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

                                   FORM 10-QSB
(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, 2005


     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.)



                2707 South Cooper, Suite 119, Arlington, TX 76015
         -------------------------------------------- -----------------
               (Address of principal executive offices) (Zip Code)



                  Issuer's telephone number,   ( 817 )     303   -   7449
                                             ----------- --------  --------

     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:


     133,753,379 shares of common stock, $0.0001 par value, as of March 31, 2005
     ---------------------------------------------------------------------------

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




PART I.  FINANCIAL INFORMATION



Item 1.   Financial Statements.................................................3
          Balance Sheet (unaudited)............................................4
          Statements of Operations (unaudited).................................5
          Statements of Cash Flows (unaudited).................................6
          Notes to Financial Statements........................................7
                                                                       
Item 2.  Management's Discussion and Analysis of Plan                  
           of Operation.......................................................19
                                                                       
Item 3.  Controls and Procedures..............................................29
                                                                       
                                                                       
PART II. OTHER INFORMATION                                             
                                                                       
Item 1.   Legal Proceedings...................................................29
                                                                       
Item 2.   Changes in Securities and Use of Proceeds...........................30
                                                                       
Item 3.   Defaults upon Senior Securities.....................................30
                                                                       
Item 4.   Submission of Matters to a Vote                              
          of Security Holders.................................................30
                                                                       
Item 5.   Other Information...................................................30
                                                                       
Item 6.   Exhibits and Reports on Form 8-K....................................30
                                                        





Signatures....................................................................31





                         URBAN TELEVISION NETWORK CORPORATION
                                   FORM 10-QSB


PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements.  (Unaudited)

As  prescribed  by Item 310 of  Regulation  S-B,  the  independent  auditor  has
reviewed these unaudited interim financial  statements of the registrant for the
six months ended March 31, 2005 The financial statements reflect all adjustments
which are, in the opinion of  management,  necessary to a fair  statement of the
results for the interim period presented.  The unaudited financial statements of
registrant for the six months ended March 31, 2005, follow.















                                       3




                          PART I - FINANCIAL STATEMENTS

                      URBAN TELEVISION NETWORK CORPORATION

                           Consolidated Balance Sheet

                                                                            March 31,      September 30,
                                                                               2005             2004
                                                                           (Unaudited)       (Audited)
                                                                          -------------    -------------
                                                                                               
                                     Assets                                                  
Currents assets                                                                              
  Cash and cash equivalents                                               $     195,932    $       8,995
  Accounts receivable                                                             7,760           14,855
                                                                          -------------    -------------
             Total current assets                                               203,692           23,850
                                                                          -------------    -------------
Furniture, fixtures and equipment, net                                          111,487          136,133
                                                                          -------------    -------------
                                                                                             
Other assets                                                                                 
   Network assets, net                                                           78,777           98,340
   Deposits                                                                       3,600             --
  Organizational costs                                                              360              360
                                                                          -------------    -------------
             Total other assets                                                  82,737    $      98,700
                                                                          -------------    -------------
             Total assets                                                 $     397,916    $     258,683
                                                                          -------------    -------------
                                                                                             
                                                                                             
                      Liabilities and stockholders' equity                                   
                                                                                             
Current liabilities                                                                          
  Accounts payable                                                        $     349,596    $     334,403
  Advances                                                                      265,000             --
  Due to stockholders                                                           195,000              750
  Notes payable to stockholder                                                  400,657          402,657
  Accrued compensation                                                          231,000          150,000
  Accrued interest payable                                                        8,063           10,049
  Deferred revenue                                                               17,500           67,400
                                                                          -------------    -------------
             Total current liabilities                                        1,466,816          964,859
                                                                                             
Stockholders' equity                                                                         
  Preferred stock, $1 par value, 500,000 shares authorized, none issued            --               --
  Common stock, $0.0001 par value, 200,000,000 shares authorized;                            
    133,753,379 and 67,135,177 outstanding at March 31, 2005 and                             
    September 30, 2004, respectively                                             13,376            6,714
  Additional paid-in capital                                                 23,251,432       23,677,544
  Stock subscriptions receivable                                             (6,600,000)      (8,000,000)
  Retained earnings (deficit)                                               (17,733,708)     (15,590,434)
                                                                          -------------    -------------
             Total stockholders' equity                                      (1,068,900)        (706,176)
                                                                          -------------    -------------
                                                                                             
                                                                                             
                                                                                             
Total liabilities and stockholders' equity                                $     397,916    $     258,683
                                                                          -------------    -------------

                                                                  
                                                                                



                       See notes to financial statements.

                                        4




                      URBAN TELEVISION NETWORK CORPORATION

                      Consolidated Statement of Operations
                For the six months ended March 31, 2005 and 2004

                                   (UNAUDITED)


                                     Three months ended March 31,       Six months ended March 31,
                                         2005             2004             2005             2004
                                    -------------    -------------    -------------    -------------
                                                                           
          
Revenues                            $      70,117    $      31,196    $     170,133    $      57,167
                                    -------------    -------------    -------------    -------------

Expenses:

  Satellite and uplink services            80,109          107,891          160,218          186,020
  Master control and production            64,334           60,653          119,734          169,306
  Station operating costs                  94,909           90,843          184,024          171,137
  Affiliate Relations                       8,400            5,850           15,200            8,550
  Programming                              27,782           19,600           48,782           37,800
  Technology expenses                      38,055           26,871           94,035           55,848
  Administration                        1,034,129          246,339        1,633,528          534,712
  Depreciation and amortization            22,938           18,718           45,875           35,760
                                    -------------    -------------    -------------    -------------
Total expenses                          1,370,656          576,765        2,301,396        1,199,133
                                    -------------    -------------    -------------    -------------
Income (loss) from operations          (1,300,539)        (545,569)      (2,131,263)      (1,141,966)

Other (income) expense
  Interest income                            --                232                3              333
  Interest (expense)                       (6,007)          (1,455)         (12,014)          (3,438)
                                    -------------    -------------    -------------    -------------

Net loss                            $  (1,306,546)   $    (546,792)   $  (2,143,274)   $  (1,145,071)
                                    -------------    -------------    -------------    -------------


Earnings per share:
   Net (loss)                       $        (.01)   $       (0.01)   $       (0.02)   $       (0.03)
Weighted average number of common
  shares outstanding                  101,170,716       43,729,964      101,170,716       37,834,813






                       See notes to financial statements.

                                        5




                      URBAN TELEVISION NETWORK CORPORATION

                      Consolidated Statement of Cash Flows
                For the six months ended March 31, 2005 and 2004
                                   (UNAUDITED)

                                                    Three months ended March 31,     Six months ended March 31,
                                                        2005           2004             2005            2004
                                                    ------------    ------------    ------------    ------------
                                                                                                  
Operating Activities                                                                                  
Net (loss)                                          $ (1,306,546)   $   (546,792)   $ (2,143,274)   $ (1,145,071)
Adjustments to reconcile net income to net cash                                                       
  provided by operating activities:                                                                   
    Depreciation and amortization                         22,938          18,718          45,875          35,760
    Common stock issued for services                     578,000            --           872,000          50,000
Changes in operating assets and liabilities:                                                          
  Accounts receivable                                     (3,820)           --             7,095          (2,505)
  Prepaid expense                                         (3,600)           --            (3,600)           --
  Accounts payable                                       (12,037)        (26,000)         14,452         (53,188)
  Advances                                               265,000            --           265,000            --
  Accrued interest expense                                 1,007           1,455          (1,986)          3,438
  Accrued compensation                                    55,000          30,000          81,000          75,000
  Deferred revenue                                       (24,750)           --           (49,500)           --
                                                    ------------    ------------    ------------    ------------
                                                                                                      
Net cash provided by operating activities               (428,808)       (522,619)       (912,938)     (1,036,566)
                                                    ------------    ------------    ------------    ------------
Investing Activities                                                                                  
                                                                                                      
 Capital expenditures                                     (1,666)        (49,089)         (1,666)        (79,789)
                                                    ------------    ------------    ------------    ------------
Net cash (used in) investing activities                   (1,666)        (49,089)         (1,666)        (79,789)
                                                    ------------    ------------    ------------    ------------
                                                                                                      
Financing Activities                                                                                  
Proceeds from common stock sales                            --              --           100,000         300,000
Proceeds from bridge loans                                  --           192,038         508,541         813,608
Proceeds from notes payable                              240,000         231,850         240,000         254,350
Payments on notes payable                                (45,000)       (263,121)        (47,000)       (268,615)
Collection on subscription receivable                    300,000            --           300,000             200
                                                    ------------    ------------    ------------    ------------
                                                                                                      
Net cash provided by financing activities                495,000         160,767       1,101,541       1,099,543
                                                    ------------    ------------    ------------    ------------
                                                                                                      
                                                                                                      
Increase (decrease) in cash                               64,526        (410,941)        186,937         (16,812)
                                                                                                      
Cash at beginning of period                              131,406         629,537           8,995         235,408
                                                    ------------    ------------    ------------    ------------
Cash at end of period                               $    195,932    $    218,596    $    195,932    $    218,596
                                                    ------------    ------------    ------------    ------------
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
Supplemental disclosure of cash flow information:                                                     
  Cash paid during the period for:                                                                    
    Interest                                        $      5,000    $       --      $     14,000    $       --
    Income taxes                                    $       --      $       --      $       --      $       --
  Non-cash transactions:                                                                              
    Common stock issued for services                $    578,000    $       --      $    872,000    $     50,000
    Common stock issued for assets                  $       --      $       --      $       --      $     30,000

                                                                         


            

                      See notes to financial statements. 

                                       6


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (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.  Certain information and footnote disclosures normally included
     in financial  statements  prepared in accordance  with  generally  accepted
     accounting  principles  have been  omitted  pursuant  to such SEC rules and
     regulations;  nevertheless,  the Company  believes that the disclosures are
     adequate to make the information presented not misleading.  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, 2004,  which was filed January 13,
     2005.  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, 2005 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 quarter ended March 31, 2005.

