**FORM
10-KSB**
 
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D. C. 20549**
 
 
 **x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934**
 For the
fiscal year ended - April 30, 2005
 
 OR
 
 **o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934**
 For the
transition period from
 
 **RADIUM
      VENTURES INC.**(Exact name of registrant as
      specified in its charter)**NEVADA**
    
    **000-50122**
    
    **98-0372720**(State or other jurisdiction of
      incorporation or organization)
    
    Commission file number
    
    (Employer Identification
    No.)**2840 Mount Seymour
      Parkway****North Vancouver, British
      Columbia****Canada V7H
      1E9**(Address of principal executive offices,
      including zip code.)**(604)
      719-5380**(Registrant's telephone number, including
      area code)
 ****
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act: Common Stock
 
 Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
 
 **YES
x** NO
o
 
 Check if
no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
contained herein, and no disclosure will be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. o
 
 State
Issuer's revenues for its most recent fiscal year. **April
30, 2005 - NIL**
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act.)
 
 Note: If
determining whether a person is an affiliate will involve an unreasonable effort
and expense, the issuer may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.
 
 The
current market value of the common stock held by non-affiliates on June 1, 2005
was $69,570, based on the average bid and ask price on June 1,
2005.
 
 Issuers
involved in Bankruptcy Proceedings during the past Five Years.
 
 Not
Applicable.
 
 State the
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date:
 
 **2,632,450
Common shares issued and outstanding as of June 1, 2005** .
 
 Transitional
Small Business Issuer Format
 
 YES o **NO
x**
  
 **PART
I**
   **ITEM
1: DESCRIPTION OF BUSINESS**
  **General**
  The
company was incorporated in the State of Nevada on March 26, 2002. The company
filed its Initial List of Officers and Directors with the Nevada Secretary of
State and commenced its proposed operations on April 22, 2002. We maintain our
statutory registered agent's office at 50 West Liberty Street, Suite 880, Reno,
Nevada, 89501 and our business office is located 2840 Mount Seymour Parkway,
North Vancouver, British Columbia, Canada V7H 1E9. Our telephone number is (604)
719-5380. Our offices are provided by a related party without
charge.
  **Background**
  We are
based in Vancouver, British Columbia, Canada. Since our organization, we have
been attempting to operate as a document editing company that utilizes the
Internet as our main distribution channel. We acquired all of the assets of an
online document editing services business, including our website, from Einscribe
Group Inc. in an unrelated transaction on April 30, 2002. We paid a total of
$10,000 for the assets in the form of $8,500 in cash and the issuance of 15,000
common shares at a price of $0.001 per common share. The assets included the
Einscribe Document Sharing & Tracking Software Version 2.0, the Client side
module (which creates users, accepts documents, and emails documents), the
Administration module (administration application for managing customer
service), the Email management module (manages the transfer of documents to and
from users), the User management module, the Einscribe User Database System, the
Einscribe.com & Einscribe.net websites and domain names, the Einscribe
Goodwill, Brand & Corporate Identity, the accounting software (MYOB
Accounting) and the Scribe information database (information on over 200
scribes).
  During
our operations, students and business people were able to access our editing
services through a website located at the URL: www.Einscribe.com. Once at the
site, clients could establish a personal user profile and then submit a document
in the same way an attachment is made with an email. Documents were then
forwarded to a certified editor or "Scribe" who had some knowledge or experience
related to the subject area of the document.
  To date,
we have not been successful in our proposed operations. As a result, during the
past fiscal year, we terminated our relationships with our “scribes,” and ceased
our document editing operations. We currently only have one officer/employee,
and did not generate any revenues from our document editing operations during
the past fiscal year.
 
 The
Company has not achieved profitability to date, and the Company anticipates that
it will continue to incur net losses for the foreseeable future. As of April 30,
2005, the Company had generated a net loss of $$58,863, and we do not believe
that we will be able to achieve or sustain profitability under our current
operating structure. Accordingly, the Company has been reconsidering its future
business opportunities.
 
 The
Company is a 12(g) registered company under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). As a "reporting company," management believes
the Company may be more attractive to a private acquisition target as its common
stock is also quoted on the OTC Bulletin Board.
 
 The
Company has been assessing various options and strategies. The analysis of new
businesses and opportunities and evaluating new business strategies has been
undertaken by or under the supervision of the Company's acting President. A
potential candidate that our management identified is Interactive Television
Networks, Inc., a Nevada corporation formerly known as XTV, Inc. (“ITVN”) that
is engaged in development and distribution of direct-to-consumer broadcast of
video content and services over the Internet.
 
 
 On May
27, 2005 we entered into an Agreement and Plan of Reorganization (the
“Reorganization Agreement”), dated as of May 27, 2005, with Radium Ventures
Acquisition, Inc., a newly-formed Nevada corporation (hereinafter “Radium Sub”),
Shane Whittle and James Scott-Moncrieff, (collectively, the “Founders”) and
ITVN, pursuant to which Radium Sub agreed to merge with and into ITVN (the
“Merger”). In connection with the Merger, we agreed to (i) cancel 750,000 of the
currently issued and outstanding shares held by the Founders and (ii) issue,
pursuant to an exemption proved under Section 4(2) of the Securities Act of
1933, as amended, 22,117,550 shares to the existing shareholders of ITVN, in
exchange for all of the issued and outstanding common stock of ITVN. As a result
of the Merger, a total of 24,000,000 shares will be issued and outstanding
immediately after the Merger, of which 1,882,450 are currently outstanding, and
22,117,550 shares will be newly issued shares held by the former shareholders of
ITVN. In addition to the foregoing, under the Reorganization Agreement, we have
agreed to issue 50,000 shares to our financial advisor, which shares shall be
issued immediately following the consummation of the Merger.
 
 The
closing of the Merger is currently anticipated to occur on or before June 3,
2005. The consummation of the transaction is subject to the satisfaction of
customary conditions in similar transactions, including requisite consents, the
truth and accuracy of the parties' respective representations and warranties,
the absence of any pending litigation seeking to restrain or invalidate the
transaction and the lack of any material adverse changes since the execution and
delivery of the Reorganization Agreement.
 
 In the
event that the Merger occurs, we will no longer pursue our document editing
operations and will attempt to conduct all of our future business and operations
through ITVN. No assurance can, however, be given that the Merger will occur, or
if it does occur, that it will be on the terms set forth above.
 
 **RISK
FACTORS**
  Much of
the information included in this current report includes or is based upon
estimates, projections or other "forward looking statements". Such forward
looking statements include any projections or estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
  Such
estimates, projections or other "forward looking statements" involve various
risks and uncertainties as outlined below. We caution the reader that important
factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results
expressed in any such estimates, projections or other "forward looking
statements".
  
