FORM 10-KSB

               U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, DC  20549

          Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
`
                For the fiscal year ended December 31, 2005

                      Commission File Number:  0-17170

                              TELVUE CORPORATION

      (Exact name of small business issuer as specified in its charter)

         Delaware                                       51-0299879
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

     16000 Horizon Way, Suite 500
       Mount Laurel, New Jersey                            08054
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code:  856-273-8888
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

      Title of Each Class

      Common, $0.01 per share par value

Check whether the Issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. ____

Indicate by check mark whether the Issuer (1) has filed all reports
Required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Issuer was required to file such reports) and (2) has been subject to such
Filing requirements for the past 90 days.  Yes  X
                                               ----
Indicate by check mark whether the registrant is an accelerated filer (As
defined in Rule 12b-2 of the Exchange Act.  Yes     No  X
                                               ----   ----
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes      No   X
                                                 ----    ----

The Issuer's revenue for the fiscal year ended December 31, 2005 was
$2,244,743


The Aggregate Market Value of voting and non-voting common equity held by
non-affiliates of the Issuer as of March 3, 2006, based on a per share
average bid and asked price of $.03 was $284,673.

Number of shares of Issuer's common stock outstanding as of March 3, 2006:
48,336,407 shares.

Transitional Small Business Disclosure Format:  Yes       No   X
                                                     ----    ----


                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement for its 2006 Annual
Meeting of Shareholders, which definitive Proxy Statement will be filed
with the Securities and Exchange Commission not later than 120 days after
the Registrant's year end at December 31, 2005, are incorporated by
reference into Part III of this Form 10-KSB.


<PAGE>

					PART I
ITEM 1.     BUSINESS

GENERAL

	TelVue Corporation, a Delaware corporation ("TelVue"), was
incorporated on November 26, 1986.  Until December 30, 1988, TelVue was a
wholly owned subsidiary of Science Dynamics Corporation ("Science"). On
that date, TelVue's shares of common stock were distributed to Science's
shareholders of record as of December 30, 1988, on the basis of three
shares of TelVue's common stock for each share of Science's common stock
then outstanding.

	TelVue operates two business segments.  One segment is a marketing
and service company which sells automatic number identification ("ANI")
telecommunications services to the cable television industry for the
automated ordering of pay-per-view features and events (the "ANI service").
The other segment is a system for displaying a fully automated TV station-
like display on a cable system access channel using computer based digital
technology (the "TVTN service").  TelVue previously had a business segment
that operated under the name, Source Communications Group ("Source"), and
functioned as a communications solution provider and network integrator
serving clients mainly in the Mid-Atlantic States.  In the second quarter
of 2004, TelVue made a decision to discontinue the Source segment
operations.

	The ANI service permits cable television companies to process special
ordering services without the attendant high-manpower requirements or
extensive physical plant and facilities that are otherwise required.  ANI
systems provide an electronic means of recording a subscriber's telephone
number together with information as to what program or service was ordered
and by whom, permitting cable television companies to then unscramble
appropriate signals for viewing by the ordering subscriber, all without any
interactive cable system and without any form of operator intervention.  At
the time of dialing the order, the recognition of the subscriber's
telephone number is automatically recorded by TelVue's ANI unit, presenting
the subscriber with both a confirmation and acknowledgment of receipt of
his order.  In turn, the automatically recorded information regarding
placement of an order is utilized by cable television companies for
purposes of billing for such specialized services.

	The ANI service segment is principally a service-oriented business,
and does not engage in the manufacture of equipment required to provide its
services. The equipment used is owned and installed by TelVue. The
equipment is located at TelVue's home office in Mt. Laurel, New Jersey.
The equipment provides enhanced service features, such as, "Custom
Greeting" which identifies the cable operator by name, "Title Speak" which
speaks the movie or event title, start-time and channel appearance on
accepted orders, and "Call Redirect" which automatically redirects
unaccepted order calls to the cable operator's customer service
representative for assistance.  TelVue believes that these enhanced service
features are necessary for it to remain competitive within the pay-per-view
ANI industry.  The equipment also speaks promotional messages for products
and services at the time a cable subscriber is placing an order for a pay-
per-view movie or event (the "PPV+ service").  During 2005, no additional
equipment purchases or software modifications were required to provide the
ANI service.  TelVue serves cable television systems across the United
States via trunk lines and data circuits that it currently leases from MCI.
TelVue believes it receives a favorable trunk usage rate from MCI.

	As of December 31, 2005, TelVue had contracts to provide service to
265 cable television systems, serving approximately 5.1 million full-time
subscribers and approximately 1.1 million part-time subscribers compared to
approximately 17.3 million full-time and 1.2 million part-time cable
subscribers served as of December 31, 2004.  Part-time subscribers are
subscribers who only use TelVue's ANI service for major special events,
such as boxing, wrestling and concerts.  TelVue believes there is a loss of
focus by cable operators on the pay-per-view product line, primarily
because of the amount of time cable operators are spending on promoting new
product lines such as digital service and high-speed Internet access.  In
addition, cable operators are moving their subscriber base onto two-way
digital ordering.  As a result of this shift in the cable operators'
business, TelVue is experiencing a decline in the number of subscribers it
serves and expects a continued erosion of its subscriber base (see Item 6,
Management's Discussion and Analysis or Plan of Operation, of this Report).

	TelVue's contracts with cable television system operators cover the
provision of ANI order entry services at a specified rate per subscriber
order.  Cable television systems are charged, in addition to their per
order fee, installation and setup fees, monthly data circuit fees, enhanced
feature fees and PPV+ service promotion fees.  Monthly charges are due and
payable to TelVue within twenty days after the end of each month.
Generally, the contracts carry an initial term of three years with
automatic renewal unless a party gives notice of non-renewal prior to the
renewal date, and may be terminated at will upon ninety days prior notice.
Each contract is also terminable upon default by a party.  In addition, the
contract is also assignable upon the sale or transfer of the business or
assets of the cable operator.

	In 2003, TelVue developed a new product and service called TVTN and
has applied for two patents related to the product.  TVTN is a system for
displaying a fully automated TV station-like display on a cable system
access channel using computer based digital technology. TVTN displays the
programming as graphics, text, imbedded music, and pictures with voice
narration and can run full motion video clips.  TelVue is currently
marketing TVTN to municipal governments and school districts as a means of
providing richer and more robust TV programming for their local Cable TV
Public, Education and Government Local Access Channels ("PEG Channels").
Currently, most municipalities use a simple TV display made up of only text
messages with background music. TelVue offers two different billing
programs.  Under the first billing program TelVue directly charges the
municipalities monthly support fees along with a one-time installation and
programming fee.  Under the second billing program, TelVue offers a
sponsorship program that finds regional and local businesses as sponsors or
underwriters for TVTN clients to help defray TVTN charges.  In return, the
TVTN client places an acknowledgement of the sponsor's support on its town
or school's access channel.

	The TVTN service segment is principally a service-oriented business,
and does not engage in the manufacture of equipment required to provide its
services. The equipment and software used is owned and installed by TelVue
and is located at the customer's facility.  During 2005, equipment
purchases and software modifications of approximately $414,000 were made
for the TVTN service.

	As of December 31, 2005, TelVue had contracts to provide TVTN service
to 43 towns, schools, and retirement communities and 31 contracts from
sponsors to fund some of the channels on these towns, schools, and
retirement communities.  The town/school/retirement community contracts
generally carry a term of three years and can be cancelled with 90 days
written notice.  The monthly charges to maintain a channel are billed one
quarter in advance and payment is due within 20 days of the billing date.
The sponsor contracts are generally for periods of six to twelve months
with automatic renewals.  Charges to the sponsors of the channels are
billed one month in advance and payment is due within 20 days of the
billing date.

	The Source segment was acquired on March 9, 2001 for $1.3 million
pursuant to TelVue's acquisition of the assets of J.D. Kraengel and
Associates, Inc. f/k/a Dacon Corporation d/b/a Source Communications Group,
a Delaware corporation located in Mullica Hill, NJ.  The Source segment
sold and installed computer related equipment, network systems, software,
and data communications equipment.  In the second quarter of 2004, TelVue
made a decision to discontinue the Source segment operations.  The decision
to discontinue was a result of the ongoing losses produced by the segment
and the amount of time and resources required to run the segment.  TelVue
made an effort to sell a portion of the Source segment but was not
successful.  As of December 31, 2004, all Source operations ceased.  TelVue
has redirected its time and resources to growing the TVTN business, which
it believes will be more profitable.

	For information regarding TelVue's revenue, operations and assets,
please refer to TelVue's financial statements included at Item 7 of this
Report and Management's Discussion and Analysis or Plan of Operation
included at Item 6 of this Report.

LICENSES

	On July 8, 2003, TelVue filed for a patent for its TVTN service.  The
TVTN service provides the operators of Cable TV Government Access Channels,
typically schools, towns, and retirement communities, with the ability to
generate a computerized TV signal on those channels.  The TVTN signal is
comprised of pictures, headlines, voice-over narration, full motion video
clips and graphics.  The pending patent includes the WEBUS system.  The
WEBUS system is a proprietary system that allows TVTN customers to
independently post messages on their TV channel remotely and
instantaneously.  On July 27, 2005, TelVue filed for a second patent for
its TVTN service which encompasses three additional claims.  The claims
consist of (i) WEBLINX, a process that allows the TVTN content to appear on
an affiliated website; (ii) a system for installation of a text-to-speech
conversion that converts text screens to speech for use on the radio; and
(iii) a mass emergency broadcast system which allows one WEBUS user to
broadcast an emergency message to one or more TVTN affiliates
simultaneously.

	TelVue has developed and has in service a system that allows
subscribers to order pay-per-view movies and events from their provider
using the Internet.  TelVue holds United States Patent No. 6,286,139,
issued September 4, 2001, related to this system.

