<PAGE>

                                  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 September 30, 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 November 7, 2001
              -----                              -------------------------------

    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                                        10-13



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


Item 6.           EXHIBITS AND REPORTS ON FORM 8-K                            13


SIGNATURES

                                       2
<PAGE>



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

                     --------------------------------------
                                FINANCIAL REPORTS
                                       AT
                               SEPTEMBER 30, 2001
                     --------------------------------------





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


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


Independent Accountants' Report on Interim Financial Information               4

Consolidated Balance Sheets at September 30, 2001 (Unaudited) and
  June 30, 2001                                                                5

Consolidated Statements of Changes in Stockholders' Equity for the Year
  Ended June 30, 2001 and for the Three Months Ended
  September 30, 2001 and 2000 (Unaudited)                                      6

Consolidated Statements of Operations for the Three Months Ended
  September 30, 2001 and 2000 (Unaudited)                                      7

Consolidated Statements of Cash Flows for the Three Months Ended
  September 30, 2001 and 2000 (Unaudited)                                      8

Notes to Consolidated Financial Statements                                     9

                                       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 September 30, 2001, and the
related consolidated statements of changes in stockholders' equity, operations,
and cash flows for the three months ended September 30, 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 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 the 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
  October 22, 2001

                                       4
<PAGE>
<TABLE>

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

CONSOLIDATED BALANCE SHEETS
===============================================================================================
<CAPTION>
                                                               (UNAUDITED)
                                                               SEPTEMBER 30,        June 30,
                                                                   2001               2001
-----------------------------------------------------------------------------------------------

ASSETS

<S>                                                           <C>                <C>
CURRENT ASSETS
Cash and Cash Equivalents                                     $        89        $     1,253
Note Receivable - Related Party                                   376,510            368,610
Inventory                                                          66,909             81,946
Due from Officer                                                   64,231             60,531
Other Current Assets                                                3,962              2,500
-----------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                              511,701            514,840

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION           28,783             30,465

OTHER ASSETS
Accounts Receivable - Related Party                                37,300             37,300
Investment in Affiliates                                          133,832            133,524
Intangible Assets - Net of Accumulated Amortization             3,013,548          3,011,597
-----------------------------------------------------------------------------------------------

TOTAL ASSETS                                                  $ 3,725,164        $ 3,727,726
===============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses                         $   227,536        $   217,911
Notes Payable - Due Within One Year                                60,000             60,000
-----------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                         287,536            277,911

OTHER LIABILITIES
Notes Payable - Due After One Year                              2,339,159          2,371,900
-----------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                               2,626,695          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                                                  36,236             15,682
-----------------------------------------------------------------------------------------------
                                                                1,112,056          1,091,502
Less: Stock Held in Trust                                           1,500              1,500
Treasury Stock - 57,500 Shares at Cost                             12,087             12,087
-----------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                      1,098,469          1,077,915
-----------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 3,725,164        $ 3,727,726
===============================================================================================
</TABLE>

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

                         See Accountants' Review Report

                                       5
<PAGE>
<TABLE>

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' QUITY
=============================================================================================================================
<CAPTION>
                                                                                 Additional      Retained
Three Months Ended September 30, 2001 and 2000     Number          Common         Paid-In        Earnings     Stockholders'
   (Unaudited) and Year Ended June 30, 2001       of Shares         Stock         Capital        (Deficit)        Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>          <C>               <C>          <C>
BALANCE - JUNE 30, 2000                          16,777,938       $ 16,778     $   465,630       $(401,880)   $      80,528

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

Minority Interest                                        --             --              --             --               --

Net Loss - Unaudited                                     --             --              --        (155,166)        (155,166)
-----------------------------------------------------------------------------------------------------------------------------

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

Common Stock Issued                               6,534,723          6,535         470,355             --           476,890

Minority Interest                                        --             --              --             --               --

Net Income                                               --             --              --         572,728          572,728
-----------------------------------------------------------------------------------------------------------------------------

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

Net Income - Unaudited                                   --             --              --          20,554           20,554
-----------------------------------------------------------------------------------------------------------------------------

BALANCE - SEPTEMBER 30, 2001 (UNAUDITED)         23,720,861       $ 23,721     $ 1,052,099       $  36,236    $   1,112,056
=============================================================================================================================

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

                                                      6
<PAGE>
<TABLE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<CAPTION>

============================================================================================
Three Months Ended September 30,                               2001             2000
-------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
REVENUES, NET OF RETURNS                                  $   470,354       $   221,306

COST OF GOODS SOLD                                            246,452           109,148
-------------------------------------------------------------------------------------------

GROSS PROFIT                                                  223,902           112,158
-------------------------------------------------------------------------------------------