 Our
common shares are considered speculative during the development of our business
operations. Prospective investors should consider carefully the risk factors set
out below.
  *We
have no operating history and have maintained losses since inception which we
expect to continue into the future unless we restructure our operations or enter
into a new line business.*
 
 We were
incorporated in March 2002 and have limited operating history upon which an
evaluation of our future success or failure can be made. Our net loss since
inception is approximately $$58,863. We expect to incur losses for the
foreseeable future; therefore, we will have to either restructure the manner in
which we operate or enter into a new line of business. We have been considering
acquiring a company that would provide us with an alternate business that may be
able to achieve profitable operations and may be able to generate revenues. No
assurance can, however, be given that we will be able to restructure our
operations or that we will be able find such another business that we can
acquire and thereafter operate. In the event that we do not change our business
or enter into a new business, we may not generated any revenues in the future
and will be required to liquidate our business.
 
 *We
require additional financing to fund our working capital needs. If we do not
raise more financing we will not be able to continue our proposed operations and
an investor may lose his or her investment.*
 
 We
require additional funding and we may not be able to obtain any funding. If we
do not raise sufficient funding and we are unable to successfully generated
funds from any new or restructured operations, our business will
fail.
 
 We will
depend exclusively on outside capital to fund our working capital needs. Such
outside capital may include borrowing. Capital may not be available to meet
continuing working capital needs or, if the capital is available, it may not be
on terms acceptable to us. The issuance of additional equity securities by us
would result in a significant dilution in the equity interests of our current
stockholders. Obtaining loans, assuming those loans would be available, will
increase our liabilities and future cash commitments. If we were unable to
obtain financing in the amounts required our business will fail and an investor
may lose his or her investment.
 
 *Because
our directors have foreign addresses this may create potential difficulties
relating to service of process in the event that you wish to serve them with
legal documents.*
 
 None of
our current directors and officers have resident addresses in the United States.
They are all resident in Canada. Because our officers and directors have foreign
addresses this may create potential difficulties relating to the service of
legal or other documents on any of them in the event that you wish to serve them
with legal documents. This is because the laws related to service of process may
differ between Canada and the US. However, similar difficulties could not be
encountered in serving the company, proper, since the company's registered
address is located in the United States at Suite 880 - 50 West Liberty Street,
Reno, Nevada, 89501. In addition, the company's US counsel are located 699B
Sierra Rose Drive, Reno, Nevada 89511.
 
 
 *Our
officers and directors will be devoting only a fraction of their professional
time to our activities.*
 
 Our
current officers and directors will be devoting only approximately 5% of their
professional time to our operations. Our management's lack of experience and
devotion of time may make us more vulnerable than others companies to certain
risks, and it may also cause us to be more vulnerable to business risks
associated with errors in judgment that could have been prevented by more
experienced management. In particular, if management's estimates of expenditures
are erroneous our business will fail and an investor may lose his or her
investment. Our management's lack of previous experience may harm our operations
or cause us to go out of business.
 
 *Messrs.
Scott-Moncrieff and. Whittle control the company.*
 
 Messrs.
Scott-Moncrieff and Whittle own 2,000,000 shares. As a result, Messrs.
Scott-Moncrieff and Whittle may be able to elect all of our directors and
control our operations and your ability to cause a change in the course of our
operations is eliminated. As such, the value attributable to the right to vote
is gone. This could result in a reduction in value to the shares you own because
of the ineffective voting power. Our articles of incorporation do not provide
for cumulative voting. Cumulative voting is a process that allows a shareholder
to multiply the number of shares he owns times the number of directors to be
elected. That number is the total votes a person can cast for all of the
directors. Those votes can be allocated in any manner to the directors being
elected. Cumulative voting, in some cases, will allow a minority group to elect
at least one director to the board.
 
 *Sales
of common stock by our officers and directors will likely cause the market price
for the common stock to drop.*
 
 A total
of 2,000,000 shares of common stock are owned by our officers, directors and
affiliates. They paid an average price of $0.001 per share. Subject to the
resale restrictions described in Rule 144 of the Securities Act of 1933, and
otherwise, these shares can be sold on the market. No prediction can be made as
to the effect, if any, that sales of the 2,000,000 shares subject to Rule 144
sales will have on the market prices prevailing from time to time. Nevertheless,
the possibility that substantial amounts of common stock may be sold in the
public market may adversely affect prevailing market prices for our common stock
and could impair our ability to raise capital through the sale of our equity
securities. Accordingly, if they do sell there stock into the market, the sales
may cause the market price of the stock to drop.
 
 *If we
acquire another company, we will have to issue a significant number of new
shares to the owners of any such other company, which issuance will dilute our
existing stockholders.*
 
 In order
to acquire another business, we will have to issue shares to the owners of that
other business. The amount of shares that we may have to issue is expected to be
significant, and is expected to significantly dilute our current stockholders.
For example, we are considering acquiring ITVN in a merger in which we will have
to issue approximately 22.1 million new shares. After the transaction, the
existing shareholders will, therefore, only own approximately 8% of the capital
stock of this company after the merger.
 
 
 *Our
current shareholders may not have the opportunity to approve the acquisition of
any new business and may not have the right to exercise any dissenters’ rights
of appraisal.*
 
 Depending
on the structure of any purchase of a new business, the shareholders of this
company may not be given the right to vote on that acquisition. Accordingly, the
current shareholders of this company may become owners of shares of a different
company without their approval. In addition, the Nevada laws granting
shareholders the right to dissent to certain reorganization transactions may not
apply to the acquisition of a new business.
 
 *Current
shareholders of our common stock are unable to make an informed decision
regarding the our future operations or the merits of investing in our common
stock.*
 
 Since it
is unclear whether we will restructure our document editing business or acquire
another business, current shareholders cannot evaluate the future prospects of
this company and cannot make an informed decision regarding the merits of any
investment in our common stock.
 
 *Our
stock is thinly traded, so you may be unable to sell at or near ask prices or at
all if you need to sell your shares to raise money or otherwise desire to
liquidate your shares.*
 
 The
shares of our common stock have not traded, or are only thinly-traded, on the
OTC Bulletin Board, meaning that the number of persons interested in purchasing
our common shares at or near ask prices at any given time may be relatively
small or non-existent. This situation is attributable to a number of factors,
including the fact that we are a small company which is relatively unknown to
stock analysts, stock brokers, institutional investors and others in the
investment community that generate or influence sales volume, and that even if
we came to the attention of such persons, they tend to be risk-averse and would
be reluctant to follow an unproven, early stage company such as ours or purchase
or recommend the purchase of our shares until such time as we became more
seasoned and viable. As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as compared
to a seasoned issuer which has a large and steady volume of trading activity
that will generally support continuous sales without an adverse effect on share
price. We cannot give you any assurance that a broader or more active public
trading market for our common shares will develop or be sustained, or that
current trading levels will be sustained. Due to these conditions, we can give
you no assurance that you will be able to sell your shares at or near ask prices
or at all if you need money or otherwise desire to liquidate your shares.
 
