SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   ------------------------------------------
                                   FORM 10-KSB
(Mark  one)
[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act
     of 1934
                      For the fiscal year ended     December 31, 2001
                                                ---------------------

                                       OR

[ ]  Transition report under section 13 or 15(d) of the Securities Exchange Act
     of 1934

                   For the transition Period from ________ to ________

                         Commission file number: 0-49638
                                                 -------

                       INTERNATIONAL COMMERCIAL TELEVISION INC.
                       ----------------------------------------
                 (Name of small business issuer in its charter)

                Nevada                               76-0621102
               ---------                             -----------
    (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)             Identification No.)

          Suite 203B Kimmen Center
           2300 N. Dixie Highway
               Boca Raton, FL                             33431-7657
  (Address of principal executive offices)                (Zip Code)

                   Issuer's telephone number:  (561) 417-0882
                                              ---------------

Securities registered under Section 12(b) of the Exchange Act:

              (Title of Class)             Name of exchange on which registered

                 None                                    None
-------------------------------------     -------------------------------------

Securities registered under Section 12(g)
  of the Exchange Act:                         Common Stock,  $0.001 par value
                                             -----------------------------------
                                                       (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been subject to such filing requirements for the past 90 days. Yes [ ]
No [X]  The Issuer has not been subject to such filing requirements for the past
90  days.

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant'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. [X]

Registrant's  revenues  for  its  most  recent  fiscal  year:    $1,239,685
                                                              ----------------

The  aggregate  market  value  of the common stock held by non-affiliates of the
registrant  on  March  26, 2002, computed by reference to the price at which the
registrant's  common  stock  is  being sold in its registered offering of common
stock,  was  approximately  $323,000,  assuming  solely  for  purposes  of  this
calculation  that  all  directors  and  executive  officers  of  the  issuer are
"affiliates."  This  determination  of  affiliate  status  is  not necessarily a
conclusive  determination  for  other  purposes.

On  March 26, 2002, the registrant had 10,272,833 shares of common stock, $0.001
par  value  per  share,  issued  and  outstanding.

Documents  Incorporated  by  Reference:  None

           TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  Yes [ ]  No [X]


<PAGE>
<TABLE>
<CAPTION>
                             INTERNATIONAL COMMERCIAL TELEVISION INC.

                                                INDEX TO
                                      ANNUAL REPORT ON FORM 10-KSB
                                  FOR THE YEAR ENDED DECEMBER 31, 2001


PART I                                                                                             PAGE
<S>                                                                                                <C>
Item 1.     Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
Item 2.     Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
Item 4.     Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . .    13

PART II
Item 5.     Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . .    13
Item 6.     Management's Discussion and Analysis of Financial Condition and Results of Operations    15
Item 7.     Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
Item 8.     Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.    22

PART III
Item 9.     Directors, Executive Officers, Promoters and Control Persons; Compliance With
            Section 16(a) of the Exchange Ac. . . . . . . . . . . . . . . . . . . . . . . . . . .    23
Item 10.    Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
Item 11.    Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . .    27
Item 12.    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . .    29
Item 13.    Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .    30

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   .32

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  .F-1
</TABLE>


<PAGE>
                                     PART I

FORWARD-LOOKING  STATEMENTS

The  matters  discussed  in  this  Form  10-KSB  may  contain  "forward  looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act  of 1995).  These statements can be identified by the use of forward-looking
terminology  such  as "believes," "expects," "may," "will," "intends," "should,"
or  "anticipates"  or  the  negative  thereof  or  other  variations  thereon or
comparable  terminology,  or  by  discussions of strategy that involve risks and
uncertainties.  The  safe  harbor  provisions  of  Section 21E of the Securities
Exchange Act or 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by International Commercial
Television  Inc.  You  should  not  place  undue  reliance  on  forward-looking
statements.  Forward-looking  statements  involve  risks and uncertainties.  The
actual results that International Commercial Television Inc. achieves may differ
materially  from  any  forward-looking  statements  due  to  such  risks  and
uncertainties.  These  forward-looking  statements  are  based  on  current
expectations, and International Commercial Television Inc. assumes no obligation
to  update this information.  Readers are urged to carefully review and consider
the  various disclosures made by International Commercial Television Inc. in its
reports filed with the Securities and Exchange Commission that attempt to advise
interested  parties  of  the  risks  and  factors  that may affect its business.

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

OVERVIEW

We produce long-form and short-form infomercials and sell our proprietary brands
of  advertised  products  directly  to  our  viewing  audience.  The goal of our
business  plan  is  to  create  brand awareness through our infomercials so that
these brands and their families of products may be sold in dedicated shelf-space
areas by product category in traditional retail stores. We acquire the rights to
the  products  that we market via licensing agreements, acquisition and in-house
development.  We  currently sell these products domestically and internationally
via  infomercials.  Our  success  is  dependent,  in  part,  on  our ability to:

     -    source suitable direct response television products;

     -    produce profitable infomercials that attract and retain viewer
          interest;

     -    create brand awareness through our infomercials; and

     -    capitalize on the brand awareness we create in our infomercials to
          sell the products featured in our infomercials, along with related
          families of products, in traditional retail stores under our
          established brands.

We  currently  produce  short-form  and  long-form  infomercials.  A  short-form
infomercial is a 30-second, 60-second, or 120-second direct response commercial,
while  a  long-form  infomercial  is  a  28-minute-and-30-second direct response
commercial.  Short-form  infomercials  generally  feature  products  that can be
explained or demonstrated in two minutes or less, with a selling price of $29 or
less.  Long-form infomercials generally feature products with a selling price of
$30 - $300 and are generally unique, with more benefits and features, and thus a
need  for  lengthier  demonstrations  and  explanations.

While  our  domestic division was our primary revenue source for the fiscal year
ended  December  31,  2000,  our  international division was our primary revenue
source  for  the  fiscal year ended December 31, 2001. Over 99% of our sales for
the  year  ended  December  31,  2001,  were  generated  from  products  sold on
international  infomercials,  compared to approximately 33% of our sales for the
fiscal  year ended December 31, 2000. Our focus for the year 2001 shifted to the
international market for several reasons.  First, we perceived a high demand for
infomercial  products  in  the international market.  Second, our management has
relationships  with  several international infomercial operators, and we thought
we  could  use  those  relationships to our advantage, especially when marketing
third-party  products.  Third,  we decided to postpone marketing Derma Wand, one
of our primary products, in the United States until we obtain FDA clearance, but
we do have clearance to market Derma Wand internationally.


                                        1
<PAGE>
Finally,  many  of  our  infomercials  for  our  primary products are in need of
updating,  and we felt we should wait until we have the funding to modernize the
infomercials  before  we  air  them  in  the  United States. Although we plan to
continue  to  devote attention to and to expand our international operations, we
expect  the  vast  majority  of  our revenue in the future to come from domestic
sales.

In  addition  to  products  that  we own or have the exclusive license to market
(which  we  refer  to  as  "our  products" or "our own products"), we act as the
international distributor for products owned by third parties (which we refer to
as  "third-party  products").  For third-party products, we locate international
infomercial  operators  to  sell the product, and we receive either a royalty or
the  difference  between  the  price  at  which  we  sell  the  product  to  the
international  infomercial  operator  and  the  price  at  which  we acquire the
product.  In  most instances, there are previously existing infomercials for the
third-party  products.  We  generated approximately 69% of our total revenue for
the  year  ended  December  31,  2001,  from  the  sale of third-party products.

We  are  a  Nevada  corporation,  and our headquarters are located at Suite 203B
Kimmen  Center,  2300  N.  Dixie  Highway,  Boca  Raton,  Florida  33431-7657.

CORPORATE  HISTORY

Our  predecessor,  The  Gun Store, Inc., was incorporated in Montana on February
11,  1993.  On June 25, 1998, The Gun Store, Inc. reincorporated in Nevada under
a  voluntary  share  exchange  with  Moran  Dome  Exploration,  Inc.,  a  Nevada
corporation.  Moran Dome was incorporated on June 25, 1998.  Under the exchange,
The Gun Store's 100 issued and outstanding shares of common stock were exchanged
pro  rata for 1,000,000 shares of Moran Dome Exploration, Inc. common stock.  At
the  same  time, Moran Dome entered into an agreement with Canadex Ventures Inc.
for  the  rights to market, manufacture and use oxygen-enriched water for mining
and  mineral  extraction  in Alaska. The agreement with Canadex terminated on or
about  December  1998. Moran Dome entered into a similar agreement with David R.
Mortenson  &  Associates in April 1999, for the license to manufacture and use a
product  known as Biocatalyst for mining, mineral extraction and ore processing.
Moran Dome did not adequately exploit the rights granted by David R. Mortenson &
Associates,  and  those  rights  lapsed.

In  April  2000,  Moran Dome entered into and closed a share and option purchase
agreement  with  Kelvin  Claney,  Robin Jan Claney and William Ainslie Reece, in
their capacity as trustees of The Better Blocks Trust, which owned or controlled
all  of the equity interest in Windowshoppc.com Limited, R.J.M. Ventures Limited
and  Better  Blocks  International  Limited.  Under  the  agreement,  Moran Dome
purchased  all  of  the  equity  interest in Windowshoppc.com Limited and R.J.M.
Ventures  Limited  and  an option to purchase all of the equity in Better Blocks
International Limited, as well as a license to all of the assets owned by Better
Blocks  International  Limited.  The  purchase  price  under  the  agreement was
8,000,000  shares  of  Moran Dome's common stock and a $590,723 promissory note.
The  option  exercise  price  is  the  issuance of another 500,000 shares of our
common  stock.

Following  the  transaction with The Better Blocks Trust, our objective has been
to  acquire  products  by  either  licensing arrangement or acquisition that are
suitable  for  profitable  direct  response  television  advertising.

In March 2001, we amended and restated our articles of incorporation and changed
our  name  from  Moran  Dome  Exploration,  Inc.  to  International  Commercial
Television  Inc.

INDUSTRY  OVERVIEW

In  1984 the Federal Communications Commission (FCC) repealed its limitations on
advertising  minutes  per  hour, which permitted the sale of 30-minute blocks of
television  advertising  and  the  birth  of the infomercial industry.  Prior to
1984,  it  was virtually impossible to produce a television infomercial, because
the  maximum  allowable  minutes  of  commercial  messages  per hour was only 16
minutes  under FCC standards. By the 1980s, the cable television industry was no
longer  regulated,  which  resulted in a rapid abundance of cable channels.  The
increase  in  cable  channels  meant  there  was more available media time.  The
producers  of  infomercials  capitalized  on  this by purchasing media time from
cable  channels  to  air  their  infomercials.  The  infomercials  combined  the
concepts of retail marketing and direct response marketing into a talk-show-type
format.   In  the  1980s,  increased  attention  from  the  FTC, as well as from
federal and state consumer protection agencies, led to more stringent regulation
of  the  industry  and  the  development  of  the National Infomercial Marketing


                                        2
<PAGE>
Association  (now  the  Electronic  Retailing  Association) as a self-regulatory
organization.  Infomercials  and  home  shopping  channels  soon became a widely
accepted  manner  by which to obtain information regarding products and services
and  to  purchase  products and services from home.  As time has progressed, the
infomercial  industry  has  grown  steadily  to  include  a  greater variety and
quantity  of  products  marketed  through  infomercials.

MARKET  OPPORTUNITY

     DIRECT  RESPONSE  TELEVISION  INDUSTRY

The direct response television industry continues to grow.  According to a study
by  the  Direct  Marketing Association, which was coordinated by the WEFA Group,
consumer  sales  in  the United States from direct response television grew from
$42.1  billion  in  1995 to $69.8 billion in 2000, a 10.6% year-over-year growth
rate.  Sales  for  2005  are  projected  to  reach  $101.8  billion.

     TRADITIONAL  US  RETAIL  MARKET

According  to  the  U.S. Census Bureau, the total value of U.S. retail sales for
the  year  2000  was  $3.08  trillion. Census data provides that retail sales of
automotive  parts  and  accessories  (including  tire  stores) amounted to $73.6
billion;  sales  of  household  appliances  amounted  to $12.3 billion; sales of
hardware  appliances amounted to $14.7 billion; and sales of health and personal
care  products amounted to $158.5 billion.  These figures represent the value of
goods  purchased  in  retail  stores  under  each  category  and  do not include
electronic  shopping  or  mail  order  shopping.

THE  INTERNATIONAL  COMMERCIAL  TELEVISION  SOLUTION

We have noticed that many of our competitors who produce successful infomercials
fail to capitalize on that success by associating the products featured in their
infomercials  with  a  particular  brand.  We  think  that  there  is  a  unique
opportunity  to  do so.  Our goal is to create several brands of products and to
introduce  our brands of products to the market by airing infomercials featuring
one  or  a  few anchor products for each particular brand. As our brands achieve
recognition  through  the  infomercial of the anchor product(s), we plan to sell
the  anchor  product(s)  and  related families of products under those brands in
traditional  retail  stores.  Our objective is to have our brands of proprietary
products  sold  in  retail  stores  in  dedicated  shelf  space areas by product
category.  We  are  currently  developing  the  infrastructure  we  will need to
develop  our  brands  and to take families of products under those brands to the
traditional  retail  environment.

OUR  PROPOSED  BRANDS  AND  CURRENT  PRODUCTS

We  continually  seek  to  develop,  acquire  or  obtain the license to consumer
products  that we feel can be distributed and marketed profitably, especially in
the  retail environment.  Our success depends, in part, on our ability to market
products  that  appeal  to  viewers  and  that  can  be easily associated with a
particular  brand.   In  order to succeed, we must also be cognizant of the need
to identify new products to supplement and possibly replace our existing product
lines  as  they  mature  through  product  life  cycles.

We feel that our product development and marketing department is the backbone of
our company.  We put forth extensive effort to research and develop new products
that  are unique and that will be suitable both for direct response marketing in
infomercials  and for sale in traditional retail stores.  Our development of new
product ideas stems from a variety of sources, including inventors, trade shows,
strategic  alliances with manufacturing and consumer product companies, industry
conferences, and the continuous review of new developments within targeted brand
and  product  categories.  In  addition, we also receive unsolicited new product
proposals  from  independent  parties.

Our  Chief  Executive  Officer,  Kelvin Claney, has been sourcing products since
1984  and has made contacts over the years with trading companies, manufacturers
and manufacturers' representatives in Hong Kong, Taiwan, United Kingdom, Israel,
South  Africa,  Australia,  New  Zealand,  Canada  and the United States.  These
parties  often  forward  newly-developed  products  to Mr. Claney to promote and
bring  them  to  the  marketplace  through  direct  response  marketing.


                                        3
<PAGE>
Mr.  Claney  and  his personal representatives have also attended consumer trade
and  home shows throughout the world, including England, Italy, Germany, France,
Israel, Finland, Australia, New Zealand, Canada and the United States.  Over the
years  on  such  visits,  Mr.  Claney  has established contacts with persons who
actively  sell  and  promote  various  new  products  and  look to have a direct
response  company  market  them.

Individual  inventors  looking to find a direct response marketer to help launch
their  product  are also referred to us by persons Mr. Claney and our management
team  have  come  to  know over the years through working in the direct response
marketing  industry.

The  Company  also internally generates ideas for new products that it wishes to
develop.  If  the  Company  has an idea for a product, it will present prototype
specifications  to  one  of  its  manufacturers  to develop a prototype, and the
Company  will  then  evaluate  the feasibility of selling the product through an
infomercial.

When  we  evaluate a product for its suitability for an infomercial, we consider
how  appropriate  it  is  for  television  demonstration and explanation and how
consumers  will  perceive  the  value  of  the  product.  Part  of our selection
criteria  for  new  products  is  as  follows:

     -    The  product  must be capable of being profitable in a direct response
          television  advertising  environment,  i.e., the product is capable of
          standing  a  four-to-five mark-up ratio (determined by dividing retail
          price by cost of goods), while still representing good perceived value
          to  the  consumer;

     -    The  product  must  have  the possibility of being sold in traditional
          retail  stores  under  a  particular  brand;

     -    The  product  must  be  well-suited  for  display  on  television;

     -    The  product  must  have  a unique "hook" to it so that it catches the
          attention  of  the  viewer;

     -    The  product must have unique features and what the consumer considers
          to  be  "amazing"  benefits;

     -    The  product  must be demonstrable. In our experience, the more we can
          visually  demonstrate  how the product will change the consumer's life
          and  has  compelling,  real  person  testimonials  to  support it, the
          greater  the  opportunity  that  it  will  be  profitable;

     -    The  product  must  have  mass  audience  appeal;

     -    The  product  must  be  relatively  easy  to  ship;  and

     -    The  product,  in  its  present  form,  should  be currently otherwise
          unavailable  in  the  marketplace.

We  currently  have  trademark  applications  pending  with  the U.S. Patent and
Trademark  Office  for the following product family brands:  Beauty Fx, Home Fx,
Fun  Fx  and  Kitchen  Fx.  We  expect to know if our trademarks are accepted by
April  2002.  In  addition, we have a trademark application pending for Auto XL.
We  received  the  trademark  and  the  application  for  the  trademark  via an
assignment  from  Dimensional  Marketing  Concepts.

     BEAUTY  FX  AND  DERMA  WAND

If our trademark for Beauty Fx is granted, we intend to market a line of health,
beauty, skin care, nail care and cosmetic products under the Beauty Fx brand. We
plan  to anchor the Beauty Fx brand with a product called Derma Wand. Derma Wand
is  a  compact, completely hand-held, high-frequency skin care appliance that is
designed  to  reduce fine lines and wrinkles and improve overall skin appearance
by  producing  enriched  oxygen  (ozone)  to  sterilize  the  skin.

We  have  a  worldwide,  non-exclusive  license  from  Omega  5  Technologies to
manufacture, market and distribute Derma Wand.  We began to market Derma Wand in
April  2000.  Approximately  63%  of our revenue for the year ended December 31,
2000,  came  from  sales  of  Derma  Wand  during  our  test-market phase.  Upon


                                        4
<PAGE>
completion  of  our test-market of Derma Wand, we decided to postpone selling it
in  the  United States, because we were concerned that it might be classified by
the  FDA  as  a  medical  device  under  the  FDC Act, which requires pre-market
approval  clearance.  We  are  currently  working  with  Omega 5 Technologies to
obtain this clearance from the FDA, as is more fully described under the section
entitled  "Government  Regulation."  We  hope  to have this clearance within the
next  fiscal  year.

After  our  United States test market of the Derma Wand infomercial, we began to
focus  on  the  international  market.  For the year ended December 31, 2001, we
generated  approximately  $208,000  in revenue from international sales of Derma
Wand.  The  price  consumers  pay for Derma Wand varies from country to country,
however,  it  generally  ranges  from  approximately  $100-$120.

We  anticipate  that Derma Wand, and related lines of health, beauty, skin care,
nail  care  and cosmetic products under the Beauty Fx brand, will be our primary
source of revenue for the short term. If we are granted our trademark for Beauty
Fx, we will adapt our infomercial and packaging for Derma Wand to say that Derma
Wand  was brought to the consumer by Beauty Fx. If we are not granted the Beauty
Fx trademark, we will seek a different brand name for Derma Wand and its related
products.

     HOME  FX  AND  SMART  STACKS

If  our trademark is granted for Home Fx, we intend to market various housewares
and  home products under the Home Fx brand.  We plan to anchor the Home Fx brand
with Smart Stacks.  Smart Stacks is a rotating storage system composed of layers
of  clear  plastic trays that stack on top of each other with an opaque base lid
and  top  tray lid.  The trays may be stacked as high or low as needed, enabling
the  system  to  be tailored to fit into different sizes of cupboards or spaces.
At  the  back  of  each  tray  is  a  round  spindle  that  enables each tray to
independently  rotate  out,  such  that  any one tray in the stack may be opened
without dissembling the whole stack.  Smart Stacks has the ability to be used as
a freestanding or transportable snack and appetizer server.  Each clear tray has
a removable divider running across it so that the tray may be divided in half in
order  for  two  different  foods  to be stored in the same tray.  The system is
designed so that individual food odors from each tray will not be transferred to
the  food in another tray.  Smart Stacks may be used for wet food storage in the
refrigerator,  but  also may be used to store a variety of other household items
such  as  dry  food,  hardware,  toys, fishing tackle, cosmetics, stationary and
sewing  aids.

Prior  to  April  2000,  Smart  Stacks was sold by a licensee of our subsidiary,
R.J.M.  Ventures Limited.  The first infomercial for Smart Stacks aired in 1998.
To  date, we estimate that over one million individual sets of Smart Stacks have
been  sold  throughout  South  Africa,  New  Zealand, Japan, Philippines, Spain,
Eastern  Europe, Germany and the United States.   The sales price that consumers
pay  for  Smart  Stacks  ranges  from  approximately  $29.95  to  $39.95.

