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, 2003

                         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. [ ]

      State issuer's revenues for its most recent fiscal year:  $2,579,301

      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, 2003 is $830,230

      As of September 30, 2003 the Company had 23,720,861 outstanding shares of
      Class A common stock.

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









<PAGE>





                       DOCUMENTS INCORPORATED BY REFERENCE

                                TABLE OF CONTENTS


ITEM                             PART I

1.   Description of Business
2.   Business Properties
3.   Legal Proceedings
4.   Submission of Matters to a Vote of Security Holders


                                 PART II

5.   Market for the Registrant's Common Equity and Related Stockholder Matters
6.   Management's Discussion and Analysis of Financial Condition and Results of
     Operations
7.   Financial Statements
8.   Changes In and Disagreements With Accountants on Accounting and Financial
     Disclosure
8a.  Controls and Procedures

                                PART III

9.     Directors, Executive Officers, Promoters and Control Persons; Compliance
       With Section 16(a) of the Exchange Act.
10.    Executive Compensation
11.    Security Ownership of Certain Beneficial Owners and Management 12.
       Certain Relationships and Related Transactions
13.    Exhibits and Reports on Form 8 K 14. Principal Accountant Fees and
       Services



           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This Report contains "forward-looking" statements regarding potential
future events and developments affecting the business of the Company. These
forward looking statements involve risks and uncertainties and are usually
accompanied by words such as "believes," "anticipates," "plans," "expects," and
similar expressions. Our actual results could differ materially from those
expressed or implied by such forward-looking statements as a result of certain
factors, including the risk factors described above and elsewhere in this
Report. Such statements relate to, among other things, (i) competition for
customers for products and services; (ii) the uncertainty of developing or
obtaining rights to new products that will be accepted by the market and the
timing of the introduction of new products into the market; (iii) the limited
market life of the Company's products; and (iv) other statements about the
Company or the direct response industry.


THE COMPANY'S ABILITY TO PREDICT RESULTS OR THE EFFECTS OF ANY PENDING EVENTS ON
THE COMPANY'S OPERATING RESULTS IS INHERENTLY SUBJECT TO VARIOUS RISKS AND
UNCERTAINTIES, INCLUDING COMPETITION FOR PRODUCTS, CUSTOMERS, AND MEDIA ACCESS,
THE UNCERTAINTY OF DEVELOPING OR OBTAINING RIGHTS TO NEW PRODUCTS THAT WILL BE
ACCEPTED BY THE MARKET, THE LIMITED MARKET LIFE OF THE COMPANY'S PRODUCTS, AND
THE EFFECTS OF GOVERNMENT REGULATIONS. SEE MANAGEMENT'S DISCUSSION AND ANALYSIS.

                                        2


<PAGE>


                                     PART I


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 a cost
cutting move, made the decision to bring management of the website in-house.

The Company operates the websites "SeenOnTV.Com" and "AsSeenOnTV.com". These are
destination websites offering "as seen on tv" products direct to the consumer
via the Internet. Each website currently derives income from buying at
distributor prices and selling products to wholesale and retail customers. The
Company's management has over thirteen years of experience in the direct
response television industry and maintains a wide range of relationships with
many direct response television marketing companies as well as major
manufacturers who provide products to the direct response industry.

Consumer products, which the Company markets through Seen On TV, Inc., include a
wide variety of categories, i.e.: health, beauty, weight loss, kitchen, sporting
goods, and household appliances, etc. Products sold by Seen On TV, Inc. include,
but are not limited to: 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.

                                        3


<PAGE>


The Company purchases products from a multitude of vendors. The Company carries
inventory and relies, to a large extent, on rapid fulfillment from these and
other vendors. These venders include, but are not limited to: Media Group,
Reliant Interactive Media, On-Tel Products Corp., Orange Glo International,
Inc., Cava, Homedics, Thane, Ronco Inventions, Salco International, Salton, and
Tactica International. The Company has no long-term contracts or arrangements
with any of its vendors that guarantee the availability of merchandise, the
continuation of particular payment terms or the extension of credit limits.
There can be no assurance that the Company's current vendors will continue to
sell merchandise to the Company on current terms or that the Company will be
able to establish new, or extend current, vendor relationships to ensure
acquisition of merchandise in a timely and efficient manner and on acceptable
commercial terms. If the Company were unable to develop and maintain
relationships with vendors that would allow it to obtain sufficient quantities
of merchandise on acceptable commercial terms, its business, prospects,
financial condition and results of operations would be materially affected in an
adverse manner.

The Company competes with a number of other companies that provide electronic
retailing. This competition takes place between the companies that offer
products for sale to end users over the Internet. The competitors try to select
products to sell which will be the most desirable to the customer. Each
competitor attempts to purchase those products at the price which will enable
the competitor to offer the product at the best price to the customer. In
addition, each competitor tries to market the products to the most customers in
order to increase market share. The competitors are trying to attract the
customer that is looking for specific "as seen on tv" products. One way this is
done is by reliance upon the various Internet search engines, in order to
achieve high rankings for those customers to find a competitor's website. The
Company cannot control those search engines, nor are the search engines under
government control. Some of these competitors may have greater financial,
technical, and marketing resources than the Company has. This may allow them to
devote greater resources to the development and promotion of their products and
services. In addition, some of these competitors may offer a broader base of
products and services that may attract consumers to their websites. This could
result in reduced market penetration for the Company's products and services. In
addition, because the barriers to entry are low, new competitors may emerge and
rapidly acquire market share.