 *If
securities or independent industry analysts do not publish research reports
about our business, our stock price and trading volume could
decline.*
 
 Small,
relatively unknown companies can achieve visibility in the trading market
through research and reports that industry or securities analysts publish. No
independent analysts cover our company. The lack of published reports by
independent securities analysts could limit the interest in our stock and
negatively affect our stock price. We do not have any control over research and
reports these analysts publish or whether they will be published at all. If any
analyst who does cover us downgrades our stock, our stock price would likely
decline. If any independent analyst ceases coverage of our company or fails to
regularly publish reports on us, we could lose visibility in the financial
markets, which in turn could cause our stock price or trading volume to decline.
 
 
 *You
may have difficulty selling our shares because they are deemed “penny
stocks.”*
 
 Since our
common stock is not listed on the Nasdaq Stock Market, if the trading price of
our common stock is below $5.00 per share, trading in our common stock will be
subject to the requirements of certain rules promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which require additional
disclosure by broker-dealers in connection with any trades involving a stock
defined as a penny stock (generally, any non-Nasdaq equity security that has a
market price of less than $5.00 per share, subject to certain exceptions). Such
rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith and impose various sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors (generally defined as an investor with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with a spouse). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser’s written consent to the transaction prior to the sale. The
broker-dealer also must disclose the commissions payable to the broker-dealer,
current bid and offer quotations for the penny stock and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer’s presumed control over the market. Such information must be
provided to the customer orally or in writing before or with the written
confirmation of trade sent to the customer. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage broker-dealers
from effecting transactions in our common stock, which could severely limit the
market liquidity of the common stock and the ability of holders of the common
stock to sell their shares.
 
 *Potential
issuance of additional common stock could dilute existing
stockholders*
 
 We are
authorized to issue up to 25,000,000 shares of common stock. To the extent of
such authorization, our board of directors has the ability, without seeking
stockholder approval, to issue additional shares of common stock in the future
for such consideration as the board of directors may consider sufficient. The
issuance of additional common stock in the future will reduce the proportionate
ownership and voting power of the common stock offered hereby.
 
 
 
 **ITEM
2. DESCRIPTION OF PROPERTIES.**
  Our
offices are located at 2840 Mount Seymour Parkway, North Vancouver, British
Columbia, Canada V7H 1E9. Our telephone number is (604) 719-5380. Our offices
are provided by a related party/shareholder without charge.
  **ITEM
3. LEGAL PROCEEDINGS.**
  We are
not a party to any pending litigation and none is contemplated or
threatened.
  **ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
  There
were no matters submitted to the shareholders during the fourth quarter of the
fiscal year ending April 30, 2005.
  **PART
II**
  **ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS.**
  On May 4,
2004, our common stock received approval for quotation on the National
Association of Securities Dealers Inc.’s Over-the-Counter Bulletin Board under
the name “Radium Ventures Inc.” and under the symbol “RDIU”. The following table
reflects the high and low bid information for our common stock for each fiscal
quarter during the fiscal year ended April 30, 2005. The bid information
reflects inter-dealer prices, without retail mark-up, markdown or commission,
and may not necessarily represent actual transactions.
 
 **Quarter
      Ended**(1)
    **High**
    **Low**July
      31, 2004
    0.01
    0.01October
      31, 2004
    0.05
    0.01January
      31, 2004
    0.10
    0.05April
      30, 2005
    0.11
    0.11
  (1) Our
common stock received approval for quotation on May 4, 2004. The stock has not
traded since approval.
  On June
1, 2005, the closing price for the common stock as reported by the quotation
service operated by the OTC Bulletin Board was $0.11.
  We have
no outstanding options or warrants, or other securities convertible into, common
equity. Of the 2,632,450 shares of common stock outstanding as of June 1, 2005,
2,000,000 shares were owned by our officers, directors and affiliates, and may
only be resold in compliance with Rule 144 of the Securities Act of 1933.
  At May
31, 2005, there were 38 shareholders of record including shares held by
brokerage clearing houses, depositories or otherwise in unregistered form. The
beneficial owners of such shares are not known to us.
  
 Our
common shares are issued in registered form. The Nevada Agency and Trust
Company, 50 Liberty Street, Suite 880, Reno, Nevada 89501 is the registrar and
transfer agent for our common shares. We have no other classes of
securities.
  **Dividends**
  We have
not declared any cash dividends, nor do we intend to do so. We are not subject
to any legal restrictions respecting the payment of dividends, except that they
may not be paid to render us insolvent. Dividend policy will be based on our
cash resources and needs and it is anticipated that all available cash will be
needed for our operations in the foreseeable future.
  **Penny
Stock Regulation**
  Our
Company's shares are covered by Section 15g of the Securities Act of 1933, as
amended that imposes additional sales practice requirements on broker/dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions covered by
the Rule, the broker/dealer must make a special suitability determination for
the purchase and have received the purchaser's written agreement to the
transaction prior to the sale. Consequently, the Rule may affect the ability of
broker/dealers to sell our securities and also may affect your ability to sell
your shares in the secondary market.
  Section
15g also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the NASD's toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.
  **ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS.**
  **Cautionary
Statement Regarding Forwarding-looking Statements**
  Some
discussions in this report may contain forward-looking statements that involve
risks and uncertainties. A number of important factors could cause our actual
results to differ materially from those expressed in any forward-looking
statements made by us in this report. Such factors include, those discussed in
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as those discussed elsewhere in
this report. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events.
  
 **Financial
Condition, Liquidity and Capital Resources**
  We were
incorporated on May 22, 2002 and on April 30, 2002 we acquired all of the assets
of Einscribe Group Inc., an online document editing company. Since April 30,
2002 we have been engaged in the development and marketing of our online editing
services offered through the World Wide Web at http://www.einscribe.com. Our
principal capital resources have been acquired through the issuance of common
stock and from shareholder loans.
  On June
3, 2003, we completed our public offering by raising $61,745. We sold 617,450
shares of our common stock at an offering price of ten cents per share.
  At April
30, 2005, we had working capital of $4,696 compared to working capital of
$20,396 at April 30, 2004.
  At April
30, 2005, we had total assets of $6,464 which consisted of cash, property and
equipment. This compares to assets of $50,478 for the year ended April 30, 2004.
This change was due primarily to general and administrative
expenses.
  At April
30, 2005, we had no revenues. Although there may be insufficient capital to
fully implement our proposed marketing and promotional plan, we expect to
survive with funding from sales of securities and, as necessary or from
shareholder loans. This compares to revenues for the year ended April 30, 2004
of $1,749.
  We
believe we can satisfy our cash requirements until only until the end of June
2005, and will have to raise additional cash thereafter as there will be
insufficient capital to continue with our business. We are currently trying to
obtain additional financing in the form of a private placement or shareholder
loans to obtain the capital necessary to survive and continue implementing our
business plan. However, to date we have been unsuccessful obtaining such
financing and we may be unable to fully implement our business plan as a result
of this. Our directors will be conducting an in-depth analysis of our business
plan and related future opportunities. To better protect stockholder interests
and provide future appreciation, we may concurrently pursue other opportunities
or initiatives as an extension to our existing business.
  The
continuation of our business is dependent upon obtaining further financing, as
well as achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.
  There are
no assurances that we will be able to obtain further funds required for our
continued operations. As noted herein, we are pursuing various financing
alternatives to meet our immediate and long-term financial requirements.
  
