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

                                   FORM 10-QSB
[x]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF  1934

          For the quarterly period ended June 30, 2005
                                         -------------


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

          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  issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past 90 days. Yes [X]  No [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 13, 2005, the Issuer had
10,635,188  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>
<CAPTION>
                                    TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
------------------------------
<S>            <C>                                                                    <C>
ITEM 1.        FINANCIAL STATEMENTS                                                    1

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              21

ITEM 3.        CONTROLS AND PROCEDURES                                                24


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

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K                                       25

SIGNATURES                                                                            26
</TABLE>


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


ITEM 1.   FINANCIAL STATEMENTS
<S>       <C>                                                                                  <C>
          Consolidated Balance Sheet as of June 30, 2005 (unaudited)                              2

          Consolidated Statements of Operations for the three months ended June 30, 2005 and      3
            2004 (unaudited) and for the six months ended June 30, 2005 and 2004
            (unaudited)

          Consolidated Statements of Deficiency in Assets for the six months ended June 30,      4
            2005 (unaudited)

          Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and        5
            2004 (unaudited)

          Notes to the Consolidated Financial Statements (unaudited)                           6-20
</TABLE>


                                     Page 1
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1. FINANCIAL STATEMENTS

            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2005
                                  (Unaudited)
                                   ---------


                                                                 June 30,
                                                                   2005
                                                               ------------
<S>                                                            <C>
                                    ASSETS
                                    ------

CURRENT ASSETS:
  Cash                                                         $    63,797
  Accounts receivable                                              280,158
  Inventory, net                                                    22,942
  Prepaid expenses and deposits                                     11,699
  Deferred tax asset less valuation allowance of $3,224,000              -
                                                               ------------
    Total current assets                                           378,596
                                                               ------------

FURNITURE AND EQUIPMENT:
  Furniture and equipment                                          110,869
  Less accumulated depreciation                                     85,915
                                                               ------------
    Furniture and equipment, net                                    24,954
                                                               ------------

      Total assets                                             $   403,550
                                                               ============


                  LIABILITIES AND DEFICIENCY IN ASSETS
                  ------------------------------------

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                     $   235,289
  Accounts payable and accrued liabilities - related parties       108,900
  Due to related parties                                           455,881
                                                               ------------
    Total current liabilities                                      800,070
                                                               ------------


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

COMMITMENTS AND CONTINGENCIES (NOTE 4)

DEFICIENCY IN ASSETS:
  Common stock                                                         536
  Additional paid-in-capital                                       229,922
  Accumulated deficit                                           (1,193,701)
  Unearned compensation                                            (24,000)
                                                               ------------
    Total deficiency in assets                                    (987,243)
                                                               ------------

       Total liabilities and deficiency in assets              $   403,550
                                                               ============
</TABLE>

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


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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                                 (Unaudited)
                                                  ---------


                                               For the three months ended         For the six months ended
                                            --------------------------------  --------------------------------
                                             June 30, 2005    June 30, 2004    June 30, 2005    June 30, 2004
                                            ---------------  ---------------  ---------------  ---------------
<S>                                         <C>             <C>              <C>             <C>

NET SALES                                   $      418,116   $      289,604   $    1,456,934   $      415,814
COST OF SALES                                      179,766          142,467          620,126          207,161
                                            ---------------  ---------------  ---------------  ---------------
GROSS PROFIT                                       238,350          147,137          836,808          208,653
                                            ---------------  ---------------  ---------------  ---------------

OPERATING EXPENSES:
  Depreciation                                       4,687            7,004            9,374           14,007
  General and administrative                       145,810          137,601          245,359          229,463
  Selling and marketing                              4,033           41,181          215,275           66,946
  Rent                                               5,722            9,838           11,915           19,654
                                            ---------------  ---------------  ---------------  ---------------
    Total operating expenses                       160,252          195,624          481,923          330,070
                                            ---------------  ---------------  ---------------  ---------------

OPERATING INCOME (LOSS)                             78,098          (48,487)         354,885         (121,417)

INTEREST EXPENSE:
  Interest expense                                   1,007            2,007            3,088            3,360
                                            ---------------  ---------------  ---------------  ---------------
    Total interest expense                           1,007            2,007            3,088            3,360
                                            ---------------  ---------------  ---------------  ---------------


