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

                                   FORM 10-KSB

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

                        For the Fiscal Year June 30, 2005

                         Commission File Number: 0-29249

                                   ONTV, Inc.
                 (Name of Small Business Issuer in Its Charter)

              Delaware                                 16-1499611
      -------------------------               ------------------------------
       (State of Incorporation)             (IRS Employer Identification Number)


                2444 Innovation Way, Bldg 10, Rochester, NY 14624
               (Address of Principal Executive Offices) (Zip Code)

                                 (585) 295-8601
                                ---------------
                           (Issuer's Telephone Number)

      Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                      Class A Common Stock, par value $.001
                   -------------------------------------------
                                (Title of Class)

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. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) : Yes [X] No [ ]

State issuer's revenues for its most recent fiscal year:  $5,111,472.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of September
30, 2005 was approximately $493,000.

As of September 30, 2005 the Company had 23,594,361 outstanding shares of Class
A common stock.

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

<PAGE>

ITEM 1.     DESCRIPTION OF BUSINESS

ONTV, Inc., formerly known as LA Group, Inc. (the Company) was incorporated in
the state of Delaware on February 29, 1996, in order to create an entity with
which to form a reverse merger with a public, non-reporting, company, Kent Toys,
Inc. Through a series of transactions, Kent merged with the Company on 3/15/96.
Upon completion of this transaction, the Company became public and all Kent
stock was then canceled.

On June 1, 1998, the Company acquired What A Product, Inc., an Arizona
corporation, which was involved in the design, manufacturing, sales and
marketing of products through electronic retailing, primarily through QVC
Television.

On January 6, 1999, the Company formed a wholly owned subsidiary, Seen On TV.
Seen On TV, Inc. markets and sells products on the Internet to the general
public, which as of September 30, 2003 was the Company's principal business.
Unless otherwise indicated all references to the Company include the operations
of Seen On TV, Inc.

On January 14, 2000, the Company purchased the domain name, AsSeenOnTV.com. The
Company uses this domain name for its website.

In March 2000, the Company amended its Certificate of Incorporation to change
its name from LA Group, Inc. to ONTV, Inc.

Prior to March 2001 the Company was involved in the design and marketing of
websites for other businesses. In March 2001 the Company agreed to terminate the
agreement with the major customer for this segment when the customer, in an
effort to reduce costs, made the decision to bring management of the website
in-house.

Prior to the sale of substantially all of its assets in September 2005 the
Company bought "as seen on tv" products at distributor prices and sold the
products to wholesale and retail customers through its websites, "SeenOnTV.Com"
and "AsSeenOnTV.com".

       Consumer products which the Company sold, included a wide variety of
categories, i.e.: health, beauty, weight loss, kitchen, sporting goods, and
household appliances, etc. Products sold by the Company include: Pasta Pro, The
Firm Body Sculpting System with Fanny Lifter, Rock-N-Roll Scooter, Flathose,
Smoke Away, Perfect pancake, Emerson Switchboard, Sewing Genie, Vinyl Leather
Repair, IGIA Instant Cover, IGIA Pore Cleanser, IGIA Electro-Sage 8, IGIA Laser
Vac, Super SlimDown Now, PestOffense, Aero Mattress Topper, Wrap & Snap Curling
Systems, AirCore, Cell Phone Internal Antenna, Space Bag, Versa Wrench, IGIA
Wonder Forms, IGIA Therma-Spa, Marvins Magic, Nads, Tap Light, IGIA Platinum
Nail, Epil Stop & Spray, Steam Buggy, Steam Bullet, Oxiclean, Orangeglow, Shelf
Master, True Motion Lures, ORB, Ginsu Knives, Hygionic Tooth Brushes, Steamin
Iron, IGIA CelluLift, Nathan's Grill, George Foreman Grilling Machine,
FlavorWave Oven, Instagone, Iron Wonder, IGIA Epielle, Pro Trim Paint Roller,
PVA Mop, Quick-n-Brite, Safety Can, Silver Lighting, Sweet Simplicity, Cable
Flex, Orbitrek, Ab Slide, Simoniz Car Wash, Flowbee, Thundersticks, and Ab
Rocker.

      The Company purchased products from a multitude of vendors including:
Media Group, Reliant Interactive Media, On-Tel Products Corp., Orange Glo
International, Inc., Cava, Homedics, Thane, Ronco Inventions, Salco
International, Salton, and Tactica International.


                                       2
<PAGE>


Substantially all of the Company's  operations were conducted through its wholly
owned subsidiary, Seen On TV.

The Company's common stock trades on the OTC Bulletin Board under the symbol
"ONTV". Between July 1, 2002 and May 31, 2005 trading volume was nominal and the
price of the Company's common stock ranged between $0.01 and $0.17 per share.
During the twelve month period ended May 31, 2005 there were 100 days when not a
single share of the Company's common stock was traded. On May 23, 2005 the
Company filed its report on Form 10-QSB for the nine months ended March 31,
2005. Although the 10-QSB report reflected net income of $169,978 for the
nine-month period, the trading volume in the Company's common stock between May
23, 2005 and June 30, 2005 was, on average, approximately $100 per day.

Based upon the past prices of its common stock the Company's management did not
believe that its operations would ever attract sufficient interest among
investors so that the Company's stock price and trading volumes would increase
to meaningful levels.

