UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-QSB




Mark
One





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





For the
quarterly period ended March 31,
2008








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





For the
transition period from __________ to __________





Commission
file number:     0-49638





INTERNATIONAL
COMMERCIAL TELEVISION INC.


(Exact
name of small business issuer as specified in its charter)





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








10245 Sunrise Place NE,
Bainbridge Island, WA  98110


(Address
of principal executive offices)








(206)
842-3729


(Issuer's
telephone number)








Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.


Yes S  No
£





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).


Yes £   No
S





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: As of May 10, 2008, the Issuer had 14,274,287
shares of common stock, par value $0.001 per share, issued and
outstanding.





Transitional
Small Business Disclosure Format (Check one): Yes £   No
S









TABLE OF CONTENTS








PART I -
      FINANCIAL INFORMATIONITEM
      1.
            FINANCIAL STATEMENTS
            1ITEM
      2.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION
            19ITEM
      3.
            CONTROLS AND PROCEDURES
            22PART II
      - OTHER INFORMATIONITEM
      6.
            EXHIBITS AND REPORTS ON FORM 8-K
            23SIGNATURES
            24


Table of Contents




PART I - FINANCIAL INFORMATION








ITEM
      1. FINANCIAL STATEMENTSConsolidated
      Balance Sheet as of March 31, 2008 (unaudited)
            2Consolidated
      Statements of Operations for the three months ended March 31, 2008 and
      2007 (unaudited)
            3Consolidated
      Statements of Deficiency in Assets for the three months ended March 31,
      2008 (unaudited)
            4Consolidated
      Statements of Cash Flows for the three months ended March 31, 2008 and
      2007 (unaudited)
            5Notes
      to the Consolidated Financial Statements
            6-18


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1
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INTERNATIONAL
COMMERCIAL TELEVISION INC. AND SUBSIDIARY




CONSOLIDATED
BALANCE SHEET


AS OF
MARCH 31, 2008


(Unaudited)








ASSETSCURRENT
      ASSETS:Cash
            
            $
            2,876,682Accounts
      receivable, net
            
            
            3,136,956Inventories
            
            
            557,449Prepaid
      expenses and deposits
            
            
            729,972Deferred
      tax asset less valuation allowance of $2,781,000
            
            
            -Total
      current assets
            
            
            7,301,059FURNITURE
      AND EQUIPMENT:Furniture
      and equipment
            
            
            154,280Less
      accumulated depreciation
            
            
            111,990Furniture
      and equipment, net
            
            
            42,290Total
      assets
            
            $
            7,343,349LIABILITIES AND
      SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued liabilities
            
            $
            1,069,960Accounts
      payable and accrued liabilities – related parties
            
            
            58,770Due
      to related parties
            
            
            52,715Total
      current liabilities
            
            
            1,181,445NOTE
      PAYABLE TO SHAREHOLDER
            
            
            590,723COMMITMENTS
      AND CONTINGENCIES (NOTE 4)SUBSEQUENT
      EVENT (NOTE 9)SHAREHOLDERS’
      EQUITY:Common
      stock, $0.001 par value, 100,000,000 shares authorized, 14,274,287 issued
      and outstanding as of  March 31, 2008
            
            
            4,181Additional
      paid-in-capital
            
            
            4,823,073Subscriptions
      received in advance
            
            
            100,750Retained
      earnings
            
            
            643,177Total
      shareholders’ equity
            
            
            5,571,181Total
      liabilities and shareholders’ equity
            
            $
            7,343,349








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


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2
 Table of Contents




INTERNATIONAL
COMMERCIAL TELEVISION INC. AND SUBSIDIARY




CONSOLIDATED
STATEMENTS OF INCOME


FOR THE
THREE MONTHS ENDED MARCH 31








2008
            
            
            2007(unaudited)
            
            
            (unaudited)NET
      SALESInfomercial
      products
            
            $
            3,668,758
            
            
            $
            1,683,0453,668,758
            
            
            
            1,683,045COST
      OF SALESInfomercial
      products
            
            
            1,021,567
            
            
            
            456,6691,021,567
            
            
            
            456,669GROSS
      PROFIT
            
            
            2,647,191
            
            
            
            1,226,376OPERATING
      EXPENSES:Depreciation
            
            
            1,660
            
            
            
            1,589General
      and administrative
            
            
            517,745
            
            
            