	TelVue previously purchased Switched-access Audio Response Units
("SARUs") and one communication subsystem ("HP") from Atlas Telecom
(formerly Syntellect).  TelVue possesses a perpetual, no charge license for
the pay-per-view application software residing on the SARUs it currently
owns and for any future SARUs purchased. TelVue did not purchase any SARUs
from Atlas Telecom during 2005. There is no affiliation between TelVue and
Atlas Telecom other than a customer and supplier relationship.

	TelVue pays Telco Solutions, Inc. a monthly licensing fee for an
exclusive license within the United States for the use of pay-per-view
application software, which resides on two (2) communication subsystems
("HPs") that TelVue owns.  TelVue purchases Link On equipment ("LINK ONs")
from Telco Solutions, Inc.  The LINK ONs are used to expand call capacity
to accommodate new customers.  The LINK ONs work in conjunction with the
SARUs.  TelVue had purchased LINK ONs in place of SARUs because the LINK
ONs are more cost effective.  TelVue pays Telco Solutions, Inc. a monthly
licensing fee for an exclusive license within the United States for the use
of pay-per-view application software residing on the LINK ONs.  TelVue did
not purchase any LINK ONs during 2005.

	TelVue also uses equipment purchased from Science.  Science holds
United States Patent No. 4,797,913 (issued January 10, 1989), encompassing
ANI ordering equipment and services employing the use of Feature Group D
services (the "Science Patent").  TelVue holds a perpetual, no charge and
nonexclusive license to use the Science Patent.

MARKETING OF SERVICES

	Sales of TelVue's ANI service to date have been made to operating
cable television companies with a broad geographical distribution.
Relations with all customers are good.  Unfortunately, many cable operators
are moving their subscribers onto digital two-way ordering and, as a
result, the number of subscribers TelVue serves is declining and it is
unable to attract many new cable customers to its ANI service.  TelVue's
ANI service is not seasonal in any material respect. Ordering problems
common to all providers of pay-per-view services include the geographically
dispersed points of sale, the high concentration of orders around the start
time of a pay-per-view event and the need to make the ordering mechanism
sufficiently easy to accommodate the impulsive purchasing patterns of
ordering subscribers. TelVue believes its services resolve these
pay-per-view ordering problems.  As of December 31, 2005, there were two
Multi System Operators ("MSOs") that individually comprised more than 10%
of TelVue's ANI service revenues.  Percentages of service revenue may vary
as cable operators continue to consolidate their systems with other cable
operators, as cable operators leave the ANI service and as the TVTN service
grows.

	The TVTN service is marketed using direct mail and telemarketing to
municipal and school officials while attending various League of
Municipality and school Conferences to demonstrate the service. Trade shows
are also used as a major marketing tool for the TVTN service.  In addition,
TelVue utilizes website, internet meeting rooms, and demonstration DVDs and
CDs to sell the TVTN service.

COMPETITION

	TelVue uses telephone company grade, feature-laden equipment for its
automated pay-per-view order processing service.  TelVue has a reputation
for offering customer friendly features and excellent customer service. In
addition, TelVue offers 24-hour customer service and reliability with near
zero down time, particularly under heavy load during major special events.
TelVue's excellent customer service reputation has allowed it to continue
its preeminent position as a leading ANI pay-per-view service provider,
even though continued digital service rollout by cable operators has begun
to erode its subscriber base.  TelVue is unaware of any direct competitors
to its ANI service.  TelVue is aware, however, that some TelVue customers
have elected to process their own orders by constructing their own ANI
ordering processing platform.

	TVTN currently has competition from software and hardware suppliers
to municipalities that operate Municipal/Educational cable access channels.
However, at this time, none of those competitors offer the monthly
programming and service level or the sponsorship funding model that TVTN
offers.

EMPLOYEES

	At December 31, 2005, TelVue had twenty-three full-time employees and
one part-time employee.  Additional personnel may be added as circumstances
require.

BACKLOG

	TelVue's ANI service revenues are computed and assessed on the basis
of a fixed charge for every order placed with a subscribing customer for
specialized cable programming services or for other services transmitted
through its equipment.  The TVTN service revenues are computed and assessed
a fixed monthly support and initial installation fee. As a result, no form
of backlog exists, other than that which is represented by accumulated
service charge income, which has yet to be paid to TelVue.

RESEARCH AND DEVELOPMENT

	TelVue is principally a sales and marketing company.  Therefore,
TelVue does not anticipate it will perform any significant or material
research and development in the future.

ITEM 2.     PROPERTIES

	TelVue leases approximately 8,700 square feet of office space in the
Mt. Laurel, New Jersey, Horizon Way Corporate Center.  The lease expires
May 31, 2006. The office space is used to house the equipment used to
provide the ANI service and the TVTN service as well as the executive,
sales, secretarial and technical support personnel.  TelVue intends to
renew its lease in May 2006.

ITEM 3.     LEGAL PROCEEDINGS

	TelVue is not involved in any material legal proceedings.

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

	No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through solicitation
of proxies or otherwise.

					PART II

ITEM 5.     MARKET FOR THE ISSUER'S COMMON STOCK AND RELATED
            SECURITY HOLDER MATTERS

	The Issuer's common stock is traded in the Over-the-Counter Market.
Over-the-Counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions.  The range of high and low bid prices for TelVue's common
stock for the two most recent fiscal years, as reported by The NASDAQ Stock
Market, Inc. is as follows:

      QUARTER 2005                          HIGH                    LOW

        First                               $.042                  $.02

        Second                              $.032                  $.018

        Third                               $.062                  $.015

        Fourth                              $.03                   $.018


      QUARTER 2004

        First                               $.12                   $.031

        Second                              $.055                  $.02

        Third                               $.055                  $.012

        Fourth                              $.04                   $.018

	As of March 3, 2006, there were 322 holders of record of the common
stock of TelVue.

	TelVue has paid no cash dividends since its incorporation.  TelVue
intends to retain any future earnings for use in its business and has no
present intention to pay cash dividends on its common stock in the
foreseeable future.  Holders of the common stock are entitled to share
ratably in dividends when and as declared by the Board of Directors out of
funds legally available therefore.

	Shares of common stock which have had the same beneficial owner for a
continuous period in excess of two years prior to the record date of any
meeting of stockholders, are entitled to 10 votes per share in any matters
submitted for vote, at a meeting of stockholders.  All other stockholders
have one vote per share unless this limitation is waived by the Board of
Directors.  As of March 3, 2006, 18,113,916 shares of TelVue's common stock
were entitled to 10 votes per share.  The remaining 30,222,491 shares of
common stock were entitled to one vote per share.  Mr. Lenfest owns
38,016,586 shares of common stock, 14,557,453 of which are entitled to ten
votes per share and 23,459,133 are entitled to one vote per share.

				EQUITY COMPENSATION PLAN INFORMATION

                     NUMBER OF
                  SECURITIES TO BE    WEIGHTED-AVERAGE       NUMBER OF
                     ISSUED UPON     EXERCISE PRICE OF      SECURITIES
                     EXCERISE OF        OUTSTANDING          REMAINING
                      OUTSTANDING     OPTIONS, WARRANTS     AVAILABLE FOR
                  OPTIONS, WARRANTS      AND RIGHTS        FUTURE ISSUANCE
PLAN CATEGORY       AND RIGHTS       COMPENSATION PLANS      UNDER EQUITY
-------------     -----------------  ------------------    ---------------
   Equity
compensation plans
  approved by
security holders        1,866,667              $.045            7,561,250

  Equity
compensation plans
  not approved by
security holders (a)      200,000 (b)           .03 (b)              (b)
                        ---------              -----            ---------
Total                   2,066,667              $.045            7,561,250
                        =========              =====            =========

(a) In December 1997, TelVue adopted a director compensation plan. Under
this plan, each non-employee director, other than the majority stockholder,
is compensated $500 for each meeting attended by receiving shares of common
stock issued at the higher of per share fair market value of the common
stock as of the board of directors meeting date or $.05 per share.

(b) In September 2005, TelVue issued 200,000 stock options to certain
consultants of its TVTN service.


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW OF COMPANY:

	TelVue operates two business segments.  One segment is a marketing
and service company which sells automatic number identification ("ANI")
telecommunications services to the cable television industry for the
automated ordering of pay-per-view features and events (the "ANI service").
The other segment is a system for displaying a fully automated TV station-
like display on a cable system access channel using computer based digital
technology (the "TVTN service").  TelVue had previously operated a business
segment under the name, Source Communications Group ("Source"), which
functioned as a communications solution provider and network integrator
serving clients mainly in the Mid-Atlantic States.  In the second quarter
of 2004, TelVue made a decision to discontinue the Source segment
operations.

	The ANI service permits cable television companies to process special
ordering services without the attendant high-manpower requirements or
extensive physical plant and facilities that are otherwise required.
TelVue serves cable television systems across the United States via trunk
lines and data circuits that it currently leases from MCI. TelVue believes
it receives a favorable trunk usage rate from MCI.

	The TVTN service is a system for displaying a fully automated TV
station-like display on a cable system access channel using computer based
digital technology. TVTN displays the programming as graphics, text,
imbedded music, and pictures with voice narration and can run full motion
video clips.  TelVue has applied for two patents for the TVTN product.

	Source was acquired on March 9, 2001 for $1.3 million pursuant to
TelVue's acquisition of the assets of J.D. Kraengel and Associates, Inc.
f/k/a Dacon Corporation d/b/a Source Communications Group, a Delaware
corporation located in Mullica Hill, NJ.  The Source segment sold and
installed computer related equipment, network systems, software, and data
communications equipment.  In the second quarter of 2004, TelVue made a
decision to discontinue the Source segment operations.  The decision to
discontinue the Source segment was made as a result of the ongoing losses
produced by the segment and the amount of time and resources required to
run the segment.  TelVue made an effort to sell a portion of the Source
segment but was not successful.  As of December 31, 2004, all Source
operations ceased.  TelVue has redirected its time and resources to growing
the TVTN business.