On June 2, 2000, the Company formed a subsidiary, Net e-Vantage, Inc. (Net e).,
to acquire product lines, services and major brand names through direct
manufacturer relationships and authorized distributors. In May 2001 the Company
sold a majority of its interest in Net e for $365,000 which was payable by means
of a promissory note due in May 2002. The sale resulted in a gain of $365,000.
As of June 30, 2002, no payments had been received on the note and Net e was
insolvent. Accordingly, the note was deemed uncollectible and the note
receivable balance was expensed, net of a tax benefit of $55,100, under
Discontinued Operations on the Company's Statements of Operations.




                                        4


<PAGE>


The Company has not spent any amounts on research and development. Although the
Company uses the logo "As Seen On TV" for advertising purposes, neither the
Company, nor any other entity, has a trade mark on this term. It is merely an
descriptive term with which customers may identify. However, the Company's
website, AsSeenOnTV.com is exclusive to the Company. It is the belief of
management that the website name represents an advertising tool for the Company.

The Company has not been involved in any bankruptcy, receivership, or similar
proceeding. Additionally, the Company has not incurred any environmental
expenses.

As of September 30, 2003, the Company employed eight full-time and three
part-time persons in its Rochester, New York office. The Company's employees are
not represented by labor unions. The Company believes relations with its
employees are good.


ITEM 2. PROPERTIES

In May 2002, the Company entered into a five-year lease for office and warehouse
space at 2444 Innovation Way, Bldg 10, Rochester, New York 14624. During June
2002, the Company relocated its corporate headquarters, along with its
fulfillment and warehouse operations into this facility. Under terms of the
lease, the Company is obligated by a five-year lease with an unrelated entity,
commencing June 1, 2002 with a monthly rent of $6,667 and ending September 30,
2007. This newly constructed facility is anticipated to provide ample space for
operations and growth during the term of the lease.


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.



                                        5


<PAGE>


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.

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

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

None


                                     PART II


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


The Common Stock of the Company, trading under the symbol of "ONTV", is quoted
on the NASD's Over The Counter Bulletin Board ("OTCBB"). The following
information is provided, based upon quotations supplied by YAHOO!FINANCE.


Quarter Ended            Low Bid       High Bid
-------------            -------       --------

September 30, 2001         .04            .08

December 31, 2001          .05            .09

March 31, 2002             .05            .07

June 30, 2002              .05            .12

September 30, 2002         .05            .08

December 31, 2002          .03            .05

March 31, 2003             .03            .04

June 30, 2003              .03            .04


The foregoing price information is based upon inter-dealer prices, without
retail mark-up, mark down or commission, and may not represent actual
transactions.


As of September 30, 2003, there were 23,720,861 shares of common stock
outstanding, held by 1024 shareholders of record.


The Company has not declared or paid any cash dividends on our common stock
since inception. We intend to retain any future earnings to finance the
operation and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future.

                                        6


<PAGE>


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

The statements contained in this Annual Report on Form 10-KSB which are not
historical facts, including (without limitation) in particular, statements made
in this Item and in "Item 1 - Business", may contain forward-looking statements
that are subject to important factors that could cause actual results to differ
materially from those in the forward-looking statement, including (without
limitation) product demand; the effect of economic conditions; the impact of
competitive services, products and pricing; product supply restraints or
difficulties; industry regulation; the continued availability of capital
resources and financing and other risks set forth or incorporated herein and in
the Company's Securities and Exchange Commission filings. The Company does not
undertake to update any forward-looking statement that may be made from time to
time by or on behalf of the Company.


                              RESULTS OF OPERATIONS


Revenue for the fiscal year ended June 30, 2003 was $2,579,301, a decrease of
approximately 27% over fiscal year 2002 revenue of $3,538,297. The decrease is
primarily the result of current economic conditions.

Cost of goods sold, as a percentage of revenue, was 59% for the fiscal year
ending June 30, 2003, as compared with 60% for the fiscal year ended June 30,
2002. Management believes that the current percentages are in line with future
expectations.

Operating expenses, as a percentage of revenue, were 54% for the fiscal year
ended June 30, 2003, as compared with 35% for the prior year. This increase
during the current operating period is primarily the result of lower sales
volume and increases in rent, advertising and payroll.




                                        7


<PAGE>


                               IMPACT OF INFLATION

Management believes inflation has not had a material effect on the Company's
operations or on its financial condition. The Company believes that it will be
able to offset any future effects of inflation. The Company does not purchase,
by contract, any product for resale. The Company sells products on an individual
basis. Management therefore believes that any increase in costs to the Company
can be immediately passed on to the customer. Although inflation could have an
impact on the volume of sales, the Company could combat this by adjusting
product mix, or by the change of product offered for sale.


