UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                    _________________________________________
                                   FORM 10-KSB
(Mark  One)
[X]  Annual  report  under section 13 or 15(d) of the Securities Exchange Act of
     1934
                 For the fiscal year ended   December 31, 2006
                                           ---------------------
                                       OR
[ ]  Transition  report under section 13 or 15(d) of the Securities Exchange Act
     of  1934
                   For the transition Period from           to
                                                  ---------    ---------

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

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

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

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

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

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

                                      None
                                      ----

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

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such filing requirements for the past 90 days.     Yes  [X]  No [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [X]

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

Issuer's  revenues  for  its  most  recent  fiscal  year:   $2,977,074
                                                          --------------

The  aggregate  market  value  of the common stock held by non-affiliates of the
issuer  on  February  15, 2007, based on the average bid and asked price on that
date, being $0.90, was approximately $3,000,000, assuming solely for purposes of
this  calculation  that  all  directors and executive officers of the issuer are
"affiliates."  This  determination  of  affiliate  status  is  not necessarily a
conclusive  determination  for  other  purposes.

On  March 29, 2007, the issuer had 10,693,188 shares of common stock, $0.001 par
value  per  share,  issued  and  outstanding.

Documents  Incorporated  by  Reference:  None

  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [ ]   No [X]


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

                                              INDEX TO
                                    ANNUAL REPORT ON FORM 10-KSB
                                FOR THE YEAR ENDED DECEMBER 31, 2006

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

PART II
Item 5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . .    13
Item 6.   Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . .    14
Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
Item 8.   Changes In and Disagreements With Accountants on Accounting and Financial Disclosure    21
Item 8A   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
Item 8B   Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21

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
              and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . .    24
Item 12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . .    26
Item 13.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
Item 14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . .    27

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28

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


<PAGE>
                                     PART I

FORWARD-LOOKING  STATEMENTS

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

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

OVERVIEW

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

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

Our  international  division  has been our primary revenue source for the fiscal
years ended December 31, 2006 and 2005.  Almost 59% of our product sales for the
year ended December 31, 2006, were generated from products sold internationally,
as  compared  to  67% for the same period in 2005.  In 2001 our focus shifted to
the international market for several reasons.  First, we perceived a high demand
for  infomercial  products  in the international market.  Second, our management
has  relationships  with  several  international  infomercial  operators, and we
believed  we  could  use  those  relationships to our advantage, especially when
marketing  our  own products.  Finally, many of our infomercials for our primary
products  are  awaiting  editing  for  either  rollout or testing, and the funds
required for production will come from additional financing or cash flow. During
2006,  however,  we  began our domestic marketing campaign, with plans to devote
more  time  and resources in developing our strategies to focus on the lucrative
US market. Although we plan to continue to devote attention to and to expand our
international  operations,  we  expect  the  vast majority of our revenue in the
future  to  come  from  domestic  sales.

In  addition  to  products  that  we own or have the exclusive license to market
(which  we  refer  to  as  "our  products" or "our own products"), we act as the
international distributor for products owned by third parties (which we refer to
as  "third-party  products").  For third-party products, we locate international
infomercial  operators  to  sell the product, and we receive either a royalty or
the  difference  between  the  price  at  which  we  sell  the  product  to  the
international  infomercial  operator  and  the  price  at  which  we acquire the
product.  In  most  instances,  there  are  previously  existing


                                        1
<PAGE>
infomercials for the third-party products.  For the year ended December 31,2006,
we  generated  no  revenue  from third-party products as compared to 1 % for the
year  ended  December  31,  2005.

