<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 For The Quarterly Period Ended March 31, 2002


[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        Commission File Number 000-29249

                                   ONTV, Inc.
                                   ----------
        (Exact name of small business issuer as specified in its charter)


                Delaware                                 16-1499611
               ----------                                ----------
  (State or other jurisdiction of           (IRS Employer Identification Number)
   incorporation or organization)


                             75 Bermar Park, Suite 5
                            Rochester, New York 14624
                            -------------------------
                    (Address of principal executive offices)

                                 (716) 426-2307
                                 --------------
                           (Issuer's Telephone Number)

                            -------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
15 or 15 (d) or the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

           Class                                  Outstanding at March 31, 2002
           -----                                  -----------------------------

Common Stock, $.001 par value                               23,720,861


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

<PAGE>

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION                                           PAGE #
------------------------------                                           ------


Item 1.           FINANCIAL STATEMENTS                                       3

Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS
                      OF OPERATIONS                                     13 - 16



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


Item 1.           LEGAL PROCEEDINGS                                          16

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K                           16


SIGNATURES                                                                   17

                                       2
<PAGE>

                            ONTV, INC. & SUBSIDIARIES
                     --------------------------------------
                            (A DELAWARE CORPORATION)
                               ROCHESTER, NEW YORK

                     --------------------------------------
                                FINANCIAL REPORTS
                                       AT
                                 March 31, 2002
                     --------------------------------------


                                       3
<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK


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


Independent Accountants' Report on Interim Financial Information              5

Consolidated Balance Sheets at March 31, 2002 (Unaudited) and
  June 30, 2001                                                               6

Consolidated Statements of Changes in Stockholders' Equity for the
  Three Months and Nine Months Ended March 31, 2002 and 2001 (Unaudited)      7

Consolidated Statements of Operations for the Three Months and
  Nine Months Ended March 31, 2002 and 2001 (Unaudited)                       8

Consolidated Statements of Cash Flows for the Nine Months Ended
  March 31, 2001 and 2000 (Unaudited)                                      9-10

Notes to Financial Statements                                             11-12

                                       4
<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT


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


         We have reviewed the accompanying consolidated balance sheet of ONTV,
Inc. & Subsidiaries as of March 31, 2002, the related consolidated statements of
operations for the three months and nine months ended March 31, 2002 and 2001,
and the related consolidated statements of changes in stockholders' equity and
cash flows for the nine months ended March 31, 2002 and 2001. These financial
statements are the responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American Institute of Certified Public Accounts. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquires of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

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

         We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of ONTV, Inc. & Subsidiaries as of June 30, 2001 (presented herein), and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated July 23, 2001, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of June 30, 2001, and the related
statement of changes in stockholders' equity for the year then ended, is fairly
stated, in all material respects. No auditing procedures have been performed
subsequent to the date of our report.



/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  May 7, 2002

                                       5
<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
<CAPTION>

CONSOLIDATED BALANCE SHEETS
===================================================================================

                                                           (UNAUDITED)
                                                            MARCH 31,      June 30,
                                                              2002          2001
-----------------------------------------------------------------------------------
<S>                                                        <C>          <C>
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                                  $   89,832   $    1,253
Inventory                                                     167,945       81,946
Due from Officer                                               83,045       60,531
Prepaid Expenses and Security Deposits                          4,493        2,500
-----------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                          345,315      146,230

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION       24,521       30,465

OTHER ASSETS
Investments in Affiliates                                     133,956      133,524
Notes Receivable - Related Party                              428,530      405,910
Intangible Assets - Net of Accumulated Amortization         2,921,454    3,011,597
-----------------------------------------------------------------------------------

TOTAL ASSETS                                               $3,853,776   $3,727,726
===================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                           $   90,820   $  112,613
Accrued Expenses and Accrued Taxes                            196,829      105,298
Notes Payable - Due Within One Year                            60,000       60,000
-----------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                     347,649      277,911