  There can
be no assurance that additional financing will be available to us when needed
or, if available, that it can be obtained on commercially reasonable terms. If
we are not able to obtain the additional financing on a timely basis, we will be
unable to continue our operations as planned, and we will not be able to meet
our other obligations as they become due. In such event, we will be forced to
scale down or perhaps even cease our operations.
  **Results
of Operations**
 
 Our
company posted a loss of $22,268 for the year ending April 30, 2005 as compared
to the year ending April 30, 2004 which was $15,179. The principal component of
the loss consisted of general and administrative expenses. Since we are
re-evaluating our ability to continue to operate in the current manner as a
document editing company, and are also considering acquiring a new business, we
did not operate our document editing business or generate any
revenues.
  Operating
expenses for the year ending April 30, 2005 were $22,268 as compared to the year
ending April 30, 2004, which were $16,928.
 
 As at
April 30, 2005, we had working capital of $4,696. We anticipate that we will
have to raise additional cash of a minimum of $25,000 as soon as possible, to
allow us to continue operations and to remain viable while we consider our
future operations. We plan to raise the capital required to meet these immediate
short-term needs, and additional capital required to meet the balance of our
estimated funding requirements for the twelve months, primarily through the
private placement of our securities. However, to date we have been unsuccessful
obtaining any such financing and we may be unable to fully implement our
business plan as a result of this. Our directors are continuing to conduct an
in-depth analysis of our business plan and related future opportunities for
online document editing companies. To better protect stockholder interests and
provide future appreciation, we may concurrently pursue other opportunities or
initiatives as an extension to our existing business.
 
 There are
no assurances that we will be able to obtain further funds required for our
continued operations. We are pursuing various financing alternatives to meet our
immediate and long-term financial requirements. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations
as they become due. In such event, we will be forced to scale down or perhaps
even cease our operations.
  *Product
Research and Development*
  We do not
anticipate that we will expend any significant funds on research and development
over the twelve months ending April 30, 2006.
  *Purchase
of Significant Equipment*
  We do not
intend to purchase any significant equipment over the twelve months ending April
30, 2006
  
  *Going
Concern*
  Due to
our being a development stage company and not having generated revenues, in the
consolidated financial statements for the year ended April 30, 2005, we included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our consolidated financial statements contain additional note
disclosures describing the circumstances that lead to this
disclosure.
  The
continuation of our business is dependent upon us raising additional financial
support. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
  *Employees*
  At
present, we have no employees, other Mr. Whittle, our sole officers and
director, who has received no compensation to date. Mr. Whittle does not have
employment agreement with us. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt such plans in the future. There are presently no personal benefits
available to any employees.
  *Recently
Issued Accounting Standards*
  In
January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities ("FIN 46"). The objective of FIN 46 is to improve financial
reporting by companies involved with variable interest entities. A variable
interest entity is a corporation, partnership, trust, or any other legal
structure used for business purposes that either 9a) does not have equity
investors with voting rights or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its activities. FIN 46
requires a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. FIN 46 also requires disclosures about variable interest
entities that the company is not required to consolidate but in which it has a
significant variable interest. The consolidation requirements of Interpretation
46 apply immediately to variable interest entities created after January 31,
2003. The consolidation requirements apply to older entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the disclosure
variable interest entity were established. As of April 30, 2005, we do not
expect that the adoption of this standard will have a material effect on our
financial position or results of operations.
  In
December 2003, the FASB issued a revised SFAS No. 132, “Employers’ Disclosures
about Pensions and Other Postretirement Benefits” which replaces the previously
issued Statement. The revised Statement increases the existing disclosures for
defined benefit pension plans and other defined benefit postretirement plans.
However, it does not change the measurement or recognition of those plans as
required under SFAS No. 87, “Employers’ Accounting for Pensions,” SFAS No. 88,
“Employers’ Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits,” and SFAS No. 106, “Employers’
Accounting for Postretirement Benefits Other Than Pensions.” Specifically, the
revised Statement requires companies to provide additional disclosures about
pension plan assets, benefit obligations, cash flows, and benefit costs of
defined benefit pension plans and other defined benefit postretirement plans.
Also, companies are required to provide a breakdown of plan assets by category,
such as debt, equity and real estate, and to provide certain expected rates of
return and target allocation percentages for these asset categories. We do not
expect that the adoption of this standard will have a material effect on our
financial position or result of operations.
  
 In
November 2004, the FASB issued SFAS No. 151 “Inventory Costs, an amendment of
ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require
the allocation of fixed production overheads to inventory based on the normal
capacity of the production facilities. The guidance is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Earlier
application is permitted for inventory costs incurred during fiscal years
beginning after November 23, 2004. We do not expect that the adoption of this
standard will have a material effect on our financial position or result of
operations.
  In
December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets, an
amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. “The
amendments made by Statement 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
substance. Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
We do not expect that the adoption of this standard will have a material effect
on our financial position or result of operations.
  In
December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based
Payment”. Statement 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Statement 123(R) covers a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123,
Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that Statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value-based method been used. Public entities
filing as small business issuers will be required to apply Statement 123(R) as
of the first interim or annual reporting period that begins after December 15,
2005. We have evaluated the impact of the adoption of SFAS 123(R), and we
believe that the impact may be significant to our overall results of operations
or financial position.
  
 
 APPLICATION
OF CRITICAL ACCOUNTING POLICIES
 
 Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. We believe that understanding the basis and nature of the estimates
and assumptions involved with the following aspects of our consolidated
financial statements is critical to an understanding of our
financials.
  We have
historically incurred losses, and through April 30, 2005 have incurred losses of
$58,863 from our inception. Because of these historical losses, we will require
additional working capital to develop our business operations.
  We intend
to raise additional working capital through private placements, public offerings
and/or bank financing. As of May 1, 2005, we were in discussions with several
investors, however no definitive agreements have been reached.
  There are
no assurances that we will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placements, public offerings and/or
bank financing necessary to support our working capital requirements. To the
extent that funds generated from operations and any private placements, public
offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to us. If
adequate working capital is not available we may not increase our
operations.
  These
conditions raise substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.
 **ITEM
7. FINANCIAL STATEMENTS**
 
 ****
  **INDEPENDENT
AUDITORS’ REPORT**
 
 To the
Board of Directors
 Radium
Ventures, Inc.
 (A
Development Stage Company)
 Vancouver
BC, Canada
 
 We have
audited the accompanying balance sheet of Radium Ventures, Inc. as of April 30,
2005, and the related statements of operations, stockholders’ equity, and cash
flows for each of the two years then ended and for the period from April 22,
2002 (Inception) through April 30, 2005. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Radium Ventures, Inc. as of April
30, 2005, and the results of its operations and its cash flows for each of the
two years then ended and for the period from April 22, 2002 (Inception) through
April 30, 2005, in conformity with accounting principles generally accepted in
the United States of America.
 
