<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 December 31, 2001


[   ]    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)

                                 (585) 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 February 8, 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                                              11 - 14



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


Item 1.  LEGAL PROCEEDINGS                                                15

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                                 15


SIGNATURES

                                       2
<PAGE>

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


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


Independent Accountants' Report on Interim Financial Information

Consolidated Balance Sheets at December 31, 2001 (Unaudited) and
  June 30, 2001

Consolidated Statements of Changes in Stockholders' Equity for the Year
  Ended June 30, 2001 and for the Six Months Ended
  December 31, 2001 and 2000 (Unaudited)

Consolidated Statements of Operations for the Three Months and Six
  Months Ended December 31, 2001 and 2000 (Unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended
  December 31, 2001 and 2000 (Unaudited)

Notes to Consolidated Financial Statements

                                       3
<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
ONTV, Inc. & Subsidiaries
Rochester, New York


         We have reviewed the accompanying consolidated balance sheet of ONTV,
Inc. & Subsidiaries (A Delaware Corporation) as of December 31, 2001, and the
related consolidated statements of changes in stockholders' equity, and cash
flows for the six months ended December 31, 2001 and 2000, and the statement of
operations for the three and six months ended December 31, 2001 and 2000. 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 Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries 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 changes in stockholders' equity,
operations, 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. We have not performed any audit procedures
subsequent to the date of our report.




/s/ Rotenberg & Co., LLP



Rotenberg & Co., LLP
Rochester, New York
  January 28, 2002

                                       4
<PAGE>
<TABLE>

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

<CAPTION>

CONSOLIDATED BALANCE SHEETS
================================================================================================
                                                                   (UNAUDITED)
                                                                   DECEMBER 31,       June 30,
                                                                          2001           2001
------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                                          $  111,977      $    1,253
Note Receivable - Related Party                                       383,870         368,610
Inventory                                                              72,305          81,946
Due from Officer                                                       83,045          60,531
Other Current Assets                                                    4,497           2,500
------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                  655,694         514,840

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION               27,761          30,465

Accounts Receivable - Related Party                                    37,300          37,300
Intangible Assets - Net of Accumulated Amortization                 2,959,990       3,011,597
Investments in Affiliates                                             133,956         133,524
------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                       $3,814,701      $3,727,726
================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                              $  286,878      $  217,911
Notes Payable - Due Within One Year                                    60,000          60,000
------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                             346,878         277,911

OTHER LIABILITIES
Notes Payable - Due After One Year                                  2,321,232       2,371,900

TOTAL LIABILITIES                                                   2,668,110       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                                                      85,602          15,682
------------------------------------------------------------------------------------------------
                                                                    1,161,422       1,091,502
Less: Stock Held in Trust                                               1,500           1,500
Treasury Stock - 77,500 & 57,500 Shares at Cost, Respectively          13,331          12,087
------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                          1,146,591       1,077,915
------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $3,814,701      $3,727,726
================================================================================================
</TABLE>

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

                         See Accountants' Review Report

                                       5
<PAGE>
<TABLE>

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

<CAPTION>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
====================================================================================================================================

                                                                          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           --

Minority Interest                               --             --                   --               --            --        3,400

Net Loss - Unaudited                            --             --                   --         (125,096)     (125,096)      (3,400)
------------------------------------------------------------------------------------------------------------------------------------

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

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

Minority Interest                               --             --                   --               --            --       65,207

Net Income (Loss)                               --             --                   --          542,658       542,658      (65,207)
------------------------------------------------------------------------------------------------------------------------------------

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

Net Income - Unaudited                          --             --                   --           69,920        69,920           --
------------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2001 (UNAUDITED) 23,720,861       $ 23,721          $ 1,052,099        $  85,602   $ 1,161,422      $    --
====================================================================================================================================

                              The accompanying notes are an integral part of this
                                             financial statement.
</TABLE>
                                       See Accountants' Review Report

                                                      6
<PAGE>
<TABLE>

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

<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS
==============================================================================================================================
                                                   THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                      DECEMBER 31,                             DECEMBER 31,
                                                     2001              2000                    2001                   2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                   <C>                     <C>
REVENUES, NET OF RETURNS                      $ 1,161,166         $ 560,574             $ 1,638,881             $  783,704

