U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 8, 2005 URBAN TELEVISION NETWORK CORPORATION -------------------------------------------------------------------------------- (Exact Name of registrant as specified in its Charter) Nevada 33-58972 22-2800078 -------------------------------------------------------------------------------- (State of Incorporation) Commission File No. (IRS Employer Identification No.) 2707 South Cooper St. Suite 119 Arlington, TX 76015 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, ( 817 ) 303 - 7449 ----------- ------------- --------------- -------------------------------------------------------------------------------- (Registrant's former name and address) Item 3.02 Unregistered Sales of Equity Securities. The Company has made the following sales of unregistered securities that in the aggregate Exceed 1% of outstanding shares: 06/30/05 2,500,000 shares of common stock to management personnel in exchange for services at $0.10 per share. The above sales of unregistered securities were made pursuant to Regulation D Rule 506. 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: July 8, 2005 /s/ Randy Moseley ------------------------------------ By: Randy Moseley Title: Chief Financial Officer