UNITED STATES
                       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, 2005
                                            -------------------------
                                       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 of                       (I.R.S. Employer
     incorporation or organization)                      Identification No.)

        10245 Sunrise Place NE
         Bainbridge Island, WA                                  98110
      ---------------------------                          ---------------
(Address of principal executive offices)                     (Zip Code)

                  Issuer's telephone number:   (206) 842-3729
                                             ------------------

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

                                      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 Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements for the past 90 days.    Yes [X]  No [_]

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]

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

Issuer's  revenues  for  its  most  recent  fiscal  year:     $2,415,055
                                                          ------------------

The  aggregate  market  value  of the common stock held by non-affiliates of the
issuer  on  February  28, 2006, based on the average bid and asked price on that
date, being $1.20, was approximately $4,000,000, 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 30, 2006, the issuer had 10,635,188 shares of common stock, $0.001 par
value  per  share,  issued  and  outstanding.

Documents  Incorporated  by  Reference:  None
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [_]  No [X]


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

                                              INDEX TO
                                    ANNUAL REPORT ON FORM 10-KSB
                                FOR THE YEAR ENDED DECEMBER 31, 2005


<S>                                                                                             <C>
PART I                                                                                          PAGE
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 or Plan of Operation. . . . . . . . . . . . . .    14
Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
Item 8.   Changes In and Disagreements With Accountants on Accounting and Financial Disclosure    20
Item 8A   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
Item 8B   Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20

PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With
              Section 16(a) of the Exchange Act. . . . . . . . . . . . . . . . . . . . . . . .    21
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
Item 11.  Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . .    24
Item 12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . .    25
Item 13.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
Item 14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . .    26

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27

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 of 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 ("ICTV").  You should not place undue reliance on forward-looking
statements.  Forward-looking  statements  involve  risks and uncertainties.  The
actual results that ICTV 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 ICTV assumes no obligation to
update this information.  Readers are urged to carefully review and consider the
various  disclosures  made  by ICTV in our 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.

A  short-form infomercial is a 30-second, 60-second, or 120-second spot, while a
long-form infomercial is a 28 1/2 -minute 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 usually
unique,  with  more  benefits  and  features,  and  thus  require  a  lengthier
demonstration  and  explanation.

Our  international  division  has been our primary revenue source for the fiscal
years ended December 31, 2005 and 2004.  Almost 68% of our product sales for the
year ended December 31, 2005, were generated from products sold internationally,
as  compared  to  90% for the same period in 2004.  In 2001 our focus 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
believed  we  could  use  those  relationships to our advantage, especially when
marketing  our  own products.  Finally, many of our infomercials for our primary
products  are  awaiting  editing  for  either  rollout or testing, and the funds
required  for  production  will  come  from  additional  financing or cash flow.
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 1% and 7% of our total revenue
for  the  years ended December 31, 2005 and 2004, respectively, from the sale of
third-party  products.


                                        1
<PAGE>
We  are  a Nevada corporation, and our headquarters are located at 10245 Sunrise
Place  NE,  Bainbridge  Island,  WA  98110.

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 ("WSL"), R.J.M. Ventures
Limited  ("RJML") 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.  ("ICTV").

Strategic  Media  Marketing  Corp.  ("SMM")  was incorporated in the Province of
British  Columbia  on February 11, 2003.  SMM is 100% wholly-owned by ICTV.  SMM
purchases  media  time  for  ICTV.

During  2003, we transferred all assets and commitments of WSL and RJML directly
to  ICTV.  We  concurrently  had  WSL  and  RJML  removed  from  the New Zealand
Registrar  of  Companies.

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 Federal Trade Commission, 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 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.


                                        2
<PAGE>
MARKET OPPORTUNITY

Direct Response Industry
------------------------

Direct  response  marketing  has enjoyed dramatic growth in the last five years.

The  most  comprehensive and current review of the direct response market is the
Economic  Impact  analysis published by the Direct Marketing Association ('DMA')
[September  2005  US  Direct  Marketing Today: Economic Impact, Direct Marketing
Association].

Evidence  of  growing consumer acceptance of direct response is readily apparent
from  the  DMA  study  of  the  US  market:

     -    Marketers  in  2005  spent  an  estimated  $161.3  billion  for direct
          marketing  promotions which will, in turn, generate an estimated $1.85
          trillion  in  US  sales

     -    Direct  marketing Return on Investment is high. For 2005 an investment
          of  $1  in  direct  marketing  returned  $11.49  revenue  on  average.

     -    Sales driven by direct marketing are projected to grow by 6.4% through
          2009;  by comparison, overall U.S. sales are projected to grow 4.8% in
          that  same  period.

     -    Direct  response  television  (DRTV) advertising has pulled down about
          $150.1  billion  in  sales  in  2005

According  to  Peter  Koeppel, president of Koeppel Direct,a Dallas-based direct
response  media buying agency that specializes in short-form and long-form DRTV,
anywhere  between 15 percent to 50 percent of the DRTV purchases are coming from
the  Internet.  Half  the people watching TV are simultaneously online, and more
than  half  of  the  online  audience  now  has  access  to  high-speed Internet
connections.  This  has fueled the growth of DRTV sales on the Internet. It also
has allowed for streaming video of TV commercials on the Web. This has helped to
reinforce  the  DRTV  message  online,  which  has  translated  into more online
business  for  DRTV  advertisers.

Traditional US Retail Market
----------------------------

According to Plunkett Research Ltd, based upon its own research, the total value
of U.S. retail sales for the year 2005 was $4.16 trillion.  Census data from the
U.S Census Bureau provides that retail sales of automotive parts and accessories
(including  tire  stores)  amounted  to  $882  billion; sales of electronics and
household appliances amounted to $94.5 billion; and sales of health and personal
care  products  amounted  to $205 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 ICTV 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.


                                        3
<PAGE>
OUR PROPOSED BRANDS AND CURRENT PRODUCTS

We  continually  seek  to  develop,  acquire  or  obtain the license to consumer
products  that we believe 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.

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.

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:

     -    Products  must  be  unique,  demonstrable, have mass-market appeal and
          generally  be  unavailable elsewhere in the marketplace. Benefits must
          be  capable  of  being  demonstrated visually, preferably with support
          from  customer  testimonials;

     -    Must  support  a  4  -  5  times  mark-up from landed cost while still
          representing  good  perceived  value  to  the  consumer;

     -    Must  have  a  unique  "hook" to be able to catch the attention of the
          viewer  -  infomercials  simply portray the consumer's problem and the
          solution  provided  by  the  product and usually present a significant
          before and after state - the bigger the problem solved by the product,
          the  greater  the  sales  potential;

     -    Easily and effectively promoted through sustained television branding;

     -    Supports  a  margin sufficiently high enough to maintain profitability
          to  us  when  sold  through  conventional  retailers;

     -    Has  high  volume  sales  potential,  to  ensure  retailer  interest;


                                        4
<PAGE>
     -    Exhibits  potential  for  "back-end"  sales either through traditional
          retail  or  by  company-run "auto ship" continuity programs - the more
          related products that are available for upsell/back-end campaigns, the
          wider  the  advantage  in  the  infomercial  marketplace;

     -    Should  have  the  potential  to  be  turned  into  a long-term retail
          plannogram  item - a product can drive retail sales by capitalizing on
          awareness  advertising  that is created with a successful infomercial;
          and

     -    Must  be  relatively  easy  to  ship.

Our  primary  product  categories  are  Health  and Beauty and Diet and Fitness.
These categories have performed well in DRTV campaigns and they move smoothly to
retail  sales channels.  Retail buyers seek out new and better products in these
categories,  especially branded products that have gained a high profile through
television.

The following is a list of products we own or have certain rights to and that we
are  currently  marketing  or  plan  to  market  over  the  next  twelve months.

Health and Beauty Products
--------------------------

The  Health and Beauty category is a strong and proven DRTV category as products
in this category demonstrate well on television with before and after clinicals,
possess  high profit margins, and are aimed at the highly motivated "Fountain of
Youth"  markets.

Derma Wand(TM)
--------------

We  have  a worldwide license to sell the Derma Wand, a skin care appliance that
reduces  fine lines and wrinkles and improves overall skin appearance.  We own a
long-form infomercial which to date has been placed in weekly media schedules in
Canada, the Philippines, South Africa, Finland, Sweden, Denmark, Holland and the
UK.

We  have  a distribution agreement with Creative Nations International to supply
the  Derma  Wand  to international operators in the previously untested areas in
the  Southeast  Asian  market.

For  the  years  ended  December  31,  2005 and 2004, we generated approximately
$1,500,000  and  $980,000 in revenue from international sales of Derma Wand(TM).
The  price  consumers  pay  for  Derma  Wand(TM) varies from country to country,
however,  it  generally  ranges  from  approximately  $100-$120.

The  Derma  Wand  and  associated  DermaVital  skin  care products are long-term
continuity  products.  Once the show begins to air in the U.S. market, we expect
corresponding  Internet  sales  to  increase.

DermaVital Hydra Infusion Treatment
-----------------------------------

DermaVital  is a product that allows water to penetrate the skin's surface, thus
re-hydrating  the  deeper  layers.  Medical  experts,  including dermatologists,
agree that dehydration or lack of water, is a major cause of skin problems.  The
problem  is  that  the  skin  by itself is virtually waterproof and water cannot
penetrate  its  resilient surface.  This moisturizing formula has been granted a
U.S.  Government  patent for its ability to send water into the deeper layers of
the  skin  where  it is most needed.  The result is a deeper moisturization that
softens, cleanses and hydrates the skin in a way that enhances and supports your
skin's  own  natural  functions.

Diet Shows
----------

We  have  exclusive  agreements  with  two  individuals  and  plan  to  produce
infomercials  featuring  both  of  these  personalities  with strong emphasis on
vitamin  supplement  continuity  programs.


