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 March 31, 2004
                                         --------------


[ ] 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, Washington 98110
           -----------------------------------------------------------
                    (Address of principal executive offices)


                                 (206) 842-3729
                                 --------------
                           (Issuer's telephone number)


         (Former name or former address, if changed since last report.)

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 May 14, 2004, 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 OF CONTENTS


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

ITEM 1.  FINANCIAL STATEMENTS                                                  1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS                                             20

ITEM 3.  CONTROLS AND PROCEDURES                                              23



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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                     24

SIGNATURES


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


ITEM 1.  FINANCIAL STATEMENTS

        Report of Independent Certified Public Accountants                     2

        Consolidated Balance Sheets as of March 31, 2004 (unaudited)
           and December 31, 2003                                               3

        Consolidated Statements of Operations for the three
           months ended March 31, 2004 and 2003 (unaudited)                    4

        Consolidated Statements of Shareholders' Deficit for the
           three months ended March 31, 2004 (unaudited) and year
           ended December 31, 2003                                             5

        Consolidated Statements of Cash Flows for the three
          months ended March 31, 2004 and 2003 (unaudited)                     6

        Notes to the Consolidated Financial Statements                      7-19


                                     Page 1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
International Commercial Television Inc. and Subsidiaries
Bainbridge Island, Washington


We  have  reviewed  the accompanying consolidated balance sheet of International
Commercial  Television  Inc.  and  Subsidiaries  as  of  March 31, 2004, and the
related  consolidated  statements of operations, shareholders' deficit, and cash
flows  for  the  periods  ended  March  31,  2004  and  2003, in accordance with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these  consolidated financial statements is the representation of the management
of  International  Commercial  Television  Inc.  and  Subsidiaries.

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

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

As  discussed  in Note 11,  certain  conditions indicate that the Company may be
unable  to  continue as a going concern. The accompanying consolidated financial
statements  do  not  include  any adjustments that might be necessary should the
Company  be  unable  to  continue  as  a  going  concern.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United  States  of America, the consolidated balance sheet of
International  Commercial  Television  Inc.  and Subsidiaries as of December 31,
2003,  and  the  related  consolidated  statements  of operations, shareholders'
equity and cash flows for the year then ended (not presented herein); and in our
report  dated  April  13,  2004,  we included an explanatory paragraph regarding
substantial  doubt about the Company's ability to continue as a going concern on
those  consolidated  financial  statements.  In our opinion, the information set
forth in the accompanying consolidated balance sheet as of December 31, 2003, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet  from  which  it  has  been  derived.



/s/ Moore Stephens Wurth Frazer and Torbet, LLP
Orange, California
May  13, 2004


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

                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
                  (See Independent Accountants' Review Report)
                   ------------------------------------------


                                                    March 31,     December 31,
                                                   ------------  --------------
                                                       2004           2003
                                                   ------------
                                                   (unaudited)
                                                   ------------
<S>                                                <C>           <C>
                            ASSETS
                            ------

CURRENT ASSETS:
  Cash                                             $    20,807   $      31,065
  Accounts receivable                                   77,075          17,926
  Inventory, net                                        48,219          24,523
  Prepaid expenses and deposits                         18,542          18,542
                                                   ------------  --------------
    Total current assets                               164,643          92,056
                                                   ------------  --------------

PROPERTY AND EQUIPMENT:
  Furniture and equipment                              110,869         110,869
  Less accumulated depreciation                         55,531          48,528
                                                   ------------  --------------
    Property and equipment, net                         55,338          62,341
                                                   ------------  --------------

      Total assets                                 $   219,981   $     154,397
                                                   ============  ==============


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

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities         $   502,331   $     409,981
  Due to related parties                               481,215         434,699
                                                   ------------  --------------
    Total current liabilities                          983,546         844,680
                                                   ------------  --------------