2.   Significant Accounting Policies

     Description of Business

     Urban  Television  Network  Corporation  (the "Company")  formerly known as
     Waste Conversion Systems, Inc. was incorporated under the laws of the state
     of Nevada on October 21, 1986. The principal  office of the  corporation is
     2707 South Cooper, Suite 119, Arlington, Texas 76015.

     In January  2002,  the Company  underwent a change of control in connection
     With  Urban   Television   Network   Corporation,   a  Texas   corporation,
     (Urban-Texas) Agreeing to deposit $100,000 into an attorneys escrow account
     in return for receiving a balance sheet with no assets and no  liabilities.
     The directors of the Company appointed Urban-Texas officers as new officers
     of the Company,  and at the same time  resigned  their board  positions and
     appointed  the  directors  of  Urban-Texas  as the  Company's  new board of
     directors.  Urban-Texas  agreed to deposit  300,000 shares of the Company's
     common stock into the attorney's escrow account after the completion of the
     Stock Exchange Agreement described below, dated February 7, 2003.

     On May 1, 2002, the Company  entered into an agreement with  Urban-Texas to
     acquire the rights to the Urban-Texas  affiliate network signal space which
     included the assignment of the  Urban-Texas  broadcast  television  station
     affiliates  for  16,000,0000  shares of common stock,  which became 800,000
     after a 1 for 20 reverse stock split.

     On February 7, 2003, the Company  entered into a Stock  Exchange  Agreement
     with the majority  shareholders  of  Urban-Texas.  Among other things,  the
     Agreement  provided for the Company's  purchase of approximately 90% of the
     issued  and  outstanding  capital  stock  of  Urban-Texas   (13,248,000  of
     14,759,000  shares) in exchange for the  Company's  issuance of  13,248,000
     shares of its authorized but unissued  common stock,  $.0001 par value (the
     "Exchange Shares"), to the majority shareholders of Urban-Texas. In June of
     2003, the remaining 10% of Urban-Texas  common stock was contributed to the
     Company.

     Urban-Texas  is considered the accounting  acquirer,  and the  accompanying
     financial  statements  include  the  operations  of  Urban-Texas  from  the
     earliest  period  presented.  The  Company  operated  from  May 1,  2002 to
     February 7, 2003 as a 71% subsidiary of Urban-Texas,  a predecessor  entity
     to the existing business. The May 1, 2002 and February 7, 2003 transactions
     with the Company are presented as a recapitalization of Urban-Texas.

     The Company is authorized to issue  200,000,000  shares of $.0001 par value
     stock and 500,000 shares of $1.00 par value preferred stock.


                                        7

                                       


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)


2.   Significant Accounting Policies - continued

     The  Company  is  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.

     Accounting Method

     The Company records income and expenses on the accrual method.

     Revenue Recognition

     The Company's sources of revenues includes sale of short-form  national and
     local spot advertising  long-form  program time slots. The Company's policy
     is to recognize the revenue associated with these sources of revenue at the
     time that it inserts the short-form advertising spots or airs the long-form
     program at the network or local level.

     Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its subsidiary. All material intercompany accounts and transactions are
     eliminated.  The Company owns 100% of Urban Television Network Corporation,
     a Texas  corporation,  Urban Records,  Inc., a Nevada corporation and Waste
     Conversion Systems Of Virginia, Inc.

     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  periods.  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 calculated in accordance  with  Statement
     of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per Share".
     Basic Income  (loss) per share is computed by dividing net income (loss) by
     the  weighted  average  number of common  shares  outstanding.  Diluted net
     income (loss) per share is computed  similar to basic net income (loss) per
     share,  except that the  denominator  is increased to include the number of
     additional  common shares that would have been outstanding if the potential
     common  shares had been  issued and if the  additional  common  shares were
     dilutive.  Stock options and warrants are  anti-dilutive,  and accordingly,
     are not included in the calculation of income (loss) per share.

     Comprehensive Income

     Comprehensive  income  (loss)  and net  income  (loss) are the same for the
     Company.

     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.

     Concentration of Credit Risk

     The Company  maintains  cash in excess of  federally  insured  limits.  The
     amount in excess at March 31, 2005 was $93,883.


                                        8



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (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 six  months
     ended March 31, 2005 and 2004.

     Stock Based Compensation

     The  Company  accounts  for  equity  instruments  issued to  employees  for
     services  based on the fair  value of the  equity  instruments  issued  and
     accounts for equity instruments issued to other than employees based on the
     fair value of the  consideration  received  or the fair value of the equity
     instruments, whichever is more reliably measurable. The determined value is
     recognized  as an expense in the  accompanying  consolidated  statements of
     operations.

     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

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     This  Statement  establishes  standards  for  classifying  and measuring as
     liabilities  certain financial  instruments that embody  obligations of the
     issuer and have  characteristics  of both liabilities and equity.  SFAS No.
     150 is effective at the  beginning of the first  interim  period  beginning
     after  June 15,  2003;  including  all  financial  instruments  created  or
     modified  after May 31, 2003.  SFAS No. 150  currently has no impact on the
     Company.

     In November  2004,  the FASB issued  SFAS No.  151,  "Inventory  Costs - an
     amendment  of  ARB  No.  43,  Chapter  4."  This  Statement  clarifies  the
     accounting for abnormal amounts of idle facility expense, freight, handling
     costs,  and wasted  materials.  This  Statement is effective  for inventory
     costs  incurred  during  fiscal years  beginning  after June 15, 2005.  The
     initial  application  of SFAS No. 151 will have no impact on the  Company's
     financial statements.

     In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
     Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67."
     This Statement  references the financial  accounting and reporting guidance
     for  real  estate  time-sharing  transactions  that is  provided  in  AICPA
     Statement  of  Position  04-2,  "Accounting  for Real  Estate  Time-Sharing
     Transactions."  This Statement also states that the guidance for incidental
     operations and costs  incurred to sell real estate  projects does not apply
     to real estate time-sharing  transactions.  This Statement is effective for
     financial  statements for fiscal years  beginning  after June 15, 2005. The
     initial  application  of SFAS No. 152 will have no impact on the  Company's
     financial statements.

     In December 2004,  the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
     Assets - an amendment of APB Opinion No. 29." This Statement eliminates the
     exception  for  nonmonetary  exchanges  of  similar  productive  assets and
     replaces it with a general  exception for exchanges of  nonmonetary  assets
     that  do  not  have  commercial  substance.   A  nonmonetary  exchange  has
     commercial substance if the future cash flows of the entity are expected to
     change  significantly  as a  result  of the  exchange.  This  Statement  is
     effective  for  nonmonetary  asset  exchanges  occurring in fiscal  periods
     beginning  after June 15, 2005. The Company does not expect  application of
     SFAS No. 153 to have a material affect on its financial statements.


                                        9



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)



2.   Significant Accounting Policies - continued

     In December 2004, the FASB issued a revision to SFAS No. 123,  "Share-Based
     Payment." This Statement  supercedes  APB Opinion No. 25,  "Accounting  for
     Stock Issed to  Employees"  and its  related  implementation  guidance.  It
     establishes  standards  for the  accounting  for  transactions  in which an
     entity  exchanges  its equity  instruments  for goods or services.  It also
     addresses  transactions  in which an entity incurs  liabilities in exchange
     for  goods or  services  that are based on the fair  value of the  entity's
     equity  instruments  or that may be settled by the issuance of those equity
     instruments.  This Statement  does not change the  accounting  guidance for
     share-based payment transactions with parties other than employees provided
     in Statement  No. 123 as originally  issued and EITF Issue No. 96-18.  This
     Statement  is effective  for public  entities  that file as small  business
     issuers as of the  beginning of the first  fiscal  period that begins after
     December 15, 2005.  The Company has not yet  determined  the impact of SFAS
     No. 123 (revised) 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.


3.   Accounts receivable

     Accounts  receivable  consists  of normal  trade  receivables.  The Company
     assesses the collectibility of its accounts receivable regularly.  Based on
     this assessment,  an allowance for doubtful accounts is recorded.  At March
     31, 2005 and 2004 an  allowance  for doubtful  accounts was not  considered
     necessary.


4.   Network Assets - Amortization

     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 $116,851 and the amortization for the
     six  months  ended  March  31,  2005  and  2004 was  $19,563  and  $19,563,
     respectively.

     Future amortization of the Network assets at March 31, 2005 will be $78,777
     and on an annual basis be as follows:

               Year ended September 30, 2005              $19,562
               Year ended September 30, 2006              $39,125
               Year ended September 30, 2007              $20,090



                                       10




                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)



5.   Property, Plant and Equipment

     Furniture,  fixtures and  equipment,  their  estimated  useful  lives,  and
     related accumulated depreciation are summarized as follows:

                                          Range of
                                          Lives in       March 31,     September 30,
                                           Years           2004             2004
                                         ---------    -------------    -------------
                                                                        
     Master Control, Editing Equipment         3-5    $      69,415    $      67,749
     Studio and Production Equipment           3-5           60,500           60,500
     Production Van                              5           45,000           45,000
     Affiliated Receiver Equipment               5           18,247           18,247
                                                      -------------    -------------
                                                            193,162          191,496
     Less: Accumlated Depreciation                          (81,675)         (55,363)
                                                      -------------    -------------
                                                      $     111,487    $     136,133
                                                      =============    =============

                                                                       
     The Company acquired  equipment totaling $1,666 and $109,789 during the six
     months  ended  March  31,  2005 and  2004,  respectively.  The 2004  amount
     included  the  issuance of 120,000  shares of the  Company's  common  stock
     valued at $30,000.  Total  depreciation  expense  for the six months  ended
     March 31, 2005 and 2004 was $26,312 and $16,197, respectively.

6    Related Party Transactions

     In May 2002,  the Company  issued  16,000,000  (800,000  after the 1 for 20
     Reverse)  shares  to  Urban  Television   Network   Corporation,   a  Texas
     corporation for asset purchase of network assets - See footnote 1.

