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: August 2, 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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(Registrant's former name and address)
Item 1.01 Entry into a Material Definitive Agreement.
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 15, 2005 and the first each month thereafter until the
total of $6,800,000 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, 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 on
the following basis: (1) two million shares at any time after the Company's
stock bid price on the OTCBB exchange has maintained a $.40 price for 10
consecutive trading days, (2) two million shares at any time after the Company's
stock bid price on the OTCBB exchange has maintained a $.75 price for 10
consecutive trading days, (3) three million shares at any time after the
Company's stock bid price on the OTCBB exchange has maintained a $1.05 price for
10 consecutive trading days, (4) three million shares at any time after the
Company's stock bid price on the OTCBB exchange has maintained a $1.30 price for
10 consecutive trading days, (5) ten million shares at any time after the
Company's stock bid price on the OTCBB exchange has maintained a $4.50 price for
10 consecutive trading days and (6) ten million shares at any time after the
Company's stock bid price on the OTCBB exchange has maintained a $6.00 price for
10 consecutive trading days.
Item 1.02 Termination of a Material Definitive Agreement.
On July 26, 2005, the Board of Directors voted (1) to terminate the
stock subscription agreement with Dove Media Group, Inc. (formerly known as
World One Media Group, Inc.) because of nonpayment of required installment
payments, (2) to 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 the $250,000 that it had paid towards the stock
subscription Agreement and (4) cancel the 5,000,000 that had been authorized for
Dr. Ajibike Akinkoye for services to be rendered to the Company.
Item 3.02 Unregistered Sales of Equity Securities.
See the disclosure made in Item 1.01 above for restricted common stock
to be issued to Miles Investment Group, LLC per a stock subscription agreement.
The above sales of unregistered securities were made pursuant to
Regulation D Rule 506.
Section 5 - Corporate Governance and Management
Item 5.01. Change in Control of Registrant.
The execution of the stock subscription agreement with Miles Investment
Group LLC as described in Item 1.01 above and the termination of the stock
Subscription agreement with Dove Media Group, Inc. (formerly known as World One
Media Group, Inc.) as described in Item 1.02 above changed Company's control
entity from Dove Media Group, Inc. to Miles Investment Group, LLC.
In summary, the Miles Investment Group, LLC acquisition of 69,000,000
million restricted common shares and the cancellation of 70,000,000 restricted
common shares in the name of World One Media Group, Inc. (now known as Dove
Media Group, Inc.) will leave Miles Investment Group, LLC, owning approximately
51.9% of the Company's 132,928,379 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; Election of Directors;
Appointment of Principal Officers
On July 26, 2005, the Board of Directors voted to replace Dr. Ajibike
O. Akinkoye with Jacob R. Miles III as the Chairman of the Board.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Stock Subscription Agreement For Purchase of Stock
10.2 Promissory Note
10.3 Warrant Agreement
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: August 2, 2005
/s/ Randy Moseley
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By: Randy Moseley
Title: Chief Financial Officer