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)  April 6, 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.)

800 S. Ocean Blvd., L1, Boca Raton, FL                            33432
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

                                 (561) 395-9973
--------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

1811 Chestnut Street, Suite 120,  Philadelphia, Pennsylvania               19103
--------------------------------------------------------------------------------
        (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 1.01   Entry into Material Definitive Agreement

Securities Purchase Agreement

      On April 6, 2005, we entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") with twelve holders of our Series A Preferred
Stock, each an accredited investor (the "Investors"), pursuant to which the
Investors purchased secured convertible debentures in the aggregate principal
amount of $2,752,976 and warrants to purchase up to an aggregate of 21,022,721
shares of our common stock for an aggregate purchase price of $2,312,500 (the
"Financing").

      For each Investor that purchased an amount of debentures and warrants
equal to or greater than its Series A Threshold Investment Amount (as defined
below), we offered such Investor the opportunity to elect to exchange up to all
of its shares of Series A Preferred Stock then held by such Investor for an
equal number of shares of Series A-1 Preferred Stock, which generally has the
same terms as the Series A Preferred Stock except that the conversion price of
such Series A-1 Preferred Stock is $0.11 per share, subject to further
adjustment thereunder. "Series A Threshold Investment Amount" means, for each
Investor, (i) if an Investor invested at least $1,000,000 in the Series A
Preferred Stock financing in April 2004 ("Series A Financing"), then such
Investor shall have purchased pursuant to the Purchase Agreement, for new cash
consideration, the lesser of $500,000 or 50% of the stated value of such Series
A Preferred Stock currently held by such Investor; and (ii) if an Investor
invested less than $1,000,000 in the Series A Financing, the Investor shall have
purchased pursuant to the Purchase Agreement, for new cash consideration, an
amount equal to 50% of the stated value of such Series A Preferred Stock
currently held by such Investor. As a result of this exchange, holders of 5,269
shares of Series A Preferred Stock, representing 3,902,963 shares of common
stock issuable upon conversion, exchanged their shares of Series A Preferred
Stock for 5,269 shares of Series A-1 Preferred Stock, representing 47,900,000
shares of common stock issuable upon conversion.

      We have granted each of the Investors a participation right whereby they
may elect to purchase all or a portion of securities sold in certain future
financings. In the event the Investors elect to purchase an aggregate amount in
excess of the total amount offered in such a future financing, each Investor
will be permitted to purchase a fraction of the total offering determined by
dividing such Investor's aggregate investment in the Financing by the aggregate
investment in the Financing by all Investors participating in such future
financing. The participation right expires at the end of the one year period
following the date the initial registration statement covering shares of our
common stock underlying the debentures and warrants (which we must file pursuant
to a Registration Rights Agreement, as further described herein) is first
declared effective by the Securities and Exchange Commission (the "Effective
Date").

      Because we do not have enough authorized shares available for issuance
pursuant to our certificate of incorporation to maintain a reserve of common
stock for issuance pursuant to the transaction documents, we must amend our
certificate of incorporation to increase the number of authorized shares. We
have covenanted to hold a stockholders meeting to approve an amendment to our
certificate of incorporation that increases the number of authorized shares of
common stock to 500,000,000 shares no later than June 6, 2005. If we fail to
obtain stockholder approval at that meeting, we are obligated to hold at least
one meeting of stockholders every fiscal quarter thereafter for the purpose of
obtaining stockholder approval until the debentures are no longer outstanding.

      Until the Effective Date, we cannot issue shares of our common stock or
common stock equivalents, subject to certain exempt issuances, unless we receive
written consent from Bristol Investment Fund, Ltd. In addition, until none of
the Investors hold any of our securities sold in this Financing, we are
prohibited from effecting or entering into an agreement to effect any subsequent
financing involving a variable rate transaction or a transaction which grants an
investor the right to receive additional shares based on future transactions on
terms more favorable than those granted to such investor in such offering.

<PAGE>

      The Investors agreed not to make any short sales of our common stock until
the transaction is announced (being accomplished by this Form 8-K).

Convertible Debentures

      The debentures issued to the Investors on April 6, 2005 do not bear
interest but were issued for an original issue discount of 8%. Accordingly, the
cash purchase price for the full $2,752,975.75 principal amount of the
debentures was $2,312,500. The debentures are due and payable in full two years
from the date of issuance (April 6, 2007). We are not permitted to prepay any
portion of the principal amount of any of the debentures without the prior
consent of the holder thereof.