     The Company leased office space from one its  shareholders and director for
     $2,000 per month.  The total rental  expense for the years ended  September
     30, 2004 and 2003 was $24,000 and $14,000, respectively.

     In year 2003,  the Company  began using the services of a company  owned by
     shareholders,  one being a  director  of the  Company,  that  provides  the
     Company with the equipment and master control services to put the Company's
     programming  on the satellite  for the broadcast  affiliates to receive and
     rebroadcast to their local markets.  During the periods ended September 30,
     2004 and 2003,  the total expense paid out for these  services was $430,367
     and $345,081, respectively.

     The Company uses the services of a company owned by shareholders to provide
     it with technology  services  including  Internet and affiliate  relations.
     During the six months ended March 31, 2005 and 2004, the total expense paid
     out for these services was $84,285 and $55,848, respectively.

     During the period ended  September  2003, the Company  executed an interest
     bearing note with a  shareholder.  The principal  borrowed of $168,765 plus
     accrued interest of $29,750 were converted to a non-interest payable to the
     shareholder.  As  discussed  below,  the  shareholder  agreed to reduce the
     Company  payable by $198,515 to apply  towards the purchase of common stock
     by Wright  Entertainment LLC during the period ended September 30, 2004 and
     was brought back onto the Company's books as part of the termination of the
     Wright Entertainment LLC stock subscription agreement.

     The Company  executed an interest  bearing note with a  shareholder  of the
     Company  during  the  period  ended  September  30,  2003 to pay  operating
     expenses.  During the period ended  September  30, 2003 the amounts  loaned
     totaled  $132,200.  During the period ended September 30, 2004, the Company
     repaid $130,000 of the note principal.


                                       11



                                     


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)



6    Related Party Transactions - continued

     On October 30, 2003, the Company completed a stock  subscription  agreement
     with Wright Entertainment,  LLC, a Nevada limited liability company,  whose
     owner  and  managing  director  is Lonnie G.  Wright,  President  and Chief
     Executive Officer of the Company.  Wright  Entertainment,  LLC entered into
     the stock Subscription  agreement for Fourteen Million  (14,000,000) common
     shares for Seven  Million  ($7,000,000)  Dollars or Fifty ($0.50) Cents per
     share.  The stock sale was  structured as an  installment  stock sale.  The
     terms of the stock  sale are as  follows:  $500,000  down,  the  $6,500,000
     balance  payable  on a  promissory  note  at  $875,000  Dollars  quarterly,
     including 6% interest on the declining balance. A portion ($200,000) of the
     $500,000  down  payment  was  achieved  by  one of  the  Company's  lenders
     forgiving  $198,515  of  advances  due the  lender  and  $1,485 of  accrued
     interest  on  a  note  payable  to  the  lender.  In  December  2004,  this
     subscription  agreement  was  terminated  by mutual  agreement  between the
     Company  and  Wright  Entertainment  LLC  as  well  as the  termination  of
     4,000,000 shares that has been issued to Wright  Entertainment  and were to
     be vested to Wright Entertainment upon the full payment of the subscription
     agreement.

     On December 13, 2004, we entered into a definitive agreement with World One
     Media Group, Inc., a Nevada  corporation.  The definitive  agreement called
     for  World  One  to  purchase  70,000,000   restricted  common  shares  for
     $7,000,000.  The subscription agreement signed on December 23, 2004 set the
     terms of the  installment  purchase at $100,000  being paid on December 23,
     2004 and with a promissory  note bearing no interest being executed for the
     remaining  $6,900,000  and being paid at the rate of $150,000 every 45 days
     beginning on January 31, 2005 until  promissory note has been paid in full.
     All the shares are pledged as collateral for the  promissory  note and will
     be physically held by the Company.  Additionally,  World One will be issued
     warrants  for  30,000,000  (reduced by mutual  agreement  from the original
     80,000,000  warrants) shares of common stock that can be exercised for $.01
     per share at any time after the Company's  stock price has maintained a $10
     bid price for 20 consecutive  trading days. The total warrants  exercisable
     will be subject the available authorized and unissued shares of the Company
     at the time of exercise.

     As part of the definitive  agreement,  Wright  Entertainment  LLC which had
     previously  entered  into a stock  subscription  agreement  for  14,000,000
     shares agreed to the termination and  cancellation of that agreement by the
     Company and further agreed to the termination and cancellation of 4,000,000
     shares that had been issued in Wright  Entertainment LLC's name and were to
     be vested  when  Wright  Entertainment  LLC  completed  the payment for its
     subscription  agreement.  The definitive agreement calls for the Company to
     pay Wright Entertainment LLC, owned by Lonnie G. Wright,  $300,000 ($60,000
     at the signing and $15,000 per month for sixteen months  beginning  January
     15,  2005) and  issue  Wright  Entertainment  LLC  1,000,000  shares of the
     Company's restricted common stock.

     In summary, World One Media Group, Inc.'s acquisition of 70,000,000 Million
     restricted  common shares and the cancellation of 18,000,000  common shares
     in the name of Wright  Entertainment LLC leaves World One Media Group, Inc.
     owning approximately 52% of the Company's 133,753,379 outstanding shares.



                                       12



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)



7.   Notes Payable and Advances

     Notes payable and Advances consist of:
                                                      March 31,    September 30,
                                                        2005            2004
                                                   -------------   -------------
     Notes payable to stockholders at 6%                                 
       interest payable on September 30, 2004      $         657   $       2,657
                                                                         
     Note payable to stockholder at 6%                                   
       interest payable July 31, 2005                    228,290         228,290
                                                                         
     Note payable to stockholder at 6%                                   
       interest payable August 31, 2005                  171,710         171,710
                                                                         
     Note payable to stockholder at no                                   
       interest, payable $15,000 per month               195,000            --
                                                                         
     Advances from a non-related party                                   
       that the Company expects to convert                               
       to a note payable with a term of at                               
       least one year                                    265,000            --
                                                                         
                                                   -------------   -------------
       Total Notes Payable and Advances            $     660,657   $     402,657
                                                   -------------   -------------
                                                                 
     The holders of the July and August 2005 notes have a UCC-1 lien against the
     Company's assets.

     The $228,290 and $171,710 notes payable are  convertible at any time before
     the  maturity  date  into the  Company's  common  stock at the rate of five
     shares of common stock for each dollar of loan amount plus accrued interest
     through the date of conversion.


8.   Income Tax

     The Company  accounts for income taxes under the provisions of Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". This
     standard   requires,   among  other  things,   recognition  of  future  tax
     consequences,  measured  by enacted tax rates  attributable  to taxable and
     deductible temporary differences between financial statement and income tax
     bases of assets and liabilities. Valuation allowances are established, when
     necessary,  to reduce  deferred  tax  assets to the amount  expected  to be
     realized.  Income  tax  expense is the tax  payable  for the period and the
     change during the period in the deferred tax asset and liability.


     Temporary  differences between the financial statement carrying amounts and
     tax  basis of  assets  and  liabilities  did not give  rise to  significant
     portions of deferred taxes at March 31, 2005 and 2004.

     The (provision) benefit for income tax consist of the following:

                                March 31,          September 30,
                                  2005                  2004
                             -------------         -------------
                Current      $           0         $           0
                Deferred                 0                     0
                             -------------         -------------
                             $           0         $           0
                             =============         =============
                                                    




                                       13


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)



8. Income Tax - continued

     The Company's utilization of any tax loss carryforward available to it will
     be  significantly  limited under Internal  Revenue Code Section 382, if not
     totally, by recent stock issuances and changes in control.  The Company has
     established  a 100%  valuation  allowance  until such time as it is decided
     that any tax loss  carryforwards  might be  available  to it.  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.  For the year ended September 30, 2004, the Valuation  Allowance
     increased by approximately $1,100,000.

9.  Capital Stock

     In May 2002,  the Company  issued  16,000,000  (800,000  after the 1 for 20
     reverse)  shares  to  Urban  Television   Network   Corporation,   a  Texas
     corporation for asset purchase of network assets -See footnote 1.

     In September  2002,  the Company  issued  100,000 (5,000 after the 1 for 20
     reverse) 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, which the Company valued at $82,500.

     On February 7, 2003,  the Company  entered into an Exchange  Agreement with
     the majority shareholders of Urban Television Network Corporation,  a Texas
     corporation  (Urban-Texas).  The  Company  acquired  90% of the  issued and
     outstanding capital stock of Urban-Texas in return for 13,248,000 shares of
     the Company's common stock - See footnote 1.

     In May 2003,  the Company issued  5,075,000  shares of its common stock for
     consulting Services, which the Company valued at $253,750.

     In June 2003, the Company issued 1,900,000 of its common stock for employee
     compensation,  consulting  services and legal  services,  which the Company
     valued at $475,000 under the Plan.

     During the period ended  September 30, 2003, the Company  issued  1,957,300
     shares of its common  stock to Bridge  Loan  Lenders who elected to convert
     $978,650 of bridge  loans to common  stock at the rate of 2 shares for each
     dollar of bridge loan converted.

     The  accompanying  financial  statements  have been restated to reflect the
     Reverse of 1 for 20 stock split.

     On October 30, 2003, the Company completed a stock  subscription  agreement
     with Wright  Entertainment,  LLC, a Nevada limited liability  company.  The
     Company sold Fourteen Million  (14,000,000) common shares for Seven Million
     ($7,000,000)  Dollars or Fifty ($0.50) Cents per share.  The stock sale was
     structured as an installment stock sale. The terms of the stock sale are as
     follows: $500,000 down, the $6,500,000 balance payable on a promissory note
     at $875,000  Dollars  quarterly,  including  6%  interest on the  declining
     balance.  A portion ($200,000) of the $500,000 down payment was achieved by
     one of the Company's lenders forgiving  $198,515 of advances due the lender
     and $1,485 of accrued on a note  payable to the lender.  In December  2004,
     this subscription  agreement was terminated by mutual agreement between the
     Company  and  Wright  Entertainment  LLC  as  well  as the  termination  of
     4,000,000 shares that has been issued to Wright  Entertainment  and were to
     be vested to Wright Entertainment upon the full payment of the subscription
     agreement.