 The
accompanying financial statements have been prepared assuming that Radium
Ventures, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Radium Ventures, Inc. has incurred losses through April
30, 2005 and 2004 totaling $22,268 and $15,179, respectively. Radium Ventures,
Inc. will require additional working capital to develop its business until
Radium either (1) achieves a level of revenues adequate to generate sufficient
cash flows from operations; or (2) obtains additional financing necessary to
support its working capital requirements. These conditions raise substantial
doubt about Radium Ventures, Inc.’s ability to continue as a going concern.
Management's plans in regard to this matter are also described in Note 2. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
 
 Lopez,
Blevens, Bork & Associates, LLP
 Houston,
Texas
 
 May 31,
2005
 
 
 **RADIUM
VENTURES, INC.**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **BALANCE
SHEET**
 
 
 April
      30,2005ASSETSCurrent
      assetsCash
    
    $
    5,596Total
      current assets
    
    
    5,596Property
      and equipment, net
    
    
    868TOTAL
      ASSETS
    
    $
    6,464LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      Payable
    
    $
    900Total
      current liabilities
    
    
    900STOCKHOLDERS’
      EQUITY:Common
      stock, $.001 par value, 25,000,000 shares authorized, 2,632,450
      shares
      issued and outstanding
    
    
    2,632Additional
      paid in capital
    
    
    61,795Deficit
      accumulated during the development stage
    
    
    (58,863
    )Total
      Stockholders’ Equity
    
    
    5,564TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    $
    6,464
 
 
  **RADIUM
VENTURES, INC.**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
OF OPERATIONS**
 **Years
Ended April 30, 2005 and 2004**
 **and
Period from April 22, 2002 (Inception) through April 30,
2005**
 
 
 Year
      Ended April 30,
    
    Inception
      through
      April
      30,2005
    
    2004
    
    2005Revenue
    
    $
    
    
    $
    1,749
    
    $
    2,825General
      and administrative
    
    
    (22,268
    )
    
    (16,928
    )
    
    (61,688
    )Net
      loss
    
    $
    (22,268
    )
    $
    (15,179
    )
    $
    (58,863
    )Net
      loss per share:Basic
      and diluted
    
    $
    (0.00
    )
    $
    (0.00
    )Weighted
      average shares outstanding:Basic
      and diluted
    
    
    2,632,450
    
    
    2,987,472
 
 
 
   **RADIUM
VENTURES, INC.**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
OF STOCKHOLDERS’ EQUITY (DEFICIT)**
 **Period
from April 22, 2002 (Inception) through April 30, 2005**
 
 Deficit
      accumulatedAdditional
    
    during theCommon
      stock
    
    paid in
    
    developmentShares
    
    Amount
    
    capital
    
    stage
    
    TotalIssuance
      of common stock to founders for cash
    
    
    3,000,000
    
    $
    3,000
    
    $
    1,000
    
    $
    -
    
    $
    4,000Issuance
      of common stock for assets
    
    
    15,000
    
    
    15
    
    
    -
    
    
    -
    
    
    15Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,000
    )
    
    (2,000
    )Balance,
      April
      30, 2002
    
    
    3,015,000
    
    
    3,015
    
    
    1,000
    
    
    (2,000
    )
    
    2,015Issuance
      of common stock for cash
    
    
    135,000
    
    
    135
    
    
    13,365
    
    
    -
    
    
    13,500Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (19,416
    )
    
    (19,416
    )Balance,
      April
      30, 2003
    
    
    3,150,000
    
    
    3,150
    
    
    14,365
    
    
    (21,416
    )
    
    (3,901
    )Issuance
      of common stock for cash
    
    
    482,450
    
    
    482
    
    
    47,763
    
    
    -
    
    
    48,245Buy
      back of shares from former officer
    
    
    (1,000,000
    )
    
    (1,000
    )
    
    (333
    )
    
    -
    
    
    (1,333
    )Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (15,179
    )
    
    (15,179
    )Balance,
      April
      30, 2004
    
    
    2,632,450
    
    
    2,632
    
    
    61,795
    
    
    (36,595
    )
    
    27,832
 
 Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (22,268
    )
    
    (22,268
    )Balance,
      April
      30, 2005
    
    
    2,632,450
    
    $
    2,632
    
    $
    61,795
    
    $
    (58,863
    )
    $
    5,564
  
  **RADIUM
VENTURES, INC.**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
OF CASH FLOWS**
 **Years
Ended April 30, 2005 and 2004**
 **and
Period from April 22, 2002 (Inception) through April 30,
2005**
 
 Year
      Ended April 30,
    
    Inception
      through
      April30,2005
    
    2004
    
    2005CASH
      FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
    
    $
    (22,268
    )
    $
    (15,179
    )
    $
    (58,863
    )Adjustments
      to reconcile net loss to
      cash
      used by operating activities:Depreciation
      and amortization
    
    
    6,568
    
    
    6,167
    
    
    18,391Changes
      in:
      Prepaid
      expenses
    
    
    
    
    
    (20
    )Accounts
      payable
    
    
    (433
    )
    
    1,333
    
    
    900CASH
      FLOWS USED IN OPERATING
      ACTIVITIES
    
    
    (16,133
    )
    
    (7,679
    )
    
    (39,572
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Capital
      expenditures
    
    
    -
    
    
    (742
    )
    
    (19,259
    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Sale
      of common stock
    
    
    -
    
    
    48,245
    
    
    65,760Purchase
      of common stock
    
    
    -
    
    
    (1,333
    )
    
    (1,333
    )Proceeds
      from shareholder advances
    
    
    -
    
    
    942
    
    
    21,313Payments
      on shareholder advances
    
    
    (21,313
    )
    
    -
    
    
    (21,313
    )CASH
      FLOWS PROVIDED BY / (USED IN) FINANCING ACTIVITIES
    
    
    (21,313
    )
    
    47,854
    
    
    64,427NET
      CHANGE IN CASH
    
    
    (37,446
    )
    