            166,702Selling
      and marketing
            
            
            2,029,436
            
            
            
            840,918Rent
            
            
            9,102
            
            
            
            7,879Total
      operating expenses
            
            
            2,557,943
            
            
            
            1,017,088OPERATING
      INCOME
            
            
            89,248
            
            
            
            209,288OTHER
      INCOME (EXPENSES):Interest
      income (expense)
            
            
            20,732
            
            
            
            (2,299
            )INCOME  BEFORE
      INCOME TAXES
            
            
            109,980
            
            
            
            206,989INCOME
      TAXESIncome
      tax expense
            
            
            37,393
            
            
            
            70,376Tax
      benefit from utilization of net operating loss carry
    forward
            
            
            (37,393
            )
            
            
            (70,376
            )INCOME
      TAXES
            
            
            -
            
            
            
            -NET
      INCOME
            
            $
            109,980
            
            
            $
            206,989BASIC
      INCOME PER SHARE
            
            $
            0.01
            
            
            $
            0.02DILUTED
      INCOME PER SHARE
            
            $
            0.01
            
            
            $
            0.02








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


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3
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INTERNATIONAL
COMMERCIAL TELEVISION INC. AND SUBSIDIARY




CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY








Common Stock
            
            
            Additional
            
            
            
            
            
            Subscriptions$0.001 par value
            
            
            Paid-In
            
            
            Accumulated
            
            
            Received inShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            Advance
            
            
            TotalsBalances,
      January 1, 2007
            
            
            10,693,188
            
            
            $
            594
            
            
            $
            464,728
            
            
            $
            (942,578
            )
            
            $
            -
            
            
            $
            (477,256
            )Issuance
      of common stock
            
            
            3,581,099
            
            
            
            3,587
            
            
            
            4,687,614
            
            
            
            -
            
            
            
            
            
            
            
            4,691,201Subscriptions
      received in advance
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            100,750
            
            
            
            100,750Stock
      issuance costs
            
            
            -
            
            
            
            -
            
            
            
            (329,269
            )
            
            
            -
            
            
            
            -
            
            
            
            (329,269
            )Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,475,775
            
            
            
            
            
            
            
            1,475,775Balances,
      December 31, 2007
            
            
            14,274,287
            
            
            
            4,181
            
            
            
            4,823,073
            
            
            
            533,197
            
            
            
            100,750
            
            
            
            5,461,201Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            109,980
            
            
            
            -
            
            
            
            109,980Balances,
      March 31, 2008
            
            
            14,274,287
            
            
            $
            4,181
            
            
            $
            4,823,073
            
            
            $
            643,177
            
            
            $
            100,750
            
            
            $
            5,571,181








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


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4
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INTERNATIONAL
COMMERCIAL TELEVISION INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR THE
THREE MONTHS ENDED MARCH 31







2008
            
            
            2007(unaudited)
            
            
            (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
            
            $
            109,980
            
            
            $
            206,989Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
            
            
            1,660
            
            
            
            1,589Increase
      in accounts receivable, net
            
            
            (282,786
            )
            
            
            (391,046
            )(Increase)
      decrease in inventories
            
            
            (187,900
            )
            
            
            72,235Increase
      in prepaid expenses and deposits
            
            
            (482,130
            )
            
            
            (112,461
            )Increase
      (decrease) in accounts payable and accrued liabilities
            
            
            (32,707
            )
            
            
            29,729Net
      cash used in  operating activities
            
            
            (873,883
            )
            
            
            (192,965
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Increase to
      property and equipment
            
            
            (34,111
            )
            
            
            -(34,111
            )
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from related parties
            
            
            44,605
            
            
            
            30,832Payments
      to related parties
            
            
            (48,873
            )
            
            
            (134,975
            )Subscriptions
      received in advance
            
            
            -
            
            
            
            413,249Net
      cash provided by  financing activities
            
            
            (4,268
            )
            
            
            309,106NET
      INCREASE (DECREASE) IN CASH
            
            
            (912,262
            )
            
            
            116,141CASH,
      beginning of the period
            
            
            3,788,944
            
            
            
            385,474CASH,
      end of period
            
            $
            2,876,682
            
            
            $
            501,615SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      expense paid
            
            $
            199
            
            
            $
            2,299Income
      taxes paid
            
            $
            -
            
            
            $
            -





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


Page
5
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INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
1 - Summary of significant accounting policies