                                       14



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)


9.   Capital Stock - continued

     In October 2003,  the Company issued 100,000 shares of its common stock for
     services rendered, which the Company valued at $60,000.

     In October 2003,  the Company  issued 100,000 shares of its common stock to
     management for services, which the Company valued at $25,000.00.

     In October 2003,  the Company  issued 120,000 shares of its common stock as
     part of the purchase of videoing and production equipment.  The shares were
     valued at $30,000 in the purchase.

     In April 2004, the Company issued  8,300,000  shares of its common stock to
     management,  directors and advisory board members for management  services,
     which the Company valued at $2,075,000.

     In April 2004, the Company issued  7,167,000 shares of its common stock for
     legal services,  strategic planning  services,  financial planning services
     and technology consulting services, which the Company valued at $1,791,750.

     In April 2004, the Company issued 15,000 shares of its common stock in lieu
     payments due on a television  station  lease  agreement,  which the Company
     valued at $19,500.

     In July 2004,  the Company issued  1,000,000  shares of its common stock to
     directors, which the Company valued at $100,000.

     In August 2004, the Company issued  2,900,000 shares of its common stock to
     employees,  directors and advisory board members for  management  services,
     which the Company valued at $290,000.

     In August 2004,  the Company  issued  100,000 shares of its common stock in
     lieu  Payments  due on a  television  station  lease  agreement,  which the
     Company valued at $9,000.

     In September 2004, the Company issued  1,506,000 shares of its common stock
     for services rendered, which the Company valued at $301,200.

     During the period ended  September 30, 2004, the Company  issued  4,135,441
     shares of its common  stock to Bridge  Loan  Lenders who elected to convert
     $1,852,648 of bridge loans to common stock at an average  conversion  price
     of $.447 per share.

     During the six months ended March 31, 2005,  the Company  issued  6,158,202
     shares of its common  stock to Bridge  Loan  Lenders who elected to convert
     $708,550 of bridge loans to common stock at an average  conversion price of
     $.115 per share.

     In October 2004,  the Company  issued 600,000 shares of its common stock to
     Directors, which the Company valued at $60,000.

     In October 2004,  the Company  issued 100,000 shares of its common stock in
     Lieu of payments due on a television  station  lease  agreement,  which the
     Company valued at $18,000.

     In October 2004,  the Company  issued 500,000 share of its common stock for
     for services rendered, which the Company valued at $50,000.

     In December 2004, the Company issued  1,000,000  shares of its common stock
     to Wright Entertainment,  LLC as part of the Definitive Agreement discussed
     in Footnote 6, which the Company valued at $200,000.



                                       15


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)


9.   Capital Stock - continued

     On December 13, 2004, we entered into a definitive agreement with World One
     Media Group, Inc., a Nevada  corporation.  The definitive  agreement called
     for  World  One  to  purchase  70,000,000   restricted  common  shares  for
     $7,000,000.  The subscription agreement signed on December 23, 2004 set the
     terms of the  installment  purchase at $100,000  being paid on December 23,
     2004 and with a promissory  note bearing no interest being executed for the
     remaining  $6,900,000  and being paid at the rate of $150,000 every 45 days
     beginning on January 31, 2005 until  promissory note has been paid in full.
     All the shares are pledged as collateral for the  promissory  note and will
     be physically held by the Company.  Additionally,  World One will be issued
     warrants  for  30,000,000  (reduced by mutual  agreement  from the original
     80,000,000  warrant)  shares of common stock that can be exercised for $.01
     per share at any time after the Company's  stock price has maintained a $10
     bid price for 20 consecutive  trading days. The total warrants  exercisable
     will be subject the available authorized and unissued shares of the Company
     at the time of exercise.

     As part of the definitive  agreement,  Wright  Entertainment  LLC which had
     previously  entered  into a stock  subscription  agreement  for  14,000,000
     shares agreed to the termination and  cancellation of that agreement by the
     Company and further agreed to the termination and cancellation of 4,000,000
     shares that had been issued in Wright  Entertainment LLC's name and were to
     be vested  when  Wright  Entertainment  LLC  completed  the payment for its
     subscription  agreement.  The definitive agreement calls for the Company to
     pay Wright Entertainment LLC, owned by Lonnie G. Wright,  $300,000 ($60,000
     at the signing and $15,000 per month for sixteen months  beginning  January
     15,  2005) and  issue  Wright  Entertainment  LLC  1,000,000  shares of the
     Company's restricted common stock.

     In January 2005,  the Company issued  5,000,000  shares of its common stock
     for  management  services  to an officer  and  director,  which the Company
     valued at $500,000.

     In February 2005, the Company issued  1,000,000  shares of its common stock
     to a bridge loan holder who converted a $200,000 bridge loan at the rate of
     5 shares for each $1.00 of bridge loan.

     In March 2005,  the Company  issued  200,000  shares of its common stock in
     lieu of payments due on a television  station  lease  agreement,  which the
     Company valued at $24,000.

     In March 2005,  the Company  issued  200,000 shares of its common stock for
     marketing and sales services to be provided by an outside consulting firm.

     Non-Qualified Stock Grant and Option Plan

     The Company is authorized  to issue up to 6,800,000  shares of common stock
     under its 2003  Non-Qualified  Stock  Grant and  Option  Plan (the  "Plan")
     through an S-8 registration,  as amended. This Plan is intended to serve as
     an  incentive  to and to encourage  stock  ownership by certain  directors,
     officers,  employees  of  and  certain  persons  rendering  service  to the
     Company, so that they may acquire or increase their proprietary interest in
     the  success  of the  Company,  and to  encourage  them  to  remain  in the
     Company's service.  During the period ended September 30, 2003, the Company
     distributed 1,900,000 of the shares through grants. During the period ended
     September 30, 2004, the Company distributed 1,606,000 of the shares through
     grants.  During the six month  period  ended  March 31,  2005,  the Company
     distributed 200,000 of the shares through grants

10.  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 March 31, 2005.

                                       16



                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)



11.  Commitments and Contingencies

     Satellite Transponder Lease

     The Company entered into a Satellite  space segment service  agreement with
     Loral  Skynet ( now  Intelsat,  Inc.)  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, 2005 and 2004,  the
     amount expensed were $108,258 and $108,258, respectively.

     Future  lease  payments due during the term of the lease ending on November
     21, 2005 will equal $144,344 and be due as follows:

                  Year ended September 30, 2004            $108,258
                  Year ended September 30, 2006            $ 36,086


     Signal Uplink Lease

     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,  2005 and 2004,  the amount  expensed  for
     Uplink services were $48,000, respectively.

     Future  lease  payments due during the term of the lease ending on November
     21, 2005 will equal $64,000 and be due as follows:

                  Year ended September 30, 2005            $48,000
                  Year ended September 30, 2006            $16,000


     Station Lease

     The Company entered into a station programming  agreement for Channel 19 in
     Oklahoma City beginning October 1, 2003 for a period of five years. For the
     six months ended March 31, 2005 and 2004, the amounts expensed were $42,000
     and $15,000, respectively.

     Future lease payments due during the term of the lease ending September 30,
     2008 will equal $295,200 and be due as follows:

                  Year ended September 30, 2005            $36,000
                  Year ended September 30, 2006            $79,200
                  Year ended September 30, 2007            $86,400
                  Year ended September 30, 2008            $93,600


     Facilities Space Lease

     The Company  entered  into a lease for office space on March 15, 2002 for a
     period of three years ending on March 31, 2005. The Company  entered into a
     lease for office and uplink space on March 1, 2004 for a period of one year
     ending on February  28, 2005 a the rate of $2,330 per month.  The lease was
     renewed through  February 28, 2006 at the rate of $2,363 per month. For the
     six months  ended March 31, 2005 and 2004,  the amount  expensed for office
     space lease was $13,980 and $16,546, respectively.

     Employment Agreements

     Mr. Randy Moseley is employed pursuant to a five-year  employment agreement
     that commenced on October 2, 2002. The agreement provides for a base annual
     salary equal to $200,000 and a possible  annual cash bonus as determined by
     the Board of Directors and/or the Compensation  Committee. In October 2003,
     the  employment  agreement  of Randy  Moseley  was amended to allow for the
     naming of a new President and Chief Executive Officer for the Company.  Mr.
     Moseley



                                       17


                      Urban Television Network Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (UNAUDITED)


11.  Commitments and Contingencies - continued

     accepted  the  Officer  Position  of  Executive  Vice  President  and Chief
     Financial  Officer and agreed to defer the payment of salary for the period
     from October 2, 2002 to September  30, 2003 with this  deferred  year being
     added to the end of the original  term to make the term of the contract end
     on September 30, 2008. During the six months ended March 31, 2004,  $56,000
     of Mr. Moseley's  compensation was accrued as a payable.  At March 31, 2005
     and September  30, 2004, a total of $206,000 and $150,000 of Mr.  Moseley's
     annual compensation was accrued as a payable.

     Mr. Stanley Woods is employed pursuant to a three-year employment Agreement
     that commenced on October 2, 2002. The agreement provides for a base annual
     salary equal to $50,000 and a possible  annual cash bonus as  determined by
     the Board of Directors  and/or the  Compensation  Committee.  Mr. Woods was
     issued  200,000 shares of common stock in 2003 in lieu of his annual salary
     for the period ended September 30, 2003.

     In June of 2004, the Company was granted a motion for default  judgment and
     entry of permanent  injunction against a former independent  contractor and
     his  companies.  The default  judgment is for  $1,575,850 and the permanent
     injunction is against the defendants,  their officers,  agents,  employees,
     and all persons acting in concert with them.  The  defendants  were further
     enjoined from  contacting the  directors,  officers,  agents,  consultants,
     servants,  and employees of the Company.  The Company has made the decision
     not to record the default  judgment as an asset until at such time as it is
     confident that asset value can be recovered from the defendants.