INCOME (LOSS) BEFORE INCOME TAXES                   77,091          (50,494)         351,797         (124,777)

INCOME TAXES
  Income tax expense                                26,211                -          119,611                -
  Tax benefit of net operating loss
  carry forward                                    (26,211)               -         (119,611)               -
                                            ---------------  ---------------  ---------------  ---------------
INCOME TAXES                                             -                -                -                -
                                            ---------------  ---------------  ---------------  ---------------
NET INCOME (LOSS)                           $       77,091   $      (50,494)  $      351,797   $     (124,777)
                                            ===============  ===============  ===============  ===============


BASIC NET INCOME (LOSS) PER SHARE           $          .01   $        (0.00)  $          .03   $        (0.01)
                                            ===============  ===============  ===============  ===============

FULLY DILUTED NET INCOME (LOSS) PER SHARE   $          .01   $        (0.00)  $          .03   $        (0.01)
                                            ===============  ===============  ===============  ===============
</TABLE>

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


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

                                    CONSOLIDATED STATEMENTS OF DEFICIENCIES IN ASSETS
                                                       (Unaudited)
                                                        ---------


                                      Common Stock
                                    $0.001 par value    Common     Additional
                                  -------------------    Stock       Paid-In    Accumulated      Unearned
                                    Shares    Amount   Committed     Capital      Deficit      Compensation      Totals
                                  ----------  -------  ----------  -----------  ------------  --------------  ------------

                                  ----------------------------------------------------------------------------------------
<S>                               <C>         <C>      <C>         <C>          <C>           <C>             <C>

Balances, December 31, 2004       10,635,188  $   536  $        -  $   229,922  $(1,545,498)  $     (32,000)  $(1,347,040)

Issuance of common stock                   -        -                        -            -               -             -

Stock options cancelled                    -        -           -            -            -               -             -

Amortization of deferred
  compensation under
  nonqualified stock option plan           -        -           -            -            -           8,000         8,000

Net income                                 -        -           -            -      351,797               -       351,797
                                  ----------------------------------------------------------------------------------------

Balances, June 30, 2005           10,635,188  $   536  $        -  $   229,922  $(1,193,701)  $     (24,000)  $  (987,243)
                                  ========================================================================================
</TABLE>

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


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

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                     (Unaudited)
                                      ---------


                                                                 June 30,    June 30,
                                                                   2005        2004
                                                                ----------  ----------
<S>                                                             <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                             $ 351,797   $(124,777)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Depreciation                                                  9,374      14,007
      Amortization of deferred compensation under nonqualified
        stock option plan                                           8,000      22,637
      Increase in accounts receivable                              (8,491)    (85,595)
      Decrease (increase) in inventory                             30,618     (37,590)
      Decrease in prepaid expenses                                  5,000       1,843
      Increase (decrease) in accounts payable and accrued
        liabilities                                              (378,647)    115,878
                                                                ----------  ----------
          Net cash (used in) provided by operating activities      17,651     (93,597)
                                                                ----------  ----------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from related parties                                         -     169,530
  Payments to related parties                                     (49,045)    (89,096)
  Proceeds from issuance of common stock                                -       1,000
                                                                ----------  ----------
      Net cash provided by (used in) financing activities         (49,045)     81,434
                                                                ----------  ----------

NET DECREASE IN CASH                                              (31,394)    (12,163)

CASH, beginning of the period                                      95,191      31,065
                                                                ----------  ----------

CASH, end of period                                             $  63,797   $  18,902
                                                                ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
  Interest paid                                                 $   3,088   $   3,360
                                                                ==========  ==========
  Income taxes paid                                             $       -   $       -
                                                                ==========  ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOWS INFORMATION:
  Cancellation of stock options                                 $       -   $  40,000
                                                                ==========  ==========
</TABLE>

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


                                     Page 5
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (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 six month period
ended  June  30, 2005, may not necessarily be indicative of the results that may
be  expected  for  the  year  ended  December  31,  2005.


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.  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 period, 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 period, 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.


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, New Zealand
and British Columbia, operations are currently managed from Washington State and
British  Columbia.


