<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 December 31, 2002

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

                        Commission File Number 000-29249

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

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

                          2444 Innovation Way, Bldg 10
                            Rochester, New York 14624
                            -------------------------
                    (Address of principal executive offices)

                                 (585) 295-8601
                                 --------------
                           (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 14, 2003
              -----                             --------------------------------

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

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

<PAGE>

                                TABLE OF CONTENTS

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

Item 1.  FINANCIAL STATEMENTS                                               3

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                             13 - 17

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

Item 1.  LEGAL PROCEEDINGS                                                  18

Item 2.  EXHIBITS AND REPORTS ON FORM 8-K                                   18

SIGNATURES AND CERTIFICATIONS                                            19 - 20

                                        2
<PAGE>

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

                             -----------------------
                                FINANCIAL REPORTS
                                       AT
                                DECEMBER 31, 2002
                             -----------------------

                                       3
<PAGE>

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


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


Independent Accountants' Report                                              5

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

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

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

Consolidated Statements of Cash Flows for the Six Months Ended
  December 31, 2002 and 2001 (Unaudited)                                     9

Notes to Consolidated Financial Statements                                 10-12

                                       4
<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT


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


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

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

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

         We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of ONTV, Inc. & Subsidiaries as of June 30, 2002 (presented herein), and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated July 31, 2002, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of June 30, 2002 is fairly
stated, in all material respects. No auditing procedures have been performed
subsequent to the date of our report.



/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  January 29, 2003

                                       5
<PAGE>

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

CONSOLIDATED BALANCE SHEETS
==========================================================================================
<CAPTION>
                                                              (UNAUDITED)
                                                              DECEMBER 31,      June 30,
                                                                 2002             2002
------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                                    $    25,251      $    96,914
Inventory                                                        353,516          177,414
Prepaid Expenses and Security Deposits                             6,667            6,667
------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                             385,434          280,995

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION          64,713           65,182

OTHER ASSETS
Accounts Receivable - Related Party                               37,850           37,850
Due from Officer                                                  82,193           79,101
Intangible Assets - Net of Accumulated Amortization            2,800,537        2,877,085
Investments in Affiliates                                        113,026          105,308
------------------------------------------------------------------------------------------
TOTAL ASSETS                                                 $ 3,483,753      $ 3,445,521
==========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                             $   182,972      $    96,650
Accrued Expenses and Accrued Taxes                               189,854          151,773
Notes Payable - Due Within One Year                               60,000           60,000
------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                        432,826          308,423

OTHER LIABILITIES
Notes Payable - Due After One Year                             2,266,248        2,277,397
------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                              2,699,074        2,585,820
------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common Stock:  $.001 Par; 100,000,000 Shares Authorized;
                          23,720,861 Shares Issued; and
                          23,593,361 Shares Outstanding           23,721           23,721
Additional Paid-In Capital                                     1,052,099        1,052,099
Retained Earnings (Deficit)                                     (271,932)        (196,910)
------------------------------------------------------------------------------------------
                                                                 803,888          878,910
Less: Stock Held in Trust                                          1,500            1,500
             Treasury Stock - 127,500 Shares at Cost              17,709           17,709
------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                       784,679          859,701
------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 3,483,753      $ 3,445,521
==========================================================================================

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

                                            6
</TABLE>
<PAGE>

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
====================================================================================================================================
<CAPTION>
                                                              Additional    Retained
                                    Number        Common       Paid-In      Earnings       Stock Held      Treasury    Stockholders'
                                  of Shares        Stock       Capital      (Deficit)       in Trust         Stock        Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>           <C>           <C>            <C>            <C>            <C>
BALANCE - JUNE 30, 2001           23,720,861   $    23,721   $ 1,052,099   $    15,682    $    (1,500)   $   (12,087)   $ 1,077,915

Purchase of Treasury Stock
   - 20,000 Shares                        --            --            --            --             --         (1,244)        (1,244)

Net Income (Unaudited)                    --            --            --        69,920             --             --         69,920
------------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2001
  (UNAUDITED)                     23,720,861   $    23,721   $ 1,052,099   $    85,602    $    (1,500)   $   (13,331)   $ 1,146,591
====================================================================================================================================

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

Net Loss (Unaudited)                      --            --            --       (75,022)            --             --        (75,022)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2002
  (UNAUDITED)                     23,720,861   $    23,721   $ 1,052,099   $  (271,932)   $    (1,500)   $   (17,709)   $   784,679
====================================================================================================================================