Consequently, the Company's management believed it to be in the best interest of
the Company's shareholders to dispose of its current business and attempt to
acquire a new business which may provide more value to the Company's
shareholders. To further this objective the Company entered into an agreement to
sell to Daniel M. Fasano, the Company's President, all of the shares of Seen On
TV, as well as the following other assets which are incidental to the business
of Seen On TV:

     o    the trademarks,  "AsSeenOnTV.com",  "SeenOnTV.com",  "What a", "What a
          Saw", and " What a Product".
     o    the trade names, "ONTV", "AsSeenOnTV.com",  "SeenOnTV.com" and "What a
          Product".
     o    the internet domain  addresses  "SeenOnTV.com" ,  "ASeenOnTV.com"  and
          "AsSeenOnTV.com".
     o    all of the Company's office equipment.

In return for the shares of Seen On TV and the assets described above, Mr.
Fasano agreed to pay the Company $300,000 ("the Purchase Price") on the
following terms:

     o    25% of the net,  after-tax  income from the  operations  of Seen On TV
          will be paid to the Company  until the  Purchase  Price,  plus accrued
          interest, is paid in full.

     o    The unpaid  amount of the Purchase  Price bears  interest at 5.75% per
          year. Interest will not be compounded.

     o    Mr.  Fasano may,  at any time,  and in his sole  discretion,  elect to
          assume all or a certain amount of the Company's liabilities,  in which
          case  the  Purchase  Price  will  be  reduced  by  the  amount  of any
          liabilities assumed.

     o    Assume all of the  Company's  liabilities,  with the  exception of any
          amounts owed to Mr. Fasano for accrued and unpaid compensation.

On September 27, 2005 the sale of Seen On TV, Inc. and the related assets was
completed.


                                       3
<PAGE>

As of September 27, 2005, the Company had assets of $300,000 (representing the
receivable for the sale price of Seen OnTV) and liabilities of approximately
$547,000. The Company's liabilities consisted of amounts owed to Mr. Fasano for
accrued but unpaid salary ($494,000) and amounts owed to Seen On TV, Inc. for
advances ($53,002).

As a result of the sale of the Company's assets, the Company was not conducting
any business as of September 30, 2005.

ITEM 2.   PROPERTIES

As of September 30, 2005, and as a result of the sale of the Company's assets
discussed in Item 1 of this report, the Company did not have any assets other
than a $300,000 receivable from Daniel M. Fasano.

ITEM 3.   LEGAL PROCEEDINGS

In December 2001, the Company initiated a lawsuit against Airborne Express,
seeking damages of $2,000,000 to recover losses to the Company resulting from
delivery services that were allegedly supplied by Airborne as a shipper of the
Company's products. In its lawsuit the Company claims that Airborne failed to
timely deliver products to the Company's customers and failed to implement a
package tracking system it had designed for the Company. Losses to the Company
may have occurred due to duplicate shipments and consulting time expenses, as
well as damage to the Company's reputation.

In January 2002, Airborne filed a counter claim against the Company in the
amount of $20,000 to recover charges for delivery services that may have been
provided. Although the Company intends to challenge Airborne's claim, the
amounts claimed by Airborne have been reflected on the Company's financial
statements.

As of September 30, 2005 the Company's litigation with Airborne was still
pending.

See Note I to the Company's financial statements for information regarding other
civil actions involving the Company.

In accordance with the terms of the sale of the Company's assets discussed in
Item 1 of this report, Mr. Fasano assumed all liabilities associated with any
litigation involving the Company which was pending as of September 27, 2005.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On September 14, 2005 the Company's shareholders approved the sale of the
Company's subsidiary, Seen On TV, Inc., as well as certain other assets relating
to the Company's business, to the Company's President, Daniel M. Fasano, upon
the terms described in Item 1 of this report.

     o    31,123,729 shares voted in favor of the sale;
     o    704,501 shares voted against the sale; and
     o    4,801 shares abstained from voting.



                                       4
<PAGE>


ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS

As of September 30, 2005 the Company had 23,594,361 issued and outstanding
shares of common stock and approximately 1000 common stockholders of record. The
Company believes the number of beneficial owners of its common stock may be
greater due to shares held by brokers, banks, and others for the benefit of its
customers. The Company's common stock is quoted on the National Association of
Securities Dealers OTC Bulletin Board under the symbol "ONTV". Shown below are
the range of high and low quotations for the Company's common stock for the
periods indicated as reported by the NASD. Market quotations reflect interdealer
prices, without retail mark-up, mark-down or commissions and may not represent
actual transactions.

                                                 Closing Prices
                   Quarter Ended               Low            High
                                                $               $

                   September 30, 2002         .05             .08
                   December 31, 2002          .03             .05
                   March 31, 2003             .03             .04
                   June 30, 2003              .03             .04
                   September 30, 2003         .03             .04
                   December 31, 2003          .01             .03
                   March 31, 2004             .01             .04
                   June 30, 2004              .02             .03
                   September 30, 2004         .02             .02
                   December 31, 2004          .02             .09
                   March 31, 2005             .03             .17
                   June 30, 2005              .03             .10
                   September 30, 2005         .03             .04


The Company has never paid a dividend and has no present intentions of paying a
dividend.

Preferred Stock

Provisions in the Company's Articles of Incorporation relating to the Company's
preferred stock allow its directors to issue preferred stock with rights to
multiple votes per shares and dividends rights which would have priority over
any dividends paid with respect to the Company's common stock. The issuance of
preferred stock with such rights may make the removal of management difficult
even if such removal would be considered beneficial to stockholders generally.

In October 2004, the Company issued 20,000 shares of its Series A preferred
stock to Daniel M. Fasano, the Company's President, as partial payment for
unpaid salary. The 20,000 Series A preferred shares were valued at $5,000 by Mr.
Fasano in his capacity as the Company's only officer and director. The value of
the preferred shares was arbitrarily determined and made without reference to
the Company's financial condition or any premium associated with the voting
rights and privileges of the preferred shares.


