(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 Notice of Delisting or Failure to Satisfy a Continued Listing Rule of
Standard
As
further described in Item 8.01 below, Interactive
Television Networks, Inc., a Nevada corporation (the “Registrant”), has ceased
to operate and, immediately following the filing of this Form 8-K, will file
a
Form 15 to terminate its registration under Section 12(g) of the Securities
Exchange Act of 1934. Following the filing of the Form 15, the Registrant will
no longer file any periodic reports with the Securities and Exchange Commission
(the “SEC”) and, therefore, Registrant’s common stock will no longer be eligible
to be listed for trading on the OTC Bulletin Board.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On
December 16, 2007, Mr. Michael Martinez, resigned from all positions that he
held with the Registrant, including its President and a member of the Board
of
Directors. As a result, since that date Charles Prast, the Registrant’s Chief
Executive Officer and the interim Chief Financial Officer, has been the
Registrant’s sole remaining officer. Mr. Prast intends to resign as an officer
and director of the Registrant as soon as certain ministerial actions required
to be taken in connection with the cessation of the Registrant’s business and
the termination of its status as an SEC reporting company have been completed.
On
February 11, 2008, Messrs. Geoff Brown, Joseph J. Scotti and John Wirt resigned
from the Board of Directors of the Registrant. As a result, the sole remaining
director of the Registrant currently is Charles Prast.
Item 8.01
Other Events
Immediately
following the filing of this Form 8-K, the Registrant will file with the SEC
a
Form 15 certification and notice of termination of registration under the
Securities Exchange Act of 1934. The Registrant’s duty to continue filing any
reports with the SEC will thereafter be suspended effective upon the filing
of
the Form 15, and the termination of the Registrant’s registration will become
effective within 60 days following the filing of the form. Based on information
provided to the Registrant by its transfer agent, as of March 31,2008, the
Registrant had 85 stockholders of record.
As
of the
close of business on April 3, 2008, the Registrant formally ceased conducting
all operations and permanently terminated its business of distributing
television broadcasting over the Internet to paid subscribers. The Registrant
has ceased accepting any new subscribers, has turned off its Internet
distribution facilities, and no longer provides any video content to any former
subscribers. In connection with the termination of all of its operations, the
Registrant has closed all of its offices and has laid off all remaining
employees. Mr. Charles Prast has agreed to continue to serve as an unpaid,
part-time officer of the Registrant while the Registrant completes certain
regulatory filings in connection with the termination of the company’s business
and its status as an SEC reporting company. The Registrant has set up the
following temporary mailing address and e-mail address during the final wind-up
phase of the company: 2118 Wilshire Blvd. #365 Santa Monica, CA90403;
itvncontact@gmail.com.
The
Registrant has no remaining assets but has approximately $10 million of
outstanding, unpaid liabilities, including over $8,350,000 of secured
indebtedness.
Background.
In
June
2005, the Registrant acquired ITVN, Inc. (“ITVN”), a company engaged
in the business of developing, marketing, transmitting, and managing television
programming over the Internet to subscribers. In order to obtain the funds
to
(i) build
the
physical
infrastructure
for collecting, storing and distributing our programming over the Internet,
(ii)
assemble a critical
mass of mainstream and niche television
programming,
and
(iii)
market these content television
networks
both in
the U.S. and abroad, the Registrant raised approximately $10,350,000 of debt
and
equity financing, including $8,350,000 of secured convertible debentures that
bore interest at rates of 16% and 17% per annum. The Registrant’s obligations
under all of the debentures were secured by liens on the assets of Registrant
and ITVN.
-2-
Unfortunately,
the Registrant’s business and subscriber base grew slower than anticipated and,
to a large extent, has been displaced by new evolving technologies and services
that have undercut the Registrant’s business model of charging subscribers a
monthly fee for obtaining television programming over the Internet. As a result,
the Registrant continued to operate at a loss and, eventually, was unable
to
make the debt service payments under the outstanding secured debentures. In
addition, the Registrant has been unable raise additional capital. Therefore,
in
order to preserve value for the stockholders of the Registrant and to maximize
the return for its creditors, the Registrant and its ITVN subsidiary evaluated
numerous alternatives, including strategic relationships with third parties
and
the sale of ITVN’s assets.
On
July11, 2007, ITVN entered into an asset purchase agreement with BroadShift Inc.,
a
Canadian corporation that was also engaged in the distribution of television
programming over the Internet. Unfortunately, BroadShift was unable to obtain
sufficient funding to complete the purchase of the ITVN assets, and the purchase
was formally abandoned in December 2007. Since that date, the Registrant
substantially reduced its operations and has attempted to survive until it
could
find another buyer or an alternate strategy to preserve some value for its
creditors and stockholders. The Registrant has been unable to find another
buyer
and, because of its continuing negative cash flow and diminishing operations,
the Registrant formally ceased all of its operations on April 3,2008.
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.
