U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

                                   (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, 2003


   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.)



                  18505 Highway 377 South, Fort Worth, TX 76126
         -------------------------------------------- -----------------
               (Address of principal executive offices) (Zip Code)



                  Issuer's telephone number,( 817 )   512   -   3033
                                            ------- --------  --------

     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: March 31, 2003,  14,664,636
shares of common stock, $.0001 par value.

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



     This Amendment No. 1 on Form 10-QSB/A (this  "Amendment") is being filed in
order to amend the Registrant's  Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2003,  filed with the Securities and Exchange  Commission on May
15, 2003 (Form 10-QSB), to revise the Consolidated  Financial Statements and the
Notes.

     This  Amendment  is limited in scope to the portions of the Form 10-QSB set
forth  above and does not in any way amend,  update or change any other items or
disclosures contained in the Form 10-QSB.


























                                       2




                          PART I - FINANCIAL STATEMENTS

                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries
                           Consolidated Balance Sheet

                                                                                March  31,   September 30,
                                                                                  2003           2002
                                                                               (Unaudited)     (Audited)
                                                                                        
        Assets
Currents assets
  Cash and cash equivalents                                                    $   198,083    $      --
  Accounts receivable                                                               11,291          5,766
  Prepaid expenses                                                                  18,043           --
                                                                               -----------    -----------
             Total current assets                                                  227,417          5,766
                                                                               -----------    -----------

Furniture, fixtures and equipment, net                                              57,912          6,122
                                                                               -----------    -----------
Other assets
   Network assets                                                                  456,516        512,416
   Goodwill                                                                        943,721           --
   Organizational costs                                                                360           --
                                                                               -----------    -----------
        Total other assets                                                       1,400,597        512,416
                                                                               -----------    -----------
        Total assets                                                           $ 1,685,926    $   524,304
                                                                               -----------    -----------

        Liabilities and stockholders' equity

Current liabilities
  Accounts payable                                                             $   243,465    $    58,957
  Bridge loan payable                                                              219,000           --
  Notes payable to stockholder                                                     419,517        188,929
  Accrued interest expense                                                          44,062          3,415
  Accrued payroll                                                                  125,000           --
  Accrued payroll taxes payable                                                      9,563           --
                                                                               -----------    -----------
        Total current Liabilities                                                1,060,607        251,301
                                                                               -----------    -----------


Deferred income tax                                                                182,685
                                                                               -----------

Minority Interest                                                                   61,826
                                                                               -----------

Stockholders' equity
  Preferred stock, $1 par value, 500,000 shares authorized, none issued               --             --
  Common stock, $0.0001 par value, 200,000,000 shares authorized; 14,664,636
      shares outstanding at March 31, 2003                                           1,467
  Common stock, $0.01 par value, 50,000,000 shares authorized;
      22,331,667 shares outstanding at September 30, 2002                                         223,316
  Additional paid-in capital                                                     6,991,711      5,362,562
  Retained earnings (deficit)                                                   (6,019,484)    (5,312,875)
                                                                               -----------    -----------
                                                                                   973,694        273,003
  Less: Treasury stock                                                            (592,886)          --
                                                                               -----------    -----------

        Total stockholders' equity                                                 380,808        273,003
                                                                               -----------    -----------

Total liabilities and stockholders' equity                                     $ 1,685,926    $   524,304
                                                                               -----------    -----------




                       See notes to financial statements.
                           See accountants reew report

                                       3




                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries

                      Consolidated Statement of Operations
                                   (UNAUDITED)


                                    Three months ended March 31,     Six months ended March 31,

                                        2003            2002            2003            2002
                                    ------------    ------------    ------------    ------------
                                                                        

Revenues                            $     43,870    $       --      $     93,888            --
                                    ------------    ------------    ------------    ------------

Expenses:
  Satellite and uplink services          161,122            --           301,572            --
  Production expenses                     36,438                          56,554            --
  Technology expenses                     61,034                         132,534            --
  Administration                          64,688           9,645         228,603           6,945
  Depreciation and amortization           34,450            --            59,650            --
                                    ------------    ------------    ------------    ------------
Total expenses                           354,732           9,645         778,913           6,945
                                    ------------    ------------    ------------    ------------
Income (loss) from operations           (310,862)         (9,645)       (685,025)         (6,945)

