UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, DC 20549

———————

FORM 8-K

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

~~Pursuant~~Date toof ~~Section 13 or 15~~Report (d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~September of10, ~~1934~~2015

~~Date~~AS SEEN ofON ~~Report (Date of earliest event reported): April 6~~TV, ~~2015 (March 31, 2015)~~INC.

AS SEEN ON TV, INC.
(Exact name of registrant as specified in its charter)
Florida	000-53539	80-0149096
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
14044 Icot Boulevard Clearwater, Florida 33760 (Address of principal executive offices) (Zip Code) (727) 451-9510 Registrant’s telephone number, including area code

(Exact name of registrant as specified in its charter)

Florida	000-53539	80-0149096
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15505 Long Vista Drive, Suite 250

Austin, Texas 78728

(Address of principal executive offices) (Zip Code)

14044 Icot Blvd., Clearwater, Florida 33760

(Former name or former address, if changed since last report)

~~———————~~(512) 225-9844

Registrant’s telephone number, including area code

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o 1Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.0114a-12(b))

~~Entry~~o ~~Into~~Pre-commencement communications apursuant ~~Material~~to ~~Definitive~~Rule 14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240.14d-2(b))

Aso ~~Seen~~Pre-commencement communications onpursuant ~~TV,~~to Inc. (the “Company”) previously entered into a Senior Note Purchase Agreement dated as of April 3, 2014, by and among the Company and the additional purchasers thereto (collectively, the “Credit Parties”), and MIG7 Infusion, LLC (“MIG7”), which was amended MayRule ~~1, 2014~~ 13e-4(~~the “Note Purchase Agreement”~~c). ~~Pursuant~~under to the ~~Note~~Exchange ~~Purchase~~Act ~~Agreement, the Credit Parties sold to MIG7 a senior secured note having a principal amount of $10,180,000, bearing interest at 14% and having a maturity date of April 3, 2015~~ (~~the~~17 ~~“Note”).~~CFR ~~The Note Purchase Agreement was previously filed as Exhibit 10~~240.~~2 to the Company’s Current Report on Form 8~~13e-~~K, filed April 8, 2014.~~ 4(c))

~~The~~Item ~~Company has now entered into an Amendment No~~4.01 2Changes to Senior Note Purchase Agreement (the “Amended Agreement”) dated March 31, 2015, and a Second Amended and Restated Senior Secured Promissory Note (the “Amended Note”). These documents are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report, and made several material changes to the Note Purchase Agreement and Note. In particular, these amendments: (a) contained a qualified forbearance of the events of default noted in ~~the default notice letter delivered to the Company by MIG7 and previously disclosed in the Company~~Registrant’s ~~Current~~Certifying Report on Form 8-K filed December 15, 2014; (b) resulted in MIG7 lending an additional $1,900,000 to the Credit Parties; (c) set the outstanding principal amount, including compounded interest through April 27, 2015, to $12,676,193; (d) capitalized all interest as of April 27, 2015, into the new principal balance referenced above, and provided that interest accrued thereafter until April 2, 2016, is payable on the Maturity Date, and accrued interest after April 2, 2016, is to be paid quarterly; and (e) extended the Maturity Date of the Note to April 3, 2017, with an extension until April 3, 2018, if the Company (i) undertakes an offering of common stock within 15 months of the date of the Amendment that results in net proceeds of at least $14 million, and (ii) at least $10,000,000 of such offering proceeds are applied to the Note. Accountant

~~The~~On ~~Amended~~September ~~Agreement~~10, ~~also~~2015, ~~added additional terms and conditions that are binding on~~ the Company., ~~The~~upon approval ~~proceeds~~ of the ~~Amended~~Board ~~Note~~of ~~must~~Directors, beengaged ~~used~~Marcum byLLP ~~the~~(“Marcum”) ~~Company~~as ~~to acquire~~ the ~~remaining~~Company’s ~~interests~~independent inregistered ~~the~~public accounting ~~debt~~firm ~~of Ronco Holdings, Inc.,~~ and, ondismissed orEisnerAmper ~~before~~LLP ~~May~~(“Eisner”) ~~31,~~as ~~2014,~~of the ~~remaining~~same ~~equity interests of Ronco Holdings, Inc~~date. ~~The~~Eisner ~~acquisition~~did ofnot ~~the~~resign ~~remaining~~or ~~debt~~decline ~~interests~~to ~~has~~stand for ~~been completed~~re-election.

