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

                                   FORM 10-QSB
(Mark One)

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

     For the quarterly period ended     March 31, 2002
                                    ------------------

[ ] 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           (I.R.S. Employer
         incorporation or organization)          Identification No.)

                       873 NE 77th Street
                  Boca Raton, Florida                       33487
             ----------------------------------------     ----------
             (Address of principal executive offices)     (Zip Code)

                                 (561) 471-0882
                                 --------------
                           (Issuer's telephone number)

                            Suite 203B Kimmen Center
                              2300 N. Dixie Highway
                            Boca Raton, FL 33431-7657
                         -------------------------------
         (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, 2002, the Issuer had
10,272,833  shares  of  common  stock,  par  value  $0.001 per share, issued and
outstanding.

Transitional  Small  Business  Disclosure  Format  (Check  one): Yes [ ]  No [X]


<PAGE>
<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS

PART  I  -  FINANCIAL  INFORMATION

<S>                                                                                <C>
         ITEM 1.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . .   1
                  Report of Independent Certified Public Accountants. . . . . . .   1
                  Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . .   2
                  Statements of Operations. . . . . . . . . . . . . . . . . . . .   3
                  Statements of Stockholders' Equity. . . . . . . . . . . . . . .   4
                  Statements of Cash Flows. . . . . . . . . . . . . . . . . . . .   5
                  Notes to Financial Statements . . . . . . . . . . . . . . . . .   6

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . .  18

PART II - OTHER INFORMATION

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . . . . .  21

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .  22

SIGNATURES
</TABLE>


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

The  Board  of  Directors
International  Commercial  Television,  Inc.  and  Subsidiaries
Boca  Raton,  Florida


We have reviewed the accompanying consolidated balance sheet of International
Commercial Television, Inc. and Subsidiaries as of March 31, 2002, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the three months ended March 31, 2002 and 2001, 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 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 generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the 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 generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
Standards of the United States of America, the consolidated balance sheet as of
December 31, 2001, 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 March 25, 2002, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 2001, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.


/s/  Moore  Stephens  Frazer  &  Torbet,  LLP


City  of  Industry,  California
May  10,  2002


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

                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2002 AND DECEMBER 31, 2001
                        (See Accountants' Review Report)
                        --------------------------------


                                                    March 31,     December 31,
                                                   ------------  --------------
                                                       2002           2001
                                                   ------------  --------------
                                                   (unaudited)
                                                   ------------
<S>                                                <C>           <C>
                               ASSETS
                               ------
CURRENT ASSETS:
  Accounts receivable                              $    66,924   $           -
  Related party receivable                                   -          21,063
  Inventory, net                                            50             400
  Prepaid expenses                                       5,000          18,875
  Deferred charges                                     123,052         124,996
                                                   ------------  --------------
    Total current assets                               195,026         165,334
                                                   ------------  --------------

PROPERTY AND EQUIPMENT:
  Furniture and equipment                               14,559          14,558
  Less accumulated depreciation                          6,062           5,161
                                                   ------------  --------------
    Property and equipment, net                          8,497           9,397
                                                   ------------  --------------

      Total assets                                 $   203,523   $     174,731
                                                   ============  ==============

            LIABILITIES AND SHAREHOLDERS' EQUITY
            ------------------------------------

CURRENT LIABILITIES:
  Bank overdraft                                   $     9,022   $       1,792
  Accounts payable and accrued liabilities             147,414         106,388
  Advances from shareholder                            386,731         377,362
                                                   ------------  --------------
    Total current liabilities                          543,167         485,542
                                                   ------------  --------------

NOTE PAYABLE AND ACCRUED INTEREST TO
  SHAREHOLDER                                          698,866         688,772
                                                   ------------  --------------

SHAREHOLDERS' EQUITY:
  Common stock, $.001 par value, 100,000,000
    shares authorized, 10,272,833 and 10,249,500
    issued and outstanding as of March 31, 2002
    and December 31, 2001, respectively                    173             150
  Additional paid-in capital                            21,160         (11,873)
  Accumulated deficit                                 (779,843)       (707,860)
  Unearned compensation                               (280,000)       (280,000)
                                                   ------------  --------------
    Total shareholders' equity                      (1,038,510)       (999,583)
                                                   ------------  --------------

      Total liabilities and shareholders' equity   $   203,523   $     174,731
                                                   ============  ==============
</TABLE>

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


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

                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                         (See Accountants' Review Report)
                                         --------------------------------


                                                                                March 31, 2002    March 31, 2001
                                                                                 (unaudited)       (unaudited)
                                                                               ----------------  ----------------
<S>                                                                            <C>               <C>
NET SALES                                                                      $       368,070   $       222,159
COST OF SALES                                                                          196,473           187,755
                                                                               ----------------  ----------------
GROSS PROFIT                                                                           171,597            34,404
                                                                               ----------------  ----------------

OPERATING EXPENSES:
  Depreciation                                                                             901               789
  Research and development                                                               6,235
  General and administrative                                                           154,007           111,418
  Selling and marketing                                                                 22,485            23,788
  Royalties                                                                             35,594               979
  Rent                                                                                   2,817             2,346
                                                                               ----------------  ----------------
    Total operating expenses                                                           222,039           139,320
                                                                               ----------------  ----------------

