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Urban Television Network Corp – ‘PREM14C’ for 11/13/14

On:  Thursday, 11/13/14, at 12:32pm ET   ·   For:  11/13/14   ·   Accession #:  806171-14-8   ·   File #:  33-58972

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  As Of                Filer                Filing    For·On·As Docs:Size

11/13/14  Urban Television Network Corp     PREM14C    11/13/14    3:104K

Preliminary Proxy Information Statement — Merger or Acquisition   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Schedule 14C Amendment to Change Company Name          5±    21K 
 2: EX-99       Exhibit Schedule 14C to Change Name                    2±     7K 
 3: EX-99       Exhibit Schedule 14C to Change Name --               PDF     66K 
                          urbtnamechangeamend11122014                            


PREM14C   —   Schedule 14C Amendment to Change Company Name
Document Table of Contents

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11st Page   -   Filing Submission
"Security Ownership of Certain Beneficial Owners and Management


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ SCHEDULE 14C INFORMATION November 11, 2014 Information Statement Pursuant to Section 14(c) Of the Securities Exchange Act of 1934 X Filed by the registrant Filed by a party other than the registrant Check the appropriate box: X Preliminary Information Statement Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) Definitive Information Statement Urban Television Network Corporation (Name of Registrant as Specified In Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): X No fee required Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No. 3) Filing Party: 4) Date Filed: SCHEDULE 14C INFORMATION STATEMENT Pursuant to Regulation 14C of the Securities Exchange Act of 1934 as amended Urban Television Network Corporation 1315 N. Bullis Rd, Suite 6 Compton, California 90221 GENERAL INFORMATION This Information Statement (the "Information Statement") has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of the common stock, par value $.0001 per share (the "Common Stock"), of Urban Television Network Corporation. , a Nevada Corporation (the "Company"), to notify such Stockholders that on or about November 11, 2014 the Company received written consents in lieu of a meeting of Stockholders from its Chairman to authorize the Company's Board of Directors to approve the following: (1) to change the name of the Company to "Punch TV Studios Inc." (the "Name Change"). On November 11, 2014 the Board of Directors of the Company approved the Name Change, subject to Stockholder approval. The Majority Stockholders approved the Name Change by written consent in lieu of a meeting on November 11, 2014. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Name Change. The Name Change will become effective when we file the Certificate of Amendment (the "Amendment") with the Secretary of State of the State of Nevada twenty (20) days after the DefinitiveInformation Statement is filed and mailed to Stockholders of Record. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY. Date: November 11, 2014 From the Board of Directors of Urban Television Network Corporation. By: /s/ Joseph Collins Joseph Collins Chief Executive Officer and Director RECOMMENDATION OF THE BOARD OF DIRECTORS ACTIONS TO BE TAKEN ACTION I - NAME CHANGE AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY The Board of Directors has determined that since the Company intends to focus on the production of new shows, the merchandising and licensing, the development of new television networks, and the syndication and distribution of other media products, the Name Change better reflects the nature of the Company's new business direction. Purpose of the Name Change On November 11, 2014, the Company's Board of Directors and the Majority Stockholders owning a majority of the Company's voting securities approved a resolution authorizing the Company to amend the Articles of Incorporation to change the Company's name to Punch TV Studios Inc. The Board believes that the Name Change better reflects the nature of the Company's anticipated operations. Amended Certificate of Incorporation Upon the effectiveness and on the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company's Certificate of Amendment to the Articles of Incorporation filed with the State of Nevada in order to effect the name change ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the "1934 Act Filings") with the Securities and Exchange Commission (the "Commission"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). The Company shall provide, without charge, to each person to whom an Information Statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one (1) business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in the Information Statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Information Statement incorporates), and the address and telephone numbers to which such a request is to be directed. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON Except as disclosed elsewhere in this Information Statement, none of the following persons have any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon: 1. any director or officer of our Company since November 11, 2014 being the commencement of our last completed financial year; 2. any proposed nominee for election as a director of our Company; and 3. any associate or affiliate of any of the foregoing persons. The shareholdings of our directors and officers are set forth below in the section entitled "Security Ownership of Certain Beneficial Owners and Management." To our knowledge, no director has advised that he intends to oppose the Name Change as more particularly described herein. OUTSTANDING VOTING SECURITIES Our authorized capital stock consists of 200,000,000 shares of Common Stock, par value $0.0001 per share, of which 130,000,000 shares are outstanding as of November 11, 2014 (the "Record Date"). In addition, as of November 11, 2014 Joseph Collins was given as a part of his employment agreement 200,000 shares of the Company's Preferred Stock issued and outstanding, with his Preferred Stock is entitled to 650 votes per share. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following information table sets forth certain information regarding the Company's common stock owned on the Record Date by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group: Name of Beneficial Owner Number of Preferred Percent of Class Shares Owned ___________________________________________________________________________ Joseph Collins, CEO 200,000 650 votes per share 65.00% ___________________________________________________________________________ Directors and Officers Total 200,000 65.00% DISSENTER'S RIGHTS OF APPRAISAL The Stockholders have no right under Nevada Corporate Law, the Company's Articles of Incorporation consistent with above, or ByLaws to dissent from any of the provisions adopted in the Amendment. EFFECTIVE DATE OF NAME CHANGE Pursuant to Rule 14c-2 under the Exchange Act, the Name Change shall not be filed with the Secretary of State of Nevada until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the action contemplated hereby will be effected on or about the close of business on January 6, 2015 CONCLUSION As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above action. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our Stockholders information required by the rules and regulations of the Securities Exchange Act of 1934. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, Urban Television Network Corporation has duly caused this report to be signed by the undersigned hereunto authorized. Urban Television Network Corporation By: /s/ Joseph Collins Joseph Collins President, CEO, Treasurer and Director

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREM14C’ Filing    Date    Other Filings
1/6/15
Filed on / For Period End:11/13/14PRE 14C
11/11/14
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Filing Submission 0000806171-14-000008   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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