     In August  of 2004,  the  Company  settled  a  lawsuit  brought  by Three F
     Productions,  Inc.  vs.  Pacific  Family  Entertainment  LLC, et al.  which
     included the Company as a defendant  as the result of the Company  airing a
     program that Pacific  Family  Entertainment  had  represented as having the
     copyright  and rights to air.  The  settlement  amount for the  Company was
     $50,000 to be paid at the rate of $5,000 per month  beginning  September 1,
     2004. At March 31, 2005, the Company owed $15,000 on the settlement amount.

12.  Going Concern

     The Company has suffered recurring losses from operations and has a deficit
     in both working capital and stockholders'  equity. 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 operating cash flows, the
     sale of its equity securities,  or debt securities.  Subsequent to year end
     the Company has raised  additional  capital of approximately  $508,541 from
     bridge loans, that were subsequently converted to common stock, $265,000 in
     other  advances  to the  Company  and  $400,000  from World One towards the
     payment on its stock subscription agreement.







                                       18



Item  2.    Management's Discussion and Analysis or Plan of Operation.


This  Form  10-QSB  contains   statements   that   constitute   "forward-looking
statements."  These  forward-looking  statements can be identified by the use of
predictive,  future-tense or  forward-looking  terminology,  such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These  statements  appear  in a number  of places  in this  report  and  include
statements regarding the intent,  belief or current expectations of the Company,
its directors or its officers  with respect to, among other  things:  (i) trends
affecting the  Company's  financial  condition or results of operations  for its
limited history;  (ii) the Company's business and growth  strategies;  (iii) the
Internet  and  Internet  commerce;  and,  (iv) the  Company's  financing  plans.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected in the forward-  looking  statements  as a result of various  factors.
Factors that could  adversely  affect actual  results and  performance  include,
among  others,  the  Company's  limited  operating  history,  dependence  on key
management, financing requirements,  government regulation, technological change
and competition.  Consequently,  all of the  forward-looking  statements made in
this Form 10-QSB are qualified by these  cautionary  statements and there can be
no assurance that the actual results or developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

Readers are urged to carefully review and consider the various  disclosures made
by us in this Quarterly Report on Form 10-QSB and our Form 10-KSB for the period
ended  September  30, 2004 and our other  filings with the U.S.  Securities  and
Exchange  Commission.  These  reports and filings  attempt to advise  interested
parties  of the  risks and  factors  that may  affect  our  business,  financial
condition  and  results  of  operations  and  prospects.   The   forward-looking
statements  made in this Form  10-QSB  speak  only as of the date  hereof and we
disclaim any  obligation  to provide  updates,  revisions or  amendments  to any
forward-looking  statements  to reflect  changes in our  expectations  or future
events.

Background

Urban Television  Network  Corporation  (the "Company")  formerly known as Waste
Conversion Systems,  Inc. was incorporated under the laws of the state of Nevada
On October 21,  1986.  The  principal  office of the  corporation  is 2707 South
Cooper, Suite 119, Arlington, Texas 76015.

In January 2002, the Company underwent a change of control with the directors of
the Company  appointing the directors and officers of Urban  Television  Network
Corporation,  a  Texas  corporation,  (Urban-Texas)  as the  new  directors  and
officers of the Company, and at the same time resigning their board positions.

On May 1, 2002,  the Company  entered  into an  agreement  with  Urban-Texas  to
acquire  the rights to the  Urban-Texas  affiliate  network  signal  space which
included  the  assignment  of  the  Urban-Texas   broadcast  television  station
affiliates for 16,000,0000  shares of common stock,  which became 800,000 shares
after the 1 for 20 reverse split in November 2002.

On February 7, 2003, the Company  entered into a Stock  Exchange  Agreement with
the majority  shareholders  of Urban-Texas to acquire  approximately  90% of the
issued and  outstanding  capital stock of Urban-Texas  (13,248,000 of 14,759,000
shares) in  exchange  for the  Company's  issuance of  13,248,000  shares of its
authorized but unissued common stock,  $.0001 par value (the "Exchange Shares"),
to the majority  shareholders of Urban-Texas.  The remaining 10% was contributed
to the Company in June of 2003.

Urban-Texas  is  considered  the  accounting  acquirer,   and  the  accompanying
financial  statements  include the operations of  Urban-Texas  from the earliest
period  presented.  The May 2002 and February 2003 transactions with the Company
are presented as a recapitalization of Urban-Texas.



                                       19



The consideration  exchanged in Stock Exchange  Agreement was negotiated between
the Company and Urban-Texas in a transaction with management.  The management of
the Company and Urban- Texas,  were the same  individuals.  The transaction does
not represent an arms-length transaction.

On October 30, 2003, the Company completed a stock  subscription  agreement with
Wright Entertainment,  LLC, a Nevada limited liability company,  whose owner and
managing  director is Lonnie G. Wright,  Chairman and Chief Executive Officer of
the  Company.  Wright  Entertainment,  LLC entered  into the stock  subscription
agreement  for Fourteen  Million  (14,000,000)  common  shares for Seven Million
($7,000,000)  Dollars  or Fifty  ($0.50)  Cents per  share.  The stock  sale was
structured  as an  installment  stock  sale.  The terms of the stock sale are as
follows:  $500,000 down, the $6,500,000  balance payable on a promissory note at
$875,000 Dollars  quarterly,  including 6% interest on the declining  balance. A
portion  ($200,000)  of the $500,000  down  payment was  satisfied by one of the
Company's  lenders  forgiving  $198,515 of advances due the lender and $1,485 of
accrued  interest  on a note  payable to the  lender.  In  December  2004,  this
subscription  agreement was terminated by mutual  agreement  between the Company
and Wright Entertainment LLC as well as the termination of 4,000,000 shares that
has been  issued  to  Wright  Entertainment  and  were to be  vested  to  Wright
Entertainment upon the full payment of the subscription agreement.

On December 13, 2004,  we entered  into a  definitive  agreement  with World One
Media Group,  Inc., a Nevada  corporation.  The definitive  agreement called for
World One to purchase  70,000,000  restricted common shares for $7,000,000.  The
subscription  agreement  signed  on  December  23,  2004  set the  terms  of the
installment  purchase  at $100,000  being paid on  December  23, 2004 and with a
promissory note bearing no interest being executed for the remaining  $6,900,000
and being paid at the rate of $150,000  every 45 days  beginning  on January 31,
2005 until  promissory note has been paid in full. All the shares are pledged as
collateral for the promissory  note and will be physically  held by the Company.
Additionally,  World One will be issued  warrants  for  30,000,000  (reduced  by
mutual agreement from the original  80,000,000  warrants) shares of common stock
that can be exercised for $.01 per share at any time after the  Company's  stock
price has maintained a $10 bid price for 20 consecutive  trading days. The total
warrants  exercisable  will be subject the  available  authorized  and  unissued
shares of the Company at the time of exercise.

As  part  of the  definitive  agreement,  Wright  Entertainment  LLC  which  had
previously  entered into a stock  subscription  agreement for 14,000,000  shares
agreed to the termination and  cancellation of that agreement by the Company and
further agreed to the termination and  cancellation of 4,000,000 shares that had
been issued in Wright Entertainment LLC's name and were to be vested when Wright
Entertainment  LLC completed  the payment for its  subscription  agreement.  The
definitive  agreement  calls for the  Company to pay Wright  Entertainment  LLC,
owned by Lonnie G.  Wright,  $300,000  ($60,000  at the  signing and $15,000 per
month  for  sixteen  months  beginning   January  15,  2005)  and  issue  Wright
Entertainment LLC 1,000,000 shares of the Company's restricted common stock.

The Company is engaged in the business of supplying  programming  to independent
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.

The  Company  acquired  a  television   network  affiliate  base  from  Hispanic
Television  Network,  Inc. (HTVN).  This television network provides  television
programming   serving   ethnic   minority    programming    interests   of   the
African-American  population  across the United  States.  The network  presently
includes  approximately 72 broadcast  television  station  affiliates in various
parts of the country.

We are  targeting  the  minority  markets,  primarily  the African  American and
Hispanic   Markets,   because  we  believe  that  they  present  vast  marketing
opportunities  and that  are  currently  under-served  by our  competition.  The
African American market,  composes approximately 13% of the U.S. population with
a spending  power in excess of $600  billion.  The Hispanic  population  is also
approximately  13% of the U.S.  total  with a  spending  power also in the $600+
billion range. With few competitors in broadcast television that are exclusively
devoted  to  programming  to the  minority  markets,  we  feel  that  there  are
attractive  opportunities  to  provide a  quality  broadcasting  service  to the
African  American  and  Hispanic  (especially  bi-lingual  and English  speaking
Hispanic programming)  populations that together make up in excess of 25% of the
U.S. population.


                                       20


On July 10,  2004,  the Company  received a  certificate  from  Nevada  Minority
Business Council,  an affiliate of the National  Minority  Supplier  Development
Council,  indicating that the Company  qualifies as a Minority Owned and Managed
Company,  which has met the certification  criteria  established by the National
Minority Supplier  Development Council. The certification was renewed for a year
On February 1, 2005.

Our financial  results depend on a number of factors,  including the strength of
the national economy and the local economies  served by our affiliate  stations,
total  advertising  dollars  dedicated  to the markets  served by our  affiliate
stations,  advertising  dollars  dedicated to the African  American and Hispanic
consumers  in the  markets  served  by our  affiliate  stations,  our  affiliate
stations' audience ratings,  our ability to provide interesting minority focused
programming,  local market competition from other television  stations and other
media, and government  regulations and policies,  such as the multiple ownership
rules, the ability of Class A affiliate stations to be considered must carry for
cable systems to increase  their  distribution  and the deadlines for television
stations converting to digital signals.