                                        5
<PAGE>
Additional Products - Various Categories
----------------------------------------

Air-O-Space 5-in-1 SofaBed
--------------------------

AIR-O-SPACE  Bed  is  a  inflatable bed system that has five different furniture
configurations.  It  is  a  sofa,  lounger,  recliner,  bed,  and  a  children's
high-rise  sleeper all-in-one product.  Made to exacting standards, this quality
inflatable  product  comes with its own turbo action inflatable/deflatable pump,
an  emergency  repair kit and a travel bag for easy portability.  After a series
of tests in the United States market, we determined that the long-term viability
of  this  project,  in what has become an overcrowded market, was limited.  As a
result,  we  sold  off  our remaining inventory and no longer carry the product.

BetterBlocks(TM)
----------------

In  April  2000  we  acquired  the  exclusive, royalty-free worldwide license to
manufacture,  market  and  distribute  BetterBlocks(TM),  a patented plastic toy
building  system,  under the Share and Option Purchase Agreement with The Better
Blocks  Trust.  Prior  to  our  acquisition  of  BetterBlocks(TM)  sales  of
BetterBlocks(TM)  had  been  impressive,  more  than 5 billion individual blocks
having  been  sold  since  the  first short-form infomercial ran on Nickelodeon.
BetterBlocks(TM)  has  been  sold  mainly  through  DRTV, mail order catalogues,
retail  and  the  television  shopping channel QVC. In one 24-hour period on QVC
$1.3  million  worth  of  BetterBlocks(TM)  were  sold.

We  also  own  a long-form infomercial. This infomercial was recently edited and
tested  successfully  late 2003 in Europe. As a result of this test there is now
strong  interest  in international infomercial operators to run BetterBlocks(TM)
in  their various markets including Japan. Japan is second only to the US market
in  the  sales  of  children's  building  blocks  and  our  associate  there  is
particularly  strong  in  the  toy  market.

Smart Stacks(TM)
----------------

We  acquired  the  rights  to  exclusively  manufacture and market an innovative
storage  system known as "Smart Stacks(TM)". Since the long-form infomercial was
first  aired  in October 1998, one million Smart Stacks(TM) storage systems have
been  sold  worldwide, of which 400,000 of those were sold on QVC in triple pack
form.

A  new  range  of  larger  size  Smart  Stacks(TM)  has  just been completed and
prototypes  were  shown  to a large US home shopping channel who has indicated a
willingness to sell them on their network subject to their approval of the final
product.  We  had  intended  to  re-edit  the  Smart Stacks(TM) infomercial, but
elected  to  test  the  new  configuaration  on  a  major  US  shopping  channel
beforehand.  The  results  have  confirmed  our intention to re-edit the current
show, however, increased product costs will require us to reconfigure the entire
product  offer.

Our  marketing  efforts  to date with regard to Smart Stacks(TM) have focused on
the  international market. Smart Stacks(TM) generated approximately 0% and 5% of
our total revenues in each of the fiscal years ended December 31, 2005 and 2004,
respectively.

Other
-----

TwinTech(TM)
------------

TwinTech(TM) is a two-in-one engine treatment that combines the benefits of both
an  oil additive and a fuel additive in one product, delivered via the gas tank.
In  2003  we  secured  an  exclusive  international  distribution agreement with
Chevron  Oronite  Company LLC ("COC") to market and distribute TwinTech(TM), and
began  infomercial production in June 2003. In September 2004, we received final
approval  from  COC  to  broadcast the infomercial in the United States. At that
time  COC  expressed  interest  in  buying out our rights to TwinTech(TM) and in
March 2005, we terminated our relationship with COC in exchange for $800,000 US.
As a result of this buyout from COC we have surrendered our rights to advertise,
promote,  market,  sell  or  otherwise  distribute  TwinTech(TM).

In  addition, we are currently developing infomercials around two unique in-home
fitness  equipment  pieces.


                                        6
<PAGE>
THIRD-PARTY PRODUCTS

During  the  last  two fiscal years, we sold the following third-party products,
both  domestically  and  internationally:  Ab Away, Aussie Nads, Cybersonic(TM),
Mojave  Sunglasses, Perfect Pancake and Sofabed. 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. None of our total
revenue  for  the year ended December 31, 2005 came from the sale of third-party
products,  compared  to  7%  for  the  year  ended  December  31,  2004.

MARKETING, SALES, PRODUCTION AND DISTRIBUTION

We  use  infomercials  to  build  brand  awareness  and  identity.

Infomercials  are  designed  to  motivate  the  viewer  to  purchase the product
immediately  (or  in  the  case  of  lead-generation  DRTV, to inquire about the
product).  As a result, where brand TV spots generally focus on one key benefit,
infomercials  give the viewer all the information they need to make a purchasing
decision,  including  presenting  multiple  features and benefits, and providing
price  and  quality  comparisons.  Most  infomercials  also  include  a  special
time-sensitive  offer  designed  to  induce  immediate  response.

Infomercials  are  characterized  by  benefit-driven  copy,  captivating
demonstrations  and  attractive offers. A typical infomercial consists of two or
three  "pods"  that  each last from 6 -12 minutes. Each pod contains product and
benefit  information  for  consumers  to  make  a  decision on whether or not to
purchase.  The pod concludes with a call-to-action (CTA) during which the seller
asks  for  the  order.

More importantly, we feel that infomercials build brand awareness.  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.

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.

We  contract  with  telemarketing  firms to answer phones and capture orders for
products sold through our infomercials. Our storage of inventory and fulfillment
of  orders  is  performed  in  house  and by contracted fulfillment companies as
needed.

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  2.5:1 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 ROLLOUT

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 begin with a media spend
of  $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 or spot.  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 2.5:1, 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 4:1 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, 2005, international product sales contributed to
about  67%  of  our  revenue  as  compared  to  over  90% for the previous year.
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


                                        8
<PAGE>
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.

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.

Television  advertising  will continue during the transition from DRTV marketing
to  full  retail placement. Television promotion at this point usually takes the
form  of  30-second  and  15-second  "brand-burster"  commercials.  From  these
messages,  consumers  learn  that the product already introduced to them through
infomercials is now available in retail stores. A "super special" dial-800 offer
will  be  featured  to  strengthen  the  message.

These  "brand-burster"  advertisements  are  placed  on cable channels, selected
because  of  their reach or because the nature of the product coincides with the
known interests of a particular audience [e.g. an automotive product infomercial
appears  on  Speedvision,  a  cable  channel  drawing  car  buffs].

The objective of the DRTV strategy is to build brands that are attractive to our
main  target  market  -  national  retailers.

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  seek  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 been acceptable, 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,  who  include  Thane  International  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


                                        9
<PAGE>
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.

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  BetterBlocks(TM)  in  countries
throughout  the  world.  We have also registered trademarks in the United States
for  Derma  Wand(TM),  Smart  Stacks(TM)  and  TwinTech(TM).

     -    PATENTS

We  have  patents  for  the toy building elements of BetterBlocks(TM) in several
countries  throughout  the world. We also have the nonexclusive right to the use
of  the United States patent for Derma Wand(TM), as is necessary to manufacture,
market  and  distribute  Derma  Wand(TM) and a United States patent for a unique
cooking  device.

     -    COPYRIGHTS

We  have  copyright  registrations  for  all  versions  of  our infomercials for
BetterBlocks(TM)  and  Smart  Stacks(TM).

     -    REGISTERED  DESIGNS

We  have registered designs for BetterBlocks(TM) 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(TM) and Derma Wand(TM) under the following agreements:

Smart Stacks(TM)
----------------

     -    Under  a  manufacturing, marketing and distribution agreement with the
          inventor  of  Smart  Stacks(TM), we are obligated to pay her royalties
          based  on  a  certain percentage of the net sales of Smart Stacks(TM).
          The  current  term  of  the  agreement  terminates  in  May  2008. The
          agreement  will  thereafter  automatically  and  continually renew for
          successive additional 5-year terms, unless we are in material default,
          and  are notified in writing of her intent to terminate the agreement.

                                       10
<PAGE>
     -    Under a production agreement with the Broadcast Arts Group ("BAG"), we
          are  obligated  to  pay BAG royalties based on a certain percentage of
          adjusted  gross  revenues  from  the  sale of Smart Stacks(TM). We may
          terminate  the contract with written notice if we elect not to air the
          infomercial  and  market  the  product.

Derma Wand(TM)
--------------

     -    Under  a  marketing  and royalty agreement with the developer of Derma
          Wand(TM),  we  are obligated to pay them a royalty at a fixed rate per
          unit  sold.  The  agreement  is  silent  as  to  its  duration.

     -    Under  a  production  agreement  with  BAG,  we  are  obligated to pay
          royalties to BAG based on adjusted revenues or units sold depending on
          various  scenarios  as  defined  in  the  agreement.  This  agreement
          terminated  on  August  31,  2005.

     -    Under  an  endorsement agreement with an individual for her appearance
          in  a Derma Wand(TM) infomercial, we are obligated to pay her for each
          unit sold internationally, up to a maximum royalty payment for any one
          calendar  quarter.  Further, if the infomercial is aired in the United
          States, then the airing fee will revert back to the same flat rate per
          calendar  quarter.  The  current  term  of the agreement terminates in
          October  2009, and thereafter will automatically and continually renew
          for  successive  and additional 5-year terms unless we are in material
          default  and  are  notified  of her intent to terminate the agreement.

During  the  past  three  years  we  entered  into  the  following agreements in
connection  with  Nail  Dazzle(TM),  SprintR,  Bondzalot(TM)  and  IBIZ with the
obligation  to  pay  royalties  as  follows:

Nail Dazzle(TM)
---------------

     -    In  April 2003, we sold certain trademarks, a domain name, copyrights,
          infomercials  and  inventory,  all  relating  to  Nail Dazzle(TM) to a
          retail distribution company (the "Purchaser"). All commitments entered
          into by us in connection with Nail Dazzle(TM) have been transferred to
          and  assumed  by the Purchaser. In consideration for the sale, SHP has
          agreed  to pay us a fixed percentage of royalty payments received from
          the  Purchaser.

