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, 2002
                                           ---------------------
                                       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.)


           110 SE 4th Avenue, Suite 102
                 Delray Beach, FL                           33483
      (Address of principal executive offices)            (Zip Code)

                   Issuer's telephone number:  (561) 272-2118
                                              ---------------

Securities registered under Section 12(b) of the Exchange Act:
     (Title of Class)                     Name of exchange on which registered

                 None                                 OTCBB
---------------------------------------  ---------------------------------------

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

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has been subject to such filing requirements for the past 90 days.  Yes [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]

Registrant's  revenues  for  its  most  recent  fiscal  year:    $1,626,861
                                                              ----------------

The  aggregate  market  value  of the common stock held by non-affiliates of the
registrant  on  March 27, 2003, based on the average bid and asked price on that
date, being $1.97, was approximately $1,309,000, 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 27, 2003, the registrant had 10,614,188 shares of common stock, $0.001
par  value  per  share,  issued  and  outstanding.

Documents  Incorporated  by  Reference:  None

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


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

                                               INDEX TO
                                     ANNUAL REPORT ON FORM 10-KSB
                                 FOR THE YEAR ENDED DECEMBER 31, 2002


PART I                                                                                           PAGE
<S>                                                                                              <C>
Item 1.   Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
Item 2.   Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
Item 4.   Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . .    14

PART II
Item 5.   Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . .    14
Item 6.   Management's Discussion and Analysis of Financial Condition and Results of Operations    15
Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
Item 8.   Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.    22

PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With
          Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . .    22
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
Item 11.  Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . .    26
Item 12.  Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . .    27
Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .    28
Item 14.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30

CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31

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


<PAGE>
                                     PART I

FORWARD-LOOKING  STATEMENTS

The  matters  discussed  in  this  Form  10-KSB  may  contain  "forward  looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act  of 1995).  These statements can be identified by the use of forward-looking
terminology  such  as "believes," "expects," "may," "will," "intends," "should,"
or  "anticipates"  or  the  negative  thereof  or  other  variations  thereon or
comparable  terminology,  or  by  discussions of strategy that involve risks and
uncertainties.  The  safe  harbor  provisions  of  Section 21E of the Securities
Exchange Act or 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by International Commercial
Television Inc ("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 its reports filed with the Securities and
Exchange  Commission  that attempt to advise interested parties of the risks and
factors  that  may  affect  its  business.

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

OVERVIEW

We produce long-form and short-form infomercials and sell our proprietary brands
of  advertised  products  directly  to  our  viewing  audience.  The goal of our
business  plan  is  to  create  brand awareness through our infomercials so that
these brands and their families of products may be sold in dedicated shelf-space
areas  by  product category in traditional retail stores.  We acquire the rights
to  the  products  that  we  market  via  licensing  agreements, acquisition and
in-house  development.  We  currently  sell  these  products  domestically  and
internationally  via  infomercials.  Our  success  is dependent, in part, on our
ability  to  source  suitable  direct  response  television  products;  produce
profitable  infomercials  that  attract and retain viewer interest; create brand
awareness  through  our  infomercials;  and capitalize on the brand awareness we
create  in  our  infomercials to sell the products featured in our infomercials,
along  with related families of products, in traditional retail stores under our
established  brands.

We  currently  produce  short-form  and  long-form  infomercials.  A  short-form
infomercial  is  a  30-second,  60-second, or 120-second spot, while a long-form
infomercial is a 28 -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 generally 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, 2002 and 2001. Over 95% of our sales for the year ended
December  31,  2002,  were  generated  from  products  sold  internationally, as
compared  to  over 99% for the same period in 2001. 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. Third, we decided to postpone marketing Derma Wand(TM), one of our
primary  products, in the United States until we obtain FDA clearance, but we do
have  clearance  to  market Derma Wand(TM) internationally. 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 flowAlthough 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  39%  and  69% of our total
revenue  for  the years ended December 31, 2002 and 2001, respectively, from the
sale  of  third-party  products.


                                        1
<PAGE>
We  are  a  Nevada  corporation,  and our headquarters are located at 110 SE 4th
Avenue,  Suite  102,  Delray  Beach,  Florida  33483.

CORPORATE  HISTORY

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

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

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

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

INDUSTRY  OVERVIEW

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

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

   TRADITIONAL  US  RETAIL  MARKET

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

THE  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.

   OUR  PROPOSED  BRANDS  AND  CURRENT  PRODUCTS

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

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

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

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.


                                        3
<PAGE>
Individual  inventors  looking to find a direct response marketer to help launch
their  product  are also referred to us by persons Mr. Claney and our management
team  have  come  to  know over the years through working in the direct response
marketing  industry.

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

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

      -     The product must be capable of being effective in a direct response
            television advertising environment, i.e., the product is capable of
            withstanding a four-to-five mark-up ratio (determined by dividing
            retail price by cost of goods), while still representing good
            perceived value to the consumer;
      -     The product must have the ability of being sold in traditional
            retail stores;
      -     The product must be well-suited for display on television;
      -     The product must have a unique "hook" to it so that it catches the
            attention of the viewer;
      -     The product must have unique features and what the consumer
            considers to be "amazing" benefits;
      -     The product must be demonstrable. In our experience, the more we can
            visually demonstrate how the product will change the consumer's life
            and has compelling, real person testimonials to support it, the
            greater the opportunity that it will be profitable;
      -     The product must have mass audience appeal;
      -     The product must be relatively easy to ship; and
      -     The product, in its present form, should be currently otherwise
            unavailable in the marketplace.

2lookyoung.com  is  the  Company's  e-commerce  website  for marketing a line of
health,  beauty,  skin care, nail care and cosmetic products.  We plan to anchor
the  2lookyoung.com  brand  with  a  product  called  Derma  Wand(TM).

The  following  is a list of products currently being marketed by ICTV under the
2lookyoung.com  banner.

DERMA  WAND(TM)

Derma  Wand(TM)  is  a  compact,  completely hand-held, high frequency skin care
appliance that is designed to reduce fine lines and wrinkles and improve overall
skin  appearance  by  producing  enriched  oxygen (ozone) to sterilize the skin.

We  have  a  worldwide,  non-exclusive  license  from Omega 5 Technologies, Inc.
("Omega  5")  to  manufacture, market and distribute Derma Wand(TM). We began to
market  Derma  Wand(TM)  in April 2000. Approximately 63% of our revenue for the
year  ended  December  31,  2000,  came  from sales of Derma Wand(TM) during our
test-market  phase.  Upon  completion  of  our test-market of Derma Wand(TM), we
decided  to  postpone selling it in the United States, because we were concerned
that  it  might  be classified by the FDA as a medical device under the FDC Act,
which  requires  pre-market  approval  clearance.  We are currently working with
Omega  5 to obtain this clearance from the FDA, as is more fully described under
the  section  entitled  "Government  Regulation." We hope to have this clearance
within  the  next  fiscal  year.

After  our United States test market of the Derma Wand(TM) infomercial, we began
to  focus on the international market. For the years ended December 31, 2002 and
2001,  we  generated  approximately  $838,000  and  $208,000  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.

Since  January  1st,  2003,  the  Derma  Wand(TM)  infomercial  airing  in  the
Netherlands  (est.  pop.  16,000,000)  has  quickly  become one of the top three
infomercials  currently  running,  and is the number one television show for the
largest  infomercial  television  operator in the Dutch and Belgium markets. The
Derma  Wand(TM)  show is currently being edited and localized for testing in the
German  (est.  pop. 83,000,000) and Portuguese (est. pop. 10,000,000) television
markets  and  is  expected  to  be  market tested in the second quarter of 2003.


                                        4
<PAGE>
We  anticipate  that  Derma  Wand(TM), and related lines of health, beauty, skin
care,  nail  care  and cosmetic products under the 2lookyoung.com brand, will be
our primary source of revenue. Our infomercials and packaging for Derma Wand(TM)
have  been  updated  to  say  that Derma Wand(TM) was brought to the consumer by
2lookyoung.com.  As  new  health and beauty, wellness, and cosmetic products are
added  to  our suite of products, they will be added to the 2lookyoung.com site.
The  resulting traffic driven to the 2lookyoung.com web site by mentioning it in
each  infomercial  will  broaden  the  audience for all of our health and beauty
products,  growing  this  sales  channel.

THE  NAIL  DAZZLE(TM)  SYSTEM

During  the year, ICTV entered into a licensed arrangement to market a brand new
nail  decorating/coating  system  both  domestically and internationally that we
will  market  using  infomercials  and  the  2lookyoung.com  web  site. The Nail
Dazzle(TM)  System  is  a  revolutionary  product  and is FDA approved. Any Nail
Dazzle(TM)  user quickly becomes a nail art expert. The system has 100 different
colors  and  is dispensed by a patented applicator that turns from a nail polish
brush  to  an  artist's  fine-tip  pen in seconds. The exact same product, under
another  brand,  is currently achieving large sales in the US and Canada through
live  home show demonstrations, making it a proven success with children, teens,
young  adults  and  adults.

In  July  2002,  ICTV completed shooting a two-minute direct response television
("DRTV")  spot.  Results  from  tests  conducted  in  July and October 2002 were
encouraging  and  the  Company  has received interest from US mass merchants and
drug  chains.  The  Nail  Dazzle(TM)  infomercial has been running in the United
States  since  July  2002  and  is  currently running on 28 different television
stations  nationwide,  four  of  which  are national cable channels. The Company
continues  to also pursue retail sales opportunities for Nail Dazzle(TM), but to
date  has  not  completed  any  such  agreements.

During fiscal 2002, sales of Nail Dazzle(TM) represented approximately 1% of the
Company's  total  sales.

CYBERSONIC(TM)

Cybersonic(TM)  is  another  health  and beauty product that is available on the
2lookyoung.com  web  site  as  well  as  through  infomercial  and retail sales.
Cybersonic(TM)  is the only true "sonic" toothbrush on the market. Its operating
principle  is  similar  to  that of a musical tuning fork. ICTV is the exclusive
international  distributor  for  infomercial  sales  and  QVC (USA) sales of the
Cybersonic(TM).  Media tests and rollouts will continue to take place in various
international  markets. Cybersonic(TM) generated approximately 8% and 40% of our
total  revenues  in  each  of the fiscal years ended December 31, 2002 and 2001,
respectively.

The  following  is  a  list  of  products  currently  being  marketed  by  ICTV.

SMART  STACKS(TM)

ICTV  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 over one million Smart Stacks(TM) storage systems
have  been  sold  worldwide.

Our  marketing  efforts  to date with regard to Smart Stacks(TM) have focused on
the international market. Smart Stacks(TM) generated approximately 1% and 14% of
our total revenues in each of the fiscal years ended December 31, 2002 and 2001,
respectively.  We plan to market Smart Stacks(TM) domestically in 2003, after we
have  re-edited  the  infomercial for re-airing. We will also continue to market
Smart  Stacks(TM)  internationally  in  2003.

BETTERBLOCKS(TM)

BetterBlocks(TM)  is  a  plastic children's building block system, which, unlike
conventional building systems, will bend shape, curve and move. The standard set
of BetterBlocks(TM) is designed for children three years of age and older, while
Bigger  BetterBlocks(TM),  which  are  eight  times  bigger  than  the  standard
BetterBlocks(TM), are available for children up to three years of age. The range
of  BetterBlocks(TM)  has  expanded  over  the  years due to developments in the
plastic's  industry.  BetterBlocks(TM) was first offered in only primary colors,
but  now  is  available  in  glow-in-the-dark,  sparkle and magic color-changing
colors.


