UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A
                                Amendment No. 2
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, 2006
                                         --------------


[ ] 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
--------------------------------------------------------------------------------

              10245 Sunrise Place NE, Bainbridge Island, WA  98110
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 (206) 842-3729
                                 --------------
                           (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 [ ]

Indicate  by check mark whether the registrant is a shell company (as defined by
Rule  12b-2  of  the  Exchange  Act).                           Yes [ ]   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, 2006, the Issuer had
10,643,188  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


PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1.   FINANCIAL STATEMENTS                                        1

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  19

ITEM 3.   CONTROLS AND PROCEDURES                                    22


PART II - OTHER INFORMATION
---------------------------

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                           23

SIGNATURES                                                           24


<PAGE>
<TABLE>
<CAPTION>
                                    PART I - FINANCIAL INFORMATION
                                    ------------------------------


<S>                                                                                             <C>
ITEM 1.   FINANCIAL STATEMENTS

          Consolidated Balance Sheet as of March 31, 2006 (unaudited)                              2

          Consolidated Statements of Operations for the three months ended March 31, 2006
            and 2005 (unaudited)                                                                   3

          Consolidated Statements of Deficiency in Assets for the three months ended March 31,
            2006 (unaudited)                                                                       4

          Consolidated Statements of Cash Flows for the three months ended March 31, 2006
            and 2005 (unaudited)                                                                   5

          Notes to the Consolidated Financial Statements                                        6-18
</TABLE>


                                     Page 1
<PAGE>
<TABLE>
<CAPTION>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2006
                                   (Unaudited)
                                    ---------

                                                                March 31,
                                                                   2006
                                                               ------------
<S>                                                            <C>
                                     ASSETS
                                     ------

CURRENT ASSETS:
  Cash and cash equivalents                                    $   259,004
  Accounts receivable                                              256,140
  Inventory                                                         86,609
  Prepaid expenses and deposits                                     77,707
  Deferred tax asset less valuation allowance of $3,074,000              -
                                                               ------------
    Total current assets                                           679,460
                                                               ------------

FURNITURE AND EQUIPMENT:
  Furniture and equipment                                          110,869
  Less accumulated depreciation                                     99,966
                                                               ------------
    Furniture and equipment, net                                    10,903
                                                               ------------

      Total assets                                             $   690,363
                                                               ============

                      LIABILITIES ANDDEFICIENCY IN ASSETS
                      -----------------------------------

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                     $   323,027
  Accounts payable and accrued liabilities - related parties       220,961
  Due to related parties                                           463,377
                                                               ------------
    Total current liabilities                                    1,007,365
                                                               ------------

NOTE PAYABLE TO SHAREHOLDER                                        590,723
                                                               ------------

COMMITMENTS AND CONTINGENCIES (NOTE 4)

DEFICIENCY IN ASSETS:

  Common stock, $0.001 par value, 100,000,000
  shares authorized, 10,643,188 issued and
  outstanding as of  March 31, 2006                                    544
  Additional paid-in-capital                                       396,277
  Accumulated deficit                                           (1,304,546)
                                                               ------------
    Total shareholders' deficit                                   (907,725)
                                                               ------------

      Total liabilities and deficiency in assets               $   690,363
                                                               ============
</TABLE>

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


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

                                          2006          2005
                                      ------------  ------------
                                      (unaudited)   (unaudited)
                                      ------------  ------------
<S>                                   <C>           <C>
NET SALES
Infomercial products                  $   322,089   $   238,818
Trademarks                                      -       800,000
                                      ------------  ------------
                                          322,089     1,038,818
                                      ------------  ------------
COST OF SALES
Infomercial products                      129,497       140,360
Trademarks                                      -       300,000
                                      ------------  ------------
                                          129,497       440,360
                                      ------------  ------------
GROSS PROFIT                              192,592       598,458
                                      ------------  ------------

OPERATING EXPENSES:
  Depreciation                              4,687         4,687
  General and administrative              115,746        99,549
  Selling and marketing                    84,899       211,242
  Rent                                      5,076         6,193
                                      ------------  ------------
    Total operating expenses              210,408       321,671
                                      ------------  ------------