Other (income) expense
  Interest income (expense)              (14,357)           --           (21,584)
  Gain on extinquishment of debt            --              --              --           424,665
                                    ------------    ------------    ------------    ------------

Net increase (loss)                 $   (325,219)   $     (9,645)   $   (706,609)   $    417,720
                                    ------------    ------------    ------------    ------------


Earnings per share:
   Net income (loss)                $      (0.03)   $      (0.03)   $      (0.12)   $       1.37

Weighted average number of common
  shares outstanding                  10,181,969         311,583       5,732,636         311,583




















                       See notes to financial statements.
                         See accountants review report

                                       4




                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries

                 Consolidated Statement of Stockholders' Equity
                                   (UNAUDITED)




                                               Common Stock            Additional    Retained
                                        --------------------------      Paid-In      Earnings
                                          Shares         Amount         Capital      (Deficit)        Total
                                        -----------    -----------    -----------   -----------    -----------
                                                                                    
Balance at September 30, 2000             6,207,236    $    62,072    $ 4,879,134   $(5,361,824)   $  (420,618)

Net loss for year ended
  September 30, 2001                           --             --             --         (82,774)   $   (82,774)
                                        -----------    -----------    -----------   -----------    -----------

Balance at September 30, 2001             6,207,236         62,072      4,879,134    (5,444,598)   $  (503,392)

Contributed capital                            --             --           85,428                       85,428

Stock issued for asset
  Acquisition                            16,000,000        160,000        389,000       549,000

Stock issued to Hispanic
  Television Network                        100,000          1,000          9,000          --           10,000

Stock issued for prior
  year agreements                            24,431            244            --           --              244

Net income for year ended
  September 30, 2002                           --             --             --         131,723        131,723
                                        -----------    -----------    -----------   -----------    -----------
Balance September 30, 2002               22,331,667        223,316      5,362,562    (5,312,875)       273,003

Adjust outstanding shares to
  reflect reverse stock split           (21,215,031)      (212,150)       212,150          --             --

Adjustment to reflect
  the restated par value                       --          (11,054)        11,054          --             --

Issuance of shares for services             300,000             30         82,470          --           82,500
Stock issued for majority interest in
  Urban Television of Texas              13,248,000          1,325      1,323,475          --        1,324,800

Net loss for six months ended
  March 31, 2003                               --             --             --        (706,609)      (706,609)
                                        -----------    -----------    -----------   -----------    -----------
Balance March 31, 2003                   14,664,636    $     1,467    $ 6,991,711   $(6,019,484)   $   973,694
                                        -----------    -----------    -----------   -----------    -----------




                       See notes to financial statements.
                          See accountants review report

                                       5




                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries

                      Consolidated Statement of Cash Flows
                                   (UNAUDITED)

                                                     Three months ended March 31,     Six months ended March 31,
                                                         2003            2002            2003            2002
                                                     ------------    ------------    ------------    ------------
                                                                                         
Operating Activities
Net income (loss)                                    $   (325,219)   $     (9,645)   $   (706,609)   $    417,720
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                          31,450            --            59,650            --
    Issuance of common stock for services rendered           --              --            82,500            --
Changes in operating assets and liabilities:
  Accounts receivable                                       3,171            --            (5,525)           --
  Prepaid expenses                                           --              --           (18,043)           --
  Accounts payable                                        107,672          (5,000)        181,890         (72,428)
  Accrued interest expense                                 14,356            --            22,473        (218,261)
  Accrued payroll expense                                  62,500            --           125,000            --
  Accrued payroll tax expense                               4,782          (2,355)          9,563          (2,355)
  Bridge loan payable                                     219,000            --           219,000            --
  Notes payable                                           100,500            --           255,272        (210,348)
                                                     ------------    ------------    ------------    ------------
Net cash provided by operating activities                 218,212         (17,000)        225,171         (85,672)
                                                     ------------    ------------    ------------    ------------