                                       5
<PAGE>

The holders of the Series A preferred shares, in preference to the holders of
the Company's common stock, are entitled to receive, when, as and if declared by
the Company's Directors, annual dividends payable in cash on December 31 of each
year, commencing on December 31, 2004, at the rate of $0.10 per share per year.

Dividends which are not declared do not accrue. Dividends not declared do not
cumulate. Accrued but unpaid dividends do not bear interest. The Company has not
declared any, and has no plans to declare, any dividends on the Series A
preferred shares. The holders of the Series A preferred shares are not entitled
to receive any dividends which are paid to the holders of the Company's common
stock.

At any time, and at the option of the holder of the Series A preferred shares,
each Series A preferred share is convertible at any time into one share of the
Company's common stock.

Upon any liquidation, dissolution or winding up of the Company, no distribution
will be made to the holders of the Company's common stock unless the holders of
the Series A preferred shares have received $0.25 per share, plus an amount
equal to any declared and unpaid dividends.

Each Series A preferred Share is entitled to 1,000 votes on all matters
submitted to a vote of the Company's shareholders. The Company is not required
to redeem the Series A preferred shares.

As of September 30, 2005 the Company had 20,000 outstanding shares of Series A
Preferred stock, all of which are owned by Daniel M. Fasano, the Company's
President. The Company's Series A Preferred stock is not publicly traded.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

As disclosed in Item 1 of this report, the Company completed the sale of its
assets on September 27, 2005. As a result of this sale, the Company was not
conducting any business as of September 30, 2005.

The Company plans to acquire a new business which may provide more value to the
Company's shareholders.

It is expected that any new business will be acquired with shares of the
Company's common stock.

ITEM 7.   FINANCIAL STATEMENTS

The financial statements of the Company are attached.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None.



                                       6
<PAGE>


ITEM 8a.        CONTROLS AND PROCEDURES.

Based on the evaluation of the Company's disclosure controls and procedures by
Daniel Fasano, the Company's Chief Executive and Financial Officer, as of a date
prior to the filing of this annual report, such officer has concluded that the
Company's disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Securities and Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported, within the time period specified
by the Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, and as a result, no corrective actions with regard to
significant deficiencies and material weaknesses were required.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Executive Officers and Directors

Name                 Age    Position With the Company

Daniel M. Fasano     44     President, Principal Financial and Accounting
                            Officer, and a Director


DANIEL M.  FASANO has served as an Officer and  Director  of the  Company  since
February  1996.  Mr.  Fasano has over  thirteen  years  experience in the Direct
Response Industry.  Mr. Fasano was the first to successfully market, in a retail
setting, products traditionally sold exclusively on television.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10% holders of the Company's outstanding
common stock to file with the SEC reports of their ownership and changes in
ownership held by such persons. During the fiscal year ended June 30, 2005 the
Company is not aware that any person did not file reports which were required
within time periods specified by the rules of the Securities and Exchange
Commission.

ITEM 10.  EXECUTIVE COMPENSATION

The following table provides certain summary information for the three years
ended June 30, 2005 concerning compensation paid or accrued by us to Mr. Fasano
for services rendered in all capacities to the Company. No other executive
officer of the Company was paid an annual salary and bonus in excess of $100,000
during such period.



                                       7
<PAGE>



                                                               Other Annual
                              Year        Salary             Compensation ($)
Name and Principal Position   Ending       (1)       Bonus          (2)
---------------------------   ------     --------    -----   ----------------


Daniel M. Fasano              6/30/05    $175,000     -0-         $12,000
                              6/30/04    $162,500     -0-         $12,000
                              6/30/03    $150,000     -0-         $12,000

(1)  Mr.  Fasano has defered part of his salary.  As of  September  30, 2005 the
     salary owed to Mr. Fasano was approximately $494,000.
(2)  These  amounts are payments for the business use of Mr.  Fasano's  personal
     vehicle.

The Company does not have any outstanding stock options. The Company did not
grant any stock options during the past three fiscal years.

The Company does not have an audit or a compensation committee. The Company does
not have a director serving as a financial expert. Daniel M. Fassano, the only
director of the Company, is not independent as that term is defined in Section
121(A) of the Listing Standards of the American Stock Exchange.

The Company has not adopted a Code of Ethics applicable to its officers. The
Company does not believe it needs a Code of Ethics since the Company has only
one officer and director.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table shows the number of outstanding shares of the
Company's capital stock beneficially owned by the Company's officer and director
and those shareholders owning more than 5% of the Company's capital stock as of
September 30, 2005. The table also shows the number and percentage of votes that
each person may cast at any meeting of the Company's shareholders.

                                    Shares Of                      Votes
                           ---------------------------------  -----------------
                                             Series A
Name and Address           Common Stock  Preferred Stock (1)  Number Percentage
----------------           ------------  -------------------  ------ ----------

Daniel M. Fasano              3,879,166         20,000      23,879,166      55%
244 Innovation Way, Bldg 10,
Rochester, NY 14624

Daniel J. Fasano              3,000,000             --       3,000,000       7%
13 Fox Tail Lane
Rochester, NY 14624

Conrad Promotions, LLC        2,501,000 (2)         --       2,501,000       6%
15034 North 40th Place
Phoenix, AZ 85032



                                       8
<PAGE>


                                    Shares Of                      Votes
                           ---------------------------------  -----------------
                                             Series A
Name and Address           Common Stock  Preferred Stock (1)  Number Percentage
----------------           ------------  -------------------  ------ ----------

Emanuel Tarboti               1,500,000 (3)         --      1,500,000       3%
P.O. Box 1767
Rancho Santa Fe, CA 92067

Frank T. Costanzo             2,703,834             --      2,703,834       6%
651 W. Mountain Vista Drive
Phoenix, AZ  85045

All Directors and
Executive Officers as a
group (1 person)              3,879,166         20,000     23,879,166      55%

(1)   The Series A preferred shares vote with the Company's common stock and not
      as a separate class. Each Series A preferred share is entitled to 1,000
      votes at any meeting of the Company's shareholders.