OTHER LIABILITIES
Notes Payable - Due After One Year                          2,285,261    2,371,900
-----------------------------------------------------------------------------------

TOTAL LIABILITIES                                           2,632,910    2,649,811
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Common Stock:  $.001 Par; 100,000,000 Shares Authorized,
               23,720,861 Shares Issued and Outstanding        23,721       23,721
Additional Paid-In Capital                                  1,052,099    1,052,099
Retained Earnings                                             161,979       15,682
-----------------------------------------------------------------------------------
                                                            1,237,799    1,091,502
Less:  Stock Held in Trust                                      1,500        1,500
           Treasury Stock - 107,500 and 57,500 Shares,
           Respectively, at Cost                               15,433       12,087
-----------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                  1,220,866    1,077,915
-----------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $3,853,776   $3,727,726
===================================================================================

      The accompanying notes are an integral part of this financial statement.

                           See Accountants' Review Report

                                         6
</TABLE>
<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
<CAPTION>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
====================================================================================================================================

                                                                       Additional        Retained
                                        Number            Common        Paid-In          Earnings      Stockholders'     Minority
                                       of Shares          Stock         Capital          (Deficit)        Equity         Interest
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>             <C>             <C>              <C>              <C>
BALANCE - JUNE 30, 2000                16,777,938     $    16,778     $   465,630     $  (401,880)     $    80,528      $        --

Common Stock Issued                     3,113,062           3,113         437,784              --          440,897            3,400

Net Loss for the Period                        --              --              --        (125,096)        (125,096)          (3,400)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2000            19,891,000          19,891         903,414        (526,976)         396,329               --

Common Stock Issued                     3,829,861           3,830         148,685              --          152,515           65,207

Net Income for the Period                      --              --              --           8,613            8,613          (65,207)

BALANCE MARCH 31, 2001                 23,720,861     $    23,721     $ 1,052,099     $  (518,363)     $   557,457      $        --
====================================================================================================================================

BALANCE - JUNE 30, 2001                23,720,861     $    23,721     $ 1,052,099     $    15,682      $ 1,091,502      $        --

Net Income for the Period                      --              --              --          69,920           69,920               --
------------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2001            23,720,861          23,721       1,052,099          85,602        1,161,422               --

Net Income for the Period                      --              --              --          76,377           76,377               --
------------------------------------------------------------------------------------------------------------------------------------

BALANCE - MARCH 31, 2002               23,720,861     $    23,721     $ 1,052,099     $   161,979      $ 1,237,799      $        --
====================================================================================================================================

                              The accompanying notes are an integral part of this financial statement.

                                                   See Accountants' Review Report

                                                                 7
</TABLE>
<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
<CAPTION>


CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
================================================================================================================

                                                    Three Months Ended                  Nine Months Ended
                                                         March 31,                          March 31,
                                             -------------------------------     -------------------------------

                                                  2002              2001              2002              2001
----------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>               <C>               <C>
REVENUES, NET OF RETURNS                     $  1,154,521      $    478,852      $  2,793,402      $  1,262,557

Cost of Goods Sold                                708,902           254,696         1,668,935           597,513
----------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                      445,619           224,156         1,124,467           665,044
----------------------------------------------------------------------------------------------------------------

EXPENSES
Amortization                                       54,506             5,272           130,510            15,923
Depreciation                                        1,769             2,254             5,463             5,624
Shipping Supplies                                  16,730            34,801            40,005            72,343
Interest                                                8            13,325               339            38,694
Legal and Accounting                               37,755             5,520            66,562            47,499
Payroll and Payroll Taxes                         104,283           110,682           250,245           376,911
Other Expenses                                    173,434            97,760           481,320           277,724
----------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                    388,485           269,614           974,444           834,718
----------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE OTHER INCOME
  AND (EXPENSES) AND PROVISION FOR TAXES           57,134           (45,458)          150,023          (169,674)

