UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K



                       Pursuant to Sections 13 or 15(d) of
                       the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): February 6, 1997



                                 CHANNEL i INC.
                          [formerly Channel i Limited]
               (Exact name of registrant as specified in charter)



                                     Nevada
         (State or other jurisdiction of incorporation or organization)


       33-25889-LA                                    33-0264030
(Commission File Number)                 (I.R.S. Employer Identification Number)



           700-555 West Hastings Street, Vancouver, BC, Canada V6B 4N5
              (Address of Principal Executive Offices and Zip Code)


                                 (604) 482-1211
              (Registrant's telephone number, including area code)





                  1720 Placita de Santos, Tucson, Arizona 85704
          (Former name or former address, if changed since last report)
<PAGE>


Item 9.

     Channel i Inc.  ("Company")  completed  in one day an  offering  of 596,250
Preferred  Stock Units at a price of Sixty-Five  Cents  (US$0.65) per Unit, each
Preferred Stock Unit consisting of:

     (a)  one (1) share of Series A, Voting  Convertible  Preferred  Stock,  par
          value $.00001 per share of the Company;

     (b)  one (1) Class B Common Stock  Purchase  Warrant,  each Class B Warrant
          entitling  the holder  thereof to purchase one share of the  Company's
          US$0.001 par common stock from the date of issuance  until February 6,
          1998, at a price of eight and one-half cents (US$0.085) per share.

     (c)  one (1) Class C Common Stock  Purchase  Warrant,  each Class C Warrant
          entitling  the holder  thereof to purchase one share of the  Company's
          US$0.001 par common stock from the date of issuance  until February 6,
          1998, at a price of ten and one-half cents (US$0.105) per share.

     (d)  one (1) Class D Common Stock  Purchase  Warrant,  each Class D Warrant
          entitling  the holder  thereof to purchase one share of the  Company's
          US$0.001 par common stock from the date of issuance  until February 6,
          1998, at a price of twelve and one-half cents (US$0.125) per share.

     The  Preferred  Stock Units were offered and sold outside the United States
of America in reliance upon Rule 903(c)(2) of Regulation S of the Securities and
Exchange  Commission under the Securities Act of 1933, as amended.  No value was
assigned or any part of the Preferred Stock Unit purchase price allocated to the
warrants.

                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Company has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

DATED:   February 20, 1997
                                      CHANNEL i INC




                                      By: /s/ Robert G. Clarke
                                      ------------------------
                                      Robert G. Clarke, President
[{"type": "8-K", "sequence": "1", "description": "8-K FOR CHANNEL I INC.", "secsgml_size_bytes": 3392}]
{"company-data": {"conformed-name": "CHANNEL I INC", "cik": "0000844053", "assigned-sic": "6770", "irs-number": "330264030", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25680", "film-number": "97541301"}, "business-address": {"street1": "P O BOX 35625", "city": "TUCSON", "state": "AZ", "zip": "85704", "phone": "6029708257"}, "mail-address": {"street1": "CHANNEL I INC", "street2": "P O BOX 35675", "city": "TUCSON", "state": "AZ", "zip": "85740"}, "former-company": [{"former-conformed-name": "CHANNEL I LTD", "date-changed": "19931119"}, {"former-conformed-name": "ATHENA VENTURES INC", "date-changed": "19920703"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                       Pursuant to Sections 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 6, 1997

                                 CHANNEL i INC.
                          [formerly Channel i Limited]
               (Exact name of registrant as specified in charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

       33-25889-LA                                    33-0264030
(Commission File Number)                 (I.R.S. Employer Identification Number)

           700-555 West Hastings Street, Vancouver, BC, Canada V6B 4N5
              (Address of Principal Executive Offices and Zip Code)

                                 (604) 482-1211
              (Registrant's telephone number, including area code)

                  1720 Placita de Santos, Tucson, Arizona 85704
          (Former name or former address, if changed since last report)
Item 9.

     Channel i Inc.  ("Company")  completed  in one day an  offering  of 596,250
Preferred  Stock Units at a price of Sixty-Five  Cents  (US$0.65) per Unit, each
Preferred Stock Unit consisting of:

     (a)  one (1) share of Series A, Voting  Convertible  Preferred  Stock,  par
          value $.00001 per share of the Company;

     (b)  one (1) Class B Common Stock  Purchase  Warrant,  each Class B Warrant
          entitling  the holder  thereof to purchase one share of the  Company's
          US$0.001 par common stock from the date of issuance  until February 6,
          1998, at a price of eight and one-half cents (US$0.085) per share.

     (c)  one (1) Class C Common Stock  Purchase  Warrant,  each Class C Warrant
          entitling  the holder  thereof to purchase one share of the  Company's
          US$0.001 par common stock from the date of issuance  until February 6,
          1998, at a price of ten and one-half cents (US$0.105) per share.

     (d)  one (1) Class D Common Stock  Purchase  Warrant,  each Class D Warrant
          entitling  the holder  thereof to purchase one share of the  Company's
          US$0.001 par common stock from the date of issuance  until February 6,
          1998, at a price of twelve and one-half cents (US$0.125) per share.

     The  Preferred  Stock Units were offered and sold outside the United States
of America in reliance upon Rule 903(c)(2) of Regulation S of the Securities and
Exchange  Commission under the Securities Act of 1933, as amended.  No value was
assigned or any part of the Preferred Stock Unit purchase price allocated to the
warrants.

                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Company has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

DATED:   February 20, 1997
                                      CHANNEL i INC

                                      By: /s/ Robert G. Clarke
                                      ------------------------
                                      Robert G. Clarke, President