      The principal amount of the debentures are convertible at the option of
the holders into shares of our common stock at any time at an initial conversion
price of $0.11 per share. Except in the case of certain designated issuances, if
we issue shares of common stock or common stock equivalents (i.e., securities
convertible into, or exercisable or exchangeable for, shares of our common
stock) at a price per share (or in the case of common stock equivalents, a
conversion, exercise or exchange price per share) below the then applicable
conversion price of the debentures, the conversion price of the debentures will
be reduced to that lower price per share. Issuances that will not result in
adjustment to the conversion price include issuances to employees, consultants,
directors or officers pursuant to a stock or option plan adopted by our board of
directors, securities issued upon conversion of other securities outstanding
prior to the date of issuance of the debentures, securities issued in connection
with acquisitions, joint ventures or other strategic transactions (including,
without limitation, equipment leases or the purchase of equipment in the
ordinary course of business), securities issued to service providers in exchange
for services rendered or to be rendered, and securities issued to creditors of
our United Kingdom subsidiary, TNCI UK Limited ("TNCI"), pursuant to a company
voluntary arrangement under the UK Insolvency Act of 1986, provided that such
securities issued to service providers and creditors does not exceed 28,000,000
in the aggregate.

      In addition, in the event we effect a reverse stock split of our common
stock, the conversion price shall be reduced to equal the average of the ten
lowest VWAPs during the 60 consecutive trading days beginning on the 15th
trading day following the effective date of such reverse stock split, subject to
any further adjustment as provided in the debenture.

      If, after the later of the date of shareholder approval of the amendment
to our certificate of incorporation and the Effective Date, the volume weighted
average price ("VWAP") of our common stock (determined in accordance with the
terms of the debentures) for any period of 30 consecutive trading days exceeds
$0.50, we may, subject to certain conditions, force the holders of the
debentures to immediately convert all or any part of the then outstanding
principal amount at the then effective conversion price.

      We have agreed to certain restrictions under the terms of the debentures,
including a prohibition on the payment of cash dividends to our stockholders,
the incurrence of indebtedness or a repurchase of our common stock or common
stock equivalents while any of the debentures are outstanding. Upon the
occurrence of an event of default under the debentures, an amount equal to the
greater of (i) 120% of the then outstanding principal amount to be paid, and
(ii) the product of the then outstanding principal amount multiplied by the
quotient obtained by dividing the VWAP of our common stock (as determined in
accordance with the terms of the debentures) by the conversion price of the
debentures, will, at the holder's option, become immediately due and payable in
cash, plus any other amounts, costs, expenses or liquidated damages then due in
respect of such debentures. Upon an event of default, the interest rate on the
debentures will accrue at 15% per annum.

<PAGE>

      Events of default under the debentures include failure to pay any amounts
under the debentures when due, a material default under our other agreements
with the Investors or default in our obligations under mortgage, credit facility
or similar agreements, a material inaccuracy in the representations and
warranties we made to the Investors in connection with the Financing, and, other
than the pending administration of TNCI, the initiation of voluntary or
involuntary bankruptcy proceedings against us.

      The debentures have certain limitations on our ability to issue shares to
the Investors. Under the terms of the debentures, we are prohibited from issuing
shares of our common stock to the holders of the debentures (upon conversion or
in redemption or payment of the debentures) if the issuance would result in any
holder owning more than 4.99% of our outstanding common stock (although the
holders can waive this provision upon more than 60 days' notice to us).

Common Stock Purchase Warrants

      The common stock purchase warrants issued to the Investors on April 6,
2005 are exercisable for an aggregate of 21,022,727 shares of our common stock
at an initial exercise price of $0.30 per share. The warrants expire three years
after the date of issuance, or April 6, 2008. They contain a cashless exercise
provision whereby the holder may pay the exercise price by having us withhold
upon exercise shares having a fair market value equal to the applicable
aggregate exercise price if after the first anniversary of the date of issuance
of the warrant there is no effective registration statement registering, or no
current prospectus available for, the resale of the shares issuable upon the
exercise of the warrants. In the event this provision is used with respect to an
exercise, we would receive no proceeds from the sale of our common stock in
connection with such exercise.

