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 March 31, 2006


     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934


                 For the transition period from         to
                                                -------   --------

                         Commission file number 33-58972
                                                ---------


                      URBAN TELEVISION NETWORK CORPORATION
       -------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


        NEVADA                                             22-2800078
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)



                2707 South Cooper, Suite 119, Arlington, TX 76015
         -------------------------------------------- -----------------
               (Address of principal executive offices) (Zip Code)



                  Issuer's telephone number,   ( 817 )     303   -   7449
                                             ----------- --------  --------

     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 only 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:


     144,557,277 shares of common stock, $0.0001 par value, as of March 31, 2006
     ---------------------------------------------------------------------------

     Transitional Small Business Disclosure Format
     (Check One)      Yes    No X
                         ---   ---







PART I.  FINANCIAL INFORMATION





Item 1.   Financial Statements.................................................3
          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.......................................................19



Item 3.  Controls and Procedures..............................................29




PART II. OTHER INFORMATION



Item 1.   Legal Proceedings...................................................30



Item 2.   Changes in Securities and Use of Proceeds...........................30



Item 3.   Defaults upon Senior Securities.....................................31



Item 4.   Submission of Matters to a Vote
          of Security Holders.................................................31



Item 5.   Other Information...................................................31



Item 6.   Exhibits and Reports on Form 8-K....................................31






Signatures....................................................................31







                         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
six months ended March 31, 2006 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 six months ended March 31, 2006, follow.


















                                       3




                          PART I - FINANCIAL STATEMENTS

                      URBAN TELEVISION NETWORK CORPORATION

                           Consolidated Balance Sheet

                                                                            March 31,      September 30,
                                                                               2006             2005
                                                                           (Unaudited)       (Audited)
                                                                          -------------    -------------
                                                                                     
                                     Assets
Currents assets
  Cash and cash equivalents                                               $       3,353    $      40,369
  Accounts receivable                                                             8,765           11,572
                                                                          -------------    -------------
             Total current assets                                                12,118           51,941
                                                                          -------------    -------------
Furniture, fixtures and equipment, net                                           68,822           97,520
                                                                          -------------    -------------

Other assets
   Coal reserves                                                              4,600,000        4,600,000
   Network assets, net                                                           50,562           63,082
   Deposits                                                                        --              3,600
  Organizational costs                                                              360              360
                                                                          -------------    -------------
             Total other assets                                               4,650,922    $   4,667,042
                                                                          -------------    -------------
             Total assets                                                 $   4,731,862    $   4,816,503
                                                                          -------------    -------------


                      Liabilities and stockholders' equity

Current liabilities
  Accounts payable                                                        $     561,857    $     403,192
  Due to stockholders                                                           112,908          151,015
  Notes payable to stockholders                                                 429,005          337,367
  Notes payable to vendor                                                        63,511             --
  Advances                                                                      665,000          665,000
  Accrued compensation                                                          531,575          341,760
  Accrued interest payable                                                        8,135            4,565
                                                                          -------------    -------------
             Total current liabilities                                        2,371,991        1,902,899


Stockholders' equity
  Preferred stock, $1 par value, 500,000 shares authorized, none issued
    100,000 outstanding at March 31, 2006 and September 30, 2005                100,000          100,000
  Common stock, $0.0001 par value, 200,000,000 shares authorized;
    144,557,277 and 135,461,277 outstanding at March 31, 2006 and
    September 30, 2005, respectively                                             14,456           13,546
  Additional paid-in capital                                                 28,264,061       27,922,051
  Stock subscriptions receivable                                             (6,650,500)      (6,690,000)
  Retained earnings (deficit)                                               (19,368,146)     (18,431,993)
                                                                          -------------    -------------
             Total stockholders' equity                                       2,359,871        2,913,604
                                                                          -------------    -------------

Total liabilities and stockholders' equity                                $   4,731,862    $   4,816,503
                                                                          -------------    -------------




                       See notes to financial statements.

                                        4







                      URBAN TELEVISION NETWORK CORPORATION

                      Consolidated Statement of Operations
                For the six months ended March 31, 2006 and 2005

                                   (UNAUDITED)


                                     Three months ended March 31,       Six months ended March 31,
                                         2006             2005             2006             2005
                                    -------------    -------------    -------------    -------------
                                                                           

Revenues                            $      26,992    $      70,117    $      60,027    $     170,133
                                    -------------    -------------    -------------    -------------

Expenses:

  Satellite and uplink services            96,003           80,109          198,902          160,218
  Master control and production            47,279           64,334           85,314          119,734
  Station operating costs                    --             94,909             --            184,024
  Affiliate Relations                       4,160            8,400           31,548           15,200
  Programming                               4,684           27,782           19,622           48,782
  Technology expenses                      53,784           38,055           96,914           94,035
  Administration                          356,121        1,034,129          509,359        1,633,528
  Depreciation and amortization            20,609           22,938           41,218           45,875
                                    -------------    -------------    -------------    -------------
Total expenses                            582,640        1,370,656          982,877        2,301,396
                                    -------------    -------------    -------------    -------------
Income (loss) from operations            (555,648)      (1,300,539)        (922,850)      (2,131,263)

Other (income) expense
  Interest income                            --               --               --                  3
  Interest (expense)                       (8,767)          (6,007)         (13,303)         (12,014)
                                    -------------    -------------    -------------    -------------

Net loss                            $    (564,415)   $  (1,306,546)   $    (936,153)   $  (2,143,274)
                                    -------------    -------------    -------------    -------------


Earnings per share:
   Net (loss)                       $        (.01)   $       (0.01)   $       (0.01)   $       (0.02)

Weighted average number of common
  shares outstanding                  137,121,277      101,170,716      137,121,277      101,170,716






                       See notes to financial statements.

                                        5




                      URBAN TELEVISION NETWORK CORPORATION

                      Consolidated Statement of Cash Flows
                For the six months ended March 31, 2006 and 2005
                                   (UNAUDITED)

                                                    Three months ended March 31,     Six months ended March 31,
                                                        2006            2005            2006            2005
                                                    ------------    ------------    ------------    ------------
                                                                                        
Operating Activities
Net (loss)                                          $   (564,415)   $ (1,306,546)   $   (936,153)   $ (2,143,274)
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                         20,609          22,938          41,218          45,875
    Common stock issued for services                     172,920         578,000         182,920         872,000
Changes in operating assets and liabilities:
  Accounts receivable                                        497          (3,820)          2,807           7,095
  Prepaid expense                                          3,600          (3,600)          3,600          (3,600)
  Accounts payable                                       118,953         (12,037)        158,665          14,452
  Advances                                                  --           265,000            --           265,000
  Accrued interest expense                                 7,322           1,007           3,570          (1,986)
  Accrued compensation                                   106,250          55,000         189,815          81,000
  Deferred revenue                                          --           (24,750)           --           (49,500)
                                                    ------------    ------------    ------------    ------------

Net cash provided by operating activities               (134,264)       (428,808)       (353,558)       (912,938)
                                                    ------------    ------------    ------------    ------------
Investing Activities

 Capital expenditures                                       --            (1,666)           --            (1,666)
                                                    ------------    ------------    ------------    ------------
Net cash (used in) investing activities                     --            (1,666)           --            (1,666)
                                                    ------------    ------------    ------------    ------------

Financing Activities
Proceeds from common stock sales                            --              --              --           100,000
Proceeds from bridge loans                                  --              --              --           508,541
Proceeds from loans and notes payable                    150,753         240,000         300,764         240,000
Payments on loans and notes payable                      (14,722)        (45,000)        (23,722)        (47,000)
Collection on subscription receivable                       --           300,000          39,500         300,000
                                                    ------------    ------------    ------------    ------------

Net cash provided by financing activities                136,031         495,000         316,542       1,101,541
                                                    ------------    ------------    ------------    ------------


Increase (decrease) in cash                                1,767          64,526         (37,016)        186,937

Cash at beginning of period                                1,586         131,406          40,369           8,995
                                                    ------------    ------------    ------------    ------------
Cash at end of period                               $      3,353    $    195,932    $      3,353    $    195,932
                                                    ------------    ------------    ------------    ------------



Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                        $      1,445    $      5,000    $      6,953    $     14,000
    Income taxes                                    $       --      $       --      $       --      $       --
  Non-cash transactions:
    Common stock issued for services                $    172,920    $    578,000    $    182,920    $    872,000
    Common stock issued for note conversions        $     85,000    $       --      $    160,000    $       --




                       See notes to financial statements.

                                        6



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (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, 2005,  which was filed January 13,
     2006.  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 March 31, 2006 and the results
     of its Operations  and cash flows for the six months 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 March 31, 2006.

2.   Significant Accounting Policies

     Description of Business

     Urban  Television  Network  Corporation  (the "Company")  formerly known as
     Waste Conversion Systems, Inc. was incorporated under the laws of the state
     of Nevada on October 21, 1986. The principal  office of the  corporation is
     2707 South Cooper, Suite 119, Arlington, Texas 76015.

     In January  2002,  the Company  underwent a change of control in connection
     With  Urban   Television   Network   Corporation,   a  Texas   corporation,
     (Urban-Texas) Agreeing to deposit $100,000 into an attorneys escrow account
     in return for receiving a balance sheet with no assets and no  liabilities.
     The directors of the Company appointed Urban-Texas officers as new officers
     of the Company,  and at the same time  resigned  their board  positions and
     appointed  the  directors  of  Urban-Texas  as the  Company's  new board of
     directors.  Urban-Texas  agreed to deposit  300,000 shares of the Company's
     common stock into the attorney's escrow account after the completion of the
     Stock Exchange Agreement described below, dated February 7, 2003.

     On May 1, 2002, the Company  entered into an agreement with  Urban-Texas to
     acquire the rights to the Urban-Texas  affiliate network signal space which
     included the assignment of the  Urban-Texas  broadcast  television  station
     affiliates  for  16,000,0000  shares of common stock,  which became 800,000
     after a 1 for 20 reverse stock split.

     On February 7, 2003, the Company  entered into a Stock  Exchange  Agreement
     with the majority  shareholders  of  Urban-Texas.  Among other things,  the
     Agreement  provided for the Company's  purchase of approximately 90% of the
     issued  and  outstanding  capital  stock  of  Urban-Texas   (13,248,000  of
     14,759,000  shares) in exchange for the  Company's  issuance of  13,248,000
     shares of its authorized but unissued  common stock,  $.0001 par value (the
     "Exchange Shares"), to the majority shareholders of Urban-Texas. In June of
     2003, the remaining 10% of Urban-Texas  common stock was contributed to the
     Company.

     Urban-Texas  is considered the accounting  acquirer,  and the  accompanying
     financial  statements  include  the  operations  of  Urban-Texas  from  the
     earliest  period  presented.  The  Company  operated  from  May 1,  2002 to
     February 7, 2003 as a 71% subsidiary of Urban-Texas,  a predecessor  entity
     to the existing business. The May 1, 2002 and February 7, 2003 transactions
     with the Company are presented as a recapitalization of Urban-Texas.