                                     Page 6
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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  June 30, 2005, management expects these assets to be
fully  recoverable.

Depreciation  expense  amounted to $ 4,687 and $7,004 for the three months ended
June 30, 2005 and 2004, respectively, and $ 9,374 and $14,007 for the six months
ended  June  30,  2005  and  2004,  respectively.


                                     Page 7
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (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 30 days of receipt for a full refund excluding shipping
and  handling.  The  Company  provides  an allowance for returns based upon past
experience.  Revenue  related  to  the sale of third party products is generally
recorded at gross amounts with a corresponding charge to cost of sales.  Certain
third  party  products  are  sold  on a commission basis and only the commission
income  is  recorded  for  these  sales.


Shipping and handling
---------------------
Shipping  and  handling costs are included in cost of sales.  Amounts paid to us
by  customers  for  shipping  and  handling  charges  are included in net sales.


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

Research  and  development  costs  are  expensed as incurred 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


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

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


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.


                                     Page 8
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


Income  taxes  (continued)
--------------------------

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


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

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

SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123") and SFAS No.
148,  "Accounting  for Stock-Based Compensation - Transition and Disclosure - an
amendment  of FASB Statement No. 123" ("SFAS 148") require disclosures as if the
Company  had  applied  the  fair value method to employee awards rather than the
intrinsic  value  method.  The  fair value of stock-based awards to employees is
calculated  through  the  use  of option pricing models, even though such models
were developed to estimate the fair value of freely tradable, fully transferable
options  without  vesting  restrictions,  which  differ  significantly  from the
Company's  stock  option  awards.  These  models  also  require  subjective
assumptions,  including  future  stock  price  volatility  and  expected time to
exercise,  which greatly affect the calculated values.  The Company's fair value
calculations  for  awards  from  stock  option  plans  were  made  using  the
Black-Scholes  option  pricing  model.


                                     Page 9
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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

The following is a summary of stock options outstanding under the existing stock
option  plan  for the six months ended June 30, 2005 and year ended December 31,
2004:

<TABLE>
<CAPTION>
                                                      Number of Shares
                                              --------------------------------  Weighted
                                                                                 Average
                                                           Non-                 Exercise
                                              Employee   Employee     Totals      Price
                                              --------  ----------  ----------  ---------

<S>                                           <C>       <C>         <C>         <C>
Balance, January 1, 2004                             -  1,091,000   1,091,000   $    1.55
  Granted on May 31, 2004                            -    300,000     300,000   $    0.35
  Exercised during the year                          -     (2,000)     (2,000)  $    0.50
  Cancelled during the year                          -   (340,000)   (340,000)  $    1.60
                                              --------  ----------  ----------

Balance, June 30, 2005 and December 31, 2004         -  1,049,000   1,049,000   $    0.49
                                              ========  ==========  ==========
</TABLE>

During  the  period ended June 30, 2005 and 2004, there were no options granted.
Of  the  stock  options  currently  outstanding,  592,500  options are currently
exercisable at a weighted average exercise price of $0.53.  These options expire
at  dates  ranging  between  March  31,  2006  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:


                                    Page 10
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

For the six months ended June 30:

<TABLE>
<CAPTION>
                                                                   2005       2004
                                                                 --------  ----------
<S>                                                              <C>       <C>
Net income (loss) as reported                                    $351,797  $(124,777)
Deduct:
  Total stock based employee compensation determined under
  fair value method for all awards, net of related tax effects          -          -
                                                                 --------  ----------

Pro forma net income (loss)                                      $351,797  $(124,777)
                                                                 ========  ==========

Earnings (loss) per share:
  Basic - as reported                                            $   0.03  $   (0.01)
                                                                 ========  ==========
  Basic - pro forma                                              $   0.03  $   (0.01)
                                                                 ========  ==========

  Diluted - as reported                                          $   0.03  $   (0.01)
                                                                 ========  ==========
  Diluted - pro forma                                            $   0.03  $   (0.01)
                                                                 ========  ==========
</TABLE>

For  the  three  months  ended  June  30:

