UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549





FORM 10-Q/A


Mark One





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





For the quarterly period ended March 31, 2008








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






299 Madison Avenue N. Suite C


, Bainbridge Island, WA  98110


(Address of principal executive offices)






206-780-8203


(Issuer's telephone number)








Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x   No o





Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x





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 May 10, 2008, the Issuer had 14,274,287 shares of common stock, par value $0.001 per share, issued and outstanding.


Transitional Small Business Disclosure Format (Check one): Yes o   No x












TABLE OF CONTENTS




PART I - FINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTS
1ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
21ITEM 3.
CONTROLS AND PROCEDURES
24PART II - OTHER INFORMATIONITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
25SIGNATURES
26




Table of Contents




PART I - FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTSConsolidated Balance Sheet as of March 31, 2008 (unaudited)
2Consolidated Statements of Operations for the three months ended March 31, 2008 and 2007 (unaudited)
3Consolidated Statements of Deficiency in Assets for the three months ended March 31, 2008 (unaudited)
4Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)
5Notes to the Consolidated Financial Statements (unaudited)
6-20




Page 1
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INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY





CONSOLIDATED BALANCE SHEET


AS OF MARCH 31, 2008


(Unaudited)





March 31,
2008(As restated- Note 9)ASSETSCURRENT ASSETS:Cash

$
2,876,682Accounts receivable, less allowance for returns and bad debts of $153,826


883,038Inventories


676,221Prepaid expenses and deposits


534,666Deferred tax asset, less valuation allowance of $3,230,000


-Total current assets


4,970,607FURNITURE AND EQUIPMENT:Furniture and equipment


154,280Less accumulated depreciation


111,990Furniture and equipment, net


42,290Total assets

$
5,012,897LIABILITIES AND SHAREHOLDERS’ EQUITYCURRENT LIABILITIES:Accounts payable and accrued liabilities

$
1,014,304Accounts payable and accrued liabilities – related parties


58,770Due to related parties


52,715Total current liabilities


1,125,789NOTE PAYABLE TO SHAREHOLDER


590,723COMMITMENTS AND CONTINGENCIES (NOTE 4)SHAREHOLDERS’ EQUITY:Common stock, $0.001 par value, 100,000,000 shares authorized, 14,274,287 issued and outstanding as of  March 31, 2008


4,181Additional paid-in-capital


4,823,073Subscriptions received in advance of share issuance


100,750Accumulated deficit


(1,631,619
)Total shareholders’ equity


3,296,385Total liabilities and shareholders’ equity

$
5,012,897








The accompanying notes are an integral part of these consolidated financial statements.





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INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF INCOME


FOR THE THREE MONTHS ENDED MARCH 31





2008


2007(unaudited)


(unaudited)(As restated –Note 9)NET SALES

$
3,706,530


$
1,683,045COST OF SALES


1,181,531



456,669GROSS PROFIT


2,524,999



1,226,376OPERATING EXPENSES:Depreciation


1,660



1,589General and administrative


704,659



166,702Selling and marketing


2,017,437



840,918Rent


9,102



7,879Total operating expenses


2,732,858



1,017,088OPERATING INCOME (LOSS)


(207,859
)


209,288INTEREST INCOME (EXPENSE)


20,732



(2,299
)NET INCOME (LOSS)

$
(187,127
)

$
206,989BASIC NET  INCOME (LOSS)  PER SHARE

$
(0.01
)

$
0.02DILUTED NET INCOME (LOSS) PER SHARE

$
(0.01
)

$
0.02








The accompanying notes are an integral part of these consolidated financial statements.