OTHER INCOME AND (EXPENSES)
Other Income                                       27,543            23,697            27,543            23,697
Equity in Income (Loss) of
  Unconsolidated Investments                           --                --               432            (3,671)
----------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE PROVISION FOR TAXES           84,677           (21,761)          177,998          (149,648)

Provision for Taxes                                (8,300)           (3,216)          (31,700)           (3,703)
----------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                            $     76,377      $    (24,977)     $    146,298      $   (153,351)
================================================================================================================

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING                 23,685,861        21,221,555        23,705,861        19,227,864

NET INCOME (LOSS) PER COMMON SHARE -
  BASIC AND DILUTED                          $       0.00      $      (0.00)     $       0.00      $      (0.01)
================================================================================================================

                    The accompanying notes are an integral part of this financial statement.

                                         See Accountants' Review Report

                                                       8
</TABLE>
<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
<CAPTION>


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
===================================================================================

Nine Months Ended March 31,                                 2002            2001
-----------------------------------------------------------------------------------
<S>                                                       <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME (LOSS)                                         $ 146,298      $ (84,777)

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
  TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Amortization                                                130,510         15,923
Depreciation                                                  5,463          5,624
Equity in (Income) Loss of Unconsolidated Investments          (432)         3,671

CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable                                              --        (25,749)

Inventory                                                   (85,999)       (34,546)
Prepaid Expenses and Security Deposits                       (1,994)         4,465
Accounts Payable                                            (21,793)       (13,269)
Accrued Expenses and Accrued Taxes                           91,531        (26,436)
-----------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                    263,584       (155,094)
-----------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Marketable Securities                             --         (2,500)
Acquisition of Affiliate                                         --        (66,077)
Acquisition of Property and Equipment                           481        (11,765)
Acquisition of Intangible Assets                            (40,367)       (36,222)
-----------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                    (39,886)      (116,564)
-----------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Notes Receivable - Related Party                (22,620)            --
Repayment of Debt                                           (86,639)       (82,950)
Advances to Officer                                         (22,514)       (27,628)
Proceeds from Issuance of Common Stock                           --        152,517
Purchase of Treasury Stock                                   (3,346)       (12,087)
-----------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                   (135,119)        29,852
-----------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents         88,579       (241,806)

Cash and Cash Equivalents - Beginning of Period               1,253        243,897
-----------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                 $  89,832      $   2,091
===================================================================================

                                                                      - continued -

      The accompanying notes are an integral part of this financial statement.

                           See Accountants' Review Report

                                         9
</TABLE>
<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
<CAPTION>


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
===============================================================================================

Nine Months Ended March 31,                                              2002          2001
-----------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>

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

Interest Paid                                                        $   13,325     $   38,694
Income Taxes Paid                                                    $       --     $       --
===============================================================================================

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

Reduction of Domain Name and Note Payable                            $       --     $2,500,000
Issuance of Common Stock to Adjust Purchase Price of Domain Name     $       --     $  300,000
Issuance of Common Stock in Settlement of Lawsuit                    $       --     $   24,375
Issuance of Common Stock in Exchange for Marketing Rights            $       --     $   96,500
Issuance of Common Stock in Exchange for Investment in Affiliate     $       --     $   20,021
===============================================================================================

            The accompanying notes are an integral part of this financial statement.

                                 See Accountants' Review Report

                                              10
</TABLE>
<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE A -   BASIS OF PRESENTATION
           The condensed financial statements of ONTV, Inc. & Subsidiaries (the
           "Company") included herein have been prepared by the Company, without
           audit, pursuant to the rules and regulations of the Securities and
           Exchange Commission (the "SEC"). Certain information and footnote
           disclosures normally included in financial statements prepared in
           conjunction with generally accepted accounting principles have been
           condensed or omitted pursuant to such rules and regulations, although
           the Company believes that the disclosures are adequate to make the
           information presented not misleading. These condensed financial
           statements should be read in conjunction with the annual audited
           financial statements and the notes thereto included elsewhere herein
           in the Company's annual report on Form 10K - SB.