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

SHAREHOLDERS' DEFICIT:
  Common stock                                             536             534
  Additional paid-in-capital                           215,285         254,287
  Accumulated deficit                               (1,522,109)     (1,447,827)
  Unearned compensation                                (48,000)        (88,000)
                                                   ------------  --------------
    Total shareholders' deficit                     (1,354,288)     (1,281,006)
                                                   ------------  --------------

      Total liabilities and shareholders' deficit  $   219,981   $     154,397
                                                   ============  ==============

The accompanying notes are an integral part of this statement.
</TABLE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                  (See Independent Accountants' Review Report)
                   ------------------------------------------


                                                          2004          2003
                                                      ------------  ------------
                                                      (unaudited)   (unaudited)
                                                      ------------  ------------
<S>                                                   <C>           <C>

NET SALES                                             $   126,211   $   517,689
COST OF SALES                                              57,757       178,090
                                                      ------------  ------------
GROSS PROFIT                                               68,454       339,599
                                                      ------------  ------------

OPERATING EXPENSES:
  Depreciation                                              7,003         7,797
  General and administrative                               91,862       176,183
  Selling and marketing                                    25,765        47,829
  Royalties                                                 6,937        80,529
  Rent                                                      9,816        16,742
                                                      ------------  ------------
    Total operating expenses                              141,383       329,080
                                                      ------------  ------------

OPERATING (LOSS) INCOME                                   (72,929)       10,519
                                                      ------------  ------------

OTHER EXPENSES:
  Interest expense                                          1,353        10,419
  Interest expense, shareholder                                 -         9,618
                                                      ------------  ------------
    Total other expenses                                    1,353        20,037
                                                      ------------  ------------

LOSS BEFORE INCOME TAXES                                  (74,282)       (9,518)

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

NET LOSS                                              $   (74,282)  $    (9,518)
                                                      ============  ============

BASIC LOSS PER SHARE                                  $     (0.01)  $     (0.00)
                                                      ============  ============

FULLY DILUTED LOSS PER SHARE                          $     (0.01)  $     (0.00)
                                                      ============  ============

The accompanying notes are an integral part of this statement.
</TABLE>


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

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


                               Common Stock         Common    Additional
                           ---------------------  -----------  ---------
                             $0.001 par value       Stock       Paid-In   Accumulated      Unearned
                           ---------------------  -----------  ---------  ------------  --------------
                             Shares      Amount    Committed    Capital     Deficit      Compensation      Totals
                           -----------  --------  -----------  ---------  ------------  --------------  ------------
<S>                        <C>          <C>       <C>          <C>        <C>           <C>             <C>
Balances, January 1, 2003  10,589,188   $   490   $   37,500   $325,131   $(1,266,916)  $    (194,000)  $(1,097,795)

Issuance of common stock       25,000        25      (37,500)    37,475             -               -             -

Stock options cancelled             -         -            -    (20,000)            -          20,000             -

Net loss                            -         -            -          -        (9,518)              -        (9,518)
                           -----------------------------------------------------------------------------------------

Balances, March 31, 2003   10,614,188       515            -    342,606    (1,276,434)       (174,000)   (1,107,313)

Issuance of common stock       24,000        24            -     11,976             -               -        12,000

Common stock returned to
  treasury and cancelled       (5,000)       (5)           -     (7,495)            -               -        (7,500)

Stock options cancelled             -         -            -    (92,800)            -          92,800             -

Amortization of deferred
  compensation under
  non-qualified stock
  option plan                       -         -            -          -             -          (6,800)       (6,800)

Net loss                            -         -            -          -      (171,393)              -      (171,393)
                           -----------------------------------------------------------------------------------------

Balances,
  December 31, 2003        10,633,188       534                 254,287    (1,447,827)        (88,000)   (1,281,006)

Issuance of common stock        2,000         2            -        998             -               -         1,000

Stock options cancelled             -         -            -    (40,000)            -          40,000             -

