United States
                       Securities and Exchange Commission
                             Washington, D.C.  20549

                                   FORM 10-QSB

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934

               For the quarterly period ended June 30, 2002
                                              -------------


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
       OF 1934

               For the transition period from__________ to __________

               Commission file number:  0-49638
                                        -------


                    INTERNATIONAL COMMERCIAL TELEVISION, INC.
                    -----------------------------------------
        (Exact name of small business issuer as specified in its charter)

              Nevada                                      76-0621102
              ------                                      ----------
    State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization


        110 S.E. Fourth Avenue, Suite 102, Del Rey Beach, Florida 33483
        ---------------------------------------------------------------
                    (Address of principal executive offices)


                                 (561) 471-0882
                                 --------------
                          (Issuer's telephone number)

                  873 NE 77th Street, Boca Raton, Florida 33487
                 ----------------------------------------------
         (Former name or former address, if changed since last report.)

Check  whether  the  issuer  (1)  filed  all  reports  required  to  be filed by
Section13  or  15(d)  of the Exchange Act during the past 12 months (or for such
shorter  period  that the issuer was required to file such reports), and (2) has
been subject  to such filing requirements for the past 90 days.  Yes [X]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  As of August 7, 2002, the Issuer had
10,484,188  shares  of  common  stock,  par  value  $0.001 per share, issued and
outstanding.


Transitional Small Business Disclosure Format (Check one):  Yes [ ]  No [X]


<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . .1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . .21

PART II- OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS. . . . . . . . . . . . . .26

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . .27

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

        Review Report of Independent Certified Public Accountants. . . . . . .2

        Consolidated Balance Sheets as of June 30, 2002 (unaudited) and
         December 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . .3

        Consolidated Statements of Operations for the three months ended June
        30, 2002 and 2001 (unaudited) and for the six months ended June 30,
        2002 and 2001 (unaudited). . . . . . . . . . . . . . . . . . . . . . .4

        Consolidated Statements of Shareholders' Equity for the year ended
        December 31, 2001 and for the six months ended June 30, 2002
        (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

        Consolidated Statements of Cash Flows for the six months ended June
        30, 2002 and 2001 (unaudited). . . . . . . . . . . . . . . . . . . . .6

        Notes to the consolidated financial statements. . . . . . . . . . . . 7


                                      -1-
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
International Commercial Television Inc. and Subsidiaries
Del Rey Beach, Florida


We  have  reviewed  the accompanying consolidated balance sheet of International
Commercial Television Inc. and Subsidiaries as of June 30, 2002, and the related
consolidated  statements  of  operations for the three and six months ended June
30,  2002  and  2001,  and  the related consolidated statements of shareholders'
deficit  and  cash  flows  for  the  six  months ended June 30, 2002 and 2001 in
accordance  with  Statements  on  Standards  for  Accounting and Review Services
issued  by  the  American  Institute  of  Certified  Public  Accountants.  All
information  included in these financial statements is the representation of the
management  of  International  Commercial  Television,  Inc.  and  Subsidiaries.

A  review  consists principally of inquiries of company personnel and analytical
procedures applied to financial data.  It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which  is  the expression of an opinion regarding the financial statements taken
as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made to the accompanying consolidated financial statements in order for them
to  be  in  conformity  with  generally  accepted  accounting  principles.

We  have  previously  audited,  in  accordance  with generally accepted auditing
standards  of the United States of America, the consolidated balance sheet as of
December  31,  2001,  and  the  related  consolidated  statements of operations,
shareholders'  equity  and  cash  flows  for  the year then ended (not presented
herein);  and  in  our  report dated March 25, 2002, we expressed an unqualified
opinion  on  those  consolidated  financial  statements.  In  our  opinion,  the
information  set  forth  in  the  accompanying  consolidated balance sheet as of
December  31,  2001,  is fairly stated, in all material respects, in relation to
the  consolidated  balance  sheet  from  which  it  has  been  derived.


/s/ Moore Stephens Wurth Frazer & Torbet, LLP

City of Industry, California
August 7, 2002


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
             INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                            CONSOLIDATED BALANCE SHEETS
                          (See Accountants' Review Report)
                          --------------------------------


                                                         As of           As of
                                                    ---------------  --------------
                                                     June 30, 2002    December 31,
                                                    ---------------  --------------
                                                      (unaudited)        2001
                                                    ---------------  --------------
<S>                                                 <C>              <C>
                                   ASSETS
                                   ------

CURRENT ASSETS:
  Cash                                              $      329,852   $           -
  Accounts receivable                                       16,000               -
  Related party receivable                                   8,868          21,063
  Inventory, net                                                50             400
  Prepaid expenses                                          11,736          18,875
  Deferred charges                                               -         124,996
                                                    ---------------  --------------
    Total current assets                                   366,506         165,334
                                                    ---------------  --------------
PROPERTY AND EQUIPMENT:
  Furniture and equipment                                   15,130          14,558
  Less accumulated depreciation                              6,992           5,161
                                                    ---------------  --------------
    Property and equipment, net                              8,138           9,397
                                                    ---------------  --------------

      Total assets                                  $      374,644   $     174,731
                                                    ===============  ==============

                  LIABILITIES AND SHAREHOLDERS' DEFICIT
                  -------------------------------------

CURRENT LIABILITIES:
  Bank overdraft                                    $            -   $       1,792
  Accounts payable and accrued liabilities                 166,082         106,388
  Advances from shareholder                                260,830         377,362
                                                    ---------------  --------------
    Total current liabilities                              426,912         485,542
                                                    ---------------  --------------
NOTE PAYABLE AND ACCRUED INTEREST TO
  SHAREHOLDER                                              708,960         688,772
                                                    ---------------  --------------

SHAREHOLDERS' DEFICIT:
  Common stock, $.001 par value, 100,000,000
    shares authorized, 10,484,188 and 10,249,500
    issued and outstanding as of June 30, 2002
    and December 31, 2001, respectively                        385             150
  Additional paid-in capital                               214,937         (11,873)
  Accumulated deficit                                     (724,550)       (707,860)
  Unearned compensation                                   (252,000)       (280,000)
                                                    ---------------  --------------
    Total shareholders' deficit                           (761,228)       (999,583)
                                                    ---------------  --------------
      Total liabilities and shareholders' deficit   $      374,644   $     174,731
                                                    ===============  ==============
</TABLE>

The accompanying notes are an integral part of this consolidated statement.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                     INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (See Accountants' Review Report)
                                  --------------------------------


                                      For the three months ended        For the six months ended
                                    --------------------------------  -----------------------------
                                       June 30,         June 30,        June 30,        June 30,
                                         2002             2001            2002            2001
                                    --------------  ----------------  -------------  --------------
                                     (unaudited)       (unaudited)     (unaudited)    (unaudited)
                                    --------------  ----------------  -------------  --------------
<S>                                 <C>             <C>               <C>            <C>
NET SALES                           $      739,150  $       403,760   $  1,107,220   $     625,919
COST OF SALES                              315,417          342,731        511,890         530,486
                                    --------------  ----------------  -------------  --------------
GROSS PROFIT                               423,733           61,029        595,330          95,433
                                    --------------  ----------------  -------------  --------------

OPERATING EXPENSES:
  Depreciation                                 930              873          1,831           1,662
  Research and development                  30,427            2,546         36,662           2,546
  Acquisition costs                              -           30,008              -          30,008
  General and administrative               197,545           29,556        351,552         140,974
  Selling and marketing                     27,022           32,521         49,507          56,309
  Royalties                                 78,493            7,961        114,087           8,940
  Rent                                      17,866            3,023         20,683           5,369
                                    --------------  ----------------  -------------  --------------
    Total operating expenses               352,283          106,488        574,322         245,808
                                    --------------  ----------------  -------------  --------------
OPERATING INCOME (LOSS)                     71,450          (45,459)        21,008        (150,375)
                                    --------------  ----------------  -------------  --------------
OTHER EXPENSE:
  Interest expense, shareholder             10,094            8,863         20,188          30,935
  Interest expense                           6,063                -         17,510           5,074
                                    --------------  ----------------  -------------  --------------
                                            16,157            8,863         37,698          36,009
                                    --------------  ----------------  -------------  --------------
INCOME (LOSS) BEFORE INCOME TAXES           55,293          (54,322)       (16,690)       (186,384)

INCOME TAXES                                     -                -              -               -
                                    --------------  ----------------  -------------  --------------
NET INCOME (LOSS)                   $       55,293  $       (54,322)  $    (16,690)  $    (186,384)
                                    ==============  ================  =============  ==============

BASIC EARNINGS PER SHARE            $         0.01  $         (0.01)  $     (0.002)  $       (0.02)
                                    ==============  ================  =============  ==============
FULLY DILUTED EARNINGS PER
  SHARE                             $         0.01  $         (0.01)  $     (0.002)  $       (0.02)
                                    ==============  ================  =============  ==============
</TABLE>

The accompanying notes are an integral part of this consolidated statement.