Investing Activities
 Capital expenditures                                     (23,145)           --           (27,088)           --
                                                     ------------    ------------    ------------    ------------
Net cash (used in) investing activities                   (23,145)           --           (27,088)           --
                                                     ------------    ------------    ------------    ------------

Financing Activities
Issuance of stock for debt extinquishment                    --              --              --             2,944
Contributed capital                                          --            17,000            --            85,428
Cancellation of shares                                       --              --              --            (2,700)
                                                     ------------    ------------    ------------    ------------
Net cash provided by financing activities                    --            17,000            --            85,672
                                                     ------------    ------------    ------------    ------------

Increase (decrease) in cash                               195,957            --           198,083            --
Cash at beginning of period                                 3,016            --              --              --
                                                     ------------    ------------    ------------    ------------

Cash at end of period                                $    198,083    $       --      $    198,083    $       --
                                                     ------------    ------------    ------------    ------------

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                                                         $       --      $       --
    Income taxes                                     $       --      $       --      $       --      $       --
                                                     $       --      $       --
  Non-cash transactions:
    Extinquishment of debt                           $       --      $       --      $       --      $    424,665
    Cancellation of shares                           $       --      $       --      $       --      $      2,700




                       See notes to financial statements.
                          See accountants review report

                                       6


                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2003
                                   (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.  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, 2002,  which was
     filed  December 31, 2002. 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,
     2003 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 six months ended March 31, 2003.


2.   Significant Accounting Policies

     Organization and Business

     Waste Conversion Systems, Inc. was incorporated under the laws of the state
     of Nevada on October 21,  1986.  On June 10,  2002 the company  changed its
     name to Urban Television Network Corporation. The name change coincided the
     company's   acquisition  of  assets  from  the  Urban  Television   Network
     Corporation,  a Texas  corporation.  Urban Television  Network  Corporation
     ("UTVN") and its subsidiaries,  together, the "Company") are 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.

     Principles of Consolidation

     The consolidated  financial  statements  include the account of the company
     and those majority-owned subsidiaries in which the company has control. All
     significant  intercompany  accounts  and  transactions  are  eliminated  in
     consolidation.  The  accounts  and  results  of  operations  of  controlled
     subsidiaries where ownership is greater than 50 percent,  but less than 100
     percent  are  included  in the  consolidated  results  and are  offset by a
     related minority expense and liability  recorded for the minority  interest
     ownership.  The Company owns 100% of Waste Conversion  Systems of Virginia,
     Inc. which had no assets or liabilities at September 30, 2002 and March 31,
     2003 and no revenues or expenses for the year ended  September 30, 2002 and
     the six  months  ended  March  31,  2003.  The  Company  owns  90% of Urban
     Television Network Corporation, a Texas corporation (See note 5).

     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 period. 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.

     Income (Loss) Per Share

     Income (loss) per common share is computed by dividing net income (loss) by
     the weighted average number of common shares outstanding. Stock options and
     warrants  are  anti-dilutive,  and  accordingly,  are not  included  in the
     calculation of income (loss) per share.

     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.





                                       7


                      URBAN TELEVISION NETWORK CORPORATION
                                And Subsidiaries

              Notes to Consolidated Financial Statements, Continued
                                 March 31, 2003
                                   (UNAUDITED)


2.   Significant Accounting Policies (Continued)

     Advertising Costs

     The Company expenses non-direct  advertising costs as incurred. The Company
     did not incur any direct  response  advertising  costs for the fiscal  year
     ended September 30, 2002 and the six months ended March 31, 2003.

     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

     The FASB issued SFAS No. 140,  "Accounting  for  Transfers and Servicing of
     Financial  Assets  and   Extinguishments  of  Liabilities."  The  Statement
     provides  guidance for determining  whether a transfer of financial  assets
     should be  accounted  for as a sale or a secured  borrowing,  and whether a
     liability has been extinguished. The Statement is effective for recognition
     and  reclassification  of  collateral  and  for  disclosures  ending  after
     December 15, The  Statement is effective  for  transfers  and  servicing of
     financial assets and  extinguishments of liabilities  occurring after March
     31, 2001.  The initial  application  of SFAS No. 140 will have no impact to
     the Company's results of operations and financial position.