<TABLE>
<CAPTION>
                                                                   2005       2004
                                                                 --------  ----------
<S>                                                              <C>       <C>
Net income (loss) as reported                                    $ 77,091  $ (50,494)
Deduct:
  Total stock based employee compensation determined under
  fair value method for all awards, net of related tax effects          -          -
                                                                 --------  ----------

Pro forma net income (loss)                                      $ 77,091  $ (50,494)
                                                                 ========  ==========

Earnings (loss) per share:
  Basic - as reported                                            $   0.01  $   (0.00)
                                                                 ========  ==========
  Basic - pro forma                                              $   0.01  $   (0.00)
                                                                 ========  ==========

  Diluted - as reported                                          $   0.01  $   (0.00)
                                                                 ========  ==========
  Diluted - pro forma                                            $   0.01  $   (0.00)
                                                                 ========  ==========
</TABLE>


                                    Page 11
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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

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

Method  of  Presentation
------------------------

Certain  amounts  in  the  2004  financial  statements have been reclassified to
conform  to  the  2005  presentation.

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

Financial instruments, which potentially subject the Company to concentration of
credit risk include cash and accounts receivable.  The Company maintains cash in
bank  accounts  that, at times, may exceed federally insured limits.  As of June
30,  2005,  the Company did not exceed the federally insured limit.  The Company
has  not  experienced any losses in such accounts and believes it is not exposed
to any significant risks on its cash in bank accounts.  As of June 30, 2005, all
of  the  Company's  accounts  receivable  were  due  from  nine  customers.


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 "Disclosures About Fair
Value  of  Financial  Instruments"  ("SFAS 107") 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


                                    Page 12
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  3  -  FINANCIAL  INSTRUMENTS  (CONTINUED)

instrument  could be exchanged in a current transaction between willing parties.
The  following  methods  and  assumptions  were  used  to  estimate  fair value:

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


NOTE  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  is  five  years  starting  May 18, 1998. The agreement
automatically  and  continually renews for successive additional five-year terms
unless  RJML  is  in material default and is notified in writing at least thirty
days  prior  to  the  end  of the then current term that the inventor intends to
terminate  the  agreement.

On  July  1,  1998,  RJML entered into a production agreement with The Broadcast
Arts  Group,  Inc. ("BAG") for the creation of infomercials of Smart 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
-----------

On  August  17,  1999,  WSL entered into a production agreement with BAG for the
creation of infomercials of Derma Wand.  WSL pays all necessary expenses for the
creation of the infomercials and after completion, will retain all rights, title
and  interest  arising  under the U.S. Copyright Act, the U.S. Trademark Act and
all other applicable laws, rules and regulations in and to the entire editorial,
visual,  audio  and  graphic  content  of the infomercials.  In consideration of
services  rendered by BAG, WSL shall pay a royalty based on adjusted revenues or
units sold depending on various scenarios defined in the agreement.  The initial
term  of  this  agreement  is  until  August  31,  2002.  Upon  expiration, this
agreement  automatically  and  continually  renews  for  successive  additional
three-year  terms  unless  either party is in material breach or the other party
notifies the breaching party in writing at least thirty days prior to the end of
the then current term. During the quarter ended March 31, 2005 the agreement was
amended such that royalties payable on units sold after December 31, 2004 cease.


                                    Page 13
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)


On  October  15,  1999,  WSL  entered  into  an  endorsement  agreement  with an
individual  for  her  appearance in a Derma Wand 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  is  five  years  starting  October  15, 1999.  The agreement
automatically  and  continually renews for successive additional five-year terms
unless  RJML  is  in material default and is notified in writing at least thirty
days  prior  to  the end of the then current term that the individual intends to
terminate  the  agreement.

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


Bondzalot
---------

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

                                    Page 14
<PAGE>

                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)


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.

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,  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.


                                    Page 15
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)




NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

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 our rights to advertise,
promote,  market, sell or otherwise distribute TwinTech(TM) we received $800,000
from  COC.  From  these funds, we have 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 June 30, 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.  At  present,  management is not aware of any
claims  against  the  Company  for  any  products  sold.