    39,433
    
    
    5,596Cash,
      beginning of period
    
    
    43,042
    
    
    3,609
    
    
    -Cash,
      end of period
    
    $
    5,596
    
    $
    43,042
    
    $
    5,596SUPPLEMENTAL
      CASH FLOW
      INFORMATION:Interest
      paid
    
    $
    -
    
    $
    -
    
    $
    -Income
      taxes paid
    
    $
    -
    
    $
    -
    
    $
    -NONCASH
      TRANSACTIONS:Acquisition
      of assets for common stock
    
    $
    -
    
    $
    -
    
    $
    15
  
  **RADIUM
VENTURES, INC.**
 **(A
DEVELOPMENT STAGE COMPANY)**
 **NOTES
TO FINANCIAL STATEMENTS**
  **NOTE
1 - SUMMARY OF ACCOUNTING POLICIES**
  Nature of
business. Radium Ventures, Inc. ("Radium") was incorporated in Nevada on April
22, 2002, to engage in document editing that utilizes the Internet as a
distribution channel. Currently, Radium has limited operations and is a
development stage company.
  Use of
Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.
  Long-lived
Assets
  Property
and equipment are stated at cost less accumulated depreciation. Major renewals
and improvements are capitalized; minor replacements, maintenance and repairs
are charged to current operations. Amortization is computed by applying the
straight-line method over the estimated useful lives of software and the web
site (three years). Radium performs reviews for the impairment of long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.
  Revenue
Recognition
  Radium
recognizes revenue when persuasive evidence of an arrangement exists, services
have been performed, the sales price is fixed or determinable and collectibility
is probable.
  Income
Taxes
  Income
taxes are computed using the asset and liability method. Under the asset and
liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
  Basic
Loss Per Share
  Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
  Recent
Accounting Pronouncements
  
 Radium
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on Radium's results of operations, financial position
or cash flow.
  **NOTE
2 - GOING CONCERN**
  For the
years ended April 30, 2005 and 2004, Radium incurred losses totaling $22,268 and
$15,179, respectively. Because of these recurring losses, Radium will require
additional working capital to develop its business operations.
  Radium
intends to raise additional working capital either through private placements,
public offerings and/or bank financing.
  There are
no assurances that Radium will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placement, public offerings and/or
bank financing necessary to support Radium's working capital requirements. To
the extent that funds generated from any private placements, public offerings
and/or bank financing are insufficient, Radium will have to raise additional
working capital. No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to Radium. If adequate
working capital is not available Radium may not develop its
operations.
  These
conditions raise substantial doubt about Radium's ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should Radium be unable to
continue as a going concern.
  **NOTE
3 - INCOME TAXES**
  For the
year ended April 30, 20054, Radium has incurred net losses and, therefore, has
no tax liability. The net deferred tax asset generated by the loss carry-forward
has been fully reserved. The cumulative net operating loss carry-forward is
approximately $58,863 at April 30, 2005 will expire in the years 2022 through
2025.
  Deferred
income taxes consist of the following at April 30, 2005:
  Long-term:Deferred
      tax assets
    
    $
    20,000Valuation
      allowance
    
    
    (20,000
    )$
    -
  
 **NOTE
4 - PROPERTY AND EQUIPMENT**
  Property
and equipment consists of a website, related software, and a server totaling
$19,259 less $18,391 of amortization as of April 30, 2005. Depreciation and
amortization expenses for the year ended April 30, 2005 were $6,568 which
compares to depreciation amortization expenses for the year ended April 30, 2004
of $6,167. The website was placed in service in June 2002 and the server in
October 2003.
  Depreciation
  The
server was acquired on September 29, 2003 from Einscribe Group, Inc. for $742
paid for by an advance from shareholder.
  The
website and the related software was acquired on April 30, 2002 from Einscribe
Group, Inc. for $8,500 in cash and 15,000 shares of common stock valued at $15
or $.001 per share. Radium made additional improvements to the
website.
  **NOTE
5 - COMMON STOCK**
  In
September 2003 Radium purchased 1,000,000 shares back from a former officer for
$1,333. The shares were cancelled immediately.
  From May
03 through June 03, Radium issued 482,450 shares of common stock for $48,245 or
$0.10 per share to individuals.
  From
January 03 through April 03, Radium issued 135,000 shares of common stock for
$13,500 or $0.10 per share to individuals.
  In April
2002, Radium issued 3,000,000 shares of common stock for $4,000 or $0.0013 per
share to its founders.
  In April
2002, Radium issued 15,000 shares of common stock for assets valued at $15 or
$0.001 per share or the fair value of the assets received.
  **NOTE
6 - RELATED PARTY TRANSACTIONS**
  In May
2004, Radium repaid advances from shareholders totaling $21,313.
  Radium
neither owns nor leases any real or personal property, and a related party has
provided office services without charge. Such costs are immaterial to the
financial statements and accordingly are not reflected herein. The officers and
directors are involved in other business activities and most likely will become
involved in other business activities in the future.
  **NOTE
7-SUBSEQUENT EVENT (UNAUDITED)**
  
  On May
27, 2005, Radium Ventures, Inc. entered into an Agreement and Plan of
Reorganization (the “Reorganization Agreement”), dated as of May 27, 2005, with
Radium Ventures Acquisition, Inc., a newly-formed Nevada corporation
(hereinafter “Radium Sub”), Shane Whittle and James Scott-Moncrieff,
(collectively, the “Founders”) and Interactive Television Networks, Inc., a
Nevada corporation formerly known as XTV, Inc. (“ITVN”), pursuant to which
Radium Sub agreed to merge with and into ITVN (the “Merger”). In connection with
the Merger, we agreed to (i) cancel 750,000 of the currently issued and
outstanding shares held by the Founders and (ii) issue, pursuant to an exemption
proved under Section 4(2) of the Securities Act of 1933, as amended, 22,117,550
shares to the existing shareholders of ITVN, in exchange for all of the issued
and outstanding common stock of ITVN. As a result of the Merger, a total of
24,000,000 shares will be issued and outstanding immediately after the Merger,
of which 1,882,450 are currently outstanding, and 22,117,550 shares will be
newly issued shares held by the former shareholders of ITVN. The closing of the
Merger is currently anticipated to occur on or before June 3, 2005.
  **ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.**
  Malone
& Bailey, PLLC (the "Former Accountant") was dismissed on September 9, 2004
as Radium Ventures, Inc.'s independent auditors. Malone & Bailey's audit
reports as of April 30, 2004 and 2003 and for the two years then on Radium
Ventures, Inc.'s financial statements, did not contain an adverse opinion or
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles, except that the report indicated that the
Company has suffered recurring losses and its need to raise additional capital
that raise substantial doubt about its ability to continue as a going
concern.
 
 Through
to April 30, 2005 there were no disagreements with Lopez, Blevins, Bork &
Associates LLP. On any matters of accounting principals or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Lopez, Blevins, Bork & Associates LLP would have caused
Lopez, Blevins, Bork & Associates LLP to make reference to the matter in
their report.
 