OPERATING LOSS                                                                         (50,442)         (104,916)

OTHER EXPENSE:
  Interest expense, shareholder                                                         10,093            16,221
  Interest expense                                                                      11,448            10,925
                                                                               ----------------  ----------------
                                                                                        21,541            27,146
                                                                               ----------------  ----------------

LOSS BEFORE INCOME TAXES                                                               (71,983)         (132,062)

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

NET LOSS                                                                       $       (71,983)  $      (132,062)
                                                                               ================  ================

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

FULLY DILUTED LOSS PER SHARE                                                   $         (0.01)  $         (0.01)
                                                                               ================  ================
</TABLE>

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


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

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


                                     Common stock,     Additional
                                    $.001 par value     Paid-In   Accumulated     Unearned
                                    Shares    Amount    Capital     Deficit     Compensation      Totals
                                  ----------  -------  ----------  ----------  --------------  ------------
<S>                               <C>         <C>      <C>         <C>         <C>             <C>
Balances, January 1, 2001         10,249,500  $   150  $(291,873)  $(355,077)  $           -   $  (646,800)

Net loss                                   -        -          -    (132,062)              -      (132,062)
                                  ----------  -------  ----------  ----------  --------------  ------------

Balances, March 31, 2001,
  (unaudited)                     10,249,500      150   (291,873)   (487,139)              -      (778,862)

Grant of stock options                     -        -    280,000           -        (280,000)            -

Net loss                                   -        -          -    (220,721)              -      (220,721)
                                  ----------  -------  ----------  ----------  --------------  ------------

Balances, December 31, 2001       10,249,500      150    (11,873)   (707,860)       (280,000)     (999,583)

Issuance of common stock              23,333       23     34,977           -               -        35,000

Deferred issuance costs applied            -        -     (1,944)          -               -        (1,944)

Net loss                                   -        -          -     (71,983)              -       (71,983)
                                  ----------  -------  ----------  ----------  --------------  ------------

Balances, March 31, 2002
  (unaudited)                     10,272,833  $   173  $  21,160   $(779,843)  $    (280,000)  $(1,038,510)
                                  ==========  =======  ==========  ==========  ==============  ============
</TABLE>

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


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

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                     (See Accountants' Review Report)
                                     --------------------------------


                                                                        March 31, 2002    March 31, 2001
                                                                       ----------------  ----------------
                                                                         (unaudited)       (unaudited)
                                                                       ----------------  ----------------
<S>                                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                             $       (71,983)  $      (132,062)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                                                 901               789
      (Increase) decrease in accounts receivable                               (66,924)           82,419
      Decrease in related party receivable                                      21,063                 -
      Decrease in inventory                                                        350                 -
      Decrease (increase) in prepaid expenses                                   13,875           (11,855)
      Decrease in deferred charges                                               1,944                 -
      Increase (decrease) in accounts payable and accrued liabilities           41,026           (17,675)
      Increase in accrued interest on note payable                              10,094            16,221
                                                                       ----------------  ----------------
        Net cash used in operating activities                                  (49,654)          (62,163)
                                                                       ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                                                -              (318)
                                                                       ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in bank overdraft                                                     7,230                 -
  Advances from shareholder                                                     53,715           133,000
  Payments to shareholder                                                      (44,347)         (113,340)
  Proceeds from issuance of common stock                                        33,056                 -
                                                                       ----------------  ----------------
    Net cash provided by financing activities                                   49,654            19,660
                                                                       ----------------  ----------------

NET DECREASE IN CASH                                                                 -           (42,821)

CASH, beginning of the period                                                        -            43,128
                                                                       ----------------  ----------------

CASH, end of period                                                    $             -   $           307
                                                                       ================  ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Interest expense paid                                                $        11,448   $        10,925
                                                                       ================  ================

  Income taxes paid                                                    $             -   $             -
                                                                       ================  ================

</TABLE>

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


                                     Page 5
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


Note  1  -  Summary  of  significant  accounting  policies

Organization
------------

International Commercial Television, Inc., (the Company (ICT)) was organized
under the laws of the state of Nevada on June 25, 1998.  From June 25, 1998
through March 31, 2000, the Company had limited operations and assets.  During
this period, the Company did not commence planned principal operations or derive
any revenue therefrom and consequently was considered a development stage
company as defined by SFAS No. 7.

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 ICT by WSL and RJML and as a recapitalization of WSL and RJML.

Windowshoppc.com Limited was organized under the laws of New Zealand on June 25,
1999  and  has  a  fiscal  year  end  of  March  31.

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.

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 New Zealand, operations are currently run from Boca
Raton, Florida.

Principles  of  consolidation
-----------------------------

The accompanying consolidated financial statements include 100% of the accounts
of the Company and its wholly-owned subsidiaries, WSL and RJML. 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.

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

The Company has adopted the provisions of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", which establishes accounting and
reporting standards for derivative financial instruments and hedging activities.
The adoption of this statement did not have a material impact to the Company's
consolidated financial statements.


