U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 3, 2006
URBAN TELEVISION NETWORK CORPORATION
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(Exact Name of registrant as specified in its Charter)
Nevada 33-58972 22-2800078
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
2707 South Cooper St. Suite 119 Arlington, TX 76015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 817 ) 303 - 7449
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(Registrant's former name and address)
Item 1.01 Entry into a Material Definitive Agreement.
(a) On September 29, 2006, the Board of Directors approved effective as
of September 23, 2006, the Company entered into a subscription agreement and
promissory note on the forms of Exhibit 10.1 and 10.2 attached hereto and
incorporated by reference with R. J. Halden Holdings, Inc. ("RJHH") RJHH is one
of the largest, if not largest shareholders in the Company. The Subscription
Agreement calls for RJH to fund $1.5 million on or before January 31, 2007 in
order to;
(i) reinstate the signal,
(ii) recommence production, distribution, and syndication of
television programming, and
(iii) and target January 7, 2007 for restart of operations for the
broadcast season 2006-2007.
As of the date of this Form 8k filing, RJHH has contributed over $35,000 towards
completion of the subscription. RJHH is entitled to purchase 64% interest in the
Company, or a total of 136,104,486 shares. The subscription vest with pro rata
advances in increments of a minimum of 500,000 shares as paid. Thus for example,
$150,000 of advances toward the subscription agreement of $1,500,000 vest 10% of
the 136,104,486, or 13,610,449 shares. Voting rights, however, are suspended
until all of the 136,104,486 shares have been paid for under the terms of the
subscription agreement.
(b) Amendment to Bridge Loan and Promissory Note
On September 29, 2006, the Board of Directors approved, effective September 30,
2006, the Company entering into an amended Bridge Loan Agreement dated September
20, 2006, as amended, with R.J. Halden Holdings, Inc.("RJHH"), as set forth in
Exhibit 10.3 under which $302,500.00 was outstanding as of September 20, 2006
(the "Bridge Loan"). The Bridge Loan was amended to a total of $492,400.00 to
include the $189,500.00 initial advance called for in the subscription agreement
with RJHH described above in this Item 1.01 and in Exhibit 10.1.
On September 20, 2006, in connection with the Bridge Loan Agreement, the Company
executed an Amended and Restated Promissory Note to RJHH for the $492,400, which
is included in this filing as Exhibit 10.4.
Item 1.02 Termination of a Material Definitive Agreement.
On August 15, 2005, the Miles Investment Group, LLC failed to complete payments
on set forth in the subscription agreement, and as the result, the Preferred
Stock issuance and warrants have been cancelled under the terms of the
subscription agreement, which would have given Miles Investment Group, LLC the
ability to convert the Preferred Stock into 67,000,000 shares of the Company's
common stock and exercised warrants totaling 30,000,000 shares of the Company's
common stock had prices of the Company's common stock reached certain levels on
the OTCBB exchange.
Item 3.02 Unregistered Sales of Equity Securities.
See the disclosure made in Item 1.01 above for restricted common stock
to be issued to R.J. Halden Holdings, Inc. per a stock subscription agreement.
The above sales of unregistered securities were made pursuant to
Regulation D Rule 506.
Section 5 - Corporate Governance and Management
Item 5.01. Change in Control of Registrant.
The termination of the stock subscription agreement with Miles
Investment Group, LLC as described in Item 1.02 above eliminates Miles
Investment Group, LLC as the Company's control entity.
The execution of the stock subscription agreement with R.J. Halden
Holdings, Inc. as described in Item 1.01 above if fully funded would make it the
Company's control entity.
In summary, the R.J. Halden Holdings, Inc. acquisition of 136,104,486
restricted common shares and the cancellation of 67,000,000 restricted common
shares in the name of Miles Investment Group, LLC would leave R.J. Halden
Holdings, Inc. owning approximately 64% of the Company's common stock. These
shares will be issued in a private transactions pursuant to Section 4(1) and
4(2) of the Securities Act of 1933, as amended. These shares are considered
restricted securities and may not be publicly resold unless registered for
resale with appropriate governmental agencies or unless exempt from any
applicable registration requirements.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Stock Subscription Agreement For Purchase of Stock
10.2 Promissory Note
10.3 Bridge Loan Agreement
10.4 Amended and Restated Promissory Note
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Urban Television Network Corporation
Dated: October 3, 2006
/s/ Randy Moseley
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By: Randy Moseley
Title: Executive Vice President/CFO