RESULTS OF OPERATIONS:

	The following discussion deals, at some length, with the decrease in
operating income for the year ended December 31, 2005 compared to the year
ended December 31, 2004, and the reasons for the decrease. TelVue further
discusses the continuing erosion in buy rates and the significant loss of a
large portion of its subscriber base for the ANI Service.  This was caused
by cable operator's aggressive movement to digital services which limits
the number of analog pay-per-view channels available for content and allows
the cable operator's customers to order digital pay-per-view or video on
demand via the set top box.  In addition, during 2005 a large satellite
customer cancelled its ANI service.  TelVue also discusses the marketing of
its new TVTN service and the discontinuance of the operations of the Source
segment.

	The ANI segment had operating income of $517,883 for the year ended
December 31, 2005 compared to $436,478 for the year ended December 31,
2004. This increase in operating income of $81,405 was mainly as a result
of allocating more overhead and payroll expenses, approximately 80%, to the
TVTN segment after July 1, 2005.  This new allocation was implemented
because the TelVue labor force was spending the majority of its time
working on TVTN segment related work.  In addition, during the year ended
December 31, 2004, TelVue recorded accrued payroll of $100,000 related to
the December 31, 2004 retirement its President and CEO.  No such expense
was incurred or recorded during the year ended December 31, 2005, thereby
causing a greater increase in operating income. There was a decrease in ANI
service revenue of $1,139,996 for the year ended December 31, 2005.  As
expected, pay-per-view buy revenue decreased $315,190 for the year ended
December 31, 2005, and feature and data link revenue decreased $772,051 for
the year ended December 31, 2005.  These decreases were partially due to
Adelphia Communications ("Adelphia") canceling TelVue's ANI service on July
1, 2004, because they began processing their ANI orders internally.  TelVue
served 1.5 million Adelphia subscribers, and Adelphia contributed
approximately 25% or $1.1 million annually, to TelVue's ANI service
revenue. The Adelphia cancellation on July 1, 2004 accounts for a decrease
of $532,833 in service revenue for the year ended December 31, 2005.  In
addition to the Adelphia cancellation on July 1, 2004, TelVue also
experienced a reduction in the number of subscribers served during the year
ended December 31, 2005 (as discussed below).  The decrease in pay-per-view
buy revenue was also due in part to a continuing reduction in the average
annual buy rate from 4.0% for the year ended December 31, 2004 to 2.5% for
the year ended December 31, 2005.  TelVue believes there is a loss of focus
by cable operators on the pay-per-view product line, primarily because of
the amount of time cable operators are spending on promoting new product
lines such as digital service and high-speed Internet access.

	As of December 31, 2005, TelVue was serving approximately 5.1 million
full-time cable subscribers compared to approximately 17.3 million full-
time cable and satellite subscribers served as of December 31, 2004.
During September 2005, Dish Network performed the final transition of its
movie traffic onto its internal network.  Therefore, as of December 31,
2005, TelVue is no longer serving the 11.2 million Dish Network satellite
subscribers.  Dish Network had informed TelVue in 2003 of its plans to
process its ANI orders internally and had been slowly transitioning its ANI
ordering onto its internal network. Dish Network contributed approximately
$260,000 in annual sales.  TelVue will realize a savings in ANI services
cost of revenues of approximately $60,000 annually.  TelVue continues to
provide speech recording services to Dish Network which generates
approximately $60,000 to $90,000 in annual revenue.  In addition, during
the year ended December 31, 2005, approximately 1.8 million cable
subscribers cancelled the ANI service and only 16,000 new cable subscribers
were added to the ANI service.  The cable operators cancelled the ANI
service primarily as a result of moving their subscribers onto two-way
digital service which allows the cable operator to process ordering of pay-
per-view movies and events directly from its customers without using
TelVue's ANI service.  Management believes the long-term effects of
deployment of digital two-way service will continue to negatively impact
the TelVue ANI service.  As a result of the cable and satellite subscriber
cancellations noted above, TelVue expects to continue to experience a
decrease in revenue and net income for its ANI segment.

	ANI cost of revenues decreased $497,078 for the year ended December
31, 2005, when compared to the same period of 2004.  This decrease was
partially due to a reduction in trunk and data link expenses of $284,031
for the year ended December 31, 2005, as a result of serving fewer
subscribers.  There was also a reduction in technical payroll and payroll
taxes and benefits of $140,361 for the year ended December 31, 2005, as a
result of allocating more of the technician's payroll and benefits to the
TVTN segment.  Selling expenses related to the ANI service decreased
$315,115 for the year ended December 31, 2005, mainly as a result of moving
marketing and sales personnel to the TVTN segment as well as allocating the
January 1, 2005 appointed President and CEO's payroll and expenses to
general and administrative expenses.  ANI segment general and
administrative expenses decreased $386,263 for the year ended December 31,
2005, partially as a result of allocating rent, overhead expenses, and
payroll to the TVTN segment during the period July 1, 2005 through December
31, 2005.  In addition, included in the general and administrative expenses
for the year ended December 31, 2004 is accrued payroll of $100,000 related
to the December 31, 2004 retirement of TelVue's President and CEO.  No such
expense was incurred or recorded in the year ended December 31, 2005.

	The TVTN service had an operating loss of $1,740,262 for the year
ended December 31, 2005, compared to an operating loss of $297,010 for the
year ended December 31, 2004. TVTN service revenue was $140,802 for the
year ended December 31, 2005, compared to $42,000 for the year ended
December 31, 2004.  Cost of revenues for the TVTN service increased
$278,109 for the year ended December 31, 2005, mainly as a result of
payroll for additional production and design personnel.  Selling expenses
related to the TVTN service increased $717,607 for the year ended December
31, 2005, when compared to the same period of 2004.  The increase is
predominately a result of additional sales personnel hired to aggressively
market and sell the TVTN service as well as travel expenses related to
sales.  As with many start-up ventures, management anticipates that
expenses will continue to grow as the operations and marketing efforts
increase.  To help speed TVTN penetration, shorten the sale cycle, and
assist clients in finding funding for the TVTN service, TelVue began
offering in January 2005 a sponsorship program that finds regional and
local businesses as sponsors or underwriters for TVTN clients to help
defray TVTN charges.  In return, the TVTN client places an acknowledgement
of the sponsor's support on its town or school's access channel. Many towns
have adopted this method of funding the cost of the TVTN service.  As of
December 31, 2005, TVTN had contracts to provide TVTN service to 43
towns/schools/retirement communities and 31 contracts from sponsors to fund
the town's channel.   TelVue is marketing the TVTN service nationally with
a primary focus in New Jersey, Pennsylvania and Delaware.  TelVue has sold
the service to one customer in California and one in Virginia; the
remainder are in the New Jersey, Pennsylvania and Delaware areas.  TVTN
general and administrative expenses increased $467,535 for the year ended
December 31, 2005.  This is primarily a result of allocating a larger
portion, approximately 80%, of rent and other operational expenses to the
TVTN segment beginning July 1, 2005.  Included in the TVTN expenses for the
year ended December 31, 2004, was a consulting fee of $50,000 paid to The
Heller Group, a firm who was engaged to develop a business strategy for the
TVTN product and service (see Note 13 of TelVue's accompanying financial
statements).  No such expense was incurred during the year ended December
31, 2005.

	There was a loss from discontinued operations before income tax
benefit from the Source segment of $5,173 and $438,536 for the years ended
December 31, 2005 and 2004, respectively.  Included in the net loss for the
year ended December 31, 2004, was a goodwill impairment charge of $350,000
(see Note 5 to TelVue's accompanying financial statements).  There was a
provision for income tax benefit related to the Source discontinued segment
of $0 and $214,139 for the year ended December 31, 2005 and 2004,
respectively.

	TelVue had a net loss of $1,273,237 and $810,329 for the year ended
December 31, 2005 and 2004, respectively.  At December 31, 2005 and 2004,
TelVue recorded valuation allowances of $1,203,644 and $660,531
respectively, to reduce its deferred tax asset to zero.  The valuation
allowances were recorded due to the uncertainty as to whether future net
income would be generated that would utilize TelVue's net operating loss
carry forward.  TelVue's federal net operating loss carry forward was
approximately $2,900,000 on a tax-reporting basis as of December 31, 2005
(see Note 11 of TelVue's accompanying financial statements).

	During the year ended December 31, 2005, TelVue purchased $492,929 of
equipment compared to $191,548 purchased during the year ended December 31,
2004.  The majority of the equipment purchased during the year ended
December 31, 2005 and 2004, was for custom programming and equipment
related to the TVTN service.  Depreciation and amortization expense
increased $55,856 for the year ended December 31, 2005, as a result of the
purchases. Depreciation and amortization accounted for 7% and 6% of total
operating expenses for the year ended December 31, 2005 and 2004,
respectively.

	As of December 31, 2005, TelVue maintained a bad debt reserve in the
amount of $80,875.  The majority of the reserve, $78,605, represents 50% of
the outstanding balance due from Adelphia as a result of the bankruptcy
filing date on June 25, 2002.  It is unknown when TelVue will receive
payment on these invoices or what portion of the invoices will be paid.
TelVue's days for sales in average accounts receivable, not including the
outstanding Adelphia balances, was 51 days at December 31, 2005, compared
to 64 days at December 31, 2004.  TelVue does not offer incentives or
discounts to its customers, nor has it changed its credit terms with its
customers.  TelVue had negative cash flow from operating activities of
$783,677 for the year ended December 31, 2005, compared to positive cash
flow of $575,324 for the year ended December 31 2004.  The decrease in cash
flow over 2004 was primarily due to a reduction in ANI Service revenue and
an increase in TVTN expenses (as described above).