SprintR
-------

     -    Under  an  exclusive  license and marketing agreement with Land Surfer
          Scooter  Company Ltd. ("LSSC"), we are obligated to pay LSSC a royalty
          per  unit sold depending on various scenarios. The initial term of the
          agreement  terminates  in  June  2007.  The  agreement will thereafter
          automatically  and  continually renew for successive additional 5-year
          terms,  unless  we  are  in  material  default.

Bondzalot(TM)
-------------

     -    Under  an  non-exclusive  marketing and distribution agreement with an
          individual,  we  are obligated to pay him a royalty per unit sold at a
          price  to  be determined. The initial term of the agreement terminates
          in  July  2007. The agreement automatically and continually renews for
          successive  additional  five years unless either party is in breach of
          the agreement and the breach is not remedied within 30 days of written
          notice.

IBIZ
----

     -    Under  an  exclusive  license  agreement  with  IBIZ and its principal
          (collectively,  "IBIZ"),  we are obligated to pay a royalty at varying
          rates  depending  on  various scenarios starting at $0.50 per kit. The
          initial  term  of the agreement terminates in September 2007 and shall
          continue  in  full  force  and  effect  unless  terminated  by  mutual
          agreement.  Upon  expiration  of  the  initial  five-year  term,  the
          agreement  automatically  and  continually  renews  for  successive
          additional  five  years  unless we notify IBIZ at least 30 days before
          the  end  of the then current term. On May 12, 2003 we terminated this
          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.


                                       11
<PAGE>
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
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.

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 mail 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  another  two  employees  in  the  next  fiscal  year.

RESEARCH AND DEVELOPMENT

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.  In 2003 we started production on our
TwinTech(TM)  infomercial.  Under  an  arrangement  made with a shareholder, the
shareholder  agreed to pay the entire infomercial production fee in return for a
per  kit  royalty.  In  March  2005, we terminated our relationship with Chevron
Oronite Company LLC ("COC"). In exchange for a buyout of $800,000 US from COC we
have  surrendered  our  rights  to advertise, promote, market, sell or otherwise
distribute TwinTech(TM). As a result, we agreed to repay the production cost for
the  infomercial  to  the  shareholder  out  of  the proceeds received from COC.

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  executive  offices  are  located  in  Bainbridge Island, Washington and are
provided to the Company at no charge by Kelvin Claney, President of the Company.
In  addition,  we  rent  an  office in North Vancouver, British Columbia for our
international  operations,  where  we  have  entered  into  a  three-year  lease
commencing  January  1,  2006  for  approximately  $2,400  per  month.


                                       12
<PAGE>
We believe that our present facilities will be suitable for the operation of our
business for the foreseeable future and should we need to expand, we expect that
suitable  additional  space  will be available on commercially reasonable terms,
although  no assurance can be made in this regard.  We also believe our property
is  adequately  covered  by  insurance.


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 year ended
December  31,  2005.


                                     PART II


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

MARKET FOR COMMON EQUITY

Our  common  stock trades on the OTC Bulletin Board under the symbol "ICTL". The
OTCBB  constitutes a limited and sporadic trading market and does not constitute
an  "established  trading  market".  An  established  trading  market  for  our
securities  does  not  exist.  The  range  of reported high and reported low bid
prices  per  share  for our common stock for each fiscal quarter within the last
two fiscal years, as reported by Stockwatch is set forth below. These quotations
reflect  inter-dealer prices, without retail mark-up, markdown or commission and
may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Quarter ended           High      Low           Quarter ended           High      Low
-------------          -----     -----          -------------          -----     -----
<S>                    <C>       <C>            <C>                    <C>       <C>
--------------------------------------------------------------------------------------
                         $         $                                     $         $
                       -----     -----                                 -----     -----
December 31, 2005       0.73      0.68          December 31, 2004       0.95      0.56
--------------------------------------------------------------------------------------
September 30, 2005      0.45      0.44          September 30, 2004      1.01      0.70
--------------------------------------------------------------------------------------
June 30, 2005           0.31      0.31          June 30, 2004           0.90      0.35
--------------------------------------------------------------------------------------
March 31, 2005          0.65      0.65          March 31, 2004          1.50      0.80
--------------------------------------------------------------------------------------
</TABLE>

HOLDERS

As  of  February  28,  2006,  there  were  10,635,188  shares  of  common  stock
outstanding,  held  by  approximately  250  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.


                                       13
<PAGE>
During December 2002, the Company committed 25,000 shares of its common stock to
Mr.  Thomas  Woolsey,  a  former  president  of the Company in connection with a
settlement  arrangement  entered  into between Mr. Woolsey and the Company.  The
Company  believes  the  issuance  was exempt from registration under Rule 506 of
Regulation  D  and/or  Section  4(2)  under  the  Securities  Act.

On  June  13,  2003,  5,000  shares  at  $1.50  per share, totaling $7,500, were
returned  to  treasury  and  cancelled.  55,000 shares were originally issued on
September  6, 2002 in consideration for certain property and equipment.  As part
of  another  transaction,  it was agreed to reduce the original consideration by
5,000  shares.

During  the year ended December 31, 2003, 24,000 options were exercised at $0.50
per  share,  for  a  total  of  $12,000.

On May 31, 2004, the Company granted options to purchase up to 300,000 shares of
our  common stock to consultants under our Stock Option Plan at $0.35 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
offer  and  sale  of 300,000 options granted with an exercise price of $0.35 per
share  were  also  exempt  under  Regulation S under the Act, due to the foreign
nationality  of  the  relevant  purchasers.

During  the  year ended December 31, 2004, 2,000 options were exercised at $0.50
per  share,  for  a  total  of  $1,000.

On  November  8,  2005,  the  Company  granted options to purchase up to 160,000
shares  of our common stock to a consultant under our Stock Option Plan at $0.36
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  offer  and  sale of 160,000 options granted with an exercise price of $0.36
per  share were also exempt under Regulation S under the Act, due to the foreign
nationality  of  the  relevant  purchasers.

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

The  following  discussion  should  be read in conjunction with the consolidated
financial statements in Item 7.  Certain statements contained in this report 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

ICTV  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 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


                                       14
<PAGE>
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,
seasonal  factors,  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  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.

RESULTS OF OPERATIONS

The  following discussion compares operations for the fiscal year ended December
31,  2005  with  the  fiscal  year  ended  December  31,  2004.

Revenues

Net  sales  increased  to  approximately  $2,415,000  in 2005 from approximately
$1,130,000 in 2004, an increase of $1,285,000, or 114%. The domestic sale of our
third-party product Twin Tech(TM) accounted for 62% of the increase. In 2005, as
was  the  case for 2004, we focused on the international market, with 67% of our
revenue  coming  from  international sales compared to 90% in 2004. The products
that  provided most of our revenue in 2005 were our own products, Derma Wand(TM)
and third-party product, Twin Tech(TM). About 67% of net sales were generated by
our  own  products  in  2005,  nearly  93%  of which was attributed to the Derma
Wand(TM).  The  remaining 33% of net sales in 2005 was from the $800,000 US sale
of Twin Tech(TM) .In comparison, 93% of net sales in 2004 were attributed to our
own  products,  with  the  Derma  Wand(TM)  accounting  for  89%.

Derma  Wand(TM)  sales  reached  a new high in 2005 and with stronger acceptance
internationally,  we  expect  sales  to  continue  to  grow  in  2006.

Gross Margin

Gross  margin  percentage  increased  to  approximately  54%  in  2005  from
approximately 47% in 2004. The increase in gross margin percentage was primarily
due  to  the  fact  that we received more of our total revenues in 2005 from the
sales  of  our  own  Derma Wand(TM) product and from the sale of the third-party
product  Twin Tech(TM), where we generally have a lower cost of sales than we do
for  other products. In 2005, we received approximately $790,000 in gross margin
for  Derma  Wand(TM),  compared  to  approximately  $500,000  in  2004.

Operating Expenses

Total  operating  expenses  increased to approximately $890,000 in 2005, up from
approximately  $617,000  in  2004, an increase of $243,000, or 39%. Management's
efforts  to  increase  operations  and  sales of Derma Wand(TM) over the past 12
months  are  one  of  the  reasons  for  the increase in operating expenses. The
majority  of  the  increase,


                                       15
<PAGE>
approximately  $196,000,  can  be  attributed to an accrual for production costs
associated  with  the  Twin  Tech(TM)  infomercial.  The increase in general and
administrative  expenses  is a direct result of higher travel and administration
costs  associated  with  promoting  higher  sales  of  the  Derma  Wand(TM)

Net Income

Apart  from  the  past  fiscal  year,  we  have  not achieved profitability on a
consistent  or  annualized  basis.  Our net income of over $408,000 for the year
ended  December  31, 2005 follows up a 2004 net loss of almost $98,000. Although
we  expect  continued  strong  sales  from  our Derma Wand product over the next
fiscal  year,  we  anticipate  that until a follow-up financing is completed, we
will  continue  to  operate  at or near break-even, as we reinvest all available
funds  into  new products. Market acceptance of the products we launch will also
be  a determining factor as to whether we will continue to operate profitably or
at  a  loss.

PLAN OF OPERATION; LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2005,  we  had approximately $21,000 in the bank, compared to
approximately $95,000 at December 31, 2004. We generated negative cash flow from
operations  of  approximately  $30,000 in 2005, compared to a negative cash flow
from  operations  of approximately $7,000 in 2004. Decreases in accounts payable
and  accrued  liabilities  of  approximately  $323,000 offset much of the income
(approximately $408,000) and increase in receivables (approximately $160,000) in
2005.  In  2004,  an  increase  in  accounts  payable and accrued liabilities of
approximately  $313,000  offset  much  of  the  loss  (approximately 98,000) and
increase  in  receivables  (approximately  $254,000).

The  Company  has  a note payable to The Better Blocks Trust ("BB Trust") in the
amount  of  approximately  $591,000.  In 2003, the BB Trust agreed to forego all
interest  owed  in  connection  with this note and the Company and BB Trust have
amended  the promissory note to reflect this. A gain of $148,483 was recorded in
connection  with  the  amount  of  accrued  interest  forgiven  on  the  note.

