UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

               For the quarterly period ended December 31, 2004 or

[ ]   Transition Report Pursuant to Section 13 or 15 (d) of the Securities
      Exchange Act of 1934

                        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)

                                     N/A
         --------------------------------------------------------------
              (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 22, 2005

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

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


<PAGE>


                            ONTV, INC. & SUBSIDIARIES
                            (A DELAWARE CORPORATION)
                               Rochester, New York
                           --------------------------
                               FINANCIAL REPORTS
                                       AT
                               DECEMBER 31, 2004
                        --------------------------------



<PAGE>

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


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


Consolidated Balance Sheets at December 31, 2004 (Unaudited) and
  June 30, 2004                                                            F-2

Consolidated Statements of Changes in Stockholders' Equity for the Six
  Months Ended December 31, 2004 and 2003 (Unaudited)                      F-3

Consolidated Statements of Operations for the Three and Six Months
  Ended December 31, 2004 and 2003 (Unaudited)                             F-4

Consolidated Statements of Cash Flows for the Six Months Ended
  December 31, 2004 and 2003 (Unaudited)                                   F-5

Notes to Consolidated Financial Statements                           F-6 - F-7



                                     F - 1


<PAGE>

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

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                                      (Unaudited)
                                                       December 31,    June 30,
                                                           2004          2004
--------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents                             $ 229,063      $  33,004
Inventory                                               211,571        236,571
--------------------------------------------------------------------------------

Total Current Assets                                    440,634        269,575

Property and Equipment - Net of Accumulated
 Depreciation                                            62,370         70,552

Other Assets
Accounts Receivable - Related Party                      37,850         37,850
Deposits                                                  6,667          6,667
Due from Officer                                         82,193         82,193
Intangible Assets - Net of Accumulated Amortization   2,364,375      2,462,531
Investments in Affiliates                               106,738        106,738
--------------------------------------------------------------------------------
Total Assets                                        $ 3,100,827    $ 3,036,106
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Expenses                 $ 330,136      $ 296,029
Accounts Payable - Related Parties                       39,300         39,300
Debt - Due Within One Year                               66,516         64,743
--------------------------------------------------------------------------------
Total Current Liabilities                               435,952        400,072

Other Liabilities
Accrued Expenses - Related Parties                      419,500        350,500
Debt - Due After One Year                             2,166,248      2,243,748
--------------------------------------------------------------------------------
Total Liabilities                                     3,021,700      2,994,320
--------------------------------------------------------------------------------

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
Preferred Stock: $.001 Par; 5,000,000 Shares
               Authorized; 20,000 and -0- Shares
               Issued and Outstanding, respectively          20             --
Additional Paid-In Capital                            1,057,079      1,052,099
Accumulated Deficit                                    (982,484)    (1,014,825)
--------------------------------------------------------------------------------
                                                         98,336         60,995
Less: Stock Held in Trust                                 1,500          1,500
     Treasury Stock - 127,500 Shares at Cost             17,709         17,709
--------------------------------------------------------------------------------
Total Stockholders' Equity                               79,127         41,786
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity          $ 3,100,827    $ 3,036,106
--------------------------------------------------------------------------------

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

                                     F - 2


<PAGE>

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<S>                                     <C>          <C>          <C>          <C>           <C>        <C>          <C>

---------------------------------------------------------------------------------------------------------------------------
                                      Common      Preferred    Additional                                          Total
                                       Stock        Stock       Paid-In    Accumulated   Stock Held   Treasury   Stockholders'
                                   ($0.001 Par)  ($0.001 Par)   Capital      Deficit      in Trust     Stock       Equity
---------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2003              $ 23,721      $     --   $ 1,052,099   $(514,774)    $(1,500)   $(17,709)   $ 541,837


Net Loss for the Period (Unaudited)        --            --            --    (260,770)         --          --     (260,770)
---------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2003            23,721            --     1,052,099    (775,544)     (1,500)    (17,709)     281,067
(Unaudited)

Net Loss for the Period (Unaudited)        --            --            --    (239,281)         --          --     (239,281)
---------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2004                23,721            --     1,052,099  (1,014,825)     (1,500)    (17,709)      41,786