                         LIQUIDITY AND CAPITAL RESOURCES

At the end of fiscal year 2003, working capital was $(208,427), a decrease of
$(180,999) over the prior fiscal year. The decrease in working capital was
primarily due to a decrease in sales. Cash flow from operating activities
decreased to $35,863 for the current fiscal year, from $310,741 in the year
ending June 30, 2002. This decrease resulted from the previously described
decrease in revenue.

On January 14, 2000, the Company purchased, at a total cost of $5,000,000, the
domain name, AsSeenOnTV.com. Consideration for the acquisition included a cash
payment of $25,000 and a non-interest-bearing promissory note of $4,975,000. On
October 13, 2000, the purchase contract was renegotiated, with the purchase
price decreased to $2,800,000, and the resultant note payable decreased to a
balance of $2,455,000. The entire note balance had been classified as a current
liability in prior reporting periods, however with the restructure of the note
agreement, only $60,000 is now a current liability due within the current
operating cycle, with the balance being reflected as a long term liability. The
renegotiated note payable requires monthly payments of a minimum of $5,000, or
5% of monthly gross sales, until October 2005, at which time, the Company will
have 45 days to pay the remaining balance in full. The domain name is the only
collateral for the renegotiated note. Should the Company default on the
renegotiated note, the domain name would revert back to the seller, and the
Company would forfeit all stock and cash paid to date.

On June 2, 2000, the Company formed a subsidiary, Net e-Vantage, Inc. (Net e).,
to acquire product lines, services and major brand names through direct
manufacturer relationships and authorized distributors. In May 2001, the company
sold a majority of its interest in Net e for $365,000 which was payable by means
of a promissory note due in May 2002. The sale resulted in a gain of $365,000.
As of June 30, 2002, no payments had been received on the note and Net e was
insolvent. Accordingly, the note was deemed uncollectible and the note
receivable balance was expensed, net of a tax benefit of $55,100, under
Discontinued Operations on the Statements of Operations.

Traditionally, in the electronic retailing business, retailers may expect to see
an significant increase in sales during the last several weeks of a calendar
year, caused by holiday shopping. The Company notes that in the fiscal year
ended June 30, 2002, sales orders received during the holiday period comprised
20% of the orders received over the entire fiscal year.

Management believes that income generated from operations may be sufficient to
finance the potential growth of the sales of the business. Working capital
requirements, primarily related to increased inventory needs, may increase as a
result of the alliances entered into by the Company. The Company may seek
financing with a traditional lender in order to fund this growth. Such financing
may include secured lines of credit, or debenture bonds. There can be no
assurance that financing will be available in amounts or on terms acceptable to
the Company, if at all.

                                        8


<PAGE>




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.

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
within 90 days of the filing date 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.

                                    PART III


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          41             Chairman, Chief Executive Officer, and
                                         President


DANIEL M. FASANO, of Rochester, New York, has served as CEO and Director of the
Company since February 1996. Since February 2001, upon the resignation of the
previous office holder, Mr. Fasano has also served as President. He 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. During this period, Mr. Fasano was an officer in a
Direct Response cosmetics and skin care company involved in the production of
infomercials. Mr. Fasano attended Rochester Institute of Technology.

                                        9


<PAGE>




Frank T. Costanzo resigned as a director of the Company in September 2003.

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, 2003 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 fiscal 2002
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.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
<S>                                <C>          <C>            <C>            <C>
                                                                              Other
                                                                            Annual
                                  Year         Salary ($)                Compensation ($)
Name and Principal Position      Ending          (1)           Bonus          (2)
---------------------------      ------        ---------       -----      --------------


Daniel M. Fasano                 6/30/03       150,000           -0-         12,000
CEO                              6/30/02       137,500           -0-         12,000
                                 6/30/01       125,000           -0-         12,000
</TABLE>

(1)      Mr. Fasano has agreed to defer part of his salary until such time the
         Company's cash position will allow for the payment of his salary. As of
         June 30, 2003 the salary owed to Mr. Fasano was $219,000.

(2)      These amounts are payments for the business use of Mr. Fasano's
         personal vehicle.

                                       10


<PAGE>



                              Employment Agreement

On January 1, 2000, Daniel M. Fasano entered into a new five-year employment
agreement with the Company, expiring December 31, 2005. This agreement carried
an annual base salary of $125,000 for the first year, to be increased by $12,500
per year for each of the remaining four years of the agreement. Mr. Fasano
agreed to defer the first annual increase due January 1, 2001 to January 1,
2002. The agreement also provides for incentive compensation based upon certain
increases to the Company's revenues, a Stock Option Plan which will allow Mr.
Fasano to purchase stock based on the trading price of the stock reaching
specific targets, and a provision for the payment of termination benefits should
the Company undergo a sale or transfer of ownership. Under this agreement, Mr.
Fasano is subject to a non-compete, nondisclosure, and assignment of invention
provisions.

STOCK OPTIONS GRANTED IN FISCAL 2001

None

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 2002 by (i) each
person who is known by the Company based on the records of the Company's
transfer agent and relevant documents filed with the SEC to own beneficially
more than 5% of the outstanding shares of the Company's Common Stock, (ii) each
officer and director of the Company, and (iii) all officers and directors of the
Company as a group.