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                             INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                                         (See Accountants' Review Report)
                                         --------------------------------



                                       Common stock,      Additional
                                      .001 par value        Paid-In       Accumulated      Unearned
                                     Shares     Amount      Capital         Deficit      Compensation     Totals
                                   ----------  --------  -------------  --------------  --------------  ----------
<S>                                <C>         <C>       <C>            <C>             <C>             <C>
Balances, January 1, 2001
  as restated                      10,249,500  $    150  $   (291,873)  $    (355,077)  $           -   $(646,800)

Net loss                                    -         -             -        (186,384)              -    (186,384)
                                   ----------  --------  -------------  --------------  --------------  ----------

Balances, June 30, 2001,           10,249,500       150      (291,873)       (541,461)              -    (833,184)

Grant of stock options                      -         -       280,000               -        (280,000)          -

Net loss                                    -         -             -        (166,399)              -    (166,399)
                                   ----------  --------  -------------  --------------  --------------  ----------
Balances, December 31, 2001        10,249,500       150       (11,873)       (707,860)       (280,000)   (999,583)

Issuance of common stock              234,688       235       351,806               -               -     352,041

Deferred issuance costs applied             -         -      (124,996)              -               -    (124,996)

Amortization of deferred
  compensation under
  nonqualified stock option plan            -         -             -               -          28,000      28,000

Net loss                                    -         -             -         (16,690)              -     (16,690)
                                   ----------  --------  -------------  --------------  --------------  ----------
Balances, June 30, 2002            10,484,188  $    385  $    214,937   $    (724,550)  $    (252,000)  $(761,228)
                                   ==========  ========  =============  ==============  ==============  ==========
</TABLE>


The accompanying notes are an integral part of this consolidated statement.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                    INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (See Accountants' Review Report)
                                --------------------------------



                                                                    For the six months ended
                                                                --------------------------------
                                                                 June 30, 2002    June 30, 2001
                                                                ---------------  ---------------
                                                                  (unaudited)      (unaudited)
                                                                ---------------  ---------------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      $      (16,690)  $     (186,384)
  Adjustments to reconcile net (loss) to net cash
    provided by (used in) operating activities:
      Depreciation                                                       1,831            1,662
      Amortization of deferred compensation under nonqualified
        stock option plan                                               28,000                -
      (Increase) decrease in accounts receivable                        (3,805)          81,244
      Decrease in inventory                                                350            2,700
      Decrease (increase) in prepaid expenses                            7,139           (3,216)
      Increase in deferred charges                                           -          (53,290)
      Increase in accounts payable and accrued liabilities              59,694           62,794
      Increase in accrued interest on note payable                      20,188           30,935
                                                                ---------------  ---------------
        Net cash provided by (used in) operating activities             96,707          (63,555)
                                                                ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                                     (571)          (1,216)
                                                                ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in bank overdraft                                            (1,792)               -
  Advances from shareholder                                             54,286          224,213
  Payments to shareholder                                             (170,819)        (142,429)
  Proceeds from issuance of common stock                               352,041                -
                                                                ---------------  ---------------
    Net cash provided by financing activities                          233,716           81,784
                                                                ---------------  ---------------
NET INCREASE IN CASH                                                   329,852           17,013

CASH, beginning of period                                                    -           43,128
                                                                ---------------  ---------------
CASH, end of period                                             $      329,852   $       60,141
                                                                ===============  ===============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Interest expense paid                                         $       11,448   $        5,074
                                                                ===============  ===============

  Income taxes paid                                             $            -   $            -
                                                                ===============  ===============
  Noncash financing activities:
    Deferred charges representing stock offering costs offset
      against proceeds from issuance of common stock            $      124,996   $            -
                                                                ===============  ===============
</TABLE>

The accompanying notes are an integral part of this consolidated statement.


                                      -6-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

International  Commercial  Television Inc., (the Company or "ICT") was organized
under  the  laws  of  the  state of Nevada on June 25, 1998.  From June 25, 1998
through  March  31, 2000, the Company had limited operations and assets.  During
this period, the Company did not commence planned principal operations or derive
any  revenue  therefrom  and  consequently  was  considered  a development stage
company  as  defined  by  SFAS  No.  7.

On April 1, 2000, the Company entered into a Share and Option Purchase Agreement
with the trustees of The Better Block Trust (BBT), which owned or controlled all
of  the  equity  interest  in  Windowshoppc.com  Limited  (WSL), R.J.M. Ventures
Limited  (RJML)  and  Better  Blocks  International  Limited  (BBIL).  Under the
agreement,  the Company purchased all of the equity interest in WSL and RJML, an
option  to  purchase  all of the equity in BBIL and obtained a license to all of
the  assets owned by BBIL.  The purchase price under the agreement was 8,000,000
shares of the Company's common stock and a $590,723 promissory note.  The option
exercise  price is the issuance of an additional 500,000 shares of the Company's
common  stock.  For  accounting purposes, the acquisition has been treated as an
acquisition  of  ICT  by WSL and RJML and as a recapitalization of WSL and RJML.

Windowshoppc.com Limited was organized under the laws of New Zealand on June 25,
1999  and  has  a  fiscal  year  end  of  March  31.

R.J.M. Ventures Limited was organized under the laws of New Zealand on April 23,
1998  and  has  a  fiscal  year  end  of  March  31.

Nature of operations
--------------------

The  Company  sells  various  consumer  products.  The  products  are  primarily
marketed  and  sold  through  infomercials. The products are sold throughout the
United  States and internationally via the infomercials.  Although the companies
are  incorporated  in  Nevada and New Zealand, operations are currently run from
Boca  Raton,  Florida.

Principles of consolidation
---------------------------

The  accompanying consolidated financial statements include 100% of the accounts
of the Company and its wholly-owned subsidiaries, WSL and RJML.  All significant
inter-company  transactions  and  accounts  have  been  eliminated.

Accounting method
-----------------

The  Company's  consolidated financial statements are prepared using the accrual
method  of  accounting.  The  Company  has  elected  a  December  31  year  end.

New accounting pronouncements
-----------------------------

The  Company  has  adopted  the  provisions  of  SFAS  No.  133, "Accounting for
Derivative Instruments and Hedging Activities", which establishes accounting and
reporting standards for derivative financial instruments and hedging activities.
The  adoption  of this statement did not have a material impact to the Company's
consolidated  financial  statements.


                                      -7-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New  accounting  pronouncements  (continued)
--------------------------------------------

The  Company  has  adopted  SAB  No.  101,  "Revenue  Recognition  in  Financial
Statements"  (SAB  101).  SAB 101 establishes accounting and reporting standards
for the recognition of revenue.  It states that revenue generally is realized or
realizable and earned when all of the following criteria are met: (1) persuasive
evidence  of  an  arrangement exists; (2) delivery has occurred or services have
been rendered; (3) the seller's price to the buyer is fixed or determinable; (4)
collectibility  is  reasonably  assured.  The adoption of this statement did not
have  a  material  impact  on  the  Company's consolidated financial statements.

The  Company  adopted  the  provisions  of  FIN  No. 44, "Accounting for Certain
Transactions  Involving Stock Compensation (an interpretation of APB Opinion No.
25)."  FIN  44  clarifies  the  application  of  Opinion No. 25 for only certain
issues.  It  does  not address any issues related to the application of the fair
value  method  in  Statement  No.  123. Among other issues, FIN 44 clarifies the
definition  of  employee  for  purposes of applying Opinion 25, the criteria for
determining  whether  a plan qualifies as a noncompensatory plan, the accounting
consequence  of various modifications to the terms of the previously fixed stock
option  or award, and accounting for an exchange of stock compensation awards in
a business combination. The adoption of this principle had no material effect on
the  Company's  consolidated  financial  statements.

The  Financial  Accounting  Standards  Board  has issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."   These
statements  will change the accounting for business combinations and goodwill in
two  significant  ways.  First,  SFAS  141  requires that the purchase method of
accounting  be used for all business combinations initiated after June 30, 2001.
Use  of  the  pooling-of-interests  method will be prohibited.  Second, SFAS 142
changes the accounting for goodwill from an amortization method to an impairment
only  approach.  Thus,  amortization of goodwill, including goodwill recorded in
past  business  combinations,  will cease upon adoption of that statement, which
for companies with calendar year ends, will be January 1, 2002.  The adoption of
this new statement will not have a material impact to the Company's consolidated
financial  statements.

The  Financial  Accounting  Standards Board has issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets."  This statement superceded
SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets  to  be  Disposed  of."  This  statement removes goodwill from its scope,
(addressed in SFAS No. 142) and addresses long-lived assets to be held and used,
to  be  disposed  of  other  than  by  sale  and to be disposed of by sale.  The
provisions  of  this  statement  are required to be applied starting with fiscal
years  beginning after December 31, 2001.  The Company expects that the adoption
of  this  new  statement  will  not  have  a  material  impact  to the Company's
consolidated  financial  statements.

Revenue recognition
-------------------

Product  sales  revenue  is  recognized  upon  shipment  of  the  product to the
customer.  The  Company  has a return policy whereby the customer can return any
product  received within 30 days of receipt for a full refund excluding shipping
and  handling.  The  Company  provides  an allowance for returns based upon past
experience.  Revenue  related  to  the sale of third party products is generally
recorded  at gross amounts with a corresponding charge to cost of sales. Certain
third  party  products are sold under a commission basis and only the commission
income  is  recorded  for  these  sales.


                                      -8-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration  of  credit  risk
-------------------------------

Financial instruments, which potentially subject the Company to concentration of
credit  risk,  include cash and trade receivables. The Company maintains cash in
bank  accounts  that, at times, may exceed federally insured limits.  As of June
30,  2002,  the  Company  exceeded  the federally insured limit by approximately
$262,000.  The  Company  has  not  experienced  any  losses in such accounts and
believes  it  is  not  exposed  to  any  significant  risks  on its cash in bank
accounts.  As  of June 30, 2002, all of the Company's trade receivables were due
from  one  customer.