OPERATING INCOME (LOSS)                   (17,816)      276,787
                                      ------------  ------------

OTHER EXPENSES:
  Interest expense                            616         2,081
                                      ------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES         (18,432)      274,706

INCOME TAXES
  Income tax expense                            -        93,400
  Tax benefit of net operating loss
  carry forward                                 -       (93,400)
                                      ------------  ------------

INCOME TAXES                                    -             -
                                      ------------  ------------

NET INCOME (LOSS)                     $   (18,432)  $   274,706
                                      ============  ============

BASIC INCOME (LOSS) PER SHARE         $     (0.00)  $      0.03
                                      ============  ============

DILUTED INCOME (LOSS) PER SHARE       $     (0.00)  $      0.03
                                      ============  ============
</TABLE>

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


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

                                 CONSOLIDATED STATEMENTS OF DEFICIENCY IN ASSETS

                                      Common Stock
                                    $0.001 par value       Additional
                               -------------------------    Paid-In      Accumulated
                                 Shares        Amount       Capital        Deficit                     Totals
                               -----------  ------------  ------------  -------------               -------------
<S>                            <C>          <C>           <C>           <C>            <C>          <C>
Balances, January 1, 2005       10,635,188  $        536  $    346,405  $ (1,693,981)               $ (1,347,040)

Stock-based compensation                 -             -        29,880             -                      29,880

Amortization of deferred
  compensation under non-
  qualified stock option plan            -             -        16,000             -                      16,000

Net income                               -             -             -       407,867                     407,867
                               ----------------------------------------------------------------------------------

Balances, December 31, 2005     10,635,188           536       392,285    (1,286,114)                   (893,293)

Issuance of common stock             8,000             8         3,992                                     4,000



Net loss                                 -             -             -       (18,432)                    (18,432)
                               ----------------------------------------------------------------------------------

Balances, March 31, 2006        10,643,188  $        544  $    396,277  $ (1,304,546)               $   (907,725)
                               ==================================================================================
</TABLE>

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


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

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005


                                                                 2006          2005
                                                             ------------  ------------
                                                             (unaudited)   (unaudited)
                                                             ------------  ------------
<S>                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                          $   (18,432)  $   274,706
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation                                                 4,687         4,687
      Decrease in accounts receivable                            175,603       153,047
      Decrease (increase) in inventory                           (27,635)       20,981
      Increase in prepaid expenses                               (46,551)            -
      Increase in accounts payable and accrued liabilities       144,433       135,268
                                                             ------------  ------------
        Net cash provided by operating activities                232,105       588,689
                                                             ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                  -             -
                                                             ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from related parties                                  163,627        34,253
  Payments to related parties                                   (161,778)      (90,559)
  Proceeds from issuance of common stock                           4,000             -
                                                             ------------  ------------
    Net cash provided by (used in) financing activities            5,849       (56,306)
                                                             ------------  ------------

NET INCREASE IN CASH                                             237,954       532,383

CASH, beginning of the period                                     21,050        95,191
                                                             ------------  ------------

CASH, end of period                                          $   259,004   $   627,574
                                                             ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest expense paid                                      $       616   $     2,081
                                                             ============  ============
  Income taxes paid                                          $         -   $         -
                                                             ============  ============
</TABLE>

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


                                     Page 5
<PAGE>
                                     Page 7
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (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, 2006, may not necessarily be indicative of the results that may
be expected for the year ended December 31, 2006. These financial statements and
notes  should  be  read  in  conjunction with our audited consolidated financial
statements  and  notes  thereto for the year ended December 31, 2005 included in
our  Annual  Report  on  form  10-KSB.

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.


                                     Page 6
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (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.

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

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

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  re-evaluates  the  periods  of  amortization  to
determine  whether subsequent events and circumstances warrant revised estimates
of  useful  lives.  As  of March 31, 2006, management expects these assets to be
fully  recoverable.

Depreciation  expense  amounted  to $4,687 and $4,687 for the three months ended
March  31,  2006  and  2005,  respectively.


                                     Page 7
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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  thirty  days  of  receipt for a full refund excluding
shipping  and handling.   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 on a commission basis and only the
commission  income  is  recorded  for  these  sales.