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INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY





Common Stock


Additional





Subscriptions$0.001 par value


Paid-In


Accumulate d


Received inShares


Amount


Capital


Deficit


Advance


Totals(As restated – Note 9)





(As restated – Note 9)Balances, January 1, 2007


10,693,188


$
594


$
464,728


$
(942,578
)

$
-


$
(477,256
)Issuance of common stock


3,581,099



3,587



4,687,614



-







4,691,201Subscriptions received in advance of stock issuance


-



-



-



-



100,750



100,750Stock issuance costs


-



-



(329,269
)


-



-



(329,269
)Net loss


-



-



-



(501,914
)






(501,914
)Balances, December 31, 2007


14,274,287



4,181



4,823,073



(1,444,492
)


100,750


$
3,483,512Net  loss


-



-



-



(187,127
)


-



(187,127
)Balances, March 31, 2008


14,274,287


$
4,181


$
4,823,073


$
(1,631,619
)

$
100,750


$
3,296,385








The accompanying notes are an integral part of these consolidated financial statements.





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INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED MARCH 31





2008


2007(unaudited)


(unaudited)(As restated – Note 9)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
(187,127
)

$
206,989Adjustments to reconcile net income to net cash used in operating activities:Depreciation


1,660



1,589Increase in accounts receivable, net


(262,785
)


(391,046
)(Increase) decrease in inventories


(27,935
)


72,235Increase in prepaid expenses and deposits


(286,825
)


(112,461
)Increase (decrease) in accounts payable and accrued liabilities


(110,871
)


29,729Net cash used in  operating activities


(873,883
)


(192,965
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment


(34,111
)


-(34,111
)


-CASH FLOWS FROM FINANCING ACTIVITIES:Advances from related parties


44,605



30,832Payments to related parties


(48,873
)


(134,975
)Subscriptions received in advance


-



413,249Net cash provided by  financing activities


(4,268
)


309,106NET INCREASE (DECREASE) IN CASH


(912,262
)


116,141CASH, beginning of the period


3,788,944



385,474CASH, end of period

$
2,876,682


$
501,615SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest expense paid

$
199


$
2,299Income taxes paid

$
-


$
-








The accompanying notes are an integral part of these consolidated financial statements.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)





Note 1 - Summary of significant accounting policies





Interim reporting





The accompanying unaudited consolidated interim financial statements have been prepared by the Company in accordance with the rules and regulations of Regulation S-B as promulgated by the Securities and Exchange Commission.  In the opinion of management, the accompanying unaudited consolidated interim financial
statements contain all adjustments necessary (consisting of normal recurring accruals) to present fairly the financial information contained therein.  The accompanying unaudited interim consolidated financial statements do not include all disclosures required by generally accepted accounting principles in the United States of America.  The results of operations for the three- month period ended March 31, 2008, may not necessarily be indicative of the results that may be expected for the year
ended December 31, 2008. These financial statements and notes should be read in conjunction with our audited consolidated financial statements and related notes for the year ended December 31, 2007, included in our Annual Report on Form 10-KSB/A.





Organization





International Commercial Television Inc., (the “Company” or “ICTV”) was organized under the laws of the state of Nevada on June 25, 1998.





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. In 2003, the BB Trust agreed to forego all interest owed in connection with this note and the Company and BB Trust have amended the promissory note to reflect this.  The gain of
$148,483 was capitalized to additional paid in capital in connection with the amount of accrued interest forgiven on the 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 ICTV by WSL and RJML and as a recapitalization of WSL and RJML.





Strategic Media Marketing Corp. (“SMM”) was incorporated in the Province of British Columbia on February 11, 2003, and has a December 31 fiscal year-end.





Windowshoppc.com Limited was organized under the laws of New Zealand on June 25, 1999, and has a fiscal year-end of March 31.  During the 1999 fiscal year, at the direction of management, WSL was removed from the New Zealand Registrar of Companies.  All assets and commitments of WSL have been transferred or assigned
directly to ICTV.