 Through
the date of dismissal, there were no disagreements with Malone & Bailey,
PLLC on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Malone & Bailey PLLC would have caused Malone & Bailey,
PLLC to make reference to the matter in their report. Radium Ventures, Inc. has
requested Malone & Bailey, PLLC to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated September 10, 2004 was filed as Exhibit 16 to the Form 8-K that
the Company filed on September 13, 2004. Lopez, Blevins, Bork & Associates,
L.L.P. was engaged on September 9, 2004 as Radium Ventures, Inc.'s principal
accountant to audit the financial statements of Radium Venture, Inc. The
decision to change accountants was approved by the Board of
Directors.
  During
the years ended April 30, 2004, and 2003 and subsequent to April 30, 2003
through the date hereof, no one on our behalf consulted with Lopez, Blevins,
Bork & Associates, L.L.P. regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our consolidated financial
statements, nor has Lopez, Blevins, Bork & Associates, L.L.P. provided to us
a written report or oral advice regarding such principles or audit opinion or
any matter that was the subject of a disagreement or reportable events set forth
in Item 304(a)(iv) of Regulation S-B with our former accountant.
  
 **Item
8A. Controls and Procedures**
  As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by the annual report, being December 31, 2003, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's president along with our company's
secretary. Based upon that evaluation, our company's president along with our
company's secretary concluded that our company's disclosure controls and
procedures are effective as at the end of the period covered by this report.
There have been no significant changes in our company's internal controls or in
other factors, which could significantly affect internal control subsequent to
the date we carried out our evaluation.
  Disclosure
controls and procedures and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management including our president and secretary
as appropriate, to allow timely decisions regarding required
disclosure.
  **ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.**
  As at
June 1, 2005 the name, age and positions held by each of the directors and
officers of the Company are as follows:
  **Name**
    
    **Age**
    
    **Position(s)**Shane
      Whittle
    
    29
    
    President,
      Secretary, Treasurer and a Member of the Board of the
      Directors
  All
directors have a term of office expiring at the next annual general meeting of
the Company, unless re-elected or earlier vacated in accordance with the Bylaws
of the Company. All officers have a term of office lasting until their removal
or replacement by the board of directors. ****
  **Background
of Officers and Directors**
  
 *Shane
Whittle has been our President and, Secretary since May 20, 2004 and has been a
member of our board of directors since inception.*
  April
2002 - Present: Director and President of Global Industries Corp., a private
natural resource company.
  Jan 1999
- Present: Sole proprietor, running promotions for client companies in the food
& beverage industry including nightclubs, restaurants, boat cruises and
other special events. Client companies include the The Up'N Down restaurant, the
Cat's Meow. Also provided management consulting to A&A Gas
fireplaces.
  Feb. 1997
- Sept. 1999: Manager of the Cactus Club Restaurant.
  Education:
  Sept.
1995 - June 1999: Attended Capilano College's business program part
time.
  Sept.
1994 - June 1995: Attended BCIT's international business program.
  **Family
Relationships**
  There are
no family relationships between any of our directors or executive officers.
  **Involvement
in Certain Legal Proceedings**
  Other
than as discussed below, none of our directors, executive officers, promoters or
control persons have been involved in any of the following events during the
past five years:
  1. any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
  2. any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);
  3. being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or
  4. being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
  **Audit
Committee Financial Expert**
  
  Our Board
of Directors has determined that it does not have a member of its audit
committee that qualifies as an "audit committee financial expert" as defined in
Item 401(e) of Regulation S-B, and is "independent" as the term is used in Tem
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.
  We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated significant revenues to date.
  **Section
16(a) Beneficial Ownership Compliance**
  Section
16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended April 30, 2005, all filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with, except that Mr. Whittle failed to file the required forms upon
becoming the President of the Company in May 2004.
  **Code
of Ethics**
  Effective
June 27, 2004, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's president
(being our principal executive officer) and our company's secretary (being our
principal financial and accounting officer and controller), as well as persons
performing similar functions. As adopted, our Code of Business Conduct and
Ethics sets forth written standards that are designed to deter wrongdoing and to
promote:
  (1)
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
  (2) full,
fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the Securities and Exchange Commission and in
other public communications made by us;
  (3)
compliance with applicable governmental laws, rules and
regulations;
  (4) the
prompt internal reporting of violations of the Code of Business Conduct and
Ethics to an appropriate person or persons identified in the Code of Business
Conduct and Ethics; and
  (5)
accountability for adherence to the Code of Business Conduct and
Ethics.
  
  Our Code
of Business Conduct and Ethics requires, among other things, that all of our
company's personnel shall be accorded full access to our president and secretary
with respect to any matter which may arise relating to the Code of Business
Conduct and Ethics. Further, all of our company's personnel are to be accorded
full access to our company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by our president or
secretary.
  In
addition, our Code of Business Conduct and Ethics emphasizes that all employees,
and particularly managers and/or supervisors, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to his or her immediate supervisor
or to our company's president or secretary. If the incident involves an alleged
breach of the Code of Business Conduct and Ethics by the president or secretary,
the incident must be reported to any member of our board of directors. Any
failure to report such inappropriate or irregular conduct of others is to be
treated as a severe disciplinary matter. It is against our company policy to
retaliate against any individual who reports in good faith the violation or
potential violation of our company's Code of Business Conduct and Ethics by
another.
  Our Code
of Business Conduct and Ethics is filed herewith with the Securities and
Exchange Commission as Exhibit 14.1 to this annual report. We will provide a
copy of the Code of Business Conduct and Ethics to any person without charge,
upon request. Requests can be sent to: Radium Ventures Inc., 2840 Mount Seymour
Parkway, North Vancouver, British Columbia, Canada V7H 1E9.
  **ITEM
10. EXECUTIVE COMPENSATION.**
  **Summary
Compensation**
  Our
existing officers and directors have received no compensation to date and there
are no plans to compensate them at this time.
  There are
no stock option, retirement, pension, or profit sharing plans for the benefit of
our officers and directors.
  **Option/SAR
Grants**
  No
individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made to any
executive officer or any director since our inception, accordingly, no stock
options have been exercised by any of the officers or directors in our fiscal
year ended April 30, 2005.
  **Long-Term
Incentive Plan Awards**
  
  We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
our stock price, or any other measure.
  **Compensation
of Directors.**
  The
directors did not receive any other compensation for serving as members of the
board of directors. The Board has not implemented a plan to award options. There
are no contractual arrangements with any member of the board of
directors.
  **Indemnification**
  Pursuant
to the articles of incorporation and bylaws of the corporation, we may indemnify
an officer or director who is made a party to any proceeding, including a
lawsuit, because of his position, if he acted in good faith and in a manner he
reasonably believed to be in our best interest. In certain cases, we may advance
expenses incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding as to
which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the state of Nevada.
  Regarding
indemnification for liabilities arising under the Securities Act of 1933 which
may be permitted to directors or officers pursuant to the foregoing provisions,
we are informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy, as expressed in the Act and is,
therefore unenforceable.
  **ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.**
  **Security
Ownership of Certain Beneficial Owners**
  The
following table sets forth, as of June 1, 2005, the beneficial shareholdings of
persons or entities holding 5% (five percent) or more of our common stock, each
director individually, each named executive officer and all of our directors and
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock shown, and all ownership is of record and
beneficial.
  **Name
      of Beneficial Owner**
    **Amount
      and Nature of Beneficial Owner**
    **Position**
    **Percent
      of Class**Shane
      Whittle
    1,000,000
    President,
      Secretary, Treasurer and Member of the Board of Directors
    37.99%James
      Scott-Moncrieff
    1,000,000
    Affiliate
    37.99%**All
      Officers, Directors, and Affiliates as a Group**
    **2,000,000**
    
