<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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, 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)

                                 (716) 426-2290
                           (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 May 7, 2001
            -----                                  --------------------------
Common Stock, $.001 par value                            23,720,861


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


<PAGE>   2


                                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                              9 - 12



PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS                                             13

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.                    13

Item 3.   DEFAULTS UPON SENIOR SECURITIES                               13

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF
                SECURITY HOLDERS                                     13 - 14

Item 5.   OTHER INFORMATION                                             14

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K                              14


SIGNATURES                                                              15


<PAGE>   3
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK





TABLE OF CONTENTS
================================================================================
<TABLE>

<S>                                                                                 <C>
Independent Accountants' Report on Interim Financial Information                         F-2

Consolidated Balance Sheets at March 31, 2001 (Unaudited) and
  June 30, 2000                                                                          F-3

Consolidated Statements of Changes in Stockholders' Equity for the Year Ended
  June 30, 2000, for the Six Months Ended December 31, 2000 and 1999
  (Unaudited), and for the Nine Months Ended March 31,
  2001 and 2000 (Unaudited)                                                              F-4

Consolidated Statements of Operations for the Three Months and Nine Months Ended
  March 31, 2001 and 2000 (Unaudited)                                                    F-5

Consolidated Statements of Cash Flows for the Nine Months
  Ended March 31, 2001 and 2000 (Unaudited)                                              F-6

Notes to Financial Statements                                                        F-7 to F-8
</TABLE>







                                      F-1
<PAGE>   4

                         INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
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, 2001, the related consolidated statements of
changes in stockholders' equity and operations for the three and nine months
ended March 31, 2001 and 2000, and the consolidated statements of cash flows for
the nine months ended March 31, 2001 and 2000. All information included in these
financial statements is the representation 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 the
financial data and making inquires of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

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

         We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of ONTV, Inc. & Subsidiaries
as of June 30, 2000 (presented herein), and the related consolidated statements
of changes in stockholders' equity (presented herein), operations, and cash
flows (not presented herein) for the year then ended, and in our report dated
July 18, 2000, 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
  April 20, 2001


                                      F-2
<PAGE>   5




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

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
=====================================================================================================
                                                                           (UNAUDITED)
                                                                            MARCH 31,       June 30,
                                                                               2001           2000
-----------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                                                $     2,091      $   243,897
Accounts Receivable                                                           42,744           16,995
Investments in Affiliates                                                    135,398           53,096
Inventory                                                                     73,093           38,547
Due from Officer                                                              67,805           40,177
Other Current Assets                                                          13,046           15,011
-----------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                         334,177          407,723

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION                      39,485           33,340


OTHER ASSETS
Intangible Assets - Net of Accumulated Amortization                        2,989,838        5,073,039
-----------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                             $ 3,363,500      $ 5,514,102
-----------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                                    $   145,994      $   210,074
Notes Payable - Due Within One Year                                           60,000        5,225,000
-----------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                    205,994        5,435,074

Notes Payable - Due After One Year                                         2,582,050             --
-----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                          2,788,044        5,435,074
-----------------------------------------------------------------------------------------------------

MINORITY INTEREST                                                                 --               --
-----------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Common Stock:  $.001 Par; 100,000,000 Shares Authorized,
               23,720,861 and 16,777,938 Shares Issued                        23,721           16,778
               and Outstanding as of March 31, 2001 and
               June 30, 2000, Respectively
Additional Paid In Capital                                                 1,052,100          465,630
Accumulated Deficit                                                         (486,778)        (401,880)
-----------------------------------------------------------------------------------------------------
                                                                             589,043           80,528
Less:  Stock Held in Trust                                                     1,500            1,500
  Treasury Stock - 57,500 Shares at Cost                                      12,087               --
-----------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                   575,456           79,028
-----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $ 3,363,500      $ 5,514,102
=====================================================================================================
</TABLE>





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

                         See Accountants' Review Report

                                      F - 3





<PAGE>   6



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

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
==================================================================================================================================
                                                                           Additional
                                               Number         Common         Paid In     Accumulated   Stockholders'    Minority
                                             of Shares         Stock         Capital        Deficit        Equity       Interest
----------------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>            <C>            <C>            <C>             <C>            <C>
BALANCE - JUNE 30, 1999                      15,277,938     $   15,278     $  465,630     $ (440,531)     $   40,377     $     --