     The Company is authorized to issue  200,000,000  shares of $.0001 par value
     stock and 500,000 shares of $1.00 par value preferred stock.


                                        7



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     The  Company  is  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.

     On September 30, 2005,  the Company  entered into an agreement  with GeoTec
     Thermal Generators,  Inc. to acquire 200,000 tons of mined coal in exchange
     for 100,000  shares of Preferred  Stock,  which may be  converted  into the
     Company's  Common  Stock,  at the sole  discretion  of the  GeoTec  Thermal
     Generators,  Inc., at any time in an amount equal to the purchase  price at
     the stock bid price of $.10 on September 30, 2005.

     The Company is  actively  pursuing  the sale of the mined coal  reserves to
     utility companies and other companies that use coal as an alternative fuel.
     Also the coal reserves have related  federal  income tax credits  resulting
     from the Super Fund established by The Federal  Government that can be sold
     to other  companies and the Company is actively  pursuing  buyers for these
     tax credits.

     Accounting Method

     The Company records income and expenses on the accrual method.

     Revenue Recognition

     The Company's sources of revenues includes sale of short-form  national and
     local spot advertising  long-form  program time slots. The Company's policy
     is to recognize the revenue associated with these sources of revenue at the
     time that it inserts the short-form advertising spots or airs the long-form
     program at the network or local level.

     Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its subsidiary. All material intercompany accounts and transactions are
     eliminated.  The Company owns 100% of Urban Television Network Corporation,
     a Texas  corporation,  Urban Records,  Inc., a Nevada corporation and Waste
     Conversion Systems Of Virginia, Inc.

     Coal Reserves

     The Coal reserves owned by the Company are recorded at lower of cost or net
     Realizable  value. Net realizable value is the estimated price at which the
     coal reserves can be sold in the normal course of business  after  allowing
     for the cost of processing and sale.  Such cost will be  depreciated  using
     the units-of-production method as the coal reserves are sold.

     Non Goodwill Intangible Assets

     Intangible assets other than goodwill consist of network assets acquired by
     purchase. They are being amortized over their expected lives of 5 years and
     are reviewed for  potential  impairment  whenever  events or  circumstances
     indicate that carrying  amounts may not be recoverable.  No impairment loss
     was  recognized  during the  reporting  periods.  On  January 1, 2002,  the
     Company  adopted  Statement  of  Financial  Accounting  Standards  No. 142,
     Goodwill and Intangible Assets. This provides that a recognized  intangible
     shall be amortized over its useful life to the reporting entity unless that
     life is determined to be indefinite.  The amount of an intangible  asset to
     be amortized shall be the amount initially  assigned to that asset less any
     residual value.

     Issuance of Common Stock

     The issuance of common stock for other than cash is recorded by the Company
     at  management's  estimate  of the fair  value of the  assets  acquired  or
     services rendered.


                                        8



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     Income (Loss) Per Share

     Income (loss) per common share is calculated in accordance  with  Statement
     of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per Share".
     Basic Income  (loss) per share is computed by dividing net income (loss) by
     the  weighted  average  number of common  shares  outstanding.  Diluted net
     income (loss) per share is computed  similar to basic net income (loss) per
     share,  except that the  denominator  is increased to include the number of
     additional  common shares that would have been outstanding if the potential
     common  shares had been  issued and if the  additional  common  shares were
     dilutive.  Stock options and warrants are  anti-dilutive,  and accordingly,
     are not included in the calculation of income (loss) per share.

     Comprehensive Income

     Comprehensive  income  (loss)  and net  income  (loss) are the same for the
     Company.

     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.

     Concentration of Credit Risk

     The Company  maintains  cash in excess of  federally  insured  limits.  The
     amount in excess at March 31, 2006 was $0.

     Advertising Costs

     The Company expenses non-direct  advertising costs as incurred. The Company
     did not incur any  direct  response  advertising  costs for the six  months
     ended March 31, 2006 and 2005.

     Stock Based Compensation

     The  Company  accounts  for  equity  instruments  issued to  employees  for
     services  based on the fair  value of the  equity  instruments  issued  and
     accounts for equity instruments issued to other than employees based on the
     fair value of the  consideration  received  or the fair value of the equity
     instruments, whichever is more reliably measurable. The determined value is
     recognized  as an expense in the  accompanying  consolidated  statements of
     operations.

     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.

     Recent Accounting Standards

     In December 2004,  the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
     Assets - an amendment of APB Opinion No. 29." This Statement eliminates the
     exception  for  nonmonetary  exchanges  of  similar  productive  assets and
     replaces it with a general  exception for exchanges of  nonmonetary  assets
     that  do  not  have  commercial  substance.   A  nonmonetary  exchange  has
     commercial substance if the future cash flows of the entity are expected to
     change  significantly  as a  result  of the  exchange.  This  Statement  is
     effective  for  nonmonetary  asset  exchanges  occurring in fiscal  periods
     beginning  after June 15, 2005. The Company does not expect  application of
     SFAS No. 153 to have a material affect on its financial statements.



                                        9



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     In December 2004, the FASB issued a revision to SFAS No. 123,  "Share-Based
     Payment." This Statement  supercedes  APB Opinion No. 25,  "Accounting  for
     Stock Issued to  Employees"  and its related  implementation  guidance.  It
     establishes  standards  for the  accounting  for  transactions  in which an
     entity  exchanges  its equity  instruments  for goods or services.  It also
     addresses  transactions  in which an entity incurs  liabilities in exchange
     for  goods or  services  that are based on the fair  value of the  entity's
     equity  instruments  or that may be settled by the issuance of those equity
     instruments.  This Statement  does not change the  accounting  guidance for
     share-based payment transactions with parties other than employees provided
     in Statement  No. 123 as originally  issued and EITF Issue No. 96-18.  This
     Statement  is effective  for public  entities  that file as small  business
     issuers as of the  beginning of the first  fiscal  period that begins after
     December 15, 2005.

     In May 2005,  the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of Financial  Accounting  Standard ("SFAS") No. 154,  "Accounting
     Changes and Error  Corrections."  SFAS 154 changes the requirements for the
     accounting  for  and  reporting  of  a  change  in  accounting   principle,
     requiring,  in  general,   retrospective   application  to  prior  periods'
     financial  statements of changes in accounting  principle.  The Company has
     adopted the  provisions of SFAS No. 154 which are effective for  accounting
     changes and  corrections of errors  beginning  after December 15, 2005. The
     adoption did not have a material effect on the results of operations of the
     Company.

     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, in accordance with EITF 96-18 "Accounting for Equity"
     instruments  that are issued to other than  employees  for  acquiring or in
     conjunction with selling goods or services.

     Reclassification of Prior Year Amounts

     Certain prior year amounts have been  reclassified  to conform with current
     year presentation.


3.   Accounts receivable

     Accounts  receivable  consists  of normal  trade  receivables.  The Company
     assesses the collectibility of its accounts receivable regularly.  Based on
     this assessment,  an allowance for doubtful accounts is recorded.  At March
     31, 2006, an allowance for doubtful accounts was not considered necessary.

4.   Network Assets - Amortization

     Network assets consist of intangibles other than Goodwill. These assets are
     recorded  at cost and  consist of amounts  paid to acquire  the  television
     network affiliate base from Hispanic  Television  Network,  plus technology
     consulting  directly  related to setting up the  affiliate  network.  These
     assets  automatically  renew every year unless either party  terminates the
     agreement by such  notification  to the other party.  A useful life of five
     (5) years is estimated for the assets. These agreements are not expected to
     be  terminated  by either  party  prior to its useful  life  period.  Total
     amortization of these assets has been $138,806 and the amortization for the
     six  months  ended  March  31,  2006  and  2005 was  $12,520  and  $19,563,
     respectively.

     Future amortization of the Network assets at March 31, 2006 will be $50,562
     and on an annual basis be as follows:

                Year ended September 30, 2006              $12,520
                Year ended September 30, 2007              $25,040
                Year ended September 30, 2008              $13,002



                                        10





                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


5.   Coal Reserves

     By agreement dated September 30, 2005 with GeoTec Thermal Generators, Inc.,
     the Company  acquired  200,000  tons of mined coal in exchange  for 100,000
     shares of preferred Stock, which may be converted into the Company's common
     stock,  at the sole discretion of the GeoTec Thermal  Generators,  Inc., at
     any time in an amount equal to the purchase  price,  which based on the bid
     price of $.10 price on September 30, 2005, was valued at $4,600,000. GeoTec
     Thermal  Generators,  Inc. has other coal in other  locations in the United
     States and the  agreement  allows the Company to  substitute  coal in these
     other  locations,  which the  Company  may  exercise  this  right if it for
     example would expedite the delivery process.

6.   Property, Plant and Equipment

     Furniture,  fixtures and  equipment,  their  estimated  useful  lives,  and
     related accumulated depreciation are summarized as follows:

                                         Range of
                                         Lives in       March 31,     September 30,
                                          Years           2006             2005
                                        ---------    -------------    -------------
                                                             
      Master Control, Editing Equipment       3-5    $      84,074    $      84,074
      Studio and Production Equipment         3-5           60,500           60,500
      Production Van                            5           45,000           45,000
      Affiliated Receiver Equipment             5           20,247           20,247
                                                     -------------    -------------
                                                           209,821          209,821
      Less: Accumulated Depreciation                      (140,999)        (112,301)
                                                     -------------    -------------
                                                     $      68,822    $      97,520
                                                     =============    =============


     The Company  acquired  equipment  totaling  $-0- and $1,666  during the six
     months  ended March 31,  2006 and 2005,  respectively.  Total  depreciation
     expense  for the six months  ended  March 31, 2006 and 2005 was $28,698 and
     $26,312, respectively.

7    Related Party Transactions

     In May 2002,  the Company  issued  16,000,000  (800,000  after the 1 for 20
     Reverse)  shares  to  Urban  Television   Network   Corporation,   a  Texas
     corporation for asset purchase of network assets - See footnote 1.

     The Company leased office space from one its  shareholders and director for
     $2,000 per month.  The total rental  expense for the years ended  September
     30, 2004 and 2003 was $24,000 and $14,000, respectively.

     In year 2003,  the Company  began using the services of a company  owned by
     shareholders,  one being a  director  of the  Company,  that  provides  the
     Company with the equipment and master control services to put the Company's
     programming  on the satellite  for the broadcast  affiliates to receive and
     rebroadcast to their local markets.  During the periods ended September 30,
     2004 and 2003,  the total expense paid out for these  services was $430,367
     and $345,081, respectively.