EXPENSES
Amortization                                                   22,446             5,337
Depreciation                                                    1,682             1,685
Freight and Delivery                                            6,058               214
Interest                                                           88             6,309
Payroll and Payroll Taxes                                      72,814           128,745
Other Expenses                                                102,628           127,350
-------------------------------------------------------------------------------------------

TOTAL EXPENSES                                                205,716           269,640
-------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE OTHER INCOME AND (EXPENSES)               18,186          (157,482)

OTHER INCOME AND (EXPENSES)
Interest Income                                                 7,360             1,824
Equity in Income (Loss) of Unconsolidated Investment              308            (2,908)
-------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                25,854          (158,566)

Provision for Income Taxes                                      5,300                --
-------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE MINORITY INTEREST                         20,554          (158,566)

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

NET INCOME (LOSS)                                         $    20,554       $  (155,166)
===========================================================================================

EARNINGS PER SHARE
Weighted Average Number of Common Shares Outstanding       23,720,861        17,062,519
Net Income (Loss) Per Common Share - Basic and Diluted    $      0.00       $     (0.01)
===========================================================================================
</TABLE>

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

                         See Accountants' Review Report

                                       7
<PAGE>
<TABLE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

==============================================================================================
Three Months Ended September 30,                                     2001            2000
----------------------------------------------------------------------------------------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                                 $ 20,554        $(155,166)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
  TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Amortization                                                        22,446            5,337
Depreciation                                                         1,682            1,685
Equity in (Income) Loss of Unconsolidated Investments                 (308)           2,908
Decrease in Value of Minority Interest                                  --             (700)
CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable - Related Party                                 (7,900)         (27,776)
Inventory                                                           15,037          (17,611)
Other Current Assets                                                (1,462)               3
Accounts Payable and Accrued Expenses                                9,625           79,438
----------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                            59,674         (111,882)
----------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Affiliates                                               --          (18,825)
Acquisition of Property and Equipment                                   --           (8,615)
Acquisition of Intangible Assets                                   (24,397)          (4,265)
----------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                           (24,397)         (31,705)
----------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Debt                                                  (32,741)              --
Advances to Officer                                                 (3,700)          (8,013)
Purchase of Treasury Stock                                              --          (10,041)
----------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                           (36,441)         (18,054)
----------------------------------------------------------------------------------------------

Net Decrease in Cash and Cash Equivalents                           (1,164)        (161,641)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                         $     89        $  82,256
==============================================================================================

SUPPLEMENTAL DISCLOSURES
Interest Paid                                                     $     --        $      --
Income Taxes Paid                                                 $     --        $      --
==============================================================================================

NON-CASH INVESTING AND FINANCING ACTIVITIES
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

                                       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 September 30, 2001 was
           $375,960.

           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.

           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.

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.


                                       9
<PAGE>

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

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

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

The Company's ability to predict results or the effects of any pending events on
the Company's operating results is inherently subject to various risks and
uncertainties, including (without limitation) product demand; the effect of
economic conditions; the impact of competitive services, products and pricing;
product supply restraints or difficulties; industry regulation; the continued
availability of capital resources and financing and other risks set forth or
incorporated herein and in the Company's Securities and Exchange Commission
filings. The Company does not undertake to update any forward-looking statement
that may be made from time to time by or on behalf of the Company.

GENERAL:

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

The Company presently has one main area of business. The wholly owned
subsidiary, Seen On TV, Inc., markets and sells products, on the Internet, to
the general public. Seen On TV, Inc. operates the websites "SeenOnTV.Com" and
"AsSeenOnTV.com". These are destination websites offering "as seen on tv"
products direct to the consumer via the Internet. Each website currently derives
income from buying products at distributor prices and selling those products to
wholesale and retail customers. The Company's management has over thirteen years
of experience in the direct response television industry and maintains a wide
range of relationships with many direct response television marketing companies
as well as major manufacturers who provide products to the direct response
industry.

Consumer products, which the Company markets through Seen On TV, Inc., include a
wide variety of categories, i.e.: health, beauty, weight loss, kitchen, sporting
goods, and household appliances, etc. Products sold by Seen On TV, Inc. include,
but are not limited to: Ab Tronics, IGIA Electro-Sage 8, Pest Offense, Wrap &
Snap Curling Systems, Cell Phone Internal Antenna , Rainbow Art, Gator Grip,
Space Bag, Versa Wrench, IGIA Wonder Forms, IGIA Therma-Spa, Marvins Magic,

                                       10
<PAGE>

Nads, Tap Light, IGIA Platinum Nail, Epil Stop & Spray, Steam Buggy, Oxiclean,
Orangeglow, Shelf Master, True Motion Lures, Vibatouch Fingertip Massager, QRB,
Ginsu Knives, Hygionic Tooth Brushes, Steamin Iron, IGIA CelluLift, 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.


