U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 3, 2005
URBAN TELEVISION NETWORK CORPORATION
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(Exact Name of registrant as specified in its Charter)
Nevada 33-58972 22-2800078
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
2707 South Cooper St. Suite 119 Arlington, TX 76015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 817 ) 303 - 7449
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18505 Highway 377 South, Fort Worth, TX 76126
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(Registrant's former name and address)
Section 2- Financial Information
Item 2.06 - Material Impairment
As disclosed in Item 5.01 below, the Company and Wright Entertainment
LLC (Wright Entertainment) agreed to the cancellation of 4,000,000 shares of
common stock that had been issued in Wright Entertainment's name and were to be
vested when Wright Entertainment completed the payment for its stock
subscription agreement. The Company recorded the value of the shares
($2,000,000) at the time of issuance as prepaid management services in the other
asset section of its balance sheet. On December 23, 2004 when the subscription
agreement was completed between the Company and World One Media Group, Inc., the
Company determined that the prepaid management services assets would not be
realized and would be removed from the Company's balance sheet in the first
quarter ending December 31, 2004 as part of the termination of the Company's
transactions with Wright Entertainment.
Section 5 - Corporate Governance and Management
Item 5.01. Change in Control of Registrant.
On December 13, 2004, we entered into a definitive agreement with World
One Media Group, Inc., (World One) a Nevada corporation and Wright Entertainment
LLC (Wright Entertainment). The terms of 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 will be issued warrants for 80,000,000 shares of common
stock that can be exercised for $.01 per share at any time after the Company's
stock price has maintained a $10 bid price for 20 consecutive trading days. The
total warrants exercisable will be subject the available authorized and unissued
shares of the Company at the time of exercise.
As part of the definitive agreement, Wright Entertainment, which had
previously entered into a stock subscription agreement for 14,000,000 shares,
agreed to the termination and cancellation of that agreement with the Company
and further agreed to the termination and cancellation of 4,000,000 shares that
had been issued in Wright Entertainment's name and were to be vested when Wright
Entertainment completed the payment for its subscription agreement. The terms of
the definitive agreement also set forth that the Company will pay Wright
Entertainment, owned by Lonnie G. Wright, $300,000 ($60,000 at the signing and
$15,000 per month for sixteen months beginning January 15, 2005) and issue
Wright Entertainment 1,000,000 shares of the Company's restricted common stock.
In summary, the World One Media Group, Inc. acquisition of 70,000,000
Million common shares and the cancellation of 18,000,000 common shares in the
name of Wright Entertainment will leave World One owning approximately 55.1% of
the Company's 127,063,384 outstanding shares. These shares issued above were
issued in a private transactions pursuant to Section 4(1) and 4(2) of the
Securities Act of 1933, as amended. These shares are considered restricted
securities and may not be publicly resold unless registered for resale with
appropriate governmental agencies or unless exempt from any applicable
registration requirements.
Item 5.02 Departure of Directors or Principal Officers
(a) On December 14, 2004, we accepted the resignation of Lonnie G.
Wright as an officer and member of our Board of Directors, to be effective on
December 14, 2004. Mr. Wright's resignation was not the result of any
disagreement between us and him. Rather, Mr. Wright's voluntarily resigned in
conjunction with the Company's entering into a definitive agreement with World
One Media Group, Inc.'s purchase of controlling interest in the Company.
(b) On December 28, 2004, the Company's Board of Directors elected Dr.
Ajibike Olukunle Akinkoye as a member of the Board of Directors and Chief
Executive Officer of the Company. Dr. Akinkoye was called into the Ministry and
ordained an Assistant Pastor by the General Overseer of the Redeemed Christian
Church of God, Pastor Enoch Adejare Adeboye, in 1992. Born in into an Anglican
family in Nigeria on June 2, 1949, Dr. Akinkoye attended a Catholic institution
for his high school education, and received Jesus as his personal Lord and
Savior in 1984. Among other activities, he became one of the pioneers of the
Video (and later, Television) Ministry of the Church. He was ordained a full
Pastor in 1995 at the first ordination ceremony of the church in the United
States of America.
It was right in the middle of his business enterprises that Dr.
Akinkoye was called to the Ministry, and he has not looked back since. He
attended the Redeemed Christian Bible College in 1994 and successfully completed
the Advanced Course. He was appointed the Pastor of the one-month old parish of
the Redeemed Christian Church of God, Dallas, in November 1994. The Church has
grown to become sixteen parishes as at the time of writing (November 2004) and
he has planted churches in other cities in the US. He was also appointed the
Protocol and Information Coordinator for the Redeemed Christian Church of God,
North America, Inc. In the Year 2001, having completed the Biblical Counseling
courses of the American Association of Christian Counselors he was among the
first class to graduate in its first ever commencement exercise. He was sworn in
as an American citizen on Saturday, June 21, 2002.
As Dr. Akinkoye began to work on the television project of RCCG in
2002, he registered the church as an affiliate of Dallas Community Television.
He successfully completed training in Production, Directing, Editing, Truck
(Outside Broadcast Van), Portables, Studio, Lighting, etc.
Prior to his ordination he had successfully reached a respected height
in his chosen and varied careers. Having studied French, English and German for
his first degree and obtained a First Class (Honors) in French as major and
German as subsidiary, he had been awarded a scholarship by the University of
Ibadan, Nigeria, to study for a Master's and a Doctorate degree in France. For
the Master's degree, he wrote his dissertation on the Sociology of Literature
and Comparative Literature (French and English). He also took specialized
courses in Psychology, Philosophy, and Communication Arts under the renowned
Professor Robert Escarpit. As he proceeded to study for the PhD he was awarded
an equivalent of the M.A. in French by the University of Pennsylvania while
doing part of his field work in Philadelphia, PA. in 1974 -75. He later obtained
the "Doctorate" from the University of Bordeaux. His doctoral thesis on French
and English writers of the Black Diaspora was received and registered at the
University of Paris.
Immediately Dr. Akinkoye completed his doctoral work in 1975 the
University of Ibadan employed him as a Lecturer, and he served the Nigerian
premier institution in growing capacities for seven years. After that he decided
to go into (education- elated) business. He is himself an author. He started
with printing and publishing, and later teamed up with some members of his
family to build a viable group of companies dealing extensively with major
international corporations. Through one of the companies he successfully
designed and executed a World Bank financed project for the government of the
Federal Republic of Nigeria. Simultaneously, he made his knowledge of French,
German and English available to Nigerian and foreign businesses and individuals
who desired to do business with one another but were hampered by language or
inadequate profiling.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Urban Television Network Corporation
Dated: January 3, 2005
/s/ Randy Moseley
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By: Randy Moseley
Title: Chief Financial Officer