Cash  equivalents
-----------------

The  Company  considers  all  unrestricted  highly  liquid  investments  with an
original  maturity  of  three  months  or  less  to  be  cash  equivalents.

Accounts  receivable
--------------------

No  allowance  for  uncollectible  accounts  has  been  provided.  The Company's
management  has  evaluated  the  accounts and believes they are all collectible.

Inventory
---------

Inventory  consists primarily of products held for resale, and are stated at the
lower  of  cost  (first-in,  first-out  method)  or  market.

Property  and  equipment
------------------------

Property and equipment are carried at cost and depreciation is computed over the
estimated  useful  lives  of  the  individual  assets ranging from 3 to 5 years.
Depreciation  is  computed  using  the  straight-line  method.

The  related  cost  and  accumulated depreciation of assets retired or otherwise
disposed  of  are  removed  from  the accounts and the resultant gain or loss is
reflected  in  earnings.  Maintenance  and  repairs are expensed currently while
major  renewals  and  betterments  are  capitalized.

Long-term  assets  of  the  Company  are  reviewed  annually as to whether their
carrying  value  has become impaired. Management considers assets to be impaired
if  the  carrying  value  exceeds  the  future projected cash flows from related
operations.  Management  also  re-evaluates  the  periods  of  amortization  to
determine  whether subsequent events and circumstances warrant revised estimates
of  useful  lives.  As  of  June 30, 2002, management expects these assets to be
fully  recoverable.

Depreciation  expense  amounted to $930 and $873 for the three months ended June
30,  2002 and 2001, respectively, and $1,831 and $1,662 for the six months ended
June  30,  2002  and  2001,  respectively.


                                      -9-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Shipping  and  handling
-----------------------

Shipping  and  handling  costs  are  included  in  cost  of sales.  Shipping and
handling  costs  amounted to $1,447 and $326 for the three months ended June 30,
2002 and 2001, respectively, and $1,541 and $1,237 for the six months ended June
30,  2002  and  2001, respectively. Amounts paid to us by customers for shipping
and  handling  charges  are  included  in  net  sales.

Research  and  development
--------------------------

Research  and  development  costs  are  expensed  as  incurred.  Research  and
development  costs  primarily  consist  of  efforts  to discover and develop new
products  and the testing and development of direct-response advertising related
to  these  products.  Research  and  development expense amounted to $30,427 and
$2,546  for  the  three  months  ended June 30, 2002 and 2001, respectively, and
$36,662  and  $2,546  for  the  six  months  ended  June  30,  2002  and  2001,
respectively.

Advertising  costs
------------------

Advertising  costs  are  expensed  as  incurred and are included in research and
development  expense  and  selling  and  marketing  expense  in the accompanying
consolidated financial statements.  Advertising costs amounted to $8,800 for the
three  months  ended  June 30, 2002 and $9,966 for the six months ended June 30,
2002.  The Company did not incur advertising costs for the six months ended June
30,  2001.

Income  taxes
-------------

The  Company uses the asset and liability method of accounting for income taxes,
which  requires  the  recognition of deferred tax liabilities and assets for the
expected  future tax consequences of temporary differences between tax bases and
financial  reporting  bases  of  assets  and  liabilities.

Income  tax  benefits have not been recorded during the current period on United
States and New Zealand losses.  These benefits will be recorded when realized or
at  such  time  it  is determined that these benefits are likely to be realized.

Stock  options
--------------

The  Company  applies  APB  Opinion  No.  25,  "Accounting  for  Stock Issued to
Employees,"  and  related  Interpretations  in  accounting  for all stock option
plans.  Under  APB 25, compensation cost is recognized for stock options granted
to  employees  when  the  option is less than the market price of the underlying
common  stock  on  the  date  of  grant.

SFAS  Statement No. 123, "Accounting for Stock-Based Compensation," requires the
Company  to provide proforma information regarding net income and net income per
share  as  if  compensation costs for the Company's stock option plans and other
stock  awards had been determined in accordance with the fair value based method
prescribed  in  SFAS  123.  The  Company  estimates the fair value of each stock
award  at  the  grant  date  by  using  the  Black-Scholes option pricing model.


                                      -10-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use  of  estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  of  the  United States of America requires management to
make  estimates  and  assumptions  that  affect  the  amounts  reported  in  the
consolidated  financial  statements and accompanying notes.  Management believes
that  the  estimates utilized in preparing its consolidated financial statements
are  reasonable  and prudent.  Actual results could differ from these estimates.

Interim  financial  information
-------------------------------

In  the  opinion  of management, the unaudited consolidated financial statements
reflect  all  adjustments  (which  include  only  normal  recurring adjustments)
necessary to present fairly the financial position of the Company as of June 30,
2002,  the  results  of operations for the periods ended June 30, 2002 and 2001,
respectively.  Interim  results  are  not  necessarily  indicative  of full year
performance  because  of  the  impact  of  seasonal  and  short-term variations.

NOTE 2 - BUSINESS ACQUISITION

On April 1, 2000, the Company entered into a Share and Option Purchase Agreement
with  the  trustees of BBT, which owned or controlled all of the equity interest
in  WSL,  RJML  and  BBIL. Under the agreement, the Company purchased all of the
equity interest in WSL and RJML, an option to purchase all of the equity in BBIL
and  obtained  a license to all of the assets owned by BBIL.  The purchase price
under  the  agreement  was  8,000,000 shares of the Company's common stock and a
$590,723  promissory  note.  The  option  exercise  price  is the issuance of an
additional  500,000  shares  of the Company's common stock. Upon the exercise of
the  option,  the  assets  acquired  will be recorded at BBIL's historical cost.

The  license to all of the assets owned by BBIL consisted primarily of exclusive
worldwide  rights  to  manufacture,  market,  distribute,  further  develop, and
otherwise  fully  exploit  the  proprietary  rights  owned by BBIL.  The license
rights  have an initial term of 10 years, at the end of the first five years and
at  the  end  of  each  subsequent  year,  BBIL may extend the term by one year.

For  accounting  purposes, the acquisition has been treated as an acquisition of
ICT  by  WSL and RJML and as a recapitalization of WSL and RJML.  As of April 1,
2000  (date  of  acquisition),  WSL,  RJML and BBIL were valued at approximately
$15,000,000  in  an  independent  appraisal performed by Houlihan Lokey Howard &
Zukin  Financial Advisors, Inc.  The Company believes the value of the assets it
acquired  was  $13,900,000, because it currently has only license rights related
to  BBIL,  and  not  ownership  of  BBIL.

NOTE 3 - DEFERRED CHARGES

Deferred  charges  consist  of  specific  costs  directly  attributable  to  the
Company's  offering.  These  costs have been charged against the Company's gross
proceeds  from  the  offering.


                                      -11-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 4 - LICENSE AND RECONVEYANCE AGREEMENTS

Effective  April  1,  2000,  the Company entered into a License and Reconveyance
Agreement  with  WSL and RJML.  These agreements are royalty-free.  WSL and RJML
own or have rights in certain intellectual properties that they do not presently
wish  to  exploit, but which it may wish to exploit in the future.  Accordingly,
WSL  and  RJML  granted  all  production  rights, proprietary rights, inventory,
development  rights,  hard  assets,  licenses  and  any  assets or rights to the
Company.  The  Company  has  the  right  to  further  develop  and  enhance  the
intellectual  properties as the Company sees fit.  At the option of WSL or RJML,
they  can  demand  to  reconvey all grants previously given to the Company.  The
license  agreements  are  in  effect until WSL and RJML exercise their rights to
demand  reconveyance.

NOTE 5 - FINANCIAL INSTRUMENTS

Statement  of  Financial  Accounting  Standards No. 107 (SFAS 107), "Disclosures
About Fair Value of Financial Instruments" requires disclosure of the fair value
of  financial  instruments held by the Company.  SFAS 107 defines the fair value
of  financial  instruments  as  the  amount  at  which  the  instrument could be
exchanged  in  a  current  transaction  between  willing parties.  The following
methods  and  assumptions  were  used  to  estimate  fair  value:

The  carrying  amount  of accounts receivable and payable approximate fair value
due  to  their  short-term  nature.  The  carrying  amount  of note payable debt
approximates  fair  value  based  on the borrowing rate of prime rate plus 1.0%.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Smart  Stacks  and  Derma  Wand
-------------------------------

On  May  18, 1998, RJML entered into a manufacturing, marketing and distribution
agreement  with  the inventor of Smart Stacks. Smart Stacks is a set of rotating
and  stacking  storage trays.  Pursuant to the agreement, the inventor grants to
RJML  the  exclusive  right to manufacture, advertise, promote, market, sell and
distribute  Smart  Stacks  worldwide through all means.  In consideration of the
grants  received,  RJML  shall  pay a royalty at a rate between 2.0% and 5.0% of
RJML's  net  sales  depending  on various scenarios as defined in the agreement.
The  initial  term  of  the  agreement is five years starting May 18, 1998.  The
agreement  automatically  and  continually renews for successive additional five
year  terms  unless  RJML  is  in material default and is notified in writing at
least  thirty  days  prior to the end of the then current term that the inventor
intends  to  terminate  the  agreement.