                                     Page 6
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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

Note  1  -  Summary  of  significant  accounting  policies  (continued)

New accounting pronouncements (continued)
-----------------------------------------

The Company has adopted SAB No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). SAB 101 establishes accounting and reporting standards
for the recognition of revenue. It states that revenue generally is realized or
realizable and earned when all of the following criteria are met: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred or services have
been rendered; (3) the seller's price to the buyer is fixed or determinable; (4)
collectibility is reasonably assured. The adoption of this statement did not
have a material impact on the Company's consolidated financial statements.

The Company adopted the provisions of FIN No. 44, "Accounting for Certain
Transactions Involving Stock Compensation (an interpretation of APB Opinion No.
25)." FIN 44 clarifies the application of Opinion No. 25 for only certain
issues. It does not address any issues related to the application of the fair
value method in Statement No. 123. Among other issues, FIN 44 clarifies the
definition of employee for purposes of applying Opinion 25, the criteria for
determining whether a plan qualifies as a noncompensatory plan, the accounting
consequence of various modifications to the terms of the previously fixed stock
option or award, and accounting for an exchange of stock compensation awards in
a business combination. The adoption of this principle had no material effect on
the Company's consolidated financial statements.

The Financial Accounting Standards Board has issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." These
statements will change the accounting for business combinations and goodwill in
two significant ways. First, SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited. Second, SFAS 142
changes the accounting for goodwill from an amortization method to an impairment
only approach. Thus, amortization of goodwill, including goodwill recorded in
past business combinations, will cease upon adoption of that statement, which
for companies with calendar year ends, will be January 1, 2002. The adoption of
this new statement will not have a material impact to the Company's consolidated
financial statements.

The Financial Accounting Standards Board has issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." This statement superceded
SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." This statement removes goodwill from its scope,
(addressed in SFAS No. 142) and addresses long-lived assets to be held and used,
to be disposed of other than by sale and to be disposed of by sale. The
provisions of this statement are required to be applied starting with fiscal
years beginning after December 31, 2001. The Company expects that the adoption
of this new statement will not have a material impact to the Company's
consolidated financial statements.

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. 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 December 31, 2001
and 2000, substantially all of the Company's trade receivables were due from two
customers and one customer, respectively.


                                     Page 7
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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

Note  1  -  Summary  of  significant  accounting  policies  (continued)

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 5 years.
Depreciation is computed using the straight-line method.

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

Long-term assets of the Company are reviewed annually as to whether their
carrying value has become impaired. Management considers assets to be impaired
if the carrying value exceeds the future projected cash flows from related
operations. Management also re-evaluates the periods of amortization to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives. As of March 31, 2002, management expects these assets to be
fully recoverable.

Depreciation expense amounted to $901 and $789 for the three months ended March
31, 2002 and 2001, respectively.

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

Shipping and handling costs are included in cost of sales. Shipping and handling
costs amounted to $94 and $911 for the three months ended March 31, 2002 and
2001, respectively. 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.  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. Research and development expense amounted to $6,235 for the
three months ended March 31, 2002.  The Company did not incur research and
development costs for the three months ended March 31, 2001.

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

Advertising costs are expensed as incurred and are included in research and
development expense and selling and marketing expense in the accompanying
consolidated financial statements.  Advertising costs amounted to $1,166 for the
three months ended March 31, 2002.  The Company did not incur advertising costs
for the three months ended March 31, 2001.


                                     Page 8
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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 and New Zealand 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 applies APB Opinion No. 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 Statement No. 123, "Accounting for Stock-Based Compensation," requires the
Company to provide proforma information regarding net income and net income per
share as if compensation costs for the Company's stock option plans and other
stock awards had been determined in accordance with the fair value based method
prescribed in SFAS 123. The Company estimates the fair value of each stock award
at the grant date by using the Black-Scholes option pricing model.

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.

Interim Financial Information
-----------------------------

Management believes the interim financial statements include all adjustments
which are necessary in order to make the financial statements not misleading.

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
ICT 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.


                                     Page 9
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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

NOTE  3  -  DEFERRED  CHARGES

Deferred  charges  consist  of  specific  costs  directly  attributable  to  the
Company's  proposed offering.  These costs will be charged against the Company's
gross  proceeds  from  the  proposed  offering.

NOTE  4  -  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.

NOTE  5  -  FINANCIAL  INSTRUMENTS

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

The carrying amount of accounts receivable and 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  6  -  COMMITMENTS  AND  CONTINGENCIES

Smart  Stacks  and  Derma  Wand
-------------------------------

On May 18, 1998, RJML entered into a manufacturing, marketing and distribution
agreement with the inventor of Smart Stacks. Smart Stacks is a set of rotating
and stacking storage trays. Pursuant to the agreement, the inventor grants to
RJML the exclusive right to manufacture, advertise, promote, market, sell and
distribute Smart Stacks worldwide through all means. In consideration of the
grants received, RJML shall pay a royalty at a rate between 2.0% and 5.0% of
RJML's net sales depending on various scenarios as defined in the agreement. The
initial term of the agreement is five years starting May 18, 1998. The agreement
automatically and continually renews for successive additional five year terms
unless RJML is in material default and is notified in writing at least thirty
days prior to the end of the then current term that the inventor intends to
terminate the agreement.