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.  During the  1999 fiscal year, at the direction of management, RJML was removed from the New Zealand Registrar of Companies.  All assets and commitments of RJML have been transferred
or assigned directly to ICTV.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)





Note 1 - Summary of significant accounting policies (continued)





Nature of operations





The Company sells various consumer products.  The products are primarily marketed and sold throughout the United States and internationally via infomercials.  Although the companies are incorporated in Nevada and British Columbia, operations are currently run from Washington State and British Columbia.





These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Up until December 31, 2004 the Company incurred accumulated
losses, and had a working capital deficiency.





Since January 1, 2005, the Company has been working to develop future profitable operations and improve the working capital position of the Company. During the year ended December 31, 2005, the Company refocused its efforts towards operations and profitability. As a result, the Company increased its sales and reduced its proportionate costs.  In
addition, the Company successfully completed a private placement subsequent to the period whereby it raised $1,106,999 which will be used to develop new products and grow our existing business with new and  profitable product lines.




The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when they become due is dependent on the success of its operations. These financial statements do not reflect adjustments that would be necessary if the Company is unable to continue as a going concern.
If the going concern assumption is not appropriate for these financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported net income, and the balance sheet classifications used.





Principles of consolidation





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





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





The allowance for returns and bad debts for the periods ended March 31, 2008 are $126,680 and $27,146 respectively. The allowance is calculated based on historic customer returns and bad debts. There were no allowances recorded prior to June 30, 2007. The amount of bad debt expense for the period ended March 31, 2008
and 2007 are $172,405 and $20,551 The amounts are included in general and administrative expense in the accompanying consolidated financial statements.





Inventory





Inventories consist primarily of products held for resale, and are valued at the lower of cost (first-in, first-out method) or market.  The Company adjusts inventory for estimated obsolescence when necessary based upon demand and market conditions.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 1 - Summary of significant accounting policies (continued)




Furniture and equipment





Equipment is carried at cost and depreciation is computed over the estimated useful lives of the individual assets ranging from 3 to 7 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 reevaluates the periods of amortization
to determine whether subsequent events and circumstances warrant revised estimates of useful lives.  As of March 31, 2008, management expects these assets to be fully recoverable.





Depreciation expense amounted to $1,660 and $1,589 for the three months ended March 31, 2008 and 2007, respectively.





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.  The return portion of the allowance for the period ended March 31, 2008 and 2007 is $126,680 and $0 respectively. All returns for the years presented have been offset against gross sales. 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.




Shipping and handling





Amounts billed to customers for shipping and handling are included in revenue; shipping and handling revenue approximated $272,316 and $117,027 for March 31, 2008 and 2007, respectively. Shipping and handling costs are included in cost of sales. Shipping and handling costs approximated $171,142 and $60,267 for March 31, 2008 and 2007, respectively





Research and development





Research and development costs are expensed as incurred and are included in selling and marketing expense in the accompanying consolidated financial statements.  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.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)





Note 1 - Summary of significant accounting policies (continued)





Media and production costs





Media and production costs are expensed as incurred and are included in selling and marketing expense in the accompanying consolidated financial statements.  The Company incurred $1,534,544 and $639,273 in such costs for the periods ended March 31, 2008 and 2007.





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. A valuation allowance is recorded for deferred
tax assets when it is not more likely than not that this future tax asset will be realized.





Stock options





The Company adopted a stock option plan (“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 general terms of awards under the option plan are that 20% of the options granted will vest the month following the grant, and 10% will vest every 6 months thereafter. The maximum term of options granted is 10 years and the number of shares authorized for grants of options is 3,000,000.





Prior to March 2006, the Company used Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure" (SFAS No. 148) to account for its stock based compensation arrangements. This statement amended the disclosure provision of FASB statement No. 123 to require prominent disclosure
about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. As permitted by SFAS No. 123 and amended by SFAS No. 148, the Company continued to apply the intrinsic value method under Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to account for its stock-based employee compensation arrangements.