Management  is  implementing  a  revenue  generation  plan that  includes  local
advertising sales, for company operated stations,  securing network  advertising
at the best available  rate,  uplinking  other parties signals to the satellite,
plus  implementing a Technology plan to assist its affiliates with sale of their
local  advertising  time.  Management  intends to  increase  rates as  affiliate
stations are added to the network. The implementation of this comprehensive plan
is expected to have a positive  affect upon sales  revenues.  In  addition,  the
Company has added a focus to secure  carriage  agreements with cable and digital
distribution companies.

Revenues

Our primary source of revenue is the sale of advertising and programming time on
our network and local  stations.  Our  revenues  are  affected  primarily by the
advertising  rates  that  we  are  able  to  charge  for  national   advertising
commercials on the Urban TV network and that the  television  stations we manage
on a  local  basis  are  able  to  charge  as well  as the  overall  demand  for
African-American and Hispanic television  advertising time. Advertising rates in
general are determined primarily by:

     o    the markets covered by broadcast television affiliates,

     o    the number of competing  African-American  television  stations in the
          same market as our affiliate stations,

     o    the television  audience share in the  demographic  groups targeted by
          advertisers, and

     o    the supply and demand for African-American advertising time.

Seasonal  fluctuations  are also common to the  broadcast  industry  and are due
primarily to  fluctuations  in  advertising  expenditures  by national and local
advertisers.  The first calendar quarter typically produces the lowest broadcast
revenues  for  the  year  because  of  the  normal  post-holiday   decreases  in
advertising.

Currently most of our network  advertising  has been sold to direct response and
per inquiry advertisers.  Going forward, we plan to deploy a network advertising
team  consisting of account  executives that will solicit  advertising  directly
from  national  advertisers  as well as  soliciting  advertising  from  national
advertising agencies. Locally managed stations will also have account executives
that will solicit local and national  advertising  directly from advertisers and
from advertising agencies in the local markets.

We market our advertising time on the Urban Television network to:

     o    Advertising agencies and independent advertisers. We market commercial
          time to advertising agencies and independent advertisers. The monetary
          value of this time is based  upon the  estimated  size of the  viewing
          audience;  the larger the audience, the more we are able to charge for
          the advertising time.



                                       21




          To  measure  the size of a viewing  audience,  networks  and  stations
          generally subscribe to nationally recognized rating services,  such as
          Nielsen.  We do not  currently  have the resources to subscribe to the
          Nielsen  service  and this  hinders  our ability to attract the larger
          advertising  clients.   Currently,  a  number  of  Urban  Television's
          affiliate  stations  are  located in the smaller  market  areas of the
          country,  which is also not as  desirable  to the  larger  advertising
          clients.   Our  goal  is  to  enter  into  affiliate  agreements  with
          television  stations  located  in the  top  demographic  market  areas
          (ideally  stations  that are already on a cable  system),  which would
          give us the ability to justify the cost of Nielsen  ratings that would
          in turn justify charging higher rates for our advertising time.

     o    Affiliate  Stations.   In  exchange  for  providing   programming  and
          advertising time to our affiliate stations, we retain advertising time
          and gain access to the affiliate  stations' markets.  In a traditional
          broadcasting contract, an affiliate station would retain all available
          advertising time, which it would then sell to outside advertisers, and
          the network would receive a fee from the affiliate  station.  However,
          we believe that with a network such as ours that currently is composed
          primarily of small independent low power stations that cannot afford a
          significant  affiliation  fee,  we will have the  ability to  generate
          larger revenues over time by taking half of the affiliates advertising
          time,  aggregating a number of the affiliate stations and accumulating
          a large household  coverage base. This household coverage base of over
          the air  broadcast  television  stations  (which a portion  will be on
          local  cable in their  local  markets)  can then be used to market the
          retained commercial time to outside  advertisers.  Advertising time is
          generally a  component  of the  programming  contract  with  affiliate
          stations.  As a result,  our  advertising  spots are inserted into the
          programs that go to the affiliates and we do have to separately market
          the advertising time to our affiliate stations.

     o    Program   Owners:   In  exchange  for   licensing   rights  to  select
          programming,   the  program   owner  retains  half  of  the  available
          advertising  time in each  program and we as the network get the other
          half of the available  advertising  time in each program.  The program
          owner is then able to sell the advertising  time he retains to outside
          parties.  We obtain  programming by contracting with program owners at
          the annual  National  Association  of  Television  Program  Executives
          convention and by contracting  with program owners who during the year
          are  looking for  distributions  sources.  In the  future,  to acquire
          certain  exclusive,  original  or  first-run  usage and  licenses  for
          programming, we may be required to incur upfront programming expenses.

Expenses

Our most  significant  expenses are  satellite  and uplink  transmission  costs,
master control costs,  technology expenses,  employee compensation,  advertising
and promotional  expenses,  and production and programming  expenses.  In cases,
where  we may in the  future  incur  upfront  programming  expenses  to  procure
exclusive programming usages and licenses, upfront payments will, in most cases,
be amortized over the applicable  contract term. Until cash flow permits,  we do
not expect to acquire exclusive  programming usages and licenses that require up
front costs.  We will maintain  tight  controls  over our operating  expenses by
contracting master control and centralizing network programming,  finance, human
resources and management  information  system  functions.  Depreciation of fixed
assets and  amortization of costs  associated with the acquisition of additional
stations are also significant elements in determining our total expense level.

As a result of attracting key officers and personnel to Urban Television, we may
offer stock grants or options as an alternate form of compensation. In the event
that the strike  price of the stock option is less than the fair market value of
the stock on the date of grant, any difference will be amortized as compensation
expense over the vesting period of the stock options.




                                       22


Our monthly  operating  expense level may vary from month to month due primarily
to the timing of significant  advertising and promotion expenses.  We will incur
significant  advertising  and promotion  expenses  associated with the growth of
Urban  Television  and with the  establishment  of our  presence  in new markets
associated  with any new  station  lease or  acquisition  agreements.  Increased
advertising  revenue associated with these advertising and promotional  expenses
will typically lag behind the incurrence of these expenses.

Advertising and Program Time Sales

The  majority  of  all  revenues  generated  come  from  the  sale  of  national
advertising  spots and program time slots and from advertising spots and program
time slots on managed local television stations.

Network  Advertising.  All  operated  stations  as  well  as  affiliates  have a
percentage of available  commercial  time  dedicated for  "network"  sales.  The
commercials  sold on the network are broadcast  simultaneously  and aired in the
affiliate markets that are at that time airing the network's programming.

National Spot  Advertising.  National  advertisers  have the  opportunity to buy
"spot"  advertising in specific markets.  For example,  an advertising agency in
New York would could use spot  advertising to purchase  commercials in Dallas or
Oklahoma City.

Currently the Company generates its Network and National spot advertising sales.
The Company's plan is to have the yet to be established  sales personnel located
in all major markets that have a large  concentration  of  advertising  agencies
targeting the  African-American  market. The sales of our local spot advertising
would them be generated by these local sales staff  personnel  placed at each of
our television stations.

Local Spot Advertising.  Advertising agencies and businesses located in specific
markets will buy commercial air-time in their respective market. This commercial
time will be sold in the market by a local sales force or as a specific buy from
a national client.  Local spot  advertising  also includes event  marketing.  In
conjunction with a spot buy, the station incorporates events that may be held on
the premise of a business or  advertiser  for the purpose of driving  traffic to
that place of business.

Program Time Sales. Also known as long-form programs are sold on the network and
on locally managed stations to companies wanting to purchase the television time
and air their own programs.


Results of Operations

Urban Television  Network  Corporation - Historical  Results for the three month
and six month periods ended March 31, 2005 and 2004.

REVENUES.   Revenues  are  primarily  derived  from  sales  of  advertising  and
programming  time.  Revenues for the three months and six months ended March 31,
2005 were  $70,117  and  $170,133  compared to $31,196 and $57,167 for the three
months and six month periods  ended March 31, 2004.  The increase in revenues of
$38,921 and $112,966 for the three and six months  periods  ended March 31, 2005
is primarily  attributable to increased  revenues from sales of program time and
advertising  spots.  The  Company is still in the  process of  implementing  its
revenue  generation  plan that includes  local  advertising  sales,  for company
operated  stations,  securing  network  advertising at the best available  rate,
uplinking other parties signals to the satellite, plus implementing a technology
plan to assist its affiliates with sale of their local advertising time.

The  operations are still in the growth stages and the Company is dependent upon
working capital derived from  management,  significant  shareholders and private
investors to provide sufficient working capital. There is no assurance, however,
that the Company will be able to generate the  necessary  working  capital needs
from these sources.


                                       23


OPERATING  RESULTS.  For the three  months  ended  March  31,  2005 and 2004 the
Company had operating cost of $313,589 and $311,708,  respectively.  For the six
months ended March 31, 2005 and 2004, the Company had operating cost of $621,993
and $628,661,  respectively.  The major components of cost of operations for the
three month and six month periods ended March 31, 2005 and 2004 were as follows:


                                        Three months ended    Six months ended  
                                       -------------------   -------------------
                                         2005       2004       2005       2004
                                       --------   --------   --------   --------
                                       
Satellite and uplink services          $ 80,109   $107,891   $160,218   $186,020
Master control and production            64,334     60,653    119,734    169,306
Affiliate relations                       8,400      5,850     15,200      8,550
Programming cost                         27,782     19,600     48,782     37,800
Operations of stations                   94,909     90,843    184,024    171,137
Technology expenses                      38,055     26,871     94,035     55,848
                                       --------   --------   --------   --------
   Total                               $313,589   $311,708   $621,993   $628,661
                                       --------   --------   --------   --------
                                


The cost of  satellite  and uplink  services  decreased  by $27,782 in the three
months  ended March 31, 2005 as compared to 2004  primarily as the result of the
Company  reducing its facilities  costs by moving its master control  facilities
from the Verestar uplink facilities to its own facilities in Arlington, Texas in
April of 2004.