The  Company  has  granted  1,235,000 stock options; 900,000 at $0.35, 80,000 at
$0.50, 35,000 at $1.50, 60,000 at $2.00, and 160,000 at $0.36. All option grants
vest over a five-year period. To date, a total of 26,000 stock options have been
exercised at $0.50 for $13,000. If the optionees exercise the remainder of these
options  as they vest, we will receive $572,100 in capital. We estimate that the
$0.50 options granted on September 28, 2001 will result in non-cash compensation
expense  of approximately $32,000 that we will recognize over the next two 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 at the
time. In 2005 we recorded stock-based compensation of $29,880 in connection with
options  granted  on  November  8,  2005  and  in  2004  we recorded stock-based
compensation  of  $14,637  in  connection  with options granted on May 31, 2004.

The  Company  has experienced a net income from operations but has negative cash
flows  from  operating  activities  for  the  year  ended  December 31, 2005. In
addition, the Company has a working capital deficiency of approximately $318,000
and  an accumulated deficit of approximately $1,138,000 as of December 31, 2005.
These recurring losses and our need for additional capital to sustain operations
has led to the "going concern" opinion issued by our independent auditors. In an
effort  to  reach  profitability and become less dependent on the requirement to
finance  continuing  operations,  we are working to increase revenues and profit
margins  by  continuing  the  trend  of  generating  revenues by selling our own
products  where  our  margins  are  much  higher  than our third-party products.
Furthermore,  we  are  actively  pursuing  additional  financing  so that we may
produce  two  long-form  infomercials  and  one  short-form infomercial over the
course of the next twelve months. 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.


                                       16
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We  do  no  have  any  off-balance  sheet  arrangements.

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-$180,000.  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 executives and
employees.  In particular, the success of our business depends to a great extent
on  Kelvin Claney, our President and 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.  The loss of Mr. Claney may prevent us from
implementing  our  business plan, which may limit our profitability and decrease
the  value  of  your  stock.

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


                                       17
<PAGE>
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(TM)
and BetterBlocks(TM), but we do have direct insurance for Derma Wand(TM), and we
do appear as an additional insured party on the policy of the owner, Omega 5. 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.

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.

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

Our  securities  are 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


                                       18
<PAGE>
     -    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 our 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, 89,364,812
shares,  or  approximately 89%, 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.

CONCENTRATION OF OWNERSHIP OF MANAGEMENT AND DIRECTORS MAY REDUCE THE CONTROL BY
--------------------------------------------------------------------------------
OTHER  SHAREHOLDERS  OVER  ICTV.
--------------------------------

Our  executive  officers  and  directors own or exercise full or partial control
over  approximately  70%  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  ICTV.

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.


                                       19
<PAGE>
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  are  set  forth  on  pages  F-1  through  F-19.


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

On  August  5, 2004 we dismissed our auditor, Moore, Stephens, Wurth, Frazer and
Torbet,  LLP.  On  August  5,  2004,  we engaged new auditors as our independent
accountants  to audit our financial statements.  Our Board of Directors approved
the  change of accountants to Dohan and Company, P.A., CPA's effective on August
5,  2004.


ITEM 8A.  CONTROLS AND PROCEDURES
---------------------------------

The  Company  maintains  disclosure controls and procedures that are designed to
ensure  that  information required to be disclosed in the Company's Exchange Act
reports  is  recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to  the  Company's  management, including its Chief Executive
Officer  and  its  Chief  Financial Officer, to allow timely decisions regarding
required  disclosure based closely on the definition of "disclosure controls and
procedures"  in  Rule  13a-14(c).  In  designing  and  evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no  matter how well designed and operated, can provide only reasonable assurance
of  achieving the desired control and objectives, and management necessarily was
required  to  apply  its judgment in evaluating the cost-benefit relationship of
possible  controls  and  procedures.

Within  90  days  prior  to  the date of this report, the Company carried out an
evaluation,  under the supervision and within the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of  the  effectiveness  of  the  design and operation of the Company's
disclosure controls and procedures.  Based on the foregoing, the Company's Chief
Executive  Officer  and  Chief  Financial  Officer  concluded that the Company's
disclosure  controls  and  procedures  were  effective.

There  have been no significant changes in the Company's internal controls or in
other  factors  that could significantly affect the internal controls subsequent
to  the  date  the  Company  completed  its  evaluation.

ITEM 8A.  OTHER INFORMATION
---------------------------

None.


                                       20
<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  ICTV:

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------
     NAME              AGE                           POSITION
     ---------------------------------------------------------------------------------
<S>                    <C>  <C>

     Kelvin Claney      56  President, Chief Executive Officer, Secretary and Director
     ---------------------------------------------------------------------------------
     Karl Redekopp      35  Chief Financial Officer
     ---------------------------------------------------------------------------------
     William R. Flohr   43  Director
     ---------------------------------------------------------------------------------
</TABLE>

William  Flohr  was  appointed to the Board of Directors on June 3, 2000. Kelvin
Claney  was  appointed  to  the  Board  of  Directors  on  January  22,  2001.

On  February 14, 2003, Kelvin Claney assumed the duties of President in addition
to  his  Chief  Executive  Officer  and  Secretary  duties.

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 ICTV 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  -  PRESIDENT  AND  CHIEF  EXECUTIVE OFFICER, SECRETARY, 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 StacksTM infomercial, which is now owned by ICTV, 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
BetterBlocksTM,  which  was  then  owned  by  The  Better  Blocks  Trust.

KARL REDEKOPP - CHIEF FINANCIAL OFFICER

In  July  2005,  Mr.  Redekopp  was  appointed  Chief Financial Officer of ICTV.

Karl Redekopp has over 14 years experience in the areas of corporate finance and
the  financial  administration  of  public companies. He began working in public
practice  in  1992  specializing  in  accounting  and  auditing for a variety of
different types of corporations. In November 1997 Mr. Redekopp began working for
the  Loewen  Group  Inc.  as a senior Accounting Manager; a position in which he
utilized  his  knowledge  and  experience  to  help streamline certain financial
control  procedures  and  practices.  In  1999  he  accepted  a  position  with
inTRAVELnet.com  inc.,  a public company listed on the OTC-BB, as controller. In
2000 he was appointed chief financial officer of the company; as chief financial
officer,  Mr. Redekopp was responsible for all matters relating to the financial
administration  of  a  public  company, including compliance, auditing, control,
treasury  and  compensation.

From  July  2002  to  July  2005, Mr. Redekopp provided consulting services to a
number  of  different  companies  for  which  he  held  senior  level positions.


                                       21
<PAGE>
Mr.  Redekopp  is  qualified  as  a certified general accountant (CGA) and has a
background  in  corporate  finance,  business  and  administration.

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  CybersonicTM, an electronic sonic toothbrush that is
presently  sold  via  infomercials  domestically  and  internationally.

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.  To  the best of the Company's knowledge, the Company's
directors  and executive officers timely filed all required reports with the SEC
during  the  year  ended  December  31,  2005.

AUDIT COMMITTEE AND CODE OF ETHICS

We  have  not  formally  appointed  an  audit committee, and the entire Board of
Directors  (two  persons)  currently  serves the function of an audit committee.
Because of the small number of persons involved in management of the Company, we
do  not  have an audit committee financial expert serving on our Board.  We have
not  yet  adopted a code of ethics applicable to our chief executive officer and
chief  financial  officer, or persons performing those functions, because of the
small  number  of  persons  involved  in  management  of  the  Company.


                                       22
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The  following  table  sets  forth  all compensation paid or earned for services
rendered  to  ICTV  in  all capacities during the years ended December 31, 2005,
2004  and  2003,  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 options or SAR grants
were made to the Named Officers in 2005, nor were any options or SAR's exercised
by  the  Named  Officers  in  2005.

<TABLE>
<CAPTION>
                                         SUMMARY COMPENSATION TABLE

                                                                  LONG  TERM  COMPENSATION
                                                             ----------------------------------
                                ANNUAL COMPENSATION                   AWARDS            PAYOUTS
                          ---------------------------------  ------------------------  --------
<S>                 <C>   <C>         <C>        <C>         <C>          <C>          <C>       <C>
NAME                                             OTHER       RESTRICTED   SECURITIES             ALL 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 Claney       2005      72,000        nil         nil         nil          nil       nil         nil
(President and      2004      72,000        nil         nil         nil          nil       nil         nil
CEO)                2003      77,000        nil         nil         nil          nil       nil         nil
-----------------------------------------------------------------------------------------------------------
Louis Basenese      2005         nil        nil         nil         nil          nil       nil         nil
(former President)  2004         nil        nil         nil         nil          nil       nil         nil
                    2003       7,000        nil         nil         nil          nil       nil         nil
-----------------------------------------------------------------------------------------------------------
</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  officer.

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  ICTV  to  any  of  its  executive  officers or directors.


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

The  following table sets forth, as of February 28, 2006, 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 February 28, 2006, we had 10,635,188
shares  of  common  stock  issued  and  outstanding.

<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------
                                                               NUMBER OF    PERCENTAGE OF
     NAME                                                    SHARES OWNED   SHARES OWNED
     ------------------------------------------------------------------------------------
<S>                                                          <C>           <C>
     Kelvin Claney, President and Chief Executive Officer,
     Member of the Board of Directors (1)                       6,598,826           59.3%
     ------------------------------------------------------------------------------------
     The Better Blocks Trust, declared January 1, 1994 (2)      6,578,826           59.1%
     ------------------------------------------------------------------------------------
     William Flohr, Member of the Board of Directors (3)           80,000            0.7%
     ------------------------------------------------------------------------------------
     ALL EXECUTIVE OFFICERS AND DIRECTORS
     AS A GROUP - 3 INDIVIDUALS (4)                             6,678,826           60.0%
     ------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>
Except as noted below, all shares are held of record and each record shareholder
has  sole  voting  and  investment  power.