                              RESULTS OF OPERATIONS

 THREE MONTHS ENDED SEPTEMBER 30, 2001 VS. THREE MONTHS ENDED SEPTEMBER 30, 2000

Revenue for the fiscal quarter ended September 30, 2001 was $470,354, an
increase of 113% over revenue of $221,306 for the quarter ending September 30,
2000. This improvement is 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 past year due to the increased
presence of the Company's domestic website, www.seenontv.com, and the exposure
of the domain name AsSeenOnTV.com, along with the resultant increase in sales
due to the expanded product line available from Seen On TV, Inc. The Company
believes that this exposure will result in a customer easily remembering the
AsSeenOnTV.com domain name and accessing that site for his/her product needs.
While management expects revenue growth to continue during fiscal year 2002, as
the economy is experiencing uncertainty, particularly in view of the recent
terrorist activities, a somewhat lesser rate of increase may be realized.

                                       11
<PAGE>

Cost of goods sold, as a percentage of revenue, was 52.4% for the quarter ending
September 30, 2001, as compared with 49.3% for the comparable period in 2000.
The increase in cost percentage over the prior period resulted from the
termination of a revenue sharing agreement which had been in effect during the
that comparable period. Management believes that these higher percentages will
continue for the immediate future.

Gross profit, as a percentage of revenue, was 47.6% for the quarter ending
September 30, 2001, as compared with 50.7% for the comparable period in the
prior year ending September 30, 2000. This decrease in margin is primarily due
to gross profits during the prior reporting period being inclusive of a higher
percentage of profits resulting from revenue derived from a revenue sharing
agreement with a customer, for whom the Company managed its website. These
revenues had limited direct costs applied against them, thus resulting in higher
gross profit than the sales segment. It is the belief of management that these
lower margins may continue to be realized as a result of the termination of the
revenue sharing agreement.

Operating expenses, as a percentage of revenue, were 43.7% for the current
quarter ending September 30, 2001, as compared with 121.9% for the comparable
quarter ending September 30, 2000. The improvement in this percentage is
primarily due to the economies of scale generated from absorption of fixed
expenses against the increased revenue base. Management believes that although
additional staff and operating expenses may be necessary to support growth, this
operating expense ratio should remain fairly constant in future reporting
periods as anticipated increased revenues are realized.

Amortization increased $17,109 to $22,446 in the first three months of the
current fiscal year as compared to $5,337 in the comparable period in the prior
year. The increase is primarily due to amortization relating to the acquisition
of the domain name, AsSeenOnTV.com, and the related costs of further development
of that asset. Amortization will continue to increase during the second quarter
primarily as a result of three months of amortization, rather than one month in
this first quarter, related to this intangible asset.

Net income for the three months ended September 30, 2001 was $20,554, or $ 0.001
per share, compared with a net loss of $ 155,166, or $ (0.009) per share, for
the quarter ended September 30, 2000.

In spite of the overall uncertainty of the economy, particularly since the
tragedies of the terrorist attacks of September 11, the Seen On TV, Inc. sales
segment of the Company continues to show strong growth. During the first four
months of the current fiscal year, the number of customer orders has increased
251% over the same period in the prior year. With the present warehouse
location, this subsidiary is well placed to handle the increased business, with
the only variable being picking and packing labor. As the busy holiday sales
season commences, management expects sales orders to have continued increases
through the end of the current quarter. However, even though these sales orders
continue to increase, the Company remains dependent upon suppliers meeting our
delivery requirements. The Company has continued to closely monitor the purchase
orders it has in process in an attempt to insure that product will be available
from the Company's suppliers to fulfill the customer orders.

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

                               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.

                                       12
<PAGE>

                              FINANCIAL CONDITION

Working capital at September 30, 2001 was $ 224,165, a decline of $12,764 since
the beginning of the current fiscal year. Net cash provided from operating
activities increased to $59,674 for the current fiscal quarter, compared to net
cash used of $111,882 for the three month period ended September 30, 2000. The
increase in working capital and cash flow is primarily the result of the net
profit reflected for the current quarter.

Except as activity provided by operations, the only material changes in the
balance sheet resulted from the acquisition of intangible assets and the
repayment of long term debt.



                           PART II - OTHER INFORMATION


Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                           None

                                       13
<PAGE>

                                   SIGNATURES


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



November 12, 2001                         ONTV, Inc.




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


                                              /s/ Curt B. Westrom
                                              ----------------------------------
                                              Curt B. Westrom
                                              Chief Financial Office
                                              And Treasurer (Principal
                                              Accounting and Financial Officer)