Net loss                            -         -            -          -       (74,282)              -       (74,282)
                           -----------------------------------------------------------------------------------------

Balances, March 31, 2004   10,635,188   $   536   $        -   $215,285   $(1,522,109)  $     (48,000)  $(1,354,288)
                           =========================================================================================

The accompanying notes are an integral part of this statement.
</TABLE>


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

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                (See Independent Accountants' Review Report)
                                 ------------------------------------------


                                                                           2004          2003
                                                                       ------------  ------------
                                                                       (unaudited)   (unaudited)
                                                                       ------------  ------------
<S>                                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                             $   (74,282)  $    (9,518)
  Adjustments to reconcile net loss to net cash (used in) provided by
    operating activities:
      Depreciation                                                           7,003         7,797
      Increase in accounts receivable                                      (59,149)       (4,266)
      Increase in inventory                                                (23,696)            -
      Decrease in prepaid expenses                                               -           392
      Increase in accounts payable and accrued liabilities                  92,350        38,907
                                                                       ------------  ------------
        Net cash (used in) provided by operating activities                (57,774)       33,312
                                                                       ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                                            -        (1,957)
                                                                       ------------  ------------
      Net cash provided by (used in) investing activities                        -        (1,957)
                                                                       ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from related parties                                             68,853        13,078
  Payments to related parties                                             (22,337)      (63,698)
  Accrued interest on note payable to shareholder                                -         9,618
  Proceeds from issuance of common stock                                     1,000             -
                                                                       ------------  ------------
      Net cash provided by (used in) financing activities                   47,516       (41,002)
                                                                       ------------  ------------

NET DECREASE IN CASH                                                       (10,258)       (9,647)

CASH, beginning of the period                                               31,065        21,008
                                                                       ------------  ------------

CASH, end of period                                                    $    20,807   $    11,361
                                                                       ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest expense paid                                                $     1,353   $    10,419
                                                                       ============  ============
  Income taxes paid                                                    $         -   $         -
                                                                       ============  ============

The accompanying notes are an integral part of this statement.
</TABLE>


                                     Page 6
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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 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 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.

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

The  Company  sells  various  consumer  products.  The  products  are  primarily
marketed  and  sold  through infomercials.  The products are sold throughout the
United  States and internationally via the infomercials.  Although the companies
are  incorporated  in  Nevada and 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.

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

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


                                     Page 7
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

In  December  2003, the FASB revised Statement of Financial Accounting Standards
No  132  (revised  2003),  "Employer's  Disclosure about Pensions and Other Post
Retirement  Benefits," ("SFAS No. 132(R)").  SFAS No. 132(R) amends SFAS No. 87,
"Employers'  Accounting  for  Pensions," SFAS No. 88, "Employers' Accounting for
Settlements  and  Curtailments  of  Defined  Benefit  Pension  Plans  and  for
Termination  Benefits,"  and  SFAS  No.  106,  "Employers'  Accounting  for
Postretirement  Benefits  Other  Than  Pensions."  This  Statement  retains  the
disclosure requirements contained in SFAS No. 132, "Employers' Disclosures about
Pensions  and  Other  Postretirement  Benefits,"  which  it  replaces.  It  also
requires  additional disclosures to those in the original SFAS No. 132 about the
assets,  obligations,  cash  flows,  and  net  periodic  benefit cost of defined
benefit  pension  plans  and  other  defined  benefit postretirement plans.  The
adoption  of  this  statement did not have a significant impact on the financial
condition  or  results  of  operations  of  the  Company.

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

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

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

Financial instruments, which potentially subject the Company to concentration of
credit  risk, include cash and trade receivables.  The Company maintains cash in
bank  accounts that, at times, may exceed federally insured limits.  As of March
31,  2004,  the  Company  did  not  exceed  the  federally  insured


                                     Page 8
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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
March  31,  2004  and  December 31, 2003, all of the Company's trade receivables
were  due  from  seven  and  four  customers,  respectively.