     The Company uses the services of a company owned by shareholders to provide
     it with technology  services  including  Internet and affiliate  relations.
     During the six months ended March 31, 2006 and 2005, the total expense paid
     out for these services was $96,914 and $84,285, respectively.

     During the period ended  September  2003, the Company  executed an interest
     bearing note with a  shareholder.  The principal  borrowed of $168,765 plus
     accrued interest of $29,750 were converted to a non-interest payable to the
     shareholder.  As  discussed  below,  the  shareholder  agreed to reduce the
     Company  payable by $198,515 to apply  towards the purchase of common stock
     by Wright  Entertainment LLC during the period ended September 30, 2004. In
     December  2004,  this  payable  was  reinstated  in  conjunction  with  the
     termination of the Wright Entertainment LLC subscription  agreement and the
     execution  of the  World  One  Media  Group,  Inc.  subscription  Agreement
     discussed later in this Note 7. This note was converted to 1,000,000 shares
     of common stock in February of 2005.


                                       11


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


7    Related Party Transactions - continued

     The Company  executed an interest  bearing note with a  shareholder  of the
     Company  during  the  period  ended  September  30,  2003 to pay  operating
     expenses.  During the period ended  September  30, 2003 the amounts  loaned
     totaled  $132,200.  During the period ended September 30, 2004, the Company
     repaid  $130,000 and the remaining  $2,200 was repaid during the year ended
     September 30, 2005.

     The Company  executed an interest  bearing note with a  shareholder  of the
     Company during the year ended September 30, 2004 to pay operating expenses.
     During  the year  ended  September  30,  2004 the  amounts  loaned  totaled
     $400,000.  In  September  2005,  $228,290  of this  note was  converted  to
     2,282,900  shares  of  common  stock by the  noteholder  and the  remaining
     balance of $171,710 was extended to March 31, 2006 and the balance at March
     31,  2006 had  increased  to  $191,005.  See Note 8  disclosure  of  terms,
     interest rate and conversion privileges.

     On October 30, 2003, the Company completed a stock  subscription  agreement
     with Wright Entertainment,  LLC, a Nevada limited liability company,  whose
     owner  and  managing  director  is  Lonnie G.  Wright,  Chairman  and Chief
     Executive Officer of the Company.  Wright  Entertainment,  LLC entered into
     the stock subscription  agreement for Fourteen Million  (14,000,000) common
     shares for Seven  Million  ($7,000,000)  Dollars or Fifty ($0.50) Cents per
     share.  The stock sale was  structured as an  installment  stock sale.  The
     terms of the stock  sale are as  follows:  $500,000  down,  the  $6,500,000
     balance  payable  on a  promissory  note  at  $875,000  Dollars  quarterly,
     including 6% interest on the declining balance. A portion ($200,000) of the
     $500,000  down  payment  was  satisfied  by one of  the  Company's  lenders
     forgiving  $198,515  of  advances  due the  lender  and  $1,485 of  accrued
     interest  on a note  payable  to the  lender.  As  part  of the  definitive
     agreement,  between the  Company,  Wright  Entertainment  LLC and World One
     Media Group, Inc.  discussed in the next paragraph this stock  subscription
     agreement for 14,000,000  shares was termination  and the 4,000,000  shares
     that had been issued to Wright  Entertainment LLC's for management services
     and to be vested upon Wright  Entertainment LLC's completed the payment for
     its subscription  agreement were cancelled.  The definitive agreement calls
     for the Company to pay Wright Entertainment LLC, 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  LLC 1,000,000
     shares of the Company's restricted common stock.

     On December 13, 2004, we entered into a definitive agreement with World One
     Media Group, Inc., a Nevada  corporation.  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 were pledged as collateral for the promissory  note and were
     physically  held by the Company.  Additionally,  World One was to be issued
     warrants  for  30,000,000  (reduced by mutual  agreement  from the original
     80,000,000  warrants) shares of common stock that were exercisable for $.01
     per share at any time after the Company's stock price  maintained a $10 bid
     price for 20 consecutive trading days.

     On July 26, 2005,  the Board of Directors  voted to (1) terminate the stock
     subscription agreement with Dove Media Group, Inc. (formerly known as World
     One  Media  Group,  Inc.) due to its  nonpayment  of  required  installment
     payments,  (2) cancel the 70,000,000  shares issued and held by the Company
     as  security  on  the  stock  subscription  agreement  and  the  30,000,000
     warrants,  (3)  reissue  2,500,000  shares to Dove Media  Group,  Inc.  for
     $250,000  that it paid  towards the stock  subscription  Agreement  and (4)
     cancel  the  5,000,000  shares  that had been  authorized  for Dr.  Ajibike
     Akinkoye for services to be rendered.




                                       12



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


7    Related Party Transactions - continued

     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 1, 2005 and the first each month
     thereafter until the total of $6,800,000 has been paid in full. The Company
     has deferred  payments on the stock  subscription  agreement until June 30,
     2006, in  consideration  for Miles  Investment  Group LLC bringing the coal
     reserves deal to the Company.  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) three  million  shares at any time
     after the Company's  stock bid price on the OTCBB exchange has maintained a
     $1.50 price for 10  consecutive  trading days,  (2) seven million shares at
     any time  after the  Company's  stock bid price on the OTCBB  exchange  has
     maintained a $3.00 price for 10  consecutive  trading  days,(3) ten million
     shares  at any time  after  the  Company's  stock  bid  price on the  OTCBB
     exchange has maintained a $5.00 price for 10  consecutive  trading days and
     (4) 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.

8.   Notes Payable and Advances
                                                      March 31,    September 30,
                                                        2006            2005
                                                   -------------   -------------
     Notes payable to stockholders at 6%
        interest payable on September 30, 2004     $        --     $         657
     Note payable to stockholder at 6%
        interest payable March 31, 2006 (1)              191,005         171,710
     Note payable to stockholders at 6%
        due upon sale of coal reserves                   148,000            --
     Note payable to stockholder at no
        interest payable $15,000 per month,
        on 15th of month, final payment
        due April 15, 2006 (2)                            90,000         165,000
     Note payable to vendor at 12% interest
        payable on April 30, 2006 (3)                     63,511            --
     Advances from shareholders (4)                      112,908         151,015
     Advances from a non-related party that
        is currently being claimed by Receiver (5)       665,000         665,000
                                                   -------------   -------------
                                                   $   1,270,424   $   1,153,382


     (1) The  holders of the March  2006 note and vendor  note have a UCC-1 lien
     against the Company's assets.  The March 2006 note originally due on August
     31, 2005 was extended by the noteholder to March 31, 2006 in  consideration
     for the Company  issuing the  noteholder  200,000  shares of common  stock,
     which the  Company  valued at $20,000  and the  conversion  ratio from five
     shares to ten shares of common  stock for each  dollar of loan  amount plus
     accrued  interest  through the date of  conversion.  The noteholder and the
     Company have agreed to come to terms on an extension of this note.

     (2) The holder of the $165,000 note  converted  $75,000 of the note balance
     into 750,000 shares of the Company's common stock in October 2005.

     (3) Westar  Satellite  Services was granted 100,000 warrants at an exercise
     price $0.12 per share for a period of three years from November 7, 2005.

     (4) The  advances  from  shareholders  are due on  demand  and do not  bear
     interest.

     (5) See Note 12 - Commitments  and  Contingencies  for a discussion of this
     liability.



                                       13



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)

9.   Income Tax

     The Company  accounts for income taxes under the provisions of Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". This
     standard   requires,   among  other  things,   recognition  of  future  tax
     consequences,  measured  by enacted tax rates  attributable  to taxable and
     deductible temporary differences between financial statement and income tax
     bases of assets and liabilities. Valuation allowances are established, when
     necessary,  to reduce  deferred  tax  assets to the amount  expected  to be
     realized.  Income  tax  expense is the tax  payable  for the period and the
     change during the period in the deferred tax asset and liability.


     Temporary  differences between the financial statement carrying amounts and
     tax  basis of  assets  and  liabilities  did not give  rise to  significant
     portions of deferred taxes at March 31, 2006 and 2005.

     The (provision) benefit for income tax consist of the following:

                                March 31,          September 30,
                                  2006                  2005
                             -------------         -------------
                Current      $           0         $           0
                Deferred                 0                     0
                             -------------         -------------
                             $           0         $           0
                             =============         =============

     The Company's utilization of any tax loss carryforward available to it will
     be  significantly  limited under Internal  Revenue Code Section 382, if not
     totally, by recent stock issuances and changes in control.  The Company has
     established  a 100%  valuation  allowance  until such time as it is decided
     that any tax loss  carryforwards  might be  available  to it.  The  Company
     accounts for income taxes pursuant to the Statement of Financial Accounting
     Standards  No.109.  The  Company  has no  current  or  Deferred  income tax
     component.  For the year ended September 30, 2005, the Valuation  Allowance
     increased by approximately $425,000.  During the six months ended March 31,
     2006, the Valuation Allowance increased by approximately $900,000.

10.  Capital Stock

     The Company has  authorized  200,000,000  common shares with a par value of
     $0.0001 per share.  Each common share  entitles the holder to one vote,  in
     person or proxy,  on any matter on which action of the  stockholders of the
     corporation is sought.

     The  Company  began  operations  by  completing  the  acquisition  of Urban
     Television Network Corporation,  a Texas corporation,  in two steps; (1) in
     May of 2002 the Company issued  16,000,000  shares (800,000 after the 1 for
     20  reverse)and  (2) in  February  of 2003,  the  Company  entered  into an
     Exchange  Agreement  with the  majority  shareholders  of Urban  Television
     Network  Corporation,  a Texas corporation  (Urban-Texas) to acquire 90% of
     the issued  and  outstanding  capital  stock of  Urban-Texas  in return for
     13,248,000 shares of the Company's common stock - See footnote 1.

     In September  2002,  the Company  issued  100,000 (5,000 after the 1 for 20
     reverse) shares to Hispanic Television Network,  Inc. as part of the mutual
     settlement  agreement  between the two  companies  to cancel the  Satellite
     Transponder Service Agreement and notes payable/receivable.

     On November 21, 2002 the Company  completed a 1:20 reverse  stock split and
     amending its Articles of  Incorporation  to increase its authorized  common
     shares to 200,000,000 and adjust its par value to $0.0001 per share.

     During the year ended  September  30, 2003,  the Company  issued  7,275,000
     shares of its common stock to for consulting, legal and management services
     which the company valued at $811,250.

     During the year ended  September 30, 2004,  the Company  issued  21,308,000
     shares of its common stock to for  consulting,  legal,  vendor payments and
     management services which the company valued at $4,771,450.


                                       14






                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


10.  Capital Stock - continued

     During the year ended  September  30, 2005,  the Company  issued  4,150,000
     shares of its common stock to for  consulting,  legal,  vendor payments and
     management services which the company valued at $427,000.