In December 2004, the Financial Accounting Standards Board issued Statement Number 123 (“FAS 123 (R)”), Share-Based Payments, which is effective for the reporting period beginning on January 1, 2006. The statement will require the Company to recognize compensation expense in an amount equal to the fair value of share-based
payments such as stock options granted to employees. The Company has the option to either apply FAS 123 (R) on a modified prospective method or to restate previously issued financial statements, and chose to utilize the modified prospective method. Under this method, the Company is required to record compensation expense (as previous awards continue to vest) for the unvested portion of previously granted awards that remain outstanding at the date of adoption.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 1 - Summary of significant accounting policies (continued)





Stock options (continued)





In January 2006, the Company adopted the expense recognition provisions of SFAS No. 123, and for the period ended March 31, 2008, issued no warrants and, therefore, recorded no stock compensation expense.





The following is a summary of stock options outstanding under the existing stock option plan for the three months ended March 31, 2008:





Number of Shares


Weighted
AverageEmployee


Non-
Employee


Totals


Exercise
PriceBalance, January 1, 2007


-



1,161,000



1,161,000


$
0.43Granted during 2007


-



-



-


$
0.00Exercised during the year


-



-



-


$
0.00Cancelled during the year


-



(4,000
)


(4,000
)

$
0.50Balance, December 31, 2007


-



1,157,000



1,157,000


$
0.43Cancelled during the period


-



-



-


$
0.00Exercised during the period


-



-



-


$
0.00Balance, March 31, 2008


-



1,157,000



1,157,000


$
0.43







During the period ended March 31, 2008 and 2007, there were no options granted.  Of the stock options currently outstanding, 1,063,000 options are currently exercisable at a weighted average exercise price of $0.43.  These options expire at dates ranging between December 31, 2007 and September 28, 2011.





Had compensation cost for the Company’s option plans been determined using the fair value method at the grant dates, the effect on the Company’s net loss and loss per share would have been as follows for the three months ended March 31:




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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 1 - Summary of significant accounting policies (continued)





2008


2007Net income (loss)  as reported

$
(187,127
)

$
206,989Deduct:Total stock based employee compensation determined under fair value method for all awards, net of related tax effects


-



-Pro forma net income (loss)

$
(187,127
)

$
206,989Earnings  per share:Basic - as reported

$
(0.01
)

$
0.02Basic – pro forma

$
(0.01
)

$
0.02Diluted - as reported

$
(0.01
)

$
0.02Diluted – pro forma

$
(0.01
)

$
0.02






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.





Method of Presentation





Certain amounts in the 2007 financial statements have been reclassified to conform to the 2008 presentation.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 1 - Summary of significant accounting policies (continued)





Concentration of credit risk





Financial instruments, which potentially subject the Company to concentrations 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 March 31, 2008, the Company did not
exceed the federally insured limit  in its main operating account or its main credit card merchant account; however it did exceed the limit by approximately $400,000 in its investment savings account. 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 March 31, 2008, 70% of the Company’s accounts receivable were due from various individual customers to whom our Dermawand product had been sold directly
via Direct Response Television; the remaining 30% of the Company’s accounts receivable were due from five wholesale infomercial operators.






Note 2 - 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 owned or had rights in certain intellectual properties that were transferred or assigned to ICTV during 2003.  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.






Note 3 - 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 values of   financial   instruments   such as cash, accounts receivable, accounts payable and accrued liabilities, and due to related parties approximate their fair values due to the short settlement period for these instruments.  The carrying amount of note payable represent
the fair value of the note payable based on the borrowing rate of 0.0%





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 4 - Commitments and contingencies





Smart StacksTM





On May 18, 1998, RJML entered into a manufacturing, marketing and distribution agreement with the inventor of Smart StacksTM.  Smart StacksTM 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 StacksTM worldwide through all means.  In consideration of the grants received, RJML shall pay a royalty based on net sales depending on various scenarios as defined in the agreement.  The initial term of the agreement was 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 StacksTM.  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 based on 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.