NAME                                AMOUNT AND NATURE OF      PERCENT OF COMMON
AND ADDRESS                         BENEFICIAL OWNERSHIP(1)   STOCK OUTSTANDING
-----------                        ------------------------   -----------------

Daniel M. Fasano                         3,879,166                   16.4%
  244 Innovation Way, Bldg 10,
  Rochester, NY 14624

Daniel J. Fasano                         3,000,000                   12.6%
  13 Fox Tail Lane
  Rochester, NY 14624

Conrad Promotions, LLC                   2,500,000                   10.6%
  15034 North 40th Place
  Phoenix, AZ 85032

Emanuel Tarboti                          1,500,000(2)                 6.3%
  P.O. Box 1767 Rancho
  Santa Fe, CA 92067

Frank T. Costanzo                        2,703,834                   11.4%
  651 W. Mountain Vista Drive
  Phoenix, AZ  85045

All Directors and Executive Officers
   as a group (1 person)                 3,879,166                   16.4%



                                       11


<PAGE>




(1)    Except as indicated in the footnotes to this table, the persons named in
       the table have sole voting and investment power with respect to all
       shares of Common Stock shown as beneficially owned by them, subject to
       community property laws where applicable.

(2)    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 I to the
Company's financial statements for information pertaining to transactions
between the Company and these entities.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8 K

 (a) EXHIBITS:

         EXHIBIT
         NUMBER                DESCRIPTION OF EXHIBIT
         ------                ----------------------

         3 (i)             Articles of Incorporation (1)
         3 (ii)            By-laws (1)
         4                 Form of Common Stock Certificate (1)
        10.1               Employment Contract of Daniel M. Fasano (1)
        21                 Subsidiaries (1)
        31                 Rule 13a-14(a)/15d-14(a) certifications
        32                 Section 1350 certifications

(1)   Incorporated by reference to the same Exhibits filed as part of the
      Company's Form 10-SB.

 (b) REPORTS ON FORM 8-K

     The Company  did not file any  reports on Form 8-K during the three  months
ended June 30, 2003.

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, 2003 and June 30, 2002 by Rotenberg &
Co., LLP, the Company's independent auditors:

                                                  Year Ended June 30,
                                                2003              2002
                                               -------           -------
                   Audit Fees                $  16,750          $ 16,725
                   Audit-Related Fees        $     -0-          $    -0-
                   Tax Fees                  $   6,960          $    750
                   All Other Fees            $     -0-          $  1,250


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.

                                       12


<PAGE>


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

                        --------------------------------
                                FINANCIAL REPORTS
                                       AT
                                  JUNE 30, 2003
                        --------------------------------


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A Delaware Corporation)
Rochester, New York


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


Independent Auditors' Report                                         1

Consolidated Balance Sheets at June 30, 2003 and 2002                2

Consolidated Statements of Changes in Stockholders' Equity
 for the Years Ended June 30, 2003, and 2002                         3

Consolidated Statements of Operations for the Years Ended
 June 30, 2003 and 2002                                              4

Consolidated Statements of Cash Flows for the Years Ended
 June 30, 2003 and 2002                                             5-6

Notes to Consolidated Financial Statements                          7-15




<PAGE>



                          INDEPENDENT AUDITORS' REPORT



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, 2003 and 2002, and the related consolidated
statements of changes in stockholders' equity, operations, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. 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, 2003 and 2002, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.




/s/ Rotenberg & Co., LLP


Rotenberg & Co., LLP
Rochester, New York
  August 7, 2003


<PAGE>


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

CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------
June 30,                                                  2003            2002
-------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents                             $  46,374       $  96,914
Inventory                                               249,987         177,414
Prepaid Expenses and Security Deposits                    6,667           6,667
-------------------------------------------------------------------------------

Total Current Assets                                    303,028         280,995

Property and Equipment - Net of Accumulated              61,753          65,182
Depreciation

Other Assets
Accounts Receivable - Related Party                      37,850          37,850
Due from Officer                                         82,193          79,101
Intangible Assets - Net of Accumulated Amortization   2,718,338       2,877,085
Investments in Affiliates                               106,378         105,308
-------------------------------------------------------------------------------

Total Assets                                        $ 3,309,540     $ 3,445,521
===============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Expenses                 $ 175,935       $ 125,923
Accounts Payable and Accrued Expenses -
    Related Parties                                     274,300         122,500
Notes Payable - Due Within One Year                      61,220          60,000
--------------------------------------------------------------------------------

Total Current Liabilities                               511,455         308,423

Other Liablities
Notes Payable - Due After One Year                    2,256,248       2,277,397
-------------------------------------------------------------------------------

Total Liabilities                                     2,767,703       2,585,820
-------------------------------------------------------------------------------

Stockholders' Equity
Common Stock:  $.001 Par; 100,000,000 Shares
         Authorized,
         23,720,861 Shares Issued; and
         23,593,361 Shares Outstanding                   23,721          23,721