Issuance of 20,000 Shares for
Payment of
  Accrued Expenses - Related Parties       --            20         4,980          --          --          --        5,000

Net Loss for the Period (Unaudited)        --            --            --      32,341          --          --       32,341
---------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2004          $ 23,721        $   20   $ 1,057,079   $(982,484)    $(1,500)   $(17,709)    $ 79,127
(Unaudited)
---------------------------------------------------------------------------------------------------------------------------

</TABLE>


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

                                                       F - 3

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<S>                                         <C>           <C>           <C>             <C>

--------------------------------------------------------------------------------------------

                                        Three Months Ended            Six Months Ended
                                           December 31,                 December 31,
                                     --------------------------  ---------------------------

                                           2004          2003          2004           2003
--------------------------------------------------------------------------------------------

Revenues, Net of Returns             $1,538,244    $1,204,045    $              $
                                                                  2,644,120      1,816,793

Cost of Goods Sold                      989,814       754,816     1,711,950      1,163,349
--------------------------------------------------------------------------------------------

Gross Profit                            548,430       449,229       932,170        653,444
--------------------------------------------------------------------------------------------

Expenses
Advertising                             110,435       112,692       181,332        199,135
Amortization                             54,423        53,960       108,781        107,114
Depreciation                              4,091         4,075         8,182          7,350
Interest                                    659            15           946             36
Legal and Accounting                     34,970        61,816        42,932         72,816
Payroll and Payroll Taxes               126,028        99,146       241,363        176,921
Other Expenses                          191,447       140,608       316,415        253,214
--------------------------------------------------------------------------------------------

Total Expenses                          522,053       472,312       899,951        816,586
--------------------------------------------------------------------------------------------

Income (Loss) Before Other Income
  and (Expenses) and Provision for       26,377       (23,083)       32,219
Taxes                                                                             (163,142)

Other Income and (Expenses)
Other Income                                103             2           122              2
Equity in Income of Unconsolidated
  Investments                                --           141            --            276
Loss from Impairment of Marketing Rights     --            --            --        (97,906)
--------------------------------------------------------------------------------------------

Income (Loss) Before Provision for       26,480       (22,940)       32,341       (260,770)
Taxes

Provision for Taxes                          --            --            --             --
--------------------------------------------------------------------------------------------

Net Income (Loss) for the Period      $  26,480     $ (22,940)     $ 32,341     $ (260,770)
--------------------------------------------------------------------------------------------

EARNINGS PER SHARE
--------------------------------------------------------------------------------------------

Weighted Average Number of Common
  Shares Outstanding - Basic and
  Diluted                            23,593,361    23,593,361    23,593,361     23,593,361

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

</TABLE>

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

                                     F - 4

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------

Six Months Ended December 31,                                2004         2003
--------------------------------------------------------------------------------

Cash Flows from Operating Activities

Net Income (Loss) for the Period                         $ 32,341    $(260,770)

Adjustments to Reconcile Net Income (Loss) for the Period
  To Net Cash Flows from Operating Activities:
Amortization                                              108,781      107,114
Depreciation                                                8,182        7,350
Equity in Income of Unconsolidated Investments
                                                               --         (276)
Issuance of Preferred Stock for Payment of
   Accrued Expenses - Related Parties                       5,000           --
Loss from Impairment of Marketing Rights                       --       97,906

Changes in Assets and Liabilities:
Inventory                                                  25,000       48,716
Accounts Payable and Accrued Expenses                      34,107       86,675
Accounts Payable - Related Parties                             --      (16,000)
Accrued Expenses - Related Parties                         69,000       68,250
--------------------------------------------------------------------------------

Net Cash Flows From Operating Activities                  282,411      138,965
--------------------------------------------------------------------------------

Cash Flows from Investing Activities
Acquisition of Property and Equipment                          --      (17,401)
Capitalized Website Development Costs                     (10,625)     (42,062)
--------------------------------------------------------------------------------