                                        5
<PAGE>
We acquired the exclusive, royalty-free worldwide license to manufacture, market
and  distribute  BetterBlocks(TM)  under the Share and Option Purchase Agreement
with The Better Blocks Trust in April 2000. The BetterBlocks(TM) infomercial was
conceived  and  developed  in  1992  by  Kelvin  Claney, our President and Chief
Executive  Officer,  and the first infomercial for BetterBlocks(TM) aired on the
Nickelodeon  national  cable  system  that  year.  Various  versions  of
BetterBlocks(TM)  infomercials  aired  during  the  1990s, both domestically and
internationally.  In one instance on a special 24-hour promotion on QVC (USA), a
live  home  shopping  channel, BetterBlocks(TM) products generated approximately
$1.3  million  in  gross  revenue.  In  addition  to  the  United  States,
BetterBlocks(TM)  infomercials  have  aired  in Canada, the Middle East, Russia,
China,  France,  Finland, Poland, Hungary, South America, Britain, Australia and
New  Zealand.  The  sales  price  of  BetterBlocks(TM)  depends  on  the type of
BetterBlocks(TM)  purchased, but generally ranges from $29.95 to $59.95. For the
year  ended  December 31, 2002, BetterBlocks(TM) generated approximately 1/4% of
our total revenue. For the year ended December 31, 2001, we did not generate any
revenue  from  BetterBlocks(TM),  because  the  BetterBlocks(TM)  long-form
infomercial  is in need of modernization and we decided not to air it. We expect
to  modernize the long-form BetterBlocks(TM) infomercial sometime in fiscal 2003
and  then  expect  to air the infomercial both internationally and domestically.

SPRINTR

In  June,  2002,  the  Company  entered  into an exclusive license and marketing
agreement  with Land Surfer Scooter Company Ltd. (LSSC) wherein LSSC has granted
ICTV  the  exclusive right to market through all forms of distribution a fold-up
rocker-powered  scooter.

The  SprintR is a BMX bike, scooter and skateboard all in one. This unique and
exciting  scooter  works  by  simply  rocking the skateboard-style deck back and
forth.  The  rocking  motion powers the wheels, much like a bike, propelling the
scooter  to  speeds  of  up to 12 MPH. The SprintR comes with high performance
bearings, adjustable handlebar height, wheelie bar, travel pouch, and can easily
be  folded  for  travel  or  storage.

Production of a two-minute DRTV spot was completed in October 2002. A media test
of  the  spot  aired  domestically  in  October  2002  and  test  results  were
encouraging.  Testing  in  the  international  markets has been very successful,
resulting  in  the  shipment  of  multiple containers to our overseas customers.
Sales  generated by SprintR during fiscal 2002 represented approximately 7% of
ICTV's  total revenues. We expect to launch the product in several international
markets  in  the  spring  and  summer  of  2003.

BONDZALOT(TM)

In  July  2002,  ICTV  entered  into  an  exclusive  marketing  and distribution
agreement  with  an  individual in connection with a range of specialty adhesive
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,  ICTV  completed  production  on and test broadcast a long-form
infomercial.  In  December,  we  tested  the  Bondzalot(TM)  show  in the United
States.  The  results  returned  an astounding 77% conversion rate (out of every
100  calls,  77  people  purchased one or more of the product), however the call
volume  was  not  sufficient  to  make  the  show  profitable.  Given  the  high
conversion  management  intends to "tweak" the show to encourage a higher volume
of  calls.  Although  results from a small media test airing in December 2002 in
the  United  States  were  less  than impressive, management is confident that a
re-edited  version  will  be  successful  in  the  international  markets.

The  Super  Bonding  Kit  draws on space-age technology to create a product that
allows  instant bonding of virtually all types of material.  Its applications in
general household use and also in the automotive area are almost unlimited.  The
kit  is  already  a  proven  international success.  It was market-tested at the
Ideal  Homes  Exhibition  in  London,  England, in March 2001, and in 30 days it
achieved  exceptional  retail sales.  It has also been featured on the UK "Ideal
Shopping"  television  channel  and  was  tested  successfully  at the "Canadian
National  Exhibition"  in  Ontario.


                                        6
<PAGE>
IBIZ

On  September  6,  2002, the Company entered into an exclusive license agreement
with  IBIZ, Inc. and its principal (collectively, "IBIZ").  IBIZ has granted the
exclusive  right,  subject  to  certain conditions, to market certain automotive
care  and  appearance  products  through  almost  all forms of distribution on a
worldwide basis.  In consideration for the right received, the Company shall pay
a  royalty at varying rates depending on various scenarios starting at $0.50 per
kit.  For  a  certain  period  of  time, IBIZ will also grant to the Company the
option  to  purchase certain assets, including but not limited to, all formulas,
specifications,  technical  drawings, patents, trademarks, copyrights, and trade
secrets  for the sum of $3 million, payable as to $1 million cash and $2 million
by  way  of  the  issuance of a promissory note with interest at Chase Manhattan
prime  plus  2%  per  annum,  principal  and  interest  payable  in  quarterly
installments over three years and prepayable in full without penalty or premium.
The  initial  term of the agreement is five years starting September 6, 2002 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 the Company
notifies  IBIZ  at  least  30  days  before  the  end  of the then current term.

THIRD-PARTY  PRODUCTS

During  the  last  two  fiscal  years,  we  rolled out the following third-party
products  in  the  international  market:  Aussie  Nads, Auto Hammer, Chest Pro,
Cybersonic(TM),  Fight  The  Fat,  Mojave  Sunglasses,  Packmax, Pump n Seal and
Squeez  Wrench.  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. Approximately 39% of our total revenue for the
year  ended  December  31,  2002  came from the sale of third-party products, as
compared  to  nearly  70%  for  the  year  ended  December  31,  2001.

AUTOMOTIVE  AFTERMARKET  PRODUCTS

We  intend  to  market  a range of automotive products under various brands.  We
have  been  working on acquiring products in the automotive aftermarket products
that we feel have excellent mass consumer appeal and will work in an infomercial
sales  format.  It  is  clear  that the economic conditions throughout the world
have resulted in consumers moving towards products that allow vehicle life to be
extended,  deferring  the  need  to  replace  them.  This  trend  calls for more
products  in  the  automotive aftermarket product categories such as specialized
additive  products for treating engines, powertrains, gasoline and fuel systems.
We  expect to complete several product acquisition and distribution contracts in
2003,  with  marketing  efforts  to  commence  shortly  there  after.

MARKETING,  SALES,  PRODUCTION  AND  DISTRIBUTION

We  use  infomercials as an initial means to advertise and promote our products,
because  we  feel  that infomercials communicate information to a mass market of
television  viewers  in  a  cost-effective  way that creates brand awareness and
produces  future  sales  in  traditional  retail  stores.  We  generally  air
infomercials  in non-peak time slots because media costs are less than peak-time
slots.  We  believe  infomercials:,  educate  the  consumer;  develop  brand
recognition; and allow us to easily measure the results of our marketing efforts
so  that  we can continually market our products on a commercially viable basis.

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

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


                                        7
<PAGE>
We  also think infomercials are an easy means by which to measure the success of
our  marketing efforts.  We can measure how successful an infomercial is or will
be  by  doing a media test.  If the product performs well during test marketing,
we  can increase the media time for the infomercial.  We can also target certain
markets by buying media time in particular locations or cities.  The products we
sell  via our infomercials may do well in some markets, but not in others.  When
orders are placed, we gather demographic information about the purchaser and use
this  information  to  determine  our  future  target  markets.  If a particular
infomercial  is  not generating positive results, we will either stop airing it,
or  we  will  decrease  our  media  spending  in  order  to  minimize  losses.

We  contract with several independent companies to manufacture our products.  In
general,  we  place  an  order with the manufacturer and we pay the manufacturer
cash upon shipment of the goods.  In some instances, we provide the manufacturer
with  an  advance payment to cover a portion of the manufacturers' costs, and we
pay  the  balance  after  the  goods  are  shipped.

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.

     INFOMERCIAL  PRODUCTION

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

     MEDIA  TESTING

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

     PRODUCT  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  spend  around
$75,000-$100,000  per  week  for  media  time  for a long-form infomercial and a
minimum  of  $50,000  per week for a short-form infomercial 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.


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

     INTERNATIONAL  SALES

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

For  the  year  ended December 31, 2002, international sales contributed to over
95%  of  our revenue as compared to over 99% 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 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.  Our  Senior  VP  of  Marketing  is a specialist with nine years of
experience in international distribution and product sourcing.  His contacts and
relationships  in  the international infomercial industry have been a tremendous
benefit  for  our  business.

     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.

     OTHER  DIRECT  RESPONSE  SALES  METHODS

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

     CUSTOMER  SERVICE

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


                                        9
<PAGE>
     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  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),  Nail  Dazzle(TM)  and  Bondzalot(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).

      -     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.


                                       10
<PAGE>
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  initial  term  of  the  agreement  terminates  in May 2003. 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.

      -     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. The initial term
            of  the  agreement terminates on August 31, 2002. Upon expiration of
            the  initial  term, the agreement will automatically and continually
            renew  for successive additional 3-year terms unless either party is
            in  material  breach  and  the  non-breaching  party  notifies  the
            breaching  party  of  its  intent  to  terminate  the  agreement.

      -     Under an endorsement agreement with 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 initial term of the agreement
            terminates  in  October  2004, and thereafter will automatically and
            continually  renew for successive and additional 5-year terms unless
            we  are  in  material  default  and  are  notified  of her intent to
            terminate  the  agreement.

During the year 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)

      -     Under  a  production  agreement  with  BAG,  we are obligated to pay
            royalties  to  BAG  based  on  adjusted gross revenues, depending on
            various  scenarios  as  defined in the agreement. The agreement will
            remain  in  effect  unless  and  until terminated by either party in
            accordance  with  the  provisions  of  the  agreement.

      -     Under  an exclusive license and marketing agreement with Select Home
            Products  ("SHP"),  we are obligated to pay SHP a royalty based on a
            fully  packed  kit of ten units of single color of the device or the
            pro-rata  equivalent per individual unit of color of the device. The
            initial  term  of  the  agreement  terminates  in  April  2007.  The
            agreement  will  thereafter  automatically and continually renew for
            successive  additional  5-year  terms,  unless  we  are  in material
            default.

     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.


                                       11
<PAGE>
     BONDZALOT(TM)

     -    Under  an  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  the Company notifies IBIZ at least 30
          days  before  the  end  of  the  then  current  term.

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

GOVERNMENTAL  REGULATION

We  are subject to regulation by a variety of federal, state and local agencies,
including  the  Federal Trade Commission, the Federal Communications Commission,
the  Consumer  Product  Safety  Commission  and  the FDA under the FDC Act.  The
government  regulations  to  which we are subject vary depending on the types of
products  we manufacture and market.  As we begin to market a broader variety of
products  and  services,  we  may  become  subject  to  regulation by additional
agencies.

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

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

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


                                       12
<PAGE>
We  are  also  subject  to  the  Federal  Mail/Telephone  Order Rule.  Under the
Mail/Telephone  Order  Rule,  it is an unfair or deceptive act or practice for a
seller  to  solicit  any  order for the sale of merchandise to be ordered by the
buyer through the mails or by telephone unless, at the time of the solicitation,
the  seller  has  a  reasonable basis to expect that it will be able to ship the
ordered  merchandise to the buyer within 30 days after the seller's receipt of a
properly  completed  order  from the buyer.  If the buyer uses credit to pay for
the  merchandise,  the  time  period  within  which  the  seller  must  ship the
merchandise to the buyer is extended to 50 days.  Under the Mail/Telephone Order
Rule,  the  seller,  among other things, must provide the buyer with any revised
shipping  date.  If  the  seller  is  unable to fulfill an order within 30 or 50
days,  as  the  case  may  be,  then the seller must provide the buyer an option
either  to consent to a delay in shipping or to cancel their order and receive a
prompt  refund.