    **75.97%**
  
 (1) Based on
2,632,450 shares of common stock issued and outstanding as of June 1, 2005.
Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage ownership of the person
holding such option or warrants, but are not deemed outstanding for purposes of
computing the percentage ownership of any other person ****
  **Cancellation
of Shares, Cancelled Debt**
  In
September 2003, 1,000,000 common shares were cancelled in connection with the
resignation of Paul Chow who is a former director and officer of
Radium.
  **Changes
in Control**
  To the
knowledge of management, there are no present arrangements or pledges of our
securities which may result in a change in our control. However, if the Merger
contemplated by the Reorganization Agreement is consummated, control of this
company will be assumed by the stockholders and officers of ITVN. See Form 8-K
filed June 2, 2005.
  **ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** .
  Since our
inception our directors have advanced loans to us in the total sum of $21,313,
which were used for organizational and start-up costs, offering expenses and
operating capital. The loans were non interest-bearing and were repaid in May of
2004.
  On July
14, 2003, Mr. Chow resigned as our Secretary and a member of our board of
directors. Mr. Chow resigned to pursue other business opportunities.
  On July
14, 2003, Mr. Peters was appointed as our Treasurer and as a member of our board
of directors.
  On June
3, 2003, we completed our public offering by raising $61,745. We sold 617,450
common shares at an offering price of ten cents per share.
  On May
20, 2004 Mr. Scott-Moncrieff resigned as our President, Secretary and as a
member of our board of directors. Mr. Scott-Moncrieff resigned to pursue other
business opportunities.
  
 On May
20, 2004 Mr. Whittle was appointed as our President and Secretary and remains a
member of our board of directors.
  On April
1, 2004 Mr. Peters resigned as our Treasurer and as a member of our board of
directors. Mr. Peters resigned to pursue other business
opportunities.
  On April
1, 2004 Mr. Whittle replaced Mr. Peters as our Treasurer and is now our
President, Secretary, Treasurer and sole Director.
  **PART
IV**
   **ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.**
  **Reports
on Form 8-K**
  On April
11, 2005 we filed a Form 8K in respect of the resignation of Mr. Ernest Peters.
Effective April 1, 2004, Mr. Peters resigned as our Treasurer and as a member of
our board of directors. Subsequent to Mr. Peters resignation, Mr. Whittle was
appointed Treasurer.
  **Exhibits**
  Exhibit
Number and Exhibit Title
  (3)
Articles of Incorporation and Bylaws
  3.1
    Articles
      of Incorporation (incorporated by reference from our Registration
      Statement on Form Sb-2, filed on July 19, 2002).3.2
    Bylaws
      (incorporated by reference from our Registration Statement on Form Sb-2,
      filed on July 19, 2002).(10)
      Material Contracts10.1
    Asset
      Purchase Agreement (incorporated by reference from our Registration
      Statement on Form Sb-2, filed on July 19, 2002).10.2
    Agreement
      and Plan of Reorganization (the “Reorganization Agreement”), dated as of
      May 27, 2005, between Radium Ventures, Inc., Radium Ventures Acquisition,
      Inc., Shane Whittle, James Scott-Moncrieff, and Interactive Television
      Networks, Inc. Previously filed on Form 8-K dated June 2, 2005
      incorporated herein by reference.(14)
      Code of Ethics14.1
    Code
      of Business Conduct and Ethics.(31)
      Section 302 Certifications31.1
    Certification(32)
      Section 906 Certification32.1
    Certification
 
 
   **Item
14. Principal Accountants Fees and Services**
  *Audit
Fees*
  The
aggregate fees billed by Lopez, Blevins, Bork & Associates, L.L.P for
professional services rendered for the audit of our annual financial statements
included in our Annual Report on Form 10-KSB for the fiscal year ended April 30,
2005 are estimated to be $3,000.
  The
aggregate fees billed by Malone & Bailey, PLLC for professional services
rendered for the audit of our annual financial statements included in our Annual
Report on Form 10-KSB for the fiscal year ended April 30, 2004 were
$2,800.
  *Audit
Related Fees*
  For the
fiscal year ended April 30, 2005, the aggregate fees billed for assurance and
related services by Lopez, Blevins, Bork & Associates, L.L.P relating to the
performance of the audit of our financial statements which are not reported
under the caption “Audit Fees” above, are estimated to be $0.
  For the
fiscal year ended December 31, 2004, the aggregate fees billed for assurance and
related services by Malone & Bailey, PLLC relating to the performance of the
audit of our financial statements which are not reported under the caption
“Audit Fees” above, was $0.
  *Tax
Fees*
  For the
fiscal year ended April 30, 2005, the aggregate fees billed by Lopez, Blevins,
Bork & Associates, L.L.P for other non-audit professional services, other
than those services listed above, totalled $0.
  For the
fiscal year ended April 30, 2004, the aggregate fees billed by Malone &
Bailey, PLLC for other non-audit professional services, other than those
services listed above, totalled $0.
  We do not
use Lopez, Blevins, Bork & Associates, L.L.P for financial information
system design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage Lopez, Blevins, Bork & Associates, L.L.P to provide compliance
outsourcing services.
  
 Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before Lopez, Blevins, Bork & Associates, L.L.P is engaged by us to
render any auditing or permitted non-audit related service, the engagement
be:
 
 **•**
    approved
      by our audit committee (which consists of entire Board of Directors);
      or**•**
    entered
      into pursuant to pre-approval policies and procedures established by the
      audit committee, provided the policies and procedures are detailed as to
      the particular service, the audit committee is informed of each service,
      and such policies and procedures do not include delegation of the audit
      committee’s responsibilities to management.
  The audit
committee pre-approves all services provided by our independent auditors. The
pre-approval process has just been implemented in response to the new rules, and
therefore, the audit committee does not have records of what percentage of the
above fees were pre-approved. However, all of the above services and fees were
reviewed and approved by the audit committee either before or after the
respective services were rendered.
  The audit
committee has considered the nature and amount of fees billed by Lopez, Blevins,
Bork & Associates, L.L.P and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining Lopez, Blevins,
Bork & Associates, L.L.P’s independence.
  
 **SIGNATURES**
   In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  **RADIUM VENTURES
      INC.**By:
    /s/  Shane WhittleShane Whittle, President, Secretary, Treasurer and
      Director(Principal Executive
      Officer)Date: June 1, 2005
 ****
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
  **Signature**
    
    **Title**
    
    **Date**/s/
      Shane Whittle
      Shane
      Whittle
    
    President,
      Secretary and Director
    
    June
      1, 2005