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

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

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

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

Inventory
---------

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

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

Property and equipment are carried at cost and depreciation is computed over the
estimated  useful  lives  of  the  individual  assets ranging from 3 to 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 December 31, 2003, management expects these assets to be
fully  recoverable.

Depreciation  expense  amounted  to $7,003 and $7,797 for the three months ended
March  31,  2004  and  2003,  respectively.

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.


                                     Page 9
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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.

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  ("SFAS 123"), "Accounting for Stock-Based Compensation" and SFAS
No.  148  (SFAS  148), "Accounting for Stock-Based Compensation - Transition and
Disclosure  -  an amendment of FASB Statement No. 123" 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 10
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

The  following  is  a  summary of stock options granted under the existing stock
option  plan  for  the three months ended March 31, 2004 and year ended December
31,  2003:

<TABLE>
<CAPTION>
                                       Number of Shares
                               ---------------------------------
                                             Non-                Exercise
                                          ----------             --------
                               Employee    Employee     Totals    Price
                               ---------  ----------  ----------  ------
<S>                            <C>        <C>         <C>         <C>
Balance, January 1, 2003        350,000   1,289,000   1,639,000
  Cancelled during the year     (50,000)    (24,000)    (74,000)  $ 0.50
  Cancelled during the year    (300,000)   (150,000)   (450,000)  $ 2.00
                               ---------  ----------  ----------

Balance, December 31, 2003            -   1,115,000   1,115,000
  Cancelled during the period         -     (40,000)    (40,000)  $ 0.50
  Cancelled during the period         -    (150,000)   (150,000)  $ 2.00
                               ---------  ----------  ----------

Balance, March 31, 2004               -     925,000     925,000
                               =========  ==========  ==========
</TABLE>

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

During  the  period  ended  March  31,  2004,  there  were  no  options granted.

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>
                                                                  2004       2003
                                                                ---------  --------
<S>                                                             <C>        <C>
Net loss as reported                                            $(74,282)  $(9,518)
Deduct:
  Total stock based employee compensation determined under
  fair value method for all awards, net of related tax effects         -         -
                                                                ---------  --------

  Pro forma net loss                                            $(74,282)  $(9,518)
                                                                =========  ========

Earnings 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
                  (See Independent Accountants' Review Report)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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


NOTE  2  -  BUSINESS  ACQUISITION

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

The option exercise price is the issuance of an additional 500,000 shares of the
Company's  common  stock.  Upon  the exercise of the option, the assets acquired
will  be  recorded  at  BBIL's  historical  cost.

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

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


NOTE  3  -  LICENSE  AND  RECONVEYANCE  AGREEMENTS

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

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:


                                    Page 12
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  4  -  FINANCIAL  INSTRUMENTS

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  5  -  COMMITMENTS  AND  CONTINGENCIES

Smart  Stacks TM
-------------

On  May  18, 1998, RJML entered into a manufacturing, marketing and distribution
agreement  with  the  inventor  of  Smart  StacksTM.  Smart StacksTM is a set of
rotating  and  stacking  storage trays.  Pursuant to the agreement, the inventor
grants  to  RJML the exclusive right to manufacture, advertise, promote, market,
sell  and  distribute  Smart  StacksTM  worldwide  through  all  means.  In
consideration  of  the  grants  received,  RJML shall pay a royalty based on net
sales  depending  on various scenarios as defined in the agreement.  The initial
term  of  the  agreement  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 StacksTM.
RJML  pays all necessary expenses for the creation of the infomercials and after
completion,  will  retain  all rights, title and interest arising under the U.S.
Copyright  Act,  the U.S. Trademark Act and all other applicable laws, rules and
regulations in and to the entire editorial, visual, audio and graphic content of
the  infomercials.  In consideration of services rendered by BAG, RJML shall pay
a royalty based on RJML's adjusted gross sales depending on various scenarios as
defined  in  the  agreement.  This agreement has an indefinite term, however, it
may  be  terminated  upon thirty days written notice under certain conditions as
defined  in  the  agreement.