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

EMPLOYEES

We  currently  employ  a total of four 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  three  in  the  next  fiscal  year.

RESEARCH  AND  DEVELOPMENT

Our  research  and development expenses were approximately $167,000 for the year
ended  December  31,  2002, and approximately $3,000 for the year-ended December
31,  2001.  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.

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 Delray Beach, Florida.  We currently pay
approximately  $2,100  per month under an operating lease agreement entered into
on  September 28, 2002.  The lease is set to expire on October 1, 2003, at which
point  we  will  look to relocate.  In addition, we rent an office in Vancouver,
British  Columbia for our international operations, where we have entered into a
three-year  lease  commencing January 1, 2003 for approximately $3,400 per month
for the first 12 months and approximately $3,800 per month for the subsequent 24
months.

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.


                                       13
<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
---------------------------------------------------------------------

No  matters  were submitted to the Company's shareholders during the three-month
period  ended  December  31,  2002.

                                     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 since we commenced
trading  on  September  5,  2002,  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.

                                                High    Low
                                                -----  -----
                      Quarter Ended:
                      -------------
                         September 30, 2002     $3.81  $1.81
                         December 31, 2002      $3.75  $1.10

HOLDERS

As  of March 27, 2003, there were 10,614,188 shares of common stock outstanding,
held  by  approximately  300  shareholders  of  record.

DIVIDENDS

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

RECENT  SALES  OF  UNREGISTERED  SECURITIES

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

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

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


                                       14
<PAGE>
On  October  15,  2000,  we concluded a private placement offering of our common
stock.  On  completion of the offering, a total of 149,500 shares were issued to
accredited  investors  at  $2.00  per share for total proceeds of $299,000.  The
offer and sale of stock was exempt from registration under Rule 504 and Rule 506
of Regulation D under Sections 3(b) and 4(2), respectively, of the Act.  116,500
shares,  or  $233,000  of these sales, were also exempt under Regulation S under
the  Act,  due  to  the  foreign  nationality  of  the relevant purchasers.  The
following  investors purchased securities: Ian A. Aldred, 7,500 shares; Ellen D.
Briggs,  2,500  shares;  Lesley  Gail Carew, 2,500 shares; Kelvin Claney, 20,000
shares; The Colleen Claney Family Trust, 12,500 shares; Dagger Nominees Limited,
15,000  shares;  Arturo  and Ma Emilia Dazu Dimayuga, 2,000 shares; Paul Farmer,
1,000  shares;  Irvin  Jerold  Gross, 1,000 shares; Stephen James Jarvis, 25,000
shares;  David  Chow  Yum Kwan, 20,000 shares; D.N. Lawson, 2,500 shares; Region
South  Ventures  Limited, 30,000 shares; SAS Group, Inc., 5,000 shares; Kathleen
Sellers, 1,000 shares; Warren Scott Wilson, 1,000 shares; Susan R. Yeager, 1,000
shares.

On  September 28, 2001, we granted options to purchase up to 1,475,000 shares of
our  common stock to various directors, executives and employees under our Stock
Option Plan.  We granted 280,000 of those options at an option exercise price of
$0.50  per  share  and 1,195,000 at an option exercise price of $2.00 per share.
The  offer  and  sale of the options was exempt from registration under Rule 701
under  the  Act.  If Rule 701 under the Act is not available as an exemption, we
believe  the  offer  and  sale  of  the  options  was  exempt  under Rule 506 of
Regulation  D  under  the  Act and Section 4(2) under the Act.  In addition, the
offer  and  sale  of  60,000 options granted with an exercise price of $0.50 per
share  and  100,000  options  granted  at $2.00 per share were also exempt under
Regulation  S  under  the  Act,  due  to the foreign nationality of the relevant
purchaser.

During  July  2002,  the  Company  purchased certain furniture and equipment and
computer  hardware  and  software  from Rich Pitera, a director at the time, for
$82,500.  In consideration, the Company issued 55,000 shares of its common stock
to  Mr.  Pitera.  The Company believes the issuance was exempt from registration
under  Rule  506  of  Regulation D and/or Section 4(2) under the Securities Act.

During September 2002, the Company issued 50,000 shares of its common stock to a
non-related  party,  in  consideration for corporate finance work and consulting
services.  This  individual is an accredited investor.  The Company believes the
issuance  was  exempt  from  registration  under Rule 506 of Regulation D and/or
Section  4(2)  under  the  Securities  Act.

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 December 31, 2002, we granted options to purchase up to 685,000 shares of our
common  stock to an executive and employees under our Stock Option Plan at $1.50
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 675,000 options granted with an exercise price of $1.50
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 OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

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


                                       15
<PAGE>
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 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 on the back-end, as consumers purchase the products aired on the
infomercials.  We  do  not incur infomercial production costs and media time for
our  third-party  products,  because  we  merely  act  as  the  distributor  for
pre-produced  infomercials.  It  is  the  responsibility  of  the  international
infomercial  operators  to  whom  we  sell  the third-party products to take the
pre-produced  infomercial,  adapt  it to their local standards and pay for media
time.

RESULTS  OF  OPERATIONS

The  following discussion compares operations for the fiscal year ended December
31,  2002  with  the  fiscal  year  ended  December  31,  2001.

Revenues

Our  revenues  increased  to approximately $1,627,000 in 2002 from approximately
$1,240,000 in 2001, up 31%. In 2002, as was the case for 2001, we focused on the
international  market,  with almost 96% of our revenue coming from international
sales.  The  products  that  provided  most  of our revenue in 2002 were our own
products,  Derma  Wand(TM)  and  SprintR  and  third-party  products, Packmax,
Cybersonic(TM) and Fight the Fat. Unlike 2001, sales of our own products made up
the  majority  of our revenue in 2002, increasing to approximately $998,000 (61%
of total revenue) in 2002, from approximately $382,000 (31% of total revenue) in
2001.


                                       16
<PAGE>
In  2001,  approximately $1,233,000 (99%) of our revenue came from international
sales,  which  consisted  primarily  of  sales  of  third-party  products,
Cybersonic(TM) and Fight the Fat, and our own products, including Derma Wand(TM)
and  Smart  Stacks(TM).  Derma  Wand(TM)  sales  alone  generated  approximately
$838,000  (51%)  of  our  total  revenue in 2002, up from approximately $208,000
(17%) in 2001 due to continued strong acceptance of the product internationally.
We  ceased  selling  Derma  Wand(TM)  in  the  United States in 2001, because we
believed  the  FDA  may  classify  it  as  a medical device for which pre-market
approval is necessary. We are in the process of submitting Derma Wand(TM) to the
FDA's  510(k)  approval  process. We hope to have the 510(k) approval within the
next  fiscal year and to resume marketing Derma Wand(TM) in the United States at
that  time. We also plan to roll out several new infomercials in the next fiscal
year  and  anticipate  that  these  new  infomercials  will cause our revenue to
increase.

Gross  Margin

Gross  margin  percentage  increased  to  approximately  52%  in  2002  from
approximately 25% in 2001. The increase in gross margin percentage was primarily
due  to  the  fact  that we received more of our total revenues in 2002 from the
sales of our own products Derma Wand(TM) and SprintR, and less from the sales of
third-party  products  like  Packmax, Cybersonic(TM) and Fight the Fat, where we
generally  have a higher cost of sales than we do for our own products. In 2002,
we  received gross margins of approximately $550,000 for Derma Wand(TM), $78,000
for  Cybersonic(TM)  and  $49,000 for Packmax, whereas in 2001 we received gross
margins of approximately $117,000 for Derma Wand, $73,000 for Cybersonic(TM) and
$52,000  for  Smart  Stacks(TM).

Operating  Expenses

Total  operating  expenses  increased  to  approximately $1,334,000 in 2002 from
approximately $583,000 in 2001, up approximately $751,000, or 128%. The majority
of  the  increase  can  be attributed to increases in general and administrative
expenses  ($359,729),  research and development expenses ($164,102), and selling
and  marketing expenses ($95,776). General and administrative expenses increased
92%  to  approximately  $752,000  in  2002  from approximately $392,000 in 2001.
Legal,  accounting  and  consulting  fees accounted for approximately 53% of the
increase  as  the  Company  prepared  to  "Go  Public", arranged a financing and
commenced  trading  in  September.  Additional costs were incurred as management
changes  were made as the Company shifted from a non-public start-up to a public
company  and  a  new  office  was  opened in Vancouver. Research and development
expenses  increased to approximately $167,000 from approximately $3,000 in 2001.
Research  and  development expenses consist primarily of efforts to discover and
develop  new  products  and  the  testing  and  development  of  direct-response
advertising  related to these products. The increase in research and development
was  due  to  the  production  of  the  Nail  Dazzle(TM)  and SprintR short-form
infomercials  and  the Bondzalot(TM) long-form infomercial. In addition, selling
and  marketing  expenses  were  up  91%  to  approximately $202,000 in 2002 from
approximately  $106,000  in  2001 as more emphasis was placed on selling our own
products  versus  third-party  products.

Net  Losses

To  date,  we  have  not  achieved  profitability.  Our  net  loss  increased to
approximately  $559,000  in  2002  from approximately $353,000 in 2001.  Our net
loss  for  2002 was primarily the result of expenses associated with positioning
us  to  conduct our registered offering of common stock, commencement of trading
and  the  sourcing and production of three new infomercials.  We anticipate that
until a follow-up financing is completed, we will continue to operate at a loss.
Market acceptance of the products we launch will also be a determining factor as
to  whether  we  will  continue  to  operate  at  a  loss.

PLAN  OF  OPERATION;  LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31, 2002, we had approximately $21,000 in the bank, compared to no
cash  as  at  December  31,  2001.  We  have  relied  on  the  proceeds from the
registered  share  offering  to fund operations.  We used approximately $292,000
for  our  operating  activities in 2002 as compared to approximately $262,000 in
2001.  This use of cash was funded by our registered share offering in 2002.  In
2001, the use of cash was funded by our opening cash balance at January 1, 2001,
of  approximately $43,000, plus net advances from a shareholder of approximately
$220,000.


                                       17
<PAGE>
We have a note payable to The Better Blocks Trust in the amount of approximately
$591,000,  with  interest,  which  is  due  on November 1, 2004.  The note bears
interest  at  the prime rate plus 1%.  At December 31, 2002, the total principal
and  accrued  interest  on  the  note  amounted  to  approximately  $730,000.

On  September  28, 2001, we granted 1,475,000 stock options to our directors and
officers:  280,000  with  a  $0.50  exercise  price  and  1,195,000 with a $2.00
exercise  price.  In connection with certain management changes during the year,
521,000 stock options have been cancelled, 86,000 at $0.50 and 435,000 at $2.00.
Subsequent  to  year-end,  an  additional  170,000 stock options were cancelled,
20,000  at  $0.50  and  150,000  at  $2.00.

On  December  31,  2002, we granted 685,000 stock options at $1.50 to an officer
and  employees.

If the optionees exercise the options granted on September 28, 2001 and December
31,  2002,  over the next five years as they vest, we will receive $2,334,500 in
capital.  We  estimate that the $0.50 options granted on September 28, 2001 will
result  in  non-cash compensation expense of approximately $174,000 that we will
recognize  over  the  next five years as services are rendered by the optionees.
This  assumes  an estimated fair value of $1.50 per share, based on the price of
our  offering of $1.50 per share.  We also estimate that we will disclose in the
notes  to  our  financial  statements  pro  forma  compensation  expense  of
approximately  $912,000  over  the  next  five years in accordance with the fair
value  based  method  prescribed  in  SFAS  123.