(2)   David Sloan exercises voting and investment control over the shares owned
      by Conrad Promotions, LLC.

(3)   Voting rights pertaining to Mr. Torbati's shares are exercised by the
      Company.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Daniel M. Fasano, an officer, director and principal shareholder of the
Company, controls Web Marketing FX and Boo Boo Marketing, LLC. See Note H to the
Company's financial statements for information pertaining to past transactions
between the Company and these entities.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8 K

(a) EXHIBITS:

Exhibit
Number      Description of Exhibit
--------    ----------------------

  2         Agreement regarding Sale of Assets (as amended) (1)
  3 (i)     Articles of Incorporation (2)
  3 (ii)    By-laws (2)
  4         Form of Common Stock Certificate (2)
 31         Certifications under section 302 of the Sarbanes-Oxley Act of 2002
 32         Certifications pursuant to 18 U.S.C. section 1350, as adopted
            pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(1)  Incorporated by reference to the same exhibit filed on September 27, 2005
     with the Company's report on Form 8-K.


                                       9
<PAGE>

(2)  Incorporated by reference to the same exhibit filed with the Company's
     registration statement on Form 10-SB.

         (b) REPORTS ON FORM 8-K

             The Company did not file any reports on Form 8-K during the year
ended June 30, 2005.

      Subsequent to June 30, 2005 the Company filed the following reports on
Form 8-K:

            Date Filed          Item Reported
            ----------          -------------

             08-03-05           Agreement relating to sale of Company's assets
                                09-27-05 Completion of sale of Company's assets.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed to the Company and its
subsidiaries for the years ended June 30, 2005 and June 30, 2004 by Rotenberg &
Co., LLP, the Company's independent auditors:

                                   Year Ended June 30,
                                 2005               2004
                                 ----               ----

       Audit Fees              $19,250            $15,500
       Audit-Related Fees      $ 4,100            $     0
       Tax Fees                $ 1,350            $ 2,000
       All Other Fees          $     0            $     0

 Audit fees represent amounts billed for professional services rendered for the
audit of the Company's annual financial statements and the reviews of the
financial statements included in the Company's Forms 10-QSB for the fiscal year.
The Company does not have an Audit Committee. The Company's Board of Directors
has not adopted any polices or procedures for the pre-approval of non-audit
services. The Company's Board of Directors has considered the role of Rotenberg
& Co., LLP in providing audit, audit-related and tax services to the Company and
its subsidiaries and has concluded that such services are compatible with
Rotenberg & Co., LLP's role as the Company's independent auditor.




                                       10
<PAGE>


                           ONTV, INC. & SUBSIDIARIES
                           (A DELAWARE CORPORATION)
                              Rochester, New York

                        --------------------------------
                               FINANCIAL REPORTS
                                       AT
                                 JUNE 30, 2005
                        --------------------------------


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


TABLE OF CONTENTS
------------------------------------------------------------------------------


Report of Independent Registered Public Accounting Firm                       1

Consolidated Balance Sheets at June 30, 2005 and 2004                         2

Consolidated Statements of Changes in Stockholders' Equity for the Years
  Ended June 30, 2005 and 2004                                                3

Consolidated Statements of Operations for the Years Ended June 30, 2005
  and 2004                                                                    4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2005
  and 2004                                                                  5-6

Notes to Consolidated Financial Statements                                 7-13




<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
  and Stockholders
ONTV, Inc. & Subsidiaries
(A Delaware Corporation)
Rochester, New York


      We have audited the accompanying consolidated balance sheets of ONTV, Inc.
& Subsidiaries as of June 30, 2005 and 2004, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
each of the two years in the period ended June 30, 2005. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ONTV, Inc. &
Subsidiaries as of June 30, 2005 and 2004, and the results of its operations and
its cash flows for each of the two years in the period ended June 30, 2005, in
conformity with accounting principles generally accepted in the United States of
America.





Rotenberg & Co., LLP
Rochester, New York
  September 23, 2005


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

June 30,                                                   2005            2004
--------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents                             $  50,823       $  33,004
Inventory                                               296,544         236,571
--------------------------------------------------------------------------------

Total Current Assets                                    347,367         269,575

Property and Equipment - Net of Accumulated              54,189          70,552
Depreciation

Other Assets
Accounts Receivable - Related Party                      37,850          37,850
Deposits                                                  6,667           6,667
Due from Officer                                         82,193          82,193
Intangible Assets - Net of Accumulated                  260,542       2,462,531
Amortization
Investments in Affiliates                               107,561         106,738
--------------------------------------------------------------------------------

Total Assets                                          $ 896,369     $ 3,036,106
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Expenses                 $ 210,769       $ 296,029
Accounts Payable - Related Party                             --          39,300
Debt - Due Within One Year                                6,321          64,743
--------------------------------------------------------------------------------

Total Current Liabilities                               217,090         400,072

Other Liabilities
Accrued Expenses - Related Party                        473,000         350,500
Debt - Due After One Year                                    --       2,243,748
--------------------------------------------------------------------------------

Total Liabilities                                       690,090       2,994,320
--------------------------------------------------------------------------------