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

Amounts  billed to a customer for shipping and handling are included in revenue;
shipping  and  handling  revenue approximated $12,580 and nil for March 31, 2006
and  2005,  respectively.  Shipping  and  handling costs are included in cost of
sales.  Shipping and handling costs approximated $5,260 and $8,270 for March 31,
2006  and  2005,  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

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 $60,312 and $203,476 in such costs for the periods ended
March 31, 2006 and 2005.

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.

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.


                                     Page 8
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock  options  (continued)
---------------------------

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.

In  January 2006, the Company adopted the expense recognition provisions of SFAS
No. 123, and for the three months ended March 31, 2006, recorded approximately $
0  in  stock compensation expense. If the Company had expensed stock options for
the three months ended March 31, 2005, the stock compensation expense would have
been  approximately  $  0.

The following is a summary of stock options outstanding under the existing stock
option  plan  for  the  three  months  ended  March  31,  2006:

<TABLE>
<CAPTION>
                                           Number of Shares                   Weighted
                               ------------------------------------------     Average
                                                 Non-                         Exercise
                                 Employee      Employee        Totals          Price
                               ------------  -------------  -------------  -------------
<S>                            <C>           <C>            <C>            <C>
Balance, January 1, 2005                  -     1,049,000      1,049,000   $        0.49
  Granted on November 8, 2005             -       160,000        160,000   $        0.36
  Exercised during the year               -             -              -   $        0.00
  Cancelled during the year               -             -              -   $        0.00
                               ------------  -------------  -------------

Balance, December 31, 2005                -     1,209,000      1,209,000   $        0.47

  Cancelled during the period             -       (40,000)       (40,000)  $        2.00
  Exercised during the period             -        (8,000)        (8,000)  $        0.50
                               ------------  -------------  -------------

Balance, March 31, 2006                   -     1,161,000      1,161,000   $        0.43
                               ============  =============  =============
</TABLE>


                                     Page 9
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Stock  options  (continued)
---------------------------

During  the period ended March 31, 2006 and 2005, there were no options granted.
Of  the  stock  options  currently  outstanding,  788,500  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.

The Company provides proforma disclosures of compensation expense under the fair
value  method  of  SFAS  123  and  SFAS  148.

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:

<TABLE>
<CAPTION>
                                                                   2006       2005
                                                                 ---------  --------
<S>                                                              <C>        <C>
Net income (loss) as reported                                    $(18,432)  $274,706
Deduct:
  Total stock based employee compensation determined under
  fair value method for all awards, net of related tax effects          -          -
                                                                 ---------  --------

Pro forma net income (loss)                                      $(18,432)  $274,706
                                                                 =========  ========

Earnings (loss) per share:
  Basic - as reported                                            $  (0.00)  $   0.03
                                                                 =========  ========
  Basic - pro forma                                              $  (0.00)  $   0.03
                                                                 =========  ========

  Diluted - as reported                                          $  (0.00)  $   0.03
                                                                 =========  ========
  Diluted - pro forma                                            $  (0.00)  $   0.03
                                                                 =========  ========
</TABLE>

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  2005  financial  statements have been reclassified to
conform  to  the  2006  presentation.


                                    Page 10
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (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,  2006,  the  Company  exceeded  the  federally  insured  limit  by
approximately  $150,000  in  one  of  its  bank  accounts.  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, 2006, 35% 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  65%  of  the  Company's  accounts  receivable  were  due  from  seven
international  infomercial  operators.

Change in Accounting Method
---------------------------

In  2003,  a  gain  of  $148,483  was  recorded in connection with the amount of
accrued  interest  forgiven  on  the  note  payable to the BB Trust. However, as
contemplated  by  footnote  1 to paragraph 20 of APB 26, we have determined that
this  forgiveness  of  interest  represents  the  extinguishment  of a liability
between  related  entities. Thus  we  are  revising  our accounting treatment to
characterize the forgiveness of interest as a capital transaction, and have made
the  appropriate  adjustment  to  "Paid  in  Capital" and "Accumulated Deficit".