On  October  15, 2002, the Company entered into an operating lease agreement for
office  facilities  for its international operations from an unrelated party for
approximately  $3,600 per month for the first 12 months and approximately $4,000
per  month  for  the subsequent 24 months.  The term of the lease is three years
commencing  January  1,  2003  and  ending  December  31,  2005.


NOTE  5  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted  to $456,201  as of June 30, 2005 .  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  received  and  repaid  short-term advances from shareholders,
officers  and directors of the Company.  These (repayments) advances amounted to
$(320)  as  of  June  30,  2005.  These advances bear no interest and are due on
demand.  It  is  anticipated  that  these (repayments) advances will be (repaid)
paid  within  one year.  These advances are included in "Due to related parties"
on  the  accompanying  consolidated  balance  sheets.


                                    Page 16
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


NOTE  5  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

The  Company  has  a  note  payable  to a shareholder in the amount of $590,723.
During  2003,  the  shareholder agreed to forego all interest owed in connection
with  this  note  and  has amended the note to reflect this.  A gain of $148,483
($0.01 per share) was recorded in connection with the amount of accrued interest
forgiven  on  the  note.  The  note  is  unsecured

NOTE  6  -  CAPITAL  TRANSACTIONS

During  the  six  months  ended  June  30,  2005,  no  shares  were  issued.

NOTE  7  -  BASIC  AND  FULLY  DILUTED  LOSS  PER  SHARE

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

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


                                    Page 17
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)


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


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

<TABLE>
<CAPTION>
                                              Income        Shares       Per Share
For the six months ended June 30, 2005:    (Numerator)   (Denominator)    Amount
---------------------------------------    ------------  -------------  -----------
<S>                                        <C>           <C>            <C>
Basic earnings per share
------------------------

Income available to common shareholders    $   351,797      10,635,188  $     0.03
                                           ============  =============  ===========


Fully diluted earnings per share
--------------------------------

Income available to common shareholders    $   351,797      10,754,770  $     0.03
                                           ============  =============  ===========


                                               Loss         Shares       Per Share
For the six months ended June 30, 2004:     (Numerator)  (Denominator)    Amount
---------------------------------------    ------------  -------------  -----------

Basic loss per share
--------------------

Loss available to common shareholders      $  (124,777)     10,613,624  $    (0.01)
                                           ============  =============  ===========

Fully diluted loss per share
----------------------------

Loss available to common shareholders      $  (124,777)     10,613,624  $    (0.00)
                                           ============  =============  ===========


                                              Income        Shares       Per Share
For the three months ended June 30, 2005:   (Numerator)  (Denominator)    Amount
---------------------------------------    ------------  -------------  -----------

Basic earnings per share
------------------------

Income available to common shareholders    $    77,091      10,635,188  $     0.01
                                           ============  =============  ===========

Fully diluted earnings per share
--------------------------------

Income available to common shareholders    $    77,091      10,751,282  $     0.01
                                           ============  =============  ===========


                                               Loss         Shares       Per Share
For the three months ended June 30, 2004:   (Numerator)  (Denominator)    Amount
---------------------------------------    ------------  -------------  -----------

Basic loss per share
--------------------

Loss available to common shareholders      $   (50,494)     10,635,188  $    (0.00)
                                           ============  =============  ===========

Fully diluted loss per share
----------------------------

Loss available to common shareholders      $   (50,494)     10,635,188  $    (0.00)
                                           ============  =============  ===========
</TABLE>


                                    Page 18
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)



NOTE  8  -  INCOME  TAXES

Apart  from  the past two quarters, 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 $1,200,000 related to US
federal,  foreign and state jurisdictions through June 30, 2005.  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>
                                                          June 30, 2005
                                                          ---------------
<S>                                                       <C>
Net operating loss                                        $      261,000
Basis of investments                                           2,327,000
Basis of intangibles                                             428,000
Basis of stock options                                           103,000
Accumulated amortization                                         107,000
Accumulated depreciation                                          (2,000)
State taxes                                                     (132,000)
                                                          ---------------
  Total deferred tax assets                                    3,224,000
Valuation allowance                                           (3,224,000)
                                                          ---------------
  Net deferred tax assets                                 $            -
                                                          ===============
</TABLE>


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.