Net Income - Unaudited                               --             --             --         75,644          75,644           --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 1999 (UNAUDITED)      15,277,938         15,278        465,630       (364,887)        116,021           --

Net Income - Unaudited                               --             --             --        105,984         105,984           --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE - MARCH 31, 2000 (UNAUDITED)         15,277,938         15,278        465,630       (258,903)        222,005           --

Common Stock Issued as Collateral on
  Note Payable                                1,500,000          1,500             --             --           1,500           --

Net Loss                                             --             --             --       (142,977)       (142,977)          --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE - JUNE 30, 2000                      16,777,938         16,778        465,630       (401,880)         80,258           --

Common Stock Issued                             408,200            408        116,114             --         116,522        3,400

Net Loss                                             --             --             --       (155,166)       (155,166)      (3,400)
----------------------------------------------------------------------------------------------------------------------------------

BALANCE - SEPTEMBER 30, 2000 (UNAUDITED)     17,186,138         17,186        581,744       (557,046)         41,884           --

Common Stock Issued                           2,704,862          2,705        321,670             --         324,325           --

Net Income - Unaudited                               --             --             --         30,070          30,070           --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2000 (UNAUDITED)      19,891,000         19,891        903,414        526,976         396,325           --

Common Stock Issued                           3,829,861          3,830        148,686             --         152,516       65,207

Net Income - Unaudited                               --             --             --         40,198          40,198      (65,207)
----------------------------------------------------------------------------------------------------------------------------------

BALANCE MARCH 31, 2001 (UNAUDITED)           23,720,861     $   23,721     $1,052,100     $ (486,778)     $  589,043     $     --
==================================================================================================================================
</TABLE>

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

                         See Accountants' Review Report

                                      F - 4

<PAGE>   7


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

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
=========================================================================================================================
                                                       Three Months Ended March 31,       Nine Months Ended March 31,
                                                         2001              2000             2001                2000
-------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>               <C>               <C>               <C>
REVENUES, NET OF RETURNS                            $    478,852      $    125,551      $  1,262,557      $    373,409

COST OF GOODS SOLD                                       200,264            17,086           480,725            82,506
-------------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                             278,588           108,465           781,832           290,903
-------------------------------------------------------------------------------------------------------------------------

EXPENSES
Amortization                                               5,272             3,171            15,923            15,861
Depreciation                                               2,254               493             5,624             1,079
Freight and Delivery                                      89,233                --           189,131                --
Interest                                                  13,325                36            38,694                86
Legal and Accounting                                       5,520            17,616            47,499            40,226
Payroll and Payroll Taxes                                110,682                --           376,911                --
Other Expenses                                            97,760            41,617           277,724           126,177
-------------------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                           324,046            62,933           951,506           183,429
-------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS                            (45,458)           45,532          (169,674)          107,474

OTHER INCOME (EXPENSES)
Other Income                                              23,697                --            23,697                --
Equity in Income (Loss) of
Unconsolidated Investment                                     --              (367)           (3,671)           (1,003)
-------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES          (21,761)           45,165          (149,648)          106,471

Provision for Income Taxes                                (3,216)             (162)           (3,703)             (487)
-------------------------------------------------------------------------------------------------------------------------

Income (Loss) Before Minority Interest                   (24,977)           45,003          (153,351)          105,984

Minority Interest                                         65,175                --            68,574                --
-------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                                   $     40,198      $     45,003      $    (84,777)     $    105,984
-------------------------------------------------------------------------------------------------------------------------

Net Income (Loss) Per Common Share
 - Basic and Diluted                                $      0.002      $      0.003      $     (0.005)     $      0.001
-------------------------------------------------------------------------------------------------------------------------

Weighted Average of Common Shares Outstanding         21,221,555        15,220,404        18,187,591        15,277,938
=========================================================================================================================
</TABLE>




