UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

~~December 6,~~PURSUANT ~~2004~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

April 1, 2005

Date of report (Date of earliest event reported)

K-tel International, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	1-07115	41-0946588
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2655 Cheshire Lane North, Suite 100Plymouth, Minnesota 55447
(Address of principal executive offices, including zip code)
(763) 559-5566
(Registrant’s telephone number, including area code)

2655 Cheshire Lane North, Suite 100

Plymouth, Minnesota 55447

(Address of principal executive offices, including zip code)

(763) 559-5566

(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 (see General Instruction A.2):

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 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(cb) On ~~December 6~~April 1, ~~2004~~2005, ~~our~~ ~~board of directors appointed~~ John A. Leitch, ~~age~~our ~~53, to the position of~~ Chief Financial ~~Officer, effective January 4, 2005. Concurrent with the commencement of his~~ ~~service as Chief Financial~~ Officer, ~~Mr. Leitch began serving as our~~ principal financial officer and principal accounting officer~~. Each~~ ~~of our executive officers is appointed~~since ~~to serve until his or her successor is duly appointed by the board or his or her earlier removal or resignation from office. Effective~~ January 4, 2005, ~~Mr.~~resigned ~~Leitch~~from ~~also~~his ~~began~~positions ~~serving~~at ~~as Chief Financial Officer of K-tel International Ltd., an organization that is an affiliate of Philip Kives,~~ our ~~President and Chief Executive Officer~~company. ~~Pursuant~~We tohad ananticipated ~~extension~~entering ofinto ~~such~~a ~~employment~~letter ~~arrangement,~~agreement ~~Mr.~~with ~~Leitch was appointed as an executive officer of our company. There are no familial relationships between~~ Mr. Leitch ~~and~~relative ~~any~~to ~~other~~his ~~officer~~service orto ~~director of~~ our company~~. For more than the past five years~~, ~~Mr.~~but ~~Leitch~~such ~~had~~agreement ~~served~~was asnever ~~the~~entered ~~Chief Financial Officer of Mcdiarmid Lumber Ltd~~into. ~~There are no transactions in which Mr. Leitch~~We ~~has~~have anbegun ~~interest requiring disclosure under Item 404(~~a) ofsearch ~~Regulation S-K. However, we anticipate paying an aggregate of $67,600 in management fees during our current fiscal year to K-tel International Ltd.~~ for ~~certain~~a ~~services~~new ~~provided~~Chief toFinancial ~~our company, including services to be provided by Mr~~Officer. ~~Leitch.~~

~~We anticipate entering into a letter agreement with Mr. Leitch relative to his service to our company. We will amend this report to file any such letter agreement as an exhibit.~~2

~~ITEM 8.01 OTHER EVENTS.~~SIGNATURES

OnPursuant ~~January 19,~~to ~~2005, we received notice from a Hearings Panel designated by~~ the ~~NASD Board of Governors~~requirements of ~~its determination that our common stock is not eligible for continued quotation on~~ the ~~OTC~~Securities ~~Bulletin~~Exchange ~~Board~~Act ~~(“OTCBB”)~~of ~~based on our failure to timely file a completed Annual Report on Form 10-K for the fiscal year ended June 30~~1934, ~~2004, and a Quarterly Report on Form 10-Q for~~ the ~~quarter~~registrant ~~ended~~has ~~September~~duly ~~30,~~caused ~~2004,~~this ~~with~~report ~~the~~to ~~Securities and Exchange Commission. As a result, our common stock will~~ be ~~deleted~~signed ~~from quotation~~ on ~~the OTCBB~~its ~~effective~~behalf ~~with~~by the ~~open~~undersigned ofhereunto ~~business~~duly ~~on January 21, 2005~~authorized.

On January 20, 2005, we issued a press release regarding the foregoing matter, which appears as Exhibit 99 to this report. Such press release is incorporated by reference in response to this Item 8.01.

	K-tel International, Inc.


Date: April 7, 2005	By:	/s/	Kimmy R. Lockwood
			Kimmy R. Lockwood
			Controller

~~ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.~~3

See “Exhibit Index.”

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.

	K-tel International, Inc.
Date: January 21, 2005	By:	/s/ John A. Leitch
			John A. Leitch Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99		Press Release, dated January 20, 2005.

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