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

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933


                      URBAN TELEVISION NETWORK CORPORATION
                      ------------------------------------
               (Exact Name of Registrant as specified in charter)



         Nevada                       33-58972                  22-2800078
------------------------         -----------------       -----------------------
(State of Incorporation)         (SEC File Number)       (IRS Employer I.D. No.)


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


                 2003 Non-Qualified Stock Grant and Option Plan

                            (Full Title of the Plan)

                                  Randy Moseley
                  18505 Highway 377 South, Ft. Worth, TX 76126

                     (Name and Address of agent for Service

                                 (817) 512-3033

          (Telephone number, including area code for agent for service)



                         CALCULATION OF REGISTRATION FEE


                                   Proposed        Proposed
Title of         (1)               maximum         maximum
securities       Securities        offering        aggregate        Amount of
to be            to be             price per       offering         Registration
registered       registered        share (2)       price (2)        Fee (3)
----------       ----------        -----           ---------        ---
Common           2,000,000         $0.805          $1,610,000       $402.50
$.0001 par       shares
value




(1) Includes an  indeterminate  number of additional  shares which may be issued
pursuant  to the  above  plan as a  result  of any  future  stock  split,  stock
dividend, or similar adjustment.

(2)  Estimated  pursuant to Rule 457(c) solely for purposes of  calculating  the
amount of the  registration  fee,  based  upon the  average of the bid and asked
prices reported on June 17, 2003 by the NASD OTC Bulletin Board.


                                EXPLANATORY NOTE

         In  accordance  with  the  instructional  Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
in Part I of Form S-8 has been omitted from this Registration  Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.


                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents,  which are on file with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this registration
statement by reference:

(a)      All reports  filed  pursuant to Section  13(a) or 15(d) of the Exchange
         Act,  including but not limited to the Company's  Annual Report on Form
         10-KSB for the year ending  September 30, 2002 and Quarterly  Report on
         Forms 10-QSB for the quarters  ending  December 31, 2002, and March 31,
         2003.

         In addition,  all  documents  subsequently  filed  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to  the  registration  statement  which
indicates that all of the shares of common stock offered have been sold or which
de-registers  all of the  shares  then  remaining  unsold,  will be deemed to be
incorporated by reference in the registration  statement and to be a part hereof
from the date of filing of the documents.  Any statement contained in a document
incorporated or superceded for purposes of this registration  statement,  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supercedes  such  statement.  Any such  statement  so  modified or
superceded  will  not  be  deemed,  except  as so  modified  or  superceded,  to
constitute a part of this registration statement.


Item 4. DESCRIPTION OF SECURITIES

         Not  applicable,  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection  with this  registration  statement
will be  passed  upon for by  Gregory  M.  Wilson,  Attorney  at Law.  This plan
registers  shares,  a portion  of  which,  may,  in the  future,  be issued  and
delivered to Wilson for legal services.



Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Sections  78.751  and  78.752 of the  Nevada  General  Corporation  Law
authorize a corporation  to indemnify its  directors,  officers,  employees,  or
agents in terms sufficiently broad to permit such indemnification  under certain
circumstances  for liabilities  (including  provisions  permitting  advances for
expenses  incurred)  arising under the Securities Act of 1933, as amended,  (the
"Securities Act").

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers, or persons controlling the Company
pursuant to the foregoing provisions,  the Company believes that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


Item 8. EXHIBITS.

         The  following   documents  are  incorporated  by  reference  from  the
Company's  Periodic  Report  filings,  SEC File  #33-58972,  as  filed  with the
Securities & Exchange Commission.

Exhibit Number             Description

     (5.0)        Opinion of Counsel and consent  regarding  the legality of the
                  securities registered under this Registration Statement

     (10.0)       2003 Non-Qualified Stock Grant and Option Plan

     (23.0)       Consent of Independent Certifying Public Accountant
-------------------
Item 9. UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers  and sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.



         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Ft. Worth, Texas.

Dated: June 18, 2003

                                            URBAN TELEVISION NETWORK CORPORATION
                                            a Nevada corporation


                                             /s/ Randy Moseley
                                            ------------------------------------
                                            Randy Moseley, President,
                                            Director


Pursuant to the requirements of the Securities Act of 1933, this report has been
signed  below by the  following  persons  on  behalf of the  Company  and in the
capacities and on the dates indicated.


Date: June 18, 2003

                                             /s/ Randy Moseley
                                            ------------------------------------
                                            Randy Moseley, Director


                                             /s/ Marc Pace
                                            ------------------------------------
                                            Marc Pace, Director