Additional Paid-In Capital                            1,052,099       1,052,099
Retained Earnings (Deficit)                            (514,774)       (196,910)
-------------------------------------------------------------------------------
                                                        561,046         878,910
Less: Stock Held in Trust                                 1,500           1,500
          Treasury Stock - 127,500 Shares at Cost        17,709          17,709
-------------------------------------------------------------------------------

Total Stockholders' Equity                              541,837         859,701
-------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity          $ 3,309,540     $ 3,445,521
===============================================================================

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

                                      - 2 -
<PAGE>



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

<TABLE>
 <S>                              <C>           <C>           <C>           <C>           <C>          <C>           <C>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------------------
                                                           Additional      Retained                                  Total
                                Number         Common       Paid-In        Earnings     Stock Held    Treasury    Stockholders'
                               of Shares       Stock        Capital       (Deficit)     in Trust        Stock         Equity
-------------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2001        23,720,861     $ 23,721     $ 1,052,099     $ 15,682      $(1,500)    $(12,087)      $ 1,077,915

Purchase   of   Treasury
Stock -  70,000 Shares                 --           --              --           --           --       (5,622)           (5,622)

Net Loss                               --           --              --     (212,592)          --           --          (212,592)
--------------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2002        23,720,861       23,721       1,052,099     (196,910)      (1,500)     (17,709)          859,701

Net Loss                               --           --              --     (317,864)          --           --          (299,864)
--------------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2003        23,720,861     $ 23,721     $ 1,052,099    $(514,774)     $(1,500)    $(17,709)        $ 559,837
---------------------------------------------------------------------------------------------------------------------------------
</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,                                  2003              2002
-------------------------------------------------------------------------------

Revenues, Net of Returns                        $   2,579,301     $ 3,538,297


Cost of Goods Sold                                  1,518,046       2,138,267
-------------------------------------------------------------------------------

Gross Profit                                        1,061,255       1,400,030
-------------------------------------------------------------------------------
Expenses
Advertising                                           254,368         237,564
Amortization                                          212,967         182,794
Depreciation                                           12,591           8,386
Interest                                                   20             343
Legal and Accounting                                   53,800          50,206
Payroll and Payroll Taxes                             397,228         304,992
Shipping Supplies                                      30,919          49,845
Other Expenses                                        429,334         414,382
-------------------------------------------------------------------------------
Total Expenses                                      1,391,227       1,248,512
-------------------------------------------------------------------------------

Operating Income (Loss) Before Other Income
  and (Expenses) and Provision for Income Taxes      (329,972)        151,518

Other Income and (Expenses)
Other Income                                           13,475          37,706
Equity in Income (Loss) of Unconsolidated Investments   1,070          (1,387)
Loss from Impairment of Investment in Affiliate (Note      --         (31,829)
E)
-------------------------------------------------------------------------------

Income (Loss) Before Provision for Income Taxes      (315,427)        156,008

Provision for Income Taxes                              2,437          55,100
-------------------------------------------------------------------------------

Income (Loss) from Continuing Operations             (317,864)        100,908

Discontinued Operations (Note J)
   Loss from Impairment of Note Receivable from
   Significant Disposition of Subsidiary, Net of
   Tax Benefit of $55,100                                  --        (313,500)
-------------------------------------------------------------------------------

Net Loss                                           $ (317,864)      $(212,592)
==============================================================================

EARNINGS PER SHARE
==============================================================================

Weighted Average Number of Common Shares
  Outstanding                                      23,593,361      23,637,114

Income (Loss) from Continuing Operations
     per Common Share - Basic and Diluted        $      (0.01)    $      0.00

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

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,                                   2003              2002
-------------------------------------------------------------------------------

Cash Flows from Operating Activities

Net Loss                                           $(317,864)        $(212,592)

Adjustments to Reconcile Net Loss
  To Net Cash Flows from Operating Activities:
Amortization                                         212,967           182,794
Bad Debts                                                 --             3,373
Depreciation                                          12,591             8,386
Loss from Impairment of Note Receivable - Related         --           368,600
Party
Equity in (Income) Loss of Unconsolidated
   Investments                                        (1,070)            1,387
Loss from Impairment of Investment in Affiliate           --            31,829

Changes in Assets and Liabilities:
Accounts Receivable                                       --            (3,373)
Accounts Receivable - Related Party                       --              (540)
Inventory                                            (72,573)          (95,468)
Prepaid Expenses and Security Deposits                    --            (4,167)
Accounts Payable and Accrued Expenses                 50,012           (31,447)
Accounts Payable and Accrued Expenses - Related      151,800            61,959
   Parties
-------------------------------------------------------------------------------

Net Cash Flows From Operating Activities              35,863           310,741
-------------------------------------------------------------------------------

Cash Flows from Investing Activities
Investments in Affiliates                                 --            (5,000)
Acquisition of Property and Equipment                 (9,162)          (43,103)
Acquisition of Intangible Assets                     (54,220)          (48,282)
-------------------------------------------------------------------------------

Net Cash Flows from Investing Activities             (63,382)          (96,385)
-------------------------------------------------------------------------------

Cash Flows from Financing Activities
Advances to Officer                                   (3,092)          (18,570)
Repayment of Debt                                    (19,929)          (94,503)
Purchase of Treasury Stock                                --            (5,622)
------------------------------------------------------------------------------

