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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2006
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission file number 000-23105
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Urban Television Network Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 22-2800078
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
300 RadioShack Circle, Ste. T3-381, Fort Worth, , Texas 76102
(Address of Principal Executive offices)
Issuer's telephone number, including area code: (817) 415-4816
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
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Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 / /
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge in the definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /
State issuer's revenues for its most recent fiscal year: $ 89,716
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity as of a
specified date within the past 60 days. The aggregate market value of our common
stock held by non-affiliates as of December 29, 2006 was approximately
$1,503,307. State the number of shares outstanding of each of the issuer's
classes of common equity as of the latest practicable date. As of December 29,
2006, there were approximately 92,580,102 shares of our common stock issued and
outstanding.
Transitional Small Business Disclosure Format: Yes / / No / X /
CERTAIN CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report on Form 10-KSB contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to raise capital, integrate
our acquisitions, obtain and retain customers, to provide our products and
services at competitive rates, execute our business strategy in a very
competitive environment, our degree of financial leverage, risks associated with
our acquiring and integrating companies into our own, risks related to market
acceptance and demand for our services, and other factors. Most of these factors
are difficult to predict accurately and are generally beyond our control. You
should consider the areas of risk described in connection with any forward-
looking statements that may be made herein. Readers are cautioned not to place
undue reliance on these forward-looking statements. Readers should carefully
review this Form 10-KSB in its entirety, including but not limited to our
financial statements and the notes thereto and the risks described in "Item 6.
Business--Risk Factors." Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any forward-
cooking statements contained in any document, we claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
When used in this Annual Report, the terms the "Company," "Urban Television
Network", "UATV Network", "UATV", "we", "our", and "us" refers to Urban
Television Network Corporation, a Nevada corporation.
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URBAN TELEVISION NETWORK CORPORATION
TABLE CONTENTS
PART II
Item 7. Financial Statements and Supplementary Data
SIGNATURES
EX-31.1 (Certifications required under Section 302 of the Sarbanes-Oxley
Act of 2002)
EX-31.2 (Certifications required under Section 302 of the Sarbanes-Oxley
Act of 2002)
EX-32.1 (Certifications required under Section 906 of the Sarbanes-Oxley
Act of 2002)
EX-32.2 (Certifications required under Section 906 of the Sarbanes-Oxley
Act of 2002)
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EXPLANATORY NOTE
This Amendment to Annual Report on Form 10-KSB/A (this "Amendment") is being
filed by Urban Television Network Corporation (the "Company") in order to
provide information contained in Item 7. "Financial Statements and Supplementary
Data" to our Form 10-KSB filed on January 16, 2007.
Item 7. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Urban Television Network Corporation
Arlington, Texas
We have audited the accompanying consolidated statement of operations of Urban
Television Network Corporation (a Nevada corporation) and subsidiaries for the
year ended September 30, 2005, and the related consolidated statements of
capital deficit and cash flows for the year ended September 30, 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Urban Television Network
Corporation for the year ended September 30, 2005, and its cash flows for the
year ended September 30, 2005, in conformity with U.S. generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 12 to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 12. The
financial statements may not include all adjustments that might result from the
outcome of this uncertainty.
Comiskey & Company, PC
Denver, Colorado
December 20, 2005
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: July 9, 2007
Urban Television Network Corporation
By: /s/ Jacob R. Miles III By: /s/ Randy Moseley
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Jacob R. Miles III Randy Moseley
Title: Chief Executive Officer Title: Executive Vice President
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