Derma  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.

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.


                                    Page 13
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Derma Wand (continued)
----------------------

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

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

Nail Dazzle
-----------

On  April  10,  2002,  the Company entered into a production agreement with BAG.
Pursuant  to  the  agreement,  BAG  shall  produce  a direct response television
commercial  in  120-second and 60-second versions for the purpose of advertising
and marketing a product known as Nail Dazzle.  In consideration for the services
received,  the  Company  shall  pay  a  royalty based on adjusted gross revenue,
depending  on various scenarios.  In addition, the Company shall pay royalty per
kit  for  international  television  kits  sold  and  international single color
cylinder  kits  sold.  This  agreement  shall  remain in effect unless and until
terminated by either parties in accordance with the provisions of the agreement.

On  April  16, 2002, the Company entered into an exclusive license and marketing
agreement  with  Select  Home  Products  ("SHP").  SHP has granted the exclusive
right  to  market  a  pen-style  nail  decorating device in the United States of
America.  In  consideration  for the right received, the Company shall pay SHP a
royalty  based  on a fully packed kit of ten units of single color of the device
or  the  pro-rata  equivalent  per  individual unit of color of the device.  The
initial  term  of  the  agreement  is  five  years starting April 16, 2002.  The
agreement  automatically  and  continually renews for successive additional five
year  terms  unless  the  Company  is  in  default.

The  Company  has committed to purchase from SHP $100,000 worth of the device by
July  31, 2002.  As of December 31, 2002, the Company had not purchased $100,000
worth  of  the device.  SHP has agreed to extend the deadline until such time as
the $100,000 commitment has been met.  In addition, the Company has committed to
purchase on an annual basis beginning July 31, 2002, for five consecutive years,
the  following  amounts  of  single  units  of  color  of  the  device:

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

In  April  2003, the Company sold certain trademarks, a domain name, copyrights,
infomercials and inventory, all relating to Nail Dazzle to a retail distribution
company  (the  "Purchaser").  All  commitments  entered  into  by the Company in
connection  with  Nail  Dazzle  have  been  transferred  to  and  assumed by the
Purchaser.  In  consideration  for the sale, SHP has agreed to pay the Company a
fixed  percentage  of  royalty  payments  received  from  the  Purchaser.


                                    Page 14
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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  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.

IBIZ
----

On  September  6,  2002, the Company entered into an exclusive license agreement
with  IBIZ, Inc. and its principal (collectively, "IBIZ").  IBIZ has granted the
exclusive  right,  subject  to  certain conditions, to market certain automotive
care  and  appearance  products  through  almost  all forms of distribution on a
worldwide  basis.

In  consideration  for  the  right  received, the Company shall pay a royalty at
varying  rates  depending on various scenarios starting at $0.50 per kit.  For a
certain  period  of  time,  IBIZ  will  also  grant to the Company the option to
purchase  certain  assets,  including  but  not  limited  to,  all  formulas,
specifications,  technical  drawings, patents, trademarks, copyrights, and trade
secrets  for the sum of $3 million, payable as to $1 million cash and $2 million
by  way  of the issuance of a promissory note with interest at Chase Manhattan's
prime  plus  2%  per  annum,  principal  and  interest  payable  in  quarterly
installments over three years and prepayable in full without penalty or premium.
The  initial  term of the agreement is five years starting September 6, 2002 and
shall  continue  in full force and effect unless terminated by mutual agreement.
Upon  expiration  of the initial five-year term, the agreement automatically and
continually renews for successive additional five-year terms, unless the Company
notifies  IBIZ  at  least  30  days  before  the  end  of the then current term.

During  the  year,  the  Company  cancelled  its  agreement  with  IBIZ,  Inc.