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

                                                                 7
</TABLE>
<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
==============================================================================================================
<CAPTION>
                                                    Three Months Ended                Six Months Ended
                                                       December 31,                     December 31,
                                             ------------------------------    -------------------------------
                                                  2002             2001             2002              2001
--------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>               <C>
REVENUES, NET OF RETURNS                     $    787,964     $  1,161,166     $  1,333,647      $  1,638,881

Cost of Goods Sold                                414,920          713,581          750,560           960,034
--------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                      373,044          447,585          583,087           678,847
--------------------------------------------------------------------------------------------------------------

EXPENSES
Advertising                                        73,008           67,868          132,258            91,092
Amortization                                       52,337           53,558          108,339            76,004
Depreciation                                        3,336            2,012            6,240             3,694
Interest                                               --              243               --               331
Legal and Accounting                               16,695           17,236           19,670            28,807
Payroll and Payroll Taxes                          99,922           73,148          206,244           145,962
Shipping Supplies                                   4,107           17,217           14,551            23,275
Other Expenses                                     96,196          148,961          190,648           216,794
--------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                    345,601          380,243          677,950           585,959
--------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS) BEFORE
  OTHER INCOME AND PROVISION FOR TAXES             27,443           67,342          (94,863)           92,888

OTHER INCOME
Other Income                                        5,968               --           13,473                --
Equity in Income of Unconsolidated
  Investments                                       3,859              124            7,718               432
--------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE PROVISION FOR TAXES           37,270           67,466          (73,672)           93,320

Provision for Taxes                                    --           18,100            1,350            23,400
--------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                            $     37,720     $     49,366     $    (75,022)     $     69,920
==============================================================================================================

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

Weighted Average Number
  of Common Shares Outstanding                 23,593,361       23,653,361       23,593,361        23,658,361

Net Income (Loss) Per Common Share
 - Basic and Diluted                         $       0.00     $       0.00     $      (0.00)     $       0.00
==============================================================================================================

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

                                                      8
</TABLE>
<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
===========================================================================================
<CAPTION>

Six Months Ended December 31,                                        2002           2001
-------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME (LOSS)                                                 $ (75,022)     $  69,920

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
  TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Amortization                                                        108,339         76,004
Depreciation                                                          6,240          3,694
Equity in Income of Unconsolidated Investments                       (7,718)          (432)

CHANGES IN ASSETS AND LIABILITIES:
Inventory                                                          (176,102)         9,641
Prepaid Expenses and Security Deposits                                   --         (1,997)
Accounts Payable                                                     86,322         (6,810)
Accrued Expenses and Accrued Taxes                                   38,081         75,777
-------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                            (19,860)       225,797
-------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Property and Equipment                                (5,771)          (990)
Acquisition of Intangible Assets                                    (31,791)       (24,397)
-------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                            (37,562)       (25,387)
-------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Change in Accrued Interest on Note Receivable - Related Party            --        (15,260)
Advances to Officer                                                  (3,092)       (22,514)
Repayment of Debt                                                   (11,149)       (50,668)
Purchase of Treasury Stock                                               --         (1,244)
-------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                            (14,241)       (89,686)
-------------------------------------------------------------------------------------------

Change in Cash and Cash Equivalents                                 (71,663)       110,724

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                         $  25,251      $ 111,197
===========================================================================================

SUPPLEMENTAL DISCLOSURES
===========================================================================================

Interest Paid                                                     $      --      $      --
Income Taxes Paid                                                 $   1,350      $      --
===========================================================================================

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

                                             9
</TABLE>
<PAGE>

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


NOTES TO CONSOLIDATED 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 taken as a whole.

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

NOTE B -   DUE FROM OFFICER
           Due from officer consists of short-term advances due on demand. The
           amount due from officer bears no interest and contains no formal
           repayment terms. During the six months ended December 31, 2002, the
           Company made advances to officer of $3,092.

NOTE C -   RELATED PARTY TRANSACTIONS
           Related party transactions consisted of transactions between Web
           Marketing FX and the Company. The owner of Web Marketing FX is also a
           principal shareholder of the Company. The net receivable balance was
           $37,850 at December 31, 2002 (unaudited) and June 30, 2002. Web
           Marketing FX provided online access services to the Company in the
           amount of $39,500 for the six months ended December 31, 2002.

