UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                        (AMENDMENT NO. 2 TO FORM 10-KSB)

[MARK ONE]

|_|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

                   For the fiscal year ended December 31, 2003

|X|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
EXCHANGE ACT OF 1934

    For the transition period from July 1, 2003 to December 31, 2003.

                          Commission file no.: 0-22848

                          TNX TELEVISION HOLDINGS, INC.
                 (Name of small business issuer in its charter)

                Delaware                                      95-4868287
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                      Identification No.)

       1811 Chestnut Street, Suite 120, Philadelphia, Pennsylvania 19103
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (215) 972-8191

        Securities registered pursuant to Section 12(b) of the Act: None

         Securities registered under Section 12(g) of the Exchange Act

                          $.001 Par Value Common Stock

                                (Title of Class)

--------------------------------------------------------------------------------

      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 |_|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  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/A or any amendment to this Form 10-KSB/A.

      The issuer's revenues for the fiscal year ended December 31, 2003 were $0.
The aggregate market value of the issuer's voting common equity held as of March
31, 2004 by non-affiliates of the Issuer was approximately  $39,541,366 based on
the closing price of $2.20 as of March 31, 2004.  |_|

      As of June 8, 2004,  the issuer  had  46,065,924  shares of its $0.001 par
value common stock outstanding.

      Transitional Small Business Disclosure Format (check one): Yes |_|  No |X|


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<PAGE>


EXPLANATORY NOTE

      The purpose of this  amendment is to correct  Exhibits 4.6 and 10.1 to our
Annual  Report  on Form  10-KSB  as  originally  filed on April  14,  2004  (the
"Original  Filing") and to Amendment No. 1 to our Annual Report on Form 10-KSB/A
as filed on April 29, 2004  ("Amendment  No. 1").  The  incorrect  forms of such
exhibits  were  inadvertently  filed and the correct  forms are hereby  filed as
Exhibits  4.6 and 10.1 to this  Amendment  No. 2 to our  Annual  Report  on Form
10-KSB/A.  Section (a) of Item 13  referenced  below is amended by deleting  the
item in its entirety and replacing it with the item set forth  herein.  Any item
in the Original Filing or Amendment No. 1 not expressly  changed hereby shall be
as set forth in the Original Filing or Amendment No. 1, as applicable.

                                    PART III

ITEM 13.          EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(a) EXHIBITS

EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
------            ----------------------

 2.1              Agreement and Plan of Merger dated November 12, 2003 among the
                  Registrant, SZMD Acquisition II, Inc. and TNX Television, Inc.
                  (1)

 2.2              Certificate  of Merger  filed with the  Delaware  Secretary of
                  State (2)

 3.1              Certificate of Incorporation (3)

 3.2              Bylaws (4)

 3.3              Certificate  of  Designations,  Rights and  Preferences  of 5%
                  Series A Convertible Preferred Stock (5)

 4.1              Specimen Common Stock Certificate (6)

 4.2              TNX Television  Holdings,  Inc. 2004  Employee,  Directors and
                  Consultant Stock Option Plan (7)

 4.3              Form of  Incentive  Stock  Option  Agreement  under 2004 Stock
                  Option Plan (8)

 4.4              Form of Nonqualified  Stock Option  Agreement under 2004 Stock
                  Option Plan (9)

 4.5              Form  of  Warrant  to  purchase   common  stock   between  the
                  Registrant and certain  employees,  directors and  consultants
                  prior to the merger effectuated on November 12, 2003 (10)

 4.6              Form of Stock  Option  Agreement  between the  Registrant  and
                  certain  employees,  directors  and  consultants  relating  to
                  options issued prior to the merger effectuated on November 12,
                  2003*

 4.7              Form of Warrant to purchase the Common Stock of TNX Television
                  Holdings, Inc. (11)

 4.8              Registration Rights Agreement,  dated as of April 23, 2004, by
                  and among TNX Television  Holdings,  Inc. and the stockholders
                  listed therein. (12)

 10.1             Form of Subscription  Agreement in connection with the private
                  placement of common stock completed in January 2004 *

 10.2             Securities Purchase Agreement,  dated as of April 23, 2004, by
                  and among TNX Television Holdings,  Inc. and certain investors
                  listed therein (13)


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<PAGE>


EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
------            ----------------------

