SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                   ------------------------------------------
                                  FORM 10-KSB/A
                               AMENDMENT NO. 1 TO


(Mark  one)
[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act
     of 1934
                      For the fiscal year ended   December 31, 2001
                                                ---------------------

                                       OR

[ ]  Transition report under section 13 or 15(d) of the Securities Exchange Act
     of 1934
                   For the transition Period from ________ to ________

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

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

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

             873 NE 77th Street
               Boca Raton, FL                               33487
  (Address of principal executive offices)                (Zip Code)

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

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

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

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


Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been subject to such filing requirements for the past 90 days.
Yes [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:  $  1,239,685
                                                              ----------------

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

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

Documents  Incorporated  by  Reference:  None

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


EXPLANATORY  NOTE:
THIS AMENDMENT TO OUR ANNUAL REPORT ON FORM 10-KSB/A FOR THE YEAR ENDED DECEMBER
31, 2001, INCLUDES THE ADDITION OF A TABLE IN THE EXECUTIVE COMPENSATION SECTION
CONTAINING  INFORMATION  ON  THE  VALUE  OF  OUR  NAMED  EXECECUTIVE  OFFICERS'
UNEXERCISED OPTIONS AT DECEMBER 31, 2001, AND THE ADDITION OF OUR PAST PRESIDENT
IN  THE  SUMMARY  COMPENSATION  TABLE.  WE  HAVE  MADE NO FURTHER CHANGES TO THE
PREVIOUSLY  FILED  FORM  10-KSB.  ALL INFORMATION IN THIS FORM 10-KSB/A IS AS OF
DECEMBER  31,  2001,  AND  DOES NOT REFLECT ANY SUBSEQUENT INFORMATION OR EVENTS
OTHER  THAN  THE  AFOREMENTIONED  CHANGES.



<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.


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

PART III
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . 1

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3



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

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS

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


<TABLE>
<CAPTION>
                                 SUMMARY COMPENSATION TABLE

                                                     LONG TERM COMPENSATION
                                                     ----------------------------------
                  ANNUAL COMPENSATION                AWARDS                     PAYOUTS
                  ---------------------------------  ----------------------------------
                                                                                         ALL
NAME                                     OTHER       RESTRICTED   SECURITIES             OTHER
AND                                      ANNUAL      STOCK        UNDERLYING   LTIP      COMP-
PRINCIPAL                                COMPEN-     AWARD(S)     OPTIONS/     PAYOUTS   ENSATION
POSITION    YEAR  SALARY ($)  BONUS ($)  SATION ($)  ($)          SARS (#)     ($)       ($)
----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------
<S>         <C>   <C>         <C>        <C>         <C>          <C>          <C>       <C>
Kelvin      2001          --         --          --           --          --         --         --
Claney      2000          --         --          --           --          --         --         --
(CEO) (1)   1999          --         --          --           --          --         --         --
----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------
Thomas      2001    1,000.00         --          --           --  170,000 (3)        --         --
Woolsey     2000    4,000.00         --          --           --          --         --         --
(Current    1999          --         --          --           --          --         --         --
President)
(2)
----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------
John        2000          --         --          --           --          --         --         --
Bauska      1999          --         --          --           --          --         --         --
(Past
President)
----------  ----  ----------  ---------  ----------  -----------  -----------  --------  ---------


<FN>
(1)  Mr.  Claney was appointed Chief Executive Officer of International Commercial Television Inc.
on  January  22,  2001.

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

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

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

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


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


The  following  table  provides  information on the value of the named executive
officers'  unexercised  options  at  December  31,  2001.

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

                                                              Number of
                                                             Securities         Value of
                                                             Underlying        Unexercised
                                                             Unexercised      In-the-Money
                                                           Options / SARs    Options / SARs
                                                            At FY-End (#)     at FY-End ($)

                     Shares Acquired                        Exercisable /     Exercisable /
        Name          On Exercise(#)    Value Realized($)   Unexercisable     Unexercisable
-------------------  ----------------  ------------------  ---------------  -----------------
<S>                  <C>               <C>                 <C>              <C>
Kelvin Claney (CEO)                --                  --               --                --
-------------------  ----------------  ------------------  ---------------  -----------------
Thomas Woolsey
(President)                        --                  --     -- / 170,000  --  / $20,000 (1)
<FN>

(1)     Value  of  unexercised in-the-money options determined by reference to offering price
of  $1.50  in  the Company's initial registered offering of its common stock (Commission File
No.  333-70878).
</TABLE>


COMPENSATION  OF  DIRECTORS

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

EMPLOYMENT  CONTRACTS

We have no employment agreements with our executive officers.

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


<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:  5/14/02                       By:  /s/  Kelvin Claney
     ------------------                 ----------------------------------------
                                        Name:  Kelvin Claney
                                        Title: Chief Executive Officer, Director



<PAGE>