           The accompanying unaudited interim financial statements reflect all
           adjustments of a normal and recurring nature which are, in the
           opinion of management, necessary to present fairly the financial
           position, results of operations and cash flows of the Company for the
           interim periods presented. The results of operations for these
           periods are not necessarily comparable to, or indicative of, results
           of any other interim period or for the fiscal year taken as a whole.
           Factors that affect the comparability of financial data from year to
           year and for comparable interim periods include non-recurring
           expenses associated with the Company's costs incurred to raise
           capital and acquisitions of investments.

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

NOTE B -   TREASURY STOCK PURCHASE
           During the nine months ended March 31, 2002, the Company purchased
           50,000 shares of ONTV Inc. stock at an aggregate sum of $3,346.

                                       11
<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE C -   RECENTLY ISSUED ACCOUNTING STANDARD
           In June 2001, the Financial Accounting Standards Board finalized FASB
           Statements No. 141, Business Combinations (SFAS 141), and No. 142,
           Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires
           the use of the purchase method of accounting and prohibits the use of
           the pooling-of-interests method of accounting for business
           combinations initiated after June 30, 2001. SFAS 141 also requires
           that the Company recognize acquired intangible assets apart from
           goodwill if they meet certain criteria. SFAS 141 applies to all
           business combinations after June 30, 2001 and for purchase business
           combinations completed on or after July 1, 2001. It also requires,
           upon adoption of SFAS 142, that the Company reclassify the carrying
           amounts of intangible assets and goodwill based on the criteria in
           SFAS 141.

           SFAS 142 requires, among other things, that companies no longer
           amortize goodwill, but instead test goodwill for impairment at least
           annually. In addition, SFAS 142 requires that the Company identify
           reporting units for the purposes of assessing potential future
           impairment of goodwill, reassess the useful lives of other existing
           recognized intangible assets, and cease amortization of intangibles
           with an indefinite useful life. An intangible asset with an
           indefinite useful life should be tested for impairment in accordance
           with SFAS 142. SFAS 142 is required to be applied in fiscal years
           beginning after December 15, 2001 to all goodwill and other
           intangible assets recognized at that date, regardless of when those
           assets were initially recognized. It also requires the Company to
           complete a transitional goodwill impairment test by six months from
           the date of adoption. The Company is also required to reassess the
           useful lives of other intangible assets within the first interim
           quarter after adoption of SFAS 142.

           The Company is assessing, but has not yet determined how the adoption
           of SFAS 141 and SFAS 142 will affect its future financial position
           and results of its operations.

                                       12
<PAGE>

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

The following discussion and analysis should be read in conjunction with the
Company's interim consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-QSB and with the Company's consolidated annual
financial statements and management's discussion and analysis included in the
Company's Form 10-KSB. This discussion contains forward-looking statements that
involve risks and uncertainties.

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 (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.

GENERAL:

ONTV, Inc., formerly known as LA Group, Inc. (the Company) was formed in the
state of Delaware on 2/29/96, in order to create an entity with which to form a
reverse merger with a public, non-reporting, company. Through a series of
transactions, that public entity merged with the Company on 3/15/96. Upon
completion of this transaction, the Company became public and all the former
public Company's stock was then canceled.

The Company presently has one main area of business. The wholly owned
subsidiary, Seen On TV, Inc., markets and sells products, on the Internet, to
the general public. Seen On TV, Inc. 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 products at distributor prices and selling those 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: Perfect Pancake, Flat Hose, Phase 4, E-Pen, Mosquito
Trap, SlimDown, FlavorWave, Oven, Grip Wrench, Ab-Energizer, Ab-Tronics, IGIA
Electro-Sage 8, Pest Offense, Twist A Braid, Wrap & Snap Curling Systems,
AirCore, Cell Phone Internal Antenna, Rainbow Art, Gator Grip, 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,

                                       13
<PAGE>

Orangeglow, Shelf Master, True Motion Lures, Vibratouch Fingertip Massager, QRB,
Ginsu Knives, Hygionic Tooth Brushes, Steamin Iron, IGIA CelluLift, George
Foreman Grilling Machine, Instagone, Iron Wonder, IGIA Epielle, Pro Trim Paint
Roller, PVA Mop, Quick-n-Brite, Safety Can, Silver Lighting, Sweet Simplicity,
Orbitrek, Ab Slide, Simoniz Car Wash, Flowbee, Thundersticks, Ab Rocker.