     In June, 2001 the Financial Accounting Standards Board issued Statements of
     Financial Accounting Standards No. 141, "Business Combinations" and No. 142
     "Goodwill  and  Other  Intangible   Assets."  These   statements   prohibit
     pooling-of-interest  accounting for  Transactions  initiated after June 30,
     2001,  require  the  use of the  purchase  method  of  accounting  for  all
     combinations   after  June  30,  2001,  and  establish  new  standards  for
     accounting  for  goodwill  and  other  intangibles   acquired  in  business
     combinations.  The Company does not expect these  pronouncements  to have a
     material affect on its financial statements.

     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.

     The Company  adopted in February 1993 an employee stock option plan.  There
     are no options outstanding under this plan. This plan will be accounted for
     under FAS 123 as described above.

3.   Network Assets - Amortization

     On May 1, 2002, the Company entered into an agreement with Urban Television
     Network  Corporation,  a Texas  corporation,  (UTVN-Texas)  to acquire  the
     rights to the UATV Network  signal space which  included the  assignment of
     the  UATV  affiliates  for  16,000,0000  shares  of  common  stock  with an
     estimated  fair  market  value of  $559,000.  These  assets  purchased  are
     referred to as network asset.

     Network  assets consist of  intangibles  other than Goodwill.  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 $102,484 and the amortization for the
     period  ended  September  30, 2002 was $46,584 and for the six months ended
     March 31, 2003 was $255,900.

     Future  amortization  of the Network  assets at  December  31, 2002 will be
     $484,466 and on an annual basis be as follows:

                  Year ended September 30, 2003              $ 55,904
                  Year ended September 30, 2004              $111,804
                  Year ended September 30, 2005              $111,804
                  Year ended September 30, 2006              $111,804
                  Year ended September 30, 2007              $ 65,200



                                       8


                      URBAN TELEVISION NETWORK CORPORATION
                                And Subsidiaries

              Notes to Consolidated Financial Statements, Continued
                                 March 31, 2003
                                   (UNAUDITED)


4.   Property, Plant and Equipment

     The Company acquired equipment totaling $64,795.  This was recorded at cost
     and depreciation on a straight-line basis over five (5) years. Depreciation
     for  fiscal  year and  accumulated  at  September  30,  2002  was  $783.00.
     Depreciation  for the six months  ended  March 31,  2003 was $3,750 and the
     accumulated at March 31, 2003 was $6,883.

5.   Acquisition

     On February 7, 2003,  the Company  entered into an Exchange  Agreement with
     the majority shareholders of Urban Television Network Corporation,  a Texas
     corporation  (UTNC). The Company acquired 90% of the issued and outstanding
     capital  stock of UTNC in Return  for  13,248,000  shares of the  Company's
     common stock valued at  $1,324,800.  The valuation of the common stock paid
     by the Company as consideration  was established by the Company at $.10 per
     share based on the restricted  nature of the stock, the low trading history
     of the stock at the time of the  acquisition.  The  acquisition was made to
     complete  the  acquisition  of the  balance  of the UTNC  assets  including
     proprietary broadcast technologies, intellectual property and goodwill. The
     acquisition was accounted for under the purchase method. The purchase price
     has been allocated to the assets acquired and liabilities  assumed based on
     their estimated fair market value.  Any excess purchase price over the fair
     market value of the net assets  acquired has been recorded as goodwill.  In
     this  transaction the allocation of the purchase price resulted in goodwill
     of $761,036.  The estimated fair values of assets  acquired and liabilities
     assumed are summarized in the following table.


             Fair Value of Assets Acquired and Liabilities Assumed

                Cash                                 $       889
                Equipment                                 28,452
                Investment in stock of the Company       592,886
                Receivable from the Company              258,458
                Other assets                                 360
                Goodwill                                 761,037
                Accounts payable                          (2,618)
                Loans to stockholders                   (233,774)
                Accrued interest                         (19,064)
                Minority Interest                        (61,826)
                                                     -----------
                  Total purchase price               $ 1,324,800
                                                     -----------

     The following  unaudited  pro forma  information  consolidates  the balance
     sheets of the Company and UTNC at the acquisition date of February 7, 3003.
     Deferred  income tax of $182,685 was recorded to give effect to $537,311 of
     excess book over tax basis for the assets acquired by the Company.