     During the period ended  September 30, 2003, the Company  issued  1,957,300
     shares of its common  stock to Bridge  Loan  Lenders who elected to convert
     $978,650 of bridge  loans to common  stock at the rate of 2 shares for each
     dollar of bridge loan converted.

     During the period ended  September 30, 2004, the Company  issued  4,135,441
     shares of its common  stock to Bridge  Loan  Lenders who elected to convert
     $1,852,648 of bridge loans to common stock at an average  conversion  price
     of $.45 per share.

     During the period ended  September 30, 2005, the Company  issued  9,276,100
     shares of its common  stock to Bridge  Loan  Lenders who elected to convert
     $936,922 of bridge loans to common stock at an average  conversion price of
     $.10 per share.

     In the fiscal years ended  September 30, 2004 and 2005 the Company  entered
     into  three  stock  subscription   agreements,   of  which  two  have  been
     terminated,  with three different  minority groups for a majority ownership
     interest in the Company's common stock. Following is a summary of the stock
     transactions involved in those agreements, which or more fully described in
     Note 7 - Related Party Transactions;

                                       Number of        Value
 Date of                                Shares         Assigned          Note         Warrants
Agreement   Name of  Group              Issued        To Shares          Value         Issued
---------   ----------------------   ------------    ------------    ------------    ------------
                                                                      
10/30/03    Wright Entertainment       18,000,000    $  9,000,000    $  6,800,000
12/13/04    Wright Entertainment      (18,000,000)   $ (9,000,000)   $ (6,800,000)
12/13/04    World One Media Group      70,000,000    $  7,000,000    $  6,750,000      30,000,000
 7/26/05    World One Media Group     (67,500,000)   $ (6,750,000)   $ (6,750,000)    (30,000,000)
 7/29/05    Miles Investment Group     69,000,000    $  6,900,000       6,690,000      30,000,000
                                     ------------    ------------    ------------    ------------
Net Effect at 9/30/05                  71,500,000    $  7,150,000    $  6,690,000      30,000,000


     Miles Investment Group has the right to exercise the warrants for $0.01 per
     share if market bid price for the  Company's  common  stock are  reached as
     described in Note 7 - Related Party Transactions.

     In February 2005, the Company issued  1,000,000  shares of its common stock
     to a bridge loan holder who converted a $200,000 bridge loan at the rate of
     5 shares for each $1.00 of bridge loan.

     In September 2005, the Company issued 200,000 shares of its common stock to
     the noteholder of the $171,710 note payable  discussed in Note 8 as part of
     the consideration  for the noteholder  agreeing to extend the note to March
     31, 2006.

     In October 2005, a stockholder  who had a note balance of %165,000 due from
     the  Company  converted  $75,000  of the note  into  750,000  shares of the
     Company's restricted common stock.

     In December  2005,  the Company  issued  100,000  shares of its  restricted
     common stock for  consulting  services  rendered to the Company,  which the
     Company valued at $10,000.

     In February  2006,  the Company  issued  750,000  shares of its  restricted
     common stock to management for services rendered,  which the Company valued
     at $22,500.

     In March 2006, the Company issued 4,000,000 shares of its restricted common
     stock to management and the board of directors for services rendered, which
     the Company valued at $120,000.

     In March 2006, the Company  issued 809,000 shares of its restricted  common
     stock to  consultants  for services  rendered,  which the Company valued at
     $24,270.

                                       15



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


10. Capital Stock - continued

     In March 2006, the Company  issued 205,000 shares of its restricted  common
     Stock to  employees  for  services  rendered,  which the Company  valued at
     $6,150.

     In March 2006, the Company issued 2,482,000 of its restricted  common stock
     to lenders who elected to convert $85,000 of loans to the Company's  common
     Stock.


     Warrants

     In  connection  with a vendor  converting  a payable to note  payable,  the
     Company  Issued the vendor  100,000  warrants that can be exercised  over a
     five year period at the exercise price of $.25 per share.

     The  Company  issued  management  950,000  warrants in March 2006 which are
     vested  immediately  and  exercisable  at $0.05  per  shares  on or  before
     December  31, 2007 in return for loans made to the  Company  for  operating
     expenses.  The Company  has not  recognized  any  expense  related to these
     warrants as the market price of the  Company's  stock at issuance was equal
     to the exercise price.

     Non-Qualified Stock Grant and Option Plan

     The Company is authorized  to issue up to 6,800,000  shares of common stock
     under its 2003  Non-Qualified  Stock  Grant and  Option  Plan (the  "Plan")
     through an S-8 registration,  as amended. This Plan is intended to serve as
     an  incentive  to and to encourage  stock  ownership by certain  directors,
     officers,  employees  of  and  certain  persons  rendering  service  to the
     Company, so that they may acquire or increase their proprietary interest in
     the  success  of the  Company,  and to  encourage  them  to  remain  in the
     Company's  service.  During the year ended  September 30, 2003, the Company
     had  distributed  1,900,000 of the shares through  grants.  During the year
     ended  September  30, 2004,  the Company had  distributed  1,586,000 of the
     shares  through  grants.  During the year ended  September  30,  2005,  the
     Company distributed 200,000 of the shares through grants.

11.  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 the Company  authority to determine the designations,  preferences,  and
     relative  participating,  optional or other special rights of any preferred
     stock issued.

     On September 30, 2005,  the Company  entered into an agreement  with GeoTec
     Thermal  Generators,  Inc. to acquire  200,000 tons of coal in exchange for
     100,000  shares  of  preferred  Stock,  which  may be  converted  into  the
     Company's  common  stock,  at the sole  discretion  of the  GeoTec  Thermal
     Generators,  Inc., at any time in an amount equal to the purchase  price at
     the stock bid price of $.10 on September  30, 2005.  The 100,000  shares of
     preferred  stock do not have any voting rights or  preferences,  except for
     the conversion privilege.

12.  Commitments and Contingencies

     Satellite Transponder Lease

     In December 2005, the Company  renewed its Satellite  space segment service
     agreement with Intelsat,  Inc. for 6 MHz of satellite bandwidth on Intelsat
     5 for a period of five  years  ending on  October  31,  2010 at the rate of
     $17,850  per month.  For the periods  ended  March 31,  2006 and 2005,  the
     amounts expensed were $107,179 and $108,258, respectively.




                                       16



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


12.  Commitments and Contingencies - continued

     Future  lease  payments  due during the term of the lease ending on October
     31, 2010 will equal $946,050 and be due as follows:

                  Year ended September 30, 2006            $107,100
                  Year ended September 30, 2007            $214,200
                  Year ended September 30, 2008            $214,200
                  Year ended September 30, 2009            $214,200
                  Year ended September 30, 2010            $196,350

     Signal Uplink Lease

     The Company renewed its Full Time Broadcast Agreement with Westar Satellite
     Services,  LP on October 15,  2005 for a full time  redundant 6 MHz digital
     C-band uplink service for a period of five years ending on October 31, 2010
     at the rate of $8,800 per month.  For periods ended March 31, 2006 and 2005
     the  amounts  expensed  for  Uplink  services  were  $26,400  and  $25,800,
     respectively.

     Future  lease  payments  due during the term of the lease ending on October
     31, 2010 will equal $466,400 and be due as follows:

                  Year ended September 30, 2006            $ 52,800
                  Year ended September 30, 2007            $105,600
                  Year ended September 30, 2008            $105,600
                  Year ended September 30, 2009            $105,600
                  Year ended September 30, 2010            $ 96,800

     Facilities Space Lease

     The Company  entered  into a lease for office and uplink  space on March 1,
     2004 for a period of one year ending on  February  28, 2005 and renewed the
     lease  through  February  28,  2006 at the rate of $2,447  per  month.  For
     periods ended March 31, 2006 and 2005, the amount  expensed for this office
     space lease was $14,682 and $13,980, respectively.

     The Company entered into a lease for additional  space at the its corporate
     Headquarters  facilities  on April 1, 2005 for one year ending on March 31,
     2006 With an option to renew for five years at 5% increase  per year at the
     initial Rate of $4,130 per month.  For the six month period ended March 31,
     2006 the amount  expensed  for this  office  space lease was  $24,780.  The
     Company  exercised its option to terminate this lease on its March 31, 2006
     Anniversary date.

     Future  lease  payments due during the year ended  September  30, 2006 will
     equal  $14,682  assuming  that the leases are renewed at their current rate
     plus the 5% annual increase.

     Employment Agreements

     Mr. Randy Moseley is employed pursuant to a five-year  employment agreement
     that commenced on October 2, 2002. The agreement provides for a base annual
     salary equal to $200,000 and a possible  annual cash bonus as determined by
     the Board of Directors and/or the Compensation  Committee. In October 2003,
     the  employment  agreement of Mr. Moseley was extended and amended to allow
     for the  naming of a new  President  and Chief  Executive  Officer  for the
     Company.  Mr.  Moseley  accepted  the officer  position of  Executive  Vice
     President  and Chief  Financial  Officer and agreed to defer the payment of
     his salary for the period from October 2, 2002 to  September  30, 2003 with
     this deferred year being added to the end of the original  employment  term
     to make the term of the employment agreement now end on September 30, 2008.
     During the period ended March 31,  2006,  $50,000 of Mr.  Moseley's  annual
     compensation  was  accrued  as a  payable.  At March 31,  2006,  a total of
     $376,000 in compensation was accrued as a payable to Mr. Moseley.



                                          17



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)


12.  Commitments and Contingencies - continued

     Mr. Jacob R. Miles III, is employed as the  Company's  President  and Chief
     Executive  Officer  pursuant  to a  three-year  employment  agreement  that
     commenced  effective  January 1, 2006.  The  agreement  provides for a base
     annual  salary equal to $225,000  with a minimum of annual  increases of 5%
     and a possible  annual cash bonus as  determined  by the Board of Directors
     and/or the Compensation Committee.  During the period ended March 31, 2006,
     $56,250 of Mr.  Miles'  annual  compensation  was accrued as a payable.  At
     March 31,  2006,  a total of  $121,750  in  compensation  was  accrued as a
     Payable to Mr. Miles.

     Legal Matters

     The  Company's  motion to dismiss was  granted on February  23, 2006 by the
     United States District Court,  Central District of California,  Los Angeles
     Division  In a  legal  action  styled  Walter  E.  Morgan,  Jr.  vs.  Urban
     Television  Network  Corporation  et  al.  The  Company  claimed  that  the
     Plaintiff  claims  should have been brought in a previous  case wherein the
     Company took a judgment  against Mr. Morgan in excess of $1,500,000 in June
     2204 in the U.S.  District Court for the Northern  District of Texas,  Fort
     Worth Division.  Mr. Morgan and his related companies appealed the judgment
     which was dismissed  sua sponte by the U.S.  Court of Appeals for the Fifth
     Circuit.  The  Company  has made the  decision  not to record  the  default
     judgment as an asset until at such time as it is confident that asset value
     can be recovered from the defendants.