The  Company  has  experienced recurring losses from operations and has negative
cash  flows  from operating activities for the years ended December 31, 2002 and
2001.  In  addition,  the  Company  has  a  working  capital  deficiency  of
approximately $460,000 and an accumulated deficit of approximately $1,100,000 as
of  December  31,  2002.  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  nine  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.

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.


                                       18
<PAGE>
IF  OUR  INFOMERCIALS  ARE  NOT  SUCCESSFUL,  WE  WILL  NOT  BE  ABLE  TO RECOUP
--------------------------------------------------------------------------------
SIGNIFICANT  ADVANCE  EXPENDITURES  SPENT ON PRODUCTION AND MEDIA TIMES, AND OUR
--------------------------------------------------------------------------------
BUSINESS  PLAN  MAY  FAIL.
--------------------------

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

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

We  are  dependent  on  the  talent  and  resources  of  our  key 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.  In addition, our international operations are
dependent  on  the  experience and relationships of Greg LaRoza, our Senior Vice
President  of  Marketing.  Mr.  LaRoza's  contacts  and  relationships  with
international direct marketers have enabled us to engage in international sales,
since  most  of  the transactions in the international direct marketing industry
are  relationship-based.  We do not have an employment contract with Mr. LaRoza,
and  the  loss  of  him  may  mean  the  loss  of  very  important  contacts and
relationships  we have in the international direct marketing arena.  The loss of
Mr.  Claney  or  Mr.  LaRoza may prevent us from implementing our business plan,
which  may  limit  our  profitability  and  decrease  the  value  of your stock.

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

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

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

Not  all  of  our products are covered by liability insurance against claims for
damages.  In particular, we do not have liability insurance for Smart Stacks(TM)
and  BetterBlocks(TM),  and  we do not have direct insurance for Derma Wand(TM),
although 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.


                                       19
<PAGE>
WE  MAY  NEVER GET CLEARANCE FROM THE FDA TO MARKET DERMA WAND(TM) DOMESTICALLY,
--------------------------------------------------------------------------------
WHICH  WOULD  NEGATIVELY AFFECT OUR RESULTS OF OPERATIONS AND CAUSE THE VALUE OF
--------------------------------------------------------------------------------
YOUR  STOCK  TO  DECREASE.
--------------------------

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

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

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

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;


                                       20
<PAGE>
      -     "boiler  room"  practices  involving high pressure sales tactics and
            unrealistic  price  projections  by  inexperienced  sales  persons;
      -     excessive  and  undisclosed  bid-ask  differentials  and  markups by
            selling  broker-dealers;  and
      -     the  wholesale  dumping  of  the  same  securities  by promoters and
            broker-dealers  after  prices  have  been  manipulated  to a desired
            level,  along  with  the  inevitable  collapse  of those prices with
            consequent  investor  losses.

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

Any  additional issuances of common stock by us from 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, 89,385,812
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  94%  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.


                                       21
<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  and supplementary data are set forth on pages F-1 through
F-19.

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

None.

                                    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       53  Chief Executive Officer, Secretary and Director
-----------------  ---  -----------------------------------------------
Thomas Crosby       47  Chairman of the Board and Director
-----------------  ---  -----------------------------------------------
Louis J. Basenese   53  President and Director
-----------------  ---  -----------------------------------------------
Greg LaRoza         39  Senior Vice President of Marketing
-----------------  ---  -----------------------------------------------
Patrick Lavin       37  Chief Financial Officer
-----------------  ---  -----------------------------------------------
Stephen J. Jarvis   49  Director
-----------------  ---  -----------------------------------------------
William R. Flohr    41  Director
-----------------  ---  -----------------------------------------------
</TABLE>

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

Thomas  Woolsey,  Keith  Smith  and  Richard  Pitera  resigned from the Board of
Directors  on  October  18, 2002.  Subsequent to year-end, on February 14, 2003,
Louis  J.  Basenese resigned from the Board of Directors and as President of the
Company.  At  that  time,  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.


                                       22
<PAGE>
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  -  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 Stacks(TM) 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
BetterBlocks(TM),  which  was  then owned by The Better Blocks Trust. Mr. Claney
devotes  100%  of  his  working  energy  to  ICTV.

THOMAS  CROSBY  -  CHAIRMAN  OF  THE  BOARD,  DIRECTOR

Mr. Crosby is a sole proprietor who operates under the name Crosby Management as
a  business  and marketing consultant.  Since 1991, Mr. Crosby has been involved
in  the  product  development of and funding for various infomercials, including
the  Sterling Spring Water Filter infomercial that aired successfully for over a
year  and  eventually sold at the retail level.  Mr. Crosby served as a Director
of  Sterling  Air  and  Water Inc., which owned the Sterling Spring Water Filter
infomercial,  from  1992 to 1994.  From 1989 - 1996, Mr. Crosby was co-owner and
President  of  Vector Instruments Inc., a company that manufactured and marketed
worldwide commercial swimming pool water controls and commercial water treatment
systems.  Mr.  Crosby  devotes  100%  of  his  working  energy  to  ICTV.

LOUIS  J.  BASENESE  -  PRESIDENT,  DIRECTOR

In  October 2002, Mr. Basenese was appointed President of the Company.  Prior to
that, from 2001 to October 2002, Mr. Basenese was the Chief Executive Officer of
Dimensional  Marketing  Concepts,  Inc.,  a consumer product automotive chemical
company.  From  October  1996  to May 2001, Mr. Basenese served as President and
Chief  Executive  Officer  of  Motor  Up  America,  Inc., an automotive consumer
product company, where he developed a comprehensive business plan, assembled its
corporate  structure  and built domestic distribution channels.  Before focusing
on  the  retail  environment,  Motor  Up  America  sold  its  products  via  the
infomercial medium.  For a short time prior to joining Motor Up America, Inc. in
1996,  Mr.  Basenese had his own management consultant firm.  From 1994 to 1996,
Mr. Basenese was President and Chief Executive Officer of Meguiar's, Inc., a $34
million  family-held  business.  Mr.  Basenese  was  also  General  Manager  and
Director  of  BASF  Corporation for nine years, where he was responsible for the
company's  $200 million automotive and energy products division.  Prior to that,
Mr.  Basenese  worked for nine years for Ford Motor Company in various sales and
marketing  managerial  positions.

GREG  LAROZA,  SENIOR  VICE  PRESIDENT  OF  MARKETING

In  October  2002, Mr. LaRoza was promoted to Senior Vice President of Marketing
for  ICTV.  Prior to that, since May 2000, Mr. LaRoza had served as our Director
of  International  Export  and  Product  Sourcing,  where among other things, he
assists  the  Company  in  locating  international  infomercial operators to air
infomercials  for products owned by the Company in addition to products owned by
third  parties.  From  January  1998  to  May 2000, he was the Vice President of
Export  for  K-Tel  Consumer  Products  Inc.,  where  he  developed and marketed
consumer  goods via direct response advertising to international distributors on
all  six  continents.  From  October 1994 to December 1997, he was Manager of US
Operations for Regal Shop International, where he negotiated exclusive licensing
agreements  with  major  US  infomercial/product  suppliers for an international
direct  response  advertising  community.  While  working  with  Regal  Shop
International,  Mr.  LaRoza managed the procurement division and was responsible
for  new  product  development, international procurement and shipping.  He also
established  a distributor network in Latin America, Europe and the Middle East,
generating  a  50%  increase  in  sales  volume.  Mr. LaRoza devotes 100% of his
working  energy  to  ICTV.


                                       23
<PAGE>
PATRICK  LAVIN  -  CHIEF  FINANCIAL  OFFICER

In  October  2002, Mr. Lavin was appointed Chief Financial Officer of ICTV.  Mr.
Lavin  has  over  15  years  of experience in the areas of corporate finance and
financial  administration  of  public  companies.

He  began  working  in  public  practice  in 1987 specializing in accounting and
auditing  for public companies.  From January 1997, Mr. Lavin worked at Stox.com
Inc.  In  1998,  he  was  appointed  to  the  Board  of Directors, then as Chief
Financial  Officer  (CFO).  As  CFO,  Mr.  Lavin was responsible for all matters
dealing  with  the  financial  administration  of  a  public  company, including
compliance,  auditing,  control,  treasury  and  compensation. Additionally, Mr.
Lavin  was  instrumental  in  raising  $14 million in various financings and was
active  in  the  area  of  Mergers and Acquisitions.  From November 2000 to June
2002, Mr. Lavin provided consulting services to a number of public companies and
for  some  held  senior  level  positions.

Mr.  Lavin  is  qualified  as  a  Certified  General  Accountant (CGA) and has a
background  in  corporate  finance, business and law.  Mr. Lavin devotes 100% of
his  working  energy  to  ICTV.

STEPHEN  J.  JARVIS  -  DIRECTOR

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

WILLIAM  R.  FLOHR  -  DIRECTOR

Mr.  Flohr  presently  owns  Info  Marketing Group Inc., a vertically integrated
infomercial  company,  where  he has served as President since 1991. In 1989, he
co-created  an  infomercial series called "Amazing Discoveries". From 1989-1991,
Mr.  Flohr was a co-owner of Positive Response Television, Inc. In the two years
he  was  with  Positive  Response  Television,  Inc.,  he  produced  over thirty
infomercials.  From  1982  to  1988,  Mr. Flohr was a Senior TV Producer for the
American  Broadcasting Company Television Network (ABC), where he produced "Live
with  Regis and Kathie Lee" and "Geraldo" television talk shows. Since 2000, Mr.
Flohr  has served as a Director of Amden Corp., a developer and marketer of oral
care  products, including Cybersonic(TM), 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.  The effective date of our registration statement under
the  Exchange  Act, February 25, 2002, occurred after the end of the fiscal year
ended  December 31, 2001.  To the best of the Company's knowledge, the Company's
insiders  filed  Forms  3  with  the  SEC  on  February  25,  2002.

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

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS


                                       24
<PAGE>
The  following  table  sets  forth  all compensation paid or earned for services
rendered  to  ICTV  in  all capacities during the years ended December 31, 2002,
2001  and  2000,  by  our  chief  executive  officer  and  president (the "Named
Officers").  No  executive officer received total annual salary, bonus and other
compensation  in excess of $100,000 in those periods.  No executive officer that
would  have  otherwise  been  included  in this table on the basis of salary and
bonus  earned  for  these fiscal years has been excluded by reason of his or her
termination  of employment or change in executive status during the fiscal year.

