interest. On December 18, 2001, the Company issued and delivered 213,712 shares
of its restricted common stock to F.G. Funding, Inc. The Company has requested a
Sastifaction of Judgement, however, the Plaintiff, to date, has not delivered
one.
During the first week of October 2001, the Company was served as a defendant in
Jules Nordlicht v. Stan Abrams, individually; Waste Conversion Systems, Inc. in
the District Court for the City and County of Denver. Mr. Nordlicht alleges: (1)
that the Company breached a contract by failing market and resell certain
equipment and by failing to keep said equipment insured; and, (2) that the
Company was negligent or careless in causing some or all said equipment to be
shipped to Ireland. Mr. Nordlicht has asserted that he is owed $62,500 and
requests that he be awarded interest as provided by law, costs and any other
relief that the Court deems just and proper. The Company denies that it in any
way acted in breach of the alleged contract or that its actions were in any way
negligent. In addition, the Company believes that the action is subject to
certain valid defenses. During October 2001, the Company entered into an
Assumption of Liability, Indemnification and Hold Harmless Agreement with Stan
Abrams, the Company's former President, whereby Mr. Abrams has agreed, upon the
receipt of $20,000, to: (1) assume and promptly pay, any and all liability with
regard to this litigation, including any costs, expenses, attorney and expert
fees, and travel costs; and (2) indemnify and hold the Company harmless from
paying any and or all claims relating to this litigation. (See Exhibit 10.0
filed with the 10-QSB report for the period ending December 31, 2001)
13
Item 2. Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the third quarter of 2002, the Company offered and sold the
following securities:
On May 7, 2002, the Company issued 16,000,000 common shares to Urban
Television Network Corporation, a Texas corporation, in exchange for assets with
a net transaction value of $877,000.
The shares issued above were issued in a private transaction pursuant
to Section 4(2) of the Securities Act of 1933, as amended, (the "Securities
Act"). These shares are considered restricted securities and may not be publicly
resold unless registered for resale with appropriate governmental agencies or
unless exempt from any applicable registration requirements.
Item 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 the security holders, through the
solicitation of proxies or otherwise, during the second 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: None
(b) Reports on Form 8-K.
On May 8, 2002, the Company filed a Current Report detailing Item 2,
titled, "Acquisition or Disposition of Assets", Item 5 titled, "Other Events and
Regulation FD Disclosure" and Item 7, titled "Financial Statements and
Exhibits".
On June 17, 2002, the Company filed a Current Report on Form 8-K
detailing Item 5 titled, "Other Events and Regulation FD Disclosure" disclosing
a corporate name change.
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 13, 2002
Urban Television Network Corporation
/s/ Randy Moseley /s/ Stanley Woods
------------------ ------------------
By: Randy Moseley By: Stanley Woods
Title: President Title: Secretary