Derma WandTM





On August 17, 1999, WSL entered into a production agreement with BAG for the creation of infomercials of Derma WandTM.  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 based on adjusted revenues or units sold depending on various scenarios defined in the agreement.  The initial term of this agreement was 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.  During the period ended March 31, 2005, the agreement was amended such that royalties payable on units sold after December 31, 2004, cease.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 4 - Commitments and contingencies (continued)





Derma WandTM(continued)


On October 15, 1999, WSL entered into an endorsement agreement with an individual for her appearance in a Derma WandTM infomercial.  On July 11, 2001, the agreement was amended to include a royalty payment for each unit sold internationally, up to a
maximum royalty payment for any one calendar quarter.  Further, if the infomercial is aired in the United States, then the airing fee will revert back to the same flat rate per calendar quarter.  The initial term of the agreement was 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 2.





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 WandTM.  In consideration of these rights, WSL shall pay a royalty
for each unit sold of Derma Wand depending on various scenarios as defined in the agreement.  The agreement is silent as to its duration.





During 2007, the Company entered into a License Agreements with Omega 5 wherein ICTV was appointed as exclusive distributor for the Derma WandTM worldwide.  The rights remain exclusive to ICTV provided ICTV purchases a minimum quantity each year and
pays the royalty described above.  The term of the agreement is in effect so long as the Company is not in default of the terms of the agreement.





SprintR





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 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.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 4 - Commitments and contingencies (continued)




BondzalotTM





On July 8, 2002, the Company entered into an exclusive marketing and distribution agreement with an individual in connection with a range of specialty adhesive products (“Products”).  The individual has granted the exclusive right to market through all forms of distribution a product to be known as BondzalotTM in
all countries throughout the world other than Canada and the United Kingdom, and on a non-exclusive basis in Canada and the United Kingdom.  In consideration for the right received, the Company shall, at its own expense, produce and test broadcast a long-form infomercial (“Program”) and pay a royalty on a per unit basis at a price to be determined.  The Company agrees to purchase a minimum of $250,000 worth of Products from the individual on an annual basis, commencing from the
date the Program is test broadcasted (December 15, 2002), to retain the exclusive rights, otherwise the license shall revert to a non-exclusive license.  The initial term of the agreement is five years starting July 8, 2002.  The agreement automatically and continually renews for successive additional five-year terms, unless either party is in breach of the agreement and the breach is not remedied within 30 days of written notice.  The Company produced and tested the Program.  As
the results were poor, the Company did not purchase the minimum commitment to retain exclusive rights.  Management plans to edit the Program with the intention of marketing the Products internationally.





TwinTechTM





In January, 2003, the Company entered into an exclusive agreement with Chevron Oronite Company LLC (“COC”) whereby the parties acknowledge that ICTV intends to market, sell and distribute various automobile fuel and oil additive products, developed by COC, in the United States and elsewhere in the world via various means and
media, including, without limitation, one or more direct response television programs of 30 minutes or less.  The initial term of the agreement is three years from the date of first airing of the infomercial and automatically renews for three years unless the Company is in default.




On February 20, 2003, the Company entered into a Supply Agreement with Calidad Auto Tech, Inc. (“CAT”) whereby CAT will sell to the Company and the Company will purchase from CAT certain automobile fuel and oil additive products developed by COC.  The initial term of the agreement is three years from the date of first
airing of the infomercial and automatically renews for three years unless the Company is in default.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 4 - Commitments and contingencies (continued)





TwinTechTM(continued)








On April 28, 2003, the Company entered into a Broadcast Video Production Agreement with Real to Reel Productions (“Real to Reel”) whereby Real to Reel will render various services related to the production of an infomercial designed to sell the TwinTechTM Automotive
Engine Treatment Additive.  In addition to the production fee, the Company shall pay a royalty based on gross sales generated from the infomercial.  The term of the agreement is five years and Real to Reel retains the right of first refusal for subsequent new shows to further promote the product.





