U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 5, 2014
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)
1315 North Bullis Road Suite 6 Compton, California 90221
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 424 ) 338 - 6260
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Explanatory Note
(1) The name of the Company will not change (the "Name Change").
On November 11, 2014 the Board of Directors of the Company approved the
Name Change, subject to Stockholder approval. The Majority Stockholders
approved the Name Change by written consent in lieu of a meeting on November
11, 2014. Accordingly, your consent is not required and is not being solicited
in connection with the approval of the Name Change. However on June 19, 2015
the board voted unamiously to leave the name of the company as Urban Television
Network Corporation
RECOMMENDATION OF THE BOARD OF DIRECTORS
ACTIONS TO BE TAKEN
ACTION I - NAME CHANGE
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY
The Board of Directors has determined that since the Company intends to
focus on the production of new shows, the merchandising and licensing, the
development of new television networks, and the syndication and distribution of
other media products, the Name reflects the nature of the Company's
business direction.
Purpose of the Name Change
On November 11, 2014, the Company's Board of Directors and the Majority
Stockholders owning a majority of the Company's voting securities approved a
resolution authorizing the Company to amend the Articles of Incorporation to
change the Company's name to Punch TV Studios Inc. However The Board now
believes that the Name Change would be unnecessary at this time and that the
Company's current name reflects the nature of the Company's anticipated
operations.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the "1934 Act
Filings") with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained at the Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The Company shall provide, without charge, to each person to whom an
Information Statement is delivered, upon written or oral request of such person
and by first class mail or other equally prompt means within one (1) business
day of receipt of such request, a copy of any and all of the information that
has been incorporated by reference in the Information Statement (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
the Information Statement incorporates), and the address and telephone numbers
to which such a request is to be directed.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, none of the
following persons have any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
1. any director or officer of our Company since November 11, 2014 being
the commencement of our last completed financial year;
2. any proposed nominee for election as a director of our Company; and
3. any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are set forth below in
the section entitled "Security Ownership of Certain Beneficial Owners and
Management." To our knowledge, no director has advised that he intends to
oppose the Name Change as more particularly described herein.
OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of 200,000,000 shares of Common
Stock, par value $0.0001 per share, of which 130,000,000 shares are outstanding
as of November 11, 2014 (the "Record Date"). In addition, as of November 11,
2014 Joseph Collins was given as a part of his employment agreement 200,000
shares of the Company's Preferred Stock issued and outstanding, with his
Preferred Stock is entitled to 650 votes per share.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information
regarding the Company's common stock owned on the Record Date by (i) each who
is known by the Company to own beneficially more than 5% of its outstanding
Common Stock, (ii) each director and officer, and (iii) all officers and
directors as a group:
Name of Beneficial Owner Number of Preferred Percent of Class
Shares Owned
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Joseph Collins, CEO 200,000
650 votes per share 65.00%
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Directors and Officers Total 200,000 65.00%
DISSENTER'S RIGHTS OF APPRAISAL
The Stockholders have no right under Nevada Corporate Law, the
Company's Articles of Incorporation consistent with above, or ByLaws to dissent
from any of the provisions adopted in the Amendment.
CONCLUSION
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the above
action. Your consent to the above action is not required and is not being
solicited in connection with this action. This Information Statement is
intended to provide our Stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
Urban Television Network Corporation has duly caused this report to be signed
by the undersigned hereunto authorized.
Urban Television Network Corporation
By: /s/ Joseph Collins
Joseph Collins
President, CEO, Treasurer and Director