                                                                                        Consolidated
                                                                         Consolidation     Balance
                                            The Company        UTNC         Entries         Sheet
          Assets
                                                                             
     Current assets                         $    44,873    $       889                   $    45,762
     Equipment, net                              10,260         28,452                        38,712
     Network assets, net                        472,966                                      472,966
     Investment in subsidiary                                  592,886    $  (592,886)          --
     Receivable from affiliate                                 258,458       (258,458)          --
     Goodwill and other assets                     --              360        973,722        761,397
                                            -----------    -----------    -----------    -----------
     Total Assets                           $   528,099    $   881,045    $   272,992    $ 1,501,522
                                            -----------    -----------    -----------    -----------

     Liabilities and Stockholders' Equity

     Accounts payable and other accruals    $   284,741    $    21,682                   $   306,423
     Advances from shareholders                 373,701        233,774    $  (258,458)       349,017
     Deferred income tax                                                      182,685        182,685
     Minority interest                                                         61,826         61,826
     Common stock                                   142          1,477         (1,477)         1,466
                                                                                1,324
     Additional paid-in capital               5,668,236      1,396,307     (1,396,307)     6,991,712
                                                                            1,323,476
     Accumulated deficit                     (5,798,721)      (772,195)       772,195     (5,798,721)
     Treasury stock                                --             --         (592,886)      (592,886)
                                            -----------    -----------    -----------    -----------
     Total Liabilities and
      Stockholders' Equity                  $  (528,099)   $   881,045    $   272,992    $ 1,501,522
                                            -----------    -----------    -----------    -----------



                                       9




                      URBAN TELEVISION NETWORK CORPORATION
                                And Subsidiaries

              Notes to Consolidated Financial Statements, Continued
                                 March 31, 2003
                                   (UNAUDITED)



5.   Acquisition (Continued)

     The Company's  consolidated  results of operations have incorporated UTNC's
     activity  from  the  effective  date  of  the  acquisition.  The  following
     unaudited  pro forma  information  combines  the  consolidated  results  of
     operations  of the  Company  with those of UTNC as if the  acquisition  had
     occurred on October 1, 2001.


`                              Six months ended   Six months ended      Year ended
                                March 31, 2003     March 31, 2002    September 30, 2002
                               ----------------   ----------------   ------------------
                                                            
     Revenues                  $         93,888   $         36,045   $          143,742
     Net income (loss)         $       (713,939)  $        255,151   $         (185,427)
     Income (loss) per share   $          (.049)  $           .017   $            (.013)
     


     This pro forma financial  information is presented for comparative purposes
     only  and is not  necessarily  indicative  of the  operating  results  that
     actually would have occurred had the UTNC  acquisition  been consummated on
     October 1, 2001.  In  addition,  these  results  are not  intended  to be a
     projection of future results and do not reflect any synergies that might be
     achieved from combined operations.


6.   Other Income

     Extinguishment of Debt

     Since Waste Conversion Systems,  Inc. ceased operations in 1996, it did not
     pay any of its obligations, related to previous operations. For those trade
     creditors  and note holders that did not extend the statute of  limitations
     on collection of their accounts through legal actions, the Company has been
     taking the write off of the payables  into income as the  statutory  period
     for  collection  expires.  The income was  $424,665  ($0.014 per share) and
     $8,880 (less than $0.01 per share)for fiscal 2002 and 2001, respectively.


7.   Related Party Transactions

     In May 2002,  the  Company  issued  16,000,000  shares to Urban  Television
     Network  Corporation  for asset  purchase of network  assets.  (See Note 3,
     Network Assets)

     The Company leases office space from one its  shareholders and director for
     $2,000 per month.  The total rental  expense for year ended  September  30,
     2002 was $12,000 and for the six months ended March 31, 2003 was $6,000.

