FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the Month of ~~May~~July, 2006 Commission File Number: 000-33143

CLAXSON INTERACTIVE GROUP INC.

(Translation of Registrant’s Name into English)

Avenida Melian 2752, C1430EYH, Buenos Aires, Argentina

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___.

CLAXSON INTERACTIVE GROUP INC.
Form 6-K

TABLE OF CONTENTS

Item		~~Page~~		Page
Item 1.	~~Press Release Announcing Claxson Interactive Group Inc.’s Fiscal 2006 First Quarter Financial Results~~	Press Release Announcing Delay in Filing of Annual Report on Form 20-F for the Year Ended December 31, 2005 and Restatement	3		3
Signatures			10		5

Item 1. Press Release Announcing ~~Claxson~~Delay ~~Interactive~~in ~~Group~~Filing ~~Inc.’s~~of ~~Fiscal~~Annual ~~2005~~Report ~~First~~on ~~Quarter~~Form ~~Financial~~20-F ~~Results~~for the Year Ended December 31, 2005 and Restatement

FOR IMMEDIATE RELEASE

CLAXSON REPORTS ~~2006~~DELAY ~~FIRST~~IN ~~QUARTER~~FILING ~~FINANCIAL~~ANNUAL ~~RESULTS~~REPORT ON FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2005

The ~~Company~~delay ~~shows~~is ~~improved~~caused by the need to restate prior period results due to certain errors found in Claxson’s ~~Pay~~accounting TVfor ~~and~~investments ~~Broadcast~~in ~~businesses~~equity securities

Buenos Aires, ~~May~~July 1918, 2006 — Claxson Interactive Group Inc. (XSONF.OB; “Claxson” or the “Company”), today announced ~~results~~that ~~for~~it ~~the~~will ~~three~~not be able to file its annual report on Form 20-~~month~~F ~~period~~for the year ended ~~March~~December 31, 2005 with the Securities and Exchange Commission within the extended deadline of July 17, 2006 due to the Company’s need for additional time to complete a restatement of its financial statements for previous years.

~~Financial~~The ~~Highlights~~Audit Committee of the Company’s Board of Directors and the Company’s management concluded that the financial statements for the years ended December 31, 2002, 2003 and 2004 will need to be restated due to an error in the application of generally accepted accounting principles as they relate to the recognition of the impairment in the value of certain investments in equity securities that the Company had held since its inception and sold during 2005. The Company expects that the effect of the restatement on the company’s consolidated income statements and comprehensive income with respect to the accounting for investments in equity securities will be an increase in net loss for the year ended December 31, 2002 of $0.8 million, a reduction in net income for the year ended December 31, 2003 of $0.4 million, an increase in net income for the year ended December 31, 2005 of $1.2 million and no net income effect for 2004. Accordingly, the Company does not expect that in the aggregate, when considering all years covered by the restatement, there will be any net effect on the Company’s net income over the covered years. Additionally, the Company

Net revenue for the first quarter of 2006 was $19.6 million, a 10% increase from net revenue of $17.8 million for the first quarter of 2005, reflecting the improved performance of Pay TV and Broadcast Radio. Operating expense for the three months ended March 31, 2006 was $14.8 million, compared to $14.9 million in the first quarter of 2005. Operating income for the three-month period ended March 31, 2006 was $4.8 million, compared to $2.9 million for the three month period ended March 31, 2005. Foreign exchange loss for the three-month period ended March 31, 2006 was $0.3 million compared to a foreign exchange gain of $0.6 million in the same period of 2005. Net income from continuing operations for the three months ended March 31, 2006 was $3.1 million ($0.15 per common and $0.14 per diluted share), compared to $2.3 million ($0.11 per common and diluted share) for the same period in 2005. Net income for the three months ended March 31, 2006 was $3.1 million ($0.15 per common and $0.14 per diluted share), compared to $1.4 million ($0.07 per common and diluted share) for the same period in 2005.