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

                         See Accountants' Review Report

                                      F - 5
<PAGE>   8

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

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
====================================================================================================
Nine Months Ended March 31,                                               2001           2000
----------------------------------------------------------------------------------------------------

<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                                    $   (84,777)     $  (105,984)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH FLOWS
  FROM OPERATING ACTIVITIES:
Amortization                                                              15,923           15,861
Depreciation                                                               5,624            1,079
Equity in (Income) Loss of Unconsolidated Investments                      3,671            1,003
CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable                                                      (25,749)           6,544
Inventory                                                                (34,546)          (6,924)
Prepaid Expenses and Security Deposits                                     4,465              600
Accounts Payable and Other                                               (13,269)           4,320
Accrued Expenses and Accrued Taxes                                       (26,436)          28,072
----------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                                (155,094)         156,539
----------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Marketable Securities                                      (2,500)         (16,994)
Acquisition of Affiliate                                                 (66,077)              --
Acquisition of Property and Equipment                                    (11,765)          (4,099)
Acquisition of Intangible Assets                                         (36,222)         (47,353)
Repayment of Debt                                                        (82,950)              --
Advances to Officer                                                      (27,628)         (32,738)
----------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                                (227,142)        (101,284)
----------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of Common Stock                                                 152,517               --
Purchase of Treasury Stock                                               (12,087)              --
Registration Fees                                                             --          (10,830)
----------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                 140,430          (10,830)
----------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents
                                                                        (241,806)         (44,425)

Cash and Cash Equivalents - Beginning of Period                          243,897          (16,549)
----------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                            $     2,091      $   (60,974)
----------------------------------------------------------------------------------------------------

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      $        --
====================================================================================================
</TABLE>



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

                         See Accountants' Review Report

                                      F - 6


<PAGE>   9



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.

NOTE B -   SIGNIFICANT ACCOUNTING POLICIES
           INVESTMENTS
           During the quarter ended December 31, 2000, the Company made an
           equity investment of 23% in a non-majority owned affiliate. The
           investment is accounted for under the equity method. Under the equity
           method the company records its prorata share of income or loss of the
           investee as part of the investors net income with a corresponding
           adjustment to the carrying value of the investment. A principal
           stockholder in ONTV, Inc. also holds a material interest in the
           affiliate.

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

NOTE C -   LITIGATION SETTLEMENT
           In October 2000, pursuant to a consent judgment order, the Company
           issued 204,862 shares of its stock in Settlement of Judgment. The
           Company has previously recorded the liability in the amount of
           $24,375.



                                      F-7
<PAGE>   10


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


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

NOTE D -     NOTE PAYABLE
             A note payable in the amount of $250,000 was due in full on
             December 15, 2000. The note balance of $200,000 is unpaid as of
             March 31, 2001 and in default. On April 1, 2001, the Company
             entered into a revised loan agreement. Commencing on May 1, 2001,
             the Company will remit to the note holder, on a monthly basis, a
             payment equaling 50% of the amount by which gross receipts
             generated by its majority owned subsidiary exceeds $20,000. The
             payment will first be applied to interest (calculated at 10% on the
             number of days outstanding) with the remainder to principal. The
             note is payable in full on March 31, 2002 together with accrued
             interest.

             In October 2000, the Company renegotiated the purchase price of the
             Domain Name "As Seen ONTV.com". The purchase price was adjusted
             from $5,000,000 down to $2,800,000 in exchange for 2,500,000 shares
             of ONTV, Inc. stock. The renegotiated note payable requires monthly
             payments of a minimum of $5,000 or 5% of monthly gross sales.

NOTE E -     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 having a total market value of $96,500.

             NAME CHANGE
             On March 14, 2000 the Company amended its certificate of
             incorporation to change its name from The LA Group, Inc. to ONTV,
             Inc.


                                      F-8
<PAGE>   11

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 competition for products, customers, and media access,
the uncertainty of developing or obtaining rights to new products that will be
accepted by the market, the limited market life of the Company's products, and
the effects of government regulations.


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, Kent Toys, Inc. Through a
series of transactions, Kent merged with the Company on 3/15/96. Upon completion
of this transaction, the Company became public and all Kent stock was then
canceled.