The Company is also obligated, within 120 days of the Amended Agreement, to issue to MIG7 shares of Convertible Preferred Stock of the Company, senior to all other capital stock of the Company, convertible into that number of shares of the CompanyEisner’s ~~common~~report ~~stock~~on ~~representing 60% of~~ the ~~fully~~financial ~~diluted~~statements ~~shares~~ of ~~capital stock of~~ the Company. as ~~In addition, the Company may issue common stock in such amounts that (a) certain warrant holders shall own 9%~~ of ~~the outstanding, fully diluted capital stock of the Company,~~ and ~~management~~for of the ~~Company~~years ~~shall~~ended ~~own 30% of the same. Accordingly~~March 31, ~~assuming~~2013 ~~the~~and ~~successful~~2014 ~~issuance~~did ofnot ~~such~~contain ~~capital~~an ~~stock~~adverse ofopinion ~~the~~or ~~Company,~~disclaimer ~~the remaining shareholders~~ of ~~the Company will be substantially diluted following these issuances. Further~~opinion, ~~each~~nor ~~share~~were they ofqualified ~~the~~or ~~new~~modified ~~Convertible Preferred Stock will be afforded three votes,~~ as ~~compared~~ to ~~one~~audit ~~vote~~scope ~~for~~or ~~each~~accounting ~~share of common stock. The Company~~principles, ~~within~~except ~~180~~to ~~days~~include ofan ~~the~~explanatory ~~date~~paragraph ofrelated ~~the Amended Agreement, will also be required~~ to ~~reserve~~the uncertainty ~~shares~~ of the Company’s ~~common~~ability ~~stock sufficient~~ to ~~convert,~~continue onas ~~one-for-one~~going ~~basis, all shares of the Convertible Preferred Stock into common stock~~concern. Further, until the recapitalization is completed, MIG7 shall have the right to appoint members of the Board of Directors of the Company in any number, such that it may maintain a majority of the board.

~~The~~During ~~Amended~~the ~~Agreement~~Company’s fiscal years ~~also~~ended ~~added~~March 31, ~~additional~~2013 ~~events~~and of2014, ~~default~~and ~~under~~ the ~~Note,~~subsequent ~~including~~interim ~~certain~~period ~~revenue~~through ~~and~~September ~~EBITDA~~10, ~~milestones~~2015, athere ~~requirement~~were ~~that~~(i) ~~the~~no ~~Company~~disagreements between ~~complete~~ the ~~issuances~~Company toand ~~MIG7~~Eisner ~~described~~on ~~above,~~any ~~and~~matter ~~other~~of ~~customary~~accounting ~~terms~~principles ofor ~~default.~~practices, Itfinancial ~~also~~statement ~~requires~~disclosure, ~~that~~or ~~the~~auditing scope ~~Company~~or ~~work~~procedure, ~~towards~~which ~~reducing~~disagreements, ~~its~~if ~~liabilities~~not ~~and~~resolved ~~other~~to ~~obligations~~the satisfaction of ~~each subsidiary~~Eisner, ~~including~~would ~~through~~have ~~the~~caused ~~dissolution~~it orto ~~liquidation~~make ofreference to ~~such~~the ~~subsidiaries.~~subject ~~Except~~matter asof ~~otherwise~~the ~~provided,~~disagreement ~~all~~in ~~other~~connection ~~requirements~~with ~~and~~their ~~terms~~reports ofon the ~~original~~Company’s ~~Note~~financial ~~Purchase~~statements ~~Agreement~~for ~~and~~such years ~~Note~~or ~~continue~~periods infor ~~effect,~~which ~~including~~services ~~MIG7’s~~were ~~rights~~performed; toand ~~foreclose~~(ii) onthere ~~assets~~were ofno ~~the~~reportable ~~Company~~events ~~upon~~as ~~any~~described ~~subsequent~~in ~~event~~Item 304(a)(1)(v) of Regulation ~~default~~S-K.

The ~~foregoing~~Company ~~description~~has ofprovided ~~the~~Eisner ~~Amended~~with a ~~Agreement~~copy of this report and ~~the~~requested ~~Amended~~that ~~Note,~~Eisner ~~and~~furnish the ~~transactions~~Company ~~contemplated~~with ~~thereby,~~a ~~does~~letter ~~not~~addressed ~~purport~~ to bethe ~~complete~~Securities and isExchange ~~subject~~Commission stating ~~to,~~whether ~~and~~it ~~qualified~~agrees inwith ~~its~~the ~~entirety~~statements made by, the ~~Amended~~Company ~~Agreement~~herein and, ~~Amended~~if ~~Note~~not, ~~copies~~stating ofthe respects in which ~~are~~it does not agree. A copy of the letter provided by Eisner is filed as ~~Exhibits~~Exhibit 1016.1 ~~and 10.2, respectively,~~ to this Current Report on Form 8-K ~~and are incorporated herein by reference~~.

During the Company’s two most recent fiscal years ended March 31, 2013 and 2014 and the subsequent interim period through September 10, 2015, the Company did not consult with Marcum with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

~~Financial~~(d) ~~Statements and~~ Exhibits.

(d) Exhibits

Exhibit No.		Description

16.1		Letter of EisnerAmper LLP

Exhibit No.		Description
10.1		Amendment No. 2 to Senior Note Purchase Agreement, dated March 31, 2015, by and among As Seen On TV, Inc., Infusion Brands, Inc, eDiets.com, Inc., Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC, RFL Enterprises, LLC, and MIG7 Infusion, LLC
10.2		Second Amended Senior Secured Promissory Note, dated March 31, 2015, in favor of MIG7 Infusion, LLC

3Signatures

~~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.

~~Pursuant~~AS toSEEN ~~the~~ON ~~requirements of the Securities Exchange Act of 1934~~TV, ~~the~~INC. ~~registrant~~By:/s/ ~~has~~Shad ~~duly~~Stastney ~~caused~~Shad ~~this~~Stastney ~~report~~Chief toExecutive ~~be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

ASDate: ~~SEEN~~September ~~ON TV~~16, ~~INC. By: /s/ Shad Stastney Shad Stastney Interim Chief Executive Officer~~2015

~~Date: April 6, 2015~~3

Filing Compare · As Seen On TV, Inc.