CHANNEL I INC
8-K/A, 1997-05-06
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 8-K/A1



                       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.
               (Exact name of registrant as specified in charter)



                                     Nevada
         (State or other jurisdiction of incorporation or organization)


       0-25680                                          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.

         This  report on Form 8-K dated  February  6,  1997,  of  Channel i Inc.
("Company"),  as originally  filed with the Securities and Exchange  Commission,
contained several  inadvertent  clerical errors. The original report stated that
the 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, when in fact 596,250  Preferred
Stock Units were offered for sale, but only 298,125  Preferred  Stock Units were
purchased.

         The  report on Form 8-K also  stated  that each  Preferred  Stock  Unit
consisted of one share of Series A Voting  Convertible  Preferred  Stock and one
(1) each Class B Common Stock  Purchase  Warrant  ("Class B Warrants"),  one (1)
Class C Common Stock  Purchase  Warrant  ("Class C Warrants"),  and one (1) each
Class D Common Stock Purchase  Warrant  ("Class D Warrants"),  when in fact each
unit included ten (10) each of Class B, Class C and Class D Warrants.

         Upon conclusion of the offering, therefore, the Company sold:

         (a)      298,125  shares  of  Series A,  Voting  Convertible  Preferred
                  Stock, par value $.001 per share of the Company, each share of
                  which is  convertible  into ten (10)  shares of the  Company's
                  common stock subject to adjustment;

         (b)      2,981,250 Class B Common Stock Purchase Warrants, each Class B
                  Warrant entitling the holder thereof to purchase one (1) 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)      2,981,250 Class C Common Stock Purchase Warrants, each Class C
                  Warrant entitling the holder thereof to purchase one (1) 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)      2,981,250 Class D Common Stock Purchase Warrants, each Class D
                  Warrant entitling the holder thereof to purchase one (1) 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.


                                   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: April 30, 1997
                                                 CHANNEL i INC





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




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