     The Company is party to legal action pending in the United States  District
     Court for the Northern  District of Texas. The Company has been served with
     a summons in a civil case styled Michael J. Quilling, Receiver For MegaFund
     Corporation and Stanley A. Leitner vs.Urban Television Network Corporation.
     The Receiver has filed complaint against the Company to recover advances in
     the amount of $665,000 to the Company by Mega Fund Corporation on behalf of
     Dove Media Group, Inc. related to its stock subscription agreement.

     The Company has recorded  these  advances as a liability  on its  financial
     statements believes that the ultimate  disposition will not have a material
     adverse effect on the Company's consolidated financial position, results of
     operations and liquidity.

13.  Going Concern

     The Company has suffered recurring losses from operations and has a deficit
     in both working capital and stockholders'  equity. 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 operating cash flows, the
     sale of its equity securities, or debt securities.  Subsequent to March 31,
     2006, the Company has raised  additional  capital of approximately  $21,000
     from shareholder advances.




                                      18


Item 2. Management's Discussion and Analysis or Plan of Operation.

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.

Readers are urged to carefully review and consider the various  disclosures made
by us in this Quarterly Report on Form 10-QSB and our Form 10-KSB for the period
ended  September  30, 2005 and our other  filings with the U.S.  Securities  and
Exchange  Commission.  These  reports and filings  attempt to advise  interested
parties  of the  risks and  factors  that may  affect  our  business,  financial
condition  and  results  of  operations  and  prospects.   The   forward-looking
statements  made in this Form  10-QSB  speak  only as of the date  hereof and we
disclaim any  obligation  to provide  updates,  revisions or  amendments  to any
forward-looking  statements  to reflect  changes in our  expectations  or future
events.

Background

Urban Television  Network  Corporation  (the "Company")  formerly known as Waste
Conversion Systems,  Inc. was incorporated under the laws of the state of Nevada
On October 21,  1986.  The  principal  office of the  corporation  is 2707 South
Cooper, Suite 119, Arlington, Texas 76015.

In January 2002, the Company underwent a change of control with the directors of
the Company  appointing the directors and officers of Urban  Television  Network
Corporation,  a  Texas  corporation,  (Urban-Texas)  as the  new  directors  and
officers of the Company, and at the same time resigning their board positions.

On May 1, 2002,  the Company  entered  into an  agreement  with  Urban-Texas  to
acquire  the rights to the  Urban-Texas  affiliate  network  signal  space which
included  the  assignment  of  the  Urban-Texas   broadcast  television  station
affiliates for 16,000,0000  shares of common stock,  which became 800,000 shares
after the 1 for 20 reverse split in November 2002.

On February 7, 2003, the Company  entered into a Stock  Exchange  Agreement with
the majority  shareholders  of Urban-Texas to acquire  approximately  90% of the
issued and  outstanding  capital stock of Urban-Texas  (13,248,000 of 14,759,000
shares) in  exchange  for the  Company's  issuance of  13,248,000  shares of its
authorized but unissued common stock,  $.0001 par value (the "Exchange Shares"),
to the majority  shareholders of Urban-Texas.  The remaining 10% was contributed
to the Company in June of 2003.

Urban-Texas  is  considered  the  accounting  acquirer,   and  the  accompanying
financial  statements  include the operations of  Urban-Texas  from the earliest
period  presented.  The May 2002 and February 2003 transactions with the Company
are presented as a recapitalization of Urban-Texas.

The consideration  exchanged in Stock Exchange  Agreement was negotiated between
the Company and Urban-Texas in a transaction with management.  The management of
the Company and Urban- Texas,  were the same  individuals.  The transaction does
not represent an arms-length transaction.


                                       19


On October 30, 2003, the Company completed a stock  subscription  agreement with
Wright Entertainment,  LLC, a Nevada limited liability company,  whose owner and
managing  director is Lonnie G. Wright,  Chairman and Chief Executive Officer of
the  Company.  Wright  Entertainment,  LLC entered  into the stock  subscription
agreement  for Fourteen  Million  (14,000,000)  common  shares for Seven Million
($7,000,000)  Dollars  or Fifty  ($0.50)  Cents per  share.  The stock  sale was
structured  as an  installment  stock  sale.  The terms of the stock sale are as
follows:  $500,000 down, the $6,500,000  balance payable on a promissory note at
$875,000 Dollars  quarterly,  including 6% interest on the declining  balance. A
portion  ($200,000)  of the $500,000  down  payment was  satisfied by one of the
Company's  lenders  forgiving  $198,515 of advances due the lender and $1,485 of
accrued  interest  on a note  payable to the  lender.  In  December  2004,  this
subscription  agreement was terminated by mutual  agreement  between the Company
and Wright Entertainment LLC as well as the termination of 4,000,000 shares that
has been  issued  to  Wright  Entertainment  and  were to be  vested  to  Wright
Entertainment upon the full payment of the subscription agreement.

On December 13, 2004,  we entered  into a  definitive  agreement  with World One
Media Group,  Inc., a Nevada  corporation.  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 was to be issued  warrants for  30,000,000  (reduced by
mutual agreement from the original  80,000,000  warrants) shares of common stock
that can be exercised for $.01 per share at any time after the  Company's  stock
price maintained a $10 bid price for 20 consecutive trading days.

As  part  of the  definitive  agreement,  Wright  Entertainment  LLC  which  had
previously  entered into a stock  subscription  agreement for 14,000,000  shares
agreed to the termination and  cancellation of that agreement by the Company and
further agreed to the termination and  cancellation of 4,000,000 shares that had
been issued in Wright Entertainment LLC's name and were to be vested when Wright
Entertainment  LLC completed  the payment for its  subscription  agreement.  The
definitive  agreement  calls for the  Company to pay Wright  Entertainment  LLC,
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 LLC 1,000,000 shares of the Company's restricted common stock.

On July 26,  2005,  the  Board of  Directors  voted to (1)  terminate  the stock
subscription  agreement with Dove Media Group, Inc. (formerly known as World One
Media Group,  Inc.)due to its nonpayment of required installment  payments,  (2)
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 $250,000 that it paid towards the stock subscription  Agreement and (4)
cancel the 5,000,000  shares that had been  authorized for Dr. Ajibike  Akinkoye
for services to be rendered.

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  1, 2005 and the first each month  thereafter  until the
total of $6,800,000 has been paid in full. The Company has deferred  payments on
the stock  subscription  agreement until January 31,2 006, in consideration  for
Miles Investment  Group LLC bringing the coal reserves deal to the Company.  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) three million shares at
any time  after  the  Company's  stock  bid  price  on the  OTCBB  exchange  has
maintained a $1.50 price for 10  consecutive  trading  days,  (2) seven  million
shares at any time after the Company's stock bid price on the OTCBB exchange has
maintained a $3.00 price for 10 consecutive  trading days,(3) ten million shares
at any time  after the  Company's  stock bid  price on the  OTCBB  exchange  has
maintained  a $5.00 price for 10  consecutive  trading  days and (4) 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.


                                   20



The Company is engaged in the business of supplying  programming  to independent
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.

The  Company  acquired  a  television   network  affiliate  base  from  Hispanic
Television  Network,  Inc. (HTVN).  This television network provides  television
programming   serving   ethnic   minority    programming    interests   of   the
African-American  population  across the United  States.  The network  presently
includes  approximately 74 broadcast  television  station  affiliates in various
parts of the country.

We are  targeting  the  minority  markets,  primarily  the African  American and
Hispanic   Markets,   because  we  believe  that  they  present  vast  marketing
opportunities  and that  are  currently  under-served  by our  competition.  The
African American market,  composes approximately 13% of the U.S. population with
a spending  power in excess of $600  billion.  The Hispanic  population  is also
approximately  13% of the U.S.  total  with a  spending  power also in the $600+
billion range. With few competitors in broadcast television that are exclusively
devoted  to  programming  to the  minority  markets,  we  feel  that  there  are
attractive  opportunities  to  provide a  quality  broadcasting  service  to the
African  American  and  Hispanic  (especially  bi-lingual  and English  speaking
Hispanic programming)  populations that together make up in excess of 25% of the
U.S. population.

On July 10,  2004,  the Company  received a  certificate  from  Nevada  Minority
Business Council,  an affiliate of the National  Minority  Supplier  Development
Council,  indicating that the Company  qualifies as a Minority Owned and Managed
Company,  which has met the certification  criteria  established by the National
Minority Supplier Development Council. The certification was renewed on February
1, 2005 for a one year  period.  On January 31,  2006,  the Company  renewed its
certification  with the Dallas/Fort Worth Minority Business Council,  Inc. for a
one year period ending January 31, 2007.

Our financial  results depend on a number of factors,  including the strength of
the national economy and the local economies  served by our affiliate  stations,
total  advertising  dollars  dedicated  to the markets  served by our  affiliate
stations,  advertising  dollars  dedicated to the African  American and Hispanic
consumers  in the  markets  served  by our  affiliate  stations,  our  affiliate
stations' audience ratings,  our ability to provide interesting minority focused
programming,  local market competition from other television  stations and other
media, and government  regulations and policies,  such as the multiple ownership
rules, the ability of Class A affiliate stations to be considered must carry for
cable systems to increase  their  distribution  and the deadlines for television
stations converting to digital signals.

Management  is  implementing  a  revenue  generation  plan that  includes  local
advertising sales, for company operated stations,  securing network  advertising
at the best available  rate,  uplinking  other parties signals to the satellite,
plus  implementing a Technology plan to assist its affiliates with sale of their
local  advertising  time.  Management  intends to  increase  rates as  affiliate
stations are added to the network. The implementation of this comprehensive plan
is expected to have a positive  affect upon sales  revenues.  In  addition,  the
Company has added a focus to secure  carriage  agreements with cable and digital
distribution companies.

Revenues

The Company's  business plan includes  multiple sources of revenues that are now
available  to  companies  that  have  the  ability  to  reach  viewers   through
television,  the Internet and wireless  devices that are delivering  programming
and  messages  viewers  that  have  access  to  these  sources.  Following  is a
discussion of these revenue sources;

         1.  Advertising  spots and  programming  time on our  network and local
stations.  Our revenues are affected  primarily by the advertising rates that we
are able to charge for national advertising  commercials on the Urban TV network
and local spots that the Company  may obtain on local  stations,  as well as the
overall demand for  African-American  and  English-speaking  Hispanic television
advertising time by advertisers.

         National Spot Advertising. National advertisers have the opportunity to
buy "spot"  advertising  on a network  wide basis or in  specific  markets.  For
example, an advertising agency in New York could purchase advertising spots on a
program  airing in a  particular  time period on all the  affiliate  stations or
purchase  advertising  spots  for a  program  airing on  affiliate  stations  in
particular markets where the Network has an affiliate station.