Net Cash Flows from Financing Activities             (23,021)         (118,695)
------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents              (50,540)           95,661

Cash and Cash Equivalents - Beginning of Year         96,914             1,253
-------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Year             $ 46,374          $ 96,914
==============================================================================
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,                                    2003              2002
-------------------------------------------------------------------------------
Supplemental Disclosures
-------------------------------------------------------------------------------
Interest Paid                                       $    20           $   343
Income Taxes Paid                                   $ 2,437           $ 9,155
==============================================================================

NON-CASH INVESTING AND FINANCING ACTIVITIES
------------------------------------------------------------------------------
Loss from Impairment of Note Receivable from
  Significant Disposition of Subsidiary             $    --         $ 368,600
Loss from Impairment of Investment of Affiliate     $    --         $  31,829
==============================================================================




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 authorized to issue 100,000,000 shares of common stock $.001 par
        value. The Company is also authorized to issue 5,000,000 shares of
        preferred stock. There were no preferred shares issued or outstanding at
        June 30, 2003. The structure of common stock consists of 80,000,000
        shares of Class A common stock and 20,000,000 shares of Class B common
        stock. 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 intercompany balances
        and transactions have been eliminated in consolidation.

        Segment Data, Geographic Information and Significant Customers

        The Company operates in one industry segment and generates revenue from
        customers throughout the United States. Previously, the Company operated
        in two industry segments, but during the year ended June 30, 2002, the
        Company ceased the activities of its website hosting and development
        segment.

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 the estimated useful lives
        as follows:

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

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

        Due from officer consists of short-term advances due on demand. The
        amount due from officer bears no interest and contains no formal
        repayment terms. During the year ended June 30, 2003 and 2002, the
        Company made advances to officer of $3,092 and $18,570, respectively.

        Domain Name

        The Company acquired the exclusive rights to the domain name "As Seen on
        TV" during the fiscal year end 2000. The domain name became operational
        during the first quarter of the fiscal year end 2002, and accordingly,
        amortization was charged to operations on the straight-line method over
        15 years.

        Website Development

        The Company has made expenditures in designing and developing a website.
        The company is amortizing the cost of the website developments as a
        charge to operations using the straight line method over 5 - 10 years.

        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.

        Marketing Rights

        The Company has entered into 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 will amortize the cost
        of this agreement as a charge to operations when marketing of CSA
        products commences. The Company will begin to amortize the rights in
        July 2003, ratably over 5 years.

        Impairment of Marketing Rights

        The Company has adopted the 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, there were no adjustments to the carrying
        value of long-lived assets for the years ended June 30, 2003 or 2002.


                                                                - continued -

<PAGE>


ONTV, INC. & SUBSIDIARIES
(A Delaware Corporation)
Rochester, New York


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

Note B -   Summary of Significant Accounting Policies - continued

        Investments In Affiliates

        The Company has a 20% investment in two non-majority owned 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.

        The Company had an equity investment of 23% in a non-majority owned
        affiliate. The investment was 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 investments. A principal stockholder in
        ONTV, Inc. also held a material interest in the affiliate. On June 30,
        2002, the carrying value of this equity investment was reduced to $-0-
        by impairment, due to inactivity and no expected future benefit from the
        affiliate.

        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 $254,368 and
        $237,564 for the years ended June 30, 2003 and 2002, respectively. The
        Company did not incur any direct-response advertising costs during the
        years ended June 30, 2003 and 2002.

        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 deferred tax assets or liabilities
        at June 30, 2003 and 2002.

        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.

                                                                 - continued -


<PAGE>


ONTV, INC. & SUBSIDIARIES
(A Delaware Corporation)
Rochester, New York


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

Note B -  Summary of Significant Accounting Policies - continued

        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,
        2003 and 2002.

        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,
        2003 or 2002. Cash is placed primarily in high quality short term
        interest bearing financial instruments. There were no significant
        customers for the fiscal years ending June 30, 2003 and 2002. 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.

        Reclassifications

        Certain amounts in the prior year financial statements have been
        reclassified to conform with the current year presentation.



<PAGE>


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


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

Note C -  Property and Equipment

         Property  and  equipment  are  recorded at cost and  consisted  of the
         following:

        -----------------------------------------------------------------------
        June 30,                                             2003        2002
        -----------------------------------------------------------------------

        Warehouse Equipment                               $ 12,446    $ 12,446
        Office Furniture and Equipment                      46,342      40,654
        Computer Equipment                                  15,177      12,003
        Leasehold Improvements                              13,255      12,955
        -----------------------------------------------------------------------
                                                          $ 87,220    $ 78,058
        Less:  Accumulated Depreciation                     25,467      12,876
        ----------------------------------------------------------------------

        Net Property and Equipment                        $ 61,753    $ 65,182
        ======================================================================

        Depreciation expense for the years ended June 30, 2003 and 2002 was
        $12,591 and $8,386, respectively.