      The exercise price is subject to adjustment in the event of certain
issuances of new securities. Specifically, except in the case of certain
designated issuances, if we issue shares of common stock or common stock
equivalents (i.e., securities convertible into, or exercisable or exchangeable
for, shares of our common stock) at a price per share (or in the case of common
stock equivalents, a conversion, exercise or exchange price per share) below the
then applicable exercise price of the warrants, the exercise price of the
warrants will be reduced to that lower price per share. In the event of such an
adjustment, the number of shares for which the warrants are exercisable will be
increased such that the aggregate exercise price of the warrants after the
adjustment will equal the aggregate exercise price immediately prior to the
adjustment. Issuances that will not result in adjustment to the exercise price
include issuances to employees, consultants, directors or officers pursuant to a
stock or option plan adopted by our board of directors, securities issued upon
conversion of other securities outstanding prior to the date of issuance of the
debentures, securities issued in connection with acquisitions, joint ventures or
other strategic transactions (including, without limitation, equipment leases or
the purchase of equipment in the ordinary course of business), securities issued
to service providers in exchange for services rendered or to be rendered, and
securities issued to creditors of our United Kingdom subsidiary, TNCI UK Limited
("TNCI"), pursuant to a company voluntary arrangement under the UK Insolvency
Act of 1986, provided that such securities issued to service providers and
creditors does not exceed 28,000,000 in the aggregate.

      The warrants have certain limitations on our ability to issue shares to
the Investors. Under the terms of the warrants, we are prohibited from issuing
shares of our common stock to the holders of the warrants (upon conversion or in
redemption or payment of the debentures) if the issuance would result in any
holder owning more than 4.99% of our outstanding common stock (although the
holders can waive this provision upon more than 60 days' notice to us).

<PAGE>

Registration Rights Agreement

      We have agreed to register for resale under the Securities Act of 1933, as
amended, the shares underlying the debentures, warrants and Series A-1 Preferred
Stock pursuant to a Registration Rights Agreement between us and the Investors
dated April 6, 2005. Specifically, we are required to file with the Securities
and Exchange Commission no later than the earlier of the 30th calendar day
following the filing date of the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2004 and June 15, 2005, a registration statement
covering the resale of a number of shares of common stock equal to 135% of the
shares issuable upon conversion and exercise in full of the debentures, Series
A-1 Preferred Stock and warrants as of the date of filing of the registration
statement. The registration statement covering these shares must be declared
effective by the Securities and Exchange Commission no later than the 120th
calendar day following the filing date. In the event we fail to file the
registration statement or it is not declared effective within the timeframes
specified by the Registration Rights Agreement, we will be required to pay to
the Investors liquidated damages equal to 2.0% per month (but pro-rated on a
daily basis for any period of less than a full month) of the aggregate purchase
price of the debentures and warrants until we file the delinquent registration
statement or the registration statement is declared effective, as applicable.

      If, at any time, the number of shares issuable upon conversion and
exercise in full of the debentures, Series A-1 Preferred Stock and warrants
exceeds 90% of the number of shares then registered (e.g., due to adjustments in
the conversion price of the debentures or exercise price of the warrants), we
will be required to file an additional registration statement covering the
excess shares. We will have to file the additional registration statement not
later than the 30th calendar day, and the additional registration statement must
be declared effective by the Securities and Exchange Commission not later than
the 90th calendar day, following the date the 90% threshold is exceeded. If we
do not file the registration statement or the registration statement is not
declared effective within these time frames, we will be required to pay to the
Investors liquidated damages as described in the preceding paragraph.

Security Agreement

      Under the terms of the Security Agreement, we have granted the Investors a
security interest in all of our assets located in the United States as
collateral for repayment of the debentures. We have also pledged and mortgaged
the shares of our wholly-owned UK subsidiary TNCI in favor of the Investors
pursuant to a mortgage of shares.

Custodial Agreement

      We entered into a custodial agreement pursuant to which all of the
transaction documents and subscription amounts were deposited with the
Custodian. The Custodian is the law firm of Feldman Weinstein LLP. We and all of
the Investors have waived any conflict of interest with respect to the
Custodian, who has acted and may continue to act as legal counsel to one of the
Investors in this transaction. Upon the Custodian's receipt of the aggregate
purchase price and all of the required documents and certificates, it wired us
the gross proceeds raised pursuant to the Securities Purchase Agreement per our
written instructions less (i) the balance of 30% of the aggregate gross purchase
price (the "Secured Proceeds") which shall be initially transferred into a
separate non-interest bearing custodial account of the Custodian and (ii)
payments of fees to placement agents and to the lead investor, and (iii) payment
of legal fees. We have granted to the Investors a first priority security
interest in the Secured Proceeds and any interest that accrues thereon. Upon the
conclusion by TNCI of a company voluntary arrangement with its creditors under
the UK Insolvency Act of 1986 and the concurrent discharge of the administration
order under the Insolvency Act of 1986 and the creation for the benefit of the
Investors of a first legal mortgage of all of TNCI's freehold and leasehold
property and investments and fixed and floating charges of all of TNCI's other
assets, the Custodian shall release all of the Secured Proceeds to the Company,
net of actual legal fees and expenses, upon the provision of the required
documentation.