                                       21



The Company's plan is to have the yet to be established sales personnel located
in all major markets that have a large concentration of advertising agencies
targeting the African-American and English-speaking Hispanic markets. The sales
of the local spot advertising would them be generated by these local sales staff
personnel.

         Local Spot Advertising.  Advertising agencies and businesses located in
specific markets will buy commercial  air-time in their respective market.  This
commercial  time  will be sold in the  market  by a local  sales  force  or as a
specific buy from a national client.  Local spot advertising also includes event
marketing.  In conjunction with a spot buy, the station incorporates events that
may be held on the  premise  of a  business  or  advertiser  for the  purpose of
driving traffic to that place of business.

         Program Time Sales.  Also known as  long-form  programs are sold on the
network and on locally  managed  stations to  companies  wanting to purchase the
television time and air their own programs.

         Advertising rates in general are determined primarily by:

         o        the markets covered by broadcast television affiliates,

         o        the number of competing  African-American  television stations
                  in the same market as our affiliate stations,

         o        the  television  audience  share  in  the  demographic  groups
                  targeted by advertisers, and

         o        the supply and demand for African-American advertising time.


         Seasonal fluctuations are also common to the broadcast industry and are
due primarily to fluctuations in advertising  expenditures by national and local
advertisers.  The first calendar quarter typically produces the lowest broadcast
revenues  for  the  year  because  of  the  normal  post-holiday   decreases  in
advertising.

         Currently  most of our  network  advertising  is being  sold to  direct
response and per inquiry advertisers. Going forward, we plan to deploy a network
advertising team consisting of account executives that will solicit  advertising
directly  from  national  advertisers  as well as  soliciting  advertising  from
national advertising  agencies.  Locally managed stations will also have account
executives  that will  solicit  local and  national  advertising  directly  from
advertisers and from advertising agencies in the local markets.

         We will market our advertising time on the Urban Television network to:

         o        Advertising  agencies and independent  advertisers.  We market
                  commercial  time  to  advertising   agencies  and  independent
                  advertisers. The monetary value of this time is based upon the
                  estimated  size  of  the  viewing  audience;  the  larger  the
                  audience,  the more we are able to charge for the  advertising
                  time.

                  To  measure  the  size of a  viewing  audience,  networks  and
                  stations generally  subscribe to nationally  recognized rating
                  services,  such as Nielsen. We have executed an agreement with
                  Nielsen  Media  Research To measure  the  viewing  audience of
                  certain  of our  programs  that are  Aired  in the must  carry
                  programming  on our affiliate  network.  This  Agreement  will
                  allow  us  to  approach  the  larger   advertising   agencies.
                  Currently,  a number of Urban Television's  affiliate stations
                  are located in the smaller market areas of the country,  which
                  is also not as  desirable to the larger  advertising  clients.
                  Our  goal is to enter  into  affiliate  agreements  full-power
                  television  stations  located  in the top  demographic  market
                  areas do not have the  ability to obtain  Nielsen  ratings for
                  their individual  station.  Urban Television  believes that it
                  can offer  these  stations a proposal  that will give them the
                  benefit of Nielsen  ratings on a local basis while  giving the
                  UATV  Network  the ability to cumulate  local  ratings  into a
                  national rating for its national advertisers.

         o        Affiliate Stations.  In exchange for providing programming and
                  advertising  time  to  our  affiliate   stations,   we  retain
                  advertising  time and gain access to the  affiliate  stations'
                  markets. In a traditional  broadcasting contract, an affiliate
                  station would retain all available  advertising time, which it


                                       22



                  would then sell to outside advertisers,  and the network would
                  receive a fee from the affiliate station.  As mentioned above,
                  our goal is to move our network from its predominate low-power
                  station  affiliates to a full-power  affiliate base. The basic
                  plan would continue to share to advertising time in return for
                  providing  the  programming.  By  aggregating  a number of the
                  affiliate stations and accumulating a large household coverage
                  base,  Urban  Television  will be able  to sell  its  national
                  advertising spots for the best rate possible.

         o        Program  Owners:  In exchange for  licensing  rights to select
                  programming,  the  program  owner  retains a portion  (usually
                  half) of the available advertising time in each program and we
                  as the network get the other half of the available advertising
                  time in each  program.  The program owner is then able to sell
                  the  advertising  time he  retains  to  outside  agencies  and
                  corporate  advertisers.  We obtain  programming by contracting
                  with  program  owners at the annual  National  Association  of
                  Television  Program  Executives  convention and by contracting
                  with  program  owners  who  during  the year are  looking  for
                  distribution  sources.  In  the  future,  to  acquire  certain
                  exclusive,  original  or  first-run  usage  and  licenses  for
                  programming,  we may be required to incur upfront  programming
                  expenses.


         2. Syndication:  The Company also plans to become a leading  syndicator
to independent  stations  outside the Urban  Television  Network and advertising
agencies of television programming targeting African-American,  English-speaking
Hispanics,  and  Asian  urban  households.  The  Company's  long-term  strategic
objective  is to be the dominant  integrated  urban media  company;  developing,
producing,  and distributing  entertainment  content in the television and other
media  channels  that  target the wide  audience  of  consumers  who enjoy urban
entertainment content, including African-Americans,  English-speaking Hispanics,
Asian,  suburban  and urban  consumers.  The  Company  believes  that it is well
positioned  to achieve  this  objective,  given the  strength of its  management
leadership, operating discipline,  long-standing relationships, product mix, and
executional capabilities.

         The size of the syndication television market is currently estimated to
be $2.6 billion.  (1)  African-American  households  represent 13,171,160 of the
total  household  universe  of  109,600,000  or  roughly  12%.(2)  The  value of
Company's  market  segment,  focused on  African-American  household  television
advertising  dollars,  is thus  conservatively  estimated by the Company at $312
million,  representing  12% of the  aforementioned  $2.6 billion in  advertising
sales in broadcast syndication.  The Company believes that a similar size market
is  on  the  horizon  for  English  speaking  Hispanic-Americans.  According  to
HispanIntelligence,(3)   a  national  media  organization  focused  on  Hispanic
advertising,  the  overall  size  of the  market  for  advertising  directed  to
Hispanics is $2.8 billion per year.  Ninety  percent  (90%) of these dollars are
dedicated  to  Spanish-language  programming,  leaving  the size of the  English
speaking market at 10%, or approximately $279 million per year. However,  52% of
Hispanics surveyed by HispanIntelligence,  with the results reported in the same
publication,  indicated that they prefer English as the communication medium for
advertisements across a broad base of programming, including the Internet. Thus,
HMG believes that this segment is poised to experience  explosive  growth in the
near future.

         3. Multi-Platform Strategy in Wireless and other Digital Applications

         After over five years of operation of the Urban Television Network, the
Company  believes  that  it  is  solidly  positioned  with  seasoned  management
experience  to  translate  its  leadership  into  a  diversified  multi-platform
distribution media company  generating  multiple cash flow streams from produced
and acquired  urban  focused  content.  The Company  believes that this platform
would extend the Company's offerings to its targeted urban consumers by enabling
those  consumers  to  access  UATV  content  through  alternative   distribution
channels. To achieve this end, the Company intends to expand its distribution to
other  media  platforms  such  as  cable  television,  video-on-demand  ("VOD"),
wireless,  broadband  internet,  internet  protocol  TV  ("IPTV"),  home  video,
personal digital  appliances  ("PDA's),  cellular phones utilizing G-3 broadband
streaming  infrastructure,  and like digital and wireless applications now known
and hereinafter conceived and/or invented.  The Company intends to create equity
value  by  monetizing   cost-efficiently   produced   content  across   multiple
distribution  channels  generating  multiple revenue  streams,  while building a
library of content assets that will have annuity value.


                                       23

-----------------
(1) Television Week, March 7, 2006, p. 30, citing to data provided by Syndicated
National Television Association.
(2) Black and Hispanic DMA Market  Demographic  Rank,  Nielsen  Media  Research,
September 2004, p. 40.
(3) Volume 4, #68, April 27, 2004.



Expenses

Our most  significant  expenses are  satellite  and uplink  transmission  costs,
master control costs,  technology expenses,  employee compensation,  advertising
and promotional  expenses,  and production and programming  expenses.  In cases,
where  we may in the  future  incur  upfront  programming  expenses  to  procure
exclusive programming usages and licenses, upfront payments will, in most cases,
be amortized over the applicable  contract term. Until cash flow permits,  we do
not expect to acquire exclusive  programming usages and licenses that require up
front costs.  We will maintain  tight  controls  over our operating  expenses by
contracting master control and centralizing network programming,  finance, human
resources and management  information  system  functions.  Depreciation of fixed
assets and  amortization of costs  associated with the acquisition of additional
stations are also significant elements in determining our total expense level.

As a result of attracting key officers and personnel to Urban Television, we may
offer stock grants or options as an alternate form of compensation. In the event
that the strike  price of the stock option is less than the fair market value of
the stock on the date of grant, any difference will be amortized as compensation
expense over the vesting period of the stock options.

Our monthly  operating  expense level may vary from month to month due primarily
to the timing of significant  advertising and promotion expenses.  We will incur
significant  advertising  and promotion  expenses  associated with the growth of
Urban  Television  and with the  establishment  of our  presence  in new markets
associated  with any new  station  lease or  acquisition  agreements.  Increased
advertising  revenue associated with these advertising and promotional  expenses
will typically lag behind the incurrence of these expenses.


Results of Operations

Urban Television  Network  Corporation - Historical  Results for the three month
and six month periods ended March 31, 2006 and 2005.

REVENUES.   Revenues  are  primarily  derived  from  sales  of  advertising  and
programming  time.  Revenues for the three months and six months ended March 31,
2006 were  $26,992 and $60,027  compared to $70,117 and  $170,133  for the three
months and six month periods  ended March 31, 2005.  The decrease in revenues is
primarily  attributable to decrease revenues from event productions and sales of
program time.  The Company is still in the process of  implementing  its revenue
generation plan that includes  national and local advertising  sales,  uplinking
other parties' signals to the satellite,  plus implementing a technology plan to
assist its affiliates with sale of their local advertising time. The Company has
maintained its affiliate base of approximately  70 with a household  coverage of
approximately 22 million.

The  operations are still in the growth stages and the Company is dependent upon
Working capital derived from  management,  significant  shareholders and private
investors to provide sufficient working capital. There is no assurance, however,
that the Company will be able to generate the  necessary  working  capital needs
from these sources.