On  July  1,  1998,  RJML entered into a production agreement with The Broadcast
Arts  Group,  Inc.  (BAG) for the creation of infomercials of Smart Stack.  RJML
pays  all  necessary  expenses  for  the  creation of the infomercials and after
completion,  will  retain  all rights, title and interest arising under the U.S.
Copyright  Act,  the U.S. Trademark Act and all other applicable laws, rules and
regulations in and to the entire editorial, visual, audio and graphic content of
the infomercials. In consideration of services rendered by BAG, RJML shall pay a
royalty at a rate between 2.0% and 2.5% of RJML's adjusted gross sales depending
on  various  scenarios  as  defined  in  the  agreement.  This  agreement has an
indefinite  term,  however, it may be terminated upon thirty days written notice
under  certain  conditions  as  defined  in  the  agreement.


                                      -12-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

On  August  17,  1999,  WSL entered into a production agreement with BAG for the
creation of infomercials of Derma Wand.  WSL pays all necessary expenses for the
creation of the infomercials and after completion, will retain all rights, title
and  interest  arising  under the U.S. Copyright Act, the U.S. Trademark Act and
all other applicable laws, rules and regulations in and to the entire editorial,
visual,  audio  and  graphic  content  of the infomercials.  In consideration of
services  rendered  by  BAG,  WSL  shall pay a royalty at a rate of: (i) 2.0% of
WSL's  adjusted  gross  revenue made in the United States to consumers in direct
response  to  airings  of  the infomercial, (ii) $1.00 for each unit sold in the
United  States  to  consumers  via  all other means, (iii) 5.0% of the wholesale
selling  price  to  televised  home  shopping  retailers as to which BAG renders
coordination  services,  (iv)  2.0%  of the wholesale selling price to televised
home  shopping  retailers as to which BAG does not render coordination services,
and (v) $.75 for each unit sold outside of the United States.   The initial term
of  this  agreement  is  until August 31, 2002.  Upon expiration, this agreement
automatically  and continually renews for successive additional three year terms
unless  either  party  is  in  material  breach  or the other party notifies the
breaching  party  in  writing  at least thirty days prior to the end of the then
current  term.

On  October  15,  1999,  WSL  entered  into  an  endorsement  agreement  with an
individual for her appearance in a Derma Wand infomercial.  Under the agreement,
WSL  paid  a fixed amount for the individual's appearance in the infomercial and
an  airing fee of $6,500 for each calendar quarter during which WSL continues to
air  said infomercial.  On July 11, 2001, the agreement was amended to include a
royalty  payment  of  $.50  for  each  unit sold internationally, with a maximum
royalty  payment  of  $6,500  for  any  one  calendar  quarter.  Further, if the
infomercial  is aired in the United States, then the airing fee will revert back
to  a  flat  $6,500  per calendar quarter.  The initial term of the agreement is
five  years  starting  October  15,  1999.  The  agreement  automatically  and
continually  renews  for successive additional five year terms unless RJML is in
material  default  and  is notified in writing at least thirty days prior to the
end  of  the  then  current  term  that  the individual intends to terminate the
agreement.

The  Company assumed any and all responsibilities associated with the agreements
noted above on April 1, 2000, pursuant to the license and reconveyance agreement
disclosed  in  Note  4.

Other  products
---------------

On  April  10,  2002,  the Company entered into a production agreement with BAG.
Pursuant  to  the  agreement,  BAG  shall  produce  a direct response television
commercial  in  120-second and 60-second versions for the purpose of advertising
and  marketing  a  product  known  (or  to  be  known)  as  Nail Jazz.  The base
production  budget  for  the commercials shall be $23,950.  In consideration for
the  services  received,  the Company shall pay a royalty at a rate ranging from
1.0%  to  1.5%,  depending  on various scenarios, of adjusted gross revenue.  In
addition,  the  Company  shall pay royalty of $.15 per kit and $.015 per kit for
international  television kits sold and international single color cylinder kits
sold,  respectively.  This  agreement  shall  remain  in effect unless and until
terminated by either parties in accordance with the provisions of the agreement.

On  April  16, 2002, the Company entered into an exclusive license and marketing
agreement with Select Home Products (SHP).   SHP has granted the exclusive right
to  market  a  pen-style nail decorating device in the United States of America.
In  consideration for the right received, the Company shall pay SHP a royalty of
$.50  on  a  fully  packed kit of ten units of single color of the device or the
pro-rata equivalent, being a royalty of $.05 per individual unit of color of the
device.  The  initial  term  of  the  agreement is five years starting April 16,
2002.  The  agreement  automatically  and  continually  renews  for  successive
additional  five  year terms unless the Company is in default.  In addition, the
Company  has committed to purchase from SHP $100,000 worth of the device by July
31,  2002.  The  Company  has committed to purchase on an annual basis beginning
July 31, 2002, for five consecutive years, the following amounts of single units
of  color  of  the  device:


                                      -13-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other  products  (continued)
----------------------------

Year one                  750,000 units
Year two                2,000,000 units
Year three              2,400,000 units
Year four               2,880,000 units
Year five               3,456,000 units

On  June  6,  2002,  the Company entered into an exclusive license and marketing
agreement  with  Land Surfer Scooter Company Ltd. (LSSC).  LSSC has been granted
by  way of a valid agreement by the manufacturer the exclusive right to market a
fold-up  rocker-powered  scooter.  LSSC agrees to allow the Company to order the
scooters  directly  from the manufacturer and the Company agrees to provide LSSC
all  copies of such orders.  In consideration of the grant received, the Company
shall  pay  LSSC  a  royalty at a rate ranging from $1.00 to $2.00 per unit sold
depending on various scenarios.  The initial term of the agreement is five years
starting  June  6, 2002.  The agreement automatically and continually renews for
successive  additional  five  years  unless  the  Company  is  in  default.

On June 6, 2002, the Company entered into a sales representative agreements with
six  unrelated entities.  Pursuant to the agreements, these entities shall serve
as  the  exclusive  independent  sales  representatives  for the sale of various
products within a specified territory.  In consideration for the services given,
the  Company  shall pay a commission at a rate ranging from 3% to 20% of the net
sales  price.  The  initial  term  of the agreements range from one to two years
starting June 6, 2002.  The agreements shall automatically and continually renew
for successive additional one to two year terms unless either party notifies the
other,  at  least  thirty  days  before  the  end of the then current agreement.

Other  matters
--------------

On  January  5,  2001,  WSL  entered into a marketing and royalty agreement with
Omega  5.  WSL  shall  have worldwide nonexclusive rights to manufacture, market
and  distribute  Derma  Wand.  In consideration of these rights, WSL shall pay a
royalty  at  a  rate  between  $2.50  and $5.00 for each unit sold of Derma Wand
depending  on  various  scenarios as defined in the agreement.  The agreement is
silent  as  to  its  duration.

On August 10, 2001, the Company entered into an agreement with Tel America Media
Incorporated  (TAM),  granting  TAM  the right to exclusively sell Better Blocks
products  by  way  of  direct response television advertising using infomercials
owned  by the Company for the period of September 30, 2001 to December 29, 2001.
Under  the  agreement,  the  Company  will earn a royalty of $1.50 for each 1000
piece  of  Better  Blocks  Kits  sold.

On  August  13,  2001,  the  Company  entered into an agreement with Dimensional
Marketing Concepts, Inc. (DMC), granting DMC to act as the exclusive independent
sales  representative  to  manage  the  promotion, marketing and sale of certain
products,  as  defined  in  the  agreement, into retail channels of trade in the
United States and Puerto Rico.  The chief executive officer and president of DMC
serve  as  directors  of the Company.  Under the agreement, the Company will pay
DMC a commission at the rate of 15% of net sales for products sold as defined in
the  agreement.  The  initial  term  of  the  agreement is for a period starting
August  13,  2001 and ending December 31, 2002.  The agreement automatically and
continually renews for additional and successive 36 month periods, unless either
party  notifies  the  other, at least 30 days before the end of the then current
renewal  term,  of  its  intent  to  terminate  the  agreement.


                                      -14-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other  matters  (continued)
---------------------------

For  the  period  from  April 1, 2000 through June 30, 2002, the Company did not
maintain  product  liability  insurance  for  all  products  sold.  For  certain
products, the Company is listed as an additional insured party under the product
manufacturers'  insurance  policy.  At  present,  management is not aware of any
claims  against  the  Company  for  any  products  sold.

The  Company  had  a  month  to  month  oral lease for its executive offices for
approximately  $400  per month.  In addition, the Company rented a portion of an
office  under  a month to month oral lease for certain administrative duties for
approximately  $145  per month.  These leases were terminated on April 30, 2002.

As  of  May  1,  2002, the Company entered into an operating lease agreement for
office  facilities  from  an unrelated party for approximately $3,000 per month.
The  lease  is  scheduled to expire on April 30, 2003. The future minimum rental
commitment  is  as  follows:

Year Ending December 31            Amount
-----------------------          ---------
        2002                     $  18,000
        2003                         9,000
                                 ---------
                                 $  27,000
                                 =========

On  June  10,  2002,  the  Company  entered  into  a  consulting  agreement with
Euromerica  Capital  Group,  Inc.  (Euromerica).  Euromerica  shall  act  as  a
consultant  to assist the Company in facilitating a listing of its shares on the
Frankfurt  Stock  Exchange.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted  to  $260,830  and  $377,362 as of June 30, 2002 and December 31, 2001,
respectively.  Interest  rates charged during these periods ranged from 5.75% to
15.5%.  Interest  incurred  amounted  to $8,740 and $20,010 for the three months
ended  June  30,  2002  and  2001, respectively, and $20,188 and $30,935 for six
months  ended  June  30,  2002  and  2001,  respectively.