On April 28, 2003, the Company entered into a funding agreement with a shareholder, whereby the shareholder agrees to pay Real to Reel’s production fee of approximately $196,000, and in return, the Company has agreed to pay a per kit royalty to the shareholder based on various scenarios, until such time as the total royalty payments
reach $2,000,000. The production fee was accrued and expensed as “production costs” and included in selling and marketing expenses during the fiscal year ended December 31, 2005.





During the period ended March 31, 2005, the Company entered into an agreement with COC and CAT terminating the January 2003 and February 20, 2003 agreements described above.  In consideration for surrendering its rights to advertise, promote, market, sell or otherwise distribute TwinTechTM the
Company received $800,000 from COC.  From these funds, the Company has agreed to repay Real to Reel’s production fee in full settlement of the obligations to a shareholder set forth in the April 28, 2003 agreement described above.





Other matters





For the period from January 1, 2004 through August 31, 2005, 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. On February 20, 2007, the Company purchased additional liability
insurance to cover all direct to consumer product sales in the US;this policy expired on February 20, 2008, but was then renewed with on-going coverage through February 20, 2009. At present, management is not aware of any claims against the Company for any products sold.





On December 20, 2005, the Company entered into an operating lease agreement for office facilities for its international operations from an unrelated party for approximately $2,400 per month.  The term of the lease is three years commencing January 1, 2006 and ending December 31, 2008. Our executive offices are located in Bainbridge
Island, Washington and are provided to the Company at a month to month rate of $350 per month by Kelvin Claney, President of the Company.





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)





Note 5 - Related party transactions





The Company has received short-term advances from a shareholder.  These advances amounted to $43,000 as of March 31, 2008.These advances are non-interest bearing and without specific terms of repayment.  These advances are included in “Due to related parties” on the accompanying consolidated balance sheets.





The Company has a note payable to a shareholder in the amount of $590,723. This loan is interest-free and has no specific terms of repayment.








Note 6 - Basic and diluted income (loss) per share





Statement of Financial Accounting Standards No. 128 (SFAS 128), “Earnings Per Share” requires presentation of basic earnings per share and diluted 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 net income or loss.





The computations for basic and diluted loss per share are as follows:





For the three months ended March 31, 2008:

Income (Numerator)


Shares (Denominator)


Per Share AmountBasic  earnings per shareIncome(loss) available to common shareholders

$
(187,127
)


14,274,287


$
(0.01
)Diluted  earnings per shareIncome (loss) available to common shareholders

$
(187,127
)


15,238,013


$
(0.01
)





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




Note 6 - Basic and diluted income (loss) per share (continued)





For the three months ended March 31, 2007:

Income (Numerator)


Shares (Denominator)


Per Share AmountBasic earnings per shareIncome available to common shareholders

$
206,989



10,693,188


$
0.02Diluted  earnings per shareIncome available to common shareholders

$
206,989



11,029,407


$
0.02







Note 7 - 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 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:





For the three months ended March 31, 200 8


For the three months ended March 31, 200 7Domestic


International


Totals


Domestic


International


TotalsNet Sales

$
3,599,078


$
107,452


$
3,706,530


$
1,300,568


$
382,477


$
1,683,045Cost of Sales


1,136,844



44,687



1,181,531



297,394



159,275



456,669Gross profit


2,462,234



62,765



2,524,999



1,003,174



223,202



1,226,376Operating expenses:Depreciation


1,611



49



1,660



1,228



361



1,589General and administrative


694,604



10,055



704,659



128,032



38,670



166,702Selling and marketing


2,014,922



2,515



2,017,437



831,126



9,792



840,918Rent


8,835



267



9,102



6,089



1,790



7,879Total operating expense


2,719,972



12,886



2,732,858



966,475



50,613



1,017,088Operating income (loss)

$
(257,738
)

$
49,879


$
(207,859
)

$
36,699


$
172,589


$
209,288




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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)




NOTE 8 -  GOING  CONCERN  CONSIDERATIONS





The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability of assets and liquidation of liabilities that may result from this uncertainty.  Although the Company has a
positive working capital at March 31, 2008, the operating cash flows have decreased approximately $874,000 year to date. In addition, the company has an accumulated deficit of approximately $1,632,000.  These  considerations  raise  substantial  doubt about the Company's  ability  to  continue  as  a  going  concern.  Management is actively pursuing additional financing to fund the
current operating losses.