The cost of satellite and uplink services decreased by $25,802 in the six months
ended March 31, 2005 as compared to 2004  primarily as the result of the Company
reducing its facilities  costs by moving its master control  facilities from the
Verestar uplink facilities to its own facilities in Arlington, Texas in April of
2004.

The cost of master  control  and  production  decreased  by $49,572  for the six
months  ended  March  31,  2005 as  compared  to 2004  primarily  as the  result
reduction  in in  expenses  by moving its  master  control  facilities  from the
Verestar uplink facilities to its own facilities in Arlington, Texas in April of
2004 and moving from a tape based system to a digital system.

Affiliate  relations  costs increased for the six months ended March 31, 2005 as
compared  to 2004  primarily  as the result of adding  additional  personnel  to
manage the networks television affiliates.

Programming  costs increased for the six months ended March 31, 2005 as compared
to 2004  primarily  as the result of adding  additional  personnel  to work with
program suppliers and develop original programming for the Company.

The costs of operations  for stations  increased by $12,887 for six months ended
March 31,  2004 as  compared to 2003  primarily  as the result of the  increased
monthly lease costs of the Oklahoma City station.

The  technology  expenses  increased by $11,184 for the three months ended March
31, 2004 as compared to 2003 due primarily to $18,000 of  technology  consulting
expenses being expensed to technology development rather than master control.

The technology  expenses increased by $38,187 for the six months ended March 31,
2004 as  compared  to 2003 due  primarily  to $34,750 of  technology  consulting
expenses being expensed to technology development rather than master control.

Administration  expenses of $1,034,129 for the three months ended March 31, 2005
increased by $787,790 or 320% over the  administrative  expenses of $246,339 for
the three months ended March 31, 2004.

Administration  expenses of  $1,633,528  for the six months ended March 31, 2005
increased by $1,098,816 or 205% over the administrative expenses of $534,712 for
the six months ended March 2004.



                                       24



Following is a comparative  of the major expense  categories for the three month
and six month periods ending March 31, 2005 and 2004.


                                  Three months ended        Six months ended
                               -----------------------   -----------------------
                                  2005         2004         2005         2004
                               ----------   ----------   ----------   ----------


Administration cost            $   90,500   $   55,000   $  142,500   $   83,000
Stock based compensation          520,000         --        696,000       50,000
Consulting                          5,000       21,895       28,189       55,897
Las Vegas office                  287,500       30,700      473,129       46,200
Commissions                         8,066        2,600       12,229        5,794
Travel, conventions                 8,399       38,419       22,493       82,540
Legal fees                         49,784       22,000      125,534       54,500
Accounting fees                     2,000        2,301       10,000       12,301
Public relations costs              2,460          500        2,460       10,230
Transfer Agent, permit fees         9,245        5,784       16,143       17,849
Rent and utilities expense         10,387       13,330       20,844       23,876
Internet costs                      2,447        6,371        7,359       13,051
Supplies - digital operations      14,713       20,269       21,224       28,809
Supplies                            2,745        4,512        3,793        8,002
Telephone                           7,664        6,610       32,339       13,575
Postage and shipping                2,803        1,679        4,105        4,671
Marketing,printing,promotions       4,131        5,348        4,931       18,341
Other                               6,285        9,021       10,256        6,076
                               ----------   ----------   ----------   ----------
          TOTAL                $1,034,129   $  246,339   $1,633,528   $  534,712
                               ----------   ----------   ----------   ----------


The increase in  administrative  costs is due to the Company  adding  additional
management in the current fiscal year.

Stock based  compensation  increased for the three and six months  periods ended
March 31, 2005 as compared to the same periods for 2004  primarily due to shares
being issued to new management ($500,000), board members ($110,000), consultants
($86,000)  and to  $140,000  to  Wright  Entertainment  LLC for  resigning  from
management and terminating its stock subscription agreement.

The decreases in consulting fees is due the Company  replacing  consultants with
additional management personnel.

The  increases  in expenses  associated  with the Las Vegas office is due to the
costs associated with the resignation and termination of the stock  subscription
agreement  by Lonnie G.  Wright  and  Wright  Entertainment  LLC.  These  direct
expenses  were  $287,500  for the three months ended March 31, 2005 and $447,500
for the six months ended March 31, 2005.  The $447,500 is made up of $307,500 in
cash and note payable and $140,000 value assigned to 1,200,000  shares of common
stock issued to Wright Entertainment LLC.

The increases in commissions  is attributed to the Company  increasing its sales
for the three and six month  periods  ending  March 31,  2205 as compared to the
same periods ending in 2004.

The  decreases in travel and  conventions  is related to the  Company's  reduced
travel  related  cost  associated  with the  minority  ownership no longer being
located in Las Vegas, Nevada.

The increases in legal expenses is due legal fees associated with the pursuit of
sources of capital  for the Company and with the  continued  legal  requirements
regarding permanent injunction obtained by the Company against Walter E. Morgan,
Jr.

The  decrease  in public  relations  for the six months  ended March 31, 2005 as
compared  to the six  months  ended  March 31,  2004 is due to the  $7,250  cost
associated  with a media event held in Las Vegas in November of 2004  announcing
the new minority ownership position of Wright Entertainment LLC.

Internet cost  decreased  during the three and six month periods ended March 31,
2005 is due to the  Company  securing  its own high speed  Internet  line at the
corporate offices, rather than contracting with an outsider provider.

The  decrease  in supplies - digital  operations  during the three and six month
periods  ended  March  31,  2005  due to the  Company's  beginning  in 2004  its
conversion from a tape digital based operations for its program insertions.



                                       25



The increase in telephone  related costs for the six months ended March 31, 2005
as  compared  to the six  months  ended  March  31,  2004 is due to the  Company
incurring a one time cost of $14,500 related to the  installation of video fiber
from the Arlington master control  facilities to the Verestar uplink  facilities
in De Soto, Texas and the monthly cost of the video fiber service.

The decrease  marketing,  printing and promotions for the six months ended March
31,  2005 as  compared  to the six  months  ended  March 31,  2004 is due to the
Company  developing  marketing  brochures and  sponsoring  events to promote the
network in 2004 that the Company has not incurred to date in 2005.

Operating Results:

The Company had  operating  losses for the three months ended March 31, 2005 and
2004 of  $1,300,539  and $545,569,  respectively.  The increase of $754,970 from
2005  to  2004 is due  primarily  to the  $787,790  increase  in  administrative
expenses as detailed  above and as can be observed is  primarily  related to the
$520,000  increase in stock based  compensation and to the $256,800  increase in
Las Vegas office expenses  resulting from the agreement with Lonnie G. Wright to
resign from the  Company and the  termination  of the Wright  Entertainment  LLC
stock purchase agreement.

The Company  had  operating  losses for the six months  ended March 31, 2005 and
2004 of $2,131,263 and $1,141,966,  respectively.  The increase of $989,297 from
2005 to 2004 is due  primarily  to the  $1,098,816  increase  in  administrative
expenses as detailed  above and as can be observed is  primarily  related to the
$646,000  increase in stock based  compensation and to the $426,929  increase in
Las Vegas office expenses  resulting from the agreement with Lonnie G. Wright to
resign from the  Company and the  termination  of the Wright  Entertainment  LLC
stock purchase agreement.

EARNINGS PER SHARE OF COMMON STOCK. Income (loss) per common share is calculated
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings  per Share." Basic Income (loss) per share is computed by dividing the
net income (loss) by the weighted  average number of common shares  outstanding.
Diluted  net  income  (loss) per share is  computed  similar to basic net income
(loss) per share, except that the denominator is increased to include the number
of additional  common shares that would have outstanding if the potential common
shares had been issued and if the additional common shares were dilutive.  Stock
options and warrants are anti-dilutive, and accordingly, are not included in the
calculation of income (loss) per share. The basic and diluted net loss per share
of common  stock was $0.01  and $0.01 for the three  months  March 31,  2005 and
2004, respectively. The basic and diluted net loss per share of common stock was
$0.02 and $0.03 for the six months March 31, 2005 and 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We  have  financed  our   operations   through  a  combination   of  loans  from
stockholders,  proceeds from convertible promissory notes and revenues generated
from operations.  The Company has incurred cumulative losses of $17,733,708 from
the inception of the Company through March 31, 2005.

Current  liabilities at March 31, 2005 were  $1,466,816  which exceeded  current
assets of $203,692 by $1,263,124.  The Company's cash position at March 31, 2005
was $195,932, a increase of $186,937 from the position at September 30, 2004. As
discussed  below,  the  Company's  ability to continue  its growth will  require
additional  funds from various  sources.  If adequate funds are not available on
acceptable  terms, our business,  results of operations and financial  condition
could be materially adversely affected.  In a worse case scenario, we would have
to scale back or cease  operations,  and we might not be able to remain a viable
entity.  Accrued compensation is the result of management deferring a portion of
their annual compensation until the Company has funds available. Deferred income
is the result of the Company  receiving  full payment for a year contract to air
programming,  which  amount  is  being  amortized  on a  monthly  basis  as  the
programming is aired.

Our continued growth, will require additional funds that may come from a variety
of  sources,  including  shareholder  loans,  equity  or  debt  issuances,  bank
borrowings and capital lease  financings.  We currently  intend to use any funds
raised  through these sources to fund various  aspects of our continued  growth,
including  funding our  working  capital  needs,  acquisition  of new  stations,
performing  digital  upgrades of  acquired  stations,  funding  key  programming
acquisitions,  performing station capital upgrades,  securing cable connections,
funding  master  control/   network   equipment   upgrades,   making   strategic
investments.




                                       26




The Company's  licensing  agreements with program  suppliers are generally for a
term of 13 to 52 weeks and are  cancelable by either party upon thirty (30) days
written notice.  These license  agreements  provide the Company with a source of
revenue by the Company's right to insert  commercial  spots during the programs.
The Company's  policy is to recognize the revenue  associated with these sources
of revenue at the time that it inserts the short-form  advertising spots or airs
the long-form program at the network or local level. As the Company continues to
grow,  it has been  entering  into new license  agreements  to replace  existing
licenses for programs  that do not fit into the Company's  business  model for a
minority focused  television  network.  The cancelable  feature of these license
agreements  could effect the  Company's  source of revenue  generation  should a
program be  cancelled  by a licensor  and the  Company not be able to replace it
within the 30 day notice of cancellation period.