Interim
reporting





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





Organization





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





On April
1, 2000, the Company entered into a Share and Option Purchase Agreement with the
trustees of The Better Block Trust (“BBT”), which owned or controlled all of the
equity interest in Windowshoppc.com Limited (“WSL”), R.J.M. Ventures Limited
(“RJML”) and Better Blocks International Limited (“BBIL”).  Under the
agreement, the Company purchased all of the equity interest in WSL and RJML, an
option to purchase all of the equity in BBIL and obtained a license to all of
the assets owned by BBIL.  The purchase price under the agreement was
8,000,000 shares of the Company’s common stock and a $590,723 promissory note.
In 2003, the BB Trust agreed to forego all interest owed in connection with this
note and the Company and BB Trust have amended the promissory note to reflect
this.  The gain of $148,483 was capitalized to additional paid in
capital in connection with the amount of accrued interest forgiven on the
note.  The option exercise price is the issuance of an additional
500,000 shares of the Company’s common stock.  For accounting
purposes, the acquisition has been treated as an acquisition of ICTV by WSL and
RJML and as a recapitalization of WSL and RJML.





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





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





R.J.M.
Ventures Limited was organized under the laws of New Zealand on April 23, 1998,
and has a fiscal year-end of March 31.  During the 1999 fiscal
year, at the direction of management, RJML was removed from the New Zealand
Registrar of Companies.  All assets and commitments of RJML have been
transferred or assigned directly to ICTV.




Page
6
 Table of Contents





INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
1 - Summary of significant accounting policies (continued)





Nature of
operations





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





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





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




The
ability of the Company to continue as a going concern and to realize the
carrying value of its assets and discharge its liabilities when they become due
is dependent on the success of its operations. Management believes that the two
consecutive years of profitability and the successful financing has mitigated
the adverse conditions which raised substantial doubt on the Company’s going
concern.





These
financial statements do not reflect adjustments that would be necessary if the
Company is unable to continue as a going concern. If the going concern
assumption is not appropriate for these financial statements, then adjustments
would be necessary to the carrying value of assets and liabilities, the reported
net income, and the balance sheet classifications used.





Principles of
consolidation





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





Cash
equivalents





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





Accounts
receivable





No
allowance for uncollectible accounts has been provided. Any accounts receivable
that are considered doubtful have been written off by management as bad debt
expense. The amount of bad debt expense for the period ended March 31, 2008 and
2007 are $166,988 and  $20,551. The amounts are included in general
and administrative expense in the accompanying consolidated financial
statements. The Company’s management has evaluated the remaining accounts
receivable and believe they are all collectible.





Inventory





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


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7
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INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
1 - Summary of significant accounting policies (continued)




Furniture and
equipment





Equipment
is carried at cost and depreciation is computed over the estimated useful lives
of the individual assets ranging from 3 to 7 years.  Depreciation is
computed using the straight-line method.





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





Long-term
assets of the Company are reviewed annually as to whether their carrying value
has become impaired.  Management considers assets to be impaired if
the carrying value exceeds the future projected cash flows from related
operations.  Management also reevaluates the periods of amortization
to determine whether subsequent events and circumstances warrant revised
estimates of useful lives.  As of March 31, 2008, management expects
these assets to be fully recoverable.




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





Revenue
recognition





For our
direct response television sales generated by our infomercials, 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.  All significant returns for
the years presented have been offset against gross sales. Revenue related to
sales to our wholesale customers is recognized when each of the following
conditions is met: Persuasive evidence of an arrangement exists, transfer of the
benefit of ownership of the products has occurred, our price to the customer is
fixed and determinable and collectibility is reasonably assured. Revenue related
to the sale of third party products is generally recorded at gross amounts with
a corresponding charge to cost of sales.  Certain third party products
are sold under a commission basis and only the commission income is recorded for
these sales.





Shipping and
handling





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





Research and
development





Research
and development costs are expensed as incurred and are included in selling and
marketing expense in the accompanying consolidated financial
statements.  Research and development costs primarily consist of
efforts to discover and develop new products and the testing and development of
direct-response advertising related to these products.


Page
8
 Table of Contents


INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
1 - Summary of significant accounting policies (continued)





Media and production
costs





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





Income
taxes





The
Company uses the asset and liability method of accounting for income taxes,
which requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases and
financial reporting bases of assets and liabilities. A valuation allowance is
recorded for deferred tax assets when it is not more likely than not that this
future tax asset will be realized.