<PAGE>

Voting Agreements

      All of our officers and directors have entered into voting agreements
pursuant to which each such person has irrevocably agreed to vote all shares of
our voting stock over which such person has voting control in favor of any
resolution presented to our stockholders to approve an amendment to the
Company's certificate of incorporation that increases the number of authorized
shares of common stock to 500,000,000 shares.

      The discussion in this current report is only a summary and is qualified
in its entirety by reference to the form of Certificate of Designations, Rights
and Preferences of Series A-1 Preferred Stock, the form of Secured Convertible
Debenture, the form of Common Stock Purchase Warrant, the Security Agreement,
the Registration Rights Agreement, the Securities Purchase Agreement and the
Custodial Agreement, which are included as Exhibits 3.1, 4.1, 4.2, 4.3, 4.4,
10.1 and 10.2, respectively, to this current report on Form 8-K and are
incorporated by reference in this Item.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an
            Off-Balance Sheet Arrangement of a Registrant

      As described in Item 1.01 of this current report, on April 6, 2005 we
issued convertible debentures to the Investors in the aggregate principal amount
of $2,752,976. The description of the debentures, the Securities Purchase
Agreement and the Security Agreement contained in Item 1.01 of this current
report is incorporated by reference in this Item.

Item 3.02   Unregistered Sales of Equity Securities

      Pursuant to the Securities Purchase Agreement, we issued and sold secured
convertible debentures with an aggregate principal amount of $2,752,976. The
debentures are convertible, at the option of the holder, into shares of common
stock of the Company at an initial conversion price of $0.11 per share.

      Under the Securities Purchase Agreement, we also issued to the Investors
warrants to purchase up to an aggregate of 21,022,727 of our common stock at an
initial exercise price of $0.30 per share with an expiration date of April 6,
2008.

      In addition, we issued an aggregate of 5,269 shares of Series A-1
Preferred Stock in exchange for an aggregate of 5,269 shares of Series A
Preferred Stock held by Investors that purchased an amount of debentures and
warrants equal to or greater than the Series A Threshold Amount as described in
Item 1.01.

      We paid fees to T.R. Winston & Company, LLC, as placement agent, in the
amount of $7,500 in cash, 75,000 shares of common stock and warrants to purchase
136,364 shares of common stock at an exercise price of $0.75 per share in
connection with this private placement. In addition, we paid $7,500 in cash to
Bristol Capital Advisors, LLC. We also issued 1,318,182 shares of common stock
to Merit Consulting, LLC for consulting services in connection this private
placement. The issuances of such securities were exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").

<PAGE>

      The transaction was approved by the Company's Board of Directors on March
31, 2005. The private placement was made only to accredited investors in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and Rule 506 of Regulation D promulgated under the
Securities Act. The shares of common stock underlying the debentures, warrants
and Series A-1 Preferred Stock and the shares issued to the placement agents
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.

      As of April 7, 2005, we had outstanding 49,793,694 shares of common stock,
1,605 shares of 5% Series A convertible preferred stock, convertible into an
aggregate of approximately 1,693,038 shares of common stock, and 5,269 shares of
Series A-1 convertible preferred stock, convertible into an aggregate of
approximately 47,900,000 shares of common stock, outstanding warrants to
purchase an aggregate of 52,075,600 shares of common stock and outstanding
options to purchase an aggregate of 4,872,743 shares of common stock. In
addition, we have outstanding convertible bridge notes that may be converted, at
the option of the holder, into an aggregate of 16,590,909 shares of common
stock.

      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 9.01   Financial Statements and Exhibits


(c)   Exhibits

 Number                     Description
------- ------------------------------------------------------------------------

3.1         Certificate of Designations, Rights and Preferences of Series A-1
            Preferred Stock

4.1         Form of Secured Convertible Debenture

4.2         Form of Common Stock Purchase Warrant

4.3         Security Agreement dated April 6, 2005

4.4         Registration Rights Agreement dated April 6, 2005

10.1        Securities Purchase Agreement dated April 6, 2005

10.2        Custodial Agreement dated April 6, 2005

<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: April 7, 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)  April 6, 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.)