 10.3             Service  Agreement by and between TNCI UK, Ltd. and Stephen J.
                  Ollier. (14)

 10.4             Service  Agreement  by and between  TNCI UK, Ltd.  and Phillip
                  Campbell. (15)

 14               Corporate Code of Conduct and Ethics (16)

 16               Letter  from Hall &  Company  regarding  change in  certifying
                  accountant (17)

 21.1             Subsidiaries of the Registrant (18)

 31.1             Certification of Chief Executive Officer (19)

 31.2             Certification of Chief Financial Officer (20)

 32.1             Certification  of  Principal  Executive  Officer  pursuant  to
                  U.S.C. Section 1350 (21)

 32.2             Certification  of  Principal  Financial  Officer  pursuant  to
                  U.S.C. Section 1350 (22)

------------------------------
 *   Filed herewith.

(1)   Incorporated  by  reference  to Exhibit 2.1 of our Current  Report on Form
      8-K/A filed on December 31, 2003.

(2)   Incorporated  by  reference  to Exhibit 2.2 of our Current  Report on Form
      8-K/A filed on December 31, 2003.

(3)   Incorporated  by  reference  to Exhibit  3.1 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(4)   Incorporated  by  reference  to Exhibit  3.2 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(5)   Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K
      filed on April 28, 2004.

(6)   Incorporated  by  reference  to Exhibit  4.1 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(7)   Incorporated  by  reference  to Exhibit  4.2 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(8)   Incorporated  by  reference  to Exhibit  4.3 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(9)   Incorporated  by  reference  to Exhibit  4.4 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(10)  Incorporated  by  reference  to Exhibit  4.5 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(11)  Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K
      filed on April 28, 2004.

(12)  Incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K
      filed on April 28, 2004.

(13)  Incorporated  by reference  to Exhibit 10.1 of our Current  Report on Form
      8-K filed on April 28, 2004.

(14)  Incorporated by reference to Exhibit 10.3 of Amendment No. 1 to our Annual
      Report on Form 10-KSB/A filed on April 29, 2004.

(15)  Incorporated by reference to Exhibit 10.4 of Amendment No. 1 to our Annual
      Report on Form 10-KSB/A filed on April 29, 2004.

(16)  Incorporated  by  reference  to Exhibit  14 of our  Annual  Report on Form
      10-KSB filed on April 14, 2004.


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<PAGE>

------------------------------
 *   Filed herewith.

(17)  Incorporated  by  reference  to Exhibit 16 of our  Current  Report on Form
      8-K/A filed on December 31, 2003.

(18)  Incorporated  by reference  to Exhibit  21.1 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(19)  Incorporated by reference to Exhibit 31.1 of Amendment No. 1 to our Annual
      Report on Form 10-KSB/A filed on April 29, 2004.

(20)  Incorporated by reference to Exhibit 31.2 of Amendment No. 1 to our Annual
      Report on Form 10-KSB/A filed on April 29, 2004.

(21)  Incorporated  by reference  to Exhibit  32.1 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.

(22)  Incorporated  by reference  to Exhibit  32.2 of our Annual  Report on Form
      10-KSB filed on April 14, 2004.



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<PAGE>


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused  this  Amendment  No. 2 to the  Report to be signed on its  behalf by the
undersigned, thereunto duly authorized.

Dated: June 10, 2004                          TNX  TELEVISION   HOLDINGS, INC.

                                              By: /s/  Irwin L. Gross
                                                 -------------------------------
                                                 Irwin L. Gross
                                                 President  &  Chief  Executive
                                                 Officer

In accordance with the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following  persons in the  capacities and on
the dates indicated.

       SIGNATURE                        TITLE                        DATE


/s/  Irwin L. Gross            President, Chief                June 10, 2004
-----------------------------  Executive Officer and
Irwin L. Gross                 Chairman (principal
                               executive officer)


/s/  Norman Fetterman          Chief Financial                 June 10, 2004
-----------------------------  Officer (principal
Norman Fetterman               financial and
                               accounting officer)


/s/  Stephen J. Ollier         Director and Managing           June 10, 2004
-----------------------------  Director of TNCI UK, Ltd.
Stephen J. Ollier


/s/  Nicolas Rogerson          Director                        June 10, 2004
-----------------------------
Nicolas Rogerson


/s/  S. Lance Silver           Director                        June 10, 2004
-----------------------------
S. Lance Silver


/s/  Howard Silverstone
-----------------------------
Howard Silverstone             Director                        June 10, 2004



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