<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, 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 November 13, 2002
              -----                             --------------------------------

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

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


<PAGE>

                                TABLE OF CONTENTS

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

Item 1.  FINANCIAL STATEMENTS                                               3

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                              4 - 8

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

Item 1.  LEGAL PROCEEDINGS                                                  9

Item 2.  EXHIBITS AND REPORTS ON FORM 8-K                                   9

SIGNATURES AND CERTIFICATIONS                                            10 - 11



                                        2

<PAGE>

                            ONTV, INC. & SUBSIDIARIES
                            (A DELAWARE CORPORATION)
                               Rochester, New York

                     --------------------------------------
                                FINANCIAL REPORTS
                                       AT
                               SEPTEMBER 30, 2002
                     --------------------------------------

                                       3


<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

TABLE OF CONTENTS
================================================================================

Independent Accountants' Report on Interim Financial Information         F-2

Consolidated Balance Sheets at September 30, 2002 (Unaudited) and
  June 30, 2002                                                          F-3

Consolidated Statements of Changes in Stockholders' Equity for the
  Year Ended June 30, 2002 and for the Three Months Ended
  September 30, 2002 and 2001 (Unaudited)                                F-4

Consolidated Statements of Operations for the Three Months
  Ended September 30, 2002 and 2001 (Unaudited)                          F-5

Consolidated Statements of Cash Flows for the Three Months Ended
  September 30, 2002 and 2001 (Unaudited)                                F-6

Notes to Financial Statements                                         F-7 to F-9

                                      F-1

<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 September 30, 2002, the related consolidated
statements of operations for the three months ended September 30, 2002 and 2001,
and the related consolidated statements of changes in stockholders' equity and
cash flows for the three months ended September 30, 2002 and 2001. These
financial statements are the responsibility of the Company's management.

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

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

         We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of ONTV, Inc. & Subsidiaries as of June 30, 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, and the related
statement of changes in stockholders' equity for the year then ended, is fairly
stated, in all material respects. No auditing procedures have been performed
subsequent to the date of our report.

/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
October 31, 2002

                                      F-2

<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

<CAPTION>
CONSOLIDATED BALANCE SHEETS
======================================================================================
                                                            (Unaudited)
                                                           September 30,    June 30,
                                                               2002          2002
--------------------------------------------------------------------------------------

<S>                                                        <C>            <C>
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                                  $    10,569    $    96,914
Inventory                                                      241,500        177,414
Prepaid Expenses and Security Deposits                           6,667          6,667
--------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                           258,736        280,995

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION        68,049         65,182

OTHER ASSETS
Accounts Receivable - Related Party                             37,850         37,850
Due from Officer                                                82,194         79,101
Intangible Assets - Net of Accumulated Amortization          2,837,827      2,877,085
Investments in Affiliates                                      109,167        105,308
--------------------------------------------------------------------------------------
TOTAL ASSETS                                               $ 3,393,823    $ 3,445,521
======================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                           $   133,388    $    96,650
Accrued Expenses and Accrued Taxes                             181,778        151,773
Notes Payable - Due Within One Year                             60,000         60,000
--------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                      375,166        308,423

OTHER LIABILITIES
Notes Payable - Due After One Year                           2,271,248      2,277,397
--------------------------------------------------------------------------------------
TOTAL LIABILITIES                                            2,646,414      2,585,820
--------------------------------------------------------------------------------------
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                                             (309,202)      (196,910)
--------------------------------------------------------------------------------------
                                                               766,618        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                                     747,409        859,701
--------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 3,393,823    $ 3,445,521
======================================================================================

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

                                       F-3
</TABLE>

<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
====================================================================================================

                                                            Additional     Retained
                                 Number         Common       Paid-In       Earnings    Stockholders'
                                of Shares       Stock        Capital      (Deficit)        Equity
----------------------------------------------------------------------------------------------------

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

Net Income for the Period               --            --            --        20,554         20,554
----------------------------------------------------------------------------------------------------

BALANCE - SEPTEMBER 30, 2001    23,720,861        23,721     1,052,099        36,236      1,112,056

Net Loss for the Period                 --            --            --      (233,146)      (233,146)
----------------------------------------------------------------------------------------------------

BALANCE - JUNE 30, 2002         23,720,861        23,721     1,052,099      (196,910)       878,910

Net Loss for the Period                 --            --            --      (112,292)      (112,292)
----------------------------------------------------------------------------------------------------

BALANCE - SEPTEMBER 30, 2002    23,720,861   $    23,721   $ 1,052,099   $  (309,202)   $   766,618
====================================================================================================

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

                                            F-4
</TABLE>

<PAGE>

<TABLE>
ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
======================================================================================

Three Months Ended September 30,                             2002             2001
--------------------------------------------------------------------------------------

<S>                                                      <C>             <C>
REVENUES, NET OF RETURNS                                 $    545,683    $    470,354

Cost of Goods Sold                                            335,640         246,452
--------------------------------------------------------------------------------------
GROSS PROFIT                                                  210,043         223,902
--------------------------------------------------------------------------------------
EXPENSES
Advertising                                                    59,250          23,224
Amortization                                                   56,002          22,446
Depreciation                                                    2,904           1,682
Interest                                                           --              88
Legal and Accounting                                            2,975          11,572
Payroll and Payroll Taxes                                     106,322          72,814
Shipping Supplies                                              10,444           6,058
Other Expenses                                                 94,452          67,832
--------------------------------------------------------------------------------------
TOTAL EXPENSES                                                332,349         205,716
--------------------------------------------------------------------------------------
OPERATING INCOME (LOSS) BEFORE OTHER INCOME
  AND (EXPENSES) AND PROVISION FOR TAXES                     (122,306)         18,186