(1)  Includes  6,078,826  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  beyond  the  extent  of his pecuniary interest. Mr. Claney's
     business  address  is 10245 Sunrise Place NE, Bainbridge Island, Washington
     98110.
(2)  Includes  500,000  options  that  are  currently  exercisable by The Better
     Blocks  Trust.  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.  Flohr's  business address is 355 22nd Street, Santa Monica, California
     90402.
(4)  Includes  500,000  options  that  are  currently  exercisable by The Better
     Blocks  Trust.

There  are no arrangements known to ICTV, the operation of which may result in a
change  of  control  of  the  Company.


                                       24
<PAGE>
EQUITY COMPENSATION PLAN INFORMATION

The  following table sets forth information regarding our 2001 Stock Option Plan
as  of  the  year  ended  December  31,  2005:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                        (a)                       (b)                          (c)
----------------------------------------------------------------------------------------------------------------
                                                                                 NUMBER OF SECURITIES REMAINING
                            NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE      AVAILABLE FOR FUTURE ISSUANCE
                              ISSUED UPON EXERCISE OF      EXERCISE PRICE OF        UNDER EQUITY COMPENSATION
                               OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     PLANS (EXCLUDING SECURITIES
      PLAN CATEGORY             WARRANTS AND RIGHTS       WARRANTS AND RIGHTS       REFLECTED IN COLUMN (A))
----------------------------------------------------------------------------------------------------------------
<S>                         <C>                          <C>                     <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY                 1,209,000                  $ 0.47                      1,765,000
HOLDERS(1)
----------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS
NOT APPROVED BY SECURITY                n/a                        n/a                         n/a
HOLDERS
----------------------------------------------------------------------------------------------------------------
TOTAL                                1,209,000                  $ 0.47                      1,765,000
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The 2001 Stock Option Plan was approved by the shareholders on February 26,
     2001.

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
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

We have received short-term advances from Kelvin Claney. The outstanding balance
of  the  advances  received  from  Mr.  Claney  was approximately $463,000 as of
December  31, 2005, and approximately $450,000 as of December 31, 2004. Interest
rates  charged  during  these  periods  ranged  from  0%  to  21.24%.

Our  director  William Flohr is a director and greater than 10% beneficial owner
of  Amden  Corp.,  which owns Cybersonic(TM). We periodically purchased units of
Cybersonic(TM)  from  Amden Corp. and acted as the international distributor for
them  up  until May 9, 2003, at which time our relationship with Amden Corp. was
terminated. During the year ended December 31, 2003, we recognized approximately
$37,000  in  revenue  from  sales  of  Cybersonic(TM).

The  Company's  executive offices in Bainbridge Island, Washington, are provided
to  the  Company  at  no  charge  by  Kelvin  Claney,  President of the Company.


                                       25
<PAGE>
<TABLE>
<CAPTION>
ITEM 13.  EXHIBITS
------------------

EXHIBITS

Exhibit
Number          Description
-------         ----------------------------------------------------------------
<S>             <C>

*31.1           Rule 13a-14(a)/15d-14(a) Certification - Chief Executive Officer

*31.2           Rule 13a-14(a)/15d-14(a) Certification - Chief Financial Officer

*32             Section 1350 Certifications
</TABLE>

*  Filed herewith

REPORTS ON FORM 8-K

n/a


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

Audit Fees

The  aggregate fees billed to the Company for professional services rendered for
the  audit of the Company's annual financial statements, review of the Company's
quarterly  financial  statements,  and  other  services  normally  provided  in
connection  with  statutory and regulatory filings or engagements was $33,296 in
2004  and  approximately  $31,488  in  2005.


Our  Audit Committee reviewed the audit and non-audit services rendered by Dohan
and  Company,  CPA's, P.A. during the periods set forth above and concluded that
such  services  were compatible with maintaining the auditors' independence. All
audit  and  non-audit  services  performed  by  our  independent accountants are
pre-approved  by  our Audit Committee to assure that such services do not impair
the  auditors'  independence  from  us.


Approximately  eighty-two  percent  of  the  hours  expended  on  the  principal
accountant's  engagement  to  audit  our financial statements were attributed to
work  performed  by  persons  other  than  the principal accountant's full-time,
permanent  employees.  The  principal  accountant reviewed all work done by such
individuals.


                                       26
<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 30, 2006       By: /s/ Kelvin Claney
      ----------------           --------------------------------------------
                                 Name: Kelvin Claney
                                 Title: President and Chief Executive Officer


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/ Kelvin Claney            Date: March 30, 2006
                           ------------------------------         --------------
                           Name: Kelvin Claney
                           Title: President and CEO,
                           Secretary and Director


                       By:     /s/ Karl Redekopp            Date: March 30, 2006
                           ------------------------------         --------------
                           Name: Karl Redekopp
                           Title: Chief Financial Officer


                                       27
<PAGE>
<TABLE>
<CAPTION>
                             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                     INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

<S>                                                                                             <C>
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . .  F-1

Consolidated Balance Sheets as of December 31, 2005 and 2004 . . . . . . . . . . . . . . . . .  F-2

Consolidated Statements of Operations for the years ended December 31, 2005 and 2004 . . . . .  F-3

Consolidated Statements of Deficiency in Assets for the years ended December 31, 2005 and 2004  F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2005 and 2004 . . . . .  F-5

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


<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 2005 and 2004


<PAGE>
Dohan and Company                                  7700 North Kendall Drive, 200
Certified Public Accountants                       Miami, Florida     33156-7564
A Professional Association                         Telephone      (305) 274-1366
                                                   Facsimile      (305) 274-1368
                                                   E-mail         info@uscpa.com
                                                   Internet        www.uscpa.com

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
International Commercial Television Inc.
10245 Sunrise Place NE,
Bainbridge Island, WA 98110

We  have  audited  the accompanying consolidated balance sheets of International
Commercial Television Inc. and Subsidiaries as of December 31 2005 and 2004, and
the related consolidated statements of operations, deficiency in assets and cash
flows  for the years then ended. These consolidated financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the  financial  statements are free of material misstatement. The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over financial reporting. Our audits included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit 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 financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  International Commercial
Television  Inc. and Subsidiaries at December 31, 2005 and 2004, and the results
of  their operations and their cash flows for the years then ended in conformity
with  U.S.  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed in Note 10 to the
financial  statements,  the Company generated negative cash flows from operating
activities  during  the  past  year  and  the  Company,  for  the most part, has
experienced  recurring  losses  from operations.  In addition, the Company has a
working  capital deficiency of approximately $320,000 and an accumulated deficit
of  approximately $ 1,138,000 for the year ended December 31, 2005. For the year
ended  December  31,  2004,  the  Company  incurred losses of $97,671 and had an
accumulated  deficit  of  $1,545,498  which  raises  substantial doubt about its
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are also described in Note 10.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

                                                 /s/ Dohan and Company, P.A.
                                                 Certified Public Accountants

Miami, Florida
March 27, 2006


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

                                         CONSOLIDATED BALANCE SHEETS
                                       AS OF DECEMBER 31, 2005 AND2004
                                       -------------------------------


                                                                                      2005          2004
                                                                                  ------------  ------------
<S>                                                                               <C>           <C>
                                                   ASSETS
                                                   ------
CURRENT ASSETS:
  Cash                                                                            $    21,050   $    95,191
  Accounts receivable                                                                 431,744       271,667
  Inventories                                                                          58,973        53,560
  Prepaid expenses and deposits                                                        31,156        16,699
  Deferred tax assets less valuation allowance of $3,067,000 (2004 - $3,162,000)            -             -
                                                                                  ------------  ------------
    Total current assets                                                              542,923       437,117
                                                                                  ------------  ------------

FURNITURE AND EQUIPMENT:
  Furniture and equipment                                                             110,868       110,869
  Less accumulated depreciation                                                        95,279        76,541
                                                                                  ------------  ------------
    Furniture and equipment, net                                                       15,589        34,328
                                                                                  ------------  ------------

      Total assets                                                                $   558,512   $   471,445
                                                                                  ============  ============


                                      LIABILITIES AND DEFICIENCY IN ASSETS
                                      ------------------------------------

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                                        $   316,574   $   381,236
  Accounts payable - related parties                                                   82,981       341,600
  Due to related parties                                                              461,527       504,926
                                                                                  ------------  ------------
    Total current liabilities                                                         861,082     1,227,762
                                                                                  ------------  ------------

NOTE PAYABLE TO SHAREHOLDER                                                           590,723       590,723
                                                                                  ------------  ------------

COMMITMENTS AND CONTINGENCIES (Note 4)

DEFICIENCY IN ASSETS:
  Common stock, $0.001 par value, 100,000,000
  Shares authorized, 10,635,188 and 10,635,188
  Issued and outstanding as of December 31, 2005
  And December 31, 2004, respectively
  Common stock                                                                            536           536
  Additional paid-in-capital                                                          259,802       229,922
  Accumulated deficit                                                              (1,137,631)   (1,545,498)
  Unearned compensation                                                               (16,000)      (32,000)
                                                                                  ------------  ------------
    Total deficiency in assets                                                       (893,293)   (1,347,040)
                                                                                  ------------  ------------

      Total liabilities and deficiency in assets                                  $   558,512   $   471,445
                                                                                  ============  ============
</TABLE>

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


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                  ----------------------------------------------


                                                           2005         2004
                                                        -----------  -----------
<S>                                                     <C>          <C>


NET SALES                                               $2,415,055   $1,126,398
COST OF SALES                                            1,112,468      597,595
                                                        -----------  -----------
GROSS PROFIT                                             1,302,587      528,803
                                                        -----------  -----------

OPERATING EXPENSES:
  Depreciation                                              18,738       28,013
  General and administrative                               551,334      452,578
  Selling and marketing                                    290,796       98,917
  Rent                                                      29,297       37,902
                                                        -----------  -----------
    Total operating expenses                               890,165      617,410
                                                        -----------  -----------

OPERATING INCOME (LOSS)                                    412,422      (88,607)