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  amount of accounts receivable and payables approximate fair value
due  to  their  short-term  nature.  The  carrying  amount  of note payable debt
represent  the  fair  value  of  the note payable based on the borrowing rate of
0.0%.


                                    Page 11
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Smart  Stacks(TM)
-----------------

On  May  18, 1998, RJML entered into a manufacturing, marketing and distribution
agreement  with  the  inventor of Smart Stacks(TM). Smart Stacks(TM) 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(TM)  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 Stacks(TM).
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  Wand(TM)
---------------

On  August  17,  1999,  WSL entered into a production agreement with BAG for the
creation  of infomercials of Derma Wand(TM). 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.


                                    Page 12
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Derma  Wand(TM) (continued)
---------------------------
On  October  15,  1999,  WSL  entered  into  an  endorsement  agreement  with an
individual for her appearance in a Derma Wand(TM) 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 Wand(TM). 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 2004, the Company entered into two Letter Agreements with Omega 5 wherein
ICTV  was  appointed  as  exclusive  distributor  for  the  Derma Wand(TM) in an
additional  78 countries/territories throughout the world, with the exception of
the  United States.  The rights remain exclusive to ICTV provided ICTV purchases
a  minimum quantity each year and pays the royalty described above.  The term of
the  agreements  is  for  three  years  with  automatic  three  year  renewals.

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.


                                    Page 13
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Bondzalot(TM)
-------------

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  Bondzalot(TM) 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.

TwinTech(TM)
------------

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.


                                    Page 14
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

TwinTech(TM) (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  TwinTech(TM)  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. As of September 1, 2005, the Company purchased
liability  insurance  from  CMW Insurance due to expire on September 1, 2006. In
addition,  on  February  20,  2006,  the  Company purchased additional liability
insurance  to  cover all direct to consumer product sales in the US; this policy
is  due  to expire on February 20, 2007.  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.


                                    Page 15
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                  (Unaudited)

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted  to  $463,377 as of March 31, 2006.  Interest rates charged during this
period ranged from 0% to 21.24%.  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 - CAPITAL TRANSACTIONS

During  the  three  months ended March 31, 2006, 8,000 options were exercised at
$0.50  per  share,  for  a  total  of  $4,000.

NOTE 7 - BASIC AND DILUTED 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:

<TABLE>
<CAPTION>
                                                Loss         Shares       Per Share
For the three months ended March 31, 2006:  (Numerator)   (Denominator)    Amount
------------------------------------------  ------------  -------------  -----------
<S>                                         <C>           <C>            <C>
Basic and diluted loss per share
--------------------------------

Loss available to common shareholders       $   (18,432)     10,643,188  $    (0.00)
                                            ============  =============  ===========
</TABLE>


                                    Page 16
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 7 - BASIC AND DILUTED LOSS PER SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                Loss         Shares      Per Share
For the three months ended March 31, 2005:  (Numerator)   (Denominator)    Amount
------------------------------------------  ------------  -------------  ----------
<S>                                         <C>           <C>            <C>
Basic earnings per share
------------------------

Income available to common shareholders     $    274,706     10,635,188  $     0.03
                                            ============  =============  ==========

Diluted earnings per share
--------------------------

Income available to common shareholders     $    274,706     10,844,875  $     0.03
                                            ============  =============  ==========
</TABLE>

The  increase  in  the  denominator  was due to the issuance of 8,000 shares for
stock  options  on  February  21,  2006.

NOTE 8 - INCOME TAXES

Apart  from  the  past fiscal year, the Company 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 realization.  This asset
primarily  consists  of  net  operating  losses  and  amortization.

The  Company  had  net  operating losses of approximately $908,000 related to US
federal, foreign and state jurisdictions through March 31, 2006.  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.