Note    D - Intangible Assets Intangible assets consisted of the following:

        -----------------------------------------------------------------------
        June 30,                                           2003        2002
        -----------------------------------------------------------------------

        Website Development and Domain Name           $  2,997,854  $2,943,634

        Marketing Rights                                    97,906      97,906
        Trademarks                                          15,382      15,382
        Other                                                3,575       3,575
        -----------------------------------------------------------------------
                                                      $  3,114,717  $3,060,497

        Less:  Accumulated Amortization                    396,379     183,412
        -----------------------------------------------------------------------

        Net Intangible Assets                          $ 2,718,338  $2,877,085
        =======================================================================

        Amortization expense for the years ended June 30, 2003 and 2002 was
        $212,967 and $182,794, respectively.

        Estimated annual amortization expense for the five years succeeding June
        30, 2003 are as follows:

              2004          2005           2006           2007           2008
        -----------------------------------------------------------------------
          $ 211,094      $ 211,053      $ 204,927      $ 204,927      $ 204,159
        =======================================================================



<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           Ronco     What-A-Limited,
                                     Enterprises,     Holding         Inc.
         2002                            Inc.        Group, Inc.
        -----------------------------------------------------------------------

        Balance, Beginning of Year     $ 63,547      $ 31,829       $ 38,148
        Additional Investments            5,000            --             --
        Loss From Investee               (1,387)           --             --
        Loss From Impairment                 --       (31,829)            --
        ----------------------------------------------------------------------

        Investment in Affiliates       $ 67,160      $     --       $ 38,148
         ======================================================================

                                         Tirk          Ronco     What-A-Limited,
                                     Enterprises,     Holding         Inc.
         2003                            Inc.        Group, Inc.
        -----------------------------------------------------------------------

        Balance, Beginning of Year     $ 67,160      $     --       $ 38,148
        Income From Investee              1,070            --             --
        -----------------------------------------------------------------------

        Investment in Affiliates       $ 68,230      $     --       $ 38,148
        =======================================================================

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

        On June 30, 2002, the equity investment in Ronco Holding Group, Inc. was
        deemed to be impaired, due to inactivity and no expected future benefit
        from the affiliate. Accordingly, the Company's carrying value of this
        equity investment has been reduced to $-0-.

Note F - Notes Payable

        In January 2000, the Company entered into an agreement with an unrelated
        entity to acquire the domain name "As Seen on TV.com" for $5,000,000.
        The consideration included cash of $25,000 and a non-interest bearing
        promissory note of $4,975,000. The note was collateralized by 2,100,000
        shares of ONTV, Inc. common stock, which are held in escrow, and the
        domain name. The terms of the note required a payment of $150,000 due on
        July 18, 2000 with the balance of the note due on April 18, 2001. The
        debt is non-recourse and should the Company default on the note terms,
        the domain name would revert back to the seller, and the Company would
        forfeit the stock given as collateral.

                                                                 - continued -


<PAGE>


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


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


Note F -  Notes Payable - continued

        In October 2001, the Company renegotiated the purchase price of the
        domain name "As Seen on TV.com". The purchase price was adjusted from
        $5,000,000 down to $2,800,000 in exchange for 2,500,000 shares of ONTV,
        Inc. common stock. The renegotiated note payable requires monthly
        payments of a minimum of $5,000 or 5% of monthly gross sales until
        October 2005, at which time, the Company will have 45 days to pay the
        remaining balance in full. The domain name is the only collateral on the
        renegotiated note. Should the Company default on the renegotiated note,
        the domain name could revert back to the seller, and the Company would
        forfeit all stock and cash paid to date. The balance of the note at June
        30, 2003 and 2002 was $2,316,248 and $2,337,397, respectively. As of
        June 30, 2003, the Company was delinquent in making their required
        monthly payments and is in negotiations with the note holder to
        restructure the terms of the outstanding balance on the note payable.
        Management expects to retain ownership of the domain name as a result of
        the negotiations.

        Annual maturities of note payable for the five years succeeding June 30,
        2003 are as follows:

             2004           2005           2006           2007           2008
        ----------------------------------------------------------------------
         $ 60,000        $ 60,000      $ 2,196,248       $   --        $   --
         =====================================================================

        In June 2000, ONTV, Inc. entered into a loan agreement with an unrelated
        entity 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, 2003 and 2002. 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, 2003. The Company and lender are currently
        renegotiating new payment terms.

        Concurrent with the sale of the Company's equity interest in its
        subsidiary Net e-Vantage, Inc. on May 16, 2001, this note became the
        obligation of Net e-Vantage, Inc. ONTV, Inc. continues to guarantee the
        note and maintains the 1,500,000 shares of ONTV, Inc. common stock as
        collateral in trust, approximately worth $45,000 on June 30, 2003.

Note G -  Line of Credit

        The Company has a line of credit with Key Bank, NA for $10,000 with
        interest at the prime rate plus three percent. The balance was $1,220
        and $-0- at June 30, 2003 and 2002, respectively.

Note H - Leases

        During June 2002, the Company relocated its operations. Under the
        previous lease, the Company was obligated by a two-year lease beginning
        June 2000 with an unrelated entity. The lease required monthly payments
        of $2,279 per month for the first year, increasing to $2,347 per month
        for the second year.