NOTE D -   NOTE PAYABLE
           In October 2001, the Company renegotiated the purchase price of the
           domain name "As Seen on TV.com". The purchase price was adjusted from
           $5,000,000 down to $2,800,000 in exchange for 2,500,000 shares of
           ONTV, Inc. common stock. The renegotiated note payable requires
           monthly payments of a minimum of $5,000 or 5% of monthly gross sales
           until October 2005, at which time, the Company will have 45 days to
           pay the remaining balance in full. The domain name is the only
           collateral on the renegotiated note. Should the Company default on
           the renegotiated note, the domain name would revert back to the
           seller, and the Company would forfeit all stock and cash paid to
           date. The balance of the note at December 31, 2002 (unaudited) and
           June 30, 2002 was $2,326,248 and $2,337,397, respectively. As of
           December 31, 2002, the Company was delinquent in making their
           required monthly payments.

                                       10
<PAGE>

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


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


NOTE E -   RECENTLY ISSUED ACCOUNTING STANDARDS
           In June 2001, the Financial Accounting Standards Board issued 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.

           In August 2001, the Financial Accounting Standards Board issued FASB
           Statement No. 144, Accounting for the Impairment or Disposal of
           Long-Lived Assets (SFAS 144). SFAS 144 supercedes FASB Statement No.
           121, Accounting for the Impairment of Long-Lived Assets and for
           Long-Lived Assets to Be Disposed Of. SFAS 144 also amends the
           accounting and reporting provisions for the disposal of a segment of
           business in Accounting Principles Board Opinion No. 30, Reporting the
           Results of Operations - Reporting the Effects of Disposal of a
           Segment of a Business, and Extraordinary, Unusual and Infrequently
           Occurring Events and Transactions (Opinion 30). SFAS 144 is required
           to be applied in fiscal years beginning after December 15, 2001.

           In April 2002, the Financial Accounting Standards Board issued FASB
           Statement No. 145, Rescission of FASB Statements No. 4, 44, and 64,
           Amendment of FASB Statement No. 13, and Technical Corrections (SFAS
           145). SFAS 145 requires that gains and losses from extinguishment of
           debt be classified as extraordinary items only if they meet the
           criteria in Opinion 30. Applying the provisions of Opinion 30 will
           distinguish transactions that are part of an entity's recurring
           operations from those that are unusual and infrequent and therefore
           meet the criteria for classification as an extraordinary item. SFAS
           145 also requires that modifications to a capital lease that make it
           an operating lease be accounted for, as applicable, in accordance
           with FASB Statement No. 98, Accounting for Leases, or FASB Statement
           No. 28, Accounting for Sales with Leasebacks. SFAS 145 is required to
           be applied in fiscal years beginning after May 15, 2002 and to
           provisions relating to modifications of a capital lease that make it
           an operating lease as of May 15, 2002. Upon adoption of SFAS 145,
           gains and losses on debt extinguishment that have been shown on the
           income statement as extraordinary items in prior periods should be
           reclassified, unless they meet the criteria for extraordinary status
           per Opinion 30.

                                                                   - continued -

                                       11
<PAGE>

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


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


NOTE E -   RECENTLY ISSUED ACCOUNTING STANDARDS - CONTINUED

           The Company has adopted SFAS 141, SFAS 142, SFAS 144, and SFAS 145,
           as of July 1, 2002, and has determined that they have had no impact
           on the financial position and results of its operations for the
           period ended December 31, 2002.

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

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

           The Company is assessing, but does not expect the adoption of SFAS
           146 and SFAS 148, as of January 1, 2003, to have a material effect on
           its future financial position and results of operations.

                                       12
<PAGE>

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

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

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

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

GENERAL:
ONTV, Inc., formerly known as LA Group, Inc. (the Company) was incorporated in
the state of Delaware on February 29, 1996, in order to create an entity with
which to form a reverse merger with a public, non-reporting, company, Kent Toys,
Inc. Through a series of transactions, Kent merged with the Company on 3/15/96.
Upon completion of this transaction, the Company became public and all Kent
stock was then canceled.

On June 1, 1998, the Company acquired What A Product, Inc., an Arizona
corporation, which was involved in the design, manufacturing, sales and
marketing of products through electronic retailing, primarily through QVC
Television.

On January 6, 1999, the Company formed a wholly owned subsidiary, Seen On TV,
Inc., a New York corporation, for the purpose of selling household, health and
beauty products over the Internet. This subsidiary currently is responsible for
the electronic retailing segment of the Company's business.

On January 14, 2000, the Company purchased the domain name, AsSeenOnTV.com. The
Company, through its subsidiary Seen On TV, Inc., has developed this asset into
a website for e-commerce.