On July 1, 1998, RJML entered into a production agreement with The Broadcast
Arts Group, Inc. (BAG) for the creation of infomercials of Smart Stacks. 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 at a rate between 2.0% and 2.5% of 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.


                                    Page 10
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Smart  Stacks  and  Derma  Wand  (continued)
--------------------------------------------

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 at a rate of: (i) 2.0% of
WSL's adjusted gross revenue made in the United States to consumers in direct
response to airings of the infomercial, (ii) $1.00 for each unit sold in the
United States to consumers via all other means, (iii) 5.0% of the wholesale
selling price to televised home shopping retailers as to which BAG renders
coordination services, (iv) 2.0% of the wholesale selling price to televised
home shopping retailers as to which BAG does not render coordination services,
and (v) $.75 for each unit sold outside of the United States. 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 and 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. Under the agreement,
WSL paid a fixed amount for the individual's appearance in the infomercial and
an airing fee of $6,500 for each calendar quarter during which WSL continues to
air the infomercial. On July 11, 2001, the agreement was amended to include a
royalty payment of $.50 for each unit sold internationally, with a maximum
royalty payment of $6,500 for any one calendar quarter. Further, if the
infomercial is aired in the United States, then the airing fee will revert back
to a flat $6,500 per calendar quarter. The initial term of the agreement is five
years starting October 15, 1999. The agreement automatically and continually
renews for successive additional five year terms unless RJML is in material
default and is notified in writing at least thirty days prior to the end of the
then current term that the individual intends to terminate the agreement.

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

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

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
at a rate between $2.50 and $5.00 for each unit sold of Derma Wand depending on
various scenarios as defined in the agreement. The agreement is silent as to its
duration.

On August 10, 2001, the Company entered into an agreement with Tel America Media
Incorporated (TAM), granting TAM the right to exclusively sell Better Blocks
products by way of direct response television advertising using infomercials
owned by the Company for the period of September 30, 2001 to December 29, 2001.
Under the agreement, the Company will earn a royalty of $1.50 for each 1000
piece of Better Blocks Kits sold.

On August 13, 2001, the Company entered into an agreement with Dimensional
Marketing Concepts, Inc. (DMC), granting DMC to act as the exclusive independent
sales representative to manage the promotion, marketing and sale of certain
products, as defined in the agreement, into retail channels of trade in the
United States and Puerto Rico. The chief executive officer and president of DMC
serve as directors of the Company. Under the agreement, the Company will pay DMC
a commission at the rate of 15% of net sales for products sold as defined in the
agreement. The initial term of the agreement is for a period starting August 13,
2001 and ending December 31, 2002. The agreement automatically and continually
renews for additional and successive 36 month periods, unless either party
notifies the other, at least 30 days before the end of the then current renewal
term, of its intent to terminate the agreement.


                                    Page 11
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other matters (continued)
-------------------------
For the period from April 1, 2000 through March 31, 2002, 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.

The Company had a month to month oral lease for its executive offices for
approximately $400 per month. In addition, the Company rents a portion of an
office under a month to month oral lease for certain administrative duties for
approximately $145 per month.

NOTE  7  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder. These advances
amounted to $386,731 and $177,260 as of ended March 31, 2002 and 2001,
respectively. Interest rates charged during these periods ranged from 10% to
21.5%. Interest incurred amounted to $11,448 and $10,925 for three months ended
March 31, 2002 and 2001, respectively.

The Company has a note payable to a shareholder in the amount of $590,723. The
note is unsecured and bears interest at an annual rate of prime rate plus 1.0%.
The prime rate was 4.75% and 8.50% as March 31, 2002 and 2001, respectively.
Interest is compounded monthly, principal and interest are due November 1, 2004.
Total principal and accrued interest amounted to $698,866 and $649,060 as of
March 31, 2002 and 2001, respectively.

The Company has made sales to an entity controlled by a director and shareholder
of the Company. Sales to this entity amounted to approximately $30,000 and
$43,000 for the three months ended March 31, 2002 and 2001, respectively.

The Company has made purchases from an entity with a common director and
shareholder. Purchases from this entity amounted to approximately $33,000 and
$100,000 for the three months ended March 31, 2002 and 2001, respectively.

NOTE  8  -  CAPITAL  STOCK

As of December 31, 2000, the authorized capital stock of the Company consisted
of 10,000,000 shares of common stock, $.001 par value. As of December 31, 2000,
the Company had 10,249,500 shares of common stock issued and outstanding,
249,500 shares in excess of the number authorized as of that date. On January
22, 2001, the Company's Board of Directors recommended a resolution to amend and
restate the Company's Articles of Incorporation. The amended and restated
Articles, among other things, increased the authorized shares of common stock to
100,000,000 and established 20,000,000 shares of preferred stock having a par
value of $.001 per share. This resolution was approved by the consent of
shareholders on February 26, 2001 and filed with the Nevada Secretary of State
on March 6, 2001.