                                    Page 19
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2005
                                  (Unaudited)

NOTE 9 - SEGMENT REPORTING (CONTINUED)

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

<TABLE>
<CAPTION>
                              For the six months ended June 30, 2005         For the six months ended June 30, 2004
                          --------------------------------------------  ----------------------------------------------
                            Domestic    International       Totals        Domestic      International       Totals
                          ------------  --------------  --------------  -------------  ---------------  --------------
<S>                       <C>           <C>             <C>             <C>            <C>              <C>
Net sales                 $    800,000  $      656,934  $    1,456,934  $     60,154   $      355,660   $     415,814
Cost of sales                  300,000         320,126         620,126        27,716          179,445         207,161
                          ------------  --------------  --------------  -------------  ---------------  --------------
Gross profit                   500,000         336,808         836,808        32,438          176,215         208,653
                          ------------  --------------  --------------  -------------  ---------------  --------------

Operating expenses:
  Depreciation                   5,147           4,227           9,374         2,026           11,981          14,007
  General and                  134,726         110,633         245,359        33,195          196,268         229,463
    administrative
  Selling and marketing        118,207          97,068         215,275         9,685           57,261          66,946
  Rent                           6,542           5,373          11,915         2,843           16,811          19,654
                          ------------  --------------  --------------  -------------  ---------------  --------------
Total operating expense        264,622         217,301         481,923        47,749          282,321         330,070
                          ------------  --------------  --------------  -------------  ---------------  --------------

Operating income (loss)   $    235,378  $      119,507  $      354,885  $    (15,311)  $     (106,106)  $    (121,417)
                          ============  ==============  ==============  =============  ===============  ==============
</TABLE>

<TABLE>
<CAPTION>
                             For the three months ended June 30, 2005         For the three months ended June 30, 2004
                          ----------------------------------------------  ------------------------------------------------
                             Domestic     International       Totals         Domestic      International       Totals
                          --------------  --------------  --------------  --------------  ---------------  ---------------
<S>                       <C>             <C>             <C>             <C>             <C>              <C>
Net sales                 $            -  $      418,116  $      418,116  $       30,444  $      259,160   $      289,604
Cost of sales                          -         179,766         179,766           9,608         132,859          142,467
                          --------------  --------------  --------------  --------------  ---------------  ---------------
Gross profit                           -         238,350         238,350          20,836         126,301          147,137
                          --------------  --------------  --------------  --------------  ---------------  ---------------

Operating expenses:
  Depreciation                         -           4,687           4,687             736           6,268            7,004
  General and                          -         145,810         145,810          14,465         123,136          137,601
    administrative
  Selling and marketing                -           4,033           4,033           4,329          36,852           41,181
  Rent                                 -           5,722           5,722           1,034           8,804            9,838
                          --------------  --------------  --------------  --------------  ---------------  ---------------
Total operating expense                -         160,252         160,252          20,564         175,060          195,624
                          --------------  --------------  --------------  --------------  ---------------  ---------------

Operating income (loss)   $            -  $       78,098  $       78,098  $          272  $      (48,759)  $      (48,487)
                          ==============  ==============  ==============  ==============  ===============  ===============
</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.  Although the
Company  generated positive cash flows from operating activities during the past
two  quarters,  the Company, for the most part, has experienced recurring losses
from  operations.  In  addition, the Company has a working capital deficiency of
approximately $420,000 and an accumulated deficit of approximately $1,200,000 as
of  June  30,  2005.  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 and working
capital  deficiency.


                                    Page 20
<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.


                                    Page 21
<PAGE>
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

Comparison  of  Quarterly  Results

The  following  discussion  compares  our  results of operations for the quarter
ended  June  30,  2005,  with  the  quarter  ended  June  30,  2004.

Revenues

Our  revenues increased to approximately $419,000 for the quarter ended June 30,
2005,  up from approximately $290,000 recorded during the comparative quarter in
2004, a 45% increase. Our Derma Wand product generated  $392,000 in revenues, an
increase of 48% over the same period in 2004 and almost one and a half times the
revenues for all products sold during the three months ended June 30, 2004.  All
revenues  recorded  during the quarter ended June 30, 2005 were generated by our
own  products,  compared  to  almost  95%  during the comparative period in 2004

Gross  Margin

Gross  margin  percentage  increased  to approximately 57% for the quarter ended
June  30,  2005,  compared  to  approximately 50% for the quarter ended June 30,
2004.  The increase in gross margin percentage was primarily due to the revenues
generated  from  Derma Wand  sales.  During  the quarter ended June 30, 2005, we
received  gross margins of approximately $236,000 for Derma Wand, whereas in the
quarter  ended  June  30,  2004,  we received gross margins of only $171,000 for
Derma  Wand.