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 vendors 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.

ONTV, Inc. 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 December 31, 2001, the employment contract for Curt B. Westrom expired. Mr.
Westrom was retained to consult with ONTV through the month of January 2002, and
he remains a director and shareholder. The position of Treasurer, previously
held by Mr. Westrom, is now open. However, Ronald J. Axelrod, the Company's
general counsel and corporate Secretary, is now acting as Treasurer until a new
Treasurer is elected by the Board of Directors.


                              RESULTS OF OPERATIONS

         THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2002 VS. THREE MONTHS AND
         NINE MONTHS ENDED MARCH 31, 2001

Revenue for the fiscal quarter ended March 31, 2002 was $1,154,521, an increase
of 141% over revenue of $478,852 for the quarter ending March 31, 2001. The nine
months period ended March 31, 2002 reflected revenue of $2,793,402, a 121%
increase over revenue of $1,262,557 for the comparable period ending March 31,
2001. The improvements are primarily the result of increases realized in the
Seen On TV, Inc. subsidiary. The sales of the "as seen on tv" products over the
Internet has increased substantially in the last year due to the increased
presence of the Company's domestic website, WWW.ASSEENONTV.COM, the exposure of
the domain name AsSeenOnTV.com., and the resultant increase in sales due to the
holiday season.

                                       14
<PAGE>

Cost of goods sold, as a percentage of revenue, was 61.4% and 60.0% for the
three and nine month periods ending March 31, 2002, as compared with 53.2% and
47.3% for the comparable periods in the prior fiscal year. Currently, the sole
active business segment is electronic retailing, which contains the cost of
purchasing products for resale. The low cost percentages in the prior periods,
in each case, were the result of revenue derived from revenue sharing agreements
with little direct cost associated with that revenue. Management believes that
the current percentages are in line with expectations in the future.

Gross profit, as percentages of revenue, were 38.6% and 40.3% for the quarter
and nine month periods ending March 31, 2002, as compared with 46.8% and 52.7%
for the comparable periods in the prior year ending March 31, 2001. The higher
gross profit percentages reported during prior reporting periods were inclusive
of a higher percentage of profits resulting from revenue derived from revenue
sharing agreements, contained in a now inactive business segment of the Company.
These revenues had limited direct costs applied to them, thus resulted in higher
gross profits than the sales segment. It is the belief of management that the
lower margins realized in the current operating periods are reflective of gross
profit expectations in subsequent reporting periods.

Operating expenses, as a percentage of revenue, were 33.7% for the current
quarter and 34.9% for the nine months ending March 31, 2002, as compared with
56.3% and 66.1% for the comparable periods ending March 31, 2001. The
improvements of these percentages during the current operating periods result
are primarily the result of realized economies of scale generated from the
absorption of expenses against increased revenues. Management believes that
although additional staff and operating expenses may be necessary to support
growth, the operating expense ratios should remain fairly constant in future
reporting periods as the Company continues to experience anticipated increased
revenues

Amortization expenses increased to $54,506 and $130,510, respectively, for the
quarter and nine months ending March 31, 2002, compared to $5,272 and $15,923
for the similar periods in the prior fiscal year. This increase is due to the
amortization of the acquisition and associated development costs related to the
domain name AsSeenOnTV.com. As the Company deemed the domain fully developed
during the first operating quarter of this year, amortization of the asset
commenced. The quarter ended March 31, 2002 reflected the amortization that
shall continue to succeeding operating periods.