                                    Page 12
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


NOTE 9 - CAPITAL TRANSACTIONS

The Company issued 8,000,000 shares of its common stock in the acquisition of
WSL and RJML on April 1, 2000. Since the acquisition has been treated as an
acquisition of ICT by WSL and RJML and as a recapitalization of WSL and RJML,
the 8,000,000 shares have been shown as outstanding as of the beginning of 2000.
The 2,100,000 shares previously outstanding for ICT have been shown as an
issuance for the net assets of ICT.

Between the period June 1, 2000 to October 15, 2000, the Company engaged in a
private placement offering of its common stock. On the completion of the
offering, the Company accepted subscriptions for a total of 149,500 shares of
common stock for a total of $299,000 or $2.00 per share.

In the month of March 2002, the Company issued 23,333 shares of its common stock
at $1.50 per share for $35,000.

NOTE  10  -  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. The computations for basic and fully diluted loss per share are as
follows:

<TABLE>
<CAPTION>
For the three months ended March 31, 2002:      Loss         Shares       Per-share
------------------------------------------
                                             (Numerator)  (Denominator)     Amount
                                             -----------  -------------  -----------
<S>                                          <C>          <C>            <C>
Basic and fully diluted loss per share
--------------------------------------

Loss available to common shareholders           (71,984)    10,257,278   $    (0.01)
                                             ===========  =============  ===========

For the three months ended March 31, 2001:      Loss         Shares       Per-share
------------------------------------------
                                             (Numerator)  (Denominator)    Amount
                                             -----------  -------------  -----------

Basic and fully diluted loss per share
--------------------------------------

Loss available to common shareholders        $ (132,062)    10,249,500   $    (0.01)
                                             ===========  =============  ===========
</TABLE>

NOTE  11  -  STOCK  OPTION  PLAN

The Company adopted a stock option 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.


                                    Page 13
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


NOTE  11  -  STOCK  OPTION  PLAN  (CONTINUED)

The Company applies Accounting Principles Board ("APB") Opinion 25, "Accounting
for Stock Issued to Employees," and related Interpretations in accounting for
all stock option plans.  Under APB Opinion 25, compensation cost is recognized
for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.  The Company
applies FASB Statement 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123") for stock options granted to consultants, which requires the Company to
use the fair value method to determine the costs of the options.  The Company
has not issued any options to consultants as of March 31, 2002

On September 28, 2001, the Company granted stock options to employees under the
Company's 2001 Stock Option Plan. The stock options granted amounted to
1,475,000 shares of the Company's common stock. The option exercise price stated
for 1,195,000 of the option shares is $2.00 and for 280,000 of the option shares
is $.50 with an exercise option term ranging from 5 to 10 years. These options
will vest 10% every six months beginning June 30, 2002. The Company has
estimated the fair value of its stock at $1.50 per share. This value was
determined based on the price of common stock in the Company's initial offering.
Utilizing the stock options granted with an exercise price of $.50 and $2.00 per
share resulted in unearned compensation of $280,000, which has been recorded to
stockholders' equity as of March 31, 2002. The unearned compensation will be
charged to expense over the periods that services are rendered by the option
holders beginning June 30, 2002, as the options vest.

SFAS No. 123 requires the Company to provide proforma information regarding net
income and net income per share as if compensation costs for the Company's stock
option plans and other stock awards to employees, had been determined in
accordance with the fair value based method prescribed in SFAS No. 123. The
Company estimates the fair value of each stock award at the grant date by using
the Black-Scholes option pricing model with the following weighted average
assumptions used for grants, respectively; dividend yield of zero percent for
all years; expected volatility of 50.0%; risk-free interest rates of 5.88% and
expected lives of 5 years. The amount of unearned compensation under SFAS No.
123 would have been $1,458,000.

The proforma information required under SFAS No. 123 has not been presented as
the compensation costs from stock options remained unearned as of and for the
period ended March 31, 2002. As a result, there is no difference in proforma net
income and earnings per share from amounts reported in the financial statements.

The computation of diluted earnings per share does not assume the exercise of
the stock options granted because they would have an anti-dilutive effect.

NOTE 12 - 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 realizability. This asset primarily consists of net operating
losses and amortization.

The Company had net operating losses of approximately $969,000 related to US
federal, foreign and state jurisdictions through March 31, 2002. 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.


                                    Page 14
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


Note 12 - Income taxes (continued)

Significant components of the Company's deferred tax assets are approximately as
follows as of March 31:

<TABLE>
<CAPTION>
                                 2002          2001
                             ------------  ------------
<S>                          <C>           <C>
Net operating loss           $   199,000   $   116,000
Basis of investments           2,430,000     2,430,000
Basis of intangibles             428,000       428,000
Accumulated amortization         (58,000)      (30,000)
State taxes                     (122,000)     (120,000)
                             ------------  ------------
  Total deferred tax assets    2,877,000     2,824,000
Valuation allowance           (2,877,000)   (2,824,000)
                             ------------  ------------
  Net deferred tax assets    $         -   $         -
                             ============  ============
</TABLE>

NOTE 13 - 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 income (loss) by geographic
area. Operating expenses are primarily prorated based on the relationship
between domestic and international sales.