Stockholders' Equity
Common Stock: $.001 Par; 100,000,000 Shares
              Authorized; 23,721,861 and 23,720,861
              Shares Issued, respectively; and
              23,594,361 and 23,593,361 Shares
              Outstanding, respectively                  23,722          23,721
Preferred Stock: $.001 Par; 5,000,000 Shares
                 Authorized; 20,000 and -0- Shares
                 Issued and Outstanding, respectively        20              --
Additional Paid-In Capital                            1,057,118       1,052,099
Accumulated Deficit                                    (855,372)     (1,014,825)
--------------------------------------------------------------------------------
                                                        225,488          60,995
Less: Stock Held in Trust                                 1,500           1,500
          Treasury Stock - 127,500 Shares at Cost        17,709          17,709
--------------------------------------------------------------------------------

Total Stockholders' Equity                              206,279          41,786
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity            $ 896,369     $ 3,036,106
--------------------------------------------------------------------------------

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

                                     - 2 -


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<S>                              <C>           <C>          <C>           <C>          <C>          <C>           <C>

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

                               Common      Preferred     Additional                                              Total
                               Stock         Stock        Paid-In     Accumulated  Stock Held    Treasury     Stockholders'
                            ($0.001 Par)   ($0.001 Par)   Capital      Deficit      in Trust       Stock        Equity

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

Balance - June 30, 2003         $ 23,721       $    --   $ 1,052,099   $ (514,774)  $ (1,500)   $  (17,709)    $ 541,837

Net Loss                              --            --            --     (500,051)        --            --      (500,051)
-------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2004           23,721            --     1,052,099   (1,014,825)    (1,500)      (17,709)       41,786

Issuance of 20,000 Shares for
  Payment of Accrued Expenses
  - Related Party                     --            20        4,980            --         --            --         5,000

Issuance  of  1,000  Shares
for Partial Payment of Renegotiated
  Note Payable                         1            --           39            --         --            --            40

Net Income                            --            --           --       159,453         --            --       159,453
-------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2005         $ 23,722       $    20   $1,057,118    $ (855,372)   $(1,500)     $(17,709)    $ 206,279
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

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

                                      - 3 -


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


CONSOLIDATED STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------

Years Ended June 30,                                  2005              2004
------------------------------------------------------------------------------

Revenues, Net of Returns                       $ 5,111,472       $ 3,934,584

Cost of Goods Sold                               3,248,872         2,607,950
------------------------------------------------------------------------------

Gross Profit                                     1,862,600         1,326,634
------------------------------------------------------------------------------

Expenses
Advertising                                        382,475           436,168
Amortization                                       148,906           214,593
Depreciation                                        16,363            14,992
Interest                                             1,883             2,026
Legal and Accounting                                65,009           154,412
Payroll and Payroll Taxes                          495,518           401,865
Other Expenses                                     666,600           510,230
------------------------------------------------------------------------------

Total Expenses                                   1,776,754         1,734,286
------------------------------------------------------------------------------

Income (Loss) Before Other Income
  and (Expenses) and Provision for Taxes            85,846          (407,652)

Other Income and (Expenses)
Other Income                                           219             5,147
Equity in Income of Unconsolidated Investments         823               360
Gain on Forgiveness of Debt                         72,565                --
Loss from Impairment of Marketing Rights                --           (97,906)
------------------------------------------------------------------------------

Income (Loss) Before Provision for Taxes           159,453          (500,051)

Provision for Taxes                                     --                --
------------------------------------------------------------------------------

Net Income (Loss)                                 $ 159,453       $ (500,051)
------------------------------------------------------------------------------

EARNINGS PER SHARE
------------------------------------------------------------------------------

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted               23,593,819        23,593,361

Net Income (Loss) Per Common Share - Basic        $   0.01         $   (0.02)
and Diluted
------------------------------------------------------------------------------

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

                                     - 4 -


<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------

Years Ended June 30,                                  2005              2004
------------------------------------------------------------------------------

Cash Flows from Operating Activities

Net Income (Loss)                                 $ 159,453       $ (500,051)

Adjustments to Reconcile Net Income (Loss)
  To Net Cash Flows from Operating Activities:
Amortization                                       148,906           214,593
Depreciation                                        16,363            14,992
Equity in Income of Unconsolidated Investments                          (360)
                                                  (823)
Gain from Forgiveness of Debt                     (72,565)                 --
Loss from Impairment of Marketing Rights                 --            97,906

Changes in Assets and Liabilities:
Inventory                                         (59,973)            13,416
Accounts Payable and Accrued Expenses             (81,995)           120,094
Accounts Payable - Related Party                     30,000          (16,000)
Accrued Expenses - Related Party                   127,500           131,500
------------------------------------------------------------------------------

Net Cash Flows From Operating Activities           266,866            76,090
------------------------------------------------------------------------------

Cash Flows from Investing Activities
Acquisition of Property and Equipment                     --          (23,791)
Capitalized Website Development Costs              (10,625)          (56,692)
------------------------------------------------------------------------------

Net Cash Flows from Investing Activities           (10,625)          (80,483)
------------------------------------------------------------------------------

Cash Flows from Financing Activities
Advances from Line of Credit                         1,578             3,523
Repayment of Debt                                 (240,000)          (12,500)
------------------------------------------------------------------------------

Net Cash Flows from Financing Activities          (238,422)           (8,977)
------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                              (13,370)
                                                  17,819

Cash and Cash Equivalents - Beginning of Year       33,004            46,374
------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Year           $ 50,823          $ 33,004
------------------------------------------------------------------------------

                                                               - continued -

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

                                     - 5 -


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
-----------------------------------------------------------------------------

Years Ended June 30,                                   2005            2004
-----------------------------------------------------------------------------


SUPPLEMENTAL DISCLOSURES
-----------------------------------------------------------------------------

Interest Paid                                      $  1,883        $  2,026
Income Taxes Paid                                  $     --        $     --
-----------------------------------------------------------------------------