Our  marketing  efforts  to date with regard to Smart Stacks have focused on the
international  market.  Smart  Stacks  generated  approximately 14% of our total
revenue  over  the  fiscal year ended December 31, 2001. We plan to market Smart
Stacks  domestically  in  the third quarter of 2002, after we have re-edited the
infomercial  for  re-airing.  We  will  also  continue  to  market  Smart Stacks
internationally.  If we are granted the trademark for Home Fx, we will adapt the
infomercial  and  packaging of Smart Stacks to say that Smart Stacks was brought
to  the  consumer  by  Home Fx.  If we are not granted the Home Fx trademark, we
will  seek  a  different  brand  name for Smart Stacks and its related products.

     FUN  FX  AND  BETTER  BLOCKS

If  our  trademark  application is granted for Fun Fx, we intend to market toys,
games  and other types of home entertainment under the Fun Fx brand.  We plan to
anchor  the  Fun  Fx  line  of  products with Better Blocks.  Better Blocks is a
plastic  children's  building  block system, which, unlike conventional building
systems,  will bend shape, curve and move.  The standard set of Better Blocks is
designed  for children three years of age and older, while Bigger Better Blocks,
which  are eight times bigger than the standard Better Blocks, are available for
children  zero  to  three years of age.  The range of Better Blocks has expanded
over  the years due to developments in the plastics industry.  Better Blocks was
first  offered in only primary colors, but now is available in glow-in-the-dark,
sparkle,  and  magic  color-changing  colors.


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<PAGE>
We acquired the exclusive, royalty-free worldwide license to manufacture, market
and  distribute Better Blocks under the Share and Option Purchase Agreement with
The  Better  Blocks  Trust  in  April  2000.  The  Better Blocks infomercial was
conceived  and  developed  in 1992 by Kelvin Claney, our chief executive officer
and  director,  and  the  first  infomercial  for  Better  Blocks  aired  on the
Nickelodeon  national cable system that year.  Various versions of Better Blocks
infomercials  aired  during the 1990s, both domestically and internationally. In
one  instance  on  a  special 24-hour promotion on QVC-USA, a live home shopping
channel,  Better  Blocks  products generated approximately $1.3 million in gross
revenue. In addition to the United States, Better Blocks infomercials have aired
in  Canada,  the  Middle  East, Russia, China, France, Finland, Poland, Hungary,
South  America,  Britain,  Australia and New Zealand.  The sales price of Better
Blocks depends on the type of Better Blocks purchased, but generally ranges from
$29.95 to $59.95.  For the year ended December 31, 2000, Better Blocks generated
approximately 21% of our total revenue. For the year ended December 31, 2001, we
did  not  generate  any  revenue  from  Better Blocks, because the Better Blocks
longform  infomercial  is in need of modernization and we decided not to air it.
We  expect  to  modernize  the  longform Better Blocks infomercial in the second
quarter  of  2002.  We  expect  to  air  the  modernized  longform Better Blocks
infomercial  internationally  at  the  end  of  the  second  quarter of 2002 and
domestically  in  the  third  quarter  of  2002.  We  granted  TelAmerica  Media
Incorporated  ("TAM")  the  exclusive  right  to  air  a shortform Better Blocks
infomercial  from  September  30,  2001  to December 29, 2001, in exchange for a
royalty  of  $1.50  for  each 1000-piece Better Blocks kit sold.  The 1000-piece
combination  pack  of  Better  Blocks  includes  rainbow-colored blocks, sparkle
blocks,  glow-in-the-dark  blocks  and  magic  color-changing  blocks. If we are
granted the Fun Fx trademark, we will adapt our infomercial and packaging to say
that Better Blocks was brought to the consumer by Fun Fx.  If we are not granted
the  Fun Fx trademark, we will seek a different brand name for Better Blocks and
its  related  products.

     KITCHEN  FX

If  our  trademark  application is granted for Kitchen Fx, we intend to market a
line  of  kitchen appliances and utensils under the Kitchen Fx brand.  We are in
the  initial stages of development of a cooking device based on a patent that we
were  assigned.  We  plan to have a working model of the cooking device ready in
the  last  quarter  of  2002  and  to produce an infomercial for it in the first
quarter of 2003.  Presently, we are evaluating different products, including the
cooking  device,  in the kitchen product category to determine a suitable anchor
product to launch under the Kitchen Fx brand.  If we are not granted the Kitchen
Fx  trademark,  we  will  seek  a  different brand name for our intended kitchen
product  line.

     AUTO  XL

We  have  an  application  for  registration  pending  with  the U.S. Patent and
Trademark  Office  for the trademark Auto XL.  We received the trademark and the
application  for  its  registration via an assignment from Dimensional Marketing
Concepts,  Inc.  in  November  2001.  We  intend to market a range of automotive
products  under the Auto XL brand, beginning with a protective paint sealant. We
have  completed  development of a prototype of the paint sealant, and we engaged
in preliminary product testing of it in the first quarter of 2002.  We intend to
begin  production  of  an  infomercial  for  the paint sealant by the end of the
second  quarter  of  2002.  We plan to expand the product line under the Auto XL
brand  by  developing a full range of paint sealants and other automotive beauty
products,  in  addition to individual specialized additive products for treating
engines, powertrains, gasoline and fuel systems.  We expect our products that we
market  under  this  brand to generate a significant amount of our total revenue
beginning  in  the  second  half  of  2002.

THIRD-PARTY  PRODUCTS

During  the  last  two  fiscal  years,  we  rolled out the following third-party
products  in  the international market:  Cybersonic, Fight The Fat, Aussie Nads,
Auto Hammer and Mojave Sunglasses.  Our rights to these third-party products are
in  the  form of informal licenses from the owners of the products to act as the
international  distributor.  As  the  international  distributor,  we  locate
international  infomercial  operators  to  air  the infomercials, and we receive
either  royalties  from  the sales of the products or the difference between the
price at which we sell the product to the international infomercial operator and
the price at which we acquire the product. The majority of our total revenue for
the  year  ended December 31, 2001, came from the sales of third-party products,
which  consisted  primarily  of  Cybersonic  and  Fight  the  Fat.


                                        6
<PAGE>
MARKETING,  SALES,  PRODUCTION  AND  DISTRIBUTION

We  use  infomercials as an initial means to advertise and promote our products,
because  we  feel  that infomercials communicate information to a mass market of
television  viewers  in  a  cost-effective  way that creates brand awareness and
produces  future  sales  in  traditional  retail  stores.  We  generally  air
infomercials  in non-peak time slots because media costs are less than peak-time
slots.  We  believe  infomercials:

     -    educate the consumer;

     -    develop brand recognition; and

     -    allow  us  to  easily  measure the results of our marketing efforts so
          that  we  can continually market our products on a commercially viable
          basis.

Infomercials  allow  us  to demonstrate our products so that the consumer has an
opportunity  to gain an understanding of the functionality and usefulness of the
product.  With  new products, there is a strong need for consumer education, and
we  feel  that  infomercials  are  an  effective  educational  tool.

More  importantly,  we feel that infomercials create brand recognition.  Viewers
of  a long-form infomercial are exposed to the name and features of a particular
brand  and  product  for  nearly  thirty  minutes.  We  think  that  this  brand
recognition  will  make  it  easier to market the featured product in the retail
environment,  because consumers who have seen our infomercials will already have
been  exposed  to  the  brand.  We  expect  other  products  within the featured
product's  family  to  benefit from brand association in the retail environment.
We  believe this introduction of product family brands through infomercials will
save  much  time,  money  and  effort  that  we would otherwise have to spend on
marketing  if  we  were  to introduce our products to traditional retail without
airing  the  infomercials  first.

We  also think infomercials are an easy means by which to measure the success of
our  marketing efforts.  We can measure how successful an infomercial is or will
be  by  doing a media test.  If the product performs well during test marketing,
we  can increase the media time for the infomercial.  We can also target certain
markets by buying media time in particular locations or cities.  The products we
sell  via our infomercials may do well in some markets, but not in others.  When
orders are placed, we gather demographic information about the purchaser and use
this  information  to  determine  our  future  target  markets.  If a particular
infomercial  is  not generating positive results, we will either stop airing it,
or  we  will  decrease  our  media  spending  in  order  to  minimize  losses.

We  contract with several independent companies to manufacture our products.  In
general,  we  place  an  order with the manufacturer and we pay the manufacturer
cash upon shipment of the goods.  In some instances, we provide the manufacturer
with  an  advance payment to cover a portion of the manufacturers' costs, and we
pay  the  balance  after the goods are shipped.  Alfred Holt and Co. Ltd. in New
Zealand  is  our  Better  Blocks  manufacturer.  Creative  Plus Ltd. in China is
currently  our  manufacturer  of Smart Stacks and Derma Wand. Protec Co. Ltd. in
Taiwan  manufactures  Cybersonic.

We  contract  with  West  Telemarketing  to answer phones and capture orders for
products  sold  through  our  infomercials.  Our  storage  of  inventory  and
fulfillment  of  orders  is  performed  by  Innovative  Chemical  Corporation, a
contract  fulfillment  company  in New York.  We contract out these functions to
keep  our  fixed  overhead  costs  to  a  minimum  and  to maximize our time for
implementing  our  business  plan.

We  generally  fulfill  our orders within 30-50 days of the date customers order
our  products.  If  for  some reason we are unable to fulfill an order within 50
days  of  the  date  of  a customer's order, then we provide the customer with a
letter  explaining  the  reason for the delay.  The letter will also provide the
customer  with a revised shipping date not to exceed 30 days, and will offer the
customer an option to either consent to the delay in shipping or to cancel their
order  and  receive  a  prompt  refund.


                                        7
<PAGE>
     INFOMERCIAL  PRODUCTION

We  contract  with independent production companies to produce our infomercials.
We  have  relationships  with several independent producers, and we contract out
such  functions  as  a  way  to  keep our overhead to a minimum.  The production
companies  generally  work for cost plus a royalty of between one to two percent
of  sales, not including shipping and handling.  Such royalties are usually paid
out over the sales life of the product.  In the case of our own products, we are
responsible for paying the royalties to our production companies, whereas in the
case  of  third-party  products,  the  owner  of  the  third-party  product  is
responsible  for  paying royalties to the company that produced its infomercial.
We,  along  with  the owner or inventor of the product, as the case may be, will
generally have input in the production process.  We utilize a company specialist
to  oversee  all  scripting, filming and editing of the infomercial, and we take
great  care to ensure that the infomercial is produced in such a way that it can
easily  be  adapted  to  international  markets.

     MEDIA  TESTING

Once  the  infomercial  is  produced,  we  build up or acquire a small amount of
inventory  and  purchase  $10,000-$20,000 worth of media time through one of our
preferred  direct  response  television  specialist  media  agencies to test the
infomercial in select target markets.  The agencies generally have comprehensive
records  of  the markets and time slots in which certain product categories have
historically  sold  well.  The  agencies  also  have  comprehensive tracking and
analyzing  programs to test and track the sales response in the markets where we
air  our  infomercials.  The  agencies will provide us with a report showing the
amount  of  revenue  generated  from the infomercial as a ratio to media dollars
spent.  For  example,  a  1:2.5 ratio means that for every $1.00 spent on media,
$2.50 was generated in sales.  We take this information, along with other things
such  as  cost  of  goods,  fulfillment charges, telemarketing costs, insurance,
returns, credit card commissions and shipping costs and generate our own reports
to  assess  the  success  of  the  infomercial  in  our  target  markets.

     PRODUCT  ROLL-OUT

If a positive result is achieved during media testing, we will begin to build up
inventory  of  the  product  and  "roll out" the infomercial on a wider scale by
increasing  media  spending  on a weekly basis until a point just before returns
diminish.  When  we  roll  out  infomercials,  we  generally  spend  around
$75,000-$100,000  per  week  for  media  time  for a long-form infomercial and a
minimum  of  $50,000 per week for a short-form infomercial.  We monitor results,
payoffs  and  profitability  of  our infomercials on a daily basis and aim to be
very  cautious  as  to  when  and  how we go about rolling out our infomercials.

In  our  experience,  a  "good average" infomercial, which we define as having a
media  ratio  of 1:2.5, will have a life span of 8 to 12 months and will, at its
peak, sustain $150,000-$200,000 in media spending per week. A "hit" infomercial,
which we define as having a media ratio of 1:4 or greater, will have a life span
of  12  to  24  months, and at its peak, will sustain $600,000-$700,000 in media
spending  per  week.

     INTERNATIONAL  SALES

The  goal  of  our  international  division  is  to establish solid distribution
relationships  in  each  country  where we air infomercials. By doing so, we can
tailor  our  products  and  production  for  each  individual  region, and forge
relationships  with  local  experts  and established companies that are intimate
with  the  marketplace.  When  a  product  that  was  domestically  sold  in  an
infomercial  is  prepared  for  international  distribution,  the  international
infomercial operator will dub the infomercial, develop product literature in the
appropriate  foreign language and review the infomercial's compliance with local
laws.  The international infomercial operator will then test the infomercial and
roll  it  out on a larger scale if the test marketing is successful.  We believe
that  almost  every  well-produced  infomercial  will produce profitable margins
somewhere  internationally,  even  if  it  has  failed  in  the  United  States.

For  the  year  ended December 31, 2001, international sales contributed to over
99%  of  our  revenue.  Although  we do not expect international sales to be our
primary  source  of  revenue  in  the future, we do expect to continue to devote
attention  to  the  international  market  and  to  have  our infomercials aired
internationally  on  a  daily  basis to millions of people through our strategic
alliances  that  we  have and will continue to develop throughout the world.  We
are  working to leverage our line of products that we market internationally and
test  which  shows sell best in each country and region.  We have recruited Greg
LaRoza,  a  specialist  with  eight  years  of  experience  in  international
distribution,  to  be our director of international export and product sourcing.
Mr.  LaRoza's  contacts  and  relationships  in  the  international  infomercial
industry  have  been  a  tremendous  benefit  for  our  business.


                                        8
<PAGE>
     TRADITIONAL  RETAIL  SALES

We  aim  to  capitalize on the brand and product awareness we create through our
infomercials  by selling our proprietary brands of products and related families
of  products  under  those  brands  in  dedicated  shelf-space  areas by product
category in traditional retail stores.  We believe that traditional retail sales
are  a  logical step to take after we create brand and product awareness through
our  infomercials,  because  we will not have to incur any significant marketing
costs and expenses that consumer product companies would otherwise have to incur
when  introducing  their  products  to  the  traditional  retail  environment.

We are currently working toward creating the infrastructure that we will need in
order to take our brands and products to the traditional retail environment.  In
August  2001,  we entered into an agreement with Dimensional Marketing Concepts,
Inc.  to  act  as  an  independent sales representative to manage the promotion,
marketing  and  sale of certain of our products into retail channels of trade in
the  United  States  and Puerto Rico. We plan to enter the retail environment by
the  fourth  quarter  of  2002.

     OTHER  DIRECT  RESPONSE  SALES  METHODS

Once  we  have  rolled out a product in an infomercial, we prepare to distribute
the  product  via  other  direct  response methods, such as mail order catalogs,
direct  mail,  credit  card statement inserts and live appearances on television
home  shopping  channels,  such  as  QVC.  We believe that this is an additional
means  by which to use the brand awareness we create in our infomercials, and to
reach  consumers  who  might  not watch television.  These other direct response
methods  also  extend  the  time  period  during  which each of our products can
generate  revenue.

CUSTOMER  SERVICE

We  aim  to  provide  our customers with quality customer service.  We generally
offer  an  unconditional  30-day  money  back return policy to purchasers of our
products.   Our  policy  is to investigate the cause of returns if returns begin
to  undermine  our  expectations  for  a  product's  profitability.  We have not
performed  any such investigations because our return ratios have generally been
tolerable,  in  the  range  of  three  to  five  percent.

COMPETITION

We  compete directly with several established companies that generate sales from
infomercials and direct response television, as well as small independent direct
response  television producers. Our competitors also include companies that make
imitations  of products at substantially lower prices.  Products similar to ours
may  be  sold  in  department  stores,  pharmacies,  general merchandise stores,
magazines,  newspapers, direct mail advertising, catalogs and over the Internet.
Many  of  our  major competitors, which include Reliant Interactive Media Corp.,
Infotopia  Inc.  and  Guthy-Renker  Corp., have substantially greater financial,
marketing  and  other  resources  than  us.

We  expect that we will face additional competition from new market entrants and
current  competitors as they expand their direct marketing business models.  The
barriers to entry in the infomercial industry are fairly low, but there are many
difficult hurdles for young entrants to overcome if they are to be successful in
the  long-term.  To  be  competitive,  we  believe  we must respond promptly and
effectively  to  the  challenges of technological change, evolving standards and
our  competitors'  innovations.  We must also source successful products, create
brand  awareness  and  utilize  good sales pitches for our products.  We believe
that  although  we  have  a  limited  operating  history,  we  are strategically
positioned  to  compete  because  of  our  management's  experience  and  strong
relationships  in  the  industry.  In  addition,  we  feel  that associating our
products  with  particular  brands  and  focusing  on  the  traditional  retail
environment,  as  we  intend  to  do,  will give us a competitive advantage over
traditional  infomercial  companies  who  fail  to  capitalize  on  the consumer
awareness  they  create  via  their  infomercials.


                                        9
<PAGE>
INTELLECTUAL  PROPERTY

Our  success  is  dependent, in part, upon our proprietary rights to our primary
products.  The  following consists of a description of our intellectual property
rights.

     -    TRADEMARKS

          We  have  several registered trademarks for Better Blocks in countries
          throughout  the  world.  The United States Patent and Trademark Office
          has  accepted our statement of use for Smart Stacks, and we expect the
          trademark  for  Smart  Stacks  to  be  registered  in  due  course. In
          addition, on August 21, 2001, we filed trademark applications with the
          United  States  Patent  and  Trademark  Office  for Beauty Fx, Fun Fx,
          Kitchen  Fx  and  Home  Fx.  We  expect  to  know  if  our  trademark
          applications  for  these  brands  have been accepted by April 2002. In
          addition,  we  received  via  an assignment from Dimensional Marketing
          Concepts,  Inc.  the  trademark  known  as Auto XL, an application for
          which  is presently pending with the U.S. Patent and Trademark Office.

     -    PATENTS

          We  have  patents  for  the  toy building elements of Better Blocks in
          several  countries throughout the world. We also have the nonexclusive
          right to the use of the United States patent for Derma Wand, belonging
          to  Omega 5 Technologies, Inc., as is necessary to manufacture, market
          and  distribute  Derma  Wand.  In  addition,  we have the patent for a
          cooking apparatus that we are currently developing a prototype for and
          intend  to  market  under  the  Kitchen  Fx  brand,  if the Kitchen Fx
          trademark  is  granted.

     -    COPYRIGHTS

          We  have  copyright registrations for all versions of our infomercials
          for  Better  Blocks  and  Smart  Stacks.

     -    REGISTERED  DESIGNS

          We  have  registered  designs  for  Better Blocks in several countries
          throughout  the  world.

There  can  be  no  assurance  that  our current or future intellectual property
rights, if any, will not be challenged, invalidated or circumvented, or that any
rights  granted  under  our  intellectual  property  will  provide  competitive
advantages to us.  In addition, there can be no assurance that claims allowed on
any future patents will be sufficiently broad to protect our products.  The laws
of  some  foreign  countries  may not protect our proprietary rights to the same
extent  as  do  the  laws  of  the  United  States.  We  intend  to  enforce our
proprietary  rights through the use of licensing agreements and, when necessary,
litigation.  Although  we  believe  the  protection  afforded  by  our  patents,
trademarks,  copyrights  and  registered  designs  has  value,  rapidly changing
technology  and  industry  standards make our future success depend primarily on
the  innovative  skills,  expertise, and management abilities of our team rather
than  on  patent  and  trademark  protection.

     ROYALTY  AGREEMENTS

In  April  2000,  we  assumed  from  R.J.M.  Ventures  Limited and Better Blocks
International  Limited,  by virtue of the Share and Option Purchase Agreement we
signed  with  The  Better  Blocks  Trust, the obligation to pay royalties on the
sales  of  Smart  Stacks  and  Derma  Wand  under  the  following  agreements:

     SMART  STACKS

          -    Under  a manufacturing, marketing and distribution agreement with
               Audrey  Watson, the inventor of Smart Stacks, we are obligated to
               pay  Ms.  Watson  royalties  of  between 2-5% of the net sales of
               Smart Stacks. The initial term of the agreement terminates in May


                                       10
<PAGE>
               2003. The agreement will thereafter automatically and continually
               renew  for  successive  additional 5-year terms, unless we are in
               material  default,  and  Ms. Watson notifies us in writing of her
               intent  to  terminate  the  agreement.