                                    Page 15
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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  TwinTechTM  Automotive  Engine  Treatment Additive.  In
addition  to  the production fee, the Company shall pay a royalty based on gross
sales  generated  from the infomercial.  The term of the agreement is five years
and  Real to Reel retains the right of first refusal for subsequent new shows to
further  promote  the  product.

On  April  28,  2003,  the  Company  entered  into  a  funding  agreement with a
shareholder,  whereby  the  shareholder  agrees to pay Real to Reel's production
fee,  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.

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

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

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

For the period from April 1, 2000 through December 31, 2003, 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.


                                    Page 16
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE  6  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted  to  $437,192  and $422,391 as of March 31, 2004 and December 31, 2003,
respectively.  Interest  rates charged during these periods ranged from 5.25% to
15.5%.  These  advances  are  included  in  "Due  to  related  parties"  on  the
accompanying  consolidated  balance  sheets.

The  Company  has  received  short-term advances from shareholders, officers and
directors  of the Company.  These advances amounted to $44,023 and $12,308 as of
March  31,  2004  and  December  31, 2003, respectively.  These advances bear no
interest  and  are due on demand.  It is anticipated that these advances will be
paid  within  one year.  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.
During  2003,  the  shareholder agreed to forego all interest owed in connection
with this note and has amended the note to reflect this.  The note is unsecured.

The  Company has made sales to entities controlled by directors and shareholders
of  the  Company.  Sales to these entities amounted to approximately $61,600 for
the  three  months  ended  March 31, 2003.  At March 31, 2003, the Company had a
receivable  of  $14,766  from  one  of  these  entities.


NOTE  7  -  CAPITAL  TRANSACTIONS

On  June  13,  2003,  5,000  shares  at  $1.50  per share, totaling $7,500, were
returned  to  treasury  and  cancelled.  55,000 shares were originally issued on
September  6, 2002 in consideration for certain property and equipment.  As part
of  another  transaction,  it was agreed to reduce the original consideration by
5,000  shares.

During  the  three  months ended March 31, 2004, 2,000 options were exercised at
$0.50  per  share,  for  a  total  of  $1,000.  During 2003, 24,000 options were
exercised  at  $0.50  per  share,  for  a  total  of  $12,000.


NOTE  8  -  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
                  (See Independent Accountants' Review Report)


NOTE  8  -  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 three months ended March 31, 2004:  (Numerator)   (Denominator)    Amount
------------------------------------------  ------------  -------------  -----------
<S>                                         <C>           <C>            <C>
Basic and fully diluted income per share
----------------------------------------

Loss available to common shareholders       $   (74,282)     10,634,990  $    (0.01)
                                            ============  =============  ===========


                                               Income        Shares       Per Share
                                            ------------  -------------  -----------
For the three months ended March 31, 2003:   (Numerator)  (Denominator)    Amount
------------------------------------------  ------------  -------------  -----------

Basic and fully diluted income per share
----------------------------------------

Loss available to common shareholders       $    (9,518)     10,611,688  $    (0.00)
                                            ============  =============  ===========
</TABLE>


NOTE 9 - INCOME TAXES

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

The  Company  had net operating losses of approximately $2,040,000 related to US
federal, foreign and state jurisdictions through December 31, 2003.  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  as  of  March  31:

<TABLE>
<CAPTION>
                               2004          2003
                           ------------  ------------
<S>                        <C>           <C>

Net operating loss         $   420,000   $   341,000
Basis of investments         2,327,000     2,430,000
Basis of intangibles           428,000       428,000
Basis of stock options         103,000             -
Accumulated amortization       113,000       (87,000)
Accumulated depreciation        (8,000)       (8,000)
State taxes                   (137,000)     (126,000)
                           ------------  ------------
  Total deferred tax assets  3,246,000     2,978,000
Valuation allowance         (3,246,000)   (2,978,000)
                           ------------  ------------
  Net deferred tax assets  $         -   $         -
                           ============  ============
</TABLE>


