UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549


                               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 reported): April 26, 2002

                        CONCEPTS DIRECT, INC.

    ____________________________________________________________________
        (Exact name of registrant as specified in its chapter)

   Delaware                     0-20680                 52-1781893
______________________    _______________________   ______________________
(State or other           (Commission File          (IRS Employer
jurisdiction of           Number)                   Identification No.)
incorporation)


2950 Colorful Avenue, Longmont, CO               80504
____________________________                ______________________________
(Address of principal executive             (Zip Code)
offices)


Registrant's telephone number, including area code: (303)682-7147


Item 5.  Other Events and Regulation FD Disclosure.

      On April 26, 2002, the Company closed on a $4 million
financing (the "Financing") with St. Cloud Capital Partners, LP
("St. Cloud") and Phillip A. and Linda S. Wiland (the "Wilands").
The Financing entailed two 10% Senior Secured Promissory Notes
(the "Notes") in the aggregate principal amount of $4,000,000 and
two Common Stock Purchase Warrants, representing the right to
acquire in the aggregate 550,000 shares of common stock. The Notes
are secured by assets of the Colorful Images brand pursuant to a
security agreement (the "Security Agreement") and undeveloped land
owned by the Company.  The proceeds from the Financing are to fund
the Company's plans to grow sales.

      The Note and Warrant issued by the Company to the Wilands
replaced an existing note and warrant with the Wilands which was
entered into on March 28, 2002 and has been previously disclosed.
That note provided that if the Company obtained additional
financing on or before April 30, 2002, the Wilands would receive
substantially similar terms and conditions of the prospective
investor(s).

      Marshall S. Geller, director of the Company, is the
co-founder and senior manager of St. Cloud and he has an interest
in St. Cloud. Phillip A. Wiland is the Chairman, Chief Executive
Officer and President of the Company.  Linda S. Wiland is Mr.
Wiland's spouse.  The Wilands are significant stockholders of the
Company

      The Company's loan commitments under the Financing are as follows
(assuming the Company does not prepay the loan which it is allowed
to do after the first year without penalty): (1) total minimum
loan payments -- approximately $5,100,000; (2) total payments in
2002 -- approximately $765,000; (3) total payments in 2003-2004 --
approximately $2,040,000; (4) total payments in 2005-2006 --
approximately $2,040,000; and (5) total payments after 2006 --
approximately $255,000.  The terms of the Notes provide that
Events of Default include: (i) failure to make a payment for a
period of thirty (30) days from when such payment is due; (ii) a
judgment creditor obtaining possession of any collateral securing
the Notes; (iii) failure to cure within ten (10) days any
impairment on the noteholders' lien on such collateral; and (iv)
the filing of voluntary or involuntary bankruptcy against the
Company that is not dismissed within thirty (30) days.  Upon an
Event of Default, all principal and interest on the Notes shall
immediately become due and payable.

      During the first quarter of 2002, at the request of the
Company's Board of Directors, the Company sought financing from
numerous sources including credit facilities from banks and
mezzanine funding.  However, the Company was not successful in
finding financing on terms equal to or better than the terms
offered by the Wilands and St. Cloud.  Therefore, the Company's
Board of Directors set up a special committee of Board members
consisting of Virginia B. Bayless and Kenneth M. Gassman, Jr. to
review the negotiations of the Financing.  The Financing was
approved by the Board's special committee.  In addition, the Board
of Directors unanimously agreed to the terms of the Financing on
April 25, 2002.

      On April 29, 2001, Concepts Direct, Inc. issued a press
release which announced the Financing.  A copy of the press
release is included under Item 7, Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

Exhibit       Description

4.1*          Senior Secured Promissory Note, dated April 26,
              2002, by Registrant for the benefit of St. Cloud
              Capital Partners, LP, in the principal amount of
              $2,000,000.

4.2*          Senior Secured Promissory Note, dated April 26,
              2002, by Registrant for the benefit of Phillip A.
              and Linda S. Wiland, in the principal amount of
              $2,000,000.

4.3*          Security Agreement, dated April 26, 2002, by the
              Registrant, St. Cloud Capital Partners, LP and
              Phillip A. and Linda S. Wiland.

4.4*          Warrant Agreement for Common Stock, dated April 26,
              2002, by the Registrant for the benefit of St. Cloud
              Capital Partners, LP.

4.5*          Warrant Agreement for Common Stock, dated April 26,
              2002, by the Registrant for the benefit of Phillip
              A. and Linda S. Wiland.

4.6*          Note and Warrant Purchase Agreement, dated April 26,
              2002, by the Registrant, St. Cloud Capital Partners,
              LP and Phillip A. and Linda S. Wiland.

4.7*          Investor Rights Agreement, dated April 26, 2002, by
              the Registrant, St. Cloud Capital Partners, LP and
              Phillip A. and Linda S. Wiland.

99.1*         Concepts Direct, Inc. Press Release, dated April 29,
              2002.

*    Exhibit filed herewith.

                            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.

                                    CONCEPTS DIRECT, INC.


Date: April 30, 2002                /s/ Cody S. McGarraugh
                                    Cody S. McGarraugh
                                    Chief Financial Officer