NON-CASH INVESTING AND FINANCING ACTIVITIES
-----------------------------------------------------------------------------

Issuance of Preferred Stock for Partial Payment
of
   Accrued Expenses - Related Party                $  5,000          $    --

Issuance of Common Stock for Partial Payment of
  Renegotiated Note Payable                        $     40          $    --

Reduction of Cost of Domain Name via
Renegotiated Note Payable                         $2,063,708         $    --

Forgiveness of Debt - Accounts Payable -          $   69,300         $    --
Related Party

Forgiveness of Debt - Accounts Payable and        $    3,265         $    --
Accrued Expenses
-----------------------------------------------------------------------------

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

                                     - 6 -


<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note A -          Nature of Operations

        ONTV, Inc. (the "Company") was formed on February 29, 1996 under the
        laws of the State of Delaware. The Company has since merged with other
        companies as well as acquired the stock of other companies. The Company
        is primarily engaged in retail sales of general merchandise and consumer
        goods.

        Principles of Consolidation

        The consolidated financial statements include the accounts of ONTV, Inc.
        and its wholly owned subsidiaries. All significant inter-company
        balances and transactions have been eliminated in consolidation.

Note B -          Summary of Significant Accounting Policies

        Method of Accounting

        The Company maintains its books and prepares its financial statements on
        the accrual basis of accounting.

        Cash and Cash Equivalents

        Cash and cash equivalents include time deposits, certificates of
        deposit, and all highly liquid debt instruments with original maturities
        of three months or less. The Company maintains cash and cash equivalents
        at financial institutions, which periodically may exceed federally
        insured amounts.

        Inventory

        Inventory consists of merchandise held for resale and is stated at the
        lower of cost or market using the first-in, first-out method.

        Property, Equipment and Depreciation

        Property and equipment are stated at cost, less accumulated depreciation
        computed using the straight line method over estimated useful lives as
        follows:

                  Computer Equipment                             7 Years
                  Leasehold Improvements                         5 Years
                  Office Furniture and Equipment                 7 Years
                  Warehouse Equipment                            7 Years

        Maintenance and repairs are charged to expense. The cost of assets
        retired or otherwise disposed of and related accumulated depreciation
        are removed from the accounts.

                                        7

                                                            - continued -

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note B - Summary of Significant Accounting Policies - continued

        Due from Officer

        The amount due from officer consists of advances to officer, bears no
        interest, and contains no formal repayment terms. During the years ended
        June 30, 2005 and 2004, the Company made no advances to officer.

        Website Development

        The Company capitalizes website development activity which adds
        additional functionalities or features in accordance with Statement of
        Position 98-1 and EITF 00-2. The Company is amortizing the cost of such
        website development using the straight line method over 5 - 10 years.

        Domain Name

        The Company acquired the exclusive rights to the domain name "As Seen on
        TV" during the year ended June 30, 2000. The domain name became
        operational during the first quarter of the year ended June 30, 2002.
        The cost is amortized using the straight-line method over 15 years.

        Impairment of Marketing Rights

        The Company has an alliance and marketing agreement with Coastal Sales
        Associates ("CSA") (an unrelated party) which grants the Company
        exclusive marketing rights via the Internet and digital cable television
        to products owned by CSA.

        The Company has adopted Statement of Financial Accounting Standards No.
        144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
        Under the provisions of this statement, the Company has evaluated its
        long-lived assets for financial impairment, and will continue to
        evaluate them as events or changes in circumstances indicate that the
        carrying amount of such assets may not be fully recoverable.

        The Company evaluates the recoverability of long-lived assets not held
        for sale by measuring the carrying amount of the assets against the
        estimated discounted future cash flows associated with them. At the time
        such evaluations indicate that the future discounted cash flows of
        certain long-lived assets are not sufficient to recover the carrying
        value of such assets, the assets are adjusted to their fair values.
        Based on these evaluations, the Company has determined that the full
        value of the marketing rights in connection with the alliance and
        marketing agreement with CSA are impaired. As such, the Company has
        charged operations during the year ended June 30, 2004. There were no
        additional adjustments to the carrying value of the remaining long-lived
        assets for the years ended June 30, 2005 and 2004.

                                                                  - continued -

                                       8

<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note B - Summary of Significant Accounting Policies - continued

        Trademarks

        Trademarks are carried at cost and are amortized using the straight-line
        method over the estimated useful lives of 10 years from the date the
        Company acquired the trademark.

        Investments In Affiliates

        The Company has a 20% investment in two companies. The investment is
        accounted for under the equity method. Under the equity method the
        Company records its pro rata share of income or loss of the investee as
        part of the investors net income with a corresponding adjustment to the
        carrying value of the investment. Dividends received from the investee
        are also recorded as an adjustment to the carrying value of the
        investment.

        Revenue Recognition

        Revenue from product sales are recognized when both the goods are
        shipped and the customer's right of return has expired.

        Advertising Expenses

        Advertising expenses are charged against operations during the period
        incurred, except for direct-response advertising costs, which are
        capitalized and amortized over periods not exceeding one year.
        Advertising expenses charged against operations were $382,475 and
        $436,168 for the years ended June 30, 2005 and 2004, respectively. The
        Company did not incur any direct-response advertising costs during the
        years ended June 30, 2005 and 2004.