Stock
options





The Company adopted a stock option plan
(“Plan”).  The purpose of this Plan is to provide additional
incentives to key employees, officers, directors and consultants of the Company
and its subsidiaries in order to help attract and retain the best available
personnel for positions of responsibility and otherwise promoting the success of
the business activities.  It is intended that options issued under
this Plan constitute nonqualified stock options. The general terms of awards
under the option plan are that 20% of the options granted will vest the month
following the grant, and 10% will vest every 6 months thereafter. The
maximum term of options granted is 10 years and the number of shares authorized
for grants of options is 3,000,000.





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




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


Page
9
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INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)







Note
1 - Summary of significant accounting policies (continued)





Stock options
(continued)







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





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






Number of Shares
            
            
            Weighted
              AverageEmployee
            
            
            Non-Employee
            
            
            Totals
            
            
            Exercise
              PriceBalance,
      January 1, 2007
            
            
            -
            
            
            
            1,161,000
            
            
            
            1,161,000
            
            
            $
            0.43Granted
      during 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            0.00Exercised
      during the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            0.00Cancelled
      during the year
            
            
            -
            
            
            
            (4,000
            )
            
            
            (4,000
            )
            
            $
            0.50Balance,
      December 31, 2007
            
            
            -
            
            
            
            1,157,000
            
            
            
            1,157,000
            
            
            $
            0.43Cancelled
      during the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            0.00Exercised
      during the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            0.00Balance,
      March 31, 2008
            
            
            -
            
            
            
            1,157,000
            
            
            
            1,157,000
            
            
            $
            0.43








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





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


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INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
1 - Summary of significant accounting policies (continued)






2008
            
            
            2007Net
      income  as reported
            
            $
            109,980
            
            
            $
            206,989Deduct:Total
      stock based employee compensation determined under fair value method for
      all awards, net of related tax effects
            
            
            -
            
            
            
            -Pro
      forma net income
            
            $
            109,980
            
            
            $
            206,989Earnings  per
      share:Basic
      - as reported
            
            $
            0.01
            
            
            $
            0.02Basic
      – pro forma
            
            $
            0.01
            
            
            $
            0.02Diluted
      - as reported
            
            $
            0.01
            
            
            $
            0.02Diluted
      – pro forma
            
            $
            0.01
            
            
            $
            0.02








Use of
estimates





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




Method of
Presentation





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


Page
11
 Table of Contents




INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
1 - Summary of significant accounting policies (continued)





Concentration of credit
risk





Financial
instruments, which potentially subject the Company to concentrations of credit
risk, include cash and trade receivables.  The Company maintains cash
in bank accounts that, at times, may exceed federally insured
limits.  As of March 31, 2008, the Company did not exceed the
federally insured limit  in its main operating account or its main
credit card merchant account; however it did exceed the limit by approximately
$400,000 in its investment savings account.  The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant risks on its cash in bank accounts. As of March 31, 2008, 70% of the
Company’s accounts receivable were due from various individual customers to whom
our Dermawand product had been sold directly via Direct Response Television; the
remaining 30 % of the Company’s accounts receivable were due from five wholesale
infomercial operators.








Note
2 - License and reconveyance agreements





Effective
April 1, 2000, the Company entered into a License and Reconveyance Agreement
with WSL and RJML.  These agreements are royalty-free.  WSL
and RJML owned or had rights in certain intellectual properties that were
transferred or assigned to ICTV during 2003.  Accordingly, WSL and
RJML granted all production rights, proprietary rights, inventory, development
rights, hard assets, licenses and any assets or rights to the
Company.  The Company has the right to further develop and enhance the
intellectual properties as the Company sees fit.








Note
3 - Financial instruments





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





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


Page
12
 Table of Contents




INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
4 - Commitments and contingencies





Smart StacksTM





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





On July
1, 1998, RJML entered into a production agreement with The Broadcast Arts Group,
Inc. (“BAG”) for the creation of infomercials of Smart StacksTM.  RJML
pays all necessary expenses for the creation of the infomercials and after
completion, will retain all rights, title and interest arising under the U.S.
Copyright Act, the U.S. Trademark Act and all other applicable laws, rules and
regulations in and to the entire editorial, visual, audio and graphic content of
the infomercials.  In consideration of services rendered by BAG, RJML
shall pay a royalty based on RJML’s adjusted gross sales depending on various
scenarios as defined in the agreement.