The Company presently has two main areas of business. The Company designs and
markets web sites for other businesses and derives income from revenue sharing
agreements with these companies. The major customer for this segment of the
business was previously Popeil Inventions, Inc., the producer of the product
Ronco ShowTime Rotisserie and BBQ. At the end of this current filing period, the
Company and Popeil terminated the agreement when Popeil, in a cost cutting move,
made the decision to bring management of the web site in-house. Popeil
management informed the Company that Popeil was taking steps to maximize profits
by eliminating various expenses and commissions. Control of the web operations
previously provided to Ronco, by ONTV, has now been transferred back to Ronco.
Over the two year period that ONTV managed the site, approximately $550,000 in
commissions were generated by the Company. The Company also operates the domain
name AsSeenOnTV.com and management expects to derive revenue from the marketing
of this domain. The second main area of business relates to Seen On TV, Inc.
This wholly owned subsidiary markets and sells products, on the Internet, to the
general public.

Through the Seen On TV, Inc. subsidiary, the Company operates the website
"SeenOnTV.Com". This is a destination website offering "as seen on tv" products
direct to the consumer via the Internet. The "SeenOnTV.com" website currently
derives income from buying at distributor prices and selling products to
wholesale and retail customers. The Company's management has many years of
experience in the direct

                                     Page 9

<PAGE>   12

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.

During March 2001, President Frank T. Costanzo resigned his management position
with ONTV, Inc. Mr. Costanzo, who continues as a member of the Board of
Directors of ONTV, has accepted the position of Chairman of the Board of
Directors, and Chief Executive Officer, of Net e-Vantage, Inc., the majority
owned subsidiary of ONTV, Inc. Net e-Vantage, located in San Diego, California,
was formed in June 2001, and seeks to develop new products for Internet and
television sales and marketing and additional affiliate relations for ONTV, Inc.
Mr. Costanzo will also use his efforts to successfully complete the private
placement memorandum project which has commenced at Net e-Vantage, Inc.


                              RESULTS OF OPERATIONS

         Three months and Nine Months Ended March 31, 2001 vs. Three
         Months and Nine Months Ended March 31, 2000

Revenue for the fiscal quarter ended March 31, 2001 was $ 478,852, an increase
of 281% over revenue of $ 125,551 for the quarter ending March 31, 2000. The
nine-month period ended March 31, 2001 reflected revenue of $ 1,262,557, a 238%
increase compared to the comparable period ending March 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.seenontv.com. and the exposure of the domain
name AsSeenOnTV.com., and the resultant increase in sales due to the expanded
product line available from Seen On TV, Inc.

Cost of goods sold, as a percentage of revenue, was 41.8% and 38.1% for the
three and nine month periods ending March 31, 2001, as compared with 13.6% and
22.1% for the comparable periods in the prior fiscal year. The low cost
percentages in the prior periods, in each case, resulted from the sale of
product which was acquired at less than normal cost. Management believes that
the higher percentages will continue for the immediate future due to the
termination of the previously described revenue sharing agreement with Popeil
Inventions, Inc.

Gross profit, as percentages of revenue, was 58.2% and 61.9% for the quarter and
nine-month periods ending March 31, 2001, as compared with 86.4% and 77.9% for
the comparable periods in the prior year ending March 31, 2000. This decrease in
margins resulted from the sale of "seen on tv" products in the prior period,
which were acquired at the previously described less than normal cost. In
addition, gross profits during prior reporting periods were inclusive of a
higher percentage of profits resulting from revenue derived from revenue sharing
agreements. These revenues have limited direct costs applied to them, thus
result in higher gross profit than the sales segment. It is the belief of
management that the lower margins may continue to be realized as a result of the
previously stated termination of the revenue sharing agreement with Popeil
Inventions, Inc.