NOTE 9 - RESTATEMENT





The Company has reviewed its revenue recognition policies and has discovered that it was understating customer returns for its infomercial products sales.  The Company has also reviewed its timing for recognizing revenues on product sales and determined that certain revenues were being recorded before completion
of the sale.   In addition, during the course of this review, The Company has also discovered the certain expenses originally recorded as prepaid expenses should have been expensed during the first quarter 2008.  As a result of these discoveries, management determined that these errors required restatement of our consolidated financial statements for the period ended March 31, 2008.  The effect of the restatement on the consolidated financial statements is as follows:





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INTERNATIONAL COMMERCIAL TELEVISION INC.





NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)


NOTE 9 – RESTATEMENT (Continued)





For the three months ended March 31, 2008Accounts receivable:As previously reported

$
3,136,956Adjustment

$
(2,253,918
)As restated

$
883,038Inventories:As previously reported

$
557,449Adjustment

$
118,772As restated

$
676,221Prepaid expenses and deposits:As previously reported

$
729,972Adjustment

$
195,306As restated

$
534,666Accounts payable and accrued liabilities:As previously reported

$
1,069,960Adjustment

$
55,655As restated

$
1,014,305Net sales:As previously reported

$
3,668,758Adjustment

$
37,772As restated

$
3,706,530Cost of sales:As previously reported

$
1,021,567Adjustment

$
159,964As restated

$
1,181,531Operating expenses:As previously reported

$
2,557,943Adjustment

$
174,915As restated

$
2,732,858Income/ (loss) for the year:As previously reported

$
109,980Adjustment

$
( 297,107
)As restated

$
(187,127
)Net income /(loss) per shareAs previously reported

$
0.01Adjustment

$
( 0.02
)As restated

$
(0.01
)




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ITEM 2.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Except for the historical information presented in this document, the matters discussed in this Form 10-Q/A, and specifically in the "Management's Discussion and Analysis or Plan of Operation”, 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 the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties.  These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this
information.  Readers are urged to carefully review and consider the various disclosures made by the Company in this report on Form 10-Q/A and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company's business.





The following discussion and analysis of the Company's 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





ICTV 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.





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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.





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





The following discussion compares operations for the quarter ended March 31, 2008, with the quarter ended March 31, 2007.





Revenues





Our revenues increased to approximately $3,707,000 for the quarter ended March 31, 2008, up from approximately $1,683,000 recorded during the comparative quarter in 2007, an increase of 120.2%.  In March 2008 99.9% of revenue was generated by our Derma Wand product compared to 100% for March 2007.  All
revenues recorded during the quarter ended March 31, 2008 were generated by our own products, as was the case during the comparative period in 2007.





Gross Margin





Gross margin percentage decreased to approximately 68% for the quarter ended March 31, 2008, compared to approximately 73% for the quarter ended March 31, 2007.  The decrease in gross margin percentage was primarily due to the revenues generated from sales of our Derma Wand product directly to consumers
in the US. During the quarter ended March 31, 2008, we received gross margins of approximately $2,524,000 for Derma Wand , whereas in the quarter ended March 31, 2007, we received gross margins of  $1,226,000 for Derma Wand.