<TABLE>
<CAPTION>
                                      SUMMARY COMPENSATION TABLE

                                                                       LONG  TERM  COMPENSATION
                                                                 -------------------------------------
                                    ANNUAL COMPENSATION                  AWARDS              PAYOUTS
                              ---------------------------------  ------------------------  -----------
NAME                                                   OTHER     RESTRICTED   SECURITIES                ALL OTHER
AND                                                    ANNUAL       STOCK     UNDERLYING                  COMP-
PRINCIPAL                                             COMPEN-     AWARD(S)     OPTIONS/       LTIP      ENSATION
POSITION                YEAR  SALARY ($)  BONUS ($)  SATION ($)      ($)       SARS (#)    PAYOUTS ($)     ($)
----------------------  ----  ----------  ---------  ----------  -----------  -----------  -----------  ---------
<S>                     <C>   <C>         <C>        <C>         <C>          <C>          <C>          <C>

                        2002      12,000        nil         nil          nil         nil           nil        nil
Kelvin Claney           2001         nil        nil         nil          nil         nil           nil        nil
(CEO) (1)               2000         nil        nil         nil          nil         nil           nil        nil
----------------------  ----  ----------  ---------  ----------  -----------  -----------  -----------  ---------
                        2002       7,000        nil         nil          nil   170,000(4)          nil        nil
Louis Basenese          2001         nil        nil         nil          nil         nil           nil        nil
(President)(2)          2000         nil        nil         nil          nil         nil           nil        nil
----------------------  ----  ----------  ---------  ----------  -----------  -----------  -----------  ---------
                        2002      37,500        nil         nil          nil         nil           nil        nil
Thomas Woolsey          2001       1,000        nil         nil          nil    60,000(5)          nil        nil
(former President) (3)  2000       4,000        nil         nil          nil         nil           nil        nil
----------------------  ----  ----------  ---------  ----------  -----------  -----------  -----------  ---------
<FN>
(1)     Mr. Claney was appointed Chief Executive Officer of ICTV on January 22, 2001.  Subsequent to year-end, on
        February  14,  2003,  Mr.  Claney  was  appointed  President  of  the  Company.
(2)     Mr.  Basenese  was  appointed President of ICTV on October 18, 2002.  Subsequent to year-end, on February
        14,  2003,  Mr.  Basenese  resigned  as  President  and  from  the  Board  of  Directors  of  ICTV.
(3)     Mr.  Woolsey  was appointed President of ICTV on June 3, 2000.  On October 18, 2002, Mr. Woolsey resigned
        as  President  and  from  the  Board  of  Directors  of  ICTV.
(4)     Includes  20,000  options granted under the 2001 Stock Option Plan at $0.50 per share and 150,000 options
        granted  at $2.00 per share.  In connection with Mr. Basenese's departure from ICTV on February 14, 2003,
        these options  were  cancelled.
(5)     Includes  20,000  options  granted under the 2001 Stock Option Plan at $0.50 per share and 40,000 options
        granted  at  $2.00 per share.  The original grant to Mr. Woolsey comprised of 20,000 options at $0.50 per
        share  and  150,000  options  at  $2.00  per  share, which were subsequently reduced to 20,000 and 40,000
        options, respectively, in  connection  with  Mr.  Woolsey's  departure  from  ICTV  on  October 18, 2002.
</TABLE>

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

                              NUMBER OF      % OF TOTAL
                              SECURITIES    OPTIONS /SARS
                              UNDERLYING     GRANTED TO      EXERCISE
                            OPTIONS / SARS  EMPLOYEES IN     OR BASE     EXPIRATION
NAME                           GRANTED       FISCAL YEAR   PRICE ($/SH)     DATE
--------------------------  --------------  -------------  ------------  ----------
<S>                         <C>             <C>            <C>           <C>

Kelvin Claney (CEO)              nil             nil            n/a         n/a
--------------------------  --------------  -------------  ------------  ----------
Louis Basenese (President)       nil             nil            n/a         n/a
--------------------------  --------------  -------------  ------------  ----------
Thomas Woolsey (former
President)                       nil             nil            n/a         n/a
--------------------------  --------------  -------------  ------------  ----------
</TABLE>


                                       25
<PAGE>
<TABLE>
<CAPTION>
                  AGGREGATED OPTION / SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
                                          OPTION/SAR VALUES

                                                        NUMBER OF SECURITIES
                                                       UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED IN-
                               SHARES                  OPTIONS/SARS AT FISCAL      THE-MONEY OPTIONS/SARS
                              ACQUIRED      VALUE           YEAR-END (#)           AT FISCAL YEAR-END ($)
                            ON EXERCISE   REALIZED
NAME                            (#)          ($)     EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
--------------------------  ------------  ---------  --------------------------  --------------------------
<S>                         <C>           <C>        <C>                         <C>
Kelvin Claney (CEO)             n/a           n/a               n/a                         n/a
--------------------------  ------------  ---------  --------------------------  --------------------------
Louis Basenese (President)      n/a           n/a         34,000/136,000                4,000/16,000
--------------------------  ------------  ---------  --------------------------  --------------------------
Thomas Woolsey (former
President)                      n/a           n/a         12,000/48,000                 4,000/16,000
--------------------------  ------------  ---------  --------------------------  --------------------------
</TABLE>


COMPENSATION  OF  DIRECTORS

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

EMPLOYMENT  CONTRACTS

We  have  no  employment  agreements  with  our  executive  officers.

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

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

The  following  table  sets  forth, as of March 27, 2003, our outstanding common
stock owned of record or beneficially by (1) each person who owned of record, or
was  known by us to own beneficially, more than 5% of our common stock, (2) each
executive  officer, (3) each director and (4) the shareholdings of all executive
officers  and  directors  as  a  group.  As of March 27, 2003, we had 10,614,188
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)                                     8,489,000           76.5%
-------------------------------------------------------------  ------------  --------------
The Better Blocks Trust, declared January 1, 1994 (2)             8,469,000           76.2%
-------------------------------------------------------------  ------------  --------------
Stephen Jarvis, Member of the Board of Directors (3)              1,865,000           17.6%
-------------------------------------------------------------  ------------  --------------
William Flohr, Member of the Board of Directors (4)                  80,000            0.8%
-------------------------------------------------------------  ------------  --------------
Patrick Lavin, Chief Financial Officer (5)                            3,014            0.0%
-------------------------------------------------------------  ------------  --------------
Thomas Crosby, Chairman and Member of the Board
of Directors (6)                                                        nil            0.0%
-------------------------------------------------------------  ------------  --------------
Greg LaRoza, Senior Vice President of Marketing (7)                     nil            0.0%
-------------------------------------------------------------  ------------  --------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS
A GROUP - 6 INDIVIDUALS (8)                                      10,437,514           94.0%
-------------------------------------------------------------  ------------  --------------
<FN>
Except as noted below, all shares are held of record and each record shareholder
has  sole  voting  and  investment  power.

(1)   Includes 7,969,000 shares owned by The Better Blocks Trust, of which Mr.
      Claney is a joint trustee and 500,000 options that are currently
      exercisable by The Better Blocks Trust. Mr. Claney disclaims beneficial
      ownership of the shares and options owned or controlled by The Better
      Blocks Trust beyond the extent of his pecuniary interest. Mr. Claney's
      business address is 110 SE 4th Avenue, Suite 102, Delray Beach, Florida
      33483.


                                       26
<PAGE>
(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. Jarvis's business address is 1191 Vito Cruz Extension, Makati City,
      Metro Manila 1200 Philippines.
(4)   Mr. Flohr's business address is 741 A 10th Street, Santa Monica,
      California 90402.
(5)   Mr. Lavin's business address is 1201-700 W. Pender Street, Vancouver, BC
      V6C 1G8.
(6)   Mr. Crosby's business address is 1201-700 W. Pender Street, Vancouver, BC
      V6C 1G8.
(7)   Mr. LaRoza's business address is 76 Federation Road, Bedford, NH 03110.
(8)   Includes 500,000 options that are currently exercisable by The Better
      Blocks Trust.
</TABLE>

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

EQUITY  COMPENSATION  PLAN  INFORMATION

The  following table sets forth information regarding our 2001 Stock Option Plan
as  of  the  year  ended  December  31,  2002:

<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(2)     WARRANTS AND RIGHTS(2)      REFLECTED IN COLUMN (A))
--------------------------  ---------------------------  ----------------------  --------------------------------
<S>                         <C>                          <C>                     <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY                1,639,000                    $1.61                        1,361,000
HOLDERS(1)
--------------------------  ---------------------------  ----------------------  --------------------------------
EQUITY COMPENSATION PLANS
NOT APPROVED BY SECURITY
HOLDERS                               n/a                         n/a                           n/a
--------------------------  ---------------------------  ----------------------  --------------------------------
TOTAL                               1,639,000                    $1.61                        1,361,000
--------------------------  ---------------------------  ----------------------  --------------------------------
<FN>
(1)     The  2001  Stock  Option  Plan  was  approved  by  the  shareholders  on  February  26,  2001.
(2)     Includes  20,000  options  granted under the 2001 Stock Option Plan at $0.50 per share and
        150,000 options granted at $2.00  per  share.  In connection with Mr. Basenese's departure
        from ICTV on February 14, 2003, these options were cancelled.  As  at March 27, 2003, the
        number of securities to be issued upon exercise of outstanding options is 1,469,000 shares,
        with a weighted  average  of  $1.59  per  share.
</TABLE>

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


                                       27
<PAGE>
On April 1, 2000, we entered into a Share and Option Purchase Agreement with The
Better  Blocks Trust, of which Kelvin Claney, who is now our President and Chief
Executive  Officer, Director and Secretary, is co-trustee.  Under the agreement,
we  purchased  all of the equity interest in Windowshoppc.com Limited and R.J.M.
Ventures  Limited  and  an option to purchase all of the equity in Better Blocks
International Limited, as well as a license to all of the assets owned by Better
Blocks  International  Limited.  The  purchase  price  under  the  agreement was
8,000,000  shares  of  Moran Dome's common stock and a $590,723 promissory note.
As of December 31, 2002, the principal and accrued interest on the note amounted
to  $729,588.  The  option  exercise  price  is  the issuance of another 500,000
shares  of  our  common  stock.  Mr.  Claney  is a founder and the driving force
behind  our  business  to  date,  and  under  the  rules  of  the SEC, he may be
considered  a  founder  or  promoter  of  our  Company.

We  have  received  short-term  advances  from  Kelvin  Claney.  The outstanding
balance  of  the advances received from Mr. Claney was approximately $289,000 as
of  December  31,  2002,  and  approximately  $377,000  as of December 31, 2001.
Interest  rates  charged  during  these  periods  ranged  from  5.75%  to 15.5%.

We  have an ongoing third-party arrangement with Positive Response Vision, Inc.,
of which our director Stephen Jarvis is president. Under the agreement, Positive
Response  Vision,  Inc.  acts  as  a  third-party distributor for certain of our
products,  including  Smart  Stacks(TM),  Mojave  and  Derma  Wand(TM).  In some
instances, the third-party agreement we have with Positive Response Vision, Inc.
has  been  based  on  a  per  unit  royalty, but in most cases Positive Response
Vision,  Inc.  purchases  units  from  us  at  an  agreed  price.  We  received
approximately  $57,000  of  our  total  revenues from sales to Positive Response
Vision,  Inc.  during the fiscal year ended December 31, 2002, and approximately
$151,000  of  our total revenues during the fiscal year ended December 31, 2001.

Our  director  William Flohr is a director and greater than 10% beneficial owner
of  Amden  Corp.,  which  owns Cybersonic(TM). We periodically purchase units of
Cybersonic(TM)  from  Amden  Corp.  and act as the international distributor for
them.  In  acting  as  the  international  distributor, we generally receive the
difference  between  the price at which we sell the product to the international
infomercial  operator  and  the price at which we acquire the product from Amden
Corp.  During  the  year  ended  December  31, 2002, we recognized approximately
$75,000  in  revenue  from  sales  of  Cybersonic(TM),  and  we paid Amden Corp.
approximately  $56,000.  During  the  fiscal  year  ended  December 31, 2001, we
recognized  approximately  $485,000 of revenue from sales of Cybersonic(TM), and
we  paid  Amden  Corp.  approximately  $411,000.


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

EXHIBITS

Exhibit
Number   Description
------   -----------

*23.1    Consent  of  Moore  Stephens  Wurth  Frazer  and  Torbet,  LLP

*99.1    Certification  of the Company's Chief Executive Officer pursuant to 18
         U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act  of  2002.

*99.2    Certification  of the Company's Chief Financial Officer pursuant to 18
         U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act  of  2002.

*  Filed  herewith

REPORTS  ON  FORM  8-K

The  Company  filed a current report on Form 8-K on November 14, 2002, reporting
exhibits under Item 7 and the certification of financial statements by the Chief
Executive Officer and the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley  Act  under  Item  9.