          -    Under  a  production  agreement  with  the  Broadcast  Arts Group
               ("BAG"),  we  are  obligated  to  pay  BAG royalties at a rate of
               between  2%  to  2.5% of adjusted gross revenues from the sale of
               Smart  Stacks.  We may terminate the contract with written notice
               if  we  elect  not to air the infomercial and market the product.

     DERMA  WAND

          -    Under a marketing and royalty agreement with Omega 5 Technologies
               ("Omega 5"), the developer of Derma Wand, we are obligated to pay
               Omega  5  a  royalty at a rate of $5.00 per unit for sales in the
               United  States  and  $2.50  per unit for sales outside the United
               States.  The  agreement  is  silent  as  to  its  duration.

          -    Under  a  production  agreement with BAG, we are obligated to pay
               royalties  to  BAG  at  a  rate  of: (i) 2% of our adjusted gross
               revenue  from  the sales of Derma Wand to consumers in the United
               States  in  direct  response  to airings of the infomercial; (ii)
               $1.00  for  each  unit sold in the United States to consumers via
               all  other means; (iii) 5% of the wholesale selling price to home
               shopping  retailers  to  which BAG renders wholesale coordination
               services; (iv) 2% of the selling price to televised home shopping
               retailers  as to which BAG does not render coordination services;
               and  (v)  $0.75  per  unit sold outside of the United States. The
               initial term of the agreement terminates on August 31, 2002. Upon
               expiration  of the initial term, the agreement will automatically
               and  continually  renew  for  successive  additional 3-year terms
               unless  either  party is in material breach and the non-breaching
               party notifies the breaching party of its intent to terminate the
               agreement.

          -    Under  an endorsement agreement with Susan Luigs Crenshaw, we are
               obligated  to  pay Ms. Crenshaw a royalty of $0.50 per unit sold,
               with  a  maximum  royalty  payment of $6,500 for any one calendar
               quarter  if  we  only  air the Derma Wand internationally. If the
               Derma  Wand  infomercial is rolled out in the United States, then
               the  fee  reverts  back to a flat $6,500 per quarter. The initial
               term  of the agreement terminates in October 2004, and thereafter
               will  automatically  and  continually  renew  for  successive and
               additional 5-year terms unless we are in material default and are
               notified  by  Ms.  Crenshaw  of  her  intent  to  terminate  the
               agreement.

On  August  10,  2001,  we  entered  into  an  agreement  with  TelAmerica Media
Incorporated  ("TAM"),  under which we granted TAM the right to exclusively sell
Better Blocks products by way of direct response television advertising using an
infomercial  owned  by  us for the period of September 30, 2001, to December 29,
2001.  Under  the  agreement, TAM was obligated to pay us a royalty of $1.50 per
each  sale  of  a  1000  piece  Better  Blocks  kit.

On  August  13,  2001,  we  entered  into  an  Independent  Sales Representative
Agreement  with  Dimensional  Marketing  Concepts,  Inc. to act as our exclusive
independent  sales representative to manage the promotion, marketing and sale of
certain  of  our products into retail channels of trade in the United States and
Puerto  Rico. Under the agreement, we are generally obligated to pay Dimensional
Marketing  Concepts a commission of 15% of the aggregate proceeds received by us
from  sales to Dimensional Marketing Concepts Inc. accounts, less taxes and such
things  as  markdowns, discounts, returns and refunds, etc.  The initial term of
the  agreement  terminates  in  December  2002.  The agreement automatically and
continually  renews  for additional and successive 3-year periods, unless either
party  notifies  the  other before the end of the renewal term, of its intent to
terminate  the  agreement.

On a limited basis, we receive royalties from international sales of third-party
products  that  we  market,  which  are  usually  based  on  oral  agreements.

GOVERNMENTAL  REGULATION

We  are subject to regulation by a variety of federal, state and local agencies,
including  the  Federal Trade Commission, the Federal Communications Commission,
the  Consumer  Product  Safety  Commission  and  the FDA under the FDC Act.  The


                                       11
<PAGE>
government  regulations  to  which we are subject vary depending on the types of
products  we manufacture and market.  As we begin to market a broader variety of
products  and  services,  we  may  become  subject  to  regulation by additional
agencies.

Some of our products, such as Derma Wand, are or may be classified in the United
States  as  a  medical  device  under  the  FDC Act, which requires a pre-market
approval application or clearance before the medical device can be marketed.  We
are  currently  working  with  Omega  5 Technologies to obtain FDA clearance for
Derma  Wand through a 510(k) notification, under which the FDA determines that a
medical  device  is  "substantially equivalent" to an existing, legally marketed
predicate  device  or a predicate device marketed before May 28, 1976.  Clinical
testing  of certain devices may be required as part of the 510(k) process. There
can be no assurance that the FDA will find a device substantially equivalent and
allow  marketing  of  the  device.  Even  if  the  device is found substantially
equivalent,  the  clearance  process  may  be delayed.  In addition, any medical
device we manufacture or distribute under FDA clearances or approvals is subject
to  pervasive  and  continuing  regulation  by  the  FDA.

As  an  electrical  product,  while  not  required  by law in the United States,
prudence  dictates  that  Derma  Wand comply with a recognized electrical safety
standard.  Derma  Wands that are manufactured in Canada receive a Certificate of
Compliance  from  CSA  International,  which  meets  the  requirements for North
America,  of  CSA  standard C22.2 No. 125-M1984 and UL standard No. 1431.  Derma
Wands  that  are  manufactured in China are manufactured to the above CSA and UL
standards  but  have  not been granted a CSA Certificate of Compliance because a
final  review  of  the  factory  has  not  been performed by CSA inspectors.  We
anticipate  that  this  review  will be completed if the 510(k) certification is
granted  and  the  product  is  needed  to be imported from China into the North
American  market.

International  regulatory  requirements  for sales of devices such as Derma Wand
vary  from  country  to  country.  Currently  we  obtain certifications that are
necessary  to  market  Derma  Wand internationally from Omega 5 Technologies, so
that  all  products  manufactured in China may have the "CE mark" affixed.  This
"CE  mark"  enables  the  Derma  Wand to be sold freely in Europe and most other
countries  outside  of  the  United  States.

We  are  also  subject  to  the  Federal  Mail/Telephone  Order Rule.  Under the
Mail/Telephone  Order  Rule,  it is an unfair or deceptive act or practice for a
seller  to  solicit  any  order for the sale of merchandise to be ordered by the
buyer through the mails or by telephone unless, at the time of the solicitation,
the  seller  has  a  reasonable basis to expect that it will be able to ship the
ordered  merchandise to the buyer within 30 days after the seller's receipt of a
properly  completed  order  from the buyer.  If the buyer uses credit to pay for
the  merchandise,  the  time  period  within  which  the  seller  must  ship the
merchandise to the buyer is extended to 50 days.  Under the Mail/Telephone Order
Rule,  the  seller,  among other things, must provide the buyer with any revised
shipping date. If the seller is unable to fulfill an order within 30 or 50 days,
as  the  case may be, then the seller must provide the buyer an option either to
consent  to  a  delay  in shipping or to cancel their order and receive a prompt
refund.

There can be no assurance that new laws, rules, regulations or policies that may
have an adverse effect on our operations will not be enacted or promulgated at a
future  date.

EMPLOYEES

We  currently  employ  a total of three employees, all of whom are full-time. We
consider our labor relations to be good.  None of our employees are covered by a
collective  bargaining  agreement.  If  our  business  grows  as  we project, we
anticipate  hiring  up  to  ten  new  employees  in  the  next  fiscal  year.

RESEARCH  AND  DEVELOPMENT

Our  research  and  development  expenses were approximately $3,000 for the year
ended  December 31, 2001, and approximately $169,000 for the year-ended December
31,  2000.  Our  research  and  development  costs  have consisted of efforts to
discover  and  develop  new  products  and  the  testing  and  development  of
direct-response  advertising  related  to  these  products.


                                       12
<PAGE>
AVAILABLE  INFORMATION  AND  REPORTS  TO  STOCKHOLDERS

We  are  subject  to  the  information and periodic reporting requirements under
Section  12(g)  of  the  Securities  Exchange  Act  and,  accordingly, will file
periodic reports, proxy statements and other information with the Securities and
Exchange  Commission.  Any  document  we  file  may  be  read  and copied at the
Commission's Public Reference Room located at 450 Fifth Street NW, Washington DC
20549.  Please  call  the  Commission  at 1-800-SEC-0330 for further information
about  the  public  reference  rooms.  Our  filings with the Commission are also
available  to  the  public  from the Commission's website at http://www.sec.gov.

ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

PROPERTIES

Our  current  executive offices are located at 203B Kimmen Center, 2300 N. Dixie
Highway,  Boca  Raton,  Florida  33431-7657,  and  our telephone number is (561)
417-0882.  We  currently  have  a  month-to-month  oral  lease for our executive
offices,  under which we pay approximately $400 per month.  In addition, we rent
a  portion  of  an  office  where  we  perform  administrative  duties  under  a
month-to-month  oral  lease  for  approximately  $145  per  month.

We believe that our present facilities will be suitable for the operation of our
business  for  the  foreseeable  future.

ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

We are not a party to any pending legal proceeding or litigation and none of our
property is the subject of a pending legal proceeding. Further, our officers and
directors  know  of no legal proceedings against us or our property contemplated
by  any  governmental  authority.

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

No  matters  were submitted to the Company's shareholders during the three-month
period  ended  December  31,  2001.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
-------------------------------------------------------------------------

MARKET  FOR  COMMON  EQUITY

There is no trading market for our common stock at present and there has been no
trading  market  to date.  There is no assurance that a trading market will ever
develop  or,  if such a market does develop, that it will continue. Owing to the
low  price  of the securities, many brokerage firms may not be willing to effect
transactions  in  our securities.  Even if a purchaser finds a broker willing to
effect  a  transaction  in  our  common  stock,  the  combination  of  brokerage
commissions,  state  transfer  taxes, if any, and other selling costs may exceed
the  selling  price.

We intend to apply to have our common stock included for trading on the NASD OTC
Bulletin  Board.  To  qualify  for  listing  on  the NASD OTC Bulletin Board, an
equity security must have a registered broker-dealer, known as the market maker,
who  is  willing  to  list bid or sale quotations and to sponsor the company for
listing  on the Bulletin Board.  We have entered into an oral understanding with
a market maker, and we expect our application for the NASD OTC Bulletin Board to
be  filed in April 2002.  If our application is filed and we qualify for the OTC
Bulletin  Board,  shareholders  may still find it difficult to dispose of, or to
obtain  accurate  quotations as to the market value of, the company's securities
trading  in  the  OTC  market.  Quotations  on  the  OTC  Bulletin Board reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions.

Our  securities  are also subject to Securities and Exchange Commission's "penny
stock" rules.  The penny stock rules may further affect the ability of owners of
our  shares  to  sell  their securities in any market that may develop for them.
There may be a limited market for penny stocks, due to the regulatory burdens on
broker-dealers.  The market among dealers may not be active.  Investors in penny


                                       13
<PAGE>
stocks  often  are  unable  to  sell stock back to the dealer that sold them the
stock.  The  mark-ups  or  commissions  charged  by  the broker-dealers might be
greater  than  any  profit  a seller may make.  Because of large dealer spreads,
investors  may be unable to sell the stock immediately back to the dealer at the
same  price the dealer sold the stock to the investor.  In some cases, the stock
may  fall  quickly in value. Investors may be unable to reap any profit from any
sale  of  the  stock,  if  they  can  sell  it  at  all.

HOLDERS

As  of March 26, 2002, there were 10,272,833 shares of common stock outstanding,
held  by  approximately  330  shareholders  of  record.

DIVIDENDS

To date we have not paid any dividends on our common stock, and we do not expect
to  declare  or pay any dividends on our common stock in the foreseeable future.
Payment of any dividends will be dependent upon our future earnings, if any, our
financial  condition,  and  other  factors the board of directors determines are
relevant.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Set  forth  below  is  information  regarding  the  issuance  and  sales  of our
securities  without  registration  during  the  past three years.  No such sales
involved  the  use  of an underwriter and no commissions were paid in connection
with  the  sale  of  any  securities.

On  April  28, 1999, Moran Dome issued a total of 1,000,000 shares of its common
stock  to  ten  members  of  David  R.  Mortenson & Associates in exchange for a
license to use a product called "Biocatalyst" for mining in Alaska.  Each member
of  David R. Mortenson & Associates was an accredited investor.  The issuance of
the  shares  was  exempt  from  registration  under  Rule  504  and  Rule 506 of
Regulation  D  under  Sections  3(b)  and  4(2),  respectively, of the Act.  The
following  members  of David R. Mortenson & Associates purchased the securities:
David  R.  Mortenson;  Terry  Fowler; Joshua J. Mortenson; Laurent R. Barbudaux;
Marie M. Charles; C.E. Kaiser; Ron Donovan Hinton Jr.; James R. Collins, D.V.M.;
Jock  R.  Collins,  D.V.M.;  Joshua  D.  Smetzer.

On  April 1, 2000, Moran Dome issued 8,000,000 shares of its common stock to the
trustees  of  The  Better Block Trust.  The Shares were issued under a share and
option  purchase  agreement  with  Kelvin  Claney,  Robin Jan Claney and William
Ainslie  Reece,  in their capacity as trustees of The Better Blocks Trust, which
owned  or  controlled  all  of  the equity interest in Windowshoppc.com Limited,
R.J.M.  Ventures  Limited  and  Better  Blocks International Limited.  Under the
Agreement,  the Company purchased all of the equity interest in Windowshoppc.com
Limited,  an option to purchase all of the equity in Better Blocks International
Limited  and  obtained  a  license to purchase all of the assets owned by Better
Blocks  International  Limited.  The  option  exercise  price is the issuance of
another  500,000  shares  of the Company's stock.  The sale of shares was exempt
from  registration under Regulation S of the Act, Rule 506 of Regulation D under
the  Act  and  Section  4(2)  under  the  Act.

On  October  15,  2000,  we concluded a private placement offering of our common
stock.  On  completion of the offering, a total of 149,500 shares were issued to
accredited  investors  at  $2.00  per share for total proceeds of $299,000.  The
offer and sale of stock was exempt from registration under Rule 504 and Rule 506
of  Regulation D under Sections 3(b) and 4(2), respectively, of the Act. 116,500
shares,  or  $233,000  of these sales, were also exempt under Regulation S under
the  Act,  due  to  the  foreign  nationality  of  the relevant purchasers.  The
following  investors purchased securities: Ian A. Aldred, 7,500 shares; Ellen D.
Briggs,  2,500  shares;  Lesley  Gail Carew, 2,500 shares; Kelvin Claney, 20,000
shares; The Colleen Claney Family Trust, 12,500 shares; Dagger Nominees Limited,
15,000  shares;  Arturo and Ma. Emilia Dazu Dimayuga, 2,000 shares; Paul Farmer,
1,000  shares;  Irvin  Jerold  Gross, 1,000 shares; Stephen James Jarvis, 25,000
shares;  David  Chow  Yum Kwan, 20,000 shares; D.N. Lawson, 2,500 shares; Region
South  Ventures  Limited, 30,000 shares; SAS Group, Inc., 5,000 shares; Kathleen
Sellers, 1,000 shares; Warren Scott Wilson, 1,000 shares; Susan R. Yeager, 1,000
shares.

On  September 28, 2001, we granted options to purchase up to 1,475,000 shares of
our  common stock to various directors, executives and employees under our Stock
Option Plan.  We granted 280,000 of those options at an option exercise price of
$0.50  per  share  and 1,195,000 at an option exercise price of $2.00 per share.
The  offer  and  sale of the options was exempt from registration under Rule 701
under  the  Act.  If Rule 701 under the Act is not available as an exemption, we
believe  the  offer  and  sale  of  the  options  was  exempt  under Rule 506 of
Regulation  D  under  the  Act and Section 4(2) under the Act.  In addition, the


                                       14
<PAGE>
offer  and  sale  of  60,000 options granted with an exercise price of $0.50 per
share  and  100,000  options  granted  at $2.00 per share were also exempt under
Regulation  S  under  the  Act,  due  to the foreign nationality of the relevant
purchaser.  We  granted  the  options  to  the  following persons:  Keith Smith,
70,000  options  at  $0.50  and 175,000 options at $2.00; Louis Basenese, 20,000
options at $0.50 and 150,000 options at $2.00; Richard Pitera, 20,000 options at
$0.50  and  150,000 options at $2.00; Thomas Crosby, 60,000 options at $0.50 and
100,000  options  at $2.00; William Flohr, 20,000 options at $2.00; Mark Solley,
40,000  options  at  $0.50  and  150,000  options  at $2.00; Greg LaRoza, 50,000
options at $0.50 and 300,000 options at $2.00; Thomas Woolsey, 20,000 options at
$0.50  and  150,000  options  at  $2.00.

INFORMATION  REGARDING  REGISTERED  OFFERING  OF  COMMON  STOCK

On  February 12, 2002, the Securities and Exchange Commission declared effective
a  registration statement on Form SB-2 (Commission file number 333-70878) for an
offering  of  2,000,000  shares  of  our  common  stock at $1.50 per share.  The
offering  commenced on February 12, 2002, and will terminate April 13, 2002.  We
are  conducting  the  offering  on a self-underwritten, best efforts, no minimum
basis.  The  total  offering consists of 1,500,000 original issue company shares
and  500,000  selling  shareholder  shares  to  be  sold in the following order:

<TABLE>
<CAPTION>
 SHARES    OFFERORS
---------  -------------------------------------------------------------------------
<S>        <C>
  300,000  Common stock to be offered and sold by the company
  200,000  Common stock to be offered and sold on behalf of the selling shareholders
  500,000  Common stock to be offered and sold on a pro rata basis, 60% on behalf
           of the selling shareholders and 40% by the company
1,000,000  Common stock to be offered and sold by the company
</TABLE>

The  following table summarizes the status of our offering as of March 26, 2002:

<TABLE>
<CAPTION>
                                        AGGREGATE OFFERING
                           AMOUNT         PRICE OF AMOUNT                    AGGREGATE OFFERING
                         REGISTERED         REGISTERED        AMOUNT SOLD   PRICE OF AMOUNT SOLD
                      ----------------  -------------------  -------------  ---------------------
<S>                   <C>               <C>                  <C>            <C>
COMPANY               1,500,000 shares  $         2,250,000  23,333 shares  $              35,000
SELLING SHAREHOLDERS    500,000 shares  $           750,000             --                     --
</TABLE>

We  estimate  that  we  will  incur  approximately $242,000 in total expenses in
connection  with  the issuance and distribution of our registered securities, if
the  offering  is  completely  sold.  For  more  information about our offering,
please  visit  the  Securities  and  Exchange  Commission's  website  at
http://www.sec.gov.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

The  following  discussion  should  be read in conjunction with the consolidated
financial  statements  included herein.  Certain statements contained herein may
constitute  forward-looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995.  Because such statements include risks
and  uncertainties, actual results may differ materially from those expressed or
implied  by  such  forward-looking  statements.  Factors  that  could  cause  or
contribute  to  such differences include those discussed in the "Outlook: Issues
and  Uncertainties"  section  of  this  Form  10-KSB.

OVERVIEW

International  Commercial  Television  Inc.  was  incorporated  as  Moran  Dome
Exploration,  Inc. on June 25, 1998.  We had limited operations and assets until
April  2000,  when  we  entered  into  and  closed  a  Share and Option Purchase
Agreement  with  Kelvin  Claney,  Robin Jan Claney and William Ainslie Reece, in
their  capacity  as  trustees  of  The  Better Blocks Trust.  When the share and
option  purchase  agreement  with  The  Better Blocks Trust closed, we began our
operations  as an infomercial company selling products directly to consumers via
long-form  and  short-form  infomercials, both domestically and internationally.
We market products that we own or have the exclusive license to market (which we


                                       15
<PAGE>
refer  to  as  "our  products"  or  "our  own products"), and we also act as the
international  marketing  distributor for products owned by third parties (which
we  refer  to  as  "third-party  products").  As  the  international  marketing
distributor  for  the  third-party  products,  we  take  previously  existing
infomercials  for  third-  party  products,  locate  international  infomercial
operators  to  sell  the  products  featured in the infomercials, and we receive
either  a  royalty  or  the  difference  between  the price at which we sell the
product  to  the  international  infomercial  operator and the price at which we
acquire  the  product.