COST OF GOODS SOLD                                713,581           201,092                 960,034                280,461
------------------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                      447,585           359,482                 678,847                503,243
------------------------------------------------------------------------------------------------------------------------------

EXPENSES
Amortization                                       53,558             5,314                  76,004                 10,651
Depreciation                                        2,012             1,685                   3,694                  3,370
Interest                                              243            19,061                     331                 25,370
Legal and Accounting                               17,236             6,631                  28,807                 41,979
Payroll and Payroll Taxes                          73,148           137,484                 145,962                266,229
Shipping Supplies                                  17,217            69,902                  23,275                 99,896
Other Expenses Including Consulting               216,829            88,085                 307,886                180,086
------------------------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                    380,243           328,162                 585,959                627,581
------------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE
OTHER INCOME (LOSS) AND
INCOME TAXES                                       67,342            31,320                  92,888               (124,338)


Equity in Income (Loss) of
Unconsolidated Investment                             124              (763)                    432                 (3,671)
------------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE TAXES                         67,466            30,557                  93,320               (128,009)

Provision for Income Taxes                         18,100               487                  23,400                    487
------------------------------------------------------------------------------------------------------------------------------

Income (Loss) Before Minority Interest             49,366            30,070                  69,920               (128,496)

Minority Interest                                      --                --                      --                  3,400
------------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                             $    49,366         $  30,070             $    69,920             $ (125,096)
==============================================================================================================================

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

WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING                                    23,720,861         19,413,456             23,720,861             18,226,281
==============================================================================================================================
</TABLE>

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

                                        See Accountants' Review Report

                                                      7
<PAGE>
<TABLE>

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

<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
==================================================================================================================

Six Months Ended December 31,                                                             2001            2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                                                    $  69,920      $ (125,096)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
  TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Amortization                                                                            76,004          10,651
Depreciation                                                                             3,694           3,370
Equity in (Income) Loss of Unconsolidated Investments                                     (432)          3,671
CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable                                                                    (15,260)        (25,711)
Inventory                                                                                9,641         (39,552)
Other Current Assets                                                                    (1,997)          3,306
Accounts Payable and Accrued Expenses                                                   68,967         131,881
------------------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                                               210,537         (37,480)
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Marketable Securities                                                        --          (2,500)
Acquisition of Affiliate                                                                    --         (50,952)
Acquisition of Property and Equipment                                                     (990)         (8,615)
Acquisition of Intangible Assets                                                       (24,397)        (14,296)
Due To/From Officer                                                                    (22,514)         (9,552)
------------------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                                               (47,901)        (85,915)
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of Treasury Stock                                                              (1,244)        (12,087)
Repayment of Debt                                                                      (50,668)        (20,000)
------------------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                               (51,912)        (32,087)
------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                   110,724        (155,482)

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

CASH AND CASH EQUIVALENTS - END OF YEAR                                              $ 111,977      $   88,415
==================================================================================================================

SUPPLEMENTAL DISCLOSURES
Interest Paid                                                                        $      --      $       --
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.
</TABLE>
                                        See Accountants' Review Report

                                                      8
<PAGE>

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


NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE A -   BASIS OF PRESENTATION
           The consolidated 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 in
           the Company's annual report on Form 10-KSB.

           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 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 -   DISCONTINUED OPERATIONS
           On May 16, 2001, the Company elected to sell approximately 80% of
           their 57% equity interest in their 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 require 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 December 31, 2001 was
           $383,320.

           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 $97,500 on
           September 30, 2001.

           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 September 30, 2001. All rights associated with these
           shares remain with ONTV, Inc. The note is due in full on May 16, 2002
           together with accrued interest. The amount outstanding as of
           September 30, 2001 was $213,525.

                                       9
<PAGE>

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


NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE C -   OTHER MATTERS
           In July 2000, the Company 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 cable digital television to products owned by CSA. In exchange
           for these rights, the Company issued 350,000 shares of common stock.