Operating expenses, as a percentage of revenue, were 67.7% for the current
quarter and 75.4% for the nine months ending March 31, 2000, as compared with
50.1% and 49.1% for the comparable periods ending March 31, 2000. During the
current operating periods, costs included the salaries management and staff
employees hired to carry out the business plan of the Company. Management feels
that although additional staff will be necessary to support growth, this
operating expense ratio will decrease in future reporting periods as anticipated
increased revenues are realized. Additionally, the start up costs of the new
subsidiary, Net e-Vantage, Inc., which has not yet realized any revenues, have
also been included. These expenses totaled $42,985 for the quarter, and $196,975
for the nine months, ending March 31, 2001. Had these start up expenses not been

                                     Page 10

<PAGE>   13

incurred, the operating expenses, as percentages of revenue, would have been
58.7%, and 59.8%, respectively, for the three and nine month periods ending
March 31, 2001. Also, included in operating expenses for the current nine month
period were costs associated with the audit for the prior fiscal year, increased
legal expenses resulting form retaining a new law firm to better advise and
assist us in filing SEC documents and the completion of strategic alliances and,
as yet, unannounced future business relationships.

The net income for the three month period ending March 31, 2001 was $ 40,198, or
$0.002 per share, while the nine month period ending March 31, 2001 reflected a
loss of $ 84,777 or $ (0.005) per share. This compared to net income of $45,003,
or $0.003 per share, and $ 105,984, or $0.001 per share, respectively, for the
comparable periods ending March 31, 2000. Had the results of the start up
subsidiary, Net e-Vantage, Inc., not been included, the net profits for the
three and nine month periods ending March 31, 2001 would have been $ 83,183, or
$0.004 per share, and $ 112,298, or $0.006 per share, respectively. Included in
net income, for the current quarter and year to date periods, is income derived
from minority interest. This income is the result of losses of the majority
owned subsidiary, Net e-Vantage, Inc., which exceeded the balance of the
investment that the Company had in the subsidiary. As the proceeds are received
from Net e-vantage's private placement memorandum, those proceeds are applied
against those excess losses, and recaptured as income to the Company.



                               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.


                         LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 31, 2001 was $ 128,183, an increase of $5,155,534 since
the beginning of the current fiscal year. This increase primarily results from
the restructuring of the purchase of the domain name AsseenonTV.com, from the
original price of $5,000,000 to $2,800,000, and the corresponding reduction of
the resultant note payable from $4,975,000 to $2,455,000. The entire note
balance had been classified as a current liability in prior reporting periods,
however with the restructure of the note agreement, only $60,000 is now a
current liability due within the current operating cycle, with the balance
reflected as a long term liability.

Net cash used in operating activities of the Company was $ 155,094 for the
current nine month period compared to net cash provided of $ 156,539 for the
nine month period ended March 31, 2000. The negative cash flow for the current
period is primarily the result of the previously referenced start up costs of
the Net e-Vantage, Inc. subsidiary.

To assist with funding the start-up costs of Net e-Vantage, Inc., the company,
on June 16, 2000, entered into a note agreement with an unrelated third party,
in the amount of $250,000. The note, which was due on December 15, 2000, is
secured by 1,500,000 restricted shares of the Company's common stock, which is
held by the lender's escrow agent. As of the end of this filing period,
principal payments amounting to $50,000, and


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<PAGE>   14

interest of $15,625, have been paid on this note. Although the Company had been
in default on the payment of the note, as of April 1, 2001 the note was
renegotiated with the lender. The note has been transferred from ONTV, Inc. to
its majority owned subsidiary, Net e-Vantage, Inc., as Borrower, who will be
responsible for the repayment of the note. The repayment requirement begins in
May 2001, in which the Borrower shall make interim monthly payments to the
Lender in an amount equal to fifty percent (50%) of all Gross Receipts, in
excess of $20,000, received by Borrower in the immediately preceding month. Such
interim payments, if any, shall be made on the first day of each month,
commencing on May 1, 2001 and shall be applied first to interest and then to
principal. The balance of the note shall be payable, together with accrued
interest thereon, on March 31, 2002.

Net e-Vantage is in the midst of the funding of a private placement memorandum,
with initial proceeds received to be used for operations and payment of the
balance of the $200,000 note. In addition, with the successful closing of the
private placement, Net e-Vantage, Inc. will be self-sufficient and will no
longer need infusions of cash from ONTV, Inc.