OTHER EXPENSES:
  Interest expense                                           4,555        9,064
                                                        -----------  -----------
    Total other expenses                                     4,555        9,064
                                                        -----------  -----------


INCOME (LOSS) BEFORE INCOME TAXES                          407,867      (97,671)

INCOME TAXES
    Income tax expense                                     138,675            -
    Tax benefit of net operating loss
    carryforward                                          (138,675)           -
                                                        -----------  -----------

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

NET INCOME (LOSS)                                       $  407,867   $  (97,671)
                                                        ===========  ===========

BASIC NET INCOME (LOSS) PER SHARE                       $     0.04   $    (0.01)
                                                        ===========  ===========

FULLY DILUTED NET INCOME (LOSS) PER SHARE               $     0.04   $    (0.01)
                                                        ===========  ===========
</TABLE>

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

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

                                       CONSOLIDATED STATEMENTS OF DEFICIENCY IN ASSETS
                                       FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                                       ----------------------------------------------


                                    Common Stock
                                  $0.001 par value      Common     Additional
                               ----------------------    Stock       Paid-In      Accumulated      Unearned
                                 Shares      Amount    Committed     Capital        Deficit      Compensation      Totals
                               -----------  ---------  ----------  ------------  -------------  --------------  ------------
<S>                            <C>          <C>        <C>         <C>           <C>            <C>             <C>
Balances, January 1,
  2004                          10,633,188  $     534  $        -  $   254,287   $ (1,447,827)  $     (88,000)  $(1,281,006)

Issuance of common stock             2,000          2           -          998              -               -         1,000

Stock options cancelled                  -          -           -      (40,000)             -          40,000             -

Stock-based compensation                                                14,637                                       14,637

Amortization of deferred
  compensation under non-
  qualified stock option plan            -          -           -            -              -          16,000        16,000

Net loss                                 -          -           -            -        (97,671)              -       (97,671)
                                --------------------------------------------------------------------------------------------
Balances, December 31,
  2004                          10,635,188        536           -      229,922     (1,545,498)        (32,000)   (1,347,040)

Stock-based compensation                                                29,880                                       29,880

Amortization of deferred
  compensation under non-
  qualified stock option plan            -          -           -            -              -          16,000        16,000

Net income                               -          -           -            -        407,867               -       407,867
                                --------------------------------------------------------------------------------------------

Balances, December 31,
  2005                          10,635,188  $     536  $        -  $   259,802   $ (1,137,631)  $     (16,000)  $  (893,293)
                                ============================================================================================
</TABLE>

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


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

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                                        2005        2004
                                                                     ----------  ----------
<S>                                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                  $ 407,867   $ (97,671)
  Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:
      Depreciation                                                      18,738      28,013
      Stock-based compensation                                          29,880      14,637
      Amortization of deferred compensation under nonqualified          16,000      16,000
        stock option plan
  Change in assets and liabilities
      Increase in accounts receivable                                 (160,077)   (253,741)
      Increase in inventory                                             (5,413)    (29,037)
      (Increase) decrease in prepaid expenses                          (14,457)      1,843
      Increase (decrease) in accounts payable and accrued             (323,280)    312,855
        liabilities                                                  ----------  ----------
          Net cash used in operating activities                        (30,742)     (7,101)
                                                                     ----------  ----------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from related parties                                        121,600     406,402
  Payments to related parties                                         (164,999)   (336,175)
  Proceeds from issuance of common stock                                     -       1,000
                                                                     ----------  ----------
          Net cash provided by (used in) financing activities          (43,399)     71,227
                                                                     ----------  ----------

NET INCREASE (DECREASE) IN CASH                                        (74,141)     64,126

CASH, beginning of the year                                             95,191      31,065
                                                                     ----------  ----------

CASH, end of the year                                                $  21,050   $  95,191
                                                                     ==========  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest expense paid                                              $   4,555   $   9,064
                                                                     ==========  ==========
  Income taxes paid                                                  $       -   $       -
                                                                     ==========  ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION:
  Cancellation of stock options                                      $       -   $  40,000
                                                                     ==========  ==========
</TABLE>

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


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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  through  the  broadcast of direct response
television commercials better known as infomercials.  Although the companies are
incorporated  in  Nevada  and British Columbia, operations are currently managed
from  Washington  State  and  British  Columbia.

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

International  Commercial  Television  Inc.,  (the  "Company"  or  "ICTV")  was
organized  under  the  laws  of  the  state  of  Nevada  on  June  25,  1998.

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  ICTV by WSL and RJML and as a recapitalization of WSL and RJML.

Strategic  Media  Marketing  Corp.  ("SMM")  was incorporated in the Province of
British  Columbia  on  February  11, 2003 and has a December 31 fiscal year-end.

Windowshoppc.com Limited was organized under the laws of New Zealand on June 25,
1999 and has a fiscal year-end of March 31.  During the 1999 fiscal year, at the
direction  of  management,  WSL  was  removed  from the New Zealand Registrar of
Companies.  All  assets and commitments of WSL have been transferred or assigned
directly  to  ICTV.

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.  During the  1999 fiscal year, at
the  direction of management, RJML was removed from the New Zealand Registrar of
Companies.  All assets and commitments of RJML have been transferred or assigned
directly  to  ICTV.

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

The  accompanying consolidated financial statements include 100% of the accounts
of  the  Company  and  its  wholly-owned  subsidiary  SMM.  All  significant
inter-company  transactions  and  balances  have  been  eliminated.

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.


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories
-----------

Inventories  consists  primarily  of products held for resale, and are valued at
the  lower  of cost (first-in, first-out method) or market.  The Company adjusts
inventory for estimated obsolescence when necessary based upon demand and market
conditions.

Furniture and equipment
-----------------------

Furniture and equipment is carried at cost and depreciation is computed over the
estimated  useful  lives  of  the  individual  assets ranging from 3 to 7 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.

Depreciation  expense  amounted  to  $18,738  and  $28,013  for  the years ended
December  31,  2005  and  2004,  respectively.

Impairment of Long-Lived Assets
-------------------------------

Long-lived  assets  of  the  Company  are  reviewed annually as to whether their
carrying  value  has  become  impaired  in  accordance with FAS 144.  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, 2005, management
expects  these  assets  to  be  fully  recoverable.

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.  There  were no significant returns for the years presented. 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.

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

Shipping  and  handling costs are included in cost of sales.  Amounts paid to us
by  customers  for  shipping  and  handling  charges  are included in net sales.
Shipping  and  handling  costs approximated $25,000 and $30,000 for December 31,
2005  and  2004,  respectively.

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

Research  and  development  costs  are  expensed as incurred and are included in
selling  and  marketing  expense  in  the  accompanying  consolidated  financial
statements.  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.


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Advertising  costs  are  expensed  as  incurred  and are included in selling and
marketing  expense  in  the accompanying consolidated financial statements.  The
Company  did  not  incur  any  significant advertising costs for the years ended
December  31,  2005  and  2004.

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. A valuation allowance is
recorded  for  deferred tax assets when it is not more likely than not that such
future  tax  assets  will  be  realized.

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

The Company adopted a stock option plan ("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 No. 25 ("APB
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  No.  123  ("SFAS 123"), "Accounting for Stock-Based Compensation" and SFAS
No.  148  (SFAS  148), "Accounting for Stock-Based Compensation - Transition and
Disclosure  -  an amendment of FASB Statement No. 123" require disclosures as if
the Company had applied the fair value method to employee awards rather than the
intrinsic  value  method.  The  fair value of stock-based awards to employees is
calculated  through  the  use  of option pricing models, even though such models
were developed to estimate the fair value of freely tradable, fully transferable
options  without  vesting  restrictions,  which  differ  significantly  from the
Company's stock option awards. These models also require subjective assumptions,
including  future  stock  price  volatility and expected time to exercise, which
greatly  affect the calculated values. The Company's fair value calculations for
awards  from stock option plans were made using the Black-Scholes option pricing
model.

The following is a summary of stock options outstanding under the existing stock
option  plan  for  the  years  ended  December  31,  2005  and  2004:

<TABLE>
<CAPTION>
                                      Number of Shares         Weighted
                             --------------------------------   Average
                                          Non-                 Exercise
                             Employee   Employee     Totals      Price
                             --------  ----------  ----------  ---------
<S>                          <C>       <C>         <C>         <C>

Balance, January 1, 2004            -  1,091,000   1,091,000   $    1.55
  Granted on May 31, 2004           -    300,000     300,000   $    0.35
  Exercised during the year         -     (2,000)     (2,000)  $    0.50
  Cancelled during the year         -   (340,000)   (340,000)  $    1.60
                             --------  ----------  ----------

Balance, December 31, 2004          -  1,049,000   1,049,000   $    0.49
                             ========  ==========  ==========
</TABLE>


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock options (continued)
-------------------------

<TABLE>
<CAPTION>
                                      Number of Shares         Weighted
                               ------------------------------   Average
                                           Non-                Exercise
                               Employee  Employee    Totals      Price
                               --------  ---------  ---------  ---------
<S>                            <C>       <C>        <C>        <C>

Balance, January 1, 2005              -  1,049,000  1,049,000  $    0.49
  Granted on November 8, 2005         -    160,000    160,000  $    0.36
  Exercised during the year           -          -          -  $    0.00
  Cancelled during the year           -          -          -  $    0.00
                               --------  ---------  ---------

Balance, December 31, 2005            -  1,209,000  1,209,000  $    0.47
                               ========  =========  =========
</TABLE>

The  weighted  average  fair  value of options granted during the year was $0.25
(2004 - $0.05).  Of the stock options currently outstanding, 862,500 options are
currently  exercisable  at  a  weighted  average exercise price of $0.51.  These
options  expire  at dates ranging between March 31, 2006 and September 28, 2011.

The Company provides proforma disclosures of compensation expense under the fair
value  method  of  SFAS  123  and  SFAS  148.