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


                                    Page 15
<PAGE>
<TABLE>
<CAPTION>
For the three months ended March 31, 2002:
------------------------------------------

                                    Domestic     International     Totals
                                 --------------  -------------  -------------
<S>                              <C>             <C>            <C>
Net sales                        $           -   $    368,070   $    368,070
Cost of sales                                -        196,473        196,473
                                 --------------  -------------  -------------
Gross profit                                 -        171,597        171,597
                                 --------------  -------------  -------------

Operating expenses:
  Depreciation and amortization              -            901            901
  Research and development                   -          6,235          6,235
  General and administrative                 -        154,007        154,007
  Selling and marketing                      -         22,485         22,485
  Royalties                                  -         35,594         35,594
  Rent                                   2,817              -          2,817
                                 --------------  -------------  -------------
    Total operating expenses             2,817        219,222        222,039
                                 --------------  -------------  -------------

Operating loss                   $      (2,817)  $    (47,625)  $    (50,442)
                                 ==============  =============  =============
</TABLE>


                                    Page 16
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION, INC.

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


NOTE 13 - SEGMENT REPORTING (CONTINUED)

<TABLE>
<CAPTION>
For the three months ended March 31, 2001:
------------------------------------------

                                            Domestic  International    Totals
                                            --------  -------------  -----------
<S>                                         <C>       <C>            <C>
Net sales                                   $ 1,182   $    220,977   $  222,159
Cost of sales                                   999        186,756      187,755
                                            --------  -------------  -----------
Gross profit                                    183         34,221       34,404
                                            --------  -------------  -----------

Operating expenses:
  Depreciation and amortization                   4            785          789
  General and administrative                    594        110,824      111,418
  Selling and marketing                         127         23,661       23,788
  Royalties                                       6            973          979
  Rent                                        2,346                       2,346
                                            --------  -------------  -----------
    Total operating expenses                  3,077        136,243      139,320
                                            --------  -------------  -----------

Operating loss                              $(2,894)  $   (102,022)  $ (104,916)
                                            ========  =============  ===========
</TABLE>


                                    Page 17
<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

International Commercial Television Inc. 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
the product's stage in its life-cycle, the public's general acceptance of the
infomercial and other outside factors, such as the general state of the economy.

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


                                    Page 18
<PAGE>
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,
2002, with the quarter ended March 31, 2001.

Revenues

Our revenues increased to approximately $368,000 for the quarter ended March 31,
2002, from approximately $222,000 for the quarter ended March 31, 2001. Since
the beginning of 2001, we have focused on the international market, with almost
100% of our revenue coming from international sales. The products that provided
most of our revenue in the quarter ended March 31, 2002, were Derma Wand, Fight
the Fat and Cybersonic. During the quarter ended March 31, 2002, our product
Derma Wand generated approximately $205,000 in sales, or roughly 56% of our
total sales for the quarter. During the quarter ended March 31, 2001, our own
products provided approximately $66,000 in sales, or roughly 30% of our total
sales for the quarter. The products that provided most of our revenue in the
quarter ended March 31, 2001, were Cybersonic, Smart Stacks and Auto Hammer.

Our focus on international sales since 2001 represented a shift from a focus on
domestic sales in 2000. We ceased selling Derma Wand in the United States in
2001, because we believed the FDA may classify it as a medical device for which
pre-market approval is necessary. We are in the process of submitting Derma Wand
to the FDA's 510(k) approval process. We hope to have the 510(k) approval during
2002 and to resume marketing Derma Wand in the United States at that time. We
also plan to roll out several new infomercials in the next three quarters of
2002 and anticipate that these new infomercials will cause our revenue to
increase.

Gross  Margin

Gross margin percentage increased to approximately 47% in the quarter ended
March 31, 2002, from approximately 15% in the quarter ended March 31, 2001. The
increase in gross margin percentage was primarily due to the fact that we
received more of our total revenues in the quarter ended March 31, 2002, from
the sales of our own products (mostly Derma Wand), whereas in the quarter ended
March 31, 2001, we received more revenue from sales of third-party products like
Cybersonic and Auto Hammer, where we generally have a higher cost of sales than
we do for our own products. In the quarter ended March 31, 2002, we received
gross margins of approximately $137,000 for Derma Wand, $28,000 for Cybersonic
and $6,000 for Fight the Fat, whereas in the quarter ended March 31, 2001, we
received gross margins of approximately $15,000 for Smart Stacks, $8,000 for
Cybersonic and $7,000 for Derma Wand.

Operating  Expenses

Total operating expenses increased to approximately $222,000 in the quarter
ended March 31, 2002, from approximately $139,000 in the quarter ended March 31,
2001. The increase in general and administrative expenses to approximately
$154,000 in the quarter ended March 31, 2002, from approximately $111,000 in the
quarter ended March 31, 2001, was due principally to the increase in costs
associated with being a public company. General and administrative expenses
consist of professional fees, expenses to execute our business plan, and
expenses incurred in day-to-day operations. Our royalty expenses increased to
approximately $36,000 in the quarter ended March 31, 2002, from approximately
$1,000 in the quarter ended March 31, 2001, due primarily to increased sales of
Derma Wand.