~~During~~identified ~~the~~certain ~~first~~classification ~~quarter~~errors ofin ~~2006,~~ the ~~average~~Company’s ~~exchange~~consolidated ~~rate~~statements of cash flows for the ~~Argentine~~years ended December 31, 2003 and ~~Chilean~~2004 ~~currencies compared~~related to ~~the~~dividends ~~U.S.~~and ~~dollar~~restricted ~~depreciated~~investments. 5%These classification ~~and~~errors ~~appreciated~~will ~~9%,~~also ~~respectively,~~be ~~versus~~corrected ~~the~~as ~~same~~part ~~period in~~of ~~2005~~the restatement.

~~Continued~~The Audit Committee of the Company’s Board of Directors and the Company’s management have discussed these matters with its independent registered public accounting firm.

Pending the filing by Claxson ~~Reports~~of its restated financial statements, previously filed financial statements and the report of our independent registered public accounting firm included in Forms 20-F for the fiscal years ended December 31, 2004, 2003 and 2002 and Form 6-K filed on April 4, 2006 ~~First~~containing ~~Quarter~~an ~~Results~~earnings ~~Page~~release 2for the period ended December 31, 2005, should not be relied upon.

~~CLAXSON~~Although the Company does not expect that the restatement will have an impact on its ongoing ~~UNAUDITED~~operations, ~~CONSOLIDATED~~the ~~STATEMENTS~~restatement OFimpact ~~OPERATIONS~~discussed —in ~~INFORMATION~~this BYpress ~~SEGMENT~~release is preliminary, unaudited and ~~(In~~reflects ~~Thousands~~restatement ofadjustments Uidentified to date.S. ~~dollars)~~This estimate is subject to change as a result of any adjustments arising from the restatement process and the completion of the Company’s investigation.

			Operating									Consolidated
			expenses									Operating
	Net		(before depr.			Depreciation			Total			Income
	Revenues		and amort.)			& amortization			expenses			(loss)
For the Three Months Ended March 31,
2006
Pay TV	$	13,478	$	(9,069	)	$	(432	)	$	(9,501	)	$	3,977
Broadcast Radio		5,985		(3,534	)		(460	)		(3,994	)		1,991
Broadband & Internet		48		(232	)		—			(232	)		(184	)
Corporate		72		(1,092	)		—			(1,092	)		(1,020	)
Total	$	19,583	$	(13,927	)	$	(892	)	$	(14,819	)	$	4,764
2005
Pay TV	$	12,299	$	(9,170	)	$	(551	)	$	(9,721	)	$	2,578
Broadcast Radio		5,379		(3,418	)		(469	)		(3,887	)		1,492
Broadband & Internet		29		(227	)		—			(227	)		(198	)
Corporate		72		(1,029	)		—			(1,029	)		(957	)
Total	$	17,779	$	(13,844	)	$	(1,020	)	$	(14,864	)	$	2,915

“We are very pleased with the overall results of the first three months of 2006. The last few periods, we have seen a consistent growth in our consolidated net revenues,” said Roberto Vivo, Chairman and CEO. “particularly in the broadcasting and pay TV units.”

PAY TV

Net revenue for the first quarter of 2006 was $13.5 million, a 10% increase from net revenue of $12.3 million for the first quarter of 2005. The increase in net revenue is principally attributable to increased advertising sales and other revenues, mainly production services and programming sales to third parties, and to a lesser extent subscriber-based fees.

Operating expense (excluding depreciation and amortization) for the first quarter of 2006 was $9.1 million, compared to $9.2 million for the comparable period of 2005.

Operating income for the first quarter of 2006 was $4.0 million compared to $2.6 million for the same period in 2005.

As of March 31, 2006, the Company’s owned basic and premium channels reached approximately 50.6 million aggregate subscribers, a 17% growth compared to its subscriber base as of March 31, 2005. Infinito, HTV and FTV were the Company’s channels that reported the strongest growth compared to the same period in 2005.