Following are the weighted average assumptions used for the years ended December
31,  2005  and  2004:

<TABLE>
<CAPTION>
                                       2005           2004
<S>                                  <C>            <C>
  Risk-free interest rate               4.49%          3.60%
  Expected dividend yield                  -              -
  Expected lives                      5 years        5 years
  Expected volatility                  83.59%         86.77%
</TABLE>

Had  compensation  cost for the Company's option plans been determined using the
fair  value  method  at  the grant dates, the effect on the Company's net income
(loss)  and  income  (loss)  per  share would have been as follows for the years
ended  December  31:

<TABLE>
<CAPTION>
                                                         2005      2004
                                                       --------  ---------
<S>                                                    <C>       <C>
Net income (loss) as reported                          $407,867  $(97,671)
Deduct:
  Total stock based employee compensation
  determined under fair value method for all awards,
  net of related tax effects                                  -         -
                                                       --------  ---------

    Pro forma net income (loss)                        $407,867  $(97,671)
                                                       ========  =========

Earnings per share:
    Basic - as reported                                $   0.04  $  (0.01)
                                                       ========  =========
    Basic - pro forma                                  $   0.04  $  (0.01)
                                                       ========  =========

    Diluted - as reported                              $   0.04  $  (0.01)
                                                       ========  =========
    Diluted - pro forma                                $   0.04  $  (0.01)
                                                       ========  =========
</TABLE>


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Stock options (continued)
-------------------------

In  December  2004,  the  FASB  issued  SFAS  No. 123 (revised 2004) Share-Based
Payment,  This  statement  replaces  SFAS  No.  123,  Accounting for Stock-Based
Compensation, and supersedes Accounting Principles Board ("APB") Opinion No. 25,
Accounting  for Stock Issued to Employees. This statement requires that the cost
resulting  from  all  share-based  payment  transactions  be  recognized  in the
financial  statements.  Pro  forma  disclosure is no longer an alternative. This
statement  establishes fair value as the measurement objective in accounting for
share-based  payment  arrangements  and  requires  all  entities  to  apply  a
fair-value-based  measurement  method  in  accounting  for  share-based  payment
transactions  with  employees.  This  statement  uses the terms compensation and
payment in their broadest senses to refer to the consideration paid for goods or
services,  regardless  of  whether  the  supplier  is  an  employee.

Upon  adoption  of  SFAS  No.  123R, we will begin recognizing the cost of stock
options  using  the  modified prospective application method whereby the cost of
new  awards  and  awards  modified,  repurchased or cancelled after the required
effective date and the portion of awards for which the requisite service has not
been  rendered  (unvested  awards)  that  are  outstanding  as  of  the required
effective  date  shall  be recognized as the requisite service is rendered on or
after  the  required  effective date. Because the Company historically accounted
for  share-based  payment  arrangements  under  the  intrinsic  value  method of
accounting,  the  Company  will  continue to provide the disclosures required by
Statement  of Financial Accounting Standards No. 123 until the effective date of
SFAS  No.  123R, regarding pro forma net earnings and basic and diluted earnings
per  share, had compensation expense for our stock options been recognized based
upon  the  fair  value  for awards granted. SFAS No. 123R becomes effective from
January  1,  2006.  We expect the adoption of this standard will have a material
impact  on  its financial statements assuming employee stock options are granted
in  the  future  For  fiscal  year 2006, we estimate the incremental increase to
compensation  costs  related  to  the  expensing  of  stock  options  will  be
approximately  $90,000  net  of  income  tax

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.

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

Financial instruments, which potentially subject the Company to concentration of
credit risk include cash and accounts receivable.  The Company maintains cash in
bank  accounts  that,  at  times,  may  exceed  federally insured limits.  As of
December  31, 2005, the Company did not exceed the federally insured limit.  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, 2005, all of the Company's accounts receivable were due from four customers.


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements
-----------------------------

In  November  2004,  the  Financial  Accounting  Standards Board ("FASB") issued
Statement  No.  151,  "Inventory  Costs",  to  amend  the guidance in Chapter 4,
"Inventory  Pricing",  of FASB Accounting Research Bulletin No. 43, "Restatement
And  Revision Of Accounting Research Bulletins", which will become effective for
the  Company  in  fiscal  year  2006. Statement 151 clarifies the accounting for
abnormal  amounts  of idle facility expense, freight, handling costs, and wasted
material  (spoilage).  The  Statement requires that those items be recognized as
current-period  charges. Additionally, Statement 151 requires that allocation of
fixed  production  overhead  to  the  costs of conversion be based on the normal
capacity  of the production facilities. We believe that the adoption of SFAS 151
will  not  affect  our  financial  position  or  results  of  operations.

In  December 2004, the FASB issued Statement No. 152 "Accounting for Real Estate
Time-Sharing  Transactions"  an  amendment  of FASB Statements No. 66 and 67. We
believe  that the adoption of SFAS 152 will not affect our financial position or
results  of  operations.

In  December  2004,  the  FASB  issued  SFAS  No. 153, "Exchanges of Nonmonetary
Assets,"  an  amendment  to  Opinion  No.  29,  "Accounting  for  Nonmonetary
Transactions."  Statement No. 153 eliminates certain differences in the guidance
in  Opinion  No. 29 as compared to the guidance contained in standards issued by
the  International  Accounting  Standards Board. The amendment to Opinion No. 29
eliminates  the  fair  value  exception  for  nonmonetary  exchanges  of similar
productive  assets  and  replaces  it  with a general exception for exchanges of
nonmonetary  assets  that do not have commercial substance. Such an exchange has
commercial  substance  if  the  future  cash flows of the entity are expected to
change  significantly as a result of the exchange. SFAS No. 153 is effective for
nonmonetary  asset exchanges occurring in periods beginning after June 15, 2005.
Earlier  application  is  permitted for nonmonetary asset exchanges occurring in
periods beginning after December 16, 2004. We do not expect adoption of SFAS No.
153  to  have  any  impact  on  our  financial  statements.

In  December  2004,  the  FASB  issued  SFAS  No. 123 (revised 2004) Share-Based
Payment.  This  statement  replaces  SFAS  No.  123,  Accounting for Stock-Based
Compensation, and supersedes Accounting Principles Board ("APB") Opinion No. 25,
Accounting  for Stock Issued to Employees. This statement requires that the cost
resulting  from  all  share-based  payment  transactions  be  recognized  in the
financial  statements.  This statement establishes fair value as the measurement
objective  in  accounting  for share-based payment arrangements and requires all
entities  to  apply  a  fair-value-based  measurement  method  in accounting for
share-based  payment  transactions  with employees except for equity instruments
held  by  employee  share  ownership plans. This statement also establishes fair
value  as the measurement objective for transactions in which an entity acquires
goods  or  services  from nonemployees in share-based payment transactions. This
statement  uses  the  terms compensation and payment in their broadest senses to
refer to the consideration paid for goods or services, regardless of whether the
supplier  is  an employee.  We will adopt the provisions of SFAS No. 123R in our
first  fiscal  quarter  of  2006.

In  May  2005,  the  FASB issued Statement of Financial Accounting Standards No.
154,  Accounting Changes and Error Corrections  (SFAS No. 154), a replacement of
APB  Opinion  No.  20  and  FASB


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

New  Accounting  Pronouncements  (continued)
--------------------------------------------


Statement No. 3. SFAS No. 154 requires retrospective application to prior-period
financial  statements  of  changes  in  accounting  principles,  unless  a  new
accounting pronouncement provides specific transition provisions to the contrary
or  it  is  impracticable to determine either the period-specific effects or the
cumulative  effect  of  the change. SFAS No. 154 also redefines "restatement" as
the revising of previously issued financial statements to reflect the correction
of  an error. This statement is effective for accounting changes and corrections
of  errors  made  in  fiscal  years beginning after December 15, 2005. We do not
expect  the  implementation  of  SFAS  No.  154 to have a material impact on our
financial  position,  results  of  operations  or  cash  flows.


NOTE 2 - 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
owned  or had rights in certain intellectual properties that were transferred or
assigned  to ICTV during 2003.  Accordingly, WSL and RJML granted all production
rights,  proprietary  rights,  inventory,  development  rights, tangible 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.


NOTE 3 - 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%.


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 4 - COMMITMENTS AND CONTINGENCIES

Smart Stacks(TM)
----------------

On  May  18, 1998, RJML entered into a manufacturing, marketing and distribution
agreement  with  the  inventor of Smart Stacks(TM). Smart Stacks(TM) 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(TM)  worldwide  through  all  means.  In
consideration  of  the  grants  received,  RJML shall pay a royalty based on net
sales  depending  on  various scenarios as defined in the agreement. The initial
term  of  the  agreement  was  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(TM).
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  based  on 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.

Derma Wand(TM)
--------------

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 based on adjusted revenues or
units  sold depending on various scenarios defined in the agreement. The initial
term  of  this  agreement  was  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 or 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(TM) infomercial. On July 11, 2001,
the  agreement  was  amended  to  include  a  royalty payment for each unit sold
internationally,  up  to a maximum royalty payment for any one calendar quarter.
Further,  if  the infomercial is aired in the United States, then the airing fee
will revert back to the same flat rate per calendar quarter. The initial term of
the  agreement  was  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.


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Derma Wand(TM) (continued)
--------------------------

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  2.

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(TM).  In  consideration of these rights, WSL shall pay a
royalty  for  each  unit  sold  of  Derma Wand depending on various scenarios as
defined  in  the  agreement.  The  agreement  is  silent  as  to  its  duration.

During 2004, the Company entered into two Letter Agreements with Omega 5 wherein
ICTV  was  appointed  as  exclusive  distributor  for  the  Derma Wand(TM) in an
additional  78 countries/territories throughout the world, with the exception of
the United States. The rights remain exclusive to ICTV provided ICTV purchases a
minimum quantity each year and pays the royalty described above. The term of the
agreements  is  for  three  years  with  automatic  three  year  renewals.