LIQUIDITY AND CAPITAL RESOURCES:

	Since November 2, 1989, TelVue has funded its expansion and operating
deficit from the proceeds of the sale of shares of TelVue's common stock
and Preferred Stock to Mr. H.F. Lenfest, TelVue's majority stockholder
("Mr. Lenfest") and from loans from Mr. Lenfest. From November 1989 to
February 1996, TelVue borrowed an aggregate of $6,128,712 from Mr. Lenfest.
These loans and accrued interest were repaid in their entirety during 2003.
On March 5, 2001, TelVue borrowed $650,000 from Mr. Lenfest to fund a
portion of the Source acquisition, at an interest rate of prime plus one
percent (1%) compounded and due on or before January 1, 2004.  This loan
was repaid in its entirety in 2001.

	In addition to the borrowings noted above, during January 1995, Mr.
Lenfest purchased, from Science Dynamics Corporation ("Science"), TelVue's
non-interest bearing note in the amount of $541,000 (the "Science Note").
The Science Note was originally issued by TelVue to Science and was payable
December 31, 1996.  The maturity date of the Science Note had been extended
by TelVue and Mr. Lenfest on a yearly basis.  On June 16, 2005, the
independent members of the Board of Directors of TelVue and Mr. Lenfest,
extended the maturity date of the non-interest bearing Science Note in the
principal amount of $541,000 to January 1, 2011(see TelVue's Forms 8-K and
8-K/A dated June 16, 2005 filed with the SEC).

	On March 9, 2001, with the acquisition of the assets of Source for
$1.3 million, TelVue paid $1,000,000 in cash and $300,000 pursuant to a
promissory note (the "Source Note").  The Source Note had a term of three
years. Interest only was payable monthly during year one at the rate of 8%
per annum. Beginning in year two, both principal and interest were payable
monthly at the rate of 5.06% per annum.  During the first quarter of 2004,
TelVue paid the remaining balance on the Source Note in its entirety.

	On April 27, 2005, TelVue entered into a Line of Credit Note (the
"Note") with Mr. Lenfest.  The Note was secured to provide funding to grow
the TVTN service.  Under the terms of the Note, TelVue may borrow, from
time to time, up to the maximum principal amount of the Note which is
$3,800,000.  The minimum advance under the Note is $100,000 and the
interest rate of the Note is equal to the prime rate plus one percent (1%).
The Note contains customary events of default, including, among others,
non-payment of principal and interest and in the event TelVue is involved
in certain insolvency proceedings.  In the event of a default, all of the
obligations of TelVue under the Note may be declared immediately due and
payable.  The Note is unsecured and will expire six years from the date of
the first advance under the Note unless extended or renewed.  TelVue's
first borrowing under the terms of the Note was on November 23, 2005 for
$200,000.  The outstanding borrowings under the Note as of December 31,
2005 were $200,000.

	On June 16, 2005, Mr. Lenfest, the holder of all of TelVue's
outstanding Class A Redeemable Convertible Preferred Stock (the "Preferred
Stock"), informed TelVue of his intent to convert all of his 3,518,694
shares of Preferred Stock into TelVue's common stock. Each share of
Preferred Stock was convertible into 6.667 shares of common stock.  The
conversion of the Preferred Stock to common stock occurred on August 2,
2005, upon Mr. Lenfest's delivery of the Preferred Stock in the form of a
lost certificate affidavit.  As a result of the conversion, TelVue issued
23,459,133 shares of Common stock to Mr. Lenfest.  Mr. Lenfest's beneficial
ownership interest in the common stock of TelVue, after the cancellation of
the Warrants to purchase common stock described below, was approximately 76
percent as of December 31, 2005.  The Preferred Stock was eliminated and is
included as 23,459,133 shares of common stock in the stockholders' equity
section of the balance sheet as of December 31, 2005.

	The Preferred Stock had a par value of $1 per share and provided for
a cumulative six percent (6%) semiannual dividend.  The dividend was
payable in cash or additional shares of Preferred Stock at $1 per share, at
TelVue's option.  TelVue had accrued dividends on the Preferred Stock since
the beginning of 1998, but no dividends had been paid.  On June 16, 2005,
Mr. Lenfest agreed to relinquish his right to all accrued but unpaid
dividends attributable to the Preferred Stock.  Therefore, $3,061,269 of
accrued dividends was reversed and is included in stockholders' equity as a
decrease to TelVue's accumulated deficit at December 31, 2005.

	On June 16, 2005, the independent members of the Board of Directors
of TelVue and Mr. Lenfest agreed to terminate a Warrant Agreement between
Mr. Lenfest and TelVue.  Pursuant to the Warrant Agreement, Mr. Lenfest had
the right to purchase up to 29,915,160 shares of TelVue's common stock for
$.01 per share, the fair market value of the common stock on the grant
date.   The Warrant Agreement was entered into on March 15, 1991, in
connection with a prior line of credit to TelVue provided by Mr. Lenfest.

	TelVue's ability to fully fund its operating expenses has suffered by
the loss of a large number of its subscriber base for the ANI Service.  As
discussed above, TelVue anticipates a continued decrease in revenue and an
increase in net loss for the immediate future.  In order to continue to
fund a majority of its ANI operating expenses, TelVue needs to retain a
reasonable subscriber base level.  Management believes that over time,
continued erosion will occur in the subscriber base.  As discussed above,
during the year ended December 31, 2005, TelVue added 16,000 subscribers to
its service but had 13 million subscribers cancel service. The cable
operators cancelled the ANI Service primarily as a result of moving their
subscribers onto two-way digital service.  Dish Network cancelled the
TelVue ANI service as a result of moving its satellite subscribers onto its
internal network for ANI order processing.

	In anticipation of utilizing its cash balances in 2005 to fund the
TVTN service, TelVue secured financing from Mr. Lenfest in the form of the
Note described above. The Note will help to fund the growth of the TVTN
service as well as fund the ANI service in the event it becomes cash flow
negative.  While maintaining the ANI pay-per-view ordering business, TelVue
intends to aggressively market and sell the new TVTN service to government
officials and the cable industry.  However, there can be no assurance that
its marketing efforts will be successful.


ITEM 7.     FINANCIAL STATEMENTS

	The Financial Statements are set forth in this report beginning at
page F-1.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE

	There have been no disagreements of any nature at any time with
TelVue's auditors with regard to any aspect of TelVue's financial
statements, its financial disclosure or its accounting practices.

ITEM 8A.    DISCLOSURE CONTROLS AND PROCEDURES

	(a) Evaluation of Disclosure Controls and Procedures.  TelVue's Chief
Executive Officer and its Treasurer (Controller), have evaluated the
effectiveness of TelVue's disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this report.  Based upon that evaluation, TelVue's Chief
Executive Officer and its Treasurer (Controller) have concluded that
TelVue's disclosure controls and procedures were adequate and effective to
ensure that material information relating to TelVue would be made known to
them by others within the company, particularly during the period in which
this annual report on Form 10-KSB was being prepared.

	(b) Changes in Internal Controls. During the annual period covered by
this report, there were no changes in TelVue's internal control over
financial reporting that has materially affected, or is reasonably likely
to materially affect TelVue's internal control over financial reporting.

ITEM 8B.    OTHER INFORMATION

	Effective January 1, 2006, the salary of Joseph M. Murphy, TelVue's
President and Chief Executive Officer, was increased to $190,000, and the
salary of Randy Gilson, TelVue's Vice President of Technical Services, was
increased to $120,106.  Further details of each officer's compensation are
set forth on Exhibit 10.16 to this annual report on Form 10-KSB and
incorporated herein by reference.

					PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF ISSUER

	The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2006 Annual Meeting of
Shareholders that will be filed not later than April 30, 2006.

ITEM 10.    EXECUTIVE COMPENSATION

	The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2006 Annual Meeting of
Shareholders that will be filed not later than April 30, 2006.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2006 Annual Meeting of
Shareholders that will be filed not later than April 30, 2006.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	At December 31, 2005, TelVue was indebted to Mr. Lenfest in the
principal amount of $741,000.

	Other related transactions are described in Notes 3, 6, 7, 9 and 13
of the 2005 Financial Statements of TelVue.


ITEM 13.    EXHIBITS AND FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

	Report of Independent Registered Public Accounting Firm dated March
	10, 2006.

	Balance Sheets as of December 31, 2005 and 2004.

	Statements of Operations for the years ended December 31, 2005 and
	2004.

	Statements of Stockholders' Deficit for the years ended December 31,
	2005 and 2004.

	Statements of Cash Flows for the years ended December 31, 2005 and 2004.

	Notes to Financial Statements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
TelVue Corporation

We have audited the accompanying balance sheets of TelVue Corporation (a
Delaware corporation) as of December 31, 2005 and 2004, and the related
statements of operations, stockholders' deficit and cash flows for the
years then ended.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TelVue Corporation as
of December 31, 2005 and 2004, and the results of its operations and its
cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

/s/ Pressman Ciocca Smith LLP
Huntingdon Valley, Pennsylvania
March 10, 2006


TelVue Corporation
Balance Sheets
December 31, 2005 and 2004

  ASSETS                                                 2005         2004
                                                         ----         ----
  CURRENT ASSETS
    Cash and cash equivalents                      $   174,464    $1,206,219
    Accounts receivable - trade, net of
      allowance for doubtful accounts of
      $80,875 in 2005 and $82,701 in 2004              303,355       483,045
    Other receivable                                    10,900             -
    Prepaid expenses                                    40,633        30,327

    Current assets from discontinued
      operations                                             -        48,572
                                                    ----------     ---------
  TOTAL CURRENT ASSETS                                 529,352     1,768,163

  PROPERTY AND EQUIPMENT                             5,713,180     5,719,740
    Less accumulated depreciation                    5,135,604     5,405,245
                                                    ----------     ---------
                                                       577,576       314,495
  OTHER ASSETS
    Other assets                                        8,800          8,800
                                                   ----------     ----------
                                                   $1,115,728     $2,091,458
                                                   ==========      =========
See accompanying notes.