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Operating Expenses





Total operating expenses increased to approximately $2,733,000 during the quarter ended March 31, 2008, from approximately $1,017,000 during the quarter ended March 31, 2007, up approximately $1,716,000, or 169%.  A majority of the increase can be attributed to the increase in selling and marketing which
in 2008 included $1,535,000 in media expenditures for our Derma Wand infomercial and $225,000 in fulfillment charges for order processing as compared to 2007 where we spent approximately $640,000 in media and approximately $70,000 in fulfillment charges.





Net Income





The net loss increased to approximately $187,000 during the quarter ended March 31, 2008, from a net income of approximately $207,000 during the quarter ended March 31, 2007, a decrease of $394,000, or 190%.  This decrease is attributed primarily to increased marketing and operating costs associated with
sales of the Derma Wand.





Plan of Operation; Liquidity and Capital Resources





At March 31, 2008, we had approximately $2,877,000 in cash on the books, compared to approximately $3,789,000 at December 31, 2007.  We generated negative cash flows from operations of approximately $874,000 in the first quarter of 2008 compared to a negative cash flow from operations of approximately $193,000
for the same period in 2007.  The negative cash flow from operations was a result of the increase to accounts receivable, inventories and prepaid expenses, and decrease to accounts payable.





We have a note payable to The Better Blocks Trust (“BB Trust”) in the amount of approximately $591,000.





The Company has granted 1,175,000 stock options; 900,000 at $0.35, 160,000 at $0.36, 60,000 at $0.50, 35,000 at $1.50 and 20,000 at $2.00.  All option grants vest over a five-year period.  To date, a total of 34,000 stock options have been exercised at $0.50 for proceeds of $17,000.  If the optionees exercise
the remainder of these options as they vest, we will receive $452,560 in capital.  The options granted on September 28, 2001 resulted in a deferred non-cash compensation expense of approximately $32,000. During 2005, $16,000 of this deferred non-cash compensation expense was amortized; the remaining $16,000 was amortized during 2006. This assumes an estimated fair value of $1.50 per share, based on the price of our offering of $1.50 per share at the time. No options were granted or exercised during
the period ended March 31, 2008.





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ITEM 3.
CONTROLS AND PROCEDURES





The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time frames specified in the SEC's rules and forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and its Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e).  .





As of March 31, 2008, the Company carried out an evaluation, under the supervision and within the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures.  As
of March 31, 2008, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. However, during the Company’s internal review of its financial statements for the third quarter of 2008, The Company discovered that it was understating customer returns for its infomercial products sales.  In conjunction with this discovery, the Company also reviewed its timing for recognizing revenues on product sales and determined
that certain revenues were being recorded before completion of the sale.  As a result, the Company's Chief Executive Officer and Chief Financial Officer have since concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2008.





As of March 31, 2008, there had been no change in the Company's internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal quarter ended March 31, 2008, that materially affected, or is
reasonably likely to materially affect our internal control over financial reporting.  However, as a result of the issues noted above, The Company has since reviewed its revenue recognition policies and revised its internal procedures and controls to ensure that such transactions are recorded properly and the Company has restated its financial statements in this report for the applicable period.





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PART II – OTHER INFORMATION








ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K





EXHIBITS





Exhibit


Number
Description





*31.1
Rule 13a-14(a)/15d-14(a) Certification – Chief Executive Officer





*31.2
Rule 13a-14(a)/15d-14(a) Certification – Chief Financial Officer





*32
Section 1350 Certifications





* Filed herewith





REPORTS ON FORM 8-K


Form 8-K reported on October 31, 2008


Form 8-K/A reported on November 7, 2008


Form 8-K/A reported on December 17, 2008


Form 8-K/A reported on March 2, 2008





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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.


Registrant








Date: May 15, 2008
By:
/s/ Kelvin ClaneyName:  Kelvin ClaneyTitle: Chief Executive OfficerDate: May 15, 2008
By:
/s/ Richard RansomName:  Richard RansomTitle: Chief Financial Officer







Page 26