                                    Page 22
<PAGE>
Operating  Expenses

Total  operating expenses decreased to approximately $160,000 during the quarter
ended  June  30, 2005, from approximately $195,000 during the quarter ended June
30,  2004,  down  approximately  $35,000,  or  18%.  This decrease is attributed
primarily  to  three factors; no media costs were incurred during the quarter as
compared to $20,600 during the quarter ended June 30, 2004, no answering service
costs  were  incurred  as  compared  to $5,650 during the quarter ended June 30,
2005, and finally only $1,200 in sample costs were incurred during the period as
compared  to  $6,200  during  the  quarter  ended  June  30,  2005.

Net  Income

Apart  from  the  past  three  quarters, we have not achieved profitability on a
consistent  or  annualized  basis.  Our  net  income  of  almost $78,000 for the
quarter  ended  June 30, 2005 follows up first quarter 2005 net income of almost
$275,000.  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 June 30, 2005, we had approximately $64,000 in cash on the books, compared to
approximately  $95,000  at December 31, 2004.  We experienced negative cash flow
from  operations of approximately $31,500 in the second quarter of 2005 compared
to  a  negative  cash flow from operations of approximately $34,800 for the same
period in 2004.  The negative cash flow from operations was a combination of net
income,  a slight increase to accounts receivable, a decrease in inventories and
a  decrease  in  payables  and  accrued  liabilities.  In  2004,  we  relied  on
shareholder  advances  to  fund  operations.

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

The  Company  has  granted  1,049,000 stock options; 900,000 at $0.35, 54,000 at
$0.50,  35,000  at  $1.50  and  60,000  at $2.00.  All option grants vest over a
five-year  period.  To date, a total of 26,000 stock options have been exercised
at  $0.50  for  proceeds of $13,000.  If the optionees exercise the remainder of
these  options  as  they vest, we will receive $514,500 in capital.  We estimate
that  the  $0.50  options  granted on September 28, 2001 will result in non-cash
compensation  expense  of  approximately $32,000 that we will recognize over the
next  two  years  as  services  are  rendered by the optionees.  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  June  30,  2005.

Apart  from  the  past three quarters, we have experienced recurring losses from
operations  and  have experienced negative cash flows from operating activities.
In  addition,  the  Company  has  a  working capital deficiency of approximately
$421,000  and  an accumulated deficit of approximately $1,200,000 as of June 30,
2005.  These  recurring  losses  and  our need for additional capital to sustain
operations  has  led


                                    Page 23
<PAGE>
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

Based  on  the evaluation of the Company's disclosure controls and procedures as
of  a  date  within 90 days of the filing date of this quarterly report, each of
Kelvin  Claney,  our  Chief  Executive  Officer,  and  Karl  Redekopp, our Chief
Financial  Officer,  have  concluded that our disclosure controls and procedures
are  effective  in  ensuring  that  information  required to be disclosed by the
Company  in  the  reports that it files or submits under the Securities Exchange
Act  of 1934, as amended, is recorded, processed, summarized and reported within
the  time  periods  and  requirements  specified  by the Securities and Exchange
Commission's  rules  and  forms.

There  were  no significant changes in our internal controls or in other factors
that  could  significantly affect these controls subsequent to the date of their
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses


                                    Page 24
<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 June 30, 2005


                                    Page 25
<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: August 19, 2005                  By:       /s/ Kelvin Claney
                                          -----------------------------
                                       Name:  Kelvin Claney
                                       Title: Chief Executive Officer


Date: August 19, 2005                  By:      /s/ Karl Redekopp
                                          -----------------------------
                                       Name:  Karl Redekopp
                                       Title: Chief Financial Officer


                                    Page 26