We had net losses  $1,306,546  and $546,792 for the three months ended March 31,
2005 and 2004,  respectively  and $ 2,143,274 and  $1,145,071 for the six months
ended March, 31 2005 and 2004, respectively.  We expect these losses to continue
as we incur operating expenses in the growth of the Company's television network
and its  affiliate  base and  convert  them to an African  American  format.  We
currently  anticipate  that our  revenues  as well as cash from  financings  and
equity  sales will be  sufficient  to satisfy  operating  expenses by the end of
fiscal 2005. We may need to raise additional funds,  however.  If adequate funds
are not available on acceptable  terms, our business,  results of operations and
financial condition could be materially adversely affected.

RISK FACTORS

We are  subject to a high degree of risk as we are  considered  to be in unsound
financial  condition.  The  following  risks,  if any one or more occurs,  could
materially  harm  our  business,   financial  condition  or  future  results  of
operations, and the trading price of our common stock could decline. These risks
factors include, but are not limited to, our limited operating history,  history
of operating losses, the inability to obtain for additional capital, the failure
to  successfully  expand  our  operations,  the  competition  in the  television
industry from competitors with substantially  greater  resources,  the legal and
regulatory requirements and uncertainties related to our industry, the inability
to enter into strategic  partnerships  with major  advertisers,  the loss of key
personnel,  adverse economic conditions,  the control of our common stock by our
management, the classification of our common stock as "penny stock," the absence
of any right to  dividends,  the costs  associated  with the issuance of and the
rights granted to additional securities,  the unpredictability of the trading of
our common stock.

For a more  detailed  discussion  as to the risks  related  to Urban  Television
Network  Corporation,  our industry and our common stock, please see the section
entitled,  "Management's  Discussion  and  Analysis or Plan of  Operation - Risk
Factors," in our Annual Report on Form 10-KSB,  as filed with the Securities and
Exchange Commission on January 13, 2005.

Financing activities for the six months ended March 31, 2005 include:

     1) Issuance of common stock in lieu of cash payments  totaling $836,000 for
management and consulting services.

     2) Bridge loan  subscriptions of $508,541 for convertible bridge loans with
interest at the rate of six percent (6%) per annum with a consortium  of private
investors.  The bridge loan lenders have the option to convert  their loans into
common stock of the Company.  During the six months ended March 31, 2005, bridge
loan  lenders of $708,550  elected to convert  their  bridge  loan to  6,158,202
shares of common stock, which averaged of $.11 per shares.

     3) The Company  received  $400,000  cash as payments on the World One Media
Group, Inc.  subscription  agreement as discussed in Footnote 9 to the Financial
Statements and in Item 2 of this Quarterly Report

     4) The Company received  $265,000 cash as advances from a non-related party
that the Company  expects to convert to a note  payable  with a term of at least
one year

In addition,  common stock may also be issued for  conversion  or  settlement of
debt and/or payables for equity,  future  obligations  which may be satisfied by
the issuance of common shares,  and other  transactions and agreements which may
in the future  result in the issuance of  additional  common  shares.The  common
shares that the Company may issue in the future could significantly increase the
number of shares outstanding and could be extremely dilutive.


                                       27




Impact of Inflation

     Management  does not believe that general  inflation has had or will have a
material effect on operations.


Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations
are based on the  financial  statements,  which have been prepared in accordance
with generally accepted accounting principles. Note 1 of the Notes describes the
significant  accounting  policies  essential to the  financial  statements.  The
preparation of these financial  statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ materially from those estimates.

We believe the following to be critical accounting policies and estimates.  That
is,  they  are  both  important  to the  portrayal  of the  Company's  financial
condition  and results,  and they require  significant  management  judgment and
estimates about matters that are inherently  uncertain.  As a result of inherent
uncertainty,  there is a likelihood that materially  different  amounts would be
reported under different conditions or using different assumptions.  Although we
believe  that our  judgments  and  estimates  are  reasonable,  appropriate  and
correct, actual future results may differ materially from our estimates.

   Revenue Recognition

The Company's  sources of revenues  include the sale of short-term  national and
local spot advertising and long-form program time slots. The Company's policy is
to recognize  the revenue  associated  with these sources of revenue at the time
that it inserts the short-form  advertising  spots or airs the long-form program
at the network or local level.

   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 periods.  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.

   Stock Based Compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably  measurable.  The determined  value is recognized as an expense in
the accompanying consolidated statements of operations.

   Contingencies

In the normal course of business,  the Company is subject to certain  claims and
legal  proceedings.  The Company records an accrued  liability for these matters
when an adverse outcome is probable and the amount of the potential liability is
reasonably estimable.  The Company does not believe that the resolution of these
matters will have a material  effect upon its  financial  condition,  results of
operations, or cash flows for an interim or annual period.

   Recently Issued Accounting Pronouncements

Recently issued accounting  pronouncements  and their effect on us are discussed
in the notes to the  financial  statements  in our  September  30, 2004  audited
financial statements.

Other Events

   None


                                       28




Item 3.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this  Quarterly  Report for the  quarter
ended March 31, 2005, we carried out an evaluation,  under the  supervision  and
with the participation of our management,  including the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule 13a-4 of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  which
disclosure  controls  and  procedures  are  designed to insure that  information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act is recorded,  processed,  summarized and reported  within  required
time periods specified by the SEC's rules and forms.

Limitations on the Effectiveness of Controls

Our management  does not expect that our  disclosure  controls and procedures or
our internal  controls over  financial  reporting will prevent all error and all
fraud. A control system, no matter how well conceived and operated,  can provide
only  reasonable,  but not absolute,  assurance that the objectives of a control
system are met. Further,  any control system reflects  limitations on resources,
and the benefits of a control  system must be considered  relative to its costs.
Because of the inherent  limitations  in all control  systems,  no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud,  if any,  have been  detected.  These  inherent  limitations  include the
realities that judgments in  decision-making  can be faulty and that  breakdowns
can occur  because of simple  error or mistake.  Additionally,  controls  can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management  override of a control.  The design of a control system
is also based upon certain  assumptions  about the  likelihood of future events,
there can be no assurance  that any design will succeed in achieving  its stated
goals under all  potential  future  conditions;  over time,  controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
the  policies or  procedures  may  deteriorate.  Although  unlikely,  due to the
inherent  limitations in a cost-effective  control system,  misstatements due to
error or fraud may occur and may not be detected.

Conclusions

Based  on this  evaluation,  our  chief  executive  officer  and  our  president
concluded that,  subject to the limitations noted above and as of the evaluation
date,  our  disclosure  controls and procedures are effective to ensure that the
information  we are required to disclose in reports that we file or submit under
the  Exchange  Act is  recorded,  processed,  summarized,  and  reported in such
reports  within  the time  periods  specified  in the  Securities  and  Exchange
Commission's rules and forms.


(b) Changes in Internal Control.

Subsequent  to the date of such  evaluation  as  described in  subparagraph  (a)
above,  there were no  significant  changes in our  internal  controls  or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.


PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

The  Company  is a party to various  legal  actions  and  claims  arising in the
ordinary  course of its  business.  In the  Company's  opinion,  the Company has
adequate  legal  defenses for each of the actions and claims,  and believes that
their  ultimate  disposition  will not have a  material  adverse  effect  on the
Company's consolidated financial position, results of operations and liquidity.






                                       29



Item 2. Changes in Securities

Recent Sales of Unregistered Securities

During the quarter  ending  March 31,  2005,  the  Company  offered and sold the
following  securities  pursuant to  securities  transaction  exemption  from the
registration requirements of the Securities Act of 1933, as amended.

In January 2005,  the Company  issued  5,000,000  shares of its common stock for
management  services to an officer  and  director,  which the Company  valued at
$500,000.

In February 2005, the Company issued  1,000,000  shares of its common stock to a
bridge loan holder who converted a $200,000  bridge loan at the rate of 5 shares
for each $1.00 of bridge loan.

In March 2005,  the Company issued 200,000 shares of its common stock in lieu of
payments due on a television  station lease agreement,  which the Company valued
at $24,000.

In March  2005,  the  Company  issued  200,000  shares of its  common  stock for
marketing and sales services to be provided by an outside consulting firm, which
the Company valued at $20,000.

These  securities  that  have  been and will be issued  above  were  issued in a
private  transaction  pursuant to Section 4(2) of the Securities Act of 1933, as
amended,  (the "Securities  Act").  These convertible  securities 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 3. Defaults Upon Senior Securities.

        None

Item 4. Submission of Matters to a Vote of Security Holders.

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or Otherwise,  during the second  quarter of the fiscal
year covered by this report.

Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits

Exhibit No.   Description and Method of Filing
----------    --------------------------------

10.01*         Amended Subscription Agreement with Wright Entertainment, LLC.

31.1           Certification  by Chief  Executive  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002
               
31.2           Certification  by Chief  Financial  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  302  of  the
               Sarbanes-Oxley Act of 2002.
               
32.1           Certification  by Chief  Executive  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.
               
32.2           Certification  by Chief  Financial  Officer,  pursuant  to 18 USC
               Section   1350  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

* Filed with previous filing

     (b)  Reports on Form 8-K.

On February 28, 2005, the Company filed an 8K Report dealing with Item 5, titled
"Departure of Directors or Principal Officers; Election of Directors".


                                       30


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: May 13, 2005

Urban Television Network Corporation


By: /s/ Ajibike O. Akinkoye               By: /s/ Randy Moseley
   ------------------------------            -----------------------------------
   Ajibike O. Akinkoye                       Randy Moseley
   Title: Chief Executive Officer            Title: Executive Vice President/CFO

















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