BROADCAST RADIO

Net revenue for the first quarter of 2006 was $6.0 million, an 11% increase from net revenue of $5.4 million for the first quarter of 2005. The increase is attributable to the increase in audience share in Chile with a corresponding increase in advertising revenues, as well as a 9% appreciation in the Chilean peso as compared to 2005.

Operating expense (excluding depreciation and amortization) for the first quarter of 2006 was $3.5 million compared to $3.4 million for the same period in 2005. The increase is principally due to the appreciation of the Chilean peso, partially offset by reduced corporate and administration expenses.

Operating income for the first quarter of 2006 was $2.0 million compared to $1.5 million for the same period in 2005.

Claxson Reports 2006 First Quarter Results Page 3

IberoAmerican Radio Chile’s average audience share in the first quarter of 2006 was 40.1% compared to 39.3% for the same period of 2005.

BROADBAND & INTERNET

Net revenue for the first quarter of 2006 was $48,000 compared to $29,000 for the same period in 2005.

Operating expense (excluding depreciation and amortization) remained constant at $0.2 million.

Operating loss for the first quarter of 2006 was $0.2 million, unchanged when compared to the same period in 2005.

Statement of Cash Flows

As of March 31, 2006, Claxson had cash and cash equivalents of $25.7 million and financial debt of $68.4 million including principal and accrued but unpaid interest. Future interest payments on the Company’s 8.75% Senior Notes due in 2010, totaling $11.2 million as of March 31, 2006, are recorded as financial debt.

During the first quarter of 2006 Claxson operating activities generated cash flow of $3.3 million compared to $2.4 million for the same period of 2005. The difference is primarily due to improved operating results, partially offset by increased investment in working capital in 2006, primarily as a result of the decrease in liabilities. Cash generated from operating activities was primarily used for the payment of debt obligations and for capital expenditures.

About Claxson

Claxson (XSONF.OB) is a multimedia company providing branded entertainment content targeted to Spanish and Portuguese speakers around the world. Claxson has a portfolio of popular entertainment brands that are distributed over multiple platforms through its assets in pay television, radio and the Internet. Headquartered in Buenos Aires, Argentina and Miami, Florida, Claxson has a presence in the United States and all key Ibero-American countries, including without limitation, Argentina, Mexico, Chile, Brazil, Spain and Portugal. Claxson’s principal shareholders are the Cisneros Group of Companies and funds affiliated with Hicks, Muse, Tate & Furst Inc.

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations or beliefs of Claxson’s management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For a detailed discussion of these factors and other cautionary statements, please refer to Claxson’s annual report on Form 20F filed with the U.S. Securities and Exchange Commission on July 15, 2005.

# # #

Contacts:


Press		Investors

Juan Iramain		Jose Antonio Ituarte
VP, Communications		Chief Financial Officer
Claxson		Claxson
011-5411-4339-3701		011-5411-4339-3700

~~Claxson Reports 2006 First Quarter Results Page~~ 4

— Financial Tables Attached —

CLAXSON UNAUDITED BALANCE SHEETS (In Thousands of U.S. dollars)

	As of		As of
	March 31,		December 31,
	2006		2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	25,702	$	25,126
Accounts receivable, net		23,923		23,527
Other current assets		5,431		7,157
Total current assets		55,056		55,810
PROPERTY AND EQUIPMENT, net		10,174		10,583
PROGRAMMING RIGHTS, net		4,399		4,413
INVESTMENTS IN UNCONSOLIDATED AFFILIATES		2,432		2,405
GOODWILL		52,472		53,164
BROADCAST LICENSES, net		16,084		16,841
OTHER ASSETS		8,476		8,404
TOTAL ASSETS	$	149,093	$	151,620
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable, accrued and other liabilities	$	27,139	$	28,319
Current portion of programming rights obligations		3,421		4,688
Current portion of long-term debt		14,949		14,722
Total current liabilities		45,509		47,729
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		64,713		67,057
Other long-term liabilities		2,846		3,103
Total long-term liabilities		67,559		70,160
MINORITY INTEREST		317		311
SHAREHOLDERS’ EQUITY		35,708		33,420
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	149,093	$	151,620