The  Company has a note payable to a shareholder in the amount of $590,723.  The
note  is unsecured and bears interest at an annual rate of prime rate plus 1.0%.
The  prime  rate  was  4.75%  and  5.00% as June 30, 2002 and December 31, 2001,
respectively.  Interest  is  compounded  monthly, principal and interest are due
November  1, 2004. Total principal and accrued interest amounted to $708,960 and
$688,772  as  of  June  30,  2002  and  December  31,  2001,  respectively.

The Company has made sales to an entity controlled by a director and shareholder
of  the  Company.  Sales  to  this  entity amounted to approximately $24,000 and
$10,000  for  the  three  months ended June 30, 2002 and 2001, respectively, and
$54,000  and  $53,000  for  the  six  months  ended  June  30,  2002  and  2001,
respectively.

The  Company  has  made  purchases  from  an  entity  with a common director and
shareholder.  Purchases  from  this entity amounted to approximately $23,000 and
$181,000  for  the  three months ended June 30, 2002 and 2001, respectively, and
$56,000  and  $281,000  for  the  six  months  ended  June  30,  2002  and 2001,
respectively.


                                      -15-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 8 - CAPITAL STOCK

As  of  December 31, 2000, the authorized capital stock of the Company consisted
of 10,000,000 shares of common stock, $.001 par value.  As of December 31, 2000,
the  Company  had  10,249,500  shares  of  common  stock issued and outstanding,
249,500  shares  in excess of the number authorized as of that date.  On January
22, 2001, the Company's Board of Directors recommended a resolution to amend and
restate  the  Company's  Articles  of  Incorporation.  The  amended and restated
Articles, among other things, increased the authorized shares of common stock to
100,000,000  and  established  20,000,000 shares of preferred stock having a par
value  of  $.001  per  share.  This  resolution  was  approved by the consent of
shareholders  on  February 26, 2001 and filed with the Nevada Secretary of State
on  March  6,  2001.

NOTE 9 - CAPITAL TRANSACTIONS

The  Company  issued  8,000,000 shares of its common stock in the acquisition of
WSL  and  RJML  on  April 1, 2000.  Since the acquisition has been treated as an
acquisition  of  ICT  by WSL and RJML and as a recapitalization of WSL and RJML,
the 8,000,000 shares have been shown as outstanding as of the beginning of 2000.
The  2,100,000  shares  previously  outstanding  for  ICT  have been shown as an
issuance  for  the  net  assets  of  ICT.

Between  the  periods June 1, 2000 to October 15, 2000, the Company engaged in a
private  placement  offering  of  its  common  stock.  On  the completion of the
offering,  the  Company  accepted subscriptions for a total of 149,500 shares of
common  stock  for  a  total  of  $299,000  or  $2.00  per  share.

Between  the  periods  February  12,  2002  to June 21, 2002, the Company issued
234,688  shares  of  its  common  stock  at  $1.50  per  share  for  $352,041.

NOTE 10 - BASIC AND FULLY DILUTED LOSS PER SHARE

Statement  of  Financial  Accounting Standards No. 128 (SFAS 128), "Earnings Per
Share"  requires  presentation of basic earnings per share and dilutive earnings
per  share.

The  computation  of  basic  earnings per share is computed by dividing earnings
available  to  common shareholders by the weighted average number of outstanding
common shares during the period.  Diluted earnings per share gives the effect to
all  dilutive  potential  common  shares  outstanding  during  the  period.  The
computation  of  diluted earnings per share does not assume conversion, exercise
or  contingent exercise of securities that would have an anti-dilutive effect on
losses.  The  computations  for  basic and fully diluted income (loss) per share
are  as  follows:

<TABLE>
<CAPTION>
For the three months ended June 30, 2002:
-----------------------------------------          Income             Shares           Per-share
                                                 (Numerator)        (Denominator)        Amount
                                            ----------------------  -------------  -------------------
<S>                                         <C>                     <C>            <C>
Basic and fully diluted loss per share
--------------------------------------

Income available to common shareholders     $              55,293      10,378,511  $             0.01
                                            ======================  =============  ===================

For the three months ended June 30, 2001:
-----------------------------------------             Loss              Shares          Per-share
                                                  (Numerator)       (Denominator)         Amount
                                            ----------------------  -------------  -------------------
Basic and fully diluted loss per share
--------------------------------------

Loss available to common shareholders                     (54,322)     10,249,500   $           (0.01)
                                            ======================  =============  ===================
</TABLE>


                                      -16-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 10 - BASIC AND FULLY DILUTED LOSS PER SHARE (CONTINUED)

<TABLE>
<CAPTION>
For the six months ended June 30, 2002:
----------------------------------------          Loss              Shares           Per-share
                                               (Numerator)       (Denominator)        Amount
                                          ---------------------  -------------  -------------------
<S>                                       <C>                    <C>            <C>
Basic and fully diluted loss per share
--------------------------------------

Loss available to common shareholders                  (16,690)     10,310,116  $           (0.002)
                                          =====================  =============  ===================

For the six months ended June 30, 2001:
----------------------------------------          Loss              Shares            Per-share
                                              (Numerator)        (Denominator)         Amount
                                          ---------------------  -------------  -------------------

Basic and fully diluted loss per share
--------------------------------------

Loss available to common shareholders     $           (186,384)     10,249,500  $            (0.02)
                                          =====================  =============  ===================
</TABLE>

NOTE 11 - STOCK OPTION PLAN

The Company adopted a stock option plan.  The purpose of this Plan is to provide
additional  incentives  to key employees, officers, directors and consultants of
the  Company  and  its subsidiaries in order to help attract and retain the best
available  personnel for positions of responsibility and otherwise promoting the
success  of  the  business  activities. It is intended that options issued under
this  Plan  constitute  nonqualified  stock  options.

The  Company applies Accounting Principles Board ("APB") Opinion 25, "Accounting
for  Stock  Issued  to Employees," and related Interpretations in accounting for
all  stock  option plans.  Under APB Opinion 25, compensation cost is recognized
for  stock  options  granted to employees when the option price is less than the
market  price  of the underlying common stock on the date of grant.  The Company
applies  FASB Statement 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123")  for  stock  options granted to consultants, which requires the Company to
use  the  fair  value method to determine the costs of the options.  The Company
has  not  issued  any  options  to  consultants  as  of  June  30,  2002

On  September 28, 2001, the Company granted stock options to employees under the
Company's  2001  Stock  Option  Plan.  The  stock  options  granted  amounted to
1,475,000  shares  of  the  Company's  common  stock.  The option exercise price
stated for 1,195,000 of the option shares is $2.00 and for 280,000 of the option
shares  is  $.50  with an exercise option term ranging from 5 to 10 years. These
options will vest 10% every six months beginning June 30, 2002.  The Company has
estimated  the  fair  value  of  its  stock  at $1.50 per share.  This value was
determined based on the price of common stock in the Company's initial offering.
Utilizing the stock options granted with an exercise price of $.50 and $2.00 per
share  resulted  in  an  initial  unearned  compensation  of $280,000, which was
recorded  to  stockholders'  equity.  The  unearned  compensation  is charged to
expense  over  the  periods  that  services  are  rendered by the option holders
beginning  June  30,  2002,  as  the  options  vest.


                                      -17-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE  11  -  STOCK  OPTION  PLAN  (CONTINUED)

SFAS  No. 123 requires the Company to provide proforma information regarding net
income and net income per share as if compensation costs for the Company's stock
option  plans  and  other  stock  awards  to  employees,  had been determined in
accordance  with  the  fair  value based method prescribed in SFAS No. 123.  The
Company  estimates the fair value of each stock award at the grant date by using
the  Black-Scholes  option  pricing  model  with  the following weighted average
assumptions  used  for  grants, respectively; dividend yield of zero percent for
all  years;  expected volatility of 50.0%; risk-free interest rates of 5.88% and
expected  lives  of 5 years.  The amount of unearned compensation under SFAS No.
123  would  have  been  $1,458,000  at date of grant.  For purposes of pro forma
disclosure,  the  estimated  fair values of the options are amortized to expense
over  the  option's  vesting  periods.  Had  compensation cost for the Company's
stock  options  plan  been  determined  in  accordance  with  SFAS  No. 123, the
Company's  net  income  (loss)  and net income (loss) per share would have been:

<TABLE>
<CAPTION>
                         For the six     For the three
                        months ended     months ended
                        June 30, 2002    June 30, 2002
                       ---------------  ---------------
<S>                    <C>              <C>
Net income (loss):
  As reported          $      (16,690)  $       55,293
  Pro forma            $     (134,490)  $      (62,507)
Diluted income (loss)
  per share:
    As reported        $       (0.002)  $         0.01
    Pro forma          $        (0.01)  $        (0.01)
</TABLE>

NOTE 12 - INCOME TAXES

The Company did not provide any current or deferred US federal, state or foreign
tax  provision  or  benefit  for  any  of  the  periods presented because it has
experienced  operating  losses since inception.  The Company has provided a full
valuation  allowance  on  the  net  deferred  tax  asset  because of uncertainty
regarding  its  realizability.  This  asset  primarily consists of net operating
losses  and  amortization.

The  Company  had  net operating losses of approximately $946,000 relat0ed to US
federal,  foreign and state jurisdictions through June 30, 2002.  Utilization of
net  operating  losses, which begin to expire at various times starting in 2021,
may  be  subject  to  certain  limitations.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts  used  for  income  tax  purposes.