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

CORPORATE  HISTORY

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

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

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

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

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

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

INDUSTRY  OVERVIEW

In  1984 the Federal Communications Commission (FCC) repealed its limitations on
advertising  minutes  per  hour, which permitted the sale of 30-minute blocks of
television  advertising  and  the  birth  of the infomercial industry.  Prior to
1984,  it  was virtually impossible to produce a television infomercial, because
the  maximum  allowable  minutes  of  commercial  messages  per hour was only 16
minutes under FCC standards.  By the 1980s, the cable television industry was no
longer  regulated,  which  resulted in a rapid abundance of cable channels.  The
increase  in  cable  channels  meant  there  was more available media time.  The
producers  of  infomercials  capitalized  on  this by purchasing media time from
cable  channels  to  air  their  infomercials.  The  infomercials  combined  the
concepts of retail marketing and direct response marketing into a talk-show-type
format.  In the 1980s, increased attention from the Federal Trade Commission, as
well  as  from  federal  and  state  consumer  protection  agencies, led to more
stringent  regulation  of  the  industry  and  the  development  of the National
Infomercial  Marketing Association (now the Electronic Retailing Association) as
a  self-regulatory  organization.  Infomercials  and home shopping channels soon
became  a  widely  accepted  manner  by  which  to  obtain information regarding
products  and services and to purchase products and services from home.  As time
has progressed, the infomercial industry has grown steadily to include a greater
variety  and  quantity  of  products  marketed  through  infomercials.


                                        2
<PAGE>
MARKET  OPPORTUNITY

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

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

The  most  comprehensive and current review of the direct response market is the
Economic  Impact  analysis published by the Direct Marketing Association ('DMA')
[September  2006  US  Direct  Marketing Today: Economic Impact, Direct Marketing
Association].

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

     -    Marketers  in  2006  spent  an  estimated  $165.4  billion  for direct
          marketing  promotions  which will, in turn, generate an estimated $1.9
          trillion  in  US  sales

     -    Direct  marketing  Return  on  Investment  is  high.  For  2006  an
          investment  of  $1  in  direct  marketing  returned  $12.53 revenue on
          average.

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

     -    Direct  response  television  (DRTV)  advertising  has  pulled  down
          about  $152.3  billion  in  sales  in  2006

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

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

According to Plunkett Research Ltd, based upon its own research, the total value
of U.S. retail sales for the year 2005 was $4.16 trillion.  Census data from the
U.S Census Bureau provides that retail sales of automotive parts and accessories
(including  tire  stores)  amounted  to  $882  billion; sales of electronics and
household appliances amounted to $94.5 billion; and sales of health and personal
care  products  amounted  to $205 billion.  These figures represent the value of
goods  purchased  in  retail  stores  under  each  category  and  do not include
electronic  shopping  or  mail  order  shopping.

THE  ICTV  SOLUTION

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


                                        3
<PAGE>
OUR  PROPOSED  BRANDS  AND  CURRENT  PRODUCTS

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

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

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

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

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

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

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

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

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

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

     -    Easily and effectively promoted through sustained television branding;

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

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


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

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

     -    Must  be  relatively  easy  to  ship.

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

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

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

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

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

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

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

For  the  years  ended  December  31,  2006 and 2005, we generated approximately
$1,640,000  and $1,500,000 in revenue from international sales of Derma Wand(TM)
and $1,176,975 and $0 from domestic sales of Derma Wand(TM). The price consumers
pay  for  Derma  Wand(TM)  varies from country to country, however, it generally
ranges  from  approximately  $100-$120.

The  Derma  Wand  and  associated  DermaVital  skin  care products are long-term
continuity  products.  The show has now begun  airing in the U.S. market, and as
we  expected  the  corresponding  Internet  sales  have  increased.

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

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

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

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


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

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

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

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

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

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

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

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

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

Our  marketing  efforts  to date with regard to Smart Stacks(TM) have focused on
the  international  market.

Other
-----

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

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

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


                                        6
<PAGE>
THIRD-PARTY  PRODUCTS

We  also  have  the  rights  to  sell  the  following third-party products, both
domestically  and  internationally: Ab Away, Aussie Nads, Cybersonic(TM), Mojave
Sunglasses,  Perfect  Pancake  and  Sofabed.  Our  rights  to  these third-party
products are in the form of informal licenses from the owners of the products to
act  as  the  international  distributor.  As  the international distributor, we
locate  international  infomercial  operators  to  air  the infomercials, and we
receive  either  royalties  from  the  sales  of  the products or the difference
between  the price at which we sell the product to the international infomercial
operator  and  the  price  at  which  we acquire the product.  None of our total
revenue  for  the year ended December 31, 2006 came from the sale of third-party
products,  compared  to  1%  for  the  year  ended  December  31,  2005.