Claxson Reports 2006 First Quarter Results Page 5

CLAXSON UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands of U.S. dollars, except per share data)

	Three Months Ended
	March 31,
	2006			2005
NET REVENUES:
Subscriber-based fees	$	10,927		$	10,556
Advertising		7,262			6,166
Production services		572			277
Other		822			780
Total net revenues		19,583			17,779
OPERATING EXPENSES:
Product, content and technology		(6,605	)		(6,942	)
Marketing and sales		(3,699	)		(3,138	)
Corporate and administration		(3,623	)		(3,764	)
Depreciation and amortization		(892	)		(1,020	)
Total operating expenses		(14,819	)		(14,864	)
OPERATING INCOME		4,764			2,915
INTEREST EXPENSE		(541	)		(381	)
OTHER INCOME, NET		355			476
FOREIGN CURRENCY EXCHANGE (LOSS) GAIN		(341	)		609
NET (LOSS) FROM UNCONSOLIDATED AFFILIATES		(451	)		(556	)
INCOME BEFORE INCOME TAXES , MINORITY INTEREST AND DISCONTINUED OPERATIONS		3,786			3,063
INCOME TAXES		(693	)		(941	)
MINORITY INTEREST		(21	)		153
NET INCOME FROM CONTINUING OPERATIONS		3,072			2,275
DISCONTINUED OPERATIONS
(Loss) from operations of discontinued divisions — net		—			(834	)
(LOSS) ON DISCONTINUED OPERATIONS		—			(834	)
NET INCOME	$	3,072		$	1,441
NET INCOME PER COMMON SHARE:
Income from continuing operations
Basic	$	0.15		$	0.11
Diluted	$	0.14		$	0.11
(Loss) on discontinued operations
Basic and diluted	$	—		$	(0.04	)
NET INCOME PER SHARE:
Basic	$	0.15		$	0.07
Diluted	$	0.14		$	0.07
NUMBER OF SHARES USED IN PER SHARE CALCULATIONS:
Basic		20,486			20,318
Diluted		21,893			21,941

Claxson Reports 2006 First Quarter Results Page 6

CLAXSON UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of U.S. dollars)

	Three Months Ended
	March 31,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,072			$	1,441
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of programming rights		751				776
Share-based compensation		92				14
Depreciation and amortization		892				1,020
Accrued and (uncollected) unpaid interest		204				181
Exchange rate loss (gain)		341				(609	)
Net loss (gain) on disposal of assets		24				(506	)
Income from unconsolidated affiliates and related transactions		451				556
Minority interest		21				(153	)
Changes in operating assets and liabilties		(2,501	)			(360	)
Net cash provided by operating activities		3,347				2,360
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(444	)			(289	)
(Investment in) distributions from unconsolidated affiliates, net		(310	)			(170	)
Proceeds from sale of investments in subsidiaries, equity securities and affiliates, net		(4	)			639
Net cash (used in) provided by investing activities		(758	)			180
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of short/long-term debt		(1,954	)			(2,120	)
Proceeds from excercised stock options		—				26
Net cash (used in) financing activities		(1,954	)			(2,094	)
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS		(59	)			—
NET INCREASE IN CASH AND CASH EQUIVALENTS		576				446
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		25,126				7,270
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	25,702			$	7,716

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.

	CLAXSON INTERACTIVE GROUP INC.
	(Registrant)
Date: June 12, 2006	By:	/s/ Roberto Vivo-Chaneton
Date: July 18, 2006	By:	/s/ Roberto Vivo-Chaneton
		Name:	Roberto Vivo-Chaneton
		Title:	Chief Executive Officer

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