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: September 30, 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)






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Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2005, we entered into a Stock/Commodity Exchange Agreement with
Geotec  Thermal  Generators,  Inc., a Florida  corporation  that  maintains  its
principal  place of  business at 110 East  Atlantic  Avenue,  Suite 200,  Delray
Beach, FL 33444.

The  Company  acquired  two hundred  thousand  tons of mined coal with a minimum
appraisal of $4.6 million in exchange for one hundred thousand  preferred shares
of URBT (the  "Preferred  Shares"  or  "Securities")  with a stated  value,  and
convertible  to $4.6  million  worth of common stock of the Company (the "Common
Shares").

URBT principal and CEO and Miles Investment  Group,  LLC,  President and General
Manager,  Jacob R. Miles,  III,  has advised the Parties  that Miles  Investment
Group,  LLC will be providing URBT with a sufficient  number of Common Shares to
facilitate fulfillment of the conversion obligation of URBT set forth herein.

The proposed use of proceeds  raised from the  Company's  exchange of the Shares
for the coal is for the Company to build URBT's working capital and asset value.

Item 9.01 Financial Statements and Exhibits


(c)      Exhibits

Exhibit No.       Description
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11.1              CONFIDENTIAL PRIVATE STOCK/COMMODITY EXCHANGE 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: October 4, 2005
                                             /s/ Randy Moseley
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                                            By: Randy Moseley
                                            Title: Chief Financial Officer