UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

Common Stock, $.01 par value per share

K-Tel International, Inc., a Minnesota corporation

2491 Xenium Lane North

Plymouth, Minnesota  55441

Item 2.

Identity and Background

Item 2(a).

Name of Person Filing.

(i)                     Philip Kives

(ii)                  K-5 Leisure Products, Inc., a Nevada corporation

(iii)               National Developments Ltd., a Manitoba corporation

(iv)              2808715 Manitoba Limited, a Manitoba corporation

Business Address.

(i), (ii)                                            220 Saulteaux Crescent

(iii) & (iv)                        Winnipeg, Manitoba  R3J 3W3

  Canada

Item 2(c).

Present Principal Occupation.

(i)               Chairman, President and Chief Executive Officer of K-Tel International, Inc.
2491 Xenium Lane North
Plymouth, Minnesota  55441

(ii)            Investment and wholesale distribution company

(iii)         Holding company and rental property investment and development

(iv)      Investment holding company

Item 2(d).

Conviction of Criminal Proceeding in Last Five Years.

(i), (ii)

(iii) & (iv)                        None

Item 2(e).

Conviction of Civil Proceeding in Last Five Years.

(i), (ii)

(iii) & (iv)                         None

Item 2(f).

Citizenship.

(i)                       Canada

(ii)                    Nevada corporation

(iii)                 Manitoba corporation

(iv)                 Manitoba corporation

Item 3.

Source and Amount of Funds or Other Consideration

Except as described in the reporting persons’ original Schedule 13D and later amendments, all of the shares were acquired by the reporting persons with working capital and/or personal funds in market transactions at fair market value at the time of each transaction.

Item 4.

Purpose of Transaction

Philip Kives, one of the reporting persons, is the founder and principal shareholder of the Issuer and previously acquired shares personally and through K-5 Leisure Products, Inc., National Developments Ltd., and 2808715 Manitoba Limited, entities controlled directly or indirectly by Mr. Kives. 

On July 18, 2007, the Issuer effected a 1-for-5,000 reverse split of the Issuer’s common stock, par value $.01 per share.  Those shareholders who, immediately following the reverse split, owned only a fraction of a share of the Issuer’s common stock are in the process of being cashed out by the Issuer and will no longer be shareholders of the Issuer.  Immediately after the completion of the reverse split, the Issuer effected a 5,000-for-1 forward split of its common stock for those shareholders who, following the reverse split, continued to own at least one whole share of common stock.  As a result of the reverse split and subsequent forward split, the reporting persons’ percentage ownership of the total number of outstanding shares of the Issuer’s common stock increased; however, the actual number of shares of the Issuer’s common stock beneficially owned by the reporting persons remained unchanged. 

On July 19, 2007, the Issuer filed Form 15, thereby terminating its filing obligations under the Securities and Exchange Act of 1934.

Mr. Kives will continually evaluate his position to determine what, if any, actions to take with respect to his ownership position.  It should be noted that the possible activities of the reporting persons are subject to change at any time.  Except as set forth above, the reporting persons have no present plans or proposals that would result in or relate to any of the actions described in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Items 5(a)
and (b).

Aggregate Number and Percentage of Class of Securities.

As of the date of this statement, the reporting persons beneficially own the number of shares of common stock set forth below.  The percentages set forth below represent the percentages of the outstanding shares of common stock (based on 11,288,280 shares of common stock outstanding as reported in the Issuer’s Amendment No. 4 to Schedule 13E-3 filed on July 19, 2007 plus 1,702,939 shares which are issuable upon exercise of Mr. Kives’ options for an aggregate total of 12,991,219 shares) beneficially owned by the reporting persons.

Philip Kives

10,076,953 (1) (2)

 (77.6%)

Sole Voting Power:

10,076,953 (1) (2)

Shared Voting Power:

-0-

Sole Dispositive Power:

10,076,953 (1) (2)

Shared Dispositive Power:

-0-

2808715 Manitoba Limited

7,944,953 (3)

 (61.2%)

Sole Voting Power:

7,944,953 (3)

Shared Voting Power:

-0-

Sole Dispositive Power:

7,944,953 (3)

Shared Dispositive Power:

-0-

National Developments Ltd.

7,313,953 (4)

 (56.3%)

Sole Voting Power:

7,313,953 (4)

Shared Voting Power:

-0-

Sole Dispositive Power:

7,313,953 (4)

Shared Dispositive Power:

-0-

K-5 Leisure Products, Inc.

6,988,617

 (53.8%)

Sole Voting Power:

6,988,617

Shared Voting Power:

-0-

Sole Dispositive Power:

6,988,617

Shared Dispositive Power:

-0-

(1)

Philip Kives beneficially owns 6,988,617 shares of common stock through K-5 Leisure Products, Inc., a wholly owned subsidiary of National Developments Ltd., 325,336 shares of common stock through National Developments Ltd., a wholly owned subsidiary of 2808715 Manitoba Limited, and 631,000 shares of common stock through 2808715 Manitoba Limited, an entity wholly owned by Philip Kives.

(2)

Philip Kives beneficially owns 1,702,939 vested options to purchase shares of common stock.

(3)

2808715 Manitoba Limited beneficially owns 325,336 shares through National Developments Ltd. and 6,988,617 shares through K-5 Leisure Products, Inc.

(4)

National Developments Ltd. beneficially owns 6,988,617 shares through K-5 Leisure Products, Inc.

Item 5(c).

Transactions Effected Within the Last 60 Days.

No reporting person has engaged in any transaction involving shares of the Issuer’s common stock within the last 60 days.  See Item 4 for a description of the

transaction triggering the change in percentage ownership.

Item 5(d).

Additional Interested Persons.

Not applicable                  

Item 5(e).

Ownership of Less than Five Percent.

Not applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not applicable

Item 7.

Material to Be Filed as Exhibits

A.                                   Agreement as to Joint Filing

PHILIP KIVES

K-5 LEISURE PRODUCTS, INC.

/s/ Philip Kives

By:

/s/ Philip Kives

Its:

President

NATIONAL DEVELOPMENTS LTD.

2808715 MANITOBA LIMITED

By:

/s/ Philip Kives

By:

/s/ Philip Kives

Its:

President

Its:

President

Dated:  August 1, 2007

PHILIP KIVES

K-5 LEISURE PRODUCTS, INC.

/s/ Philip Kives

By:

/s/ Philip Kives

Its:

President

NATIONAL DEVELOPMENTS LTD.

2808715 MANITOBA LIMITED

By:

/s/ Philip Kives

By:

/s/ Philip Kives

Its:

President

Its:

President