NOTE D -   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.

NOTE E -   TREASURY STOCK PURCHASE
           On December 26, 2001, the Company purchased 20,000 shares of ONTV
           Inc. stock at $.06 per share.

                                       10
<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.

                                       11
<PAGE>

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: 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, Orangeglow, Shelf Master,
True Motion Lures, Vibratouch Fingertip Massager, QRB, Ginsu Knives, Hygionic
Tooth Brushes, Steamin Iron, IGIA CelluLift, 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, Orbitrek,
Ab Slide, Simoniz Car Wash, Flowbee, Thundersticks, Ab Rocker.

The Company purchases products from a multitude of vendors. The Company carries
minimal 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.

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, as Chief
Financial Officer, 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.

                                       12
<PAGE>

                              RESULTS OF OPERATIONS

         THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2001 VS. THREE MONTHS
AND SIX MONTHS ENDED DECEMBER 31, 2000

Revenue for the fiscal quarter ended December 31, 2001 was $1,161,166, an
increase of 107% over revenue of $560,574 for the quarter ending December 31,
2000. The six months ended December 31, 2001 reflected revenue of $1,638,881, a
109% increase over revenue of $783,704 for the comparable period ending December
31, 2000. 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 use of web based advertising .

Cost of goods sold, as a percentage of revenue, was 61.5% and 58.6% for the
three and six months ended December 31, 2001, as compared with 35.9% and 35.8%
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 and consistent
with industry norms.

Gross profit, as percentages of revenue, were 38.5% and 41.4% for the three and
six months ended December 31, 2001, as compared with 64.1% and 64.2% for the
comparable periods in the prior year ended December 31, 2000. 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 32.7% for the current
quarter and 35.8% for the six months ended December 31, 2001, as compared with
58.5% and 80.1% for the comparable periods ended December 31, 2000. The
significant 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 $53,558 and $76,004, respectively, for the
three and six months ended December 31, 2001, compared to $5,314 and $10, 651
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 December 31, 2001 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 two reporting periods of the current year reflect a 216% and 246%
increase over the comparable periods of the prior year. Additionally, management
is very pleased with the continuation of that growth into the post holiday
season. During the first month of the third operating quarter, customer orders
increased 306% over the same month 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.

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<PAGE>

The net income for the three month ended December 31, 2001 was $49,366, or
$0.002 per share, while the six months ended December 31, 2001 reflected income
of $69,920 or $0.003 per share. This compared to net income of $30,070, or
$0.0015 per share, and a net loss of $125,096, or $(0.007) per share,
respectively, for the comparable periods ending December 31, 2000.

Using income as a function of EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization), the Company realized earnings of $123,279
($0.005 per share) and $173,349 ($0.007 per share) for the respective quarter
and six months periods ending December 31, 2001, and $56,617 ($.003 per share)
and $(85,218) ($(0.005 ) per share) for the comparable periods in the previous
fiscal year.

During the fiscal year ended June 30, 2001, the Company utilized all available
net operating losses which had been carried forward from prior fiscal years.
This resulted in negligible federal and state income taxes to the Company as of
June 30, 2001. However, with taxable income being reflected in the current
fiscal year, resultant accruals for projected tax liabilities are now reflected
in our financial statements.

During the current fiscal quarter, the Company purchased 20,000 shares of
Company stock on the open market, for a cost of $1,244. This brings the total
number of shares of ONTV stock owned by the Company as of December 31, 2001, and
placed in the treasury, to 77,500. Subsequent to the current reporting period,
the company purchased an additional 30,000 shares for the treasury.

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 December 31, 2001 was $308,816, an increase of $71,887 since
the beginning of the current fiscal year. The increase results from the
increased sales activity during the holiday season. Net cash provided from
operating activities of the Company increased to $210,537 for the current six
months compared to net cash used of $37,480 for the six months ended December
31, 2000. The increase in net cash flow from operating activities 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.

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<PAGE>

Except as activity provided by operations, along with changes in inventory and
accounts payable, there have been no other material changes 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




                                   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.


February 12, 2002                 ONTV, Inc.




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

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