UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): ~~January~~April 56, 2015 (March 31, 2015)

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) 230-1031 Registrant’s telephone number, including area code
14044 Icot Boulevard Clearwater, Florida 33760 (Address of principal executive offices) (Zip Code) (727) 451-9510 Registrant’s telephone number, including area code

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

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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 31.0201

~~Unregistered~~Entry ~~Sales~~Into ofa ~~Equity~~Material ~~Securities.~~Definitive Agreement

~~See~~As ~~Item~~Seen ~~5.02~~on ofTV, ~~this~~Inc. ~~Current~~(the ~~Report~~“Company”) onpreviously ~~Form~~entered ~~8-K~~into ~~below,~~a ~~which~~Senior ~~item~~Note isPurchase ~~incorporated~~Agreement bydated ~~reference.~~as ~~The~~of ~~issuance~~April of3, ~~the~~2014, ~~restricted~~by ~~shares~~and ofamong ~~common~~the ~~stock~~Company ~~under~~and the ~~terms~~additional ofpurchasers thereto (collectively, the ~~employment~~“Credit ~~agreement~~Parties”), and ~~letter~~MIG7 ~~agreement~~Infusion, LLC (“MIG7”), which was ~~issued~~amended ~~under~~May 1, 2014 (the ~~exemption~~“Note ~~from~~Purchase ~~registration~~Agreement”). ~~provided~~Pursuant byto ~~Section 4(~~the Note Purchase Agreement, the Credit Parties sold to MIG7 a~~)(2)~~ senior secured note having a principal amount of ~~the~~$10,180,000, ~~Securities~~bearing ~~Act~~interest at 14% and having a maturity date of ~~1933~~April 3, as2015 ~~amended~~(the “Note”). The ~~certificates~~Note ~~representing~~Purchase ~~the~~Agreement ~~shares~~was ~~will~~previously ~~contain~~filed aas ~~legend~~Exhibit ~~restricting~~10.2 ~~transferability~~to ~~absent~~the ~~registration~~Company’s orCurrent ~~applicable~~Report ~~exemption~~on Form 8-K, filed April 8, 2014.

~~Item~~The 5Company has now entered into an Amendment No.02 2 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’s Current 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.

~~Departure~~The Amended Agreement also added additional terms and conditions that are binding on the Company. The proceeds of ~~Directors~~the orAmended ~~Certain~~Note ~~Officers;~~must ~~Election~~be used by the Company to acquire the remaining interests in the debt of ~~Directors;~~Ronco ~~Appointment~~Holdings, Inc., and, on or before May 31, 2014, the remaining equity interests of ~~Certain~~Ronco ~~Officers;~~Holdings, ~~Compensatory~~Inc. ~~Arrangements~~The acquisition of ~~Certain~~the ~~Officers~~remaining debt interests has been completed.

OnThe ~~January~~Company 5is also obligated, ~~2015~~within 120 days of the Amended Agreement, ~~Kevin~~to ~~Richardson~~issue to MIG7 shares of Convertible Preferred Stock of the Company, IIsenior to all other capital stock of the Company, convertible into that number of shares of the Company’s common stock representing 60% of the fully diluted shares of capital stock of the Company. 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 ~~Greg~~management ~~Adams~~of ~~resigned~~the ~~from~~Company shall own 30% of the ~~board~~same. Accordingly, assuming the successful issuance of ~~directors~~such capital stock of the Company, the remaining shareholders of the Company will be substantially diluted following these issuances. Further, each share of the new Convertible Preferred Stock will be afforded three votes, as compared to one vote for each share of common stock. The Company, within 180 days of the date of the Amended Agreement, will also be required to reserve shares of the Company’s common stock sufficient to convert, on one-for-one basis, all shares of the Convertible Preferred Stock into common stock. 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.

OnThe ~~January~~Amended 8,Agreement ~~2015,~~also ~~Mark~~added ~~Ethier,~~additional ~~under~~events aof ~~letter~~default ~~agreement,~~under ~~resigned~~the asNote, anincluding ~~employee~~certain ~~(and~~revenue ~~as an officer) of the Company~~ and ~~its~~EBITDA ~~subsidiaries effective January 8~~milestones, ~~2015. Mr. Ethier shall remain~~ a ~~member~~requirement ofthat the Company’s ~~board~~complete ~~of directors and~~ the ~~board~~issuances ~~has~~to ~~reduced~~MIG7 ~~the~~described ~~number~~above, ofand ~~seats~~other oncustomary ~~its~~terms ~~board~~ of ~~directors to two members~~default. ~~The~~ ~~board~~It ofalso ~~directors~~requires ~~has~~that ~~appointed Shad Stastney, a current member of~~ the ~~board~~Company ofwork ~~directors,~~towards asreducing ~~interim~~its ~~president~~liabilities and ~~chief~~other ~~executive~~obligations ~~officer. Pursuant~~of toeach ~~Mr.~~subsidiary, ~~Ethier’s~~including ~~resignation~~through hethe isdissolution ~~not entitled to any payments~~ or ~~benefits~~liquidation ~~subsequent to the effective date~~ of ~~termination~~such ofsubsidiaries. ~~his~~Except ~~employment~~as ~~and~~otherwise ~~the~~provided, ~~Company~~all ~~agreed~~other torequirements ~~waive his non-competition~~ and ~~non-solicitation~~terms ~~covenants. In~~of ~~addition,~~ the ~~Company~~original ~~agreed~~Note toPurchase ~~vest~~Agreement and ~~issue~~Note tocontinue ~~Mr.~~in ~~Ethier 6~~effect,~~000,000~~ ~~shares~~including ofMIG7’s ~~restricted~~rights ~~common~~to ~~stock,~~foreclose ~~which~~on ~~approximately~~assets ~~equals~~of the ~~number~~Company ~~of shares of common stock that would have vested~~ upon ~~the~~any ~~first~~subsequent ~~anniversary~~event of Mrdefault. ~~Ethier’s amended and restated employment agreement.~~

The foregoing description of the ~~employment~~Amended ~~agreement~~Agreement and ~~letter~~the ~~agreement~~Amended Note, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, ~~reference to~~ the ~~employment~~Amended ~~agreement~~Agreement and ~~letter~~Amended ~~agreement~~Note, copies of which are ~~each~~ filed as anExhibits ~~exhibit~~10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		~~Amended~~Amendment ~~and~~No. ~~Restated~~2 ~~Employment~~to ~~Agreement~~Senior ~~with~~Note ~~Mark~~Purchase ~~Ethier~~Agreement, dated ~~August~~March 2031, ~~2014~~2015, ~~effective~~by ~~July~~and 1among As Seen On TV, ~~2014~~Inc., ~~(previously~~Infusion ~~filed~~Brands, onInc, ~~Form~~eDiets.com, ~~8-K~~Inc., ~~file~~Tru ~~with~~Hair, ~~the~~Inc., ~~SEC~~TV onGoods ~~August~~Holding 27Corporation, ~~2014)~~Ronco Funding LLC, RFL Enterprises, LLC, and MIG7 Infusion, LLC
10.2		~~Letter~~Second ~~Agreement~~Amended Senior Secured Promissory Note, dated ~~January~~March 831, 2015, in favor of MIG7 Infusion, LLC

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.

AS SEEN ON TV, INC. By: /s/ Shad Stastney Shad Stastney Chief Strategy Officer

Date: January 15, 2015

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 hereunto duly authorized.



AS SEEN ON TV, INC.

By:		/s/ Shad Stastney
		Shad Stastney
		Interim Chief Executive Officer

Date: April 6, 2015

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