                                      -18-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


Significant components of the Company's deferred tax assets are approximately as
follows:

<TABLE>
<CAPTION>
                                June 30, 2002         December 31, 2001
                             --------------------  ------------------------
<S>                          <C>                   <C>
Net operating loss           $           194,000   $               183,000
Basis of investments                   2,430,000                 2,431,000
Basis of intangibles                     428,000                   428,000
Accumulated amortization                 (65,000)                  (51,000)
State taxes                             (121,000)                 (121,000)
                             --------------------  ------------------------
  Total deferred tax assets            2,866,000                 2,870,000
Valuation allowance                   (2,866,000)               (2,870,000)
                             --------------------  ------------------------
  Net deferred tax assets    $                 -                         -
                             ====================  ========================
</TABLE>

NOTE 13 - SEGMENT REPORTING

The  Company  operates  in one industry segment and is engaged in the selling of
various  consumer products primarily through direct marketing infomercials.  The
Company  evaluates performance and allocates resources based on several factors,
of  which the primary financial measure is operating income (loss) by geographic
area.  Operating  expenses  are  primarily  prorated  based  on the relationship
between  domestic  and  international  sales.

Information  with respect to the Company's operating income (loss) by geographic
area  is  as  follows:

<TABLE>
<CAPTION>
                            For the three months ended June 30, 2002:       For the three months ended June 30, 2001:
                          ---------------------------------------------  -------------------------------------------------
                            Domestic     International       Totals         Domestic       International       Totals
                          -------------  --------------  --------------  ---------------  ---------------  ---------------
<S>                       <C>            <C>             <C>             <C>              <C>              <C>
Net sales                 $          -   $      739,150  $      739,150  $        3,325   $      400,435   $      403,760
Cost of sales                        -          315,417         315,417               1          342,730          342,731
                          -------------  --------------  --------------  ---------------  ---------------  ---------------
Gross profit                         -          423,733         423,733           3,324           57,705           61,029
                          -------------  --------------  --------------  ---------------  ---------------  ---------------

Operating expenses:
  Depreciation                       -              930             930               8              865              873
  Research and
    development                      -           30,427          30,427              18            2,528            2,546
  Acquisition costs                  -                -               -             216           29,792           30,008
  General and
    administrative                   -          197,545         197,545             421           29,135           29,556
  Selling and
    marketing                        -           27,022          27,022             278           32,243           32,521
  Royalties                          -           78,493          78,493              58            7,903            7,961
  Rent                          17,866                -          17,866           3,023                -            3,023
                          -------------  --------------  --------------  ---------------  ---------------  ---------------
Total operating expense         17,866          334,417         352,283           4,022          102,466          106,488
                          -------------  --------------  --------------  ---------------  ---------------  ---------------

Operating income (loss)   $    (17,866)  $       89,316  $       71,450  $         (698)  $      (44,761)  $      (45,459)
                          =============  ==============  ==============  ===============  ===============  ===============
</TABLE>


                                      -19-
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        (See Accountants' Review Report)
                        --------------------------------


NOTE 13 - SEGMENT REPORTING (CONTINUED)

<TABLE>
<CAPTION>
                            For the six months ended June 30, 2002 :        For the six months ended June 30, 2001:
                          ---------------------------------------------  ----------------------------------------------
                            Domestic     International       Totals         Domestic      International      Totals
                          -------------  --------------  --------------  --------------  ---------------  -------------
<S>                       <C>            <C>             <C>             <C>             <C>              <C>
Net sales                 $          -   $    1,107,220  $    1,107,220  $       4,507   $      621,412   $    625,919
Cost of sales                        -          511,890         511,890          1,000          529,486        530,486
                          -------------  --------------  --------------  --------------  ---------------  -------------
Gross profit                         -          595,330         595,330          3,507           91,926         95,433
                          -------------  --------------  --------------  --------------  ---------------  -------------

Operating expenses:
  Depreciation                       -            1,831           1,831             12            1,650          1,662
  Research and
    development                      -           36,662          36,662             18            2,528          2,546
  Acquisition costs                  -                -               -            216           29,792         30,008
  General and
    administrative                   -          351,552         351,552          1,015          139,959        140,974
  Selling and
    marketing                        -           49,507          49,507            405           55,904         56,309
  Royalties                          -          114,087         114,087             64            8,876          8,940
  Rent                          20,683                -          20,683          5,369                -          5,369
                          -------------  --------------  --------------  --------------  ---------------  -------------
Total operating expense         20,683          553,639         574,322          7,099          238,709        245,808
                          -------------  --------------  --------------  --------------  ---------------  -------------

Operating income (loss)   $    (20,683)  $       41,691  $       21,008  $      (3,592)  $     (146,783)  $   (150,375)
                          =============  ==============  ==============  ==============  ===============  =============
</TABLE>


                                      -20-
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

Except  for  the  historical information presented in this document, the matters
discussed  in this Form 10-QSB, and specifically in "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations,"  or otherwise
incorporated  by  reference  into  this  document  contain  "forward  looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act  of 1995).  These statements can be identified by the use of forward-looking
terminology  such  as "believes," "expects," "may," "will," "intends," "should,"
or  "anticipates"  or  the  negative  thereof  or  other  variations  thereon or
comparable  terminology,  or  by  discussions of strategy that involve risks and
uncertainties.  The  safe  harbor  provisions  of  Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by the Company.  You should
not  place  undue  reliance  on  forward-looking  statements.  Forward-looking
statements  involve risks and uncertainties.  The actual results that we achieve
may  differ materially from any forward-looking statements due to such risks and
uncertainties.  These  forward-looking  statements  are  based  on  current
expectations,  and  we assume no obligation to update this information.  Readers
are urged to carefully review and consider the various disclosures made by us in
this  report  on  Form 10-QSB and in our other reports filed with the Securities
and  Exchange  Commission that attempt to advise interested parties of the risks
and  factors  that  may  affect  our  business.

The  following discussion and analysis of our financial condition and results of
operations  should  be  read  in  conjunction  with the Financial Statements and
accompanying  notes  and  the other financial information appearing elsewhere in
this  report.

OVERVIEW

International  Commercial  Television  Inc.  was  incorporated  as  Moran  Dome
Exploration,  Inc. on June 25, 1998.  We had limited operations and assets until
April  2000,  when  we  entered  into  and  closed  a  Share and Option Purchase
Agreement  with  Kelvin  Claney,  Robin Jan Claney and William Ainslie Reece, in
their  capacity  as  trustees  of  The  Better Blocks Trust.  When the share and
option  purchase  agreement  with  The  Better Blocks Trust closed, we began our
operations  as an infomercial company selling products directly to consumers via
long-form  and  short-form  infomercials, both domestically and internationally.
We market products that we own or have the exclusive license to market (which we
refer  to  as  "our  products"  or  "our  own products"), and we also act as the
international  marketing  distributor for products owned by third parties (which
we  refer  to  as  "third-party  products").  As  the  international  marketing
distributor  for  the  third-party  products,  we  take  previously  existing
infomercials  for  third-party  products,  locate  international  infomercial
operators  to  sell  the  products  featured in the infomercials, and we receive
either  a  royalty  or  the  difference  between  the price at which we sell the
product  to  the  international  infomercial  operator and the price at which we
acquire  the  product.

Although  we  currently  sell  products  through  infomercials,  the goal of our
business  plan  is  to  use the brand awareness we create in our infomercials so
that  we  can sell the products featured in our infomercials, along with related
families  of  products, under distinct brand names in traditional retail stores.
Our  goal  is  to have these families of products sold in the traditional retail
environment in shelf-space dedicated to the product category.  We are developing
the  infrastructure  to create these brands of products so that we can implement
our  business  plan.

Fluctuations  in our revenue are driven by changes in our product mix.  Revenues
may  vary  substantially from period to period depending on our product line-up.
A  product  that  generates  revenue in one quarter may not necessarily generate
revenues  in  each  quarter of a fiscal year for a variety of reasons, including
seasonal  factors,  the  product's stage in its life-cycle, the public's general
acceptance  of  the  infomercial  and other outside factors, such as the general
state  of  the  economy.

Just  as  fluctuations in our revenues are driven by changes in our product mix,
our  gross  margins  from period to period depend on our product mix.  Our gross
margins  vary according to whether the products we are selling are primarily our
own  products or third-party products.  As a general rule, the gross margins for
our  own  products are considerably higher based on proportionately smaller cost
of  sales.  For  third-party  products, our general experience is that our gross
margins are lower, because we record as cost of sales the proportionately higher
cost  of  acquiring  the  product  from  the manufacturer.  Within each category
(i.e.,  our  own products versus third-party products), gross margins still tend
to  vary  based  on  factors  such  as  market  price  sensitivity  and  cost of
production.


                                      -21-
<PAGE>
Many  of  our  expenses for our own products are incurred up-front.  Some of our
up-front  expenditures  include  infomercial  production  costs and purchases of
media  time.  If  our  infomercials  are successful, these up-front expenditures
produce revenue on the back-end, as consumers purchase the products aired on the
infomercials.  We  do  not incur infomercial production costs and media time for
our  third-party  products,  because  we  merely  act  as  the  distributor  for
pre-produced  infomercials.  It  is  the  responsibility  of  the  international
infomercial  operators  to  whom  we  sell  the third-party products to take the
pre-produced  infomercial,  adapt it to their local standards, and pay for media
time.