OPERATING  RESULTS.  For the three  months  ended  March  31,  2006 and 2005 the
Company had operating cost of $205,910 and $313,589,  respectively.  For the six
months ended March 31, 2006 and 2005, the Company had operating cost of $432,300
and $621,993,  respectively.  The major components of cost of operations for the
three month and six month periods ended March 31, 2006 and 2005 were as follows:

                                        Three months ended     Six months ended
                                       -------------------   -------------------
                                         2006       2005       2006       2005
                                       --------   --------   --------   --------

Satellite and uplink services          $ 96,003   $ 80,109   $198,902   $160,218
Master control and production            47,279     64,334     85,314    119,734
Affiliate relations                       4,160      8,400     31,548     15,200
Programming cost                          4,684     27,782     19,622     48,782
Operations of stations                     --       94,909       --      184,024
Technology expenses                      53,784     38,055     96,914     94,035
                                       --------   --------   --------   --------
   Total                               $205,910   $313,589   $432,300   $621,993
                                       --------   --------   --------   --------


The cost of  satellite  and uplink  services  increased  by $15,894 in the three
months  ended March 31, 2006 as compared to 2005  primarily as the result of the
Company's cost of uplink  increasing on its annual renewal with Westar Satellite
Services.

                                       24


The cost of satellite and uplink  services  increased by $38,684  during the six
months  ended March 31, 2006 as compared to 2005  primarily as the result of the
Company's cost of uplink  services  increasing on its annual renewal with Westar
Satellite Services.

The cost of master control and  production  decreased by $17,055 and $34,420 for
the three and six month  periods  ending March 31, 2006 and 2005,  respectively,
primarily as the result reduction in production costs.

Affiliate  relations  costs  increased by $16,348 for the six months ended March
31,  2006 as compared to the six months  ended March 31, 2005  primarily  as the
result  of  adding  additional  personnel  to  manage  the  networks  television
affiliates.

Programming  costs  decreased by $23,098 and $29,160 for the three and six month
periods ending March 31, 2006,  respectively,  primarily as the result reduction
in programming personnel during the 2006 periods.

The costs of operations  for stations  decreased by $94,909 and $184,024 for the
three and six month periods  ending March 31, 2006,  respectively,  primarily as
the result of the  Company  canceling  its  station  management  agreements  for
stations in Dallas and Oklahoma City in fiscal year 2005.

The  technology  expenses  increased by $15,729 for the three months ended March
31, 2006 as compared to the three months  ended March 31, 2005 due  primarily to
increased technology consulting services incurred by the Company.

Administration  expenses of $356,121  for the three  months ended March 31, 2006
decreased by $678,008 or 66% from the administrative  expenses of $1,034,129 for
the three months ended March 31, 2005.

Administration  expenses  of  $509,359  for the six months  ended March 31, 2006
decreased by  $1,124,169 or 69% from the  administrative  expenses of $1,633,528
for the six months ended March 2005.

Following is a comparative  of the major expense  categories for the three month
and six month periods ending March 31, 2006 and 2005.

                                 Three months ended         Six months ended
                               -----------------------   -----------------------
                                  2006         2005         2006         2005
                               ----------   ----------   ----------   ----------


Administrative management      $  127,750   $   90,500   $  212,250   $  142,500
Stock based compensation          132,500      520,000      142,500      696,000
Consulting                         10,000        5,000       11,000       28,189
Nielsen Market Research            10,109         --         10,109         --
Payroll taxes                       4,285         --          8,140         --
Property taxes                       --           --          4,215         --
Las Vegas office                     --        287,500         --        473,129
Commissions                          --          8,066         --         12,229
Travel, conventions                 8,868        8,399       15,497       22,493
Legal fees                           --         49,784         --        125,534
Accounting fees                       137        2,000       10,137       10,000
Public relations costs              2,120        2,460        2,910        2,460
Transfer Agent, permit fees         2,713        9,245        5,086       16,143
Rent and utilities expense         22,717       10,387       44,284       20,844
Internet costs                      4,390        2,447        7,475        7,359
Supplies - digital operations        --         14,713         --         21,224
Supplies                            3,941        2,745        4,328        3,793
Telephone                          11,045        7,664       17,386       32,339
Postage and shipping                2,150        2,803        3,529        4,105
Marketing,printing,promotions        --          4,131         --          4,931
Other                              13,396        6,285       10,513       10,256
                               ----------   ----------   ----------   ----------
          TOTAL                $  356,121   $1,034,129   $  509,359   $1,633,528
                               ----------   ----------   ----------   ----------


The increase in administrative  management  expense for the three months and six
Months  ended March 31, 2006 as compared to the same  periods for 2005 is due to
the Company adding a salaried President and Chief Executive Officer in the three
and six  months  period  ended  March  31,  2006  that was not there in the same
periods ended March 31, 2005.

Stock based  compensation  decreased for the three and six months  periods ended
March 31,  2006 as  compared to the same  periods  for 2005  primarily  due to a
decrease in the number shares being issued to management and board members.


                                       25



The decreases in  consulting  fees of $17,189 for the six months ended March 31,
2006 as  compared  to the same  period for 2005,  is due the  Company  replacing
consultants with additional management personnel.

The Nielsen Market Research expenses  increased by $10,109 for the three and six
month  periods  ended March 31, 2006 as compared to the same periods for 2005 as
the result of the Company's contract with Nielsen beginning January 1, 2006.

Payroll  taxes  increased  by $4,285  and  $8,140  for the three and six  months
periods  ended March 31,  2006 as  compared to the same  periods for 2005 as the
result of the Company converting its master control,  programming and production
personnel from a contract labor status to the Company's payroll in May of 2005.

Property  taxes for the six months  ended  March  31,2006  are the result of the
Company  establishing its own master control and uplink facilities in Arlington,
Texas versus outsourcing them in previous years.

The  decreases  in expenses  associated  with the Las Vegas office is due to the
costs in the three and six months ended March 31,2005  periods  associated  with
the resignation and termination of the stock subscription agreement by Lonnie G.
Wright and Wright Entertainment LLC. These direct expenses were $287,500 for the
three  months  ended March 31, 2005 and  $473,129 for the six months ended March
31, 2005. The $473,129 is made up of $307,500 in cash and note payable, $140,000
value   assigned  to   1,200,000   shares  of  common  stock  issued  to  Wright
Entertainment LLC and $25,629 for office rent and telephones.

Commissions  decreased in the three and six months  periods ended March 31, 2006
due to the not  having any  advertising  or  programming  revenues  produced  by
commissioned sales people during these periods.

The decreases in travel and  conventions for the six months ended March 31, 2006
as  compared  to the same  period in 2005 is  related to the  Company's  reduced
travel  related  cost  associated  with the  minority  ownership no longer being
located in Las Vegas, Nevada.

Legal  expenses in the 2005  periods were  related to the  Company's  search for
capital  and  minority  investors  and with  the  continued  legal  requirements
regarding the permanent  injunction  obtained by the Company  against  Walter E.
Morgan, Jr. and his appeals.

Transfer  agent  expenses  decreased in the three and six months  periods  ended
March 31,  2006 as  compared to the same  periods in 2005 due  primarily  to the
Company not  incurring the expenses for issuance of stock  certificates  for the
conversion of bridge loans that were incurred in 2005.

The increase in Rent and utilities  expense by $12,330 and $23,440 for the three
and six months  periods  ended March 31, 2006 as compared to the same period for
2005 was due primarily to the Company  having  additional  space for  production
facilities in the 2006 periods that it did not have in the 2005 periods.

The  decrease  in  supplies  -  digital  operations  for the three and six month
periods ended March 31, 2006 is due the Company having  completed its conversion
from a tape format to digital format in the 2005 periods.

Telephone  expense  decreased by $14,953 for the six months ended March 31, 2006
as compared to the same period in 2005  primarily  as the result of the one time
expense of $14,500 in 2005 period for the installation of the Company's own high
speed  Internet  lines at its Arlington  offices and the  installation  of fiber
lines to the Westar Satellite Uplink Services facilities in DeSoto, Texas.

Operating Results:

Operating Results. We had a net operating losses of $555,648 and $1,300,539, for
the three months ended March 31, 2006 and 2005, respectively. The decreased loss
of  $744,891  for 2006 was  primarily  attributed  to the  $678,008  decrease in
administrative  expenses,  which was primarily  attributable to decreases in the
following expense categories;

         Stock based compensation        $387,500
         Legal expense                   $ 49,784
         Las Vegas offices               $287,500




                                      26


The Company  had  operating  losses for the six months  ended March 31, 2006 and
2005 of $922,850 and $2,131,263,  respectively. The decreased loss of $1,208,413
for 2006 was primarily  attributed to the $1,124,169  decrease in administrative
expenses, which was primarily attributable to decreases in the following expense
categories;

         Stock based compensation        $553,500
         Legal expense                   $125,534
         Las Vegas offices               $473,129



EARNINGS PER SHARE OF COMMON STOCK. Income (loss) per common share is calculated
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings  per Share." Basic Income (loss) per share is computed by dividing the
net income (loss) by the weighted  average number of common shares  outstanding.
Diluted  net  income  (loss) per share is  computed  similar to basic net income
(loss) per share, except that the denominator is increased to include the number
of additional  common shares that would have outstanding if the potential common
shares had been issued and if the additional common shares were dilutive.  Stock
options and warrants are anti-dilutive, and accordingly, are not included in the
calculation of income (loss) per share. The basic and diluted net loss per share
of common  stock was $0.01  and $0.01 for the three  months  March 31,  2006 and
2005, respectively. The basic and diluted net loss per share of common stock was
$0.01 and $0.02 for the six months March 31, 2006 and 2005, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We  have  financed  our   operations   through  a  combination   of  loans  from
stockholders,  proceeds from convertible promissory notes and revenues generated
from operations.  The Company has incurred cumulative losses of $19,368,146 from
the inception of the Company through March 31, 2006.

Current  liabilities at March 31, 2006 were  $2,371,991  which exceeded  current
assets of $12,118 by  $2,359,873.  The Company's cash position at March 31, 2006
was $3,353,  a decrease of 37,016 from the  position at September  30, 2005.  As
discussed  below,  the  Company's  ability to continue  its growth will  require
additional  funds from various  sources.  If adequate funds are not available on
acceptable  terms, our business,  results of operations and financial  condition
could be materially adversely affected.  In a worse case scenario, we would have
to scale back or cease  operations,  and we might not be able to remain a viable
entity.  Accrued compensation is the result of management deferring a portion of
their annual compensation until the Company has funds available.

Our continued growth, will require additional funds that may come from a variety
of  sources,  including  shareholder  loans,  equity  or  debt  issuances,  bank
borrowings and capital lease  financings.  We currently  intend to use any funds
raised  through these sources to fund various  aspects of our continued  growth,
including  funding our  working  capital  needs,  acquisition  of new  stations,
performing  digital  upgrades of  acquired  stations,  funding  key  programming
acquisitions,  performing station capital upgrades,  securing cable connections,
funding  master  control/   network   equipment   upgrades,   making   strategic
investments.