TelVue Corporation
Balance Sheets (continued)
December 31, 2005 and 2004


  LIABILITIES AND STOCKHOLDERS' DEFICIT                 2005          2004
                                                        ----          ----
  CURRENT LIABILITIES
    Note payable - majority stockholder - current  $        -     $  541,000
    Accounts payable                                  130,716        101,958
    Accrued expenses                                  212,510        267,007
    Deferred service revenue                          129,484              -
    Accrued dividends payable                               -      2,955,708
    Current liabilities from discontinued
      operations                                            -          8,948
                                                   ----------     ----------
  TOTAL CURRENT LIABILITIES                           472,710      3,874,621

  LINE OF CREDIT - MAJORITY STOCKHOLDER               200,000              -


  NOTE PAYABLE - MAJORITY STOCKHOLDER, net
    of current portion                                541,000              -

  ACCRUED INTEREST - MAJORITY STOCKHOLDER               1,710              -

  REDEEMABLE CONVERTIBLE PREFERRED STOCK
   $1 par value, 6,900,000 shares authorized,
     3,518,694 shares, issued and outstanding,
     at December 31, 2004 (liquidation
     value $6,474,402)                                      -      3,518,694

  STOCKHOLDERS' DEFICIT
    Common stock, $.01 par value, 100,000,000 shares
      authorized, 48,336,407 and 24,857,274 shares
       issued and outstanding at December 31,
       2005 and 2004, respectively                    483,364        248,573
    Additional paid-in capital                      4,873,856      1,588,953
    Accumulated deficit                            (5,456,912)    (7,139,383)
                                                   ----------     ----------
                                                      (99,692)    (5,301,857)
                                                   ----------     ----------
                                                  $ 1,115,728    $ 2,091,458
                                                   ==========     ==========
See accompanying notes.

TelVue Corporation
Statements of Operations
Years Ended December 31, 2005 and 2004

                                                        2005          2004
                                                        ----          ----
REVENUES
   ANI services                                   $ 2,103,941    $ 3,243,937
   TVTN services                                      140,802         42,000
                                                   ----------     ----------
                                                    2,244,743      3,285,937
COST OF REVENUES
   ANI services                                       748,032      1,245,110
   TVTN services                                      379,107        100,998
                                                   ----------     ----------
                                                    1,127,139      1,346,108
                                                   ----------     ----------
GROSS PROFIT                                        1,117,604      1,939,829

OPERATING EXPENSES
   Selling and marketing                              983,053        580,561
   General and administrative                       1,187,866      1,106,594
   Depreciation                                       169,062        113,206
                                                   ----------     ----------
                                                    2,339,981      1,800,361
                                                   ----------     ----------
OPERATING INCOME (LOSS)                            (1,222,377)       139,468

 OTHER INCOME (EXPENSE)
   Interest expense - related party                    (1,710)             -
   Interest expense - other                                 -           (331)
   Interest income                                      7,409          6,651
   Loss on sale of equipment                          (51,386)             -
                                                   ----------     ----------
                                                      (45,687)         6,320
                                                   ----------     ----------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES                     (1,268,064)       145,788

 INCOME TAX EXPENSE                                         -        731,720
                                                   ----------     ----------
LOSS FROM CONTINUING OPERATIONS                    (1,268,064)      (585,932)

 DISCONTINUED OPERATIONS
   Loss from operations of discontinued component,
     including goodwill impairment charges of
     $350,000 in 2004                                  (5,173)      (438,536)
   Provision for income tax benefit                         -        214,139
                                                   ----------     ----------
                                                       (5,173)      (224,397)
                                                   ----------     ----------
NET LOSS                                           (1,273,237)      (810,329)

DIVIDENDS ON REDEEMABLE CONVERTIBLE
   PREFERRED STOCK                                          -       (422,244)
                                                   ----------     ----------
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS         $(1,273,237)   $(1,232,573)
                                                   ==========     ==========

BASIC NET LOSS PER COMMON SHARE:
   From continuing operations                     $     (0.04)   $     (0.04)
   From discontinued operations                             -          (0.01)
                                                   ----------     ----------
                                                  $     (0.04)   $     (0.05)
                                                   ==========     ==========

DILUTED NET LOSS PER COMMON SHARE:
   From continuing operations                     $     (0.04)   $     (0.04)
   From discontinued operations                             -          (0.01)
                                                   ----------     ----------
                                                  $     (0.04)   $     (0.05)
                                                   ==========     ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                       34,562,340     24,853,137
                                                   ==========     ==========
See accompanying notes.

TelVue Corporation
Statements of Stockholders' Deficit
Years Ended December 31, 2005 and 2004


                                      Additional                    Total
                              Common   Paid-In     Accumulated  Stockholders'
                              Stock    Capital      Deficit        Deficit
                            ------------------------------------------------
BALANCE, JANUARY 1, 2004   $ 248,473  $1,588,553  $(5,906,810)  $ (4,069,784)

Accrued dividends on
 redeemable convertible
 preferred stock                   -           -     (422,244)      (422,244)
Issuance of 10,000 shares
  of common stock                100         400            -            500
Net loss                           -           -     (810,329)      (810,329)
                             -------    --------    ---------      ---------

BALANCE, DECEMBER 31, 2004   248,573   1,588,953   (7,139,383)    (5,301,857)

Reversal of accrued
 dividends on redeemable
 convertible preferred
 stock                             -           -    2,955,708      2,955,708
Issuance of 23,479,133
 shares of common stock      234,791   3,284,903            -      3,519,694

Net loss                           -           -   (1,273,237)    (1,273,237)
                             -------    --------    ---------      ---------

BALANCE, DECEMBER 31, 2005 $ 483,364  $4,873,856  $(5,456,912)   $   (99,692)
                            ========   =========   ==========     ==========
See accompanying note


TelVue Corporation
Statements of Cash Flows
Years Ended December 31, 2005 and 2004

  CASH FLOWS FROM OPERATING ACTIVITIES                  2005       2004
                                                        ----       -----
    Net loss                                      $(1,273,237)  $(810,329)
    Loss from discontinued operations                   5,173     224,397
                                                     --------   ---------
    Loss from continuing operations                (1,268,064)   (585,932)
    Adjustments to reconcile loss from
      continuing operations to net cash provided
      (used in) operating activities:
      Depreciation                                    169,062     113,206
      Loss on sale of equipment                        51,386           -
      Deferred tax expense                                  -     731,720
    Changes in operating assets and liabilities:
      Accounts receivable - trade                     179,690     186,175
      Other receivable                                (10,900)          -
      Prepaid expenses                                (10,306)     14,276
      Accounts payable                                 28,758     (12,486)
      Accrued expenses                                (54,497)    128,365
      Accrued interest - majority stockholder           1,710           -
      Deferred service revenue                        129,484           -
                                                     --------   ---------
                    NET CASH PROVIDED BY (USED IN)
                    OPERATING ACTIVITIES             (783,677)    575,324

  CASH FLOWS FROM INVESTING ACTIVITIES
    Proceed from sales of equipment                     9,400           -
    Purchases of property and equipment              (492,929)   (191,548)
    Discontinued operations                            34,451      18,520
                                                     --------   ---------
                    NET CASH (USED IN)
                    INVESTING ACTIVITIES             (449,078)   (173,028)

  CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from line of credit -
      majority stockholder                            200,000           -
    Debt reduction - notes payable - other                  -     (39,178)
    Issuance of common stock                            1,000         500
                                                     --------   ---------
                    NET CASH (USED IN)
                    FINANCING ACTIVITIES              201,000     (38,678)
                                                    ---------   ---------
                    NET INCREASE (DECREASE) IN
                    CASH AND CASH EQUIVALENTS      (1,031,755)    363,618

                    CASH AND CASH EQUIVALENTS AT
                    BEGINNING OF YEAR               1,206,219     842,601
                                                    ---------   ---------
                    CASH AND CASH EQUIVALENTS
                    AT END OF YEAR                 $  174,464  $1,206,219
                                                    =========   =========
See accompanying notes.


TelVue Corporation
Notes to Financial Statements
December 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of TelVue Corporation ("the
Company") is presented to assist in understanding its financial statements.
These accounting policies conform to accounting principles generally
accepted in the United States of America and have been consistently applied
in the preparation of the financial statements.

Business Activity and Concentration of Credit Risk

The Company operates two business segments.  One segment is a marketing and
service division, which sells automatic number identification
telecommunications services ("ANI service") to the cable television
industry throughout the United States for the automated ordering of pay-
per-view features and events.  The Company grants credit to cable
television operators throughout the nation.  Consequently, the Company's
ability to collect the amounts due from customers is affected by economic
fluctuations in the cable television industry.  The other business segment
is a system for displaying a fully automated television station-like
display on a cable system access channel using computer based digital
technology ("TVTN service").

The Company maintains cash balances at a financial institution located in
the Philadelphia area.  Accounts at this institution are insured by the
Bank Insurance Fund up to $100,000.  The Company maintains cash balances in
excess of the insured amount.

During 2005, two customers accounted for 60% of sales from continuing
operations and accounted for   33% of receivables in continuing operations
at December 31, 2005.  During 2004, three customers accounted for 72% of
sales from continuing operations and accounted for 56% of receivables in
continuing operations at December 31, 2004.

Currently, the Company's primary source of financing is the majority
stockholder.  In the past, the Company has not sought to obtain significant
funding from third parties on terms that are acceptable to the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period.  Actual results could
differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
short-term debt securities purchased with an original maturity of three (3)
months or less to be cash equivalents.

Accounts Receivable - Trade

Trade accounts receivable are stated at the amount management expects to
collect from outstanding balances.  Management provides for probable
uncollectible amounts through a charge to earnings and a credit to a
valuation allowance based on its assessment of the current status of
individual accounts.  Balances that are still outstanding after management
has used reasonable collection efforts are written off through a charge to
the valuation allowance and a credit to trade accounts receivable.