        Provision for Income Taxes

        The Company accounts for income taxes in accordance with SFAS No. 109,
        Accounting for Income Taxes, using the asset and liability approach,
        which requires recognition of deferred tax liabilities and assets for
        the expected future tax consequences of temporary differences between
        the carrying amounts and the tax basis of such assets and liabilities.
        This method utilizes enacted statutory tax rates in effect for the year
        in which the temporary differences are expected to reverse and gives
        immediate effect to changes in income tax rates upon enactment. Deferred
        tax assets are recognized, net of any valuation allowance, for temporary
        differences and net operating loss and tax credit carry forwards.
        Deferred income tax expense represents the change in net deferred assets
        and liability balances. There were no material deferred tax assets or
        liabilities at June 30, 2005 and 2004.


                                                               - continued -

                                       9

<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note B - Summary of Significant Accounting Policies - continued

        Provision for Income Taxes (cont'd)

        Deferred income taxes result from temporary differences between the
        basis of assets and liabilities recognized for differences between the
        financial statement and tax basis thereon, and for the expected future
        tax benefits to be derived from net operating losses and tax credit
        carry forwards. A valuation allowance is recorded to reflect the
        likelihood of realization of deferred tax assets.

        Net Income (Loss) Per Common Share

        Net income (loss) per common share is computed in accordance with SFAS
        No. 128, "Earnings Per Share." Basic Earnings Per Share is calculated by
        dividing income (loss) available to common stockholders by the weighted
        average number of common shares outstanding for each period. Diluted
        Earnings per share is the same as Basic Earnings Per Share since no
        common stock equivalents were outstanding for the years ended June 30,
        2005 and 2004.

        Concentrations of Credit Risk

        Financial instruments, which potentially expose the Company to
        significant concentrations of credit risk, consist principally of bank
        deposits, which may at times exceed federally insured limits. The
        Company had no cash balances that exceeded insured limits at June 30,
        2005 or 2004. Cash is placed primarily in high quality short term
        interest bearing financial instruments. There were no significant
        customers for the fiscal years ended June 30, 2005 and 2004. The Company
        periodically monitors the credit worthiness of its customers to which it
        grants credit terms in the ordinary course of business. The Company does
        not foresee a credit risk with these receivables and accordingly no
        allowance for doubtful accounts has been recorded.

        Use of Estimates

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results can differ from those estimates.



                                                                  - continued -

                                       10

<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note C - Property and Equipment

        Property and equipment consisted of the following:

        ----------------------------------------------------------------------
        June 30,                                            2005        2004
        ----------------------------------------------------------------------

        Computer Equipment                              $ 38,001    $ 38,001
        Leasehold Improvements                            13,255      13,255
        Office Furniture and Equipment                    46,342      46,342
        Warehouse Equipment                               13,414      13,414
        ----------------------------------------------------------------------
                                                       $ 111,012   $ 111,012

        Less:  Accumulated Depreciation                   56,823      40,460
        ----------------------------------------------------------------------

        Net Property and Equipment                      $ 54,189    $ 70,552
        ----------------------------------------------------------------------


Note D - Intangible Assets

        Intangible assets consisted of the following:

        ----------------------------------------------------------------------
        June 30,                                            2005        2004
        ----------------------------------------------------------------------

        Website Development and Domain Name           $3,065,172  $3,054,547
        Marketing Rights                                      --      97,906
        Trademarks                                        15,382      15,382
        Other                                              3,575       3,575
        ----------------------------------------------------------------------
                                                      $3,084,129  $3,171,410

        Less:   Accumulated Amortization                 759,879     610,973
        Less:   Impairment Loss on Marketing Rights           --      97,906
        Less:   Reduction of Domain Name Cost due to
                     Renegotiation                     2,063,708          --
        ----------------------------------------------------------------------

        Net Intangible Assets                         $  260,542  $2,462,531
        ----------------------------------------------------------------------

        In January 2005, the Company renegotiated the purchase price of the
        Domain Name. As a result of the renegotiation, the cost basis was
        reduced by $2,063,708.

        Estimated annual amortization expense for the five years succeeding June
        30, 2005 are as follows:

            2006         2007          2008         2009        2010
            ----         ----          ----         ----        ----

         $  74,078   $  65,433     $  24,224    $  23,454   $  23,454


                                       11

<PAGE>


ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note E - Investments In Affiliates - At Equity

        Investments in affiliates, in which the company owns between 20% and 50%
        ownership consists of the following at June 30:

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

                                                        Tirk     What-A-Limited,
                                                     Enterprises,     Inc.
                                                        Inc.
        2004
        -----------------------------------------------------------------------

        Balance, Beginning of Year                       $ 68,230    $ 38,148
        Income From Investee                                  360          --
        -----------------------------------------------------------------------

        Investment in Affiliates                         $ 68,590    $ 38,148
        -----------------------------------------------------------------------

                                                        Tirk     What-A-Limited,
                                                     Enterprises,     Inc.
        2005                                             Inc.
        -----------------------------------------------------------------------

        Balance, Beginning of Year                       $ 68,590    $ 38,148
        Income From Investee                                  823          --
        -----------------------------------------------------------------------

        Investment in Affiliates                         $ 69,413    $ 38,148
        -----------------------------------------------------------------------

        The carrying amount of the investment approximates the ownership
        percentage in the net assets for the periods presented.

Note F - Debt

        The Company has a line of credit with Key Bank, NA for $10,000, with
        interest at the prime rate plus three percent. The outstanding balance
        was $6,321 and $4,743 at June 30, 2005 and 2004, respectively.

        In January 2000, the Company entered into an agreement with Conrad
        Promotions, LLC and David E. Sloan, unrelated parties, to acquire the
        domain name "As Seen on TV.com". In October 2000, the Company
        renegotiated the purchase price to $2,800,000 in exchange for 2,500,000
        shares of ONTV, Inc. common stock. The note payable required monthly
        payments of a minimum of $5,000 or 5% of monthly gross sales until
        October 2005, at which time, the Company had 45 days to pay the
        remaining balance in full. In January 2005, the Company and the note
        holder reached an agreement to settle the outstanding balance in full
        for a final cash payment of $237,500 and the issuance of 1,000 shares of
        ONTV, Inc. common stock, valued at $40. The balance of the note,
        included in debt in the accompanying consolidated financial statements,
        was $-0- and $2,303,748 at June 30, 2005 and 2004, respectively.