The sales segment of the Company continues to show strong growth. Customer
orders for the three and nine month periods of the current year reflect a 1590%
and 246% increase over the comparable periods of the prior year. As previously
indicated, management believes that this success is due to the expanded exposure
that the domain name, AsSeenOnTV.com, receives. This is primarily due to the
increase in the Company's advertising budget for registration with search
engines.

The net income for the three-month period ending March 31, 2002 was $76,377, or
$0.003 per share, while the nine-month period ending March 31, 2002 reflected
income of $146,298 or $0.006 per share. This compared to a net loss of $24,977,
or $(0.001) per share, and a net loss of $153,351, or $(0.008) per share,
respectively, for the comparable periods ending March 31, 2001.

Using income as a function of EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization), the Company realized earnings of $140,960
($0.006 per share) and $314,310 ($0.013 per share) for the respective quarter
and nine months periods ending March 31, 2002, and $(910) ($0.000 per share) and
$(89,407) ($(0.004) per share) for the comparable periods in the previous fiscal
year.

During the current fiscal quarter, the Company purchased 30,000 shares of
Company stock on the open market, for a cost of $ 2,102. This brings the total
number of shares of ONTV stock owned by the Company as of March 31, 2002, and
placed in the treasury, to 107,500.

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<PAGE>

Management believes that income generated from operations may not be sufficient
to finance the growth of the sales segment of the business. Working capital
requirements, primarily related to increased inventory needs, may increase as a
result of the new alliances entered into by the Company. The Company may seek to
secure a line of credit with a traditional lender in order to fund this growth.
There can be no assurance that financing will be available in amounts or on
terms acceptable to the Company, if at all.

                               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, and, therefore, management 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.

                               FINANCIAL CONDITION

Working capital at March 31, 2002 was $(2,334), an increase of $129,347 since
the beginning of the current fiscal year. Net cash provided from operating
activities of the Company increased to $263,584 for the current nine month
period compared to net cash used of $155,094 for the nine month period ended
March 31, 2001. The increase in working capital is primarily the result of both
the net profit reflected for the current reporting period and the non-cash
expense of amortization that was recognized.

Except as activity provided by operations, there has been no material change in
the balance sheet.


                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

In December 2001, the Company initiated a lawsuit against Airborne Express,
seeking a claim of $2,000,000. This action was to recover losses and damages to
the Company resulting from delivery services that were performed and were
allegedly performed by Airborne as a shipper of products for ONTV's subsidiary,
Seen On TV, Inc. The working relationship between Airborne and ONTV occurred at
various times during the period of April 2001 through September 2001. The basis
of the lawsuit is that the Company claims that Airborne failed to perform to a
standard of service on the delivery of products to the customers of ONTV's
subsidiaries, and further, failed to implement a package tracking system it had
designed for ONTV. Losses to the Company may have occurred due to duplicate
shipments and consulting time expenses, as well as damage to the Company's
reputation. All financial exposure to the Company has been reflected in ONTV's
financial statements, and all customers have been satisfied.

On January 11, 2002, Airborne initiated a countersuit of ONTV, Inc. in the
amount of $20,000. This claim is an attempt by Airborne to recover funds that
Airborne has billed to the Company, and claims as payments due for delivery
services that may have been performed. The Company intends to vigorously
challenge Airborne's claim. The invoice amounts in question have been reflected
on the Company's financial statements.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
                  None

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<PAGE>

                                   SIGNATURES


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


May 14, 2002                  ONTV, Inc.



                              By:   /s/  Daniel M.Fasano
                                    -------------------------------------------
                                    Daniel M. Fasano
                                    Chairman of the Board of Directors
                                    President and Principal Accounting Officer


                                    /s/  Ronald J. Axelrod
                                    -------------------------------------------
                                    Ronald J. Axelrod, Esq.
                                    Secretary and Assistant Treasurer


                                       17