The Company's  licensing  agreements with program  suppliers are generally for a
term of 13 to 52 weeks and are  cancelable by either party upon thirty (30) days
written notice.  These license  agreements  provide the Company with a source of
revenue by the Company's right to insert  commercial  spots during the programs.
The Company's  policy is to recognize the revenue  associated with these sources
of revenue at the time that it inserts the short-form  advertising spots or airs
the long-form program at the network or local level. As the Company continues to
grow,  it has been  entering  into new license  agreements  to replace  existing
licenses for programs  that do not fit into the Company's  business  model for a
minority focused  television  network.  The cancelable  feature of these license
agreements  could effect the  Company's  source of revenue  generation  should a
program be  cancelled  by a licensor  and the  Company not be able to replace it
within the 30 day notice of cancellation period.

We had net losses  $564,415 and  $1,306,546 for the three months ended March 31,
2006 and 2005,  respectively  and $ 936,153  and  $2,143,274  for the six months
ended March, 31 2006 and 2005, respectively.  We expect these losses to continue
as we incur operating expenses in the growth of the Company's television network
and its  affiliate  base and  convert  them to an  African-American  and English
speaking Hispanic format.  We currently  anticipate that our revenues as well as
cash from  financings  and equity sales will be sufficient to satisfy  operating
expenses  by the end of  fiscal  2006.  We may need to raise  additional  funds,
however.  If adequate funds are not available on acceptable terms, our business,
results of operations  and  financial  condition  could be materially  adversely
affected.


                                       27



RISK FACTORS

We are  subject to a high degree of risk as we are  considered  to be in unsound
financial  condition.  The  following  risks,  if any one or more occurs,  could
materially  harm  our  business,   financial  condition  or  future  results  of
operations, and the trading price of our common stock could decline. These risks
factors include, but are not limited to, our limited operating history,  history
of operating losses, the inability to obtain for additional capital, the failure
to  successfully  expand  our  operations,  the  competition  in the  television
industry from competitors with substantially  greater  resources,  the legal and
regulatory requirements and uncertainties related to our industry, the inability
to enter into strategic  partnerships  with major  advertisers,  the loss of key
personnel,  adverse economic conditions,  the control of our common stock by our
management, the classification of our common stock as "penny stock," the absence
of any right to  dividends,  the costs  associated  with the issuance of and the
rights granted to additional securities,  the unpredictability of the trading of
our common stock.

For a more  detailed  discussion  as to the risks  related  to Urban  Television
Network  Corporation,  our industry and our common stock, please see the section
entitled,  "Management's  Discussion  and  Analysis or Plan of  Operation - Risk
Factors," in our Annual Report on Form 10-KSB,  as filed with the Securities and
Exchange Commission on January 13, 2006.

Financing activities for the three months ended March 31, 2006 include:

         1) Shareholders loaned the Company $150,753 for operating expenses.

         2) Issuance of common stock in lieu of cash payments  totaling $172,920
for management and consulting services.

         3)  Lenders  converted  $85,000  of loans to  2,482,000  shares  of the
restricted common stock of the Company.

In addition,  common stock may also be issued for  conversion  or  settlement of
debt and/or payables for equity,  future  obligations  which may be satisfied by
the issuance of common shares,  and other  transactions and agreements which may
in the future result in the issuance of  additional  common  shares.  The common
shares that the Company may issue in the future could significantly increase the
number of shares outstanding and could be extremely dilutive.


Impact of Inflation

         Management does not believe that general inflation has had or will have
a material effect on operations.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations
are based on the  financial  statements,  which have been prepared in accordance
with generally accepted accounting principles. Note 2 of the Notes describes the
significant  accounting  policies  essential to the  financial  statements.  The
preparation of these financial  statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ materially from those estimates.

We believe the following to be critical accounting policies and estimates.  That
is,  they  are  both  important  to the  portrayal  of the  Company's  financial
condition  and results,  and they require  significant  management  judgment and
estimates about matters that are inherently  uncertain.  As a result of inherent
uncertainty,  there is a likelihood that materially  different  amounts would be
reported under different conditions or using different assumptions.  Although we
believe  that our  judgments  and  estimates  are  reasonable,  appropriate  and
correct, actual future results may differ materially from our estimates.

   Revenue Recognition

The Company's  sources of revenues  include the sale of short-term  national and
local spot advertising and long-form program time slots. The Company's policy is
to recognize  the revenue  associated  with these sources of revenue at the time
that it inserts the short-form  advertising  spots or airs the long-form program
at the network or local level.



                                       28


   Non Goodwill Intangible Assets

Intangible  assets other than  goodwill  consist of network  assets  acquired by
purchase.  They are being amortized over their expected lives of 5 years and are
reviewed for potential impairment whenever events or circumstances indicate that
carrying  amounts may not be  recoverable.  No  impairment  loss was  recognized
during the reporting periods.  On January 1, 2002, the Company adopted Statement
of Financial  Accounting Standards No. 142, Goodwill and Intangible Assets. This
provides that a recognized intangible shall be amortized over its useful life to
the reporting entity unless that life is determined to be indefinite. The amount
of an intangible asset to be amortized shall be the amount initially assigned to
that asset less any residual value.

   Stock Based Compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably  measurable.  The determined  value is recognized as an expense in
the accompanying consolidated statements of operations.

   Contingencies

In the normal course of business,  the Company is subject to certain  claims and
legal  proceedings.  The Company records an accrued  liability for these matters
when an adverse outcome is probable and the amount of the potential liability is
reasonably estimable.  The Company does not believe that the resolution of these
matters will have a material  effect upon its  financial  condition,  results of
operations, or cash flows for an interim or annual period.

   Recently Issued Accounting Pronouncements

Recently issued accounting  pronouncements  and their effect on us are discussed
in the notes to the  financial  statements  in our  September  30, 2004  audited
financial statements.


Other Events

   None


Item 3.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this  Quarterly  Report for the  quarter
ended March 31, 2006, we carried out an evaluation,  under the  supervision  and
with the participation of our management,  including the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule 13a-4 of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  which
disclosure  controls  and  procedures  are  designed to insure that  information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act is recorded,  processed,  summarized and reported  within  required
time periods specified by the SEC's rules and forms.

Limitations on the Effectiveness of Controls

Our management  does not expect that our  disclosure  controls and procedures or
our internal  controls over  financial  reporting will prevent all error and all
fraud. A control system, no matter how well conceived and operated,  can provide
only  reasonable,  but not absolute,  assurance that the objectives of a control
system are met. Further,  any control system reflects  limitations on resources,
and the benefits of a control  system must be considered  relative to its costs.
Because of the inherent  limitations  in all control  systems,  no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud,  if any,  have been  detected.  These  inherent  limitations  include the
realities that judgments in  decision-making  can be faulty and that  breakdowns
can occur  because of simple  error or mistake.  Additionally,  controls  can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management  override of a control.  The design of a control system
is also based upon certain  assumptions  about the  likelihood of future events,
there can be no assurance  that any design will succeed in achieving  its stated
goals under all  potential  future  conditions;  over time,  controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
the  policies or  procedures  may  deteriorate.  Although  unlikely,  due to the
inherent  limitations in a cost-effective  control system,  misstatements due to
error or fraud may occur and may not be detected.


                                       29



Conclusions

Based  on this  evaluation,  our  chief  executive  officer  and  our  president
concluded that,  subject to the limitations noted above and as of the evaluation
date,  our  disclosure  controls and procedures are effective to ensure that the
information  we are required to disclose in reports that we file or submit under
the  Exchange  Act is  recorded,  processed,  summarized,  and  reported in such
reports  within  the time  periods  specified  in the  Securities  and  Exchange
Commission's rules and forms.

(b) Changes in Internal Control.

Subsequent  to the date of such  evaluation  as  described in  subparagraph  (a)
above,  there were no  significant  changes in our  internal  controls  or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.


PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

The  Company's  motion to dismiss was granted on February 23, 2006 by the United
States District Court, Central District of California, Los Angeles Division in a
legal  action  styled  Walter  E.  Morgan,  Jr.  vs.  Urban  Television  Network
Corporation  et al. The Company  claimed that the  Plaintiff  claims should have
been brought in a previous case wherein the Company took a judgment  against Mr.
Morgan in excess of $1,500,000 (as discussed  above) in the U.S.  District Court
for the Northern  District of Texas,  Fort Worth  Division.  Mr.  Morgan and his
related  companies  appealed the judgment  which was dismissed sua sponte by the
U.S. Court of Appeals for the Fifth Circuit.

The Company  believes  that the  ultimate  disposition  will not have a material
adverse  effect on the Company's  consolidated  financial  position,  results of
operations and liquidity.

The Company is party to legal action pending in the United States District Court
for the Northern  District of Texas.  The Company has been served with a summons
in a civil case styled  Michael J. Quilling,  Receiver For MegaFund  Corporation
and Stanley A. Leitner vs.Urban Television Network Corporation. The Receiver has
filed  complaint  against  the  Company  to  recover  advances  in the amount of
$665,000 to the Company by Mega Fund Corporation on behalf of Dove Media related
to its stock subscription agreement.

The  Company  has  recorded  these  advances  as a  liability  on its  financial
statements  believes  that the  ultimate  disposition  will not have a  material
adverse  effect on the Company's  consolidated  financial  position,  results of
operations and liquidity.


Item 2. Changes in Securities

Recent Sales of Unregistered Securities

During the quarter  ending  March 31,  2006,  the  Company  offered and sold the
following  securities  pursuant to  securities  transaction  exemption  from the
registration requirements of the Securities Act of 1933, as amended.

In February 2006,  the Company  issued  750,000 shares of its restricted  common
stock to management for services rendered, which the Company valued at $22,500.

In March 2006, the Company  issued  4,000,000  shares of its  restricted  common
stock to management and the board of directors for services rendered,  which the
Company valued at $120,000.

In March 2006, the Company issued 809,000 shares of its restricted  common stock
to consultants for services rendered, which the Company valued at $24,270.

In March 2006, the Company issued 205,000 shares of its restricted  common stock
To employees for services rendered, which the Company valued at $6,150.

In March 2006,  the Company issued  2,482,000 of its restricted  common stock to
lenders who elected to convert $85,000 of loans to the Company's common Stock.

These  securities  that  have  been and will be 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 convertible  securities 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.


                                       30



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  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

Exhibit No.   Description and Method of Filing
----------    --------------------------------

10.01          Employment Agreement with Jacob R. Miles III

31.1           Certification  by Chief  Executive  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002

31.2           Certification  by Chief  Financial  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002.

32.1           Certification  by Chief  Executive  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

32.2           Certification  by Chief  Financial  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

* Filed with previous filing


     (b)  Reports on Form 8-K.

    None



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: May 13, 2006

Urban Television Network Corporation


By: /s/ Jacob R. Miles III                By: /s/ Randy Moseley
   ------------------------------            -----------------------------------
   Jacob R. Miles III                        Randy Moseley
   Title: Chief Executive Officer            Title: Executive Vice President/CFO











                                       31