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 3, 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 5. Other Events.

     Dr. Ray Hoag and Mr. Jeremy Renton resigned from the board of directors and
were  replaced by Mr.  Robert G. Clarke,  who is now  President,  and Mr. Walter
Pickering, who is now Secretary.


Item 9. Sales of Equity Securities Pursuant to Regulation S.

     1.  Authorization  for Sale and Issuance of Common Stock Units. On February
3, 1997,  Channel i Inc. ( "Company")  completed the  distribution  of 1,785,000
common stock Units at the price of US$0.05 per Unit, each Unit consisting of one
(1)  share of common  stock of the  Company,  and four (4) Class A Common  Stock
Purchase  Warrants  ("Class A  Warrants"),  each Class A Warrant  entitling  the
holder thereof to purchase one share of the Company's common stock from the date
of  issuance  until  August  3,  1997,  at a price of six and  one-fourth  cents
(US$0.0625) per share.  The common stock Units were offered and sold outside the
United States of America in reliance  upon Rule  903(c)(2) of Regulation S under
the  Securities  Act of 1933, as amended  ("Act").  No value was assigned or any
part of the Unit purchase price allocated to the Class A 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 18, 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": 2915}]
{"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": "97538625"}, "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 3, 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 5. Other Events.

     Dr. Ray Hoag and Mr. Jeremy Renton resigned from the board of directors and
were  replaced by Mr.  Robert G. Clarke,  who is now  President,  and Mr. Walter
Pickering, who is now Secretary.

Item 9. Sales of Equity Securities Pursuant to Regulation S.

     1.  Authorization  for Sale and Issuance of Common Stock Units. On February
3, 1997,  Channel i Inc. ( "Company")  completed the  distribution  of 1,785,000
common stock Units at the price of US$0.05 per Unit, each Unit consisting of one
(1)  share of common  stock of the  Company,  and four (4) Class A Common  Stock
Purchase  Warrants  ("Class A  Warrants"),  each Class A Warrant  entitling  the
holder thereof to purchase one share of the Company's common stock from the date
of  issuance  until  August  3,  1997,  at a price of six and  one-fourth  cents
(US$0.0625) per share.  The common stock Units were offered and sold outside the
United States of America in reliance  upon Rule  903(c)(2) of Regulation S under
the  Securities  Act of 1933, as amended  ("Act").  No value was assigned or any
part of the Unit purchase price allocated to the Class A 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 18, 1997
                                      CHANNEL i INC

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