8.   Notes Payable

     Notes payable consist of:
                                                     March 31,     September 30,
                                                       2002             2002
                                                   -------------   -------------
     Notes payable to stockholders at 10%
      interest payable on September 30, 2004       $     419,517   $     188,929
                                                   -------------   -------------



9.   Convertible Bridge Loan

     Convertible bridge loan consist of:
                                                     March 31,     September 30,
                                                       2002            2002
                                                   -------------   -------------
     Convertible bridge loan payable to
      individuals at 6% interest payable
      on February 14, 2004                         $     219,005   $        --
                                                   -------------   -------------


     The  convertible  bridge  loans  are  convertible  at any time  before  the
     maturity date into the Company's  common stock at the rate of two shares of
     common  stock  for each  dollar of  convertible  bridge  loan plus  accrued
     interest through the date of conversion


                                       10


                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries

              Notes to Consolidated Financial Statements, Continued
                                December 31, 2002
                                   (UNAUDITED)


10.  Income Tax

     The Company has, for income tax purposes,  approximately  $4,950,000 in net
     operating  loss  carryforwards  at September 30, 2002,  available to offset
     future years'  taxable income and expiring in varying  amounts  through the
     year 2015. A deferred tax asset of approximately $2,032,000 has been offset
     by  a  100%  valuation  allowance.  The  annual  utilization  of  the  loss
     carryforward  will be limited  under  Internal  Revenue  Code  Section  382
     provisions  due to the recent  stock  issuances.  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.

11.  Capital Stock

     In May 2002,  the  Company  issued  16,000,000  shares to Urban  Television
     Network  Corporation  for asset  purchase  of network  assets.  (See Note 3
     Network Assets)

     In September 2002, the Company issued 100,000 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
     amended its Articles of  Incorporation  to increase its  authorized  common
     shares to 200,000,000 and adjust its par value to $0.0001 per share.

     In December 2002, the Company issued 300,000 shares of its common stock for
     consulting and legal Services.

     On February 7, 2003,  the Company  entered into an Exchange  Agreement with
     the majority shareholders of Urban Television Network Corporation,  a Texas
     corporation  (UTNC). The Company acquired 90% of the issued and outstanding
     capital  stock of UTNC in return  for  13,248,000  shares of the  Company's
     common stock

12.  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.

     No preferred shares had been issued as of December 31, 2002.

13.  Commitments

     Satellite Transponder Lease

     The Company entered into a Satellite  space segment service  agreement with
     Loral  Skynet on November  20,  2002 for 6 MHz of  satellite  bandwidth  on
     Telstar 5 for a period of three year ending on November 21,  2005.  For the
     six months ended March 31, 2003, the amount expensed was $72,172.

     Future  lease  payments due during the term of the lease ending on November
     21, 2005 will equal $577,376 and be due as follows:

                  Year ended September 30, 2003            $108,258
                  Year ended September 30, 2004            $216,516
                  Year ended September 30, 2005            $216,516
                  Year ended September 30, 2006            $ 36,086


     The Company  entered into a Full Time  Broadcast  Agreement  with Verestar,
     Inc. on November  21, 2002 for a full time  redundant 6 MHz digital  C-band
     uplink service for a period of three years ending on November 21, 2005. For
     the six months ended March 31, 2002 the amount expensed was $32,000.

     Future  lease  payments due during the term of the lease ending on November
     21, 2005 will equal $256,000 and be due as follows:

                  Year ended September 30, 2003            $48,000
                  Year ended September 30, 2004            $96,000
                  Year ended September 30, 2005            $96,000
                  Year ended September 30, 2006            $16,000



                                       11


                      URBAN TELEVISION NETWORK CORPORATION
                                and Subsidiaries

              Notes to Consolidated Financial Statements, Continued
                                December 31, 2002
                                   (UNAUDITED)




14.  Going Concern

     The Company has suffered recurring losses from operations. 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 the sale of its equity
     securities, or debt securities.





























                                       12


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: June 12, 2003


Urban Television Network Corporation


By: /s/ Randy Moseley                               By: /s/ Stanley Woods
   ------------------                                  ------------------
   Randy Moseley                                       Stanley Woods
   Title: President                                    Title: Secretary






























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