                                       28
<PAGE>
ITEM  14.  CONTROLS  AND  PROCEDURES
------------------------------------

Based  on  the evaluation of the Company's disclosure controls and procedures as
of  a  date  within  90  days  of the filing date of this annual report, each of
Kelvin  Claney,  the  President  and Chief Executive Officer of the Company, and
Patrick  Lavin,  the Chief Financial Officer of the Company, have concluded that
the  Company's disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or  submits  under the Securities Exchange Act of 1934, as amended, is recorded,
processed,  summarized  and  reported  within  the time periods and requirements
specified  by  the  Securities  and  Exchange  Commission's  rules  and  forms.

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


                                       29
<PAGE>
                                   SIGNATURES
                                   ----------

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

     INTERNATIONAL  COMMERCIAL  TELEVISION  INC.

Date:     March  27,  2003     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  27,  2003
             -------------------                      ----------------
             Name:  Kelvin Claney
             Title:  President and CEO,
                     Secretary and Director


        By:  /s/  Patrick  Lavin               Date:  March  27,  2003
             -------------------                      ----------------
             Name:  Patrick Lavin
             Title: Chief Financial Officer


        By:  /s/  Thomas  Crosby               Date:  March  27,  2003
             -------------------                      ----------------
             Name:  Thomas Crosby
             Title:  Chairman/Director


       By:   /s/  Stephen  J.  Jarvis          Date:  March  27,  2003
             ------------------------                 ----------------
             Name:  Stephen  J.  Jarvis
             Title:  Director


      By:    /s/  William  R.  Flohr          Date:  March  27,  2003
             -----------------------                 ----------------
             Name:  William  R.  Flohr
             Title:  Director


                                       30
<PAGE>
                                 CERTIFICATIONS

I,  Kelvin  Claney,  certify  that:

1.    I have reviewed this annual report on Form 10-KSB of International
      Commercial Television Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I am responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to insure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

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

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weakness in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls;

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weakness.

      Date:  March 27, 2003


                           Signed:  /s/  Kelvin  Claney
                                    -------------------
                                    President and Chief Executive Officer


                                       31
<PAGE>
                                 CERTIFICATIONS

I,  Patrick  Lavin,  certify  that:

1.    I have reviewed this annual report on Form 10-KSB of International
      Commercial Television Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I am responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to insure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

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

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weakness in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls;

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weakness.

      Date:     March  27,  2003


                           Signed:   /s/  Patrick  Lavin
                                     -------------------------
                                     Chief  Financial  Officer


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

                              INTERNATIONAL COMMERCIAL TELEVISION INC.

<S>                                                                                             <C>
Independent Auditor's Report, dated March 25, 2003 . . . . . . . . . . . . . . . . . . . . . .  F-1

Consolidated Balance Sheets as at December 31, 2002 and 2001 (audited) . . . . . . . . . . . .  F-2

Consolidated Statements of Operations for the years ended December 31, 2002 and 2001 (audited)  F-3

Consolidated Statements of Shareholders' Deficit as at December 31, 2002 and 2001 (audited). .  F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2001 (audited)  F-5

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


<PAGE>







                    INTERNATIONAL COMMERCIAL TELEVISION INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                      AND
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                           DECEMBER 31, 2002 AND 2001








                                       F
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

To  the  Board  of  Directors  and  Shareholders  of
International  Commercial  Television  Inc.  and  Subsidiaries
Delray  Beach,  Florida


We  have  audited  the accompanying consolidated balance sheets of International
Commercial  Television  Inc.  and Subsidiaries as of December 31, 2002 and 2001,
and the related consolidated statements of operations, shareholders' deficit 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  consolidated  financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
International  Commercial  Television  Inc.  and Subsidiaries as of December 31,
2002 and 2001, and the results of its consolidated operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue as a going concern.  As discussed in Note 14 to the
consolidated  financial statements, the Company has experienced recurring losses
from  operations,  has  negative  working  capital,  and  negative  equity as of
December 31, 2002 which raise substantial doubt about its ability to continue as
a  going  concern.  Management's  plans  in  regard  to  these  matters are also
described  in Note 14.  The consolidated financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



/s/  Moore  Stephens  Wurth  Frazer  and  Torbet,  LLP
City  of  Industry,  California
March  25,  2003


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                               CONSOLIDATED BALANCE SHEETS
                            AS OF DECEMBER 31, 2002 AND 2001
                            --------------------------------


                                                          2002               2001
                                                    -----------------  -----------------
<S>                                                 <C>                <C>
                               ASSETS
                               ------
CURRENT ASSETS:
  Cash                                              $         21,008   $              -
  Accounts receivable                                         21,750                  -
  Related party receivable                                         -             21,063
  Inventory, net                                                  50                400
  Prepaid expenses                                            52,110             18,875
  Deferred charges                                                 -            124,996
                                                    -----------------  -----------------
    Total current assets                                      94,918            165,334
                                                    -----------------  -----------------

PROPERTY AND EQUIPMENT:
  Furniture and equipment                                    116,279             14,558
  Less accumulated depreciation                               21,239              5,161
                                                    -----------------  -----------------
    Property and equipment, net                               95,040              9,397
                                                    -----------------  -----------------

      Total assets                                  $        189,958   $        174,731
                                                    =================  =================


                 LIABILITIES AND SHAREHOLDERS' DEFICIT
                 -------------------------------------

CURRENT LIABILITIES:
  Bank overdraft                                    $              -   $          1,792
  Accounts payable and accrued liabilities                   198,335            106,388
  Due to related parties                                     359,830            377,362
                                                    -----------------  -----------------
    Total current liabilities                                558,165            485,542
                                                    -----------------  -----------------

NOTE PAYABLE AND ACCRUED INTEREST TO
  SHAREHOLDER                                                729,588            688,772
                                                    -----------------  -----------------

SHAREHOLDERS' DEFICIT:
  Common stock, $.001 par value, 100,000,000
    shares authorized, 10,589,188 and 10,249,500
    issued and outstanding as of December 31, 2002
    and December 31, 2001, respectively                          490                150
  Common stock committed                                      37,500                  -
  Additional paid-in capital                                 325,131            (11,873)
  Accumulated deficit                                     (1,266,916)          (707,860)
  Unearned compensation                                     (194,000)          (280,000)
                                                    -----------------  -----------------
    Total shareholders' deficit                           (1,097,795)          (999,583)
                                                    -----------------  -----------------

      Total liabilities and shareholders' deficit   $        189,958   $        174,731
                                                    =================  =================
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                 ----------------------------------------------

                                        2002                2001
                                 ------------------  ------------------
<S>                              <C>                 <C>
NET SALES                        $       1,626,861   $       1,239,685
COST OF SALES                              778,094             930,987
                                 ------------------  ------------------
GROSS PROFIT                               848,767             308,698
                                 ------------------  ------------------

OPERATING EXPENSES:
  Depreciation                              16,078               3,389
  Research and development                 167,369               3,267
  Acquisition costs                              -              30,008
  General and administrative               751,518             391,789
  Selling and marketing                    202,155             106,379
  Royalties                                157,899              41,346
  Rent                                      38,603               6,712
                                 ------------------  ------------------
    Total operating expenses             1,333,622             582,890
                                 ------------------  ------------------

OPERATING LOSS                            (484,855)           (274,192)
                                 ------------------  ------------------

OTHER EXPENSES:
  Interest expense                          40,816              55,933
  Interest expense, shareholder             33,385              22,658
                                 ------------------  ------------------
    Total other expenses                    74,201              78,591
                                 ------------------  ------------------

LOSS BEFORE INCOME TAXES                  (559,056)           (352,783)

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

NET LOSS                         $        (559,056)  $        (352,783)
                                 ==================  ==================


BASIC LOSS PER SHARE             $           (0.05)  $           (0.03)
                                 ==================  ==================

FULLY DILUTED LOSS PER SHARE     $           (0.05)  $           (0.03)
                                 ==================  ==================
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.


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

                                     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                                      FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                      Common stock,     Common    Additional
                                     $.001 par value     Stock      Paid-In    Accumulated    Unearned
                                    Shares    Amount   Committed    Capital      Deficit      Compensation      Totals
                                  ----------  -------  ----------  ----------  ------------  --------------  ------------
<S>                               <C>         <C>      <C>         <C>         <C>           <C>             <C>
Balances, January 1, 2001
  as restated                     10,249,500  $   150  $        -  $(291,873)  $  (355,077)  $           -   $  (646,800)

Grant of stock options                     -        -           -    280,000             -        (280,000)            -

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

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

Issuance of common stock             339,688      340           -    509,200             -               -       509,540

Deferred issuance costs applied            -        -           -   (124,996)            -               -      (124,996)

Grant of stock options cancelled           -        -           -    (47,200)            -          47,200             -

Common stock committed for
  services                                 -        -      37,500          -             -               -        37,500

Amortization of deferred
  compensation under
  nonqualified stock option plan           -        -           -          -             -          38,800        38,800

Net loss                                   -        -           -          -      (559,056)              -      (559,056)
                                  ----------  -------  ----------  ----------  ------------  --------------  ------------

Balances, December 31, 2002       10,589,188  $   490  $   37,500  $ 325,131   $(1,266,916)  $    (194,000)  $(1,097,795)
                                  ==========  =======  ==========  ==========  ============  ==============  ============

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


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

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                   2002        2001
                                                                ----------  ----------
<S>                                                             <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      $(559,056)  $(352,783)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                                 16,078       3,389
      Common stock issuance for consulting services                75,000           -
      Common stock committed for consulting services               37,500           -
      Amortization of deferred compensation under nonqualified
        stock option plan                                          38,800           -
      (Increase) decrease in accounts receivable                  (21,750)     82,419
      Decrease (increase) in related party receivable              21,063     (21,063)
      Decrease in inventory                                           350       9,600
      (Increase) decrease in prepaid expenses                     (33,235)     17,934
      Increase in deferred charges                                      -    (124,996)
      Increase in accounts payable and accrued liabilities         91,947      67,347
      Increase in accrued interest on note payable                 40,816      55,933
                                                                ----------  ----------
        Net cash used in operating activities                    (292,487)   (262,220)
                                                                ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                             (19,222)     (2,462)
                                                                ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in bank overdraft                                       (1,792)      1,792
  Advances from related parties                                   256,976     449,718
  Payments to related parties                                    (274,508)   (229,956)
  Proceeds from issuance of common stock                          352,041           -
                                                                ----------  ----------
    Net cash provided by financing activities                     332,717     221,554
                                                                ----------  ----------

NET INCREASE (DECREASE) IN CASH                                    21,008     (43,128)
                                                                ----------  ----------

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

CASH, end of the year                                           $  21,008   $       -
                                                                ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest expense paid                                         $  33,394   $  22,658
                                                                ==========  ==========

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

NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
    Deferred charges representing stock offering costs offset
      against proceeds from issuance of common stock            $ 124,996   $       -
                                                                ==========  ==========

    Issuance of common stock for the addition of furniture and
      equipment                                                 $  82,500   $       -
                                                                ==========  ==========

    Issuance of common stock for consulting services            $  75,000   $       -
                                                                ==========  ==========

    Common stock committed for consulting services              $  37,500   $       -
                                                                ==========  ==========

    Note payable used to finance acquisition                    $       -   $ 590,723
                                                                ==========  ==========
</TABLE>

The accompanying notes are an integral part of this statement.


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

International Commercial Television Inc., (the "Company" or "ICT") 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  ICT  by WSL and RJML and as a recapitalization of WSL and RJML.

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

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

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

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

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

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

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

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

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

During  June  of  2001, the Financial Accounting Standards Board ("FASB") issued
SFAS  Statement No. 141 ("SFAS 141"), "Business Combinations" and SFAS Statement
No.  142  ("SFAS  142"),  "Goodwill  and  Other  Intangible Assets" ("FAS 142").