                                    Page 18
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

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


NOTE 10 - 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               For the three months
                                    ended March 31, 2004                 ended March 31, 2003
                          --------------------------------------  -----------------------------------
                           Domestic    International    Totals    Domestic   International    Totals
                          ----------  ---------------  ---------  ---------  --------------  --------
<S>                       <C>         <C>              <C>        <C>        <C>             <C>
Net sales                 $  29,711   $       96,500   $126,211   $  52,559  $      465,130  $517,689
Cost of sales                15,745           42,012     57,757       3,500         174,590   178,090
                          ----------  ---------------  ---------  ---------  --------------  --------
Gross profit                 13,966           54,488     68,454      49,059         290,540   339,599
                          ----------  ---------------  ---------  ---------  --------------  --------

Operating expenses:
  Depreciation                1,648            5,355      7,003       1,126           6,671     7,797
  General and
    administrative           21,625           70,237     91,862      25,451         150,732   176,183
  Selling and marketing       6,065           19,700     25,765       6,910          40,919    47,829
  Royalties                   1,633            5,304      6,937      11,633          68,896    80,529
  Rent                        2,311            7,505      9,816       2,419          14,323    16,742
                          ----------  ---------------  ---------  ---------  --------------  --------
Total operating expense      33,282          108,101    141,383      47,539         281,541   329,080
                          ----------  ---------------  ---------  ---------  --------------  --------

Operating income (loss)   $ (19,316)  $      (53,613)  $(72,929)  $   1,520  $        8,999  $ 10,519
                          ==========  ===============  =========  =========  ==============  ========
</TABLE>


NOTE  11  -  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
has  experienced  recurring  losses from operations and the Company had negative
cash  flows from operating activities for the three month period ended March 31,
2004.  In  addition,  the  Company  has  a  working  capital  deficiency  of
approximately $819,000 and an accumulated deficit of approximately $1,522,000 as
of  March  31,  2004.  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 19
<PAGE>
ITEM 2.  MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS  OF  OPERATIONS

Except  for  the  historical information presented in this document, the matters
discussed  in this Form 10-QSB, and specifically in 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 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


                                    Page 20
<PAGE>
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,
2004,  with  the  quarter  ended  March  31,  2003.

Revenues

Our revenues decreased to approximately $126,000 for the quarter ended March 31,
2004,  from  approximately  $518,000  for the quarter ended March 31, 2003, down
76%.  In 2004, as was the case in 2003, we focused on the international markets,
with  over  76%  of our revenue coming from international sales in comparison to
almost  90%  in  2003.  The  products  that  provided most of our revenue in the
quarter ended March 31, 2004, were our own products Derma Wand and Smart Stacks,
and  new  third-party  product  Sofabed.  Sales  of our own products made up the
majority  of  our revenues for the three months ended March 31, 2004, decreasing
to approximately $97,000 (76% of total revenue) from approximately $474,000 (92%
of  total revenues) for the same period in 2003.  During the quarter ended March
31,  2004,  our Derma Wand product generated $84,000 in sales, or roughly 67% of
our  total sales for the quarter in comparison to approximately $429,000 (83% of
total  sales)  for  the same period in 2003.  The products that provided most of
our  revenue  in  the  quarter  ended  March  31,  2003, were our Derma Wand and
BetterBlocks  products  and  third-party  product  Cybersonic.

Gross  Margin

Gross  margin  percentage  decreased  to  approximately 54% in the quarter ended
March 31, 2004, from approximately 66% in the quarter ended March 31, 2003.  The
decrease  in  gross  margin  percentage was primarily due to the proportionately
lower  sales  of  our  Derma  Wand  product  in the quarter ended March 31, 2004
compared  to  the  quarter ended March 31, 2003.  In the quarter ended March 31,
2004,  we  received  gross  margins  of approximately $52,000 for Derma Wand and
$14,000  for  Sofabed,  whereas in the quarter ended March 31, 2003, we received
gross  margins  of approximately $278,000 for Derma Wand, $36,000 for Cybersonic
and  $13,000  for  Nail  Dazzle.