With the approval of shareholders, on March 8, 2000, the Company amended its
Certificate of Incorporation to change its name from LA Group, Inc. to ONTV,
Inc.

                                       13
<PAGE>

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.

A prior segment of business, the design and marketing of websites for other
businesses, was previously operated by the Company, for which it derived income
from revenue sharing agreements. In March 2001, the Company agreed to terminate
the agreement with the major customer for this segment when the customer, in a
cost cutting move, made the decision to bring management of the website
in-house. Control of the web operations was transferred back to the customer.

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

Consumer products, which the Company markets through Seen On TV, Inc., include a
wide variety of categories, i.e.: health, beauty, weight loss, kitchen, sporting
goods, and household appliances, etc. Products sold by Seen On TV, Inc. include,
but are not limited to: Pasta Pro, The Firm with Fanny Lifter, Rock-N-Roll
Scooter, Miracle Blade III, Flathose, Perfect pancake, Emerson Switchboard,
Sewing Genie, Vinyl Leather Repair, IGIA Pore Cleanser, IGIA Electro-Sage 8,
IGIA Lazer Vac, Super SlimDown Now,Pest Offense, Areo Mattress Topper, Wrap &
Snap Curling Systems, AirCore, Cell Phone Internal Antenna, Space Bag, Versa
Wrench, IGIA Wonder Forms, IGIA Therma-Spa, Marvins Magic, Nads, Tap Light, IGIA
Platinum Nail, Epil Stop and Spray, Steam Buggy, Steam Bullet, Oxiclean,
Orangeglow, Shelf Master, True Motion Lures, ORB, 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,
CableFlex, Orbitrek, Ab Slide, Simoniz Car Wash, Flowbee, Thundersticks, and Ab
Rocker,

The Company purchases products from a multitude of vendors. The Company carries
inventory and relies, to a large extent, on rapid fulfillment from these and
other vendors. These 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.

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<PAGE>

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 June 2, 2000, the Company formed a subsidiary, Net e-Vantage, Inc. (Net e).
Incorporated in the State of Delaware, Net e-Vantage, Inc., located in San
Diego, California, is a professional services company. Its principal business is
to acquire online and off-line strategic partnerships, Business to Business
(B2B) and Business to Consumer (B2C) product lines and services, major brand
names through direct manufacturer relationships and authorized distributors, as
well as "internet exclusives" for a wide variety of products.

Net e-Vantage, Inc. will also provide the conduit for additional capital sources
and corporate acquisitions for its growth and expansion, as well as that of the
Company. Net e-Vantage, Inc. is in the developmental stage and has not, to date,
generated revenues. On May 16, 2001, Net e-Vantage offered to redeem 3,650,000
of the 4,500,000 shares of Net e stock owned by the company. After the Company
accepted this offer, and the transaction was consummated, the Company, directly
and beneficially, now owns 53% of the outstanding stock of Net e-Vantage, Inc.,
with the balance owned by its management and directors, as well as by outside
investors.

On July 26, 2000, the Company entered into a Joint Venture and Strategic
Alliance Agreement with Coordinated Strategic Alliances (CSA), a major product
developer and supplier to QVC Television. The agreement grants the Company
Internet and interactive digital cable marketing rights for all products
marketed, developed or acquired in the future by CSA. In exchange for these
rights, the Company issued 350,000 restricted shares of Common Stock to CSA.
Additionally, the agreement calls for both companies to expand product
development through the Company's subsidiary, WAPI. WAPI has begun to develop a
unique product and invention submission program designed to present consumer
products for introduction to various CSA distribution lines, including QVC and
Infomercial companies. In addition, the Company will feature the newly developed
products through its websites, including www.AsSeenOnTV.com, www.SeenonTV.com ,
www.AsSeenOnTV.ws and www.SeenOnTV.ws.

                                       15
<PAGE>

The Company has expended no funds on research and development activities.
Although the Company uses the logo "As Seen On TV" for advertising purposes,
neither the Company, nor any other entity, has a trademark on this term. It is
merely an descriptive term with which customers may identify. However, the
Company's website, AsSeenOnTV.com is exclusive to the Company. It is the belief
of management that the website name represents an advertising tool for the
Company.

>From inception to date, the Company has not been involved in any bankruptcy,
receivership, or similar proceeding. Additionally, the Company has not incurred
any environmental expenses.

As of September 2002, the Company employed ten full-time and four part-time
persons in the Rochester, New York office. The Company's employees are not
represented by labor unions. The Company believes relations with its employees
are good.