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

<TABLE>
<CAPTION>
                              March 31, 2006
                             ----------------
<S>                          <C>
Net operating loss           $       235,000
Basis of investments               2,327,000
Basis of intangibles                 428,000
Basis of stock options               103,000
Accumulated amortization             107,000
Accumulated depreciation               3,000
State taxes                         (129,000)
                             ----------------
  Total deferred tax assets        3,074,000
Valuation allowance               (3,074,000)
                             ----------------
  Net deferred tax assets    $             -
                             ================
</TABLE>


                                    Page 17
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE  9  -  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 loss by geographic area is
as  follows:

<TABLE>
<CAPTION>
                               For the three months ended March 31, 2006        For the three months ended March 31, 2005
                          -------------------------------------------------  ----------------------------------------------
                             Domestic       International       Totals          Domestic     International       Totals
                          ---------------  ---------------  ---------------  --------------  --------------  --------------
<S>                       <C>              <C>              <C>              <C>             <C>             <C>
NET SALES
Infomercial products      $      115,534   $      206,555   $      322,089   $            -  $      238,818  $      238,818
Trademarks                             -                -                -          800,000               -         800,000
                          ---------------  ---------------  ---------------  --------------  --------------  --------------
                                 115,534          206,555          322,089          800,000         238,818       1,038,818
                          ---------------  ---------------  ---------------  --------------  --------------  --------------
COST OF SALES
Infomercial products               7,261          122,236          129,497                -         140,360         140,360
Trademarks                             -                -                -          300,000               -         300,000
                          ---------------  ---------------  ---------------  --------------  --------------  --------------
                                   7,261          122,236          129,497          300,000         140,360         440,360
                          ---------------  ---------------  ---------------  --------------  --------------  --------------
Gross profit                     108,273           84,319          192,592          500,000          98,458         598,458
                          ---------------  ---------------  ---------------  --------------  --------------  --------------

Operating expenses:
  Depreciation                     1,682            3,005            4,687            3,610           1,077           4,687
  General and                     41,458           74,289          115,747           76,663          22,886          99,549
    administrative
  Selling and marketing           73,511           11,387           84,898          162,679          48,563         211,242
  Rent                             1,822            3,254            5,076            4,769           1,424           6,193
                          ---------------  ---------------  ---------------  --------------  --------------  --------------
Total operating expense          118,473           91,935          210,408          247,721          73,950         321,671
                          ---------------  ---------------  ---------------  --------------  --------------  --------------

Operating income (loss)   $      (10,200)  $       (7,616)  $      (17,816)  $      252,279  $       24,508  $      276,787
                          ===============  ===============  ===============  ==============  ==============  ==============
</TABLE>

NOTE 10 - 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. The Company
generated  negative  cash flows from operating activities during the past fiscal
year,  and  for the most part, has experienced recurring losses from operations.
In  addition,  the  Company  has  a  working capital deficiency of approximately
$328,000 and an accumulated deficit of approximately $ 1,304,000 as of March 31,
2006.  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  working  capital  deficiency, and continue to
generate  profitable  operations as it did for the year ended December 31, 2005.


                                    Page 18
<PAGE>
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-QSB, 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-QSB 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.

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


                                    Page 19
<PAGE>
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,
2006,  with  the  quarter  ended  March  31,  2005.

Revenues

Our revenues decreased to approximately $322,000 for the quarter ended March 31,
2006, down from approximately $1,039,000 recorded during the comparative quarter
in  2005,  a  decrease  of 69%.  In March 2005 we received $800,000 from Chevron
Oronite  Company LLC ("COC") in consideration for surrendering our rights to the
COC products and the TwinTech infomercial; this accounted for 77% of the revenue
for that quarter, with the remaining 23% of revenue being generated by our Derma
Wand  product.  In March 2006, our revenue was generated solely from the sale of
our  Derma  Wand  product.  All revenues recorded during the quarter ended March
31,  2006  were  generated  by  our  own  products,  as  was the case during the
comparative  period  in  2005.

Gross  Margin

Gross  margin  percentage  increased  to approximately 60% for the quarter ended
March  31,  2006,  compared to approximately 58% for the quarter ended March 31,
2005.  The increase 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,  2006,  we  received  gross  margins  of
approximately  $193,000  for Derma Wand , whereas in the quarter ended March 31,
2005, we received gross margins of  $98,000 for Derma Wand and $500,000 for sale
of  the  rights  and  infomercial  associated  with  TwinTech.