                                    Page 19
<PAGE>
Unless our offering is only successful at a 10% level, we expect our expenses in
2002 to increase materially over those for 2001 and 2000. Our production costs,
sales and marketing expenses, research and development expenses and general and
administrative expenses will continue to increase as we implement our business
plan and as we produce and air new infomercials. We expect the increase in these
up-front expenses ultimately to generate increased revenues.

Net  Losses

To date, we have not achieved profitability. Our net loss decreased to
approximately $72,000 in the quarter ended March 31, 2002, from approximately
$132,000 in the quarter ended March 31, 2001. The substantial improvement in our
gross margin was offset somewhat by our increased operating expenses. We
anticipate that until our offering is complete, we will continue to operate at a
loss. We may continue to operate at a loss after the termination of our offering
if our offering is not successful. 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, 2002, we had no cash. We used approximately $50,000 for our
operating activities in the first quarter of 2002. We have relied on shareholder
advances and sales of stock in our offering to fund operations. Please see Item
2 of Part II of this Form 10-QSB for more information on our offering.

We have a note payable to The Better Blocks Trust in the amount of approximately
$591,000, with interest, which is due on November 1, 2004. The note bears
interest at the prime rate plus 1%. At March 31, 2002, the total principal and
accrued interest on the note amounted to approximately $699,000.

On September 28, 2001, we granted 1,475,000 stock options to our directors and
officers, 280,000 with a $0.50 exercise price and 1,195,000 with a $2.00
exercise price. If the optionees exercise these options over the next five years
as they vest, we will receive $2,530,000 in capital. We estimate that these
option grants will result in non-cash compensation expense of approximately
$280,000 that we will recognize over the next five years as services are
rendered by the optionees. This assumes an estimated fair value of $1.50 per
share, based on the price for this offering of $1.50 per share. The unearned
compensation will be charged to expense over the periods that services are
rendered by the option holders beginning June 30, 2002, as the options vest. We
also estimate that we will disclose in the notes to our financial statements pro
forma compensation expense of approximately $1,458,000 over the next five years
in accordance with the fair value based method prescribed in SFAS 123. These
compensation costs remained unearned as of and for the period ended March 31,
2002, and as a result, there is no difference in pro forma net income and
earnings per share from amounts reported in the financial statements.

We decided to undertake our registered offering of common stock to obtain
capital to enhance our ability to produce future infomercials and to buy the
media time needed to roll out our product lines. We have raised approximately
$35,000 to date in our offering. Assuming the success of our offering and the
same levels of success that our previous infomercials have demonstrated, we
believe that we will have sufficient capital resources to accomplish our
business plan for the foreseeable future. If we encounter either unexpected
failure or unprecedented success with some of our products, we may need to seek
additional capital to carry out our business plan.

If our offering has only limited success, and we raise only approximately
$300,000, we will not have capital sufficient to permit us to produce all of the
infomercials that we would otherwise produce. If we raise only $300,000, we will
produce only two long-form infomercials and two short-form infomercials for new
products. We also believe that an offering that raises only $300,000 may satisfy
our capital needs for only the next 3 to 12 months if none of the products we
plan to launch succeed in the marketplace. We then will need to raise money
through additional debt or equity financing. 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.

We did not have any significant capital expenditures in the quarter ended March
31, 2002. If our offering is successful at the 75% level (approximately
$1,500,000) or above, we intend to set up a small branch office in the Los
Angeles area within the fiscal year. We anticipate that our capital expenditures
for setting up such an office will be approximately $50,000.


                                    Page 20
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(D)  REPORT ON USE OF PROCEEDS FROM REGISTERED OFFERING OF COMMON STOCK

On February 12, 2002, the Securities and Exchange Commission declared effective
a registration statement on Form SB-2 (Commission file number 333-70878) for an
offering of 2,000,000 shares of our common stock at $1.50 per share. The
offering commenced on February 12, 2002, and was scheduled to terminate April
13, 2002. On April 12, 2002, we suspended our offering and filed a
post-effective amendment to our registration statement on Form SB-2 to extend
our offering for an additional 45 days. The Securities and Exchange Commission
declared our post-effective amendment effective on May 7, 2002, and we
re-commenced our offering at that time. Our offering is currently scheduled to
terminate on June 21, 2002. We are conducting the offering on a
self-underwritten, best efforts, no minimum basis. The total offering consists
of 1,500,000 original issue company shares and 500,000 selling shareholder
shares to be sold in the following order:

<TABLE>
<CAPTION>
---------  -------------------------------------------------------------------------
 SHARES    OFFERORS
---------  -------------------------------------------------------------------------
<C>        <S>
  300,000  Common stock to be offered and sold by the company
---------  -------------------------------------------------------------------------
  200,000  Common stock to be offered and sold on behalf of the selling shareholders
---------  -------------------------------------------------------------------------
           Common stock to be offered and sold on a pro rata basis, 60%
  500,000  on behalf of the selling shareholders and 40% by the company
---------  -------------------------------------------------------------------------
1,000,000  Common stock to be offered and sold by the company
---------  -------------------------------------------------------------------------
</TABLE>