Net Cash Flows from Investing Activities                  (10,625)     (59,463)
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Advances from Line of Credit, Net                           1,773        2,854
Repayment of Debt                                         (77,500)      (7,500)
--------------------------------------------------------------------------------

Net Cash Flows from Financing Activities                  (75,727)      (4,646)
--------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                   196,059       74,856

Cash and Cash Equivalents - Beginning of Period            33,004       46,374
--------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Period               $ 229,063    $ 121,230
--------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES
--------------------------------------------------------------------------------

Interest Paid                                              $  946       $   36
Income Taxes Paid                                          $   --       $   --
--------------------------------------------------------------------------------


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

                                     F - 5


<PAGE>

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


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

Note A -          Basis of Presentation

        The condensed 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 consolidated
        financial statements should be read in conjunction with the annual
        audited consolidated financial statements and the notes thereto included
        in the Company's Form 10-KSB and other reports filed with the SEC.

        The accompanying unaudited interim consolidated 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 consolidated financial statements have
        been reclassified to conform with the current year presentation. The
        reclassifications made to the prior year have no impact on the net
        income (loss), or overall presentation of the consolidated financial
        statements.

Note B -  Debt

        In January 2000, the Company entered into an agreement with an unrelated
        entity to acquire the domain name "As Seen on TV.com". In October 2000,
        the Company renegotiated the purchase price to $2,800,000 in exchange
        for 2,500,000 shares of ONTV, Inc. common stock. The 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 note. Should the Company default on the note, the
        domain name could revert back to the seller, and the Company would
        forfeit all stock and cash paid to date. The balance of the note,
        included in debt in the accompanying consolidated financial statements,
        at December 31, 2004 (unaudited) and June 30, 2004 was $2,226,248 and
        $2,303,748, respectively. As of December 31, 2004, the Company was
        delinquent in making their required monthly payments and was in
        negotiations with the note holder to restructure the terms of the
        outstanding balance on the note payable. In January 2005, the Company
        and the note holder reached an agreement to settle the outstanding
        balance in full for a final payment of $237,500, of which $75,000 had
        been paid during the period ended December 31, 2004.

                                                                   - continued -



                                     F - 6

<PAGE>


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


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

Note B -  Debt - continued

               In June 2000, ONTV, Inc. entered into a loan agreement with an
        unrelated entity in the amount of $250,000. This note is for working
        capital and is secured by a promissory note and 1,500,000 shares of
        common stock. These shares are issued and are being held in trust by the
        Company at December 31, 2004 (unaudited) and June 30, 2004. All rights
        associated with these shares remain with ONTV, Inc. The note was due in
        full on May 16, 2002 together with accrued interest. The note was in
        default at June 30, 2002 and remains in default at December 31, 2004.
        Concurrent with the sale of the Company's equity interest in its former
        subsidiary Net e-Vantage, Inc. on May 16, 2001, this note became the
        obligation of Net e-Vantage, Inc. ONTV, Inc. maintains the 1,500,000
        shares of ONTV, Inc. common stock as collateral in trust, worth
        approximately $60,000 on December 31, 2004. The lender and Net
        e-Vantage, Inc. are currently renegotiating new payment terms.

Note C -     Related Party Transactions

        In October 2004, the Company issued 20,000 shares of Preferred Stock to
        the Company's President, valued at $5,000, as partial payment on the
        unpaid accrued salary owed to him. Each share of Preferred Stock carries
        a voting right of 1,000 to 1.













<PAGE>

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

This Quarterly Report on Form 10-QSB contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of ONTV, Inc. Such statements are only predictions and the actual
events or results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below as well as those discussed in other
filings made by ONTV, Inc. with the Securities and Exchange Commission,
including ONTV's Annual Report included in its annual filing on Form 10-KSB.

RESULTS OF OPERATIONS

Three months ended December 31, 2004 compared with three months ended December
31, 2003.

Revenue for the fiscal quarter ended December 31, 2004 was $1,538,244 an
increase of 27.8% over revenue of $1,204,045 for the quarter ended December 31,
2003. This improvement is primarily the resultant increase in sales due to the
expanded product line available for sale.