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<PAGE>
Operating  Expenses

Total  operating expenses decreased to approximately $210,000 during the quarter
ended March 31, 2006, from approximately $322,000 during the quarter ended March
31,  2005,  down approximately $111,000, or 35%.  The decrease can be attributed
to  the  decrease  in  selling and marketing which in 2005 included the $196,000
production  cost  for  the  TwinTech  infomercial.  The full production cost was
originally  borne  by  a  shareholder, as evidenced by an April 28, 2003 funding
agreement,  in  exchange  for  a  per kit royalty, not to exceed $2,000,000.  In
conjunction  with  the buyout from COC, we agreed to repay the production fee to
the  shareholder  in full settlement of the obligations set forth in the funding
agreement.  In  2006,  the lack of a major production cost was offset marginally
by  an  increase  in  media  expenditures  generated  by  the beginning of sales
directly  to  consumers  in the US; these expenditures amounted to approximately
$56,000  for  the  quarter  ended  March  31,  2006.

Net  Income

Apart  from  the  past fiscal year ended December 31, 2005, we have not achieved
profitability  on a consistent or annualized basis.  Our net loss of $18,000 for
the  quarter  ended  March 31, 2006 follows up fourth quarter 2005 net income of
approximately  $2,000.  Although we expect continued strong sales from our Derma
Wand  product  over  the  remainder  of  the  year,  we  anticipate that until a
follow-up  financing  is  completed,  we  will  continue  to  operate at or near
break-even,  as  we  reinvest  all  available  funds  into new products.  Market
acceptance  of  the  products  we launch will also be a determining factor as to
whether  we  will  continue  to  operate  profitably  or  at  a  loss.

PLAN OF OPERATION; LIQUIDITY AND CAPITAL RESOURCES

At  March 31, 2006, we had approximately $259,000 in cash on the books, compared
to  approximately $21,000 at December 31, 2005.  We generated positive cash flow
from  operations of approximately $232,000 in the first quarter of 2006 compared
to  a  positive cash flow from operations of approximately $588,000 for the same
period  in  2005.  The  positive  cash flow from operations was a combination of
accounts  receivable  collected  and  an  increase  in  payables  and  accrued
liabilities.

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

The  Company  has  granted 1,195,000 stock options; 900,000 at $0.35, 160,000 at
$0.36,  80,000 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 $342,270 in capital.
We  estimate that the $0.50 options granted on September 28, 2001 will result in
a  deferred  non-cash compensation expense of approximately $32,000 that we will
recognize  over  the  next  two years as services are rendered by the optionees.
During  2005,  $16,000  of  this  deferred  non-cash  compensation  expense  was
amortized;  the remaining $16,000 will be 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, but 8000 options were
exercised  during  the  period  ended  March  31,  2006.

Apart  from  the  past  fiscal year ended December 31, 2005, we have experienced
recurring  losses  from operations and have experienced negative cash flows from
operating  activities.  In  addition,  the  Company


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<PAGE>
has  a  working  capital deficiency of approximately $328,000 and an accumulated
deficit  of  approximately  $1,304,000  as  of  March 31, 2006.  These recurring
losses  and our need for additional capital to sustain operations has led to the
"going  concern"  opinion  issued  by our independent auditors.  In an effort to
reach  profitability  and  become  less  dependent on the requirement to finance
continuing operations, we are working to increase revenues and profit margins by
continuing  the  trend  of generating revenues by selling our own products where
our  margins are much higher than our third-party products.  Furthermore, we are
actively  pursuing  additional  financing  so  that we may produce two long-form
infomercials  and  one short-form infomercial over the course of the next twelve
months.  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.

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,  2006,  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.  Based  on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures  were  effective.

There  has  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 our last fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect  our  internal  control  over  financial  reporting.


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<PAGE>
                           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

No reports on Form 8-K were filed during the quarter ended March 31, 2006.


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<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.
                    ----------------------------------------
                                   Registrant


Date:  March 8, 2007    By:     /s/ Kelvin Claney
                             ---------------------
                        Name: Kelvin Claney
                        Title: Chief Executive Officer


Date:  March 8, 2007    By:     /s/ Karl Redekopp
                             ---------------------
                        Name: Karl Redekopp
                        Title: Chief Financial Officer


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