                                       12

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note F - Debt - continued

        In June 2000, ONTV, Inc. entered into a loan agreement with Emanuel
        Tarboti, an unrelated party, in the amount of $250,000. This note is for
        working capital and is secured by a promissory note and 1,500,000 shares
        of common stock. These shares are issued and are being held in trust by
        the Company at June 30, 2005 and 2004. All rights associated with these
        shares remain with ONTV, Inc. The note was due in full on May 16, 2002
        together with accrued interest. The note was in default at June 30, 2002
        and remains in default at June 30, 2005. Concurrent with the sale of the
        Company's equity interest in its former subsidiary Net e-Vantage, Inc.
        on May 16, 2001, this note became the obligation of Net e-Vantage, Inc.
        ONTV, Inc. maintains the 1,500,000 shares of ONTV, Inc. common stock as
        collateral in trust, worth approximately $45,000 on June 30, 2005. The
        lender and Net e-Vantage, Inc. are currently renegotiating new payment
        terms.

Note G - Leases

        During June 2002, the Company entered into a five-year building lease
        with an unrelated entity, with monthly rent of $6,667. On July 1, 2004,
        the lease was amended for the use of additional space in the building,
        with an increase in the monthly rent of $1,000. All other terms and
        conditions of the original lease remain in force. Future minimum lease
        payments for the five years succeeding June 30, 2005 are as follows:

           2006       2007        2008         2009      2010         Total
           ----       ----        ----         ----      ----         -----

         $ 92,000   $ 92,000   $ 23,000       $   --    $    --     $207,000

        Rent expense for the years ended June 30, 2005 and 2004 was $84,370 and
        $80,240, respectively.

Note H - Related Party Transactions

        Related party transactions consisted of transactions with Web Marketing
        FX and the Company. The owner of Web Marketing FX is also a principal
        shareholder of the Company. The net receivable balance was $37,850 at
        June 30, 2005 and 2004. Web Marketing FX provided online access services
        to the Company in the amount of $91,500 and $117,400 for the years ended
        June 30, 2005 and 2004, respectively.

        Related party transactions also consisted of transactions between Boo
        Boo Marketing, LLC and the Company. The owners of Boo Boo Marketing, LLC
        are also principal shareholders of the Company. Boo Boo Marketing, LLC
        provided merchandise for resale to the Company in the amount of $30,000
        and $79,200 for the years ended June 30, 2005 and 2004, respectively.
        The accounts payable balance was $-0- and $39,300 at June 30, 2005 and
        2004, respectively. During the year ended June 30, 2005, Boo Boo
        Marketing, LLC forgave the outstanding payable balance and current year
        purchases, totaling $69,300. Accordingly, the Company has recognized a
        Gain on Forgiveness of Debt in the accompanying consolidated financial
        statements for the year ended June 30, 2005.



                                       13

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Note H - Related Party Transactions - continued

        The Company's President has agreed to defer part of his salary until
        such time the Company's cash position will allow for payment of his full
        salary. As of June 30, 2005 and 2004, the accrued salary balance was
        $473,000 and $350,500, respectively.

        In October 2004, the Company issued 20,000 shares of Preferred Stock to
        the Company's President, valued at $5,000, as partial payment on the
        unpaid accrued salary owed to him. Each share of Preferred Stock carries
        a voting right of 1,000 to 1, is convertible into one share of common
        stock at the holder's option, and is entitled to an annual stock
        dividend of $0.10 per share, if declared. Dividends that are not
        declared do not accrue or accumulate.

Note I - Contingencies

        The Company has filed a lawsuit against one of its vendor for breach of
        contract for failing to provide proper services. The vendor has filed a
        counterclaim against the Company for breach of contract for failing to
        pay invoices for services rendered. The Company intends to defend its
        position, but due to this case still be in the discovery stage, no
        estimate of possible gain or loss can be made, and accordingly, no
        provision for possible gain or loss has been made in the accompanying
        financial statements.

        The Company is currently involved in five additional litigation actions
        as the defendant. Based on the progress made and status of all five
        cases currently, no estimate of possible gain or loss can be made.
        Accordingly, no provision for possible gain or loss has been made in the
        accompanying financial statements.

Note J - Subsequent Event

        In September  2005, the  stockholders  of the Company  approved the sale
        of the Seen OnTV, Inc.  subsidiary,  along with all of the Company's
        assets  associated with the operations  of Seen OnTV,  Inc., to the
        Company's  President,  Daniel M. Fasano.  In return,  Mr.  Fasano  has
        agreed  to  pay  the  Company  $300,000,  through  a Note Receivable
        bearing interest at 5.75% annually,  and assume  responsibility of all
        of the  Company's liabilities, including all potential outstanding
        litigation  liabilities,  except  for any  amounts  owed to Mr.  Fasano
        for  accrued  and unpaid compensation and amounts owed to Seen OnTV,
        Inc. by ONTV, Inc.





<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 31st day of October 2005.

                                  ONTV, INC.


                                 By /s/ Daniel M. Fasano
                                    -----------------------------------------
                                    Daniel M. Fasano, Chief Executive, Financial
                                     And Accounting Officer


Pursuant to the requirements of the Securities Act of l934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


                                     Title                    Date

/s/ Daniel M. Fasano
------------------------
Daniel M. Fasano                    Director             October 31, 2005