This
agreement has an indefinite term, however, it may be terminated upon thirty days
written notice under certain conditions as defined in the
agreement.




Derma WandTM





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


Page
13
 Table of Contents




INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
4 - Commitments and contingencies (continued)





Derma WandTM(continued)




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





The
Company assumed any and all responsibilities associated with the agreements
noted above on April 1, 2000, pursuant to the license and reconveyance agreement
disclosed in Note 2.





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





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





SprintR





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


Page
14
 Table of Contents


INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
4 - Commitments and contingencies (continued)




BondzalotTM





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





TwinTechTM





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




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


Page
15
 Table of Contents




INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
4 - Commitments and contingencies (continued)





TwinTechTM(continued)




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





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





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





Other
matters





For the
period from January 1, 2004 through August 31, 2005, the Company did not
maintain product liability insurance for all products sold.  For
certain products, the Company is listed as an additional insured party under the
product manufacturers’ insurance policy. On February 20, 2007, the Company
purchased additional liability insurance to cover all direct to consumer product
sales in the US; this policy is due to expire on February 20,
2008.  At present, management is not aware of any claims against the
Company for any products sold.





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


Page
16
 Table of Contents


INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)






Note
5 - Related party transactions





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





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








Note
6 - Basic and diluted loss per share





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





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





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





For the three months
      ended March 31, 2008:
            
            Income (Numerator)
            
            
            Shares (Denominator)
            
            
            Per Share AmountBasic  earnings
      per shareIncome
      available to common shareholders
            
            $
            109,980
            
            
            
            14,274,287
            
            
            $
            0.01Diluted  earnings
      per shareIncome
      available to common shareholders
            
            $
            109,980
            
            
            
            15,238,013
            
            
            $
            0.01


Page
17
 Table of Contents


INTERNATIONAL
COMMERCIAL TELEVISION INC.





NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(Unaudited)







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






For the three months ended March 31,
      2007:
            
            Income (Numerator)
            
            
            Shares (Denominator)
            
            
            Per Share AmountBasic earnings per
      shareIncome
      available to common shareholders
            
            $
            206,989
            
            
            
            10,693,188
            
            
            $
            0.02Diluted  earnings
      per shareIncome
      available to common shareholders
            
            $
            206,989
            
            
            
            11,029,407
            
            
            $
            0.02






Note
7 - Segment reporting





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





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






For the three months ended March 31,
      2008
            
            
            For the three months ended March 31,
      2007Domestic
            
            
            International
            
            
            Totals
            
            
            Domestic
            
            
            International
            
            
            TotalsNET
      SALESInfomercial
      products
            
            $
            3,561,306
            
            
            $
            107,452
            
            
            $
            3,668,758
            
            
            $
            1,300,568
            
            
            $
            382,477
            
            
            $
            1,683,0453,561,306
            
            
            
            107,452
            
            
            
            3,668,758
            
            
            
            1,300,568
            
            
            
            382,477
            
            
            
            1,683,045COST
      OF SALESInfomercial
      products
            
            
            976,880
            
            
            
            44,687
            
            
            
            1,021,567
            
            
            
            297,394
            
            
            
            159,275
            
            
            
            456,669976,880
            
            
            
            44,687
            
            
            
            1,021,567
            
            
            
            297,394
            
            
            
            159,275
            
            
            
            456,669Gross
      profit
            
            
            2,584,426
            
            
            
            62,765
            
            
            
            2,647,191
            
            
            
            1,003,174
            
            
            
            223,202
            
            
            
            1,226,376Operating
      expenses:Depreciation
            
            
            1,611
            
            
            
            49
            
            
            
            1,660
            
            
            
            1,228
            
            
            
            361
            
            
            
            1,589General
      and administrative
            
            
            507,690
            
            
            
            10,055
            
            
            
            517,745
            
            
            
            128,032
            
            
            
            38,670
            
            
            
            166,702Selling
      and marketing
            
            
            2,026,921
            
            
            
            2,515
            
            
            
            2,029,436
            
            
            
            831,126
            
            
            
            9,792
            
            
            
            840,918Rent
            
            
            8,835
            
            
            
            267
            
            
            
            9,102
            
            
            