The Seen On TV, Inc. segment of the business continues to show strong growth.
The quarter ending March 31, 2001, showed a 271% increase in sales over the same
period in the prior year. The nine months sales increase was 471% over the
comparative period ending March 31, 2000. Management believes that this increase
is reflective of the use of the new domain name, AsSeenOnTV.com, as well as the
broader range of available products for sale. While the product line continues
to increase, the Company's warehouse facility is well positioned to manage the
anticipated continued growth. Should additional storage space be necessary, it
should be readily available through the current landlord.

Income from revenue sharing agreements, the other major business segment of the
Company, also reported revenue growth of 38% and 21% for the three and
nine-month periods ended March 31, 2001, respectively, compared to the same
periods of the prior fiscal year. Management feels that these increases were
primarily due to increased web site exposure. Due to the previously referenced
termination of the Popeil Inventions, Inc. revenue sharing agreement, it is
anticipated that these percentages may decrease significantly during subsequent
reporting periods.

Since the commencement of respective employment with the Company, each member of
the management team elected to a have a substantial portion of his salary
deferred until such time as the Company was in a better cash flow position. On
March 1, 2001, each of the officers accepted the Company's offer to purchase
shares of common stock of the Company. The accrued salaries due to each
respective officer was reduced by the total purchase price of the shares
purchased. Mr. Fasano purchased 979,166 shares, Mr. Costanzo purchased 1,833,334
shares, and Mr. Westrom purchased 1,000,000 shares. Each certificate issued
bears legend which restricts the shares from being traded for a two year period.

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.







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<PAGE>   15

                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

In April 1998, the Company was named party to an action by Charles Schwab & Co.
This action, as fully described in the Company's previous filings, resulted in
the Company accruing $16,500, in its financial statement, which is expected to
be a likely settlement amount.

In addition, as fully described in the Company's Form 10 KSB for the previous
fiscal year, the company was named in an action filed by the provider of
accounting services for the Company's predecessor Company, Kent Toys, Inc. A
settlement was reached on October 16, 2001, in which the claimant agreed to
accept shares of the Company's common stock, which had a value of $25,000, as a
complete settlement. Shares of the common stock were issued in three consecutive
monthly installments from October 2000 through December 2000, with each issuance
having a market value of $8,333.33. A total of 204,862 shares were issued to
settle this claim.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

              None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

              None

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

On November 10, 2000, the Company held its Annual Meeting of Shareholders. The
shareholders voted, either in person or by proxy, on the following matters:

     1. The election of three directors to serve until the next annual meeting
        of stockholders or until their respective successors have been elected
        and qualified; and

     2. To ratify the designation of Rotenberg & Company, LLP as the independent
        auditors for the period ending June 30, 2001.

The results of the stockholder votes were as follows:

Proposal 1 - Election of three directors:

                                   For        Against      Abstain
                                   ---        -------      -------

         Daniel M. Fasano       17,002,721       1            10
         Frank T. Costanzo      17,002,722       1             9
         Curt B. Westrom        17,002,720       1            11





                                     Page 13


<PAGE>   16

Proposal 2 - Ratification of the appointment of Rotenberg & Company, LLP

                                              For       Against       Abstain
                                              ---       -------       -------

         Appointment of Rotenberg & Co.   17,002,721       1             10


Item 5            OTHER MATTERS

                           None

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                           None































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<PAGE>   17

                                   SIGNATURES


         In accordance with Section 13 or 15 (d) of the Securities Exchange Act
         of 1934, the Registrant has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.



         May 14, 2001        ONTV, Inc.




                                   By: /s/  Daniel M. Fasano
                                       ----------------------
                                            Daniel M. Fasano
                                            Chairman of the Board of Directors


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


                               Chief Executive Officer
                               And Chairman of the
/s/  Daniel M. Fasano          Board of Directors             May 14, 2001
---------------------
 Daniel M. Fasano




                               Chief Financial Officer
                               And Treasurer (Principal
                               Accounting and Financial
/s/  Curt B. Westrom           Officer)                       May 14, 2001
--------------------
Curt B. Westrom


















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