Property and Equipment

Property and equipment are stated at cost.  Depreciation and amortization
are provided over the estimated useful lives using the straight-line
method.  Amortization of leasehold improvements is included with
depreciation expense and is provided over the shorter of the remaining
lease term or estimated useful life.  Property and equipment consists
primarily of operating equipment.  For income tax purposes, recovery of
capital costs for property and equipment is made using accelerated methods
over statutory recovery periods.

Customer installation costs incurred to provide the TVTN service are
capitalized and depreciated over the term of the contract, which is
typically three (3) years.

Expenditures for renewals and betterments that extend the useful lives of
property and equipment are capitalized.  Expenditures for maintenance and
repairs are charged to expense as incurred.

Valuation of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the
Company periodically evaluates whether events or circumstances have
occurred that indicate that the remaining useful lives of its long-lived
assets, including property and equipment and definite-lived intangible
assets, should be revised or that the remaining balance of such assets may
not be recoverable using objective methodologies.  Such methodologies
include evaluations based on cash flows generated by the underlying assets
or other determinants of fair value.  As of December 31, 2005, management
believes that no revisions to the remaining lives or write-downs of
carrying values are required.

In accordance with SFAS 142, the Company evaluates, at least annually, the
recoverability of goodwill using objective methodologies.  Such
methodologies include evaluations based on cash flows generated by the
underlying assets or other determinants of fair value.  If the carrying
value is greater than the fair value, an impairment charge is recognized in
the statement of operations to reduce the carrying value to the fair value.

Revenue Recognition

The Company recognizes ANI service revenues in the month service is
provided, net of an estimate for programs not billable by the cable
television operator.  The Company recognizes TVTN service revenues in the
month the service is provided.  Amounts billed for start-up are deferred
and recognized on the straight-line basis over the term of the contract.

Income Taxes

The Company uses the asset and liability method of accounting for income
taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".  SFAS
109 requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement carrying amounts and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.  The measurement of deferred tax
assets is reduced, if necessary, by a valuation allowance for any tax
benefits which are not expected to be realized.  Differences between
financial reporting and tax bases arise most frequently from differences in
timing of income and expense recognition.  Deferred income tax expense is
measured by the change in the net deferred income tax asset or liability
during the year.

Stock - Based Compensation

The Company accounts for stock-based compensation in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations, as permitted by SFAS No. 123, "Accounting for Stock-Based
Compensation."  Compensation expense for stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the
stock.  Compensation expense for restricted stock awards is recorded
annually based on the quoted market price of the Company's stock at the
date of the grant and the vesting period.

Advertising

The Company follows the policy of charging the costs of advertising to
expense as incurred.  Advertising expense is included in selling and
marketing expense in the accompanying statements of operations.

Reclassification

Certain 2004 amounts have been reclassified to conform with the 2005
presentation.

NOTE 2 - DISCONTINUED OPERATIONS

During 2004, the Company discontinued the business segment that functioned
as a communications solution provider and network integrator serving
clients mainly in the Mid-Atlantic States.  The balance sheet details of
assets and liabilities from discontinued operations at December 31, 2005
and 2004 is as follows:
                                                  2005         2004
                                                  ----         ----
 Current assets
    Accounts receivable - trade               $      -     $  48,572
                                               =======      ========
 Current liabilities
    Accrued expenses                          $      -     $   8,948
                                               =======      ========

The summarized results of discontinued operations for the years ended
December 31, 2005 and 2004 are as follows:

                                                  2005           2004
                                                  ----           ----

 Revenues                                    $      (503)  $ 1,123,628

 Cost of revenues                                  1,260       940,596
                                              ----------      ---------
                                                  (1,763)      183,032
 Operating expenses
    Selling, general and administrative            3,410       240,426
    Goodwill impairment charge                         -       350,000
    Depreciation and amortization                      -        33,516
                                              ----------      ---------
                                                   3,410       623,942
                                              ----------      ---------
Operating loss                                    (5,173)     (440,910)
 Other income                                          -         2,374
Loss from discontinued operations before      ----------    ----------
 income taxes                                 $   (5,173)   $ (438,536)
                                              ==========     =========


NOTE 3 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                                                  2005           2004
                                                  ----           ----
Cash paid (refunded) during the year:
  Income taxes                               $         -    $  (20,482)
                                              ==========     =========
  Interest - related party                   $         -    $        -
  Interest - other                                     -            331
                                              ----------      ---------
  Interest - continuing operations                     -            331
  Interest - discontinued operations                   -             11
                                              ----------      ---------
                                             $         -    $       342
                                              ==========      =========

Noncash Investing and Financing Transactions

The Company accrued dividends on its redeemable convertible preferred
stock of $422,244 in 2004.


NOTE 4 - PROPERTY AND EQUIPMENT

A schedule of property and equipment of continuing operations at December
31, 2005 and 2004, is as follows:

                                                              Estimated
                                                             Useful Lives
                                       2005        2004       in Years
                                  ------------------------------------------

  Operating equipment              $5,354,097    $5,302,196       3-5
  Office furniture and equipment      291,592       350,053       3-5
  Leasehold improvements               46,089        46,089        5
  Vehicle                              21,402        21,402        5
                                   ----------    ----------
                                   $5,713,180    $5,719,740
                                   ==========    ==========

NOTE 5 - GOODWILL

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets", under which goodwill is no longer amortized but
instead is assessed for impairment at least annually.  During 2004, the
Company performed its annual fair value assessment and determined that an
impairment charge of $350,000 was necessary to reduce the carrying value of
goodwill to its implied fair value.  This charge is included in
Discontinued Operations in the accompanying Statements of Operations.

NOTE 6 - LINE OF CREDIT - MAJORITY STOCKHOLDER

In April 2005, the Company entered into line of credit agreement with the
majority stockholder.  Under the terms of the agreement, the Company may
borrow up to $3.8 million, the maximum principal amount of the line.
Amounts outstanding accrue interest at prime plus one percent (1%).  The
effective interest rate at December 31, 2005 was 8.25%.  Accrued interest
is due at maturity.  The line is unsecured and will mature in November
2011.  As of December 31, 2005, the amount outstanding under this line
of credit was $200,000.

NOTE 7 - NOTE PAYABLE - MAJORITY STOCKHOLDER

In January 1995, the Company's majority stockholder acquired from Science
Dynamics Corporation ("SDC") an unsecured note in the amount of $541,000.
The note is noninterest bearing and repayment is restricted to cash not
needed for operations as determined by the Company.  The majority
stockholder has extended the maturity date to January 1, 2011.

NOTE 8 - LEASE COMMITMENTS

The Company leases office facilities and trunk lines and data circuits.
Future minimum lease payments under non-cancelable operating leases with
initial terms of one year or more consisted of the following at December
31, 2005:

       Year Ending December 31,
              2006                     $ 49,120
                                       ========

Rental expense under the operating lease for office facilities amounted to
$139,580 and $138,027 for the years ended December 31, 2005 and 2004,
respectively.

It is expected that, in the normal course of business, expiring leases will
be renewed or replaced by leases on other properties; thus, it is
anticipated that future minimum operating lease commitments will not be
less than the amount incurred in 2005.

NOTE 9 - CAPITAL STOCK

Common Stock Voting Rights and Concentration of Control

Shares of common stock, which have had the same beneficial owner for a
continuous period in excess of 2 years prior to the record date of any
meeting of stockholders, will be entitled to 10 votes per share in any
matters submitted for vote at a meeting of stockholders.  All other
stockholders have one vote per share unless this limitation is waived by
the Board of Directors.

In November 1989, the Company issued 12,896,968 shares of common stock for
$1,250,000 to an individual who effectively acquired control of the
Company.  In January 1995, this individual acquired an additional 1,660,485
shares of common stock of the Company from SDC.  In August 2005, this
individual converted all of his 3,518,694 shares of Class A Redeemable
Convertible Preferred Stock into 23,459,133 shares of common stock.

Redeemable Convertible Preferred Stock

In April 1990, the Company issued 1,250,000 shares of Class A Redeemable
Convertible Preferred Stock ("Preferred Stock") for $1,250,000.  The
Preferred Stock had a par value of $1 per share and paid a cumulative $.06
semiannual dividend.  The dividend was payable in cash or additional shares
of Preferred Stock at $1 per share, at the option of the Company.  The
Company had accrued dividends on the Preferred Stock, but no dividends had
been paid.  In June 2005, the stockholder agreed to relinquish his right to
all accrued but unpaid dividends attributable to the Preferred Stock.  Each
share of Preferred Stock was convertible into 6.667 shares of common stock
at any time, at the option of the holder.  The Preferred Stock had a
preference of $1 per share plus unpaid dividends in the event of
liquidation.  The Company may have redeemed the Preferred Stock at any time
for $2 per share.  The stockholder of the Preferred Stock is the majority
stockholder.  The majority stockholder can designate all of the Company's
directors and, therefore, could have influenced the Company's willingness
to cause redemption of the Preferred Stock.  As a result, the Preferred
Stock had been classified outside of the stockholders' deficit section of
the accompanying balance sheets.  In August 2005, the majority stockholder
converted all of his 3,518,694 shares of Class A Redeemable Convertible
Preferred Stock into 23,459,133 shares of common stock.