Operating  Expenses

Total  operating  expenses  decreased  to  approximately $141,000 in the quarter
ended March 31, 2004, from approximately $329,000 in the quarter ended March 31,
2003,  down approximately $188,000, or 57%.  The majority of the decrease can be
attributed  to  decreases  in  general  and  administrative  expenses ($84,321),
royalties  ($73,592)  and  selling  and  marketing  expenses  ($22,064).  Lower
revenues  for  the  quarter  ended March 31, 2004 versus the same period in 2003
result  in  lower  royalties  and  selling  and  marketing  expenses.


                                    Page 21
<PAGE>
Net  Losses

To  date,  we  have  not  achieved  profitability.  Our  net  loss  increased to
approximately  $74,000  in  the quarter ended March 31, 2004, from approximately
$10,000  in  the  quarter  ended March 31, 2003.  The substantial decline in our
gross  margin  was  offset  somewhat  by  our  decreased operating expenses.  We
anticipate  that  until  a follow-up financing is completed, we will continue to
operate  at  a loss.  Market acceptance of the products we launch will also be a
determining  factor  as  to  whether  we  will  continue  to  operate at a loss.

PLAN  OF  OPERATION;  LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31, 2004, we had approximately $21,000 in cash on the books, compared
to  approximately $31,000 at December 31, 2003.  We generated negative cash flow
from  operations  of approximately $58,000 in the first quarter of 2004 compared
to  a  positive  cash flow from operations of approximately $33,000 for the same
period  in  2003.  We relied on shareholder advances in 2004 to fund operations.

We  have a note payable to The Better Blocks Trust ("BB Trust") in the amount of
approximately  $591,000,  which is due on November 1, 2004.  During 2003, the BB
Trust  agreed  to  forego  all  interest  owed  in  connection  with  this note.

To  date,  we  have  granted 925,000 stock options, 80,000 with a $0.50 exercise
price,  160,000  with  a  $2.00 exercise price and 685,000 with a $1.50 exercise
price.  If the optionees exercise these options over the next five years as they
vest, we will receive approximately $1,375,000 in capital.  We estimate that the
$0.50 options granted on September 28, 2001 will result in non-cash compensation
expense  of approximately $48,000 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.  We
also estimate that we will disclose in the notes to our financial statements pro
forma  compensation expense of approximately $372,000 over the next two years in
accordance  with  the  fair  value  based  method  prescribed  in  SFAS  123.

The  Company  has  experienced recurring losses from operations and has negative
cash  flows  from operating activities for the years ended December 31, 2003 and
2002.  In  addition,  the  Company  has  a  working  capital  deficiency  of
approximately $819,000 and an accumulated deficit of approximately $1,520,000 as
of  March  31, 2004.  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  nine  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.


                                    Page 22
<PAGE>
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,  the  Chief Executive Officer of the Company, and Patrick Lavin,
the  Chief  Financial  Officer of the Company, have concluded that the Company's
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 the Company's 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 23
<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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 of Form 8-K were filed during the quarter ended March 31, 2004.


                                    Page 24
<PAGE>
                                   SIGNATURES

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

                                        INTERNATIONAL COMMERCIAL TELEVISION INC.


Date: May 14, 2004                      By:    /s/ Kelvin Claney
                                           ----------------------------------
                                        Name:  Kelvin Claney
                                        Title: Chief Executive Officer


Date: May 14, 2004                      By:    /s/ Patrick Lavin
                                           ----------------------------------
                                        Name:  Patrick Lavin
                                        Title: Chief Financial Officer


                                    Page 25
<PAGE>