RESULTS  OF  OPERATIONS

Comparison  of  Quarterly  Results

The  following  discussion  compares  our  results of operations for the quarter
ended  June  30,  2002,  with  the  quarter  ended  June  30,  2001.

     Revenues

Our  revenues increased to approximately $739,000 for the quarter ended June 30,
2002,  from  approximately  $404,000 for the quarter ended June 30, 2001.  Since
the  beginning of 2001, we have focused on the international market, with almost
100% of our revenue coming from international sales.  The products that provided
most  of  our revenue in the quarter ended June 30, 2002, were our product Derma
Wand,  and  Pack Max, Aussie Nads and Cybersonic.  During the quarter ended June
30,  2002,  our product Derma Wand generated approximately $440,000 in sales, or
roughly  60%  of our total sales for the quarter.  During the quarter ended June
30,  2001,  our own products provided approximately $99,000 in sales, or roughly
25%  of our total sales for the quarter.  The products that provided most of our
revenue  in the quarter ended June 30, 2001, were Cybersonic, Fight the Fat, and
our  products  Smart  Stacks  and  Derma  Wand.

Our  focus on international sales since 2001 represented a shift from a focus on
domestic  sales  in  2000.  We ceased selling Derma Wand in the United States in
2001,  because we believed the FDA may classify it as a medical device for which
pre-market  approval  is  necessary.  We  are in the process of submitting Derma
Wand  to the FDA's 510(k) approval process.  We hope to have the 510(k) approval
during  2002  and  to  resume  marketing Derma Wand in the United States at that
time.

We  plan  to roll out several new infomercials in the next two quarters of 2002,
two  of  which  have  recently  been  completed:  Nail  DazzleTM,  a  fingernail
decoration  system;  and sprintRTM, a street scooter with a skateboard-type base
and a pump-action mechanical propulsion system powered by the rider.  We believe
these  products will achieve market acceptance and result in increased revenues.

We  have  test  aired  the  short-form  sprintR  infomercial in the Scandinavian
countries  and  the initial results have proved successful.  We will continue to
run the sprintR infomercial in Norway, Finland and Sweden until such time as its
return on purchases of media time and other costs falls below acceptable levels.
We  plan  to  conduct further testing in Germany and the United Kingdom shortly.

We  have  completed  the  short-form  Nail  Dazzle infomercial and are currently
testing  it  in  selected US television markets.  Preliminary results from these
tests  are  encouraging.

     Gross  Margin

Gross margin percentage increased to approximately 57% in the quarter ended June
30,  2002,  from  approximately  15%  in  the  quarter ended June 30, 2001.  The
increase  in  gross  margin  percentage  was  primarily  due to the fact that we
received  more  of  our  total revenues in the quarter ended June 30, 2002, from
sales of our own product Derma Wand, whereas in the quarter ended June 30, 2001,
we  received more revenue from sales of third-party products like Cybersonic and
Fight the Fat, where we generally have a higher cost of sales than we do for our
own  products.  In the quarter ended June 30, 2002, we received gross profits of
approximately  $296,000  for  our  product Derma Wand, $26,000 for Pack Max, and
royalties  of  approximately $71,000 and $26,000 for Aussie Nads and Cybersonic,


                                      -22-
<PAGE>
respectively,  whereas  in  the  quarter  ended June 30, 2001, we received gross
profits  of  approximately $19,000 for each of our products Derma Wand and Smart
Stacks,  and  $13,000  for  Cybersonic.

     Operating  Expenses

Total  operating  expenses  increased  to  approximately $352,000 in the quarter
ended  June  30, 2002, from approximately $106,000 in the quarter ended June 30,
2001.  Our  general  and  administrative  expenses  increased  to  approximately
$198,000  in  the quarter ended June 30, 2002, from approximately $30,000 in the
quarter ended June 30, 2001, due principally to the increase in costs associated
with  being  a  public  company  and  conducting a public offering of our common
stock.  General  and  administrative  expenses  consist  of  professional  fees,
expenses  to  execute  our  business  plan,  and expenses incurred in day-to-day
operations.  Our  royalty  expenses  increased  to  approximately $78,000 in the
quarter ended June 30, 2002, from approximately $8,000 in the quarter ended June
30,  2001,  due  primarily  to  increased sales of Derma Wand.  Our research and
development  expenses  increased  to  approximately $30,000 in the quarter ended
June 30, 2002, from approximately $3,000 in the quarter ended June 30, 2001, due
primarily  to  increased  activity  in  identifying  new  products.

Although  our  public  offering of common stock during the first two quarters of
2002  raised  only  approximately  $352,000  (approximately  16%  of  the shares
registered for sale), we expect our expenses in 2002 to increase materially over
those  for  2001  and 2000.  Our production costs, sales and marketing expenses,
research  and  development expenses and general and administrative expenses will
continue to increase as we implement our business plan and as we produce and air
new  infomercials.  We expect the increase in these up-front expenses ultimately
to  generate  increased  revenues.

     Net  Income

We achieved profitability on a quarterly basis for the first time in the quarter
ended  June 30, 2002.  We had net income of approximately $55,000 in the quarter
ended  June  30,  2002,  compared  to a net loss of approximately $54,000 in the
quarter  ended  June  30, 2001.  The nearly seven-fold improvement in the dollar
amount  of  our gross profit was offset somewhat by operating expenses that more
than  tripled.  We  believe  the  main factor affecting our future profitability
will  be  our  ability  to  maintain  improvements in our revenues and our gross
margin.  We  have  encountered difficulty financing production orders to keep up
with  the  demand  for  some  of  our  products  because our offering was not as
successful as we had hoped.  We are using some of the offering proceeds and cash
from  operations  to  finance production orders.  Although we believe the demand
for  these products will hold, we could suffer losses if demand slackens once we
have  financed  production  orders  to  satisfy  perceived  demand.  We are also
allocating  scarce financial resources to prepare two long-form infomercials and
to  purchase media time for product launches.  Market acceptance of the products
we  launch  will  also be a determining factor as to whether we will continue to
operate  at  a  profit.  We have had only this one quarter of profitability, and
all  of  our  prior  quarters  have resulted in losses.  Although we believe the
products  we  launch  will  succeed in the marketplace and produce good margins,
there  can  be  no  guarantee that they will, or that we will remain profitable.

Year-to-Date  Results

The  following  discussion compares our results of operations for the six months
ended  June  30,  2002,  with  the  six  months  ended  June  30,  2001.

     Revenues

Our  revenues  increased  to approximately $1.1 million for the six months ended
June  30,  2002,  from  approximately $626,000 for the six months ended June 30,
2001.  The  products  that  provided most of our revenue in the six months ended
June  30, 2002, were our product Derma Wand, and Pack Max, Cybersonic and Aussie
Nads.  During  the  six  months  ended  June  30,  2002,  our product Derma Wand
generated approximately $645,000 in sales, or roughly 58% of our total sales for
the  period.  During  the  six  months  ended  June  30,  2001, our own products
provided  approximately $166,000 in sales, or roughly 27% of our total sales for
the  period.  The  products  that provided most of our revenue in the six months
ended  June  30,  2001,  were Cybersonic, our product Smart Stacks and Fight the
Fat.


                                      -23-
<PAGE>
     Gross  Margin

Gross  margin  percentage increased to approximately 54% in the six months ended
June  30,  2002,  from  approximately 15% in the six months ended June 30, 2001.
The  increase  in  gross margin percentage was primarily due to the fact that we
received  more of our total revenues in the six months ended June 30, 2002, from
sales  of our product Derma Wand, whereas in the six months ended June 30, 2001,
we  received the majority of our revenue from sales of third-party products like
Cybersonic  and  Fight  the  Fat, where we generally have a higher cost of sales
than  we  do  for  our  own products.  In the six months ended June 30, 2002, we
received  gross  profits  of  approximately $443,000 for our product Derma Wand,
$26,000  for  Pack  Max,  and royalties of approximately $74,000 and $52,000 for
Aussie  Nads  and Cybersonic, respectively, whereas in the six months ended June
30,  2001,  we  received  gross profits of approximately $34,000 for our product
Smart  Stacks,  $25,000  for our product Derma Wand, and $21,000 for Cybersonic.

     Operating  Expenses

Total  operating  expenses increased to approximately $574,000 in the six months
ended  June  30,  2002, from approximately $246,000 in the six months ended June
30,  2001.  Our  general  and administrative expenses increased to approximately
$352,000  in  the six months ended June 30, 2002, from approximately $141,000 in
the  six  months  ended  June 30, 2001, due principally to the increase in costs
associated  with  being a public company and conducting a public offering of our
common  stock.  Our  royalty expenses increased to approximately $114,000 in the
six  months  ended  June  30,  2002, from approximately $9,000 in the six months
ended  June  30,  2001,  due  primarily  to  increased sales of Derma Wand.  Our
research  and development expenses increased to approximately $37,000 in the six
months  ended  June  30, 2002, from approximately $3,000 in the six months ended
June  30, 2001, due primarily to increased activity in identifying new products.

     Net  Losses

Our net loss decreased to approximately $17,000 in the six months ended June 30,
2002,  from  approximately  $186,000 in the six months ended June 30, 2001.  The
approximately  six-fold improvement in the dollar amount of our gross profit was
offset  somewhat  by operating expenses that more than doubled.  As we discussed
in  the  quarterly  analysis, there can be no guarantee that we will achieve and
maintain  profitability  on  a  year-to-date  basis.