Common Stock Warrants

In connection with a prior line of credit, the Company agreed to issue
warrants to the majority stockholder to purchase 29,915,160 shares of the
Company's common stock for $.01 per share, the fair market value of the
common stock on the grant date.  The warrants provided for adjustments of
the exercise price and the number of shares issuable thereunder in the
event that the Company issues additional shares of common stock and other
events as defined in the warrant agreement.  The warrant holder was
entitled, at the Company's expense, to certain registration rights under
the Securities Act of 1933 in connection with any shares of the Company's
common stock issued pursuant to the exercise of the warrants.  In June
2005, the Company and the majority stockholder agreed to terminate the
warrants.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income, after
deduction of preferred stock dividends, by the weighted average number of
shares outstanding.  Diluted earnings per common share is computed by
dividing net income, after deduction of preferred stock dividends, when
applicable, by the weighted average number of shares outstanding adjusted
to include incremental common shares that would have been outstanding if
potentially dilutive common shares had been issued.  The following table
reconciles amounts reported in the financial statements for the year ended
December 31, 2004:
                                       Year Ended December 31, 2004
                                  -------------------------------------
                                     Income        Shares           Per
                                                                   Share
                                   (Numerator)  (Denominator)      Amount
 Net (loss) from continuing
   operations                      $  (585,932)
 Preferred dividends                  (422,244)
                                   -----------

 Net (loss) from continuing
   operations available to
   common stockholders, basic
   and diluted earnings per share  $(1,008,176)   24,853,137    $ (0.04)
                                   ===========   ===========    =======

The 2004 diluted earnings per share computation does not include shares
issued pursuant to warrants, convertible preferred stock and vested
unexercised stock options because the effect would be antidilutive.

NOTE 10 - STOCK COMPENSATION PLANS

Director Compensation Plan

In December 1997, the Company adopted a director compensation plan.  Under
this plan, each non-employee director, other than the majority stockholder
is compensated $500 for each meeting attended by receiving shares of common
stock issued at the higher of the per share fair market value of the common
stock as of the board of directors meeting date or $.05 per share.

Stock Option Plan

In May 1999, the Company established the TelVue Corporation 1999 Stock
Option Plan (the "Plan").  Under the Plan, the Company may grant options to
acquire up to 10 million shares of common stock.  Options granted under the
Plan are intended to be incentive stock options ("ISO").  The exercise
price of each ISO will not be less than the market price of the Company's
stock on the date of the grant.  The exercise price for an option, which is
not an ISO, will not be less than 50% of the market price of the Company's
stock on the date of the grant.  The options expire ten years after the
date of the grant or at the expiration of the plan, which is June 28, 2009.
Options vest ratably over three years, beginning one year after the date of
grant.  Employees hired prior to January 1, 1995, are entitled to immediate
vesting of 25% of their options.  A summary of option activity follows:

                                                    Options Outstanding
                                                ---------------------------
                                                               Weighted
                                                               Average
                                                 Options    Exercise Price
                                                ---------  ----------------
  Balance, December 31, 2003                      942,917       $ .078
  Granted and assumed                             770,000
  Forfeited                                       (86,250)
                                                ---------
  Balance, December 31, 2004                    1,626,667       $ .048
  Granted and assumed                             290,000
  Forfeited                                       (50,000)
                                                ---------
  Balance, December 31, 2004                    1,866,667       $ .045
                                                =========

There was no significant difference between the amount of compensation
recognized and the amount that would have been recognized had compensation
expense been determined under the provisions of SFAS No. 123.

The following table summarizes the status of stock options outstanding and
exercisable at December 31, 2005:
                                             Weighted
                                              Average
                                             Remaining
                Exercise      Options       Contractual        Options
                 Price      Outstanding     Life (Years)     Exercisable
              ----------------------------------------------------------
                $.025        720,000           3.5             720,000
                $.030        160,000           3.5                   -
                $.040        130,000           3.5             130,000
                $.045         20,000           3.5              20,000
                $.07         836,667           3.5             836,667
                           ---------                         ---------
Total                      1,866,667                         1,706,667
                           =========                         =========
Weighted Average
Exercise Price               $  .045                           $  .047
                             =======                            ======

NOTE 11 - CORPORATE INCOME TAXES

The provisions for income tax expense (benefit) from continuing operations
consist of the following components:

  Current                                             2005           2004
                                                      ----          -----
    Federal                                         $     -      $      -
    State                                                 -         5,700
                                                    -------       -------
                                                          -         5,700
  Deferred
    Federal                                        (425,686)       59,690
    State                                          (117,427)        5,799
                                                    -------       -------
                                                   (543,113)       65,489
    Valuation allowance increase                    543,113       660,531
                                                    -------       -------
                                                          -       726,020
                                                    -------       -------
                                                   $      -      $731,720
                                                    =======       =======


The categories of temporary differences that give rise to deferred tax
assets and liabilities are as follows:

                                       Federal                 State
                                   2005       2004       2005       2004
                               ------------------------------------------

Deferred Tax Assets:

  Allowance for bad debts     $   24,827   $  25,482   $  7,554  $   7,753
  Net operating loss
   Carryforward                  988,209     564,316    211,547     94,665
                                --------    --------   --------   --------

Gross Deferred Tax Asset       1,013,036     589,798    219,101    102,418

Deferred Tax Liabilities:
  Property and equipment,
   principally due to
   differences in depreciation   (21,846)    (24,294)    (6,647)    (7,392)
                                --------    --------   --------   --------
Net Deferred Tax Asset Before
  Valuation Allowance            991,190     565,504    212,454     95,026
  Valuation allowance           (991,190)   (565,504)  (212,454)   (95,026)
                                --------    --------   --------   --------
Net Deferred Tax Asset         $       -   $       -   $      -   $      -
                                ========    ========    =======    =======

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which temporary differences are deductible and carryforwards are
available.  Due to the uncertainty of the Company's ability to realize the
benefit of the deferred tax assets, the net deferred tax assets are fully
offset by a valuation allowance at December 31, 2005 and 2004.  Inherent
uncertainty regarding the creation and development of a market for the
Company's developing TVTN (TelVue Virtual Television Networks) product and
service has prevented the Company from reaching the "more likely than not"
conclusion required under the applicable literature to recognize deferred
tax assets on its balance sheet at December 31, 2005 and 2004.

The Company has a net operating loss carryforward for Federal income tax
purposes of approximately $2,900,000 on a tax-reporting basis.  The
carryforward will begin to expire in 2010, if not utilized.

The reconciliation of reported income tax expense to the amount of income
tax expense that would result from applying the U.S. Federal income tax
rate of 34% to pretax income is as follows:

                                                      2005          2004
                                                      ----          ----

   Federal income tax at statutory rates          $(431,141)     $ 49,568
   State income tax, net of federal benefit        (117,242)        7,589
   Valuation allowance                              543,114       660,531
   Other                                              5,269        14,032
                                                   --------      --------
                                                   $      -      $731,720
                                                   ========      ========

NOTE 12 - PENSION PLAN

The Company maintains a Salary Reduction Simplified Employee Pension
("SARSEP") plan under section 408(k) of the Internal Revenue Code for all
eligible employees.  Employees are eligible to participate if they are at
least 21 years old and have been employed by the Company for at least 90
days.  Under the plan, employees may elect to defer up to 12.5% of their
salary, subject to Internal Revenue Service limits.  The Company matched
fifty percent (50%) of 2005 and 2004 contributions by participating
eligible employees up to five percent (5%) of their salary, for a maximum
matching contribution of 2.5% of salary.  The Company's contributions for
2005 and 2004 amounted to $14,576 and $24,077, respectively, in its
continuing operations.

NOTE 13 - RELATED PARTY TRANSACTIONS

The Company has an unsecured line of credit and note payable to the
majority stockholder.  (See Notes 6 and 7).

During 2005, Stanley Greene, a stockholder, served as a consultant to
TelVue through S.H. Greene Associates, LLC to provide business advice for
the TVTN product and service.  TelVue paid S.H. Greene Associates, LLC
$125,356 for its services during 2005.

During 2004, Neil Heller, a former Director of TelVue who resigned on
September 10, 2004, served as a consultant to TelVue through The Heller
Group to provide a business analysis for the TVTN product and service.
TelVue paid The Heller Group $50,000 for its services which were completed
in the first quarter of 2004.

NOTE 14 - SEGMENT INFORMATION

Based on the criteria set forth in SFAS No. 131 "Disclosures about Segments
of an Enterprise and Related Information", the Company operates two
business segments.  One segment is a marketing and service division, which
sells automatic number identification ("ANI") telecommunications services
to the cable television industry.  The other business segment is a system
for displaying a fully automated television station-like display on a cable
access channel using computer based digital technology ("TVTN").  The
segments' accounting policies are the same as those described in the
summary of significant accounting policies.

Summarized financial information from continuing operations by reporting
segment as of and for each of the years ended December 31, 2005 and 2004,
is as follows:
                                       ANI         TVTN
Year Ended December 31, 2005         Services    Services       TOTAL
                                  ------------------------------------------

  Revenues                         $2,103,941    $  140,802   $2,244,743
  Depreciation and amortization        68,220       100,842      169,062
  Operating income (loss)             517,883    (1,740,260)  (1,222,377)
  Assets                              474,123       641,605    1,115,728
  Capital expenditures                 20,416       472,513      492,929

Year Ended December 31, 2004

  Revenues                         $3,243,937    $   42,000   $3,285,937
  Depreciation and amortization        88,598        24,608      113,206
  Operating income (loss)             436,478      (297,010)     139,468
  Assets                            1,913,846       177,612    2,091,458
  Capital expenditures                 13,936       177,612      191,548


NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:

Cash and Cash Equivalents, Receivables, Accounts Payable, Accrued Expenses
and Notes Payable

The carrying amount approximates fair market value because of the short
maturity of those instruments

EXHIBITS

3.1	Certificate of Incorporation of TelVue (incorporated by
	reference to TelVue's Registration Statement on Form S-8, filed
	with the Securities and Exchange Commission on April 20, 1989
	(the "Registration Statement"), File No. 333-28263).

3.2	Bylaws of TelVue (incorporated by reference to TelVue's
	Registration Statement, File No. 333-288263).

3.3	Certificate of Amendment of Certificate of Incorporation of TelVue,
	dated April 11, 1990 (incorporated by reference to TelVue's Annual
	Report on Form 10-K for the year ended December 31, 1991, (the
	"1991 Form 10-K"), File No. 000-17170).

3.4	Certificate of Amendment of Certificate of Incorporation of TelVue,
	dated March 15, 1991 (incorporated by reference to the 1991
	Form 10-K, File No. 000-17170).

