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: February 28, 2005 URBAN TELEVISION NETWORK CORPORATION -------------------------------------------------------------------------------- (Exact Name of registrant as specified in its Charter) Nevada 33-58972 22-2800078 -------------------------------------------------------------------------------- (State of Incorporation) Commission File No. (IRS Employer Identification No.) 2707 South Cooper St. Suite 119 Arlington, TX 76015 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, ( 817 ) 303 - 7449 ----------- ------------- --------------- -------------------------------------------------------------------------------- (Registrant's former name and address) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers. (b) Resignation of a Director On February 25, 2004, we accepted the resignation of Clay Wilkinson as a member of our Board of Directors, to be effective on February 25, 2005. Mr. Wilkinson's resignation was not the result of any disagreement between us and him. Mr. Wilkinson's voluntary resignation came as the result of his desire to focus more time and attention to other business interest. A copy of the press release issued by the Company announcing the resignation of Mr. Wilkinson is filed as Exhibit (99) to this Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. (99) Urban Televison Network Corporation New Release dated February 28, 2005. 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: February 28, 2005 /s/ Randy Moseley ------------------------------------ By: Randy Moseley Title: Chief Financial Officer