800 S. Ocean Blvd., L1, Boca Raton, FL                            33432
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

                                 (561) 395-9973
--------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

1811 Chestnut Street, Suite 120,  Philadelphia, Pennsylvania               19103
--------------------------------------------------------------------------------
        (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 1.01   Entry into Material Definitive Agreement

Securities Purchase Agreement

      On April 6, 2005, we entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") with twelve holders of our Series A Preferred
Stock, each an accredited investor (the "Investors"), pursuant to which the
Investors purchased secured convertible debentures in the aggregate principal
amount of $2,752,976 and warrants to purchase up to an aggregate of 21,022,721
shares of our common stock for an aggregate purchase price of $2,312,500 (the
"Financing").

      For each Investor that purchased an amount of debentures and warrants
equal to or greater than its Series A Threshold Investment Amount (as defined
below), we offered such Investor the opportunity to elect to exchange up to all
of its shares of Series A Preferred Stock then held by such Investor for an
equal number of shares of Series A-1 Preferred Stock, which generally has the
same terms as the Series A Preferred Stock except that the conversion price of
such Series A-1 Preferred Stock is $0.11 per share, subject to further
adjustment thereunder. "Series A Threshold Investment Amount" means, for each
Investor, (i) if an Investor invested at least $1,000,000 in the Series A
Preferred Stock financing in April 2004 ("Series A Financing"), then such
Investor shall have purchased pursuant to the Purchase Agreement, for new cash
consideration, the lesser of $500,000 or 50% of the stated value of such Series
A Preferred Stock currently held by such Investor; and (ii) if an Investor
invested less than $1,000,000 in the Series A Financing, the Investor shall have
purchased pursuant to the Purchase Agreement, for new cash consideration, an
amount equal to 50% of the stated value of such Series A Preferred Stock
currently held by such Investor. As a result of this exchange, holders of 5,269
shares of Series A Preferred Stock, representing 3,902,963 shares of common
stock issuable upon conversion, exchanged their shares of Series A Preferred
Stock for 5,269 shares of Series A-1 Preferred Stock, representing 47,900,000
shares of common stock issuable upon conversion.

      We have granted each of the Investors a participation right whereby they
may elect to purchase all or a portion of securities sold in certain future
financings. In the event the Investors elect to purchase an aggregate amount in
excess of the total amount offered in such a future financing, each Investor
will be permitted to purchase a fraction of the total offering determined by
dividing such Investor's aggregate investment in the Financing by the aggregate
investment in the Financing by all Investors participating in such future
financing. The participation right expires at the end of the one year period
following the date the initial registration statement covering shares of our
common stock underlying the debentures and warrants (which we must file pursuant
to a Registration Rights Agreement, as further described herein) is first
declared effective by the Securities and Exchange Commission (the "Effective
Date").

      Because we do not have enough authorized shares available for issuance
pursuant to our certificate of incorporation to maintain a reserve of common
stock for issuance pursuant to the transaction documents, we must amend our
certificate of incorporation to increase the number of authorized shares. We
have covenanted to hold a stockholders meeting to approve an amendment to our
certificate of incorporation that increases the number of authorized shares of
common stock to 500,000,000 shares no later than June 6, 2005. If we fail to
obtain stockholder approval at that meeting, we are obligated to hold at least
one meeting of stockholders every fiscal quarter thereafter for the purpose of
obtaining stockholder approval until the debentures are no longer outstanding.

      Until the Effective Date, we cannot issue shares of our common stock or
common stock equivalents, subject to certain exempt issuances, unless we receive
written consent from Bristol Investment Fund, Ltd. In addition, until none of
the Investors hold any of our securities sold in this Financing, we are
prohibited from effecting or entering into an agreement to effect any subsequent
financing involving a variable rate transaction or a transaction which grants an
investor the right to receive additional shares based on future transactions on
terms more favorable than those granted to such investor in such offering.
The Investors agreed not to make any short sales of our common stock until
the transaction is announced (being accomplished by this Form 8-K).

Convertible Debentures

      The debentures issued to the Investors on April 6, 2005 do not bear
interest but were issued for an original issue discount of 8%. Accordingly, the
cash purchase price for the full $2,752,975.75 principal amount of the
debentures was $2,312,500. The debentures are due and payable in full two years
from the date of issuance (April 6, 2007). We are not permitted to prepay any
portion of the principal amount of any of the debentures without the prior
consent of the holder thereof.