3.5	Form of copy of Amendment of Certificate of Incorporation of TelVue,
	filed September 25, 1995 (incorporated by reference to the
	TelVue's Form 10-QSB for the period ended September 30, 1995, (the
	September 30, 1995 Form 10-QSB, File No. 000-17170).

4.1	The TelVue Corporation 1999 Stock Option Plan (incorporated by
	reference to Exhibit 99 of TelVue's Registration Statement on
	Form S-8, dated September 23, 1999), (the "1999 Stock Option
	Plan") File No. 000-17170).

4.2	Form of ISO Option Agreement issued pursuant to the 1999 Stock
	Option Plan (incorporated by reference to TelVue's Annual
	Report on Form 10-KSB for the year ended December 31, 1999, (the
	"1999 Form 10-KSB") File No. 000-17170).

4.3	Form of NQSO Option Agreement issued pursuant to the 1999 Stock
	Option Plan (incorporated by reference to the 1999 Form 10-KSB, File
	No. 000-17170).

4.4	Certificate of Designation of Class A Preferred Stock (incorporated
	by reference to the September 30, 1990 Form 10-Q, File No. 000-7170).

4.5	Warrant Termination Agreement, dated June 16, 2005, by and between
	TelVue and H.F. (Gerry) Lenfest (incorporated by reference to the
	June 30, 2005 Form 10-QSB, File No. 000-17170).

4.6	Waiver by H.F.(Gerry) Lenfest, waiving the right to receive past,
	present or future dividends with respect to the TelVue's Class A
	Redeemable Convertible Preferred Stock (incorporated by reference to
	the June 30, 2005 Form 10-QSB, File No.000-17170).

10.1	Distributorship Agreement, dated November 2, 1989, between the
	Company and Science (incorporated by reference to the 1989 Form
	10-K, File No. 000-17170).

10.2	Stock Purchase Agreement, dated November 2, 1989, between the
	Company and H.F. Lenfest (incorporated by reference to the
	Company's Report on Form 8-K, dated November 15, 1989, (the "1989
	Form 8-K"), File No. 000-17170).

10.3	Shareholders' Agreement, dated November 2, 1989, among TelVue
	and certain of its stockholders (incorporated by reference to the
	Company's 1989 Form 8-K, File No. 000-17170).

10.4	Option Agreement, dated November 2, 1989, among TelVue and
	certain of its stockholders (incorporated by reference to the 1989
	Form 8-K, File No. 000-17170).

10.5	Lease Agreement for office space and the First Amendment to Lease
	dated March 30, 1994 ("Office Lease Agreement"), between TelVue
	and Bloom Associates (incorporated by reference to the 1994 Form
	10-KSB, File No. 000-17170).

10.6	Second Amendment to Office Lease Agreement Dated May 5, 1999,
	between TelVue and Bloom Associates (incorporated by reference
	to the 1999 Form 10-KSB, File No. 000-17170).

10.7	Asset Purchase Agreement by and among TelVue and J.D. Kraengel and
	Associates, Inc. f/k/a Dacon Corporation d/b/a Source Communications
	Group and Jeffrey Kraengel, dated February 14, 2001 (incorporated by
	reference to the March 26, 2001 Form 8-K, File No. 000-17170).

10.8	Retirement Agreement dated April 29, 2004 between TelVue and Frank
	J. Carcione (incorporated by reference to the December 31, 2004 Form
	10-KSB (the "2004 Form 10-KSB"), File No. 000-17170).

10.9	Summary of Director Compensation (incorporated by reference to the
	2004 Form 10-KSB, File No. 000-17170).

10.10	Summary of Executive Compensation, as amended (included herein).

10.11	Line of Credit Note, dated April 27, 2005,  between H.F. (Gerry)
	Lenfest and TelVue (incorporated by reference to the Form 8-K
	filed on May 3, 2005, File No. 000-17170).

10.12	Amended and Restated Promissory Note, in the principal amount of
	$541,000, dated June 16, 2005, between H.F. (Gerry) Lenfest and
	TelVue (incorporated by reference to the June 30, 2005 Form 10-QSB,
	File No. 000-17170).

11.	Statement re:  Computation of Per Share Earnings (see TelVue's
	December 31, 2005 Financial Statements included herein).

23.	Consent of Pressman Ciocca Smith LLP, Independent Registered Public
	Accounting Firm (see TelVue's December 31, 2005 financial statements
	included herein).

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C.
	Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
	Act of 2002(included herein).

31.2	Certification of Controller pursuant to 18 U.S.C. Section 1350 as
	adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(included herein).

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C.
	Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
	Oxley Act of 2002 (included herein).

32.2	Certification of Controller pursuant to 18 U.S.C. Section 1350 as
	adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(included herein).


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

	The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2006 Annual Meeting of
Shareholders that will be filed not later than April 30, 2006.


					SIGNATURES

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

					TELVUE CORPORATION


DATED:  3/27/06           By: /s/Joseph M. Murphy
                              -------------------------------------
                              Joseph M. Murphy
                              President and Chief Executive Officer


DATED:  3/27/06           By: /s/Irene A. DeZwaan
                              ----------------------------------
                              Irene A. DeZwaan
                              Treasurer-Controller


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

SIGNATURES                          TITLE                   DATE

/s/HF Lenfest                                               3/27/06
--------------------------------    Chairman of the
H.F. Lenfest                        Board and Director

/s/Joseph Murphy                    Director                3/27/06
--------------------------------
Joseph Murphy

/s/Frank Carcione                   Director                3/27/06
--------------------------------
Frank Carcione

/s/Joy Tartar                       Director                3/27/06
--------------------------------
Joy Tartar

/s/Robert Lawrence                  Director                3/27/06
--------------------------------
Robert Lawrence


						EXHIBIT INDEX

10.16	Summary of Executive Compensation

23.	Consent of Pressman Ciocca Smith LLP, Independent Registered Public
	Accounting Firm.

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C.
	Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
	Act of 2002(included herein).

31.2	Certification of Controller pursuant to 18 U.S.C. Section 1350 as
	adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(included herein).

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C.
	Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
	Act of 2002(included herein).

32.2	Certification of Controller pursuant to 18 U.S.C. Section 1350 as
	adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(included herein).

EXHIBIT 10.16

			SUMMARY OF EXECUTIVE COMPENSATION

Joseph M. Murphy, President and Chief Executive Officer is employed on an
at-will basis and is paid an annual salary of $190,000 and an annual car
allowance of $5,400.  Mr. Murphy also receives, as do all other TelVue
employees, health, dental, disability and life insurance benefits as well
as a contribution of 2.5% of his annual salary to TelVue's 401K Plan.  Mr.
Murphy, like all other TelVue employees, is eligible to receive stock
option grants under the TelVue Stock Option Plan.

Randy Gilson, Vice President of Technical Services is employed on an at-
will basis and is paid an annual salary of $120,105 and an annual car
allowance of $4,800.  Mr. Gilson also receives, as do all other TelVue
employees, health, dental, disability and life insurance benefits as well
as a contribution of 2.5% of his annual salary to TelVue's 401K Plan.  Mr.
Gilson, like all other TelVue employees, is eligible to receive stock
option grants under the TelVue Stock Option Plan.

EXHIBIT 23

		CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
TelVue Corporation:

We consent to incorporation by reference in the registration statement on
Forms S-8 (No. 333-87631) of TelVue Corporation of our report dated March
10, 2006 relating to the balance sheets of TelVue Corporation as of
December 31, 2005 and 2004 and the related statements of operations,
stockholders' deficit and cash flows for the years then ended, which report
appears in the December 31, 2005 annual report on Form 10-KSB of TelVue
Corporation.

/s/ Pressman Ciocca Smith LLP
Huntingdon Valley, Pennsylvania
March 24, 2006


EXHIBIT 31.1
					CERTIFICATION

	I, Joseph M. Murphy, certify that:

	1.	I have reviewed this annual report on Form 10-KSB of TelVue
Corporation;

	2.	Based on my knowledge, this 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 report;

	3.	Based on my knowledge, the financial statements, and other
financial information included in this 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
report;

	4.	The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

		(a)	Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;

		(b)	Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and

		(c)	Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

	5.	The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

		(a)	All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

		(b)	Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.


DATED:  3/27/06           By: /s/Joseph M. Murphy
                              -------------------------------------
                              Joseph M. Murphy
                              President and Chief Executive Officer


EXHIBIT 31.2
					CERTIFICATION

	I, Irene A. DeZwaan, certify that:

	1.	I have reviewed this annual report on Form 10-KSB of TelVue
Corporation;

	2.	Based on my knowledge, this 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 report;

	3.	Based on my knowledge, the financial statements, and other
financial information included in this 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
report;

	4.	The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

 		(a)	Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;

		(b)	Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and

		(c)	Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

	5.	The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

		(a)	All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

		(b)	Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.


DATED:  3/27/06           By: /s/Irene A. DeZwaan
                              ----------------------------------
                              Irene A. DeZwaan
                              Treasurer-Controller

EXHIBIT 32.1

                    TELVUE CORPORATION
                 CERTIFICATION PURSUANT TO
                   18 U.S.C. sec. 1350,
                  AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TelVue Corporation (the "Company")
on Form 10-KSB for the period ended December 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Joseph M. Murphy, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

(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 result of operations of the
Company.


DATED:  3/27/06           By: /s/Joseph M. Murphy
                              -------------------------------------
                              Joseph M. Murphy
                              President and Chief Executive Officer


EXHIBIT 32.2

                    TELVUE CORPORATION
                 CERTIFICATION PURSUANT TO
                   18 U.S.C. sec. 1350,
                  AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TelVue Corporation (the "Company")
on Form 10-KSB for the period ended December 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Irene DeZwaan, Treasurer and Controller of the Company, certify, pursuant
to 18 U.S.C. sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

(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 result of operations of the
Company.


DATED:  3/27/06           By: /s/Irene A. DeZwaan
                              ----------------------------------
                              Irene A. DeZwaan
                              Treasurer-Controller