PLAN  OF  OPERATION;  LIQUIDITY  AND  CAPITAL  RESOURCES

Our  cash  position improved to approximately $330,000 at June 30, 2002, from no
cash at December 31, 2001.  Proceeds from our offering of approximately $352,000
plus  cash provided by operating activities of approximately $97,000 were offset
primarily  by  net repayments of shareholder loans of approximately $117,000.  A
portion  of  the cash provided by our operating activities is attributable to an
approximately  $60,000 increase in our accounts payable and accrued liabilities.

We have a note payable to The Better Blocks Trust in the amount of approximately
$591,000,  with  interest,  which  is  due  on November 1, 2004.  The note bears
interest  at  the prime rate plus 1%.  At June 30, 2002, the total principal and
accrued  interest  on the note amounted to approximately $709,000.  In addition,
we  have a net amount due to a shareholder of approximately $261,000 at June 30,
2002,  with interest payable based on the cost of funds to the shareholder.  The
rates  on  these shareholder loans have historically varied from 5.75% to 21.5%.
At  June 30, 2002, the rates payable on these shareholder loans range from 5.75%
to  14.74%.

On  September  28, 2001, we granted 1,475,000 stock options to our directors and
officers,  280,000  with  a  $0.50  exercise  price  and  1,195,000 with a $2.00
exercise price. If the optionees exercise these options over the next five years
as  they  vest,  we  will  receive $2,530,000 in capital. We estimate that these
option  grants  will  result  in  non-cash compensation expense of approximately
$280,000  that  we  will  recognize  over  the  next  five years as services are
rendered  by  the  optionees.  This assumes an estimated fair value of $1.50 per
share, based on our offering price of $1.50 per share. The unearned compensation
will  be  charged  to expense over the periods that services are rendered by the
option holders beginning June 30, 2002, as the options vest. For the quarter and
six  months  ended  June  30,  2002,  our  statements  of  operations  include
amortization  of $28,000 of non-cash compensation expense related to these stock
option  grants.  We  also  estimate  that  we  will disclose in the notes to our
financial  statements pro forma compensation expense of approximately $1,458,000
over  the  next  five  years  in  accordance  with  the  fair value based method


                                      -24-
<PAGE>
prescribed  in SFAS 123. The notes to our financial statements include pro forma
compensation  expense  of  approximately $118,000 for the quarter and six months
ended  June 30, 2002, converting our net income of approximately $55,000 for the
quarter  ended  June  30,  2002  to an approximately $63,000 pro forma loss, and
increasing  our  net loss of approximately $17,000 for the six months ended June
30,  2002 to an approximately $135,000 pro forma loss. Similarly, our income per
share  of  $.01 for the quarter ended June 30, 2002 becomes a pro forma loss per
share of $.01, and our loss per share of $.002 for the six months ended June 30,
2002  increases  to  a  pro  forma  loss  per  share  of  $.01.

We  decided  to  undertake  our  registered  offering  of common stock to obtain
capital  to  enhance  our  ability to produce future infomercials and to buy the
media  time  needed to roll out our product lines.  Our offering did not succeed
at  the  levels  we had hoped for.  Assuming the same levels of success that our
previous infomercials have demonstrated, we believe that we will have sufficient
capital  resources  to continue our business for the foreseeable future.  We are
assessing our financial alternatives at this time, which include slow growth out
of  earnings  or obtaining additional capital to more rapidly bring our products
to  market  and transition them from the infomercial arena to traditional retail
stores.  We  have  not  yet  decided  on  a  course  of  action  because  of the
uncertainty  surrounding  financial  and  general  economic  conditions.  If  we
encounter  unexpected  failure  with  some  of our products, we may need to seek
additional  capital to continue our business.  We have no binding commitments or
arrangements  for  additional  financing,  and  there  is  no assurance that our
management  will  be able to obtain any additional financing on terms acceptable
to  us,  if  at  all.

We  did  not  have  any significant capital expenditures in the six months ended
June  30,  2002, and we do not have any commitments to make capital expenditures
as  of  June  30,  2002.  As  more  fully  disclosed  in Note 6 to our financial
statements,  we  have  committed  to purchase coloring units for our Nail Dazzle
product  over  the  next  five  years.


                                      -25-
<PAGE>
                           PART II - OTHER INFORMATION


ITEM  2. CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

REPORT ON USE OF PROCEEDS FROM REGISTERED OFFERING OF COMMON STOCK

On  February 12, 2002, the Securities and Exchange Commission declared effective
a  registration statement on Form SB-2 (Commission file number 333-70878) for an
offering  of  2,000,000  shares  of  our  common  stock  at $1.50 per share. The
proposed  offering  consisted  of 1,500,000 original issue shares to be sold for
the  benefit  of  the  company  and  500,000  shares  to  be  sold  by  selling
shareholders.  The  first  300,000 shares were to be sold for the benefit of the
company.  The  offering  commenced  on  February  12, 2002, and was scheduled to
terminate April 13, 2002. On April 12, 2002, we suspended our offering and filed
a  post-effective amendment to our registration statement on Form SB-2 to extend
our  offering  for an additional 45 days. The Securities and Exchange Commission
declared  our  post-effective  amendment  effective  on  May  7,  2002,  and  we
re-commenced  our  offering  at  that  time. Our offering terminated on June 21,
2002.  Upon  termination  of  the  offering,  we had sold 234,688 original issue
common shares for the benefit of the company for gross proceeds of approximately
$352,000.

From  the February 12, 2002 effective date of the registration statement through
June  30, 2002, we paid approximately $50,000 of expenses in connection with the
offering,  in  addition  to approximately $125,000 of expenses paid prior to the
effective  date  of  the  registration  statement.  The approximately $50,000 of
expenses  were primarily for legal, accounting, printing and travel expenses; we
paid  no  underwriting  discounts  or  commissions,  finder fees or underwriting
expenses.  The  foregoing  amounts  are  reasonable estimates of the expenses we
incurred.  The  expenses  paid were in the ordinary course to third parties, and
not  directly  or  indirectly  to  directors, officers, 10% beneficial owners or
other  related  parties.  We retained proceeds of approximately $300,000, net of
the  expenses  we  paid  during the effectiveness of our registration statement.
The  approximately  $50,000  of  expenses  are  reflected  in  our  consolidated
statement  of  operations  in  general  and  administrative  expenses.

As  of  June  30,  2002,  we  had used net proceeds of approximately $30,000 for
identifying  new  products  and  producing  infomercials  for those products and
approximately  $27,000  for sales and marketing; the balance of the net proceeds
were  retained  as  cash.  We  were  able to repay shareholder loans out of cash
provided by operations because we used some of the net proceeds we raised in our
offering  for  identifying  new  products, producing informercials and sales and
marketing.  The  shareholder  whose  loans we repaid is an officer, director and
ultimate  beneficial owner of more than 10% of our outstanding common stock.  We
have  not  used  any  net  proceeds  for the construction of plant, building and
facilities;  purchase  and installation of machinery and equipment; purchases of
real  estate;  or  acquisitions  of other businesses.  The foregoing amounts are
reasonable  estimates  of our uses of the net proceeds.  At this time, we do not
believe  our  use  of  proceeds  has changed materially from the use of proceeds
described in our prospectus, and we do not expect a material change from the use
of  proceeds  described  in  our  prospectus.


                                      -26-
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

Exhibit
Number        Description
------        -------------------------------------------------

2.1*          Share and Option Purchase Agreement

4.1*          Specimen Share Certificate

10.1          Exclusive License and Marketing Agreement dated April 16, 2002,
              between Select Home Products and International Commercial
              Television Inc.

10.2          Exclusive  License  and  Marketing  Agreement dated June 3, 2002
              between Land Surfer Scooter Company Ltd and International
              Commercial Television Inc.

10.3          Financial Advisory Agreement dated June 10, 2002 between
              Euromerica Capital Group Inc. and International Commercial
              Television Inc.

*  Incorporated  by  reference  from  Form  SB-2  (No.  333-70878)  filed by the
registrant  with  the  Securities  and  Exchange  Commission on October 3, 2001.

(b)     REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended June 30, 2002.


                                      -27-
<PAGE>
                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  INTERNATIONAL COMMERCIAL TELEVISION INC.


Date:  August 14, 2002            By:  /s/  Kelvin  Claney
                                     -------------------------
                                  Name:  Kelvin  Claney
                                  Title:  Chief Executive Officer


Date:  August 14, 2002            By:  /s/  Keith  Smith
                                     -------------------------
                                  Name:  Keith  Smith
                                  Title:  Chief Financial Officer


                                      -28-
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number        Description
------        -------------------------------------------------

2.1*          Share and Option Purchase Agreement

4.1*          Specimen Share Certificate

10.1          Exclusive License and Marketing Agreement dated April 16, 2002,
              between Select Home Products and International Commercial
              Television Inc.

10.2          Exclusive  License  and  Marketing  Agreement dated June 3, 2002
              between Land Surfer Scooter Company Ltd and International
              Commercial Television Inc.

10.3          Financial Advisory Agreement dated June 10, 2002 between
              Euromerica Capital Group Inc. and International Commercial
              Television Inc.

*  Incorporated  by  reference  from  Form  SB-2  (No.  333-70878)  filed by the
registrant  with  the  Securities  and  Exchange  Commission on October 3, 2001.


<PAGE>