The  following table summarizes the status of our offering as of March 31, 2002:

<TABLE>
<CAPTION>
                                          AGGREGATE              AGGREGATE
                                        OFFERING PRICE            OFFERING
                           AMOUNT         OF AMOUNT     AMOUNT    PRICE OF
                         REGISTERED       REGISTERED     SOLD   AMOUNT SOLD
                      ----------------  --------------  ------  ------------
<S>                   <C>               <C>             <C>     <C>
COMPANY               1,500,000 shares  $    2,250,000  23,333  $     35,000
--------------------  ----------------  --------------  ------  ------------
SELLING SHAREHOLDERS    500,000 shares  $      750,000      --            --
--------------------  ----------------  --------------  ------  ------------
</TABLE>

The proceeds have been used to fund infomercial production costs of
approximately $10,000, and other operating expenses, working capital and certain
de minimis offering expenses of approximately $25,000.  The foregoing amounts
are reasonable estimates of the expenses incurred.  The expenses paid were in
the ordinary course to third parties, and not directly or indirectly to
directors, officers, 10% beneficial owners or other related parties.


                                    Page 21
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

Exhibit Number  Description
--------------  -----------
2.1  *          Share  and  Option  Purchase  Agreement
3.1  *          Amended  and  Restated  Articles  of  Incorporation
3.2  *          Amended  and  Restated  Bylaws
3.3  *          First  Amendment  to  Amended  and  Restated  Bylaws
4.1  *          Specimen  Share  Certificate
10.1 *          Manufacturing, Marketing and Royalty Agreement with Omega 5
                Technologies
10.2  *         2001  Stock  Option  Plan
10.3  *         Promissory Note by Moran Dome Exploration Inc. payable to the
                Trustees of the Better Blocks Trust, in the amount of
                $590,723.27
10.4  *         Extension of Promissory Note dated August 23, 2001, by and
                between the Trustees of the Better Blocks Trust and
                International Commercial Television Inc.
10.5  **        Second Extension of Promissory Note dated March 25, 2002, by and
                between the Trustees of the Better Blocks Trust and
                International Commercial Television  Inc.
10.6  *         Independent Sales Representative Agreement between International
                Commercial Television Inc. and Dimensional Marketing Concepts,
                Inc.
10.7  ***       Assignment of Trademark by Dimensional Marketing Concepts, Inc.

*  Incorporated  by  reference  from  Form  SB-2  filed  with the Securities and
Exchange  Commission  on  October  3,  2001.

**  Incorporated  by  reference from Post-Effective Amendment No. 1 to Form SB-2
filed  with  the  Securities  and  Exchange  Commission  on  April  12,  2002.

***  Incorporated  by reference from Amendment No. 1 to Form SB-2 filed with the
Securities  and  Exchange  Commission  on  December  24,  2001.

REPORTS  ON  FORM  8-K

No  reports  on  Form  8-K  were  filed during the quarter ended March 31, 2002.


                                    Page 22
<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 15, 2002                    By:  /s/ Kelvin Claney
                                           -------------------------------
                                           Name:  Kelvin Claney
                                           Title: Chief Executive Officer


Date: May 15, 2002                    By:  /s/ Keith Smith
                                           -------------------------------
                                           Name:  Keith Smith
                                           Title: Chief Financial Officer


                                    Page 23
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.  Description
-----------  -----------
2.1  *       Share  and  Option  Purchase  Agreement
3.1  *       Amended  and  Restated  Articles  of  Incorporation
3.2  *       Amended  and  Restated  Bylaws
3.3  *       First  Amendment  to  Amended  and  Restated  Bylaws
4.1  *       Specimen  Share  Certificate
10.1 *       Manufacturing, Marketing and Royalty Agreement with Omega 5
             Technologies
10.2  *      2001  Stock  Option  Plan
10.3  *      Promissory Note by Moran Dome Exploration Inc. payable to the
             Trustees of the Better Blocks Trust, in the amount of $590,723.27
10.4  *      Extension of Promissory Note dated August 23, 2001, by and between
             the Trustees of the Better Blocks Trust and International
             Commercial Television Inc.
10.5  **     Second Extension of Promissory Note dated March 25, 2002, by and
             between the Trustees of the Better Blocks Trust and International
             Commercial Television  Inc.
10.6  *      Independent Sales Representative Agreement between International
             Commercial Television Inc. and Dimensional Marketing Concepts, Inc.
10.7  ***    Assignment of Trademark by Dimensional Marketing Concepts, Inc.

*  Incorporated  by  reference  from  Form  SB-2  filed  with the Securities and
Exchange  Commission  on  October  3,  2001.

**  Incorporated  by  reference from Post-Effective Amendment No. 1 to Form SB-2
filed  with  the  Securities  and  Exchange  Commission  on  April  12,  2002.

***  Incorporated  by reference from Amendment No. 1 to Form SB-2 filed with the
Securities  and  Exchange  Commission  on  December  24,  2001.


                                    Page 24
<PAGE>