      The principal amount of the debentures are convertible at the option of
the holders into shares of our common stock at any time at an initial conversion
price of $0.11 per share. Except in the case of certain designated issuances, if
we issue shares of common stock or common stock equivalents (i.e., securities
convertible into, or exercisable or exchangeable for, shares of our common
stock) at a price per share (or in the case of common stock equivalents, a
conversion, exercise or exchange price per share) below the then applicable
conversion price of the debentures, the conversion price of the debentures will
be reduced to that lower price per share. Issuances that will not result in
adjustment to the conversion price include issuances to employees, consultants,
directors or officers pursuant to a stock or option plan adopted by our board of
directors, securities issued upon conversion of other securities outstanding
prior to the date of issuance of the debentures, securities issued in connection
with acquisitions, joint ventures or other strategic transactions (including,
without limitation, equipment leases or the purchase of equipment in the
ordinary course of business), securities issued to service providers in exchange
for services rendered or to be rendered, and securities issued to creditors of
our United Kingdom subsidiary, TNCI UK Limited ("TNCI"), pursuant to a company
voluntary arrangement under the UK Insolvency Act of 1986, provided that such
securities issued to service providers and creditors does not exceed 28,000,000
in the aggregate.

      In addition, in the event we effect a reverse stock split of our common
stock, the conversion price shall be reduced to equal the average of the ten
lowest VWAPs during the 60 consecutive trading days beginning on the 15th
trading day following the effective date of such reverse stock split, subject to
any further adjustment as provided in the debenture.

      If, after the later of the date of shareholder approval of the amendment
to our certificate of incorporation and the Effective Date, the volume weighted
average price ("VWAP") of our common stock (determined in accordance with the
terms of the debentures) for any period of 30 consecutive trading days exceeds
$0.50, we may, subject to certain conditions, force the holders of the
debentures to immediately convert all or any part of the then outstanding
principal amount at the then effective conversion price.

      We have agreed to certain restrictions under the terms of the debentures,
including a prohibition on the payment of cash dividends to our stockholders,
the incurrence of indebtedness or a repurchase of our common stock or common
stock equivalents while any of the debentures are outstanding. Upon the
occurrence of an event of default under the debentures, an amount equal to the
greater of (i) 120% of the then outstanding principal amount to be paid, and
(ii) the product of the then outstanding principal amount multiplied by the
quotient obtained by dividing the VWAP of our common stock (as determined in
accordance with the terms of the debentures) by the conversion price of the
debentures, will, at the holder's option, become immediately due and payable in
cash, plus any other amounts, costs, expenses or liquidated damages then due in
respect of such debentures. Upon an event of default, the interest rate on the
debentures will accrue at 15% per annum.
Events of default under the debentures include failure to pay any amounts
under the debentures when due, a material default under our other agreements
with the Investors or default in our obligations under mortgage, credit facility
or similar agreements, a material inaccuracy in the representations and
warranties we made to the Investors in connection with the Financing, and, other
than the pending administration of TNCI, the initiation of voluntary or
involuntary bankruptcy proceedings against us.

      The debentures have certain limitations on our ability to issue shares to
the Investors. Under the terms of the debentures, we are prohibited from issuing
shares of our common stock to the holders of the debentures (upon conversion or
in redemption or payment of the debentures) if the issuance would result in any
holder owning more than 4.99% of our outstanding common stock (although the
holders can waive this provision upon more than 60 days' notice to us).

Common Stock Purchase Warrants

      The common stock purchase warrants issued to the Investors on April 6,
2005 are exercisable for an aggregate of 21,022,727 shares of our common stock
at an initial exercise price of $0.30 per share. The warrants expire three years
after the date of issuance, or April 6, 2008. They contain a cashless exercise
provision whereby the holder may pay the exercise price by having us withhold
upon exercise shares having a fair market value equal to the applicable
aggregate exercise price if after the first anniversary of the date of issuance
of the warrant there is no effective registration statement registering, or no
current prospectus available for, the resale of the shares issuable upon the
exercise of the warrants. In the event this provision is used with respect to an
exercise, we would receive no proceeds from the sale of our common stock in
connection with such exercise.