Although  we  currently  sell  products  through  infomercials,  the goal of our
business  plan  is  to  use the brand awareness we create in our infomercials so
that  we  can sell the products featured in our infomercials, along with related
families  of  products, under distinct brand names in traditional retail stores.
Our  goal  is  to have these families of products sold in the traditional retail
environment in shelf-space dedicated to the product category.  We are developing
the  infrastructure  to create these brands of products so that we can implement
our  business  plan.

Fluctuations  in our revenue are driven by changes in our product mix.  Revenues
may  vary  substantially from period to period depending on our product line-up.
A  product  that  generates  revenue in one quarter may not necessarily generate
revenues  in  each  quarter of a fiscal year for a variety of reasons, including
the  product's  stage  in its life-cycle, the public's general acceptance of the
infomercial and other outside factors, such as the general state of the economy.

Just  as  fluctuations in our revenues are driven by changes in our product mix,
our  gross  margins  from  period to period depend on our product mix. Our gross
margins  vary according to whether the products we are selling are primarily our
own  products or third-party products.  As a general rule, the gross margins for
our  own  products are considerably higher based on proportionately smaller cost
of  sales.  For  third-party  products, our general experience is that our gross
margins are lower, because we record as cost of sales the proportionately higher
cost of acquiring the product from the manufacturer. Within each category (i.e.,
our  own products versus third-party products), gross margins still tend to vary
based  on  factors  such  as  market  price  sensitivity and cost of production.

Many  of  our  expenses for our own products are incurred up-front.  Some of our
up-front  expenditures  include  infomercial  production  costs and purchases of
media  time.  If  our  infomercials  are successful, these up-front expenditures
produce revenue on the back-end, as consumers purchase the products aired on the
infomercials.  We  do  not incur infomercial production costs and media time for
our  third-party  products,  because  we  merely  act  as  the  distributor  for
pre-produced  infomercials.  It  is  the  responsibility  of  the  international
infomercial  operators  to  whom  we  sell  the third-party products to take the
pre-produced  infomercial,  adapt it to their local standards, and pay for media
time.

BASIS  FOR  PRESENTATION  OF  FINANCIAL  INFORMATION

As  a result of the Share and Option Purchase Agreement with the trustees of The
Better Blocks Trust in April 2000, the former owners of Windowshoppc.com Limited
and R.J.M. Ventures Limited effectively control our company, and the transaction
is  accounted  for in our consolidated financial statements as an acquisition of
International  Commercial Television Inc. by Windowshoppc.com Limited and R.J.M.
Ventures  Limited  and  as  a  recapitalization  of Windowshoppc.com Limited and
R.J.M.  Ventures  Limited. The historical financial statements prior to April 1,
2000,  are  those  of Windowshoppc.com Limited and R.J.M. Ventures Limited.  The
operations  presented  in  the  financial  statements from April 1, 2000 through
December  31,  2001,  are  those of International Commercial Television Inc. and
Windowshoppc.com  Limited  and  R.J.M.  Ventures  Limited.  Proforma  operating
results as if the acquisition had taken place at the beginning of the accounting
period  are  not  presented,  because the operations of International Commercial
Television  Inc.  were  negligible.

RESULTS  OF  OPERATIONS

The  following discussion compares operations for the fiscal year ended December
31,  2001 with the fiscal year ended December 31, 2000.   Readers should keep in
mind that because we had limited activity and nominal assets prior to commencing
infomercial  operations  in  April 2000, the results for the year ended December
31,  2001,  which  consisted  of  12  months  of operations, may not be directly
comparable  with  December 31, 2000 results, which consisted of only nine months
of  operations.


                                       16
<PAGE>
Revenues

Our  revenues  increased  to approximately $1,240,000 in 2001 from approximately
$727,000 in 2000.  For 2001, we focused on the international market, with almost
100% of our revenue coming from international sales.  The products that provided
most of our revenue in 2001 were Cybersonic, Fight the Fat, Derma Wand and Smart
Stacks.  Sales  of  third-party  products made up the majority of our revenue in
2001,  increasing to approximately $858,000 (69% of total revenue) in 2001, from
approximately  $38,000  (5%  of  total  revenue)  in  2000.

Our  focus  on  international  sales in 2001 represented a shift from a focus on
domestic  sales  in  2000.  In  2000 approximately $485,000 (67%) of our revenue
came  from  domestic  sales,  which  consisted  primarily  of  sales  of our own
products,  including Derma Wand and Better Blocks, while only $242,000 (33%) was
from  international  sales, which consisted primarily of sales of Derma Wand and
Smart  Stacks.  Derma Wand sales alone generated approximately $456,000 (63%) of
our  total revenue for 2000, which was the result of our domestic test marketing
of  the  product.  We  ceased  selling  Derma Wand in the United States in 2001,
because  we  believed  the  FDA  may  classify  it as a medical device for which
pre-market  approval  is  necessary.  We  are in the process of submitting Derma
Wand  to the FDA's 510(k) approval process.  We hope to have the 510(k) approval
within  the  next  fiscal  year and to resume marketing Derma Wand in the United
States  at  that time.  We also plan to roll out several new infomercials in the
next  fiscal  year  and  anticipate  that  these new infomercials will cause our
revenue  to  increase.

Gross  Margin

Gross  margin  percentage  decreased  to  approximately  25%  in  2001  from
approximately  48%  in  2000.  The  decrease  in  gross  margin  percentage  was
primarily  due  to  the fact that we received less of our total revenues in 2001
from the sales of our own products (Smart Stacks, Derma Wand and Better Blocks),
and  more  from  the sales of third-party products like Cybersonic and Fight the
Fat,  where  we  generally  have  a  higher cost of sales than we do for our own
products.  In 2001 we received gross margins of approximately $117,000 for Derma
Wand,  $52,000  for  Smart Stacks and $74,000 for Cybersonic, whereas in 2000 we
received  gross  margins  of  approximately $227,000 for Derma Wand, $93,000 for
Better  Blocks  and  $31,000  for  Smart  Stacks.

Operating  Expenses

Total  operating  expenses  decreased  to  approximately  $583,000  in 2001 from
approximately  $659,000  in  2000.  Selling  and marketing expenses decreased to
approximately  $106,000 in 2001 from approximately $261,000 in 2000, largely due
to  the  fact  that  we  were  focusing  our  efforts  on the preparation of our
registered  offering of common stock so that we can obtain additional financing.
Research and development expenses decreased to approximately $3,000 in 2001 from
approximately  $169,000  in  2000.  Research  and  development  expenses consist
primarily  of  efforts  to discover and develop new products and the testing and
development  of  direct-response  advertising  related  to  these  products. The
decrease  in  research  and  development  was  also due to the fact that we were
focusing  on  our  registered  offering  of  common  stock  in  order  to obtain
additional  financing.  General and administrative expenses were also a material
expense,  increasing  to  approximately  $392,000  in  2001  from  approximately
$177,000  in  2000.  General and administrative expenses consist of professional
fees, expenses to execute our business plan, and expenses incurred in day-to-day
operations.  The  increase  in  general  and administrative expenses in 2001 was
primarily  due  to  fees  we  incurred in connection with retaining auditors and
professional  advisors to help position us for our registered offering of common
stock.

Unless  our  registered  offering  of  common  stock is only successful at a 10%
level,  we  expect  our  expenses to increase materially over those for 2001 and
2000.  Our  production  costs,  sales  and  marketing  expenses,  research  and
development  expenses  and  general and administrative expenses will continue to
increase  as  we  implement  our  business  plan  and  as we produce and air new
infomercials.  We  expect  the increase in these up-front expenses ultimately to
generate  increased  revenues.

Net  Losses

To  date,  we  have  not  achieved  profitability.  Our  net  loss  decreased to
approximately $353,000 in 2001 from approximately $355,000 in 2000. Our net loss
for  2001 was primarily the result of expenses associated with positioning us to
conduct  our  registered  offering of common stock. We anticipate that until the


                                       17
<PAGE>
offering is complete, we will continue to operate at a loss.  We may continue to
operate  at  a loss after the termination of the offering if our offering is not
successful.  Market  acceptance  of  the  products  we  launch  will  also  be a
determining  factor  as  to  whether  we  will  continue  to  operate at a loss.

PLAN  OF  OPERATION;  LIQUIDITY  AND  CAPITAL  RESOURCES

At  December 31, 2001, we had no cash. We have relied on shareholder advances to
fund operations.  We used approximately $262,000 for our operating activities in
2001.  This  use  of  cash  was funded by our opening cash balance at January 1,
2001,  of  approximately  $43,000,  plus  net  advances  from  a  shareholder of
approximately  $220,000.

We have a note payable to The Better Blocks Trust in the amount of approximately
$591,000,  with  interest,  which  is  due  on November 1, 2004.  The note bears
interest  at  the  prime rate plus 1%. At December 31, 2001, the total principal
and  accrued  interest  on  the  note  amounted  to  approximately  $689,000.

On  September  28, 2001, we granted 1,475,000 stock options to our directors and
officers;  280,000  with  a  $0.50  exercise  price  and  1,195,000 with a $2.00
exercise  price.  If  the  optionees  exercise  these options over the next five
years  as  they  vest,  we will receive $2,530,000 in capital.  We estimate that
these  option  grants  will  result  in  non-cash  compensation  expense  of
approximately  $280,000  that  we  will  recognize  over  the next five years as
services are rendered by the optionees.  This assumes an estimated fair value of
$1.50 per share, based on the price of our offering of $1.50 per share.  We also
estimate  that  we  will  disclose  in the notes to our financial statements pro
forma  compensation expense of approximately $1,458,000 over the next five years
in  accordance  with  the  fair  value  based  method  prescribed  in  SFAS 123.

We  decided  to  undertake the registered offering of our common stock to obtain
capital  to  enhance  our  ability to produce future infomercials and to buy the
media  time  needed  to  roll  out our product lines.  Our offering is currently
open, and we have raised approximately $35,000 to date.  Assuming the success of
our  offering and the same levels of success that our previous infomercials have
demonstrated, we believe we will have sufficient capital resources to accomplish
our business plan for the foreseeable future.  If we encounter either unexpected
failure  or unprecedented success with some of our products, we may need to seek
additional  capital  to  carry  out  our  business  plan.

If  our  registered  offering  has  only  limited  success,  and  we  raise only
approximately  $300,000,  we  will  not  have capital sufficient to permit us to
produce  all  of  the infomercials that we would otherwise produce.  If we raise
only  $300,000,  we  will  produce  only  two  long-form  infomercials  and  two
short-form  infomercials for new products. We also believe that an offering that
raises  only  $300,000  may  satisfy our capital needs for only the next 4 to 12
months  if none of the products we plan to launch succeed in the marketplace. We
will  then  need to raise money through additional debt or equity financing.  We
have  no binding commitments or arrangements for additional financing, and there
is  no  assurance  that  our  management  will  be able to obtain any additional
financing  on  terms  acceptable  to  us,  if  at  all.

We  did  not  have any significant capital expenditures in 2001 and 2000. If our
registered offering is successful at the 75% level (approximately $1,500,000) or
above,  we intend to set up a small branch office in the Los Angeles area within
the  next  fiscal year.  We anticipate that our capital expenditures for setting
up  such  an  office  will  be  approximately  $50,000.


                                       18
<PAGE>
OUTLOOK:  ISSUES  AND  UNCERTAINTIES

Shareholders  and  prospective  purchasers  of our common stock should carefully
consider  the  following  risk  factors  in  addition  to  the other information
appearing  in  this  Annual  Report  on  Form  10-KSB.

THERE  IS  NO ASSURANCE THAT OUR STRATEGY TO LEVERAGE BRAND AWARENESS CREATED BY
--------------------------------------------------------------------------------
OUR  INFOMERCIALS  INTO  THE  RETAIL  MARKET  WILL  WORK,  AND THE VALUE OF YOUR
--------------------------------------------------------------------------------
INVESTMENT  MAY  DECLINE  IF  WE  DO  NOT  ATTAIN  RETAIL  SALES.
----------------------------------------------------------------

The  goal of our business plan is to create brand awareness through infomercials
so that we can use this brand awareness to sell our products under our brands in
traditional  retail  stores  in  dedicated  shelf-space  areas. Our success will
depend on our ability to associate our products with particular brands to create
consumer  awareness and to enter the traditional retail market.  If our strategy
to  leverage  brand awareness created by our infomercials into the retail market
does  not  work  and we do not attain retail sales, the value of your investment
may  decline.

IF  THE RESPONSE RATES TO OUR INFOMERCIALS ARE LOWER THAN WE PREDICT, WE MAY NOT
--------------------------------------------------------------------------------
ACHIEVE  THE  CUSTOMER  BASE  NECESSARY  TO BECOME OR REMAIN PROFITABLE, AND THE
--------------------------------------------------------------------------------
VALUE  OF  YOUR  INVESTMENT  MAY  DECREASE.
-------------------------------------------

Our  revenue projections assume that a certain percentage of viewers who see our
infomercials will purchase our products.  If a lower percentage of these viewers
purchase  our  products  than  we project, we will not achieve the customer base
necessary  to  become or remain profitable, and the value of your investment may
decrease.

IF  OUR  INFOMERCIALS  ARE  NOT  SUCCESSFUL,  WE  WILL  NOT  BE  ABLE  TO RECOUP
--------------------------------------------------------------------------------
SIGNIFICANT  ADVANCE  EXPENDITURES  SPENT ON PRODUCTION AND MEDIA TIMES, AND OUR
--------------------------------------------------------------------------------
BUSINESS  PLAN  MAY  FAIL.
--------------------------

Our  business involves a number of risks inherent in operating a direct response
television  business.  The production of infomercials and purchase of media time
for  television  involves  significant  advance  expenditures.  A  short-form
infomercial  generally costs around $15,000-$18,000 to produce, while production
costs  for  a  long-form infomercial are generally around $120,000-$150,000.  We
are  dependent  on  the  success of the infomercials we produce and the public's
continued  acceptance  of  infomercials  in  general. If our infomercials do not
generate  consumer  support and create brand awareness and we cannot recover the
initial  money  we  spend  on  production and media time, we will not be able to
recoup  the  advance expenditures and may go out of business if new products and
additional  capital  are  not  available.

WE  DEPEND ON KEY MANAGEMENT AND EMPLOYEES, THE LOSS OF WHOM MAY PREVENT US FROM
--------------------------------------------------------------------------------
IMPLEMENTING  OUR  BUSINESS PLAN, LIMIT OUR PROFITABILITY AND DECREASE THE VALUE
--------------------------------------------------------------------------------
OF  YOUR  STOCK.
----------------

We  are dependent on the talent and resources of our key managers and employees.
In  particular,  the success of our business depends to a great extent on Kelvin
Claney, our Chief Executive Officer and a member of our Board of Directors.  Mr.
Claney  has  extensive  experience in the infomercial industry, and his services
are  critical  to  our  success.  The  market for persons with experience in the
direct  response  television  industry  is very competitive, and there can be no
guarantee  that we will be able to retain the services of Mr. Claney.  We do not
have  an  employment  agreement  with  Mr.  Claney, and as a result, there is no
assurance that he will continue to stay with our company in the future.  We have
not  obtained  key  man  insurance  with  respect  to  Mr.  Claney or any of our
executive  officers.  In addition, our international operations are dependent on
the  experience  and relationships of Greg LaRoza, our director of international
export  and  product  sourcing.  Mr.  LaRoza's  contacts  and relationships with
international direct marketers have enabled us to engage in international sales,
since  most  of  the transactions in the international direct marketing industry
are  relationship-based.  We do not have an employment contract with Mr. LaRoza,
and  the  loss  of  him  may  mean  the  loss  of  very  important  contacts and
relationships  we have in the international direct marketing arena.  The loss of
Mr.  Claney  or  Mr.  LaRoza may prevent us from implementing our business plan,
which  may  limit  our  profitability  and  decrease  the  value  of your stock.


                                       19
<PAGE>
IF  WE  CANNOT  PROTECT  OUR INTELLECTUAL PROPERTY RIGHTS, OUR OPERATING RESULTS
--------------------------------------------------------------------------------
WILL  SUFFER,  AND  YOU  COULD  ULTIMATELY  LOSE  YOUR  INVESTMENT.
-------------------------------------------------------------------

We  seek to protect our proprietary rights to our products through a combination
of  patents,  trademarks,  copyrights  and  design  registrations.  Despite  our
efforts  to  protect our proprietary rights, unauthorized parties may attempt to
copy  aspects  of  our  products  or obtain and use information that we consider
proprietary.  Litigation  may  be necessary to enforce our intellectual property
rights  and  to  determine  the  validity and scope of the proprietary rights of
others.  Any  litigation  could  result  in  substantial  costs and diversion of
management  and other resources with no assurance of success and could seriously
harm  our  business  and  operating  results.  Investors could lose their entire
investment.

WE  DO  NOT  HAVE  LIABILITY  INSURANCE FOR ALL OF OUR PRODUCTS, WHICH MEANS THE
--------------------------------------------------------------------------------
BURDEN  OF  PAYING FOR DAMAGES FOR LIABILITIES FALLS SOLELY ON US, AND YOU COULD
--------------------------------------------------------------------------------
LOSE  YOUR  ENTIRE  INVESTMENT.
-------------------------------

Not  all  of  our products are covered by liability insurance against claims for
damages.  In particular, we do not have liability insurance for Smart Stacks and
Better  Blocks,  and we do not have direct insurance for Derma Wand, although we
do  appear  as  an  additional insured party on the policy of the owner, Omega 5
Technology.  We  have not directly procured liability insurance policies for the
third-party  products  we  market.  Without insurance to cover damages resulting
from  liability  claims  stemming  from  our  products, or if the manufacturer's
insurance  for  third-party  products  is inadequate to cover damages, we may be
held  responsible  for  product  liability  damages.  If  the  damage  award  is
substantial,  our  business  operations would be significantly affected, and you
could  lose  your  entire  investment.

WE MAY NEVER GET CLEARANCE FROM THE FDA TO MARKET DERMA WAND DOMESTICALLY, WHICH
--------------------------------------------------------------------------------
WOULD  NEGATIVELY  AFFECT  OUR RESULTS OF OPERATIONS AND CAUSE THE VALUE OF YOUR
--------------------------------------------------------------------------------
STOCK  TO  DECREASE.
--------------------

The  Food  and  Drug Administration (the "FDA") under the Federal Food, Drug and
Cosmetic  Act,  as  amended  (the  "FDC  Act"),  requires  certain approvals and
clearances  before  a medical device can be marketed in the United States. Derma
Wand,  a  device  that is designed to reduce fine lines and wrinkles and improve
overall  skin  appearance, may be considered a medical device under the FDC Act.
We  are  currently  working  with Omega 5 Technologies Inc. to obtain pre-market
approval through a 510(k) application to market Derma Wand in the United States.
Under  the  510(k)  application  process it must be established that the medical
device  is "substantially equivalent" to an existing, legally marketed predicate
device  or  a  predicate  device  marketed  before  May 28, 1976.  FDA marketing
approval  and  clearance  regulations  depend  heavily  on  administrative
interpretations,  which  may  change  retroactively  and  may  create additional
barriers  that  prevent  or  delay  the  introduction  of  a  product.  A 510(k)
pre-market notification may also need to contain clinical data.  510(k) approval
may  be delayed, and, in some instances, it is never obtained. Even if we obtain
FDA  approval  to  market Derma Wand in the United States, a new approval may be
needed  to  modify  the  device,  its intended use or its manufacturing. Medical
instruments  are subject to pervasive and continuing regulation by the FDA. Once
a  product  is  in  commercial  distribution,  discovery  of product problems or
failure  to  comply  with regulatory standards may result in restrictions on the
product's  future use or withdrawal of the product from the market despite prior
governmental approval. Our revenue projections for the short term depend to some
extent  on revenue received from domestic sales of Derma Wand.  If we do not get
510(k)  clearance  to  market  Derma  Wand  in  the  United States, or if we get
approval  and  it  is  later  withdrawn, our business, results or operations and
financial  condition  may be negatively affected, and your stock may decrease in
value.