SprintR
-------

On  June  6,  2002,  the Company entered into an exclusive license and marketing
agreement with Land Surfer Scooter Company Ltd. ("LSSC").  LSSC has been granted
by  way of a valid agreement, by the manufacturer, the exclusive right to market
a fold-up rocker-powered scooter.  LSSC agrees to allow the Company to order the
scooters  directly  from the manufacturer and the Company agrees to provide LSSC
all  copies of such orders.  In consideration of the grant received, the Company
shall  pay  LSSC  a  royalty  per unit sold depending on various scenarios.  The
initial  term  of  the  agreement  is  five  years  starting  June 6, 2002.  The
agreement  automatically  and  continually renews for successive additional five
years  unless  the  Company  is  in  default.

Bondzalot(TM)
-------------

On  July  8,  2002,  the  Company  entered  into  an  exclusive  marketing  and
distribution  agreement  with  an  individual  in  connection  with  a  range of
specialty  adhesive  products  ("Products").  The  individual  has  granted  the
exclusive  right  to  market  through  all forms of distribution a product to be
known  as  Bondzalot(TM) in all countries throughout the world other than Canada
and  the  United  Kingdom, and on a non-exclusive basis in Canada and the United
Kingdom.  In consideration for the right received, the Company shall, at its own
expense,  produce and test broadcast a long-form infomercial ("Program") and pay
a royalty on a per unit basis at a price to be determined. The Company agrees to
purchase  a  minimum  of  $250,000  worth  of Products from the individual on an
annual basis, commencing from the date the Program is test broadcasted (December
15, 2002), to retain the exclusive rights, otherwise the license shall revert to
a  non-exclusive  license.  The  initial  term  of  the  agreement is five years
starting  July  8,  2002. The agreement automatically and continually renews for
successive  additional  five-year terms, unless either party is in breach of the
agreement  and  the breach is not remedied within 30 days of written notice. The
Company  produced  and tested the Program. As the results were poor, the Company
did  not  purchase the minimum commitment to retain exclusive rights. Management
plans  to  edit  the  Program  with  the  intention  of  marketing  the Products
internationally.

TwinTech(TM)
----------

In  January,  2003, the Company entered into an exclusive agreement with Chevron
Oronite Company LLC ("COC") whereby the parties acknowledge that ICTV intends to
market,  sell  and distribute various automobile fuel and oil additive products,
developed  by  COC,  in the United States and elsewhere in the world via various
means  and  media,  including,  without  limitation, one or more direct response
television


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

TwinTech(TM) (continued)
------------------------

programs  of  30  minutes  or  less.  The initial term of the agreement is three
years  from the date of first airing of the infomercial and automatically renews
for  three  years  unless  the  Company  is  in  default.

On  February  20, 2003, the Company entered into a Supply Agreement with Calidad
Auto  Tech,  Inc.  ("CAT")  whereby CAT will sell to the Company and the Company
will  purchase  from  CAT  certain  automobile  fuel  and  oil additive products
developed  by  COC.  The  initial  term of the agreement is three years from the
date of first airing of the infomercial and automatically renews for three years
unless  the  Company  is  in  default.

On  April  28,  2003,  the  Company  entered  into  a Broadcast Video Production
Agreement  with  Real  to Reel Productions ("Real to Reel") whereby Real to Reel
will  render  various  services  related  to  the  production  of an infomercial
designed  to  sell  the  TwinTech(TM)  Automotive  Engine Treatment Additive. In
addition  to  the production fee, the Company shall pay a royalty based on gross
sales  generated  from  the infomercial. The term of the agreement is five years
and  Real to Reel retains the right of first refusal for subsequent new shows to
further  promote  the  product.

On  April  28,  2003,  the  Company  entered  into  a  funding  agreement with a
shareholder,  whereby  the  shareholder  agrees to pay Real to Reel's production
fee,  and  in  return,  the  Company  has agreed to pay a per kit royalty to the
shareholder  based  on  various  scenarios, until such time as the total royalty
payments  reach  $2,000,000.

During  the  period  ended March 31, 2005, the Company entered into an agreement
with  COC  and CAT terminating the January 2003 and February 20, 2003 agreements
described  above.  In  consideration  for  surrendering our rights to advertise,
promote,  market, sell or otherwise distribute TwinTech(TM) we received $800,000
from  COC.  From  these funds, we have agreed to repay Real to Reel's production
fee  in  full  settlement  of  the obligations to a shareholder set forth in the
April  28,  2003  agreement  described  above.

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

For  the  period  from January 1, 2004 through  August 31, 2005, 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. As of September 1, 2005, the Company purchased
liability  insurance  from CMW Insurance due to expire on September 1, 2006.  At
present,  management  is  not  aware  of  any claims against the Company for any
products  sold.

On  December 20, 2005, the Company entered into an operating lease agreement for
office  facilities  for its international operations from an unrelated party for
approximately  $2,400  per  month  .  The  term  of  the  lease  is  three years
commencing  January  1,  2006  and  ending  December  31,  2008.


NOTE 5 - RELATED PARTY TRANSACTIONS

The  Company has received short-term advances from a shareholder. These advances
amounted  to  $462,661  and  $450,245  as  of  December  31,  2005  and  2004,
respectively.  Interest  rates  charged  during  these periods ranged from 0% to
21.24%.  These  advances  are  included  in  "Due  to  related  parties"  on the
accompanying  consolidated  balance  sheets.


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)

The  Company  has  received  short-term advances from shareholders, officers and
directors  of the Company.  These repayments (advances) amounted to ($1,134) and
$(54,681)  as  of  December  31,  2005 and 2004, respectively.  These repayments
(advances)  bear no interest and are due on demand.  These repayments (advances)
are  included  in  "Due  to  related  parties"  on the accompanying consolidated
balance  sheets.

The  Company  has  a  note  payable  to a shareholder in the amount of $590,723.
During  2003,  the  shareholder agreed to forego all interest owed in connection
with  this  note  and  has  amended  the  note  to  reflect  this.


NOTE 6 - CAPITAL TRANSACTIONS

During  the  years  ended December 31, 2005 and 2004, nil and 2,000 options were
exercised  at  $0.50  per  share,  for a total of $nil and $1,000, respectively.


NOTE 7 - 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.

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

<TABLE>
<CAPTION>
                                            Income        Shares       Per Share
For the year ended December 31, 2005:    (Numerator)   (Denominator)    Amount
---------------------------------------  ------------  -------------  -----------
<S>                                      <C>           <C>            <C>
Basic and fully diluted loss per share
---------------------------------------

income available to common shareholders  $   407,867      10,635,188  $     0.04
                                         ============  =============  ===========


                                             Loss          Shares      Per Share
For the year ended December 31, 2004:     (Numerator)  (Denominator)    Amount
---------------------------------------  ------------  -------------  -----------

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

Loss available to common shareholders    $   (97,671)     10,635,139  $    (0.01)
                                         ============  =============  ===========
</TABLE>


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 8 - INCOME TAXES

The  Company  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  realization.  This  asset primarily consists of net
operating  losses  and  amortization.

The  Company  had  net operating losses of approximately $ 893,000 related to US
federal, foreign and state jurisdictions through December 31, 2005.  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:

<TABLE>
<CAPTION>
                                             2005                    2004
                                         ------------            ------------
<S>                                      <C>                     <C>
Net operating loss                       $   233,000             $   331,000
Basis of investments                       2,327,000               2,327,000
Basis of intangibles                         428,000                 428,000
Basis of stock options                       103,000                 103,000
Accumulated amortization                     107,000                 107,000
Accumulated depreciation                      (2,000)                 (2,000)
State taxes                                 (129,000)               (132,000)
                                         ------------            ------------
    Total deferred tax assets              3,067,000               3,162,000
Valuation allowance                       (3,067,000)             (3,162,000)
                                         ------------            ------------
    Net deferred tax assets              $         -             $         -
                                         ============            ============
</TABLE>


NOTE 9 - 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 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 by geographic area is
as  follows:

<TABLE>
<CAPTION>
                               For the year ended December 31, 2005             For the year ended December 31, 2004
                          ----------------------------------------------  -------------------------------------------------
                             Domestic     International       Totals         Domestic       International       Totals
                          --------------  --------------  --------------  ---------------  ---------------  ---------------
<S>                       <C>             <C>             <C>             <C>              <C>              <C>
Net sales                 $      800,000  $    1,615,055  $    2,415,055  $      117,260   $    1,009,138   $    1,126,398
Cost of sales                    300,000         812,468       1,112,468          68,035          529,560          597,595
                          --------------  --------------  --------------  ---------------  ---------------  ---------------
Gross profit                     500,000         802,587       1,302,587          49,225          479,578          528,803
                          --------------  --------------  --------------  ---------------  ---------------  ---------------

Operating expenses:
  Depreciation                     6,207          12,531          18,738           2,916           25,097           28,013
  General and                    182,632         368,702         551,334          47,114          405,464          452,578
    administrative
  Selling and marketing           96,328         194,468         290,796          10,297           88,620           98,917
  Rent                             9,705          19,592          29,297           3,946           33,956           37,902
                          --------------  --------------  --------------  ---------------  ---------------  ---------------
Total operating expense          294,872         595,293         890,165          64,273          553,137          617,410
                          --------------  --------------  --------------  ---------------  ---------------  ---------------

Operating income (loss)   $      205,128  $      207,294  $      412,422  $      (15,048)  $      (73,559)  $      (88,607)
                          ==============  ==============  ==============  ===============  ===============  ===============
</TABLE>


<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 10 - GOING CONCERN CONSIDERATIONS

The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern and do not include any adjustments
to  reflect  the  possible  future  effects  on the recoverability of assets and
liquidation  of  liabilities that may result from this uncertainty.  The Company
generated  negative  cash  flows from operating activities during the past year,
and  for  the  most  part, has experienced recurring losses from operations.  In
addition, the Company has a working capital deficiency of approximately $320,000
and an accumulated deficit of approximately $ 1,138,000 as of December 31, 2005.
These  considerations  raise  substantial  doubt  about the Company's ability to
continue  as  a  going  concern.  Management  is  actively  pursuing  additional
financing  to  fund  the  current  working  capital  deficiency, and continue to
generate  profitable  operations as it did for the year ended December 31, 2005.