On December 31, 2001, the employment contract for Curt B. Westrom expired. Mr.
Westrom was retained to consult with ONTV through the month of January 2002, and
he remains a director and shareholder. The position of Treasurer, previously
held by Mr. Westrom was open from January 2002 through June 2002. Effective July
2002, Frank T. Costanzo became the acting Treasurer and Secretary until a new
Treasurer is elected by the Board of Directors. Ronald J. Axelrod, the Company's
general counsel and corporate Secretary, did not serve as the acting Treasurer
during the previous quarter, as previously reported in the Company's annual
report, as contained in the Form 10-KSB.

                              RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2002 VS. THREE MONTHS AND SIX
MONTHS ENDED DECEMBER 31, 2001

Revenue for the fiscal quarter ended December 31, 2002 was $787,964, a
decrease of 32% over revenue of $1,161,166 for the quarter ending December 31,
2001. The six months period ended December 31, 2002 reflected revenue of
$1,333,647, a 19% decrease over revenue of $1,638,881 for the comparable
period ending December 31, 2001. The decrease is primarily the result
of the current economic condition.

Cost of goods sold, as a percentage of revenue, were 52.7% and 56.2% for the
three and six month periods ending December 31, 2002, as compared with 61.5% and
58.6% for the comparable periods in the prior fiscal year. Management believes
that the current percentages are in line with expectations in the future.

Gross profit, as a percentage of revenue, were 47.3% and 43.7% for the quarter
and six months period ending December 31, 2002, as compared with 38.6% and 41.4%
for the comparable periods in the prior year ending December 31, 2001. The
increase of this percentage during the current fiscal year operating period is a
result of a change in product mix from the previous fiscal year. Product mix is
driven by popularity product promotions during any operating period.

Operating expenses, as a percentage of revenue, were 43.7% for the current
quarter and 50.8% for the six months ending December 31, 2002, as compared with
32.7% and 35.8% for the comparable periods ending December 31, 2001. The
increase is primarily due to expenses incurred in connection with relocation to
the new facility, increased telephone expenses, travel and lodging and temporary
help. Management believes that while certain operating expenses will remain
relatively constant, other operating expenses are anticipated to increase
proportionately with estimated gross in revenue.

                                       16
<PAGE>

Amortization was $52,337 and $108,339, respectively, for the quarter and six
months ending December 31, 2002, compared to $53,558 and $76,004 for the similar
periods in the prior fiscal 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.

The net income (loss) for the three months period ending December 31, 2002 was
$37,720, or $0.001 per share, while the six months period ending December 31,
2002 reflected a net loss of $(75,022) or $(0.001) per share. This compared to
net income of $49,366, or $0.002 per share, and a net income of $69,920 or
$0.003 per share, respectively, for the comparable periods ending December 31,
2001.

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.

                               FINANCIAL CONDITION

Working capital at December 31, 2002 was $(47,392), a decline of $19,964 since
the beginning of the current fiscal year. Net cash used in operating activities
for the current six month period was $(19,860) compared to net cash provided of
$225,797 for the six month period ended December 31, 2001. The decrease in
working capital and cash flow is primarily the result of the net loss reflected
for the six months period ending December 31, 2002.

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.

                                       17
<PAGE>

                           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, 2000, 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.  EXHIBITS AND REPORTS ON FORM 8-K

         None

                                       18
<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.


                                       ONTV, Inc.



February 14, 2003                      By:  /s/  Daniel M. Fasano
                                            ----------------------------------
                                            Daniel M. Fasano
                                            Chairman of the Board of Directors


                                  CERTIFICATION

         In connection with the Quarterly Report of ONTV, Inc. (the "Company")
on Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel
M. Fasano, President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

         (1)  The Report fully complies with the requirements of section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

         (2)  The information contained in the Report fairly presents, in all
              material respects the financial condition and results of the
              Company.

Date:  February 14, 2003                   /s/ Daniel M. Fasano
                                           -------------------------------------
                                           Daniel M. Fasano
                                           Chief Executive and Financial Officer

                                       19
<PAGE>

                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Daniel M. Fasano, the Chief Executive and Financial Officer of ONTV, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB of ONTV, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to me by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report my conclusions about the
              effectiveness of the disclosure controls and procedures based on
              my evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  February 14, 2003                   /s/  Daniel M. Fasano
                                           -------------------------------------
                                           Daniel M. Fasano
                                           Chief Executive and Financial Officer

                                       20