SFAS  141  requires  use  of  the purchase method of accounting for all business
combinations initiated after June 30, 2001, provides specific guidance on how to
identify  the  accounting  acquirer in a business combination, provides specific
criteria  for  recognizing  intangible  assets  apart from goodwill and requires
additional  financial  statement  disclosures  regarding  business combinations.
SFAS  141  will impact the Company's accounting for any business combinations it
may  enter  into  in  the  future.  However, SFAS 141's adoption did not have an
impact  on  the  Company's present financial condition or results of operations.


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

SFAS 142 addresses the accounting for goodwill and other intangible assets after
their  initial  recognition.  SFAS  142  changes the accounting for goodwill and
other  intangible assets by replacing periodic amortization of the asset with an
annual  test  of impairment of goodwill at either the reporting segment level or
one  level  below,  providing  for  similar  accounting treatment for intangible
assets  deemed  to  have  an  indefinite  life. Assets with finite lives will be
amortized  over  their  useful  lives.  SFAS  142  also  provides for additional
financial  statement disclosures about goodwill and intangible assets.  SFAS 142
will  impact the Company's accounting for any business combinations it may enter
into  in  the future. However, SFAS 142's adoption did not have an impact on the
Company's  present  financial  condition  or  results  of  operations.

In  June  2001, the FASB issued SFAS Statement No. 143 ("SFAS 143"), "Accounting
for  Asset  Retirement  Obligations".  SFAS  143  changes the recorded amount of
liabilities  associated  with  asset  retirements  and requires the accretion of
interest  expense  over the remaining life of the asset.  SFAS 143 also requires
additional disclosure regarding asset retirement obligations.  This statement is
effective  for fiscal years beginning after June 15, 2002.  The adoption of this
statement  is  not  expected  to  have  a  significant  impact  on the financial
condition  or  results  of  operations  of  the  Company.

In August 2001, the FASB issued SFAS Statement No. 144 ("SFAS 144"), "Accounting
for  the  Impairment  or  Disposal  of  Long-Lived Assets". SFAS 144 retains the
existing  requirements  to  recognize  and  measure the impairment of long-lived
assets  to  be  held  and  used  or to be disposed of by sale. However, SFAS 144
changes  the  scope  and certain measurement requirements of existing accounting
guidance.  SFAS  144  also  changes  the  requirements relating to reporting the
effects  of  a  disposal  or  discontinuation  of a segment of a business.  This
statement  is  effective for fiscal years beginning after December 15, 2001. The
adoption  of  this  statement did not have a significant impact on the financial
condition  or  results  of  operations  of  the  Company.

In  April 2002, the FASB issued SFAS Statement No. 145 ("SFAS 145"), "Rescission
of Statements No. 4, 14 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections."  This  statement  rescinds SFAS No. 4, "Reporting Gains and Losses
from  Extinguishment  of Debt," and an amendment of that Statement, SFAS No. 64,
"Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund  Requirements." This
statement  also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers."  This  statement  amends  SFAS  No.  13,  "Accounting for Leases," to
eliminate  any  inconsistency between the required accounting for sale-leaseback
transactions  and  the  required accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions. SFAS 145
also  amends  other  existing  authoritative  pronouncements  to  make  various
technical  corrections,  clarify meanings, or describe their applicability under
changed conditions. This statement is effective for fiscal years beginning after
May  15,  2002.  The  adoption  of  this  statement  is  not  expected to have a
significant  impact  on  the financial condition or results of operations of the
Company.

In  June  2002, the FASB issued SFAS Statement No. 146 ("SFAS 146"), "Accounting
for  Costs  Associated  with  Exit  or  Disposal  Activities." SFAS 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they  are  incurred rather than at the date of commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and  certain  employee severance costs that are associated with a restructuring,
discontinued  operations,  plant  closing,  or  other exit or disposal activity.
Previous  accounting  guidance  was provided by Emerging Issued Task Force Issue
No.  94-3  ("EITF  94-3"),  "Liability  Recognition  for Certain Costs, Employee
Termination  Benefits  and  Other  Costs  to Exit an Activity (including Certain
Costs  Incurred  in  a Restructuring)." SFAS 146 replaces EITF 94-3 and is to be
applied  prospectively  to  exit or disposal activities initiated after December
31, 2002. The Company will comply with this pronouncement beginning in 2003. The
adoption  of  this statement is not expected to have a significant impact on the
financial  condition  or  results  of  operations  of  the  Company.


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others."  FIN  45  requires the recognition of
certain  guarantees  as  liabilities  at  fair market value and is effective for
guarantees  issued  or modified after December 31, 2002. The Company has adopted
the  disclosure requirement of FIN 45 and does not expect the impact of the fair
market value requirement to have a material impact on its financial condition or
results  of  operations  of  the  Company.

In  December  2002,  the  FASB  issued  SFAS  Statement  No.  148  ("SFAS 148"),
"Accounting  for Stock-Based Compensation - Transition and Disclosure". SFAS 148
allows  for  the  Company's  current  method  of accounting for stock options to
continue.  Effective  for  interim  periods  beginning  after December 15, 2002,
disclosure  will  be required for information on the fair value of stock options
and  the  effect  on  earnings  per share (in tabular form) for both interim and
annual  reports.  The  Company  will comply with this pronouncement beginning in
2003.

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

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

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

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

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

Financial instruments, which potentially subject the Company to concentration of
credit  risk,  include cash and trade receivables. The Company maintains cash in
bank  accounts  that,  at  times,  may  exceed  federally insured limits.  As of
December  31, 2002, 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,  2002,  all  of the Company's trade receivables were due from two customers.

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

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


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

Inventory
---------

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

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

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

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

Long-term  assets  of  the  Company  are  reviewed  annually as to whether their
carrying  value  has become impaired. Management considers assets to be impaired
if  the  carrying  value  exceeds  the  future projected cash flows from related
operations.  Management  also  re-evaluates  the  periods  of  amortization  to
determine  whether subsequent events and circumstances warrant revised estimates
of useful lives.  As of December 31, 2002, management expects these assets to be
fully  recoverable.

Depreciation expense amounted to $16,078 and $3,389 for the years ended December
31,  2002  and  2001,  respectively.

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.

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

Research  and  development  costs  are  expensed  as  incurred.  Research  and
development  costs  primarily  consist  of  efforts  to discover and develop new
products  and the testing and development of direct-response advertising related
to  these  products.

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

Advertising  costs  are  expensed  as  incurred and are included in research and
development  expense  and  selling  and  marketing  expense  in the accompanying
consolidated  financial statements.  Advertising costs amounted to approximately
$30,500  for  the year ended December 31, 2002 which are included in selling and
marketing expense.  No such expense exists for the year ended December 31, 2001.

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

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


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income  taxes  (continued)
--------------------------

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

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

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

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

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


NOTE  2  -  BUSINESS  ACQUISITION

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

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

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


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

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


NOTE  3  -  DEFERRED  CHARGES

Deferred  charges  consist  of  specific  costs  directly  attributable  to  the
Company's  offering.  These  costs have been charged against the Company's gross
proceeds  from  the  initial  offering.


NOTE  4  -  LICENSE  AND  RECONVEYANCE  AGREEMENTS

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


NOTE  5  -  FINANCIAL  INSTRUMENTS

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

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


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES

Smart  Stacks
-------------

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

On  July  1,  1998,  RJML entered into a production agreement with The Broadcast
Arts Group, Inc. ("BAG") for the creation of infomercials of Smart Stacks.  RJML
pays  all  necessary  expenses  for  the  creation of the infomercials and after
completion,  will  retain  all rights, title and interest arising under the U.S.
Copyright  Act,  the U.S. Trademark Act and all other applicable laws, rules and
regulations in and to the entire editorial, visual, audio and graphic content of
the infomercials. In consideration of services rendered by BAG, RJML shall pay a
royalty  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.


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

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


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Derma  Wand
-----------

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  is  until  August  31,  2002.  Upon  expiration, this
agreement  automatically  and continually renews for successive additional three
year terms unless either party is in material breach 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 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  is  five  years  starting  October  15, 1999.  The agreement
automatically  and  continually renews for successive additional five year terms
unless  RJML  is  in material default and is notified in writing at least thirty
days  prior  to  the end of the then current term that the individual intends to
terminate  the  agreement.

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

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

Nail  Dazzle
------------

On  April  10,  2002,  the Company entered into a production agreement with BAG.
Pursuant  to  the  agreement,  BAG  shall  produce  a direct response television
commercial  in  120-second and 60-second versions for the purpose of advertising
and  marketing  a  product known as Nail Dazzle.  The base production budget for
the  commercials  shall be $23,950.  In consideration for the services received,
the  Company  shall  pay a royalty based on adjusted gross revenue, depending on
various  scenarios.  In  addition,  the  Company  shall  pay royalty per kit for
international  television kits sold and international single color cylinder kits
sold.  This  agreement  shall  remain  in  effect unless and until terminated by
either  parties  in  accordance  with  the  provisions  of  the  agreement.

On  April  16, 2002, the Company entered into an exclusive license and marketing
agreement  with  Select  Home  Products ("SHP").   SHP has granted the exclusive
right  to  market  a  pen-style  nail  decorating device in the United States of
America.  In  consideration  for the right received, the Company shall pay SHP a
royalty  based  on a fully packed kit of ten units of single color of the device
or  the  pro-rata  equivalent  per  individual unit of color of the device.  The
initial  term  of  the  agreement  is  five  years  starting April 16, 2002. The
agreement  automatically  and  continually renews for successive additional five
year  terms  unless  the  Company  is  in default.  The Company has committed to
purchase from SHP $100,000 worth of the device by July 31, 2002.  As of December
31,  2002,  the Company had not purchased $100,000 worth of the device.  SHP has
agreed  to  extend  the  deadline until such time as the $100,000 commitment has
been met.  In addition, the Company has committed to purchase on an annual basis
beginning  July  31,  2002, for five consecutive years, the following amounts of
single  units  of  color  of  the  device:


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

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


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Nail Dazzle (continued)
-----------------------

Year  one                   750,000     units
Year  two                 2,000,000     units
Year  three               2,400,000     units
Year  four                2,880,000     units
Year  five                3,456,000     units


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
---------

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, 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.

IBIZ
----

On  September  6,  2002, the Company entered into an exclusive license agreement
with  IBIZ, Inc. and its principal (collectively, "IBIZ").  IBIZ has granted the
exclusive  right,  subject  to  certain conditions, to market certain automotive
care  and  appearance  products  through  almost  all forms of distribution on a
worldwide basis.  In consideration for the right received, the Company shall pay
a  royalty at varying rates depending on various scenarios starting at $0.50 per
kit.  For  a  certain  period  of  time, IBIZ will also grant to the Company the
option  to  purchase certain assets, including but not limited to, all formulas,
specifications,  technical  drawings, patents, trademarks, copyrights, and trade
secrets  for the sum of $3 million, payable as to $1 million cash and $2 million
by  way  of the issuance of a promissory note with interest at Chase Manhattan's
prime  plus  2%  per  annum,  principal  and  interest  payable  in  quarterly
installments over three years and prepayable in full without penalty or premium.
The  initial  term of the agreement is five years starting September 6, 2002 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 year terms, unless the Company
notifies  IBIZ  at  least  30  days  before  the  end  of the then current term.