                                                               - continued -



<PAGE>


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


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


Note H -Leases - continued

        Under the current lease, the Company is obligated by a five-year lease
        with an unrelated entity, commencing June 1, 2002 with a monthly rent of
        $6,667. Future minimum lease payments for the five years succeeding June
        30, 2003 are as follows:

           2004        2005         2006         2007         2008       Total
        -----------------------------------------------------------------------
        $ 80,000     $ 80,000    $ 80,000     $ 80,000     $ 20,000   $ 340,000
         ======================================================================

  Rent expense for the years ended June 30, 2003 and 2002 was $73,357 and
$34,973, respectively.

Note I - 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, 2003 and 2002. Web Marketing FX provided online access services
        to the Company in the amount of $87,100 and $82,000 for the years ended
        June 30, 2003 and 2002, 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 $144,300
        and $-0- for the years ended June 30, 2003 and 2002, respectively. The
        accounts payable balance was $55,300 and $-0- at June 30, 2003 and 2002,
        respectively.

        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, 2003 and 2002, the accrued salary balance was
        $219,000 and $120,000, respectively.

Note J -  Discontinued Operations

        On May 16, 2001, the Company elected to sell approximately 80% of its
        57% equity interest in its majority-owned subsidiary Net e-Vantage, Inc.
        (Net e) to Net e, in exchange for a promissory note of $365,000. The
        Company no longer accounts for Net e as a majority - owned subsidiary in
        its consolidated financial statements. The sale resulted in a gain of
        $365,000.

        The terms of the note receivable required full payment of the note, plus
        accrued interest of 8%, on May 16, 2002. The note is collateralized by
        the 3,650,000 shares sold. In the event of default, the note becomes
        payable immediately, with the interest rate increasing to 10%,
        retroactively to May 16, 2001. The balance of the note receivable
        together with interest at June 30, 2001 was $368,600.

        As of June 30, 2002, no payments had been received, Net e was insolvent,
        and the note was deemed uncollectible. Accordingly, the note receivable
        balance was reduced to $-0-, with a corresponding loss, net of a tax
        benefit of $55,100, recorded under Discontinued Operations on the
        Statements of Operations.




<PAGE>


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


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


Note K -  Contingencies

        The Company has been named a defendant in a lawsuit. While the Company
        may prevail, it is possible that the Company may be liable for the
        amount of the claim. The Company believes that in the event the outcome
        is unfavorable, the amount can be settled for approximately $16,500.
        Accordingly, this amount has been recorded in the accompanying financial
        statements.

        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 had been named a defendant in a lawsuit for trademark
        infringement. In accordance with the settlement that was reached between
        the parties, the Company will pay the plaintiff $18,000, and
        accordingly, this amount has been recorded in the accompanying financial
        statements.

        The Company is currently involved in two additional civil actions as a
        defendant. Both actions are currently in the initial stages of
        discovery. Therefore, 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.

Note L - Recently Issued Accounting Standards

        In June 2002, the Financial Accounting Standards Board issued FASB
        Statement No. 146, Accounting for Costs Associated with Exit or Disposal
        Activities (SFAS 146). SFAS 146 addresses the financial accounting and
        reporting for costs associated with exit or disposal activities and
        nullifies Emerging Issues Task Force Issue No. 94-3, Liability
        Recognition for Certain Employee Termination Benefits and Other Costs to
        Exit and Activity (including Certain Costs Incurred in a Restructuring).
        SFAS 146 requires companies to recognize costs associated with exit or
        disposal activities when they are incurred rather than at the date of a
        commitment to an exit or disposal plan. Costs covered by SFAS 146
        include lease termination costs and certain employee severance costs
        that are associated with a restructuring, discontinued operation, plant
        closing, or other exit or disposal activity. SFAS 146 applies to all
        exit or disposal activities initiated after December 31, 2002.

        In December 2002, the Financial Accounting Standards Board issued FASB
        Statement No. 148, Accounting for Stock-Based Compensation - Transition
        and Disclosure - an amendment of FASB Statement No. 123 (SFAS 148). SFAS
        148 amends FASB Statement No. 123, Accounting for Stock-Based
        Compensation (SFAS 123), to provide alternative methods of transition
        for a voluntary change to the fair value based method of accounting for
        stock-based employee compensation. In addition, SFAS 123 has been
        amended to require disclosure of additional information concerning the
        effects of stock-based employee compensation on earnings. Finally, SFAS
        148 amends APB Opinion 28, Interim Financial Reporting, to call for
        disclosure of SFAS 123 proforma information on a quarterly basis. SFAS
        148 is effective for fiscal years ending after December 15, 2002.
        Interim quarterly disclosures are required for reports containing
        condensed financial statements for periods beginning after December 15,
        2002.

        The Company has adopted SFAS 146 and SFAS 148, as of January 1, 2003,
        and has determined that they have had no impact on the financial
        position and results of its operations for the period ended June 30,
        2003.


<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 __ day of October, 2003.

                                   ONTV, INC.

                                  By /s/ Daniel M. Fasano
                                     ---------------------------------------
                                     Daniel M. Fasano, Chief Executive and
                                     Financial 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 10, 2003