IF  WE  DO  NOT  CONTINUE TO SOURCE NEW PRODUCTS, OUR ABILITY TO COMPETE WILL BE
--------------------------------------------------------------------------------
UNDERMINED,  AND  WE  MAY  BE  UNABLE  TO  IMPLEMENT  OUR  BUSINESS  PLAN.
--------------------------------------------------------------------------

Our  ability  to compete in the direct marketing industry and to expand into the
traditional  retail  environment  depends  to  a  great extent on our ability to
develop  or  acquire  new  innovative  products  under  particular brands and to
complement  these products with related families of products under those brands.
If  we  do not source new products as our existing products mature through their
product  life cycles, or if we do not develop related families of products under
our brands, we will not be able to implement our business plan, and the value of
your  investment  may  decrease.


                                       20
<PAGE>
OUR SHARES ARE CLASSIFIED AS "PENNY STOCK," WHICH WILL MAKE IT MORE DIFFICULT TO
--------------------------------------------------------------------------------
SELL  THAN  EXCHANGE-TRADED  STOCK.
----------------------------------

Our  securities,  when  available for trading, will be subject to the Securities
and  Exchange  Commission  rule that imposes special sales practice requirements
upon  broker-dealers  that  sell  such  securities  to  other  than  established
customers  or  accredited  investors.  For  purposes  of  the  rule,  the phrase
"accredited  investors"  means,  in  general  terms,  institutions  with  assets
exceeding  $5,000,000  or individuals having a net worth in excess of $1,000,000
or  having  an  annual  income  that  exceeds $200,000 (or that, combined with a
spouse's  income,  exceeds $300,000).  For transactions covered by the rule, the
broker-dealer  must  make  a special suitability determination for the purchaser
and  receive  the  purchaser's written agreement to the transaction prior to the
sale.  Consequently,  the  rule  may  affect  the  ability  of purchasers of our
securities  to  buy  or  sell  in  any  market  that  may  develop.

In  addition,  the  Securities  and  Exchange Commission has adopted a number of
rules  to  regulate "penny stocks." (A "penny stock" is any equity security that
has  a  market  price  of less than $5.00 per share or with an exercise price of
less  than  $5.00 per share, subject to certain exceptions).  Such rules include
Rules  3a51-1,  15g-1,  15g-2,  15g-3,  15g-4,  15g-5, 15g-6 and 15g-7 under the
Securities  and  Exchange  Act of 1934, as amended. The rules may further affect
the  ability of owners of our shares to sell their securities in any market that
may  develop  for  them.  Shareholders  should  be  aware that, according to the
Securities  and  Exchange  Commission Release No. 34-29093, the market for penny
stocks  has  suffered  in  recent  years from patterns of fraud and abuse.  Such
patterns  include:

     -    control  of the market for the security by one or a few broker-dealers
          that  are  often  related  to  the  promoter  or  issuer;

     -    manipulation  of  prices through prearranged matching of purchases and
          sales  and  false  and  misleading  press  releases;

     -    "boiler  room"  practices  involving  high  pressure sales tactics and
          unrealistic  price  projections  by  inexperienced  sales  persons;

     -    excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers;  and

     -    the  wholesale  dumping  of  the  same  securities  by  promoters  and
          broker-dealers  after prices have been manipulated to a desired level,
          along  with  the  inevitable  collapse of those prices with consequent
          investor  losses.

OUR  ISSUANCE  OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
--------------------------------------------------------------------------------
OF  SHAREHOLDERS.
----------------

Any  additional issuances of common stock by us from out authorized but unissued
shares  may  have  the  effect  of  diluting the percentage interest of existing
shareholders.  Out  of  our  100,000,000  authorized  common  shares, 89,727,107
shares,  or  approximately 90%, remain unissued.  The board of directors has the
power to issue such shares without shareholder approval.  None of our 20,000,000
authorized  preferred  shares  are  issued.  We fully intend to issue additional
common shares or preferred shares in order to raise capital to fund our business
operations  and  growth  objectives.

THE  BOARD  OF  DIRECTORS'  AUTHORITY TO SET RIGHTS AND PREFERENCES OF PREFERRED
--------------------------------------------------------------------------------
STOCK  MAY  PREVENT  A  CHANGE  IN  CONTROL  BY  SHAREHOLDERS  OF  COMMON STOCK.
--------------------------------------------------------------------------------

Preferred  shares  may  be  issued  in  series  from  time  to  time  with  such
designation,  rights,  preferences  and  limitations  as  our board of directors
determines  by  resolution  and  without  shareholder  approval.  This  is  an
anti-takeover  measure. The board of directors has exclusive discretion to issue
preferred  stock  with rights that may trump those of common stock. The board of
directors  could  use  an  issuance  of  preferred stock with dilutive or voting
preferences  to  delay,  defer  or prevent common stockholders from initiating a
change  in control of the company or reduce the rights of common stockholders to
the  net  assets upon dissolution. Preferred stock issuances may also discourage
takeover  attempts  that  may  offer  premiums  to  holders of our common stock.


                                       21
<PAGE>
CONCENTRATION OF OWNERSHIP OF MANAGEMENT AND DIRECTORS MAY REDUCE THE CONTROL BY
--------------------------------------------------------------------------------
OTHER  SHAREHOLDERS  OVER  INTERNATIONAL  COMMERCIAL  TELEVISION.
-----------------------------------------------------------------

Our  executive  officers  and  directors own or exercise full or partial control
over  approximately  98%  of  our  outstanding common stock.  As a result, other
investors  in our common stock may not have much influence on corporate decision
making.  In  addition, the concentration of control over our common stock in the
executive  officers  and  directors  could  prevent  a  change  in  control  of
International  Commercial  Television  Inc.

OUR  BOARD  OF  DIRECTORS  IS  STAGGERED,  WHICH  MAKES  IT MORE DIFFICULT FOR A
--------------------------------------------------------------------------------
STOCKHOLDER  TO  ACQUIRE  CONTROL  OF  THE  COMPANY.
---------------------------------------------------

Our  articles of incorporation and bylaws provide that our board of directors be
divided  into  three  classes,  with  one  class  being elected each year by the
stockholders.  This  generally  makes  it  more  difficult  for  stockholders to
replace  a  majority  of  directors  and  obtain  control  of  the  board.

STOCKHOLDERS  DO  NOT  HAVE  THE  AUTHORITY  TO  CALL  A  SPECIAL MEETING, WHICH
--------------------------------------------------------------------------------
DISCOURAGES  TAKEOVER  ATTEMPTS.
--------------------------------

Our  articles  of  incorporation  permit  only  our board of directors to call a
special  meeting  of  the  stockholders,  thereby  limiting  the  ability  of
stockholders  to  effect  a  change  in  control  of  the  company.

WE  DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE
--------------------------------------------------------------------------------
FUTURE,  WHICH  MAKES  INVESTMENT  IN  OUR  STOCK  SPECULATIVE  OR  RISKY.
--------------------------------------------------------------------------

We  have  not  paid  dividends  on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.  The board of directors
has  sole  authority to declare dividends payable to our stockholders.  The fact
that we have not and do not plan to pay dividends indicates that we must use all
of  our  funds  generated  by  operations  for  reinvestment  in  our  operating
activities.  Investors also must evaluate an investment in our company solely on
the  basis  of  anticipated  capital  gains.

LIMITED  LIABILITY  OF  OUR  EXECUTIVE  OFFICERS  AND  DIRECTORS  MAY DISCOURAGE
--------------------------------------------------------------------------------
STOCKHOLDERS  FROM  BRINGING  A  LAWSUIT  AGAINST  THEM.
--------------------------------------------------------

Our  articles  of  incorporation  and  bylaws  contain provisions that limit the
liability  of  directors for monetary damages and provide for indemnification of
officers  and  directors.  These  provisions  may  discourage  stockholders from
bringing a lawsuit against officers and directors for breaches of fiduciary duty
and may also reduce the likelihood of derivative litigation against officers and
directors even though such action, if successful, might otherwise have benefited
the  stockholders. In addition, a stockholder's investment in our company may be
adversely  affected  to  the  extent  that costs of settlement and damage awards
against  officers  or  directors  are  paid  by  us  under  the  indemnification
provisions  of  the  articles  of  incorporation  and  bylaws.  The  impact on a
stockholder's  investment  in terms of the cost of defending a lawsuit may deter
the  stockholder from bringing suit against one of our officers or directors. We
have  been  advised that the SEC takes the position that this provision does not
affect  the  liability  of  any  director  under  applicable  federal  and state
securities  laws.

ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

Financial  statements  and supplementary data are set forth on pages F-1 through
F-17.


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

None.


                                       22
<PAGE>
                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
-----------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

The  following table sets forth the name, age, and position of each director and
executive  officer  of  International  Commercial  Television  Inc.:

<TABLE>
<CAPTION>
NAME               AGE                     POSITION
-----------------  ---  -----------------------------------------------
<S>                <C>  <C>
Kelvin Claney       52  Chief Executive Officer, Treasurer and Director
Thomas K. Woolsey   47  President, Secretary and Director
Keith Smith         50  Chief Financial Officer
Stephen J. Jarvis   48  Director
William R. Flohr    40  Director
Louis J. Basenese   52  Director
Richard Pitera      59  Director
Thomas Crosby       46  Director
</TABLE>

Thomas  Woolsey, Stephen Jarvis and William Flohr were appointed to the Board of
Directors  on  June  3,  2000.   Kelvin  Claney  was  appointed  to the Board of
Directors on January 22, 2001.  Louis Basenese and Richard Pitera were appointed
to  the  Board  of Directors on August 15, 2001.  Thomas Crosby was appointed to
the  Board  of  Directors  on  September  18,  2001.

Each  director  will serve staggered terms of one, two, or three years and until
their  successors are elected and qualified.  Officers will hold their positions
at the pleasure of the board of directors, without prejudice to the terms of any
employment  agreement.

There  are  no arrangements or understandings between the directors and officers
of  International  Commercial  Television  and  any other person under which any
director  or  officer  was  or  is  to be selected as a director or officer.  In
addition,  there  are  no  agreements  or  understandings  for  the  officers or
directors  to  resign  at  the  request  of  another  person and the above-named
officers  and  directors are not acting on behalf of nor acting at the direction
of  any  other  person.

KELVIN  CLANEY  -  CHIEF  EXECUTIVE  OFFICER,  TREASURER,  DIRECTOR

Mr.  Claney  began working in the United States direct response business in 1989
as  an  independent  contractor  to  National  Media  Corp.,  where he produced,
sourced,  and  executive-produced  various  infomercial projects, including Euro
Painter, HP9000, Auri polymer sealant and Color Cote 2000 (TM), Dustmaster 2000,
LeSnack,  Iron  Quick and Fatfree Express.  Since 1992, Mr. Claney has served as
President  of  R.J.M.  Ventures,  Inc.,  a  television direct response marketing
company,  where  he  was responsible for such things as identifying projects the
company  wants  to become involved in, selecting production companies to produce
infomercials  and  selecting  media  times  to  promote  the  infomercials.  The
creation  of  the  Smart Stacks infomercial, which is now owned by International
Commercial  Television  Inc., was one of the projects Mr. Claney was responsible
for  as  President of R.J.M. Ventures, Inc.  He also created the infomercial for
the  children's  toy product known as Better Blocks, which was then owned by The
Better  Blocks  Trust.  Mr.  Claney  devotes  100%  of  his  working  energy  to
International  Commercial  Television  Inc.

THOMAS  K.  WOOLSEY-  PRESIDENT,  SECRETARY  AND  DIRECTOR

Mr.  Woolsey has been in the banking and investment banking business for over 20
years.  He  has  held  numerous  positions  in these areas, including First Vice
President  of  Cantor  Fitzgerald  and  Co.  Inc. from 1988 to 1992, opening and
managing the West Coast office in Los Angeles, California.  In that position, he
created  proprietary  investment products for the investment community at large.
From  1992  to  1996,  Mr. Woolsey was a limited partner in the money management
firm  "AVM  Inc.  and  III  Partners,  Inc.," a broker dealer and a global fixed
income  hedge fund, respectively.  While at AVM, Mr. Woolsey was responsible for
the  conception,  creation and distribution of various financial products to the


                                       23
<PAGE>
financial  community.  In addition to these responsibilities, Mr. Woolsey set up
leveraged  financing  lines  for the "III" company.  These lines of more than $2
billion  national  value  were  utilized  in  the financing of various portfolio
positions,  from  sovereign  debt,  foreign  currency,  government  securities,
corporate  obligations,  foreign  currencies, etc.  In addition to his duties as
President  of International Commercial Television, Mr. Woolsey, President of the
Woolsey  Group  Productions,  Inc., currently advises companies on the merits of
mergers  and  acquisitions, joint ventures, bridge capital investing, as well as
the  distribution  of various consumer products to some of the largest retailers
in  the  country,  including  Wal-Mart, Sam's Club, McLane Distributing, K-Mart,
Target  and  others.  Mr. Woolsey devotes approximately 50% of his working hours
per  week  to  his duties at International Commercial Television Inc.  This time
allocation  will  increase  as  needed  to  promote  International  Commercial
Television Inc. and to fulfill the duties and responsibilities as its President.

STEPHEN  J.  JARVIS  -  DIRECTOR

Mr. Jarvis is a major shareholder, co-founder and President of Positive Response
Vision,  Inc., an infomercial-based direct response company based in Manila with
product  distribution  throughout  South  East  Asia.  Mr.  Jarvis has served as
President  of  Positive  Response  Vision since its inception in 1996. Under Mr.
Jarvis's  leadership,  Positive Response Vision, Inc. has grown from employing a
full-time  staff  of three persons to approximately 400 persons. As President of
Positive  Response  Vision,  Mr.  Jarvis is responsible for product sourcing and
acquisition, inventory, finance control and design issues.  He also oversees the
company's  ongoing sales follow-up program.  In his private capacity, Mr. Jarvis
produces  infomercials  and  licenses  these  infomercials  to Positive Response
Vision,  Inc.  and  to  other  international  infomercial  operators.

WILLIAM  R.  FLOHR  -  DIRECTOR

Mr.  Flohr  presently  owns  Info  Marketing Group Inc., a vertically-integrated
infomercial  company,  where he has served as President since 1991.  In 1989, he
co-created  an infomercial series called "Amazing Discoveries."  From 1989-1991,
Mr. Flohr was a co-owner of Positive Response Television, Inc.  In the two years
he  was  with  Positive  Response  Television,  Inc.,  he  produced  over thirty
infomercials.  From  1982  to  1988,  Mr. Flohr was a Senior TV Producer for the
American  Broadcasting Company Television Network (ABC), where he produced "Live
with Regis and Kathie Lee" and "Geraldo" television talk shows.  Since 2000, Mr.
Flohr  has served as a Director of Amden Corp., a developer and marketer of oral
care  products,  including  Cybersonic,  an  electronic sonic toothbrush that is
presently  sold  via  infomercials  domestically  and  internationally.

LOUIS  J.  BASENESE  -  DIRECTOR

Mr.  Basenese  is  currently  Chief  Executive  Officer of Dimensional Marketing
Concepts,  Inc.,  a  consumer product automotive chemical company.  From October
1996  to  May 2001, Mr. Basenese served as President and Chief Executive Officer
of  Motor  Up  America,  Inc.,  an automotive consumer product company, where he
developed  a  comprehensive business plan, assembled its corporate structure and
built  domestic  distribution  channels.  Before  focusing  on  the  retail
environment, Motor Up America sold its products via the infomercial medium.  For
a  short  time prior to joining Motor Up America, Inc. in 1996, Mr. Basenese had
his  own  management  consultant  firm.  From  1994  to  1996,  Mr. Basenese was
President  and  Chief  Executive  Officer  of  Meguiar's,  Inc.,  a  $34 million
family-held business. Mr. Basenese was also General Manager and Director of BASF
Corporation  for  nine  years,  where  he was responsible for the company's $200
million  automotive  and  energy products division.  Prior to that, Mr. Basenese
worked  for  nine  years  for  Ford Motor Company in various sales and marketing
managerial  positions.


                                       24
<PAGE>
RICHARD  PITERA  -  DIRECTOR

Mr.  Pitera  is  President of Dimensional Marketing Concepts, Inc.  From 1997 to
May  2001,  he  was  Vice President of Sales for Motor Up America, Inc, where he
helped  develop new automotive consumer products and managed the company's North
American manufacturer representative network. Prior to joining Motor Up America,
Mr.  Pitera  owned  a  mortgage  company.  He  has  also  served as President of
Hydrotech  Chemical  Corporation,  a $55 million publicly held business, and was
General Manager and Director of BASF Corporation.  With BASF, he was responsible
for  complete  operations  of  the  company's $200 million automotive and energy
products  division  that  consisted  of  retail,  OEM  and  traditional business
segments in the consumer products and commodity products businesses.  Mr. Pitera
is  a  United  States  Air  Force veteran retired with the rank of captain and a
recipient  of  the  Bronze  Star.

THOMAS  CROSBY  -  DIRECTOR

Mr. Crosby is a sole proprietor who operates under the name Crosby Management as
a business and marketing consultant. Since 1991, Mr. Crosby has been involved in
the  product  development of and funding for various infomercials, including the
Sterling Spring Water Filter infomercial that aired successfully for over a year
and  eventually  sold  at  the  retail level. Mr. Crosby served as a Director of
Sterling  Air  and  Water  Inc.,  which  owned  the Sterling Spring Water Filter
infomercial,  from 1992 to 1994.  From 1989 - 1996, Mr. Crosby  was co-owner and
President  of  Vector Instruments Inc., a company that manufactured and marketed
worldwide commercial swimming pool water controls and commercial water treatment
systems.

KEITH  SMITH-  CHIEF  FINANCIAL  OFFICER

Mr.  Smith  obtained his M.B.A. from UCLA and has over 18 years of experience in
the direct-to-consumer industry, with areas of expertise in product development,
distribution,  administrative operations and finance.  In addition to serving as
Chief  Financial  Officer of International Commercial Television Inc., Mr. Smith
has  served  since January 1999 as Senior Vice President of Finance & Operations
for  e-HQ  and  e-Realbiz.com,  where  he  is  responsible  for  the  day-to-day
operations  of the companies. Prior to joining e-HQ and e-Realbiz.com, Mr. Smith
held  a  management  consulting position at K-Tel Direct, Inc., where he oversaw
multiple  marketing  campaigns  and  overall operations.  From 1985 to 1996, Mr.
Smith  was co-owner, Vice President of Operations and Chief Operation Officer at
National  Network  Marketing,  Inc.,  Maui  Productions, an international direct
response company with annual sales in excess of 60 million dollars. Mr. Smith is
a  United  States Army veteran retired with the rank of Warrant Officer II and a
recipient  of  the Bronze Star.  Mr. Smith was hired as International Commercial
Television's Chief Financial Officer in September 2001, and he expects to devote
his  full  attention  to  the  company  in  the  near  future.

KEY  EMPLOYEES

GREG  LAROZA,  DIRECTOR  OF  INTERNATIONAL  EXPORT  AND  PRODUCT  SOURCING

Since  May  2000,  Mr. LaRoza has served as our Director of International Export
and  Product  Sourcing,  where  among  other  things,  he assists the company in
locating  international  infomercial  operators to air infomercials for products
owned  by  the  company  in  addition  to  products owned by third parties. From
January 1998 to May 2000, he was the Vice President of Export for K-Tel Consumer
Products  Inc.,  where  he  developed  and  marketed  consumer  goods via direct
response  advertising  to international distributors on all six continents. From
October  1994  to  December 1997, he was Manager of US Operations for Regal Shop
International,  where he negotiated exclusive licensing agreements with major US
infomercial/product  suppliers  for an international direct response advertising
community.  While  working with Regal Shop International, Mr. LaRoza managed the
procurement  division  and  was  responsible  for  new  product  development,
international  procurement  and  shipping.  He  also  established  a distributor
network  in Latin America, Europe and the Middle East, generating a 50% increase
in  sales  volume.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Control  persons, including all directors and executive officers, of our company
are required by Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), to report to the SEC their transactions in, and beneficial
ownership  of,  the  company's  common stock, including any grants of options to
purchase  common  stock.  The effective date of our registration statement under


                                       25
<PAGE>
the  Exchange  Act, February 25, 2002, occurred after the end of the fiscal year
ended  December 31, 2001.  To the best of the company's knowledge, the company's
insiders filed Forms 3 with the SEC on February 25, 2002. The company's insiders
will be required to file Form 5s on or before the 45th day after the fiscal year
ended  December  31,  2002.

ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS

The  following  table  sets  forth  all compensation paid or earned for services
rendered  to  International  Commercial  Television in all capacities during the
years ended December 31, 2001, 2000 and 1999, by our chief executive officer and
president  (the  "Named  Officers").  No executive officer received total annual
salary,  bonus and other compensation in excess of $100,000 in those periods. No
executive  officer  that would have otherwise been included in this table on the
basis  of  salary  and  bonus earned for these fiscal years has been excluded by
reason  of  his  or  her termination of employment or change in executive status
during  the  fiscal  year.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                           LONG  TERM  COMPENSATION
                                                      ----------------------------------
                         ANNUAL  COMPENSATION                  AWARDS           PAYOUTS
                   ---------------------------------  ------------------------  --------
                                                                                          ALL
NAME                                      OTHER       RESTRICTED   SECURITIES             OTHER
AND                                       ANNUAL      STOCK        UNDERLYING   LTIP      COMP-
PRINCIPAL                                 COMPEN-     AWARD(S)     OPTIONS/     PAYOUTS   ENSATION
POSITION     YEAR  SALARY ($)  BONUS ($)  SATION ($)  ($)          SARS (#)     ($)       ($)
-----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------
<S>          <C>   <C>         <C>        <C>         <C>          <C>          <C>       <C>
Kelvin       2001          --         --          --           --          --         --         --
Claney       2000          --         --          --           --          --         --         --
(CEO) (1)    1999          --         --          --           --          --         --         --
-----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------
Thomas
Woolsey      2001                                                                                --
(President)  2000    1,000.00         --          --           --  170,000 (3)        --         --
(2)          1999    4,000.00         --          --           --          --         --         --
                           --         --          --           --          --         --
-----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------
<FN>
(1)  Mr. Claney was appointed Chief Executive Officer of International Commercial Television Inc.
on January 22, 2001.

(2)  Mr. Woolsey was appointed President of International Commercial Television Inc. on June 3,
2000.

(3)  Includes 20,000 options granted under the 2001 Stock Option Plan at $0.50 per share and
150,000 options granted at $2.00 per share.
</TABLE>

<TABLE>
<CAPTION>
                           OPTION / SAR GRANTS IN LAST FISCAL YEAR

                                    % OF TOTAL
                    NUMBER OF        OPTIONS /
                    SECURITIES         SARS
                    UNDERLYING      GRANTED TO
                  OPTIONS / SARS   EMPLOYEES IN     EXERCISE OR BASE
NAME                 GRANTED      FISCAL YEAR (1)     PRICE ($/SH)      EXPIRATION DATE
----------------  --------------  ---------------  ------------------  ------------------
<S>               <C>             <C>              <C>                 <C>
 Kelvin Claney                --              --                   --                  --
 (CEO)
----------------  --------------  ---------------  ------------------  ------------------
Thomas Woolsey            20,000             1.4%  $             0.50  June 30, 2007
     (President)         150,000            10.2%  $             2.00  September 28, 2011
----------------  --------------  ---------------  ------------------  ------------------
<FN>


                                       26
<PAGE>
(1) We granted options to purchase an aggregate of 1,475,000 shares of common stock to
employees, including Thomas Woolsey, during the fiscal year ended December 31, 2001.
Stock options granted are under the terms of our 2001 Stock Option Plan.  Each option is
exercisable for one share of our common stock.  Some of the options were granted with an
exercise price of $0.50 per share, and some were granted with an exercise price of $2.00
per share.  For each optionee, 10% of the options granted will vest on June 30, 2002, and
10% will vest every six months after June 30, 2002.   The exercise term for the options
granted at $0.50 is a period of five years from June 30, 2002, and the exercise term for
the options granted at $2.00 per share is a period of 10 years from June 30, 2002.
</TABLE>

COMPENSATION  OF  DIRECTORS

Directors  receive no compensation for their service as directors, although they
do  receive  reimbursement  for  expenses.

EMPLOYMENT  CONTRACTS

We  have  no  employment  agreements  with  our  executive  officers.

We  may  in the future create retirement, pension, profit sharing, insurance and
medical  reimbursement  plans covering our executive officers and directors, and
staff.  At the present time, no such plans exist.  No advances have been made or
are  contemplated by International Commercial Television to any of its executive
officers  or  directors.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

The  following  table  sets  forth, as of March 26, 2002, our outstanding common
stock owned of record or beneficially by (1) each person who owned of record, or
was  known by us to own beneficially, more than 5% of our common stock, (2) each
executive  officer, (3) each director and (4) the shareholdings of all executive
officers  and  directors  as  a  group.  As of March 26, 2002, we had 10,272,833
shares  of  common  stock  issued  and  outstanding.

<TABLE>
<CAPTION>
                                                          NUMBER OF    PERCENTAGE OF
NAME                                                     SHARES OWNED   SHARES OWNED
-------------------------------------------------------  ------------  --------------
<S>                                                      <C>           <C>

Kelvin Claney, Chief Executive Officer, Treasurer and
Member of the Board of Directors (1)                        8,532,500           79.2%
The Better Blocks Trust, declared 1 January 1994 (2)        8,500,000           78.9%
Stephen Jarvis, Member of the Board of Directors (3)        1,865,000           18.2%
Thomas Woolsey, President, Secretary and Member of
the Board of Directors (4)                                     80,000              *
William Flohr, Member of the Board of Directors (5)            80,000              *
Louis J. Basenese, Member of the Board of Directors (6)            --             --
Richard Pitera, Member of the Board of Directors (7)               --             --
Thomas Crosby, Member of the Board of Directors (8)                --             --
Keith Smith, Chief Financial Operator (9)                          --             --
ALL EXECUTIVE OFFICERS AND DIRECTORS AS
A GROUP - 8 INDIVIDUALS (10)                               10,557,500             98%

<FN>
Except as noted below, all shares are held of record and each record shareholder has
sole voting and investment power.

*Less than one percent.

(1)  Includes 12,500 shares owned by The Colleen Claney Family Trust, declared
October 12, 1996, of which Mr. Claney is a joint trustee.  Also includes 8,000,000
shares owned by The Better Blocks Trust, of which Mr. Claney is a joint trustee, and
500,000 options that are currently exercisable by The Better Blocks Trust. Mr. Claney
disclaims beneficial ownership of the shares and options owned or controlled by The
Better Blocks Trust and the Colleen Claney Family Trust beyond the extent of his
pecuniary interest. Mr. Claney's business address is the same as our executive
offices in Boca Raton, Florida.


                                       27
<PAGE>
(2)  Includes 500,000 options that are currently exercisable by The Better Blocks
Trust.  The trustees of the Trust are Kelvin Claney, Robin Jan Claney and William
Ainslee Reece. The address for The Better Blocks Trust is Level 4, 9 High Street,
Auckland New Zealand, c/o William Ainslee Reece, Trustee, Reece & Co.

(3)  Mr. Jarvis's business address is 1191 Vito Cruz Extension, Makati City, Metro
Manila 1200 Philippines.

(4)  Mr. Woolsey's business address is 4220 Wimbledon Drive, Lawrence, Kansas 66047.

(5)  Mr. Flohr's business address is 741 A 10th Street, Santa Monica, California
90402.

(6)  Mr. Basenese's business address is 5095 SE Williams Way, Stuart, Florida 34997.

(7)  Mr. Pitera's business address is 5496 SE Reef Way, Stuart, Florida 34997.

(8)  Mr. Crosby's business address is the same as our executive offices in Boca
Raton, Florida.

(9) Mr. Smith's business address is 1881 Seabreeze Street, Thousand Oaks, California
91320.

(10)  Includes 500,000 options that are currently exercisable by The Better Blocks
Trust and 12,500 shares owned by The Colleen Claney Family Trust.
</TABLE>

International  Commercial  Television's  executive  offices are located at Suite
203B  Kimmen  Center,  2300  N.  Dixie  Highway, Boca Raton, Florida 33431-7657.

There  are  no  arrangements  known  to International Commercial Television, the
operation  of  which  may  result  in  a  change  of  control  of  the  company.

EQUITY  COMPENSATION  PLAN  INFORMATION

The  following table sets forth information regarding our 2001 Stock Option Plan
as  of  the  year  ended  December  31,  2001:

<TABLE>
<CAPTION>
                                  (a)                      (b)                         (c)
                        ------------------------  ----------------------  -----------------------------
                                                                              NUMBER OF SECURITIES
                                                                             REMAINING AVAILABLE FOR
                        NUMBER OF SECURITIES TO      WEIGHTED-AVERAGE     FUTURE ISSUANCE UNDER EQUITY
                        BE ISSUED UPON EXERCISE     EXERCISE PRICE OF          COMPENSATION PLANS
                        OF OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,       (EXCLUDING SECURITIES
PLAN CATEGORY             WARRANTS AND RIGHTS      WARRANTS AND RIGHTS      REFLECTED IN COLUMN (A))
----------------------  ------------------------  ----------------------  -----------------------------
<S>                     <C>                       <C>                     <C>
EQUITY COMPENSATION
PLANS APPROVED BY                      1,475,000  $                 1.72                      1,525,000
SECURITY HOLDERS (1)
----------------------  ------------------------  ----------------------  -----------------------------
EQUITY COMPENSATION
PLANS NOT APPROVED BY                         --                      --                             --
SECURITY HOLDERS
----------------------  ------------------------  ----------------------  -----------------------------
TOTAL                                  1,475,000  $                 1.72                      1,525,000
----------------------  ------------------------  ----------------------  -----------------------------
<FN>
(1) The 2001 Stock Option Plan was approved by the shareholders on February 26, 2001.
</TABLE>

In  connection  with the Share and Option Purchase Agreement with the Trustee of
The  Better  Blocks  Trust,  we  purchased  all  of  the  equity  interest  in
Windowshoppc.com  Limited  and R.J.M. Ventures, an option to purchase all of the
equity  in  Better  Blocks  International  Limited,  and a license to all of the
assets  owned  by Better Blocks International Limited.  The purchase price under


                                       28
<PAGE>
the agreement was 8,000,000 shares of our common stock and a $590,723 promissory
note.  The  option exercise price under the agreement is the issuance of another
500,000  shares  of  our  common  stock.  The  option has an initial term of ten
years.  During  the first five years of the term, the option may be exercised by
the  mutual  agreement of the Trustee of The Better Blocks Trust and us.  At the
end  of  the  first  five  years  and  each year after the first five years, the
Trustee  of  The  Better  Blocks  Trust may extend the term of the option by one
year,  and the option may be exercised by the mutual agreement of the Trustee of
The Better Blocks Trust and us.  Once less than five years remain in the term of
the  option,  we  may  exercise  the  option  in  our sole discretion.    We may
terminate  the  option  term  at  any  time  in  our  sole  discretion.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

In  November  1999,  the original Moran Dome Exploration, Inc. shareholders, who
held  a  total  of  1,000,000  shares  and  the  members of David R. Mortenson &
Associates,  who  held a total of 1,000,000 shares, sold their shares to William
Flohr, a member of our board of directors; Stephen Jarvis, a member of our board
of  directors;  and  Thomas Woolsey,  our president, secretary and member of our
board  of  directors.

Mr.  Crosby,  a member of our board of directors, has assisted in positioning us
for  our registered offering of common stock.  Depending on the level of success
of  our  registered offering, Mr. Crosby may join us permanently as an executive
officer.  If  Mr.  Crosby  joins  us  as  an executive officer, his compensation
package  would  include  a  significant  grant  of  stock options for his future
service.  Under  the  rules of the SEC, Mr. Crosby could be considered a founder
or  promoter  of  our  company.

Except  as  noted  below,  no  director,  executive  officer  or  nominee  of
International Commercial Television, and no owner of five percent or more of the
company's outstanding shares or any member of their immediate family has entered
into  or  proposed any transaction with the company in which the amount involved
exceeds  $60,000.

On April 1, 2000, we entered into a share and option purchase agreement with The
Better  Blocks  Trust,  of  which  Kelvin Claney, who is now our chief executive
officer,  director  and  treasurer,  is  co-trustee.  Under  the  agreement,  we
purchased  all  of  the  equity  interest in Windowshoppc.com Limited and R.J.M.
Ventures  Limited  and  an option to purchase all of the equity in Better Blocks
International Limited, as well as a license to all of the assets owned by Better
Blocks  International  Limited.  The  purchase  price  under  the  agreement was
8,000,000 shares of Moran Dome's common stock and a $590,723 promissory note. As
of December 31, 2001, the principal and accrued interest on the note amounted to
$688,772.  The  option  exercise price is the issuance of another 500,000 shares
of  our  common stock.  Mr. Claney is a founder and the driving force behind our
business to date, and under the rules of the SEC, he may be considered a founder
or  promoter  of  our  company.

We  have  received  short-term  advances  from  Kelvin  Claney.  The outstanding
balance  of  the advances received from Mr. Claney was approximately $377,000 as
of  December  31,  2001,  and  approximately  $158,000  as of December 31, 2000.

We  have an ongoing third-party arrangement with Positive Response Vision, Inc.,
of  which  our  director  Stephen  Jarvis  is  president.  Under  the agreement,
Positive  Response  Vision, Inc. acts as a third-party distributor of certain of
our  products,  including  Smart  Stacks and Derma Wand.  In some instances, the
third-party agreement we have with Positive Response Vision, Inc. has been based
on royalties of $2.00 per unit, but in most cases Positive Response Vision, Inc.
purchases  units from us at an agreed price.  We received approximately $151,000
of  our  total  revenues from sales to Positive Response Vision, Inc. during the
fiscal  year  ended  December  31, 2001, and approximately $108,000 of our total
revenues  during  the  fiscal  year  ended  December  31,  2000.

Our  director  William Flohr is a director and greater than 10% beneficial owner
of  Amden  Corp.,  which  owns  Cybersonic.  We  periodically  purchase units of
Cybersonic  from  Amden Corp. and act as the international distributor for them.
In  acting as the international distributor, we generally receive the difference
between  the price at which we sell the product to the international infomercial
operator  and  the price at which we acquire the product from Amden Corp. During
the  year  ended  December  31,  2001,  we  recognized approximately $485,000 in
revenue  from sales of Cybersonic to international infomercial operators, and we


                                       29
<PAGE>
paid  Amden Corp. approximately $411,000.  During the fiscal year ended December
31,  2000,  we  recognized  approximately  $2,500  of  revenue  from  sales  of
Cybersonic,  and  we  paid  Amden  Corp.  approximately  $2,375.

In  August  2001,  we entered into an Independent Sales Representative Agreement
with  Dimensional  Marketing  Concepts, Inc. to act as our exclusive independent
sales  representative  to manage the promotion, marketing and sale of certain of
our products into retail channels of trade in the United States and Puerto Rico.
Our  directors Louis Basenese and Richard Pitera are the chief executive officer
and  president, respectively, of Dimensional Marketing Concepts, Inc.  Under the
agreement,  we  are  generally obligated to pay Dimensional Marketing Concepts a
commission  of  15%  of  the  aggregate  proceeds  received  by us from sales to
Dimensional  Marketing  Concepts  Inc.  accounts,  less taxes and such things as
markdowns, discounts, returns and refunds, etc. In consideration of the services
to  be performed under the agreement by Dimensional Marketing Concepts, Inc. and
for  their  service as directors, we granted Mr. Basenese and Mr. Pitera options
to  purchase a total of 170,000 shares each of our common stock.  As of December
31,  2001,  we  have  not paid any commissions to Dimensional Marketing Concepts
under  the  agreement.

CERTAIN  BUSINESS  RELATIONSHIPS

Except  with regard to the transaction described above with Kelvin Claney in his
capacity  as co-trustee of The Better Blocks Trust and the transaction described
above  with  William  Flohr  in  his  capacity  as director and greater than 10%
beneficial  owner  of  Amden  Corp., no director, executive officer, nominee for
election  as  director,  beneficial  owner  of  5%  of  International Commercial
Television  Inc.  or  member  of  the  immediate family of any such persons was,
during  the  fiscal  year  ended  December  31,  2001,  or the fiscal year ended
December  31, 2000, an executive officer or beneficial owner of more than 10% of
any other entity that has engaged in a transaction with International Commercial
Television  in excess of 5% of either the company's revenues or assets, and none
of such persons has any such interest in any transaction proposed as of the date
of  filing  of  this  report.

INDEBTEDNESS  OF  MANAGEMENT

There  are  no  persons  who  are directors, executive officers of International
Commercial  Television,  nominees  for  election as a director, immediate family
members  of the foregoing, corporations or organizations (in which the foregoing
are  executive  officers or partners, or 10% of the shares of which are directly
or  beneficially  owned  by  the  foregoing),  trusts  or  estates (in which the
foregoing  have  a  substantial beneficial interest or as to which the foregoing
serve  as a trustee or in a similar capacity) that are indebted to International
Commercial  Television  in  an  amount  in  excess  of  $60,000.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

EXHIBITS

2.1*     Share  and  Option  Purchase  Agreement
3.1*     Amended  and  Restated  Articles  of  Incorporation
3.2*     Amended  and  Restated  Bylaws
3.3*     First  Amendment  to  Amended  and  Restated  Bylaws
4.1*     Specimen  Share  Certificate
10.1*    Manufacturing,  Marketing  and  Royalty  Agreement  with  Omega  5
         Technologies
10.2*    2001  Stock  Option  Plan
10.3*    Promissory  Note  made  by  Moran Dome Exploration Inc. payable to the
         Trustees of The Better Blocks Trust, in the amount of $590,723.27
10.4*    Extension of Promissory Note dated August 23, 2001, by and between the
         Trustees of The Better Blocks Trust and International Commercial
         Television Inc.
10.5*    Independent  Sales  Representative  Agreement  between  International
         Commercial Television Inc. and Dimensional Marketing Concepts, Inc.
10.6**   Assignment  of  Trademark  by  Dimensional  Marketing  Concepts, Inc.
21.1*    Subsidiaries  of  International  Commercial  Television  Inc.


                                       30
<PAGE>
*  Incorporated  by  reference  from the Form SB-2 filed with the Securities and
Exchange  Commission  on  October  3,  2001.

**  Incorporated  by  reference from Amendment No. 1 to Form SB-2 filed with the
Securities  and  Exchange  Commission  on  December  24,  2001.

REPORTS  ON  FORM  8-K

No  reports  on  Form  8-K were filed during the three months ended December 31,
2001.


                                       31
<PAGE>
                                   SIGNATURES
                                   ----------

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     INTERNATIONAL  COMMERCIAL  TELEVISION  INC.

Date: March  27,  2002           By: /s/  Thomas  Woolsey
      ----------------               ---------------------------
                                          Name:  Thomas  Woolsey
                                          Title:  President


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

   By:  /s/  Thomas  Woolsey                            Date:  March  27,  2002
        --------------------                                   ----------------
        Name:  Thomas  Woolsey
        Title:  President,  Secretary  and  Director


   By:  /s/  Kelvin  Claney                              Date:  March 29,  2002
        -------------------                                     ---------------
        Name:  Kelvin  Claney
        Title:  Chief  Executive  Officer,  Director


   By:  /s/  Keith  Smith                                Date:  March 29,  2002
        -----------------                                       ---------------
        Name:  Keith  Smith
        Title:  Chief  Financial  Officer,
        Principal  Accounting  Officer

   By:  /s/  Thomas  Crosby                              Date:  March 29,  2002
        -------------------                                     ---------------
        Name:  Thomas  Crosby
        Title:  Director

   By:  /s/  Stephen  J.  Jarvis                         Date:  March 30,  2002
        ------------------------                                ---------------
        Name:  Stephen  J.  Jarvis
        Title:  Director

   By:                                                   Date:
        -----------------------                                ---------------
        Name:  William  R.  Flohr
        Title:  Director

   By:  /s/  Louis  J.  Basenese                         Date:  March 29,  2002
        ------------------------                                ---------------
        Name:  Louis  J.  Basenese
        Title:  Director

   By:  /s/  Richard  Pitera                             Date:  March 29,  2002
        --------------------                                    ---------------
        Name:  Richard  Pitera
        Title:  Director


                                       32
<PAGE>
<TABLE>
<CAPTION>
                             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                             INTERNATIONAL COMMERCIAL TELEVISION INC.

<S>                                                                                            <C>
Independent Auditor's Report, dated March 25, 2002. . . . . . . . . . . . . . . . . . . . . .  F-1

Consolidated Balance Sheets as at December 31, 2001 and 2000 (audited). . . . . . . . . . . .  F-2

Consolidated Statement of Operations for the years ended December 31, 2001 and 2000 (audited)  F-3

Consolidated Statement of Cash Flows for the years ended December 31, 2001 and 2000 (audited)  F-4

Consolidated Statement of Shareholders' Equity as at December 31, 2001 and 2000 (audited) . .  F-5

Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . .  F-6
</TABLE>


<PAGE>
REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

To  the  Board  of  Directors  and  Shareholders  of
International  Commercial  Television,  Inc.  and  Subsidiaries
Boca  Raton,  Florida


We  have  audited  the accompanying consolidated balance sheets of International
Commercial  Television,  Inc. and Subsidiaries as of December 31, 2001 and 2000,
and  the related consolidated statements of operations, shareholders' equity and
cash  flows  for  the years ended December 31, 2001 and 2000. These consolidated
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes 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 consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
International  Commercial  Television,  Inc. and Subsidiaries as of December 31,
2001 and 2000, and the results of its consolidated operations and cash flows for
the  years  ended  December  31,  2001  and  2000  in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.