      The exercise price is subject to adjustment in the event of certain
issuances of new securities. Specifically, except in the case of certain
designated issuances, if we issue shares of common stock or common stock
equivalents (i.e., securities convertible into, or exercisable or exchangeable
for, shares of our common stock) at a price per share (or in the case of common
stock equivalents, a conversion, exercise or exchange price per share) below the
then applicable exercise price of the warrants, the exercise price of the
warrants will be reduced to that lower price per share. In the event of such an
adjustment, the number of shares for which the warrants are exercisable will be
increased such that the aggregate exercise price of the warrants after the
adjustment will equal the aggregate exercise price immediately prior to the
adjustment. Issuances that will not result in adjustment to the exercise price
include issuances to employees, consultants, directors or officers pursuant to a
stock or option plan adopted by our board of directors, securities issued upon
conversion of other securities outstanding prior to the date of issuance of the
debentures, securities issued in connection with acquisitions, joint ventures or
other strategic transactions (including, without limitation, equipment leases or
the purchase of equipment in the ordinary course of business), securities issued
to service providers in exchange for services rendered or to be rendered, and
securities issued to creditors of our United Kingdom subsidiary, TNCI UK Limited
("TNCI"), pursuant to a company voluntary arrangement under the UK Insolvency
Act of 1986, provided that such securities issued to service providers and
creditors does not exceed 28,000,000 in the aggregate.

      The warrants have certain limitations on our ability to issue shares to
the Investors. Under the terms of the warrants, we are prohibited from issuing
shares of our common stock to the holders of the warrants (upon conversion or in
redemption or payment of the debentures) if the issuance would result in any
holder owning more than 4.99% of our outstanding common stock (although the
holders can waive this provision upon more than 60 days' notice to us).
Registration Rights Agreement

      We have agreed to register for resale under the Securities Act of 1933, as
amended, the shares underlying the debentures, warrants and Series A-1 Preferred
Stock pursuant to a Registration Rights Agreement between us and the Investors
dated April 6, 2005. Specifically, we are required to file with the Securities
and Exchange Commission no later than the earlier of the 30th calendar day
following the filing date of the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2004 and June 15, 2005, a registration statement
covering the resale of a number of shares of common stock equal to 135% of the
shares issuable upon conversion and exercise in full of the debentures, Series
A-1 Preferred Stock and warrants as of the date of filing of the registration
statement. The registration statement covering these shares must be declared
effective by the Securities and Exchange Commission no later than the 120th
calendar day following the filing date. In the event we fail to file the
registration statement or it is not declared effective within the timeframes
specified by the Registration Rights Agreement, we will be required to pay to
the Investors liquidated damages equal to 2.0% per month (but pro-rated on a
daily basis for any period of less than a full month) of the aggregate purchase
price of the debentures and warrants until we file the delinquent registration
statement or the registration statement is declared effective, as applicable.

      If, at any time, the number of shares issuable upon conversion and
exercise in full of the debentures, Series A-1 Preferred Stock and warrants
exceeds 90% of the number of shares then registered (e.g., due to adjustments in
the conversion price of the debentures or exercise price of the warrants), we
will be required to file an additional registration statement covering the
excess shares. We will have to file the additional registration statement not
later than the 30th calendar day, and the additional registration statement must
be declared effective by the Securities and Exchange Commission not later than
the 90th calendar day, following the date the 90% threshold is exceeded. If we
do not file the registration statement or the registration statement is not
declared effective within these time frames, we will be required to pay to the
Investors liquidated damages as described in the preceding paragraph.

Security Agreement

      Under the terms of the Security Agreement, we have granted the Investors a
security interest in all of our assets located in the United States as
collateral for repayment of the debentures. We have also pledged and mortgaged
the shares of our wholly-owned UK subsidiary TNCI in favor of the Investors
pursuant to a mortgage of shares.

Custodial Agreement

      We entered into a custodial agreement pursuant to which all of the
transaction documents and subscription amounts were deposited with the
Custodian. The Custodian is the law firm of Feldman Weinstein LLP. We and all of
the Investors have waived any conflict of interest with respect to the
Custodian, who has acted and may continue to act as legal counsel to one of the
Investors in this transaction. Upon the Custodian's receipt of the aggregate
purchase price and all of the required documents and certificates, it wired us
the gross proceeds raised pursuant to the Securities Purchase Agreement per our
written instructions less (i) the balance of 30% of the aggregate gross purchase
price (the "Secured Proceeds") which shall be initially transferred into a
separate non-interest bearing custodial account of the Custodian and (ii)
payments of fees to placement agents and to the lead investor, and (iii) payment
of legal fees. We have granted to the Investors a first priority security
interest in the Secured Proceeds and any interest that accrues thereon. Upon the
conclusion by TNCI of a company voluntary arrangement with its creditors under
the UK Insolvency Act of 1986 and the concurrent discharge of the administration
order under the Insolvency Act of 1986 and the creation for the benefit of the
Investors of a first legal mortgage of all of TNCI's freehold and leasehold
property and investments and fixed and floating charges of all of TNCI's other
assets, the Custodian shall release all of the Secured Proceeds to the Company,
net of actual legal fees and expenses, upon the provision of the required
documentation.
Voting Agreements