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

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


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other  products
---------------

On June 6, 2002, the Company entered into a sales representative agreements with
six  unrelated entities.  Pursuant to the agreements, these entities shall serve
as  the  exclusive  independent  sales  representatives  for the sale of various
products within a specified territory.  In consideration for the services given,
the  Company  shall pay a commission at a rate ranging from 3% to 20% of the net
sales  price.  The  initial  term  of the agreements range from one to two years
starting June 6, 2002.  The agreements shall automatically and continually renew
for successive additional one to two year terms unless either party notifies the
other,  at  least  thirty  days  before  the  end of the then current agreement.

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

On August 10, 2001, the Company entered into an agreement with Tel America Media
Incorporated  ("TAM"),  granting TAM the right to exclusively sell Better Blocks
products  by  way  of  direct response television advertising using infomercials
owned  by the Company for the period of September 30, 2001 to December 29, 2001.
Under  the  agreement,  the  Company  will earn a royalty for each 1000 piece of
Better  Blocks  Kits  sold.  As of December 31, 2002, this agreement is null and
void  and  is  no  longer  of  any  force  or  effect.

On  August  13,  2001,  the  Company  entered into an agreement with Dimensional
Marketing  Concepts,  Inc.  ("DMC"),  granting  DMC  to  act  as  the  exclusive
independent  sales representative to manage the promotion, marketing and sale of
certain  products, as defined in the agreement, into retail channels of trade in
the  United  States  and Puerto Rico.  The former chief executive officer of DMC
served  as  a director of the Company and was appointed president on October 18,
2002.  On  October  28,  2002,  this  contract  was  terminated.  Subsequent  to
year-end,  on  February  14,  2003,  the  individual  resigned  as president and
director  of  the  Company.

For the period from April 1, 2000 through December 31, 2002, the Company did not
maintain  product  liability  insurance  for  all  products  sold.  For  certain
products, the Company is listed as an additional insured party under the product
manufacturers'  insurance  policy.  At  present,  management is not aware of any
claims  against  the  Company  for  any  products  sold.

On September 28, 2002, the Company entered into an operating lease agreement for
office  facilities  from  an unrelated party for approximately $2,100 per month.
The  lease  is scheduled to expire on October 1, 2003. The future minimum rental
commitment  is  $18,900  for  the  year  ending  December  31,  2003.

On  October  15, 2002, the Company entered into an operating lease agreement for
office  facilities  for its international operations from an unrelated party for
approximately  $3,400 per month for the first 12 months and approximately $3,800
per  month  for  the subsequent 24 months.  The term of the lease is three years
commencing  January  1,  2003  and  ending  December  31,  2005.


NOTE  7  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted to $288,656 and $377,362 as of December 31, 2002 and December 31, 2001,
respectively.  Interest  rates charged during these periods ranged from 5.75% to
15.5%.  These  advances  are  included  in  "Due  to  related  parties"  on  the
accompanying  consolidated  balance  sheets.

The  Company  has  received  short-term advances from shareholders, officers and
directors of the Company.  These advances amounted to $71,174 as of December 31,
2002.  These advances bear no interest and are due on demand.  It is anticipated
that  these  advances will be paid within one year.  These advances are included
in  "Due  to  related  parties" on the accompanying consolidated balance sheets.


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

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


NOTE  7  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

The  Company has a note payable to a shareholder in the amount of $590,723.  The
note  is unsecured and bears interest at an annual rate of prime rate plus 1.0%.
The  prime  rate  was  4.25%  and 5.00% as of December 31, 2002 and December 31,
2001,  respectively.  Interest is compounded monthly, principal and interest are
due  November  1,  2004. Principal and accrued interest amounted to $729,588 and
$688,772  as  of  December  31,  2002  and  2001,  respectively.

The  Company has made sales to entities controlled by directors and shareholders
of  the Company.  Sales to these entities amounted to approximately $132,000 and
$636,000  for  the  years  ended  December  31,  2002  and  2001,  respectively.

The  Company  has  made  purchases  from  an  entity  with a common director and
shareholder.  Purchases  from  this entity amounted to approximately $56,000 and
$411,000  for  the  years  ended  December  31, 2002 and 2001, respectively.  In
addition,  as  of  December  31,  2001,  the  Company has a receivable from this
entity,  amounting  to  $10,539  related  to commission income earned on certain
sales.  No  such  receivable  existed  as  of  December  31,  2002.


NOTE  8  -  CAPITAL  STOCK

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


NOTE 9 - CAPITAL TRANSACTIONS

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

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

Between  the  periods  February  12,  2002  to June 21, 2002, the Company issued
234,688  shares  of  its  common  stock  at  $1.50  per  share  for  $352,041.

Between the periods July 1, 2002 to December 31, 2002, the Company issued 50,000
shares  of  its common stock at $1.50 per share for consulting services totaling
$75,000  and  55,000  shares  of its common stock at $1.50 per share for certain
property  and  equipment  totaling  $82,500.

In  December  2002,  the  Company committed 25,000 shares of its common stock at
$1.50  per  share  for  consulting services totaling $37,500.  These shares were
issued  subsequent  to  December  31,  2002.


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

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


NOTE  10  -  BASIC  AND  FULLY  DILUTED  LOSS  PER  SHARE

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

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

<TABLE>
<CAPTION>



For the year ended December 31, 2002:           Loss             Shares          Per-share
---------------------------------------
                                             (Numerator)      (Denominator)        Amount
                                         -------------------  -------------  ------------------
<S>                                      <C>                  <C>            <C>
Basic and fully diluted loss per share
---------------------------------------

Loss available to common shareholders    $         (559,056)     10,445,208  $           (0.05)
                                         ===================  =============  ==================

For the year ended December 31, 2001:           Loss             Shares          Per-share
---------------------------------------
                                            (Numerator)       (Denominator)       Amount
                                         -------------------  -------------  ------------------

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

Loss available to common shareholders    $         (352,783)     10,249,500  $           (0.03)
                                         ===================  =============  ==================
</TABLE>

NOTE 11 - STOCK OPTION PLAN

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

The  following  is  a  summary of stock options granted under the existing stock
option  plan  for  the  years  ended  December  31,  2002  and  2001:

<TABLE>
<CAPTION>

                                        Number of shares
                                 -------------------------------
                                              Non-               Exercise
                                 Employee   Employee     Totals    Price
                                 --------  ----------  ----------  ------
<S>                              <C>       <C>         <C>         <C>
Balance, January 1, 2001                -          -           -

  Granted on September 28, 2001    50,000    230,000     280,000   $ 0.50
  Granted on September 28, 2001   300,000    895,000   1,195,000   $ 2.00
  Cancelled                             -          -           -
                                 --------  ----------  ----------

Balances, December 31, 2001       350,000  1,125,000   1,475,000

  Granted on December 31, 2002          -    685,000     685,000   $ 1.50
  Cancelled                             -   (521,000)   (521,000)
                                 --------  ----------  ----------

Balances, December 31, 2002       350,000  1,289,000   1,639,000
                                 ========  ==========  ==========
</TABLE>


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

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


NOTE  11  -  STOCK  OPTION  PLAN  (CONTINUED)

SFAS  No. 123 requires the Company to provide proforma information regarding net
income and net income per share as if compensation costs for the Company's stock
option  plans  and  other  stock  awards  to  employees,  had been determined in
accordance  with  the  fair  value based method prescribed in SFAS No. 123.  The
Company  estimates the fair value of each stock award at the grant date by using
the  Black-Scholes  option  pricing  model  with  the following weighted average
assumptions  used  for  grants, respectively; dividend yield of zero percent for
all  years;  expected  volatility of 69.0%; risk-free interest rates of 4.0% and
expected  lives of 5 years.  For purposes of pro forma disclosure, the estimated
fair  values  of  the options are amortized to expense over the option's vesting
periods.  Had  compensation  cost  for  the  Company's  stock  options plan been
determined  in accordance with SFAS No. 123, the Company's net loss and net loss
per  share  would  have  been:

<TABLE>
<CAPTION>
                          For the year ended    For the year ended
                          December 31, 2002     December 31, 2001
                         --------------------  --------------------
<S>                      <C>                   <C>
Net loss:
  As reported            $          (559,056)  $          (352,783)
  Pro forma              $          (677,122)  $          (352,783)
Diluted loss per share:
    As reported          $             (0.05)  $             (0.03)
    Pro forma            $             (0.06)  $             (0.03)
</TABLE>


NOTE 12 - INCOME TAXES

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

The  Company  had net operating losses of approximately $1,620,000 related to US
federal, foreign and state jurisdictions through December 31, 2002.  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>
                                    2002                 2001
                             -------------------  -------------------
<S>                          <C>                  <C>
Net operating loss           $          332,000   $          183,000
Basis of investments                  2,430,000            2,431,000
Basis of intangibles                    428,000              428,000
Accumulated amortization                (80,000)             (51,000)
Accumulated depreciation                 (8,000)                   -
State taxes                            (126,000)            (121,000)
                             -------------------  -------------------
  Total deferred tax assets           2,976,000            2,870,000
Valuation allowance                  (2,976,000)          (2,870,000)
                             -------------------  -------------------
  Net deferred tax assets    $                -   $                -
                             ===================  ===================
</TABLE>


                                      F-17
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

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


NOTE 13 - SEGMENT REPORTING

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

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


<TABLE>
<CAPTION>

                             For the year ended December 31, 2002             For the year ended December 31, 2001
                             ------------------------------------             ------------------------------------
                           Domestic     International       Totals         Domestic      International       Totals
                         ------------  ---------------  --------------  --------------  ---------------  --------------
<S>                      <C>           <C>              <C>             <C>             <C>              <C>
Net sales                $    57,748   $    1,569,113   $   1,626,861   $       6,357   $    1,233,328   $   1,239,685
Cost of sales                 22,465          755,629         778,094           4,655          926,332         930,987
                         ------------  ---------------  --------------  --------------  ---------------  --------------
Gross profit                  35,283          813,484         848,767           1,702          306,996         308,698
                         ------------  ---------------  --------------  --------------  ---------------  --------------

Operating expenses:
  Depreciation                   571           15,507          16,078              17            3,372           3,389
  Research and
    development                5,941          161,428         167,369              16            3,251           3,267
  Acquisition costs                -                -               -             150           29,858          30,008
  General and
    administrative            26,676          724,842         751,518           1,959          389,830         391,789
  Selling and
    marketing                  7,176          194,979         202,155             532          105,847         106,379
  Royalties                    5,605          152,294         157,899             207           41,139          41,346
  Rent                        38,603                -          38,603           6,712                -           6,712
                         ------------  ---------------  --------------  --------------  ---------------  --------------
Total operating expense       84,572        1,249,050       1,333,622           9,593          573,297         582,890
                         ------------  ---------------  --------------  --------------  ---------------  --------------

Operating loss           $   (49,289)  $     (435,566)  $    (484,855)  $      (7,891)  $     (266,301)  $    (274,192)
                         ============  ===============  ==============  ==============  ===============  ==============
</TABLE>

NOTE 14 - LIQUIDITY

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
has  experienced  recurring  losses from operations and the Company had negative
cash  flows  from operating activities for the years ended December 31, 2002 and
2001.  In  addition,  the  Company  has  a  working  capital  deficiency  of
approximately $460,000 and an accumulated deficit of approximately $1,100,000 as
of  December  31,  2002.  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 operating losses and working
capital  deficiency.


NOTE  15  -  SUBSEQUENT  EVENT

Subsequent to year-end, 170,000 option shares that were granted on September 28,
2001  were  cancelled.  20,000  of  these option shares had an exercise price of
$.50  and  150,000  options  shares  had  an  exercise  price  of  $2.00.

On  February 11, 2003, Strategic Media Marketing Corp ("SM(2)") was incorporated
in  the Province of British Columbia. SM(2) is a 100% wholly owned subsidiary of
the  Company.


                                      F-18
<PAGE>