OTHER INCOME AND (EXPENSES)
Other Income                                                    7,505           7,668
Equity in Income (Loss) of Unconsolidated Investments           3,859              --
--------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES                     (110,942)         25,854

Provision for Income Taxes                                      1,350           5,300
--------------------------------------------------------------------------------------
NET INCOME (LOSS)                                        $   (112,292)   $     20,554
======================================================================================
EARNINGS PER SHARE
======================================================================================
Weighted Average Number of Common Shares Outstanding       23,720,861      23,720,861

Net Income (Loss) Per Common Share - Basic and Diluted   $      (0.01)   $       0.00
======================================================================================

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

                                       F-5
</TABLE>

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

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

Three Months Ended September 30,                           2002         2001
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME (LOSS)                                        $(112,292)   $  20,554

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
  TO NET CASH FLOWS FROM OPERATING ACTIVITIES:
Amortization                                                56,002       22,446
Depreciation                                                 2,904        1,682

Equity in (Income) Loss of Unconsolidated Investments       (3,859)        (308)

CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable                                             --       (7,900)
Inventory                                                  (64,086)      15,037
Prepaid Expenses and Security Deposits                          --       (1,462)
Accounts Payable                                            36,738      (12,266)
Accrued Expenses and Accrued Taxes                          30,005       21,891
--------------------------------------------------------------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                   (54,588)      59,674
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Property and Equipment                       (5,771)          --
Acquisition of Intangible Assets                           (16,744)     (24,397)
--------------------------------------------------------------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                   (22,515)     (24,397)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Debt                                           (6,149)     (32,741)
Advances to Officer                                         (3,093)      (3,700)
--------------------------------------------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                    (9,242)     (36,441)
--------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents       (86,345)      (1,164)

Cash and Cash Equivalents - Beginning of Period             96,914        1,253
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                $  10,569    $      89
================================================================================

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

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

                                       F-6

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

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

NOTE A - BASIS OF PRESENTATION

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

         The accompanying unaudited interim financial statements reflect all
         adjustments of a normal and recurring nature which are, in the opinion
         of management, necessary to present fairly the financial position,
         results of operations and cash flows of the Company for the interim
         periods presented. The results of operations for these periods are not
         necessarily comparable to, or indicative of, results of any other
         interim period or for the fiscal year taken as a whole.

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

                                      F-7

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

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

NOTE B - RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

         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.

                                      F-8

<PAGE>

ONTV, INC. & SUBSIDIARIES
(A DELAWARE CORPORATION)
Rochester, New York

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

NOTE B - 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
         September 30, 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.

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

                                      F-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 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.

                                       4

<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: Flathose, Perfect pancake, Emerson Switchboard, Sewing
Genie, Vinyl Leather Repair, IGIA Pore Cleanser, IGIA Electro-Sage 8, Pest
Offense, Twist A Braid, Wrap & Snap Curling Systems, AirCore, Cell Phone
Internal Antenna, Rainbow Art, Gator Grip, Space Bag, Versa Wrench, IGIA Wonder
Forms, IGIA Therma-Spa, Marvins Magic, Nads, Tap Light, IGIA Platinum Nail, Epil
Stop & Spray, Steam Buggy, Steam Bullet, Oxiclean, Orangeglow, Shelf Master,
True Motion Lures, Vibratouch Fingertip Massager, 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, 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.

                                       5

<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.

                                       6

<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 ENDED SEPTEMBER 30, 2002 VS. THREE MONTHS ENDED SEPTEMBER 30, 2001

Revenue for the fiscal quarter ended September 30, 2002 was $545,683, an
increase of 16% over revenue of $470,354 for the quarter ending September 30,
2001. 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, and the resultant increase in sales due to
the expanded product line available from As Seen On TV, Inc.

Cost of goods sold, as a percentage of revenue, was 61.5% for the quarter ending
September 30, 2002, as compared with 52.4% for the comparable period in 2001.
The lower cost percentage in the prior period, was the result of revenue derived
from revenue sharing agreements with little direct cost associated with that
revenue. Management believes that the current percentages are in line with
expectations in the future.

                                       7

<PAGE>

Gross profit, as a percentage of revenue, was 38.5% for the quarter ending
September 30, 2002, as compared with 47.6% for the comparable period in the
prior year ending September 30, 2001. The decrease of this percentage during
the current fiscal year operating period is a result of a change in product
mix from the previous fiscal year and is not a result of any deficiency in
operations. Product mix is driven by popularity product promotions during
any operating period.

Operating expenses, as a percentage of revenue, were 61% for the current
quarter ending September 30, 2002, as compared with 43.7% for the comparable
quarter ending September 30, 2001. The increase 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.

Amortization increased $22,446 to $56,002 in the first three months of the
current 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.

Net income (loss) for the three months ended September 30, 2002 was $(112,292),
or $( 0.01) per share, as compared to $ 20,554, or $ 0.001 per share, for
the quarter ended September 30, 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 September 30, 2002 was $(116,430), a decline of $89,002 since
the beginning of the current fiscal year. Net cash used in operating activities
was $(54,588) for the current fiscal quarter, compared to net cash provided by
operating activities of $59,674 for the three month period ended September 30,
2001. The decrease in working capital and cash flow is primarily the result of
the net loss 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.

                                       8

<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

                                       9

<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.



November 14, 2002                      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:  November 14, 2002                   /s/ Daniel M. Fasano
                                           -------------------------------------
                                           Daniel M. Fasano
                                           Chief Executive and Financial Officer

                                       10
<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:  November 14, 2002                   /s/  Daniel M. Fasano
                                           -------------------------------------
                                           Daniel M. Fasano
                                           Chief Executive and Financial Officer

                                       11