            6,089
            
            
            
            1,790
            
            
            
            7,879Total
      operating expense
            
            
            2,545,057
            
            
            
            12,886
            
            
            
            2,557,943
            
            
            
            966,475
            
            
            
            50,613
            
            
            
            1,017,088Operating
      income (loss)
            
            $
            39,369
            
            
            $
            49,879
            
            
            $
            89,248
            
            
            $
            36,699
            
            
            $
            172,589
            
            
            $
            209,288


Page
18
 Table of Contents


ITEM 2.
            MANAGEMENT
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





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





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





Overview





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





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





Fluctuations
in our revenue are driven by changes in our product mix.  Revenues may
vary substantially from period to period depending on our product
line-up.  A product that generates revenue in one quarter 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.


Page
19
 Table of Contents




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





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





Results
of Operations





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





Revenues





Our
revenues increased to approximately $3,668,758 for the quarter ended March 31,
2008, up from approximately $1,683,000 recorded during the comparative quarter
in 2007, an increase of 1180%.  In March 2008 99.9% of revenue was
generated by our Derma Wand product compared to 100% for March
2007.  All revenues recorded during the quarter ended March 31, 2008
were generated by our own products, as was the case during the comparative
period in 2007.





Gross
Margin





Gross
margin percentage decreased to approximately 72% for the quarter ended March 31,
2008, compared to approximately 73% for the quarter ended March 31,
2007.  The decrease in gross margin percentage was primarily due to
the revenues generated from sales of our Derma Wand product directly to
consumers in the US. During the quarter ended March 31, 2008, we received gross
margins of approximately $2,647,000 for Derma Wand , whereas in the quarter
ended March 31, 2007, we received gross margins of  $1,226,000 for
Derma Wand.


Page
20
 Table of Contents


Operating
Expenses





Total
operating expenses increased to approximately $2,558,000 during the quarter
ended March 31, 2008, from approximately $1,017,000 during the quarter ended
March 31, 2007, up approximately $1,541,000, or 152%.  A majority of
the increase can be attributed to the increase in selling and marketing which in
2008 included $1,535,000 in media expenditures for our Derma Wand infomercial
and $225,000 in fulfillment charges for order processing as compared to 2007
where we spent approximately $640,000 in media and approximately $70,000 in
fulfillment charges.





Net
Income





Over the
past two fiscal years, we have managed to achieve profitability on an annualized
basis.  Our net income of approximately $110,000 for the quarter ended
March 31, 2008 follows up fourth quarter 2007 net income of approximately
$207,000.  Although we expect continued strong sales from our Derma
Wand product over the remainder of the year, we anticipate that until additional
financing is completed, we will continue to operate at or near break-even, as we
reinvest all available funds into new products.  Market acceptance of
the products we launch will also be a determining factor as to whether we will
continue to operate profitably or at a loss.





Plan
of Operation; Liquidity and Capital Resources





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





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





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





During
the past two fiscal years ended December 31, 2007 and 2006, as well as the first
quarter of 2008 we have generated a net income from operations. Although we have
experienced negative cash flows from operating activities, the Company has
working capital of approximately $6,120,000.  Although we have
negative cash flow from operations at this time, this is due primarily to the
decrease of our outstanding liabilities and an increase in our accounts
receivable, inventories and prepaid expenses. In an effort to reach consistent
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.


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ITEM 3.
            CONTROLS
      AND PROCEDURES





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





As of
March 31, 2008, the Company carried out an evaluation, under the supervision and
within the participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures.  Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective.





There has
been no change in the Company's internal controls over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.


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PARTII – OTHER INFORMATION








ITEM 6.
            EXHIBITS
      AND REPORTS ON FORM 8-K





EXHIBITS







Exhibit
              Number
            Description





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





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





*32
            Section
      1350 Certifications





* Filed
herewith





REPORTS
ON FORM 8-K





No
reports on Form 8-K were filed during the quarter ended March 31,
2008.


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SIGNATURES





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





INTERNATIONAL COMMERCIAL
TELEVISION INC.


Registrant








Date:
      May 15, 2008
            By:
            /s/ Kelvin ClaneyName:  Kelvin
      ClaneyTitle:
      Chief Executive OfficerDate:
      May 15, 2008
            By:
            /s/ Karl RedekoppName:  Karl
      RedekoppTitle:
      Chief Financial Officer






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