/s/  Moore  Stephens  Frazer  and  Torbet,  LLP



City  of  Industry,  California
March  25,  2002


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
            INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                         AS OF DECEMBER 31, 2001 AND 2000
                         --------------------------------


                                                      2001          2000
                                                  ----------  ----------
<S>                                               <C>         <C>
ASSETS
------

CURRENT ASSETS:
  Cash                                            $           $  43,128
  Accounts receivable                                            82,419
  Related party receivable                           21,063
  Inventory, net                                        400      10,000
  Prepaid expenses                                   18,875      36,809
  Deferred charges                                  124,996
                                                  ----------  ----------
    Total current assets                            165,334     172,356
                                                  ----------  ----------

PROPERTY AND EQUIPMENT:
  Computers and software                             14,558      12,096
  Less accumulated depreciation                       5,161       1,772
                                                  ----------  ----------
    Property and equipment, net                       9,397      10,324
                                                  ----------  ----------

      Total assets                                $ 174,731   $ 182,680
                                                  ==========  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------

CURRENT LIABILITIES:
  Bank overdraft                                  $   1,792   $
  Accounts payable and accrued liabilities          106,388      39,041
  Advances from shareholder                         377,362     157,600
                                                  ----------  ----------
    Total current liabilities                       485,542     196,641
                                                  ----------  ----------

NOTE PAYABLE AND ACCRUED INTEREST
  TO SHAREHOLDER
                                                    688,772     632,839
                                                  ----------  ----------
SHAREHOLDERS' EQUITY:
  Common stock, $.001 par value, 100,000,000
    shares authorized, 10,249,500 issued
    and outstanding                                     150         150
  Additional paid-in capital                        (11,873)   (291,873)
  Accumulated deficit                              (707,860)   (355,077)
  Unearned compensation                            (280,000)
                                                  ----------  ----------
    Total shareholders' equity                     (999,583)   (646,800)
                                                  ----------  ----------

      Total liabilities and shareholders' equity  $ 174,731   $ 182,680
                                                  ==========  ==========

The  accompanying  notes  are  an  integral  part of this consolidated financial
statement.
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                 ----------------------------------------------


                                    2001         2000
                                 -----------  ----------
<S>                              <C>          <C>
NET SALES                        $1,239,685   $ 727,078
COST OF SALES                       930,987     374,851
                                 -----------  ----------
GROSS PROFIT                        308,698     352,227
                                 -----------  ----------

OPERATING EXPENSES:
  Depreciation                        3,389       1,772
  Research and development            3,267     168,712
  Acquisition costs                  30,008      28,770
  General and administrative        391,789     176,536
  Selling and marketing             106,379     261,287
  Royalties                          41,346      17,902
  Rent                                6,712       3,914
                                 -----------  ----------
    Total operating expenses        582,890     658,893
                                 -----------  ----------

OPERATING LOSS                     (274,192)   (306,666)
                                 -----------  ----------

OTHER EXPENSE:
  Interest expense, shareholder      55,933      42,116
  Interest expense                   22,658       6,295
                                 -----------  ----------
    Total other expense              78,591      48,411
                                 -----------  ----------

LOSS BEFORE INCOME TAXES           (352,783)   (355,077)

INCOME TAXES                              -           -
                                 -----------  ----------

NET LOSS                         $ (352,783)  $(355,077)
                                 ===========  ==========

BASIC LOSS PER SHARE             $    (0.03)  $   (0.04)
                                 ===========  ==========

FULLY DILUTED LOSS PER SHARE     $    (0.03)  $   (0.04)
                                 ===========  ==========

The  accompanying  notes  are  an  integral  part of this consolidated financial
statement.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                         INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                               FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                               ----------------------------------------------


                                                  Additional
                            Number of               Paid-In    Accumulated   Unearned
                             Shares      Amount     Capital      Deficit   Compensation      Totals
                           -----------  --------  ------------  ---------  -------------  ------------
<S>                        <C>          <C>       <C>           <C>        <C>            <C>
Balances, January 1, 2000   8,000,000   $         $             $          $              $

Issuance of common stock    2,100,000

Issuance of common stock      149,500       150       298,850                                 299,000

Note payable issued
  in connection with
  recapitalization                                   (590,723)                               (590,723)

Net loss                                                        (355,077)                    (355,077)
                           -----------  --------  ------------  ---------  -------------  ------------

Balances, December 31,
  2000, as restated        10,249,500           150  (291,873)  (355,077)                    (646,800)

Grants of stock options                               280,000                  (280,000)

Net loss                                                        (352,783)                    (352,783)
                           -----------  --------  ------------  ---------  -------------  ------------

Balances, December 31,
    2001                   10,249,500   $   150   $  (11,873)  $(707,860)  $   (280,000)  $  (999,583)
                           ===========  ========  ============  =========  =============  ============

The  accompanying  notes  are  an  integral  part of this consolidated financial statement.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
            INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                  ----------------------------------------------


                                                               2001        2000
                                                            ----------  ----------
<S>                                                         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $(352,783)  $(355,077)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                              3,389       1,772
      Decrease (increase) in accounts receivable               82,419     (82,419)
      Increase in related party receivable                    (21,063)
      Decrease (increase) in inventory                          9,600     (10,000)
      Decrease (increase) in prepaid expenses                  17,934     (36,809)
      Increase in deferred charges                           (124,996)
      Increase in accounts payable and accrued liabilities     67,347      39,041
      Increase in accrued interest on note payable             55,933      42,116
                                                            ----------  ----------
        Net cash used in operating activities                (262,220)   (401,376)
                                                            ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                          (2,462)    (12,096)
                                                            ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in bank overdraft                                    1,792
  Advances from shareholder                                   449,718     391,763
  Payments to shareholder                                    (229,956)   (234,163)
  Proceeds from issuance of common stock                                  299,000
                                                            ----------  ----------
    Net cash provided by financing activities                 221,554     456,600
                                                            ----------  ----------

NET (DECREASE) INCREASE IN CASH                               (43,128)     43,128

CASH, beginning of the year                                    43,128           -
                                                            ----------  ----------

CASH, end of year                                           $       -   $  43,128
                                                            ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Interest expense paid                                     $  22,658   $   6,295
                                                            ==========  ==========

  Income taxes paid                                         $       -   $       -
                                                            ==========  ==========

SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

  Note payable used to finance acquisitions                 $       -   $ 590,723
                                                            ==========  ==========

The  accompanying  notes  are  an  integral  part of this consolidated financial
statement.
</TABLE>


                                      F-5
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization
------------

International  Commercial  Television,  Inc.  (the Company (ICT)), was organized
under  the  laws  of  the  state of Nevada on June 25, 1998.  From June 25, 1998
through  March  31,  2000, the Company had limited operations and assets. During
this period, the Company did not commence planned principal operations or derive
any  revenue  therefrom  and  consequently  was  considered  a development stage
company  as  defined  by  SFAS  No.  7.

On April 1, 2000, the Company entered into a Share and Option Purchase Agreement
with the trustees of The Better Block Trust (BBT), which owned or controlled all
of  the  equity  interest  in  Windowshoppc.com  Limited  (WSL), R.J.M. Ventures
Limited  (RJML)  and  Better  Blocks  International  Limited  (BBIL).  Under the
agreement,  the Company purchased all of the equity interest in WSL and RJML, an
option  to  purchase  all of the equity in BBIL and obtained a license to all of
the  assets owned by BBIL.  The purchase price under the agreement was 8,000,000
shares of the Company's common stock and a $590,723 promissory note.  The option
exercise  price is the issuance of an additional 500,000 shares of the Company's
common  stock.  For  accounting purposes, the acquisition has been treated as an
acquisition  of  ICT  by WSL and RJML and as a recapitalization of WSL and RJML.
The  historical financial statements prior to April 1, 2000 are those of WSL and
RJML.  The  operations  presented in the financial statements from April 1, 2000
through  December  31,  2001  are that of ICT, WSL and RJML.  Proforma operating
results,  as  if the acquisition had taken place at the beginning of the period,
have  not  been  presented,  as  the  operations  of  ICT  were  negligible.

Windowshoppc.com Limited was organized under the laws of New Zealand on June 25,
1999  and  has  a  fiscal  year  end  of  March  31.

R.J.M. Ventures Limited was organized under the laws of New Zealand on April 23,
1998  and  has  a  fiscal  year  end  of  March  31.

Nature  of  operations
----------------------

The  Company  sells  various  consumer  products.  The  products  are  primarily
marketed  and  sold  through  infomercials. The products are sold throughout the
United  States and internationally via the infomercials.  Although the companies
are  incorporated  in  Nevada and New Zealand, operations are currently run from
Boca  Raton,  Florida.

Principles  of  consolidation
-----------------------------

The  accompanying consolidated financial statements include 100% of the accounts
of  the Company and its wholly-owned subsidiaries, WSL and RJML. All significant
inter-company  transactions  and  accounts  have  been  eliminated.

Accounting  method
------------------

The  Company's  consolidated financial statements are prepared using the accrual
method  of  accounting.  The  Company  has  elected  a  December  31  year  end.

New  accounting  pronouncements
-------------------------------

The  Company  has  adopted  the  provisions  of  SFAS  No.  133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative financial instruments and hedging activities.
The  adoption  of this statement did not have a material impact to the Company's
consolidated  financial  statements.


                                      F-6
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

New  accounting  pronouncements  (continued)
--------------------------------------------

The  Company  has  adopted  SAB  No.  101,  "Revenue  Recognition  in  Financial
Statements"  (SAB  101).  SAB 101 establishes accounting and reporting standards
for the recognition of revenue.  It states that revenue generally is realized or
realizable and earned when all of the following criteria are met: (1) persuasive
evidence  of  an  arrangement exists; (2) delivery has occurred or services have
been rendered; (3) the seller's price to the buyer is fixed or determinable; (4)
collectibility  is  reasonably  assured.  The adoption of this statement did not
have  a  material  impact  on  the  Company's consolidated financial statements.

The  Company  adopted  the  provisions  of  FIN  No. 44, "Accounting for Certain
Transactions  Involving Stock Compensation (an interpretation of APB Opinion No.
25)."  FIN  44  clarifies  the  application  of  Opinion No. 25 for only certain
issues.  It  does  not address any issues related to the application of the fair
value  method  in  Statement  No.  123. Among other issues, FIN 44 clarifies the
definition  of  employee  for  purposes of applying Opinion 25, the criteria for
determining  whether  a plan qualifies as a noncompensatory plan, the accounting
consequence  of various modifications to the terms of the previously fixed stock
option  or award, and accounting for an exchange of stock compensation awards in
a business combination. The adoption of this principle had no material impact on
the  Company's  consolidated  financial  statements.

The  Financial  Accounting  Standards  Board  has issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."   These
statements  will change the accounting for business combinations and goodwill in
two  significant  ways.  First,  SFAS  141  requires that the purchase method of
accounting  be used for all business combinations initiated after June 30, 2001.
Use  of  the  pooling-of-interests  method will be prohibited.  Second, SFAS 142
changes the accounting for goodwill from an amortization method to an impairment
only  approach.  Thus,  amortization of goodwill, including goodwill recorded in
past  business  combinations,  will cease upon adoption of that statement, which
for companies with calendar year ends, will be January 1, 2002.  The adoption of
this  new statement did not have a material impact to the Company's consolidated
financial  statements.

The  Financial  Accounting  Standards Board has issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets."  This statement superceded
SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets  to  be  Disposed  of."  This  statement removes goodwill from its scope,
(addressed in SFAS No. 142) and addresses long-lived assets to be held and used,
to  be  disposed  of  other  than  by  sale  and to be disposed of by sale.  The
provisions  of  this  statement  are required to be applied starting with fiscal
years  beginning after December 31, 2001.  The Company expects that the adoption
of  this  new  statement  will  not  have  a  material  impact  to the Company's
consolidated  financial  statements.

Revenue  recognition
--------------------

Product  sales  revenue  is  recognized  upon  shipment  of  the  product to the
customer.  The  Company  has a return policy whereby the customer can return any
product  received within 30 days of receipt for a full refund excluding shipping
and  handling.  The  Company  provides  an allowance for returns based upon past
experience.  Revenue  related  to  the sale of third party products is generally
recorded  at gross amounts with a corresponding charge to cost of sales. Certain
third  party  products are sold under a commission basis and only the commission
income  is  recorded  for  these  sales.


                                      F-7
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Concentration  of  credit  risk
-------------------------------

Financial instruments, which potentially subject the Company to concentration of
credit  risk,  include cash and trade receivables. The Company maintains cash in
bank  accounts  that, at times, may exceed federally insured limits. The Company
has  not  experienced any losses in such accounts and believes it is not exposed
to  any significant risks on its cash in bank accounts.  As of December 31, 2001
and 2000, substantially all of the Company's trade receivables were due from two
customers  and  one  customer,  respectively.

Cash  equivalents
-----------------

The  Company  considers  all  unrestricted  highly  liquid  investments  with an
original  maturity  of  three  months  or  less  to  be  cash  equivalents.

Accounts  receivable
--------------------

No  allowance  for  uncollectible  accounts  has  been  provided.  The Company's
management  has  evaluated  the  accounts and believes they are all collectible.

Inventory
---------

Inventory  consists primarily of products held for resale, and are stated at the
lower  of  cost  (first-in,  first-out  method)  or  market.

Property  and  equipment
------------------------

Property and equipment are carried at cost and depreciation is computed over the
estimated  useful  lives  of  the  individual  assets ranging from 3 to 5 years.
Depreciation  is  computed  using  the  straight-line  method.

The  related  cost  and  accumulated depreciation of assets retired or otherwise
disposed  of  are  removed  from  the accounts and the resultant gain or loss is
reflected  in  earnings.  Maintenance  and  repairs are expensed currently while
major  renewals  and  betterments  are  capitalized.

Long-term  assets  of  the  Company  are  reviewed  annually as to whether their
carrying  value  has become impaired. Management considers assets to be impaired
if  the  carrying  value  exceeds  the  future projected cash flows from related
operations.  Management  also  re-evaluates  the  periods  of  amortization  to
determine  whether subsequent events and circumstances warrant revised estimates
of useful lives.  As of December 31, 2001, management expects these assets to be
fully  recoverable.

Depreciation  expense amounted to $3,389 and $1,772 for the years ended December
31,  2001  and  2000,  respectively.

Shipping  and  handling
-----------------------

Shipping  and  handling  costs  are  included  in  cost  of sales.  Shipping and
handling  costs  amounted to $3,451 and $27,211 for the years ended December 31,
2001  and  2000,  respectively.  Amounts  paid  to  the Company by customers for
shipping  and  handling  charges  are  included  in  net  sales.


                                      F-8
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Research  and  development
--------------------------

Research  and  development  costs  are  expensed  as  incurred.  Research  and
development  costs  primarily  consist  of  efforts  to discover and develop new
products  and the testing and development of direct-response advertising related
to  these  products.  Research  and  development  expense amounted to $3,267 and
$168,712  for  the  years  ended  December  31,  2001  and  2000,  respectively.

Advertising  costs
------------------

Advertising  costs  are  expensed  as  incurred and are included in research and
development  expense  and  selling  and  marketing  expense  in the accompanying
consolidated financial statements.  Advertising expense amounted to $179,889 for
the  year  ended  December  31, 2000.  No such expense exists for the year ended
December  31,  2001.

Income  taxes
-------------

The  Company uses the asset and liability method of accounting for income taxes,
which  requires  the  recognition of deferred tax liabilities and assets for the
expected  future tax consequences of temporary differences between tax bases and
financial  reporting  bases  of  assets  and  liabilities.

Income  tax  benefits have not been recorded during the current period on United
States and New Zealand losses.  These benefits will be recorded when realized or
at  such  time  it  is determined that these benefits are likely to be realized.

Stock  options
--------------

The  Company  applies  APB  Opinion  No.  25,  "Accounting  for  Stock Issued to
Employees,"  and  related  Interpretations  in  accounting  for all stock option
plans.  Under  APB 25, compensation cost is recognized for stock options granted
to  employees  when  the  option is less than the market price of the underlying
common  stock  on  the  date  of  grant.

SFAS  Statement No. 123, "Accounting for Stock-Based Compensation," requires the
Company  to provide proforma information regarding net income and net income per
share  as  if  compensation costs for the Company's stock option plans and other
stock  awards had been determined in accordance with the fair value based method
prescribed  in  SFAS  123.  The  Company  estimates the fair value of each stock
award  at  the  grant  date  by  using  the  Black-Scholes option pricing model.

Use  of  estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  of  the  United States of America requires management to
make  estimates  and  assumptions  that  affect  the  amounts  reported  in  the
consolidated  financial  statements and accompanying notes.  Management believes
that  the  estimates utilized in preparing its consolidated financial statements
are  reasonable  and prudent.  Actual results could differ from these estimates.


                                      F-9
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  2  -  BUSINESS  ACQUISITION

On April 1, 2000, the Company entered into a Share and Option Purchase Agreement
with  the  trustees of BBT, which owned or controlled all of the equity interest
in  WSL,  RJML  and  BBIL. Under the agreement, the Company purchased all of the
equity interest in WSL and RJML, an option to purchase all of the equity in BBIL
and  obtained  a license to all of the assets owned by BBIL.  The purchase price
under  the  agreement  was  8,000,000 shares of the Company's common stock and a
$590,723  promissory  note.  The  option  exercise  price  is the issuance of an
additional  500,000  shares  of the Company's common stock. Upon the exercise of
the  option,  the  assets  acquired  will be recorded at BBIL's historical cost.

The  license to all of the assets owned by BBIL consisted primarily of exclusive
worldwide  rights  to  manufacture,  market,  distribute,  further  develop, and
otherwise  fully  exploit  the  proprietary  rights  owned by BBIL.  The license
rights  have an initial term of 10 years, at the end of the first five years and
at  the  end  of  each  subsequent  year,  BBIL may extend the term by one year.

For  accounting  purposes, the acquisition has been treated as an acquisition of
ICT  by  WSL and RJML and as a recapitalization of WSL and RJML.  As of April 1,
2000  (date  of  acquisition),  WSL,  RJML and BBIL were valued at approximately
$15,000,000  in  an  independent  appraisal performed by Houlihan Lokey Howard &
Zukin  Financial Advisors, Inc.  The Company believes the value of the assets it
acquired  was  $13,900,000, because it currently has only license rights related
to  BBIL,  and  not  ownership  of  BBIL's  goodwill.


NOTE  3  -  DEFERRED  CHARGES

Deferred  charges  consist  of  specific  costs  directly  attributable  to  the
Company's  proposed offering.  These costs will be charged against the Company's
gross  proceeds  from  the  proposed  offering.


NOTE  4  -  LICENSE  AND  RECONVEYANCE  AGREEMENTS

Effective  April  1,  2000,  the Company entered into a License and Reconveyance
Agreement  with  WSL and RJML.  These agreements are royalty-free.  WSL and RJML
own or have rights in certain intellectual properties that they do not presently
wish  to  exploit, but which it may wish to exploit in the future.  Accordingly,
WSL  and  RJML  granted  all  production  rights, proprietary rights, inventory,
development  rights,  hard  assets,  licenses  and  any  assets or rights to the
Company.  The  Company  has  the  right  to  further  develop  and  enhance  the
intellectual  properties as the Company sees fit.  At the option of WSL or RJML,
they  can  demand  to  reconvey  all grants previously given to the Company. The
license  agreements  are  in  effect until WSL and RJML exercise their rights to
demand  reconveyance.


NOTE  5  -  FINANCIAL  INSTRUMENTS

Statement  of  Financial  Accounting  Standards No. 107 (SFAS 107), "Disclosures
About Fair Value of Financial Instruments" requires disclosure of the fair value
of  financial  instruments held by the Company.  SFAS 107 defines the fair value
of  financial  instruments  as  the  amount  at  which  the  instrument could be
exchanged  in  a  current  transaction  between  willing parties.  The following
methods  and  assumptions  were  used  to  estimate  fair  value:

The  carrying  amount  of accounts receivable and payable approximate fair value
due  to  their  short-term  nature.  The  carrying  amount  of note payable debt
approximates  fair  value  based  on the borrowing rate of prime rate plus 1.0%.