      All of our officers and directors have entered into voting agreements
pursuant to which each such person has irrevocably agreed to vote all shares of
our voting stock over which such person has voting control in favor of any
resolution presented to our stockholders to approve an amendment to the
Company's certificate of incorporation that increases the number of authorized
shares of common stock to 500,000,000 shares.

      The discussion in this current report is only a summary and is qualified
in its entirety by reference to the form of Certificate of Designations, Rights
and Preferences of Series A-1 Preferred Stock, the form of Secured Convertible
Debenture, the form of Common Stock Purchase Warrant, the Security Agreement,
the Registration Rights Agreement, the Securities Purchase Agreement and the
Custodial Agreement, which are included as Exhibits 3.1, 4.1, 4.2, 4.3, 4.4,
10.1 and 10.2, respectively, to this current report on Form 8-K and are
incorporated by reference in this Item.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an
            Off-Balance Sheet Arrangement of a Registrant

      As described in Item 1.01 of this current report, on April 6, 2005 we
issued convertible debentures to the Investors in the aggregate principal amount
of $2,752,976. The description of the debentures, the Securities Purchase
Agreement and the Security Agreement contained in Item 1.01 of this current
report is incorporated by reference in this Item.

Item 3.02   Unregistered Sales of Equity Securities

      Pursuant to the Securities Purchase Agreement, we issued and sold secured
convertible debentures with an aggregate principal amount of $2,752,976. The
debentures are convertible, at the option of the holder, into shares of common
stock of the Company at an initial conversion price of $0.11 per share.

      Under the Securities Purchase Agreement, we also issued to the Investors
warrants to purchase up to an aggregate of 21,022,727 of our common stock at an
initial exercise price of $0.30 per share with an expiration date of April 6,
2008.

      In addition, we issued an aggregate of 5,269 shares of Series A-1
Preferred Stock in exchange for an aggregate of 5,269 shares of Series A
Preferred Stock held by Investors that purchased an amount of debentures and
warrants equal to or greater than the Series A Threshold Amount as described in
Item 1.01.

      We paid fees to T.R. Winston & Company, LLC, as placement agent, in the
amount of $7,500 in cash, 75,000 shares of common stock and warrants to purchase
136,364 shares of common stock at an exercise price of $0.75 per share in
connection with this private placement. In addition, we paid $7,500 in cash to
Bristol Capital Advisors, LLC. We also issued 1,318,182 shares of common stock
to Merit Consulting, LLC for consulting services in connection this private
placement. The issuances of such securities were exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
The transaction was approved by the Company's Board of Directors on March
31, 2005. The private placement was made only to accredited investors in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) and Rule 506 of Regulation D promulgated under the
Securities Act. The shares of common stock underlying the debentures, warrants
and Series A-1 Preferred Stock and the shares issued to the placement agents
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.

      As of April 7, 2005, we had outstanding 49,793,694 shares of common stock,
1,605 shares of 5% Series A convertible preferred stock, convertible into an
aggregate of approximately 1,693,038 shares of common stock, and 5,269 shares of
Series A-1 convertible preferred stock, convertible into an aggregate of
approximately 47,900,000 shares of common stock, outstanding warrants to
purchase an aggregate of 52,075,600 shares of common stock and outstanding
options to purchase an aggregate of 4,872,743 shares of common stock. In
addition, we have outstanding convertible bridge notes that may be converted, at
the option of the holder, into an aggregate of 16,590,909 shares of common
stock.

      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 9.01   Financial Statements and Exhibits

(c)   Exhibits

 Number                     Description
------- ------------------------------------------------------------------------

3.1         Certificate of Designations, Rights and Preferences of Series A-1
            Preferred Stock

4.1         Form of Secured Convertible Debenture

4.2         Form of Common Stock Purchase Warrant

4.3         Security Agreement dated April 6, 2005

4.4         Registration Rights Agreement dated April 6, 2005

10.1        Securities Purchase Agreement dated April 6, 2005

10.2        Custodial Agreement dated April 6, 2005
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: April 7, 2005