UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported)  March 1, 2005

                          TNX Television Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        000-33313                                         95-4868287
--------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


1811 Chestnut Street, Suite 120,  Philadelphia, Pennsylvania            19103
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                     (Zip Code)

                                 (215) 972-8191
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 3.02   Unregistered Sales of Equity Securities

      As previously disclosed, on November 12, 2004, we sold convertible
promissory notes (the "Convertible Notes") to certain accredited investors,
including Irwin L. Gross, our Chairman and Chief Executive Officer, Platinum
Partners Global Macro Fund, LP ("Platinum"), an affiliate of Mr. Gross. Since
that date, we have sold an aggregate of $1,825,000 in Convertible Notes, of
which $1,200,000 were purchased by Mr. Gross, members of his family and
Platinum. Prior to the issuance of the notes, Mr. Gross was a beneficial owner
of more than 10% of our issued and outstanding common stock and Platinum was a
beneficial owner of more than 5% of our issued and outstanding common stock.

      Upon the issuance of capital stock or units consisting of capital stock
and any option, warrant or other right exercisable for our capital stock and any
other security (the "New Securities") to a third party or parties with proceeds
us of not less than $3,000,000 (a "Next Financing"), each Convertible Note will
be convertible, at the option of the holder thereof, into shares or units of New
Securities. Each Convertible Note will convert into that number of New
Securities equal to the principal amount of such Convertible Notes, plus accrued
and unpaid interest, divided by the purchase price paid by the purchasers in the
Next Financing. The Convertible Notes will bear interest at the rate of seven
percent per annum and will mature (if not earlier converted) six months after
the date of issuance, at which time the unpaid principal and accrued but unpaid
interest will be paid in full. We intend to use the net proceeds from the
financing for general corporate purposes and working capital.

      We issued Common Stock Purchase Warrants (the "Warrants") in conjunction
with the Convertible Notes. Warrant coverage was set at the greater of (a) 25%
or (b) in the event that the New Securities issued in connection with the Next
Financing consists, in part, of warrants, the percentage of warrant coverage
offered in such financing plus an additional 25 percentage points. The Warrants
are exercisable to acquire shares of our common stock at an exercise price equal
to $1.00 per share and shall expire on the second anniversary of the date of
issuance. The Warrants contain customary provisions, including anti-dilution
protection for stock splits, stock dividends, reclassifications, reorganizations
and similar adjustments.

      These private placements were made only to accredited investors in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") pursuant to Regulation D promulgated
under the Securities Act. The securities and the shares of common stock
underlying the Convertible Notes and the Warrants have not been registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration. The shares of common
stock issuable upon conversion of the Convertible Notes and upon exercise of the
Warrants contain piggyback registration rights such that if we determine at any
time to register any of our common stock under the Securities Act, we have
agreed to use our best efforts to include in such registration statement all or
any part of the common stock issuable upon conversion of the Convertible Notes
and upon exercise of the Warrants, subject to certain limitations set forth in
the financing documentation.

<PAGE>

      This announcement is neither an offer to sell nor a solicitation to buy
any of these securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

      (b)   On March 1, 2005, Marc Toogood resigned as our Chief Financial
            Officer.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          TNX TELEVISION HOLDINGS, INC.

                                           By: /s/ Irwin L. Gross
                                              ----------------------------
                                           Name: Irwin L. Gross
                                            Title: Chief Executive Officer

Date: March 4, 2005
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported)  March 1, 2005

                          TNX Television Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        000-33313                                         95-4868287
--------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)

1811 Chestnut Street, Suite 120,  Philadelphia, Pennsylvania            19103
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                     (Zip Code)

                                 (215) 972-8191
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))
Item 3.02   Unregistered Sales of Equity Securities

      As previously disclosed, on November 12, 2004, we sold convertible
promissory notes (the "Convertible Notes") to certain accredited investors,
including Irwin L. Gross, our Chairman and Chief Executive Officer, Platinum
Partners Global Macro Fund, LP ("Platinum"), an affiliate of Mr. Gross. Since
that date, we have sold an aggregate of $1,825,000 in Convertible Notes, of
which $1,200,000 were purchased by Mr. Gross, members of his family and
Platinum. Prior to the issuance of the notes, Mr. Gross was a beneficial owner
of more than 10% of our issued and outstanding common stock and Platinum was a
beneficial owner of more than 5% of our issued and outstanding common stock.

      Upon the issuance of capital stock or units consisting of capital stock
and any option, warrant or other right exercisable for our capital stock and any
other security (the "New Securities") to a third party or parties with proceeds
us of not less than $3,000,000 (a "Next Financing"), each Convertible Note will
be convertible, at the option of the holder thereof, into shares or units of New
Securities. Each Convertible Note will convert into that number of New
Securities equal to the principal amount of such Convertible Notes, plus accrued
and unpaid interest, divided by the purchase price paid by the purchasers in the
Next Financing. The Convertible Notes will bear interest at the rate of seven
percent per annum and will mature (if not earlier converted) six months after
the date of issuance, at which time the unpaid principal and accrued but unpaid
interest will be paid in full. We intend to use the net proceeds from the
financing for general corporate purposes and working capital.

      We issued Common Stock Purchase Warrants (the "Warrants") in conjunction
with the Convertible Notes. Warrant coverage was set at the greater of (a) 25%
or (b) in the event that the New Securities issued in connection with the Next
Financing consists, in part, of warrants, the percentage of warrant coverage
offered in such financing plus an additional 25 percentage points. The Warrants
are exercisable to acquire shares of our common stock at an exercise price equal
to $1.00 per share and shall expire on the second anniversary of the date of
issuance. The Warrants contain customary provisions, including anti-dilution
protection for stock splits, stock dividends, reclassifications, reorganizations
and similar adjustments.

      These private placements were made only to accredited investors in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") pursuant to Regulation D promulgated
under the Securities Act. The securities and the shares of common stock
underlying the Convertible Notes and the Warrants have not been registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration. The shares of common
stock issuable upon conversion of the Convertible Notes and upon exercise of the
Warrants contain piggyback registration rights such that if we determine at any
time to register any of our common stock under the Securities Act, we have
agreed to use our best efforts to include in such registration statement all or
any part of the common stock issuable upon conversion of the Convertible Notes
and upon exercise of the Warrants, subject to certain limitations set forth in
the financing documentation.
This announcement is neither an offer to sell nor a solicitation to buy
any of these securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

      (b)   On March 1, 2005, Marc Toogood resigned as our Chief Financial
            Officer.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          TNX TELEVISION HOLDINGS, INC.

                                           By: /s/ Irwin L. Gross
                                              ----------------------------
                                           Name: Irwin L. Gross
                                            Title: Chief Executive Officer

Date: March 4, 2005