                                      F-10
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES

Smart  Stacks  and  Derma  Wand
-------------------------------

On  May  18, 1998, RJML entered into a manufacturing, marketing and distribution
agreement  with  the inventor of Smart Stacks. Smart Stacks is a set of rotating
and  stacking  storage trays.  Pursuant to the agreement, the inventor grants to
RJML  the  exclusive  right to manufacture, advertise, promote, market, sell and
distribute  Smart  Stacks  worldwide through all means.  In consideration of the
grants  received,  RJML  shall  pay a royalty at a rate between 2.0% and 5.0% of
RJML's  net  sales  depending  on various scenarios as defined in the agreement.
The  initial  term  of  the  agreement is five years starting May 18, 1998.  The
agreement  automatically  and  continually renews for successive additional five
year  terms  unless  RJML  is  in material default and is notified in writing at
least  thirty  days  prior to the end of the then current term that the inventor
intends  to  terminate  the  agreement.

On  July  1,  1998,  RJML entered into a production agreement with The Broadcast
Arts  Group,  Inc. (BAG) for the creation of infomercials of Smart Stacks.  RJML
pays  all  necessary  expenses  for  the  creation of the infomercials and after
completion,  will  retain  all rights, title and interest arising under the U.S.
Copyright  Act,  the U.S. Trademark Act and all other applicable laws, rules and
regulations in and to the entire editorial, visual, audio and graphic content of
the infomercials. In consideration of services rendered by BAG, RJML shall pay a
royalty at a rate between 2.0% and 2.5% of RJML's adjusted gross sales depending
on  various  scenarios  as  defined  in  the  agreement.  This  agreement has an
indefinite  term,  however, it may be terminated upon thirty days written notice
under  certain  conditions  as  defined  in  the  agreement.

On  August  17,  1999,  WSL entered into a production agreement with BAG for the
creation of infomercials of Derma Wand.  WSL pays all necessary expenses for the
creation of the infomercials and after completion, will retain all rights, title
and  interest  arising  under the U.S. Copyright Act, the U.S. Trademark Act and
all other applicable laws, rules and regulations in and to the entire editorial,
visual,  audio  and  graphic  content  of the infomercials.  In consideration of
services  rendered  by  BAG,  WSL  shall pay a royalty at a rate of: (i) 2.0% of
WSL's  adjusted  gross  revenue made in the United States to consumers in direct
response  to  airings  of  the infomercial, (ii) $1.00 for each unit sold in the
United  States  to  consumers  via  all other means, (iii) 5.0% of the wholesale
selling  price  to  televised  home  shopping  retailers as to which BAG renders
coordination  services,  (iv)  2.0%  of the wholesale selling price to televised
home  shopping  retailers as to which BAG does not render coordination services,
and (v) $.75 for each unit sold outside of the United States.   The initial term
of  this  agreement  is  until August 31, 2002.  Upon expiration, this agreement
automatically  and continually renews for successive additional three year terms
unless  either  party  is  in  material  breach and the other party notifies the
breaching  party  in  writing  at least thirty days prior to the end of the then
current  term.

On  October  15,  1999,  WSL  entered  into  an  endorsement  agreement  with an
individual for her appearance in a Derma Wand infomercial.  Under the agreement,
WSL  paid  a fixed amount for the individual's appearance in the infomercial and
an  airing fee of $6,500 for each calendar quarter during which WSL continues to
air  said infomercial.  On July 11, 2001, the agreement was amended to include a
royalty  payment  of  $.50  for  each  unit sold internationally, with a maximum
royalty  payment  of  $6,500  for  any  one  calendar  quarter.  Further, if the
infomercial  is aired in the United States, then the airing fee will revert back
to  a  flat  $6,500  per calendar quarter.  The initial term of the agreement is
five  years  starting  October  15,  1999.  The  agreement  automatically  and
continually  renews  for successive additional five year terms unless RJML is in
material  default  and  is notified in writing at least thirty days prior to the
end  of  the  then  current  term  that  the individual intends to terminate the
agreement.

The  Company assumed any and all responsibilities associated with the agreements
noted above on April 1, 2000, pursuant to the license and reconveyance agreement
disclosed  in  Note  4.


                                      F-11
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Other  matters
--------------

On  January  5,  2001,  WSL  entered into a marketing and royalty agreement with
Omega  5.  WSL  shall  have worldwide nonexclusive rights to manufacture, market
and  distribute  Derma  Wand.  In consideration of these rights, WSL shall pay a
royalty  at  a  rate  between  $2.50  and $5.00 for each unit sold of Derma Wand
depending  on  various  scenarios as defined in the agreement.  The agreement is
silent  as  to  its  duration.

On August 10, 2001, the Company entered into an agreement with Tel America Media
Incorporated  (TAM),  granting  TAM  the right to exclusively sell Better Blocks
products  by  way  of  direct response television advertising using infomercials
owned  by the Company for the period of September 30, 2001 to December 29, 2001.
Under  the  agreement, the Company earned a royalty of $1.50 for each 1000 piece
Better  Blocks  Kits  sold.

On  August  13,  2001,  the  Company  entered into an agreement with Dimensional
Marketing  Concepts,  Inc. (DMC), granting DMC the right to act as the exclusive
independent  sales representative to manage the promotion, marketing and sale of
certain  products, as defined in the agreement, into retail channels of trade in
the  United States and Puerto Rico. The chief executive officer and president of
DMC  serve  as  directors of the Company.  Under the agreement, the Company will
pay  DMC  a  commission  at  the  rate  of 15% of net sales for products sold as
defined  in  the  agreement.  The  initial term of the agreement is for a period
starting  August  13,  2001  and  ending  December  31,  2002.  The  agreement
automatically  and  continually  renews  for  additional and successive 36 month
periods, unless either party notifies the other, at least 30 days before the end
of  the  then  current  renewal  term, of its intent to terminate the agreement.

For the period from April 1, 2000 through December 31, 2001, the Company did not
maintain  product  liability  insurance  for  all  products  sold.  For  certain
products, the Company is listed as an additional insured party under the product
manufacturers'  insurance  policy.  At  present,  management is not aware of any
claims  against  the  Company  for  any  products  sold.

The  Company currently has a month to month oral lease for its executive offices
for approximately $400 per month. In addition, the Company rents a portion of an
office  under  a month to month oral lease for certain administrative duties for
approximately  $145  per  month.


NOTE  7  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted  to  $377,362  and  $157,600  as  of  December  31,  2001  and  2000,
respectively.  Interest  rates  charged during these periods ranged from 6.0% to
15.5%.  Interest  incurred  amounted  to  $22,658 and $6,295 for the years ended
December  31,  2001  and  2000,  respectively.

The  Company has a note payable to a shareholder in the amount of $590,723.  The
note  is unsecured and bears interest at an annual rate of prime rate plus 1.0%.
The  prime  rate  was  5.75%  and  9.50%  as  of  December  31,  2001  and 2000,
respectively.  Interest  is  compounded  monthly, principal and interest are due
November  1, 2004. Total principal and accrued interest amounted to $688,772 and
$632,839  as  of  December  31,  2001  and  2000,  respectively.

The Company has made sales to an entity controlled by a director and shareholder
of  the  Company.  Sales  to  this entity amounted to approximately $150,500 and
$108,000  for  the  years  ended  December  31, 2001 and 2000, respectively.  In
addition, as of December 31, 2001, the Company has a receivable from this entity
amounting  to  $10,524.  No  such  receivable  existed  as of December 31, 2000.


                                      F-12
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  7  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

The  Company  has  made  purchases  from  an  entity  with a common director and
shareholder.  Purchases  from this entity amounted to approximately $400,000 and
$2,400  for  the  years  ended  December  31,  2001  and 2000, respectively.  In
addition,  as  of  December  31,  2001,  the  Company has a receivable from this
entity,  amounting  to  $10,539  related  to commission income earned on certain
sales.  No  such  receivable  existed  as  of  December  31,  2000.

NOTE  8  -  CAPITAL  STOCK

As  of  December 31, 2000, the authorized capital stock of the Company consisted
of 10,000,000 shares of common stock, $.001 par value.  As of December 31, 2000,
the  Company  had  10,249,500  shares  of  common  stock issued and outstanding,
249,500  shares  in excess of the number authorized as of that date.  On January
22, 2001, the Company's Board of Directors recommended a resolution to amend and
restate  the  Company's  Articles  of  Incorporation.  The  amended and restated
Articles, among other things, increased the authorized shares of common stock to
100,000,000  and  established  20,000,000 shares of preferred stock having a par
value  of  $.001  per  share.  This  resolution  was  approved by the consent of
shareholders  on  February 26, 2001 and filed with the Nevada Secretary of State
on  March  6,  2001.


NOTE  9  -  CAPITAL  TRANSACTIONS

The  Company  issued  8,000,000 shares of its common stock in the acquisition of
WSL  and  RJML  on  April  1, 2000. Since the acquisition has been treated as an
acquisition  of  ICT  by WSL and RJML and as a recapitalization of WSL and RJML,
the 8,000,000 shares have been shown as outstanding as of the beginning of 2000.
The  2,100,000  shares  previously  outstanding  for  ICT  have been shown as an
issuance  for  the  net  assets  of  ICT.

Between  the  period  June 1, 2000 to October 15, 2000, the Company engaged in a
private  placement  offering  of  its  common  stock.  On  the completion of the
offering,  the  Company  accepted subscriptions for a total of 149,500 shares of
common  stock  for  a  total  of  $299,000  or  $2.00  per  share.


NOTE  10  -  BASIC  AND  FULLY  DILUTED  LOSS  PER  SHARE

Statement  of  Financial  Accounting Standards No. 128 (SFAS 128), "Earnings Per
Share"  requires  presentation of basic earnings per share and dilutive earnings
per  share.

The  computation  of  basic  earnings per share is computed by dividing earnings
available  to  common shareholders by the weighted average number of outstanding
common shares during the period.  Diluted earnings per share gives the effect to
all  dilutive  potential  common  shares  outstanding  during  the  period.  The
computation  of  diluted earnings per share does not assume conversion, exercise
or  contingent exercise of securities that would have an anti-dilutive effect on
losses.


                                      F-13
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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

NOTE  10  -  BASIC  AND  FULLY  DILUTED  LOSS  PER  SHARE  (CONTINED)

The  computations  for  basic  and  fully diluted loss per share are as follows:

<TABLE>
<CAPTION>
For the year ended December 31, 2001:          Loss            Shares         Per-share
                                           (Numerator)      (Denominator)       Amount
                                        ------------------  -------------  ----------------
<S>                                     <C>                 <C>            <C>
Basic and fully diluted loss per share
-------------------------------------
Loss available to common shareholders   $        (352,783)     10,249,500  $         (0.03)
                                        ==================  =============  ================

For the year ended December 31, 2000:          Loss            Shares         Per-share
                                           (Numerator)      (Denominator)       Amount
                                        ------------------  -------------  ----------------

Basic and fully diluted loss per share
--------------------------------------

Loss available to common shareholders   $        (355,077)     10,166,251  $         (0.04)
                                        ==================  =============  ================
</TABLE>

NOTE  11  -  STOCK  OPTION  PLAN

The Company adopted a stock option plan.  The purpose of this Plan is to provide
additional  incentives  to key employees, officers, directors and consultants of
the  Company  and  its subsidiaries in order to help attract and retain the best
available  personnel for positions of responsibility and otherwise promoting the
success  of  the  business  activities. It is intended that options issued under
this  Plan  constitute  nonqualified  stock  options.

The  Company applies Accounting Principles Board ("APB") Opinion 25, "Accounting
for  Stock  Issued  to Employees," and related Interpretations in accounting for
all  stock  option plans.  Under APB Opinion 25, compensation cost is recognized
for  stock  options  granted to employees when the option price is less than the
market  price  of  the underlying common stock on the date of grant. The Company
applies  FASB  statement  123,  "Accounting for Stock-Based Compensation" ("SFAS
NO.123") for stock options granted to consultants, which requires the Company to
use the fair value method to determine the costs of the options. The Company has
not  issued  any  options  to  consultants  as  of  December  31,  2001.

On  September 28, 2001, the Company granted stock options to employees under the
Company's  2001  Stock  Option  Plan.  The  stock  options  granted  amounted to
1,475,000  shares  of  the  Company's  common  stock.  The option exercise price
stated for 1,195,000 of the option shares is $2.00 and for 280,000 of the option
shares  is  $.50 with an exercise option term ranging from 5 to 10 years.  These
options  will  vest  10%  every six months beginning June 30, 2002.  The Company
estimated  the  fair  value  of  its  stock  at $1.50 per share.  This value was
determined based on the price of common stock in the Company's initial offering.
Utilizing the stock options granted with an exercise price of $.50 and $2.00 per
share  resulted  in  unearned  compensation  expense of $280,000, which has been
recorded  to  shareholders'  equity  as  of  December  31,  2001.  The  unearned
compensation  will  be  charged  to  expense  over the periods that services are
rendered  by  the  option  holders beginning June 30, 2002, as the options vest.


                                      F-14
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  11  -  STOCK  OPTION  PLAN  (CONTINUED)

SFAS  No. 13, requires the Company to provide proforma information regarding net
income and net income per share as if compensation costs for the Company's stock
option  plans  and  other  stock  awards  to  employees,  had been determined in
accordance  with  the  fair  value based method prescribed in SFAS No. 123.  The
Company  estimates the fair value of each stock award at the grant date by using
the  Black-Scholes  option  pricing  model  with  the following weighted average
assumptions  used  for  grants, respectively; dividend yield of zero percent for
all  years;  expected volatility of 50.0%; risk-free interest rates of 5.88% and
expected  lives  of 5 years.  The amount of unearned compensation under SFAS No.
123  would  have  been  $1,458,000.

The  proforma  information required under SFAS No. 123 has not been presented as
the  compensation  costs  from stock options remained unearned as of and for the
period ended December 31, 2001.  As a result, there is no difference in proforma
net  income  and  earnings  per  share  from  amounts  reported in the financial
statements.

The  computation  of  diluted earnings per share does not assume the exercise of
the  stock  options  granted  because  they  would have an anti-dilutive effect.


NOTE  12  -  INCOME  TAXES

The Company did not provide any current or deferred US federal, state or foreign
tax  provision  or  benefit  for  any  of  the  periods presented because it has
experienced  operating  losses since inception.  The Company has provided a full
valuation  allowance  on  the  net  deferred  tax  asset  because of uncertainty
regarding  its  realizability.  This  asset  primarily consists of net operating
losses  and  amortization.

The  Company  had  net  operating losses of approximately $890,000 related to US
federal, foreign and state jurisdictions through December 31, 2001.  Utilization
of  net  operating  losses,  which  begin to expire at various times starting in
2021,  may  be  subject  to  certain  limitations.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of the Company's deferred tax assets are approximately as follows as of December
31:

                                          2001                  2000
                                  --------------------  --------------------
     Net operating loss           $           183,000   $            87,000
     Basis of investments                   2,431,000             2,425,000
     Basis of intangibles                     428,000               428,000
     Accumulated amortization                 (51,000)              (22,000)
     State taxes                             (121,000)             (118,000)
                                  --------------------  --------------------
       Total deferred tax assets            2,870,000             2,800,000
     Valuation allowance                   (2,870,000)           (2,800,000)
                                  --------------------  --------------------
       Net deferred tax assets    $                 -   $                 -
                                  ====================  ====================


                                      F-15
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  13  -  SEGMENT  REPORTING

The  Company  operates  in one industry segment and is engaged in the selling of
various  consumer products primarily through direct marketing infomercials.  The
Company  evaluates performance and allocates resources based on several factors,
of  which the primary financial measure is operating income (loss) by geographic
area.  Operating  expenses  are  primarily  prorated  based  on the relationship
between  domestic  and  international  sales.

Information  with respect to the Company's operating income (loss) by geographic
area  is  as  follows:

<TABLE>
<CAPTION>
     For the year ended December 31, 2001:
     -------------------------------------

                                                  Domestic          International           Totals
                                            --------------------  ------------------  ------------------
<S>                                         <C>                   <C>                 <C>
     Net sales                              $             6,357   $       1,233,328   $       1,239,685
     Cost of sales                                        4,655             926,332             930,987
                                            --------------------  ------------------  ------------------
     Gross profit                                         1,702             306,996             308,698
                                            --------------------  ------------------  ------------------

     Operating expenses:
       Depreciation and amortization                         17               3,372               3,389
       Research and development                              16               3,251               3,267
       Acquisition costs                                    150              29,858              30,008
       General and administrative                         1,959             389,830             391,789
       Selling and marketing                                532             105,847             106,379
       Royalties                                            207              41,139              41,346
       Rent                                               6,712                                   6,712
                                            --------------------  ------------------  ------------------
         Total operating expenses                         9,593             573,297             582,890
                                            --------------------  ------------------  ------------------

     Operating loss                         $            (7,891)  $        (266,301)  $        (274,192)
                                            ====================  ==================  ==================
</TABLE>


                                      F-16
<PAGE>
           INTERNATIONAL COMMERCIAL TELEVISION, INC. AND SUBSIDIARIES

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


NOTE  13  -  SEGMENT  REPORTING  (CONTINUED)

<TABLE>
<CAPTION>
     For the year ended December 31, 2000:
     -------------------------------------


                                           Domestic         International           Totals
                                      ------------------  ------------------  ------------------
<S>                                   <C>                 <C>                 <C>
     Net sales                        $         485,444   $         241,634   $         727,078
     Cost of sales                              250,227             124,624             374,851
                                      ------------------  ------------------  ------------------
     Gross profit                               235,217             117,010             352,227
                                      ------------------  ------------------  ------------------

     Operating expenses:
       Depreciation and amortization              1,183                 589               1,772
       Research and development                 112,643              56,069             168,712
       Acquisition costs                         19,209               9,561              28,770
       General and administrative               117,867              58,669             176,536
       Selling and marketing                    174,452              86,835             261,287
       Royalties                                 11,953               5,949              17,902
       Rent                                       3,914                                   3,914
                                      ------------------  ------------------  ------------------
         Total operating expenses               441,221             217,672             658,893
                                      ------------------  ------------------  ------------------

     Operating loss                   $        (206,004)  $        (100,662)  $        (306,666)
                                      ==================  ==================  ==================
</TABLE>


{CAM511387.DOC;2/60902.042001/}     F-21

NOTE  14  -  SUBSEQUENT  EVENT

On  February 12, 2002, the Securities and Exchange Commission declared effective
a  registration statement on Form SB-2 (Commission file number 333-70878) for an
offering  of  2,000,000  shares  of  ICT's common stock at $1.50 per share.  The
total  offering  consists of 1,500,000 original issue Company shares and 500,000
selling  shareholder  shares.  The  offering commenced on February 12, 2002, and
will  terminate  April  13,  2002.  ICT  is  conducting  the  offering  on  a
self-underwritten,  best  efforts,  no  minimum  basis.



                                      F-17
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT  NO.     DESCRIPTION
------------     -----------

2.1*             Share  and  Option  Purchase  Agreement
3.1*             Amended  and  Restated  Articles  of  Incorporation
3.2*             Amended  and  Restated  Bylaws
3.3*             First  Amendment  to  Amended  and  Restated  Bylaws
4.1*             Specimen  Share  Certificate
10.1*            Manufacturing,  Marketing  and  Royalty Agreement with Omega 5
                 Technologies
10.2*            2001  Stock  Option  Plan
10.3*            Promissory  Note  made  by  Moran Dome Exploration Inc. payable
                 to the Trustees  of  The  Better  Blocks  Trust,  in the amount
                 of  $590,723.27
10.4*            Extension of Promissory Note dated August 23, 2001, by and
                 between the Trustees of The Better Blocks Trust and
                 International Commercial Television Inc.
10.5*            Independent  Sales  Representative  Agreement  between
                 International Commercial  Television  Inc.  and  Dimensional
                 Marketing  Concepts,  Inc.
10.6**           Assignment of Trademark by Dimensional Marketing Concepts, Inc.
21.1*            Subsidiaries of International  Commercial  Television  Inc.

----------------
*  Incorporated  by  reference  from the Form SB-2 filed with the Securities and
Exchange  Commission  on  October  3,  2001.

**  Incorporated  by  reference from Amendment No. 1 to Form SB-2 filed with the
Securities  and  Exchange  Commission  on  December  24,  2001.


<PAGE>