Cost of goods sold, as a percentage of revenue, was 64% for the quarter ended
December 31, 2004, as compared with 63% for the comparable period in 2003.
Management believes that the current percentages are in line with expectations
in the future.

Operating expenses, as a percentage of revenue, were 33.9% for the current
quarter ended December 31, 2004, as compared with 39.2% for the comparable
quarter ended December 31, 2003. The improvement of this percentage during the
current operating period results is primarily the result of realized economies
of scale generated from the absorption of expenses against increased revenues.

Six months ended December 31, 2004 compared with six months ended December 31,
2003.

Revenue for the six months ended December 31, 2004 was $2,644,120 an increase of
45.5% over revenue of $1,816,793 for the six months ended December 31, 2003.
This improvement is primarily the resultant increase in sales due to the
expanded product line available for sale.

Cost of goods sold, as a percentage of revenue, was 65% for the six months ended
December 31, 2004, as compared with 64% for the comparable period in 2003.
Management believes that the current percentages are in line with expectations
in the future.

Operating expenses, as a percentage of revenue, were 34.0% for the six months
ended December 31, 2004, as compared with 44.9% for the comparable quarter ended
December 31, 2003. The improvement of this percentage during the current
operating period results is primarily the result of realized economies of scale
generated from the absorption of expenses against increased revenues.




<PAGE>


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. Management therefore believes that any increase in costs to the Company
can be immediately passed on to the customer. Although inflation could have an
impact on the volume of sales, the Company could combat this by adjusting
product mix, or by the change of product offered for sale.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at December 31, 2004 was $4,682, an increase of $135,179 since
the beginning of the current fiscal year. The increase in working capital was
primarily due to an increase in revenue. Net cash provided from operating
activities to $282,411 for the six months ended December 31, 2004, compared to
net cash provided of $138,965 for the six months ended December 31, 2003. This
increase resulted from the previously described increase in revenue.

In January 2000 the Company purchased, at a total cost of $5,000,000, the domain
name, AsSeenOnTV.com. Consideration for the acquisition included a cash payment
of $25,000 and a non-interest-bearing promissory note of $4,975,000. On October
13, 2000, the purchase contract was renegotiated, with the purchase price
decreased to $2,800,000, and the resultant note payable decreased to a balance
of $2,455,000. The renegotiated note required monthly payments of a minimum of
$5,000, or 5% of monthly gross sales, until October 2005, at which time, the
Company had 45 days to pay the remaining balance in full. The domain name was
the only collateral for the renegotiated note. If the Company defaulted 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. As of December 31, 2004,
the Company was delinquent in its required monthly payments and was in
negotiations with the note holder to restructure the terms of the outstanding
balance on the note. In January 2005, the Company and the note holder reached an
agreement to settle the outstanding balance in full for a final payment of
$237,500, of which $75,000 was paid during the period ended December 31, 2004
and the remainder of which was paid in January 2005.

Traditionally, in the electronic retailing business, retailers may expect to see
a significant increase in sales during the last several weeks of a calendar
year, caused by holiday shopping.

Management believes that income generated from operations may 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 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.

ITEM 3.  CONTROLS AND PROCEDURES.

Based on the evaluation of the Company's disclosure controls and procedures by
Daniel Fasano, the Company's Chief Executive and Financial Officer, as of a date
within 90 days of the filing date of this report, such officer has concluded
that the Company's disclosure controls and procedures are effective in ensuring

<PAGE>

that information required to be disclosed by the Company in the reports that it
files or submits under the Securities and Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported, within the time period specified
by the Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, and as a result, no corrective actions with regard to
significant deficiencies and material weaknesses were required.





<PAGE>


                                    PART III


ITEM 6. EXHIBITS AND REPORTS ON FORM 8 K

 (a)    Exhibits

    Number     Title

      31       Rule 13a-14(a) Certifications

      32       Section 1350 Certifications

 (b) Reports on Form 8-K

         During the six months ended December 31, 2004 the Company did not file
         any reports on Form 8-K.









<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 22, 2005                       /s/ Daniel M. Fasano
                                        ----------------------------------------
                                        Daniel M. Fasano
                                        Chief Executive and Financial Officer