MARKETING,  SALES,  PRODUCTION  AND  DISTRIBUTION

We  use  infomercials  to  build  brand  awareness  and  identity.

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

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

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

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

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

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

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


                                        7
<PAGE>
INFOMERCIAL  PRODUCTION

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

MEDIA  TESTING

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

PRODUCT  ROLLOUT

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

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

INTERNATIONAL  SALES

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

For the year ended December 31, 2006, international product sales contributed to
about  59% of our revenue as compared to 67% for the previous year.  Although we
do  not  expect  international  sales to be our primary source of revenue in the
future, we do expect to continue to devote attention to the international market
and  to have our infomercials aired internationally on a daily basis to millions
of  people  through  our  strategic  alliances  that  we  have


                                        8
<PAGE>
and  will  continue to develop throughout the world.  We are working to leverage
our  line  of  products that we market internationally and test which shows sell
best  in  each  country  and  region.

TRADITIONAL  RETAIL  SALES

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

We are currently working toward creating the infrastructure that we will need in
order  to  take  our  brands and products to the traditional retail environment.

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

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

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

OTHER  DIRECT  RESPONSE  SALES  METHODS

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

CUSTOMER  SERVICE

We  seek  to  provide our customers with quality customer service.  We generally
offer  an  unconditional  30-day  money  back return policy to purchasers of our
products.  Our policy is to investigate the cause of returns if returns begin to
undermine our expectations for a product's profitability.  We have not performed
any  such  investigations because our return ratios have been acceptable, in the
range  of  11  to  17  percent.

COMPETITION

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

We  expect that we will face additional competition from new market entrants and
current  competitors as they expand their direct marketing business models.  The
barriers to entry in the infomercial industry are fairly low, but there are many
difficult hurdles for young entrants to overcome if they are to be successful in
the  long-term.  To  be  competitive,  we  believe  we must respond promptly and
effectively  to  the  challenges of technological change, evolving standards and
our  competitors'  innovations.  We must also source successful products, create
brand


                                        9
<PAGE>
awareness  and  utilize  good  sales  pitches for our products.  We believe that
although we have a limited operating history, we are strategically positioned to
compete  because  of our management's experience and strong relationships in the
industry.  In  addition,  we  feel that associating our products with particular
brands  and  focusing on the traditional retail environment, as we intend to do,
will  give us a competitive advantage over traditional infomercial companies who
fail to capitalize on the consumer awareness they create via their infomercials.

INTELLECTUAL  PROPERTY

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

     -     TRADEMARKS

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

     -     PATENTS

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

     -     COPYRIGHTS

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

     -     REGISTERED  DESIGNS

We  have registered designs for BetterBlocks(TM) in several countries throughout
the  world.

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

ROYALTY  AGREEMENTS

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

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

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


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

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

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

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

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

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

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

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

SprintR
-------

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

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

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

IBIZ
----

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

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


                                       11
<PAGE>
GOVERNMENTAL  REGULATION

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

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

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

EMPLOYEES

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

RESEARCH  AND  DEVELOPMENT

Our  research  and  development  costs have consisted of efforts to discover and
develop  new  products  and  the  testing  and  development  of  direct-response
advertising  related  to  these  products.  In 2003 we started production on our
TwinTech(TM)  infomercial.  Under  an  arrangement  made with a shareholder, the
shareholder  agreed to pay the entire infomercial production fee in return for a
per  kit  royalty.  In  March  2005, we terminated our relationship with Chevron
Oronite  Company  LLC ("COC").  In exchange for a buyout of $800,000 US from COC
we  have surrendered our rights to advertise, promote, market, sell or otherwise
distribute  TwinTech(TM).  As  a  result, we agreed to repay the production cost
for  the  infomercial  to the shareholder out of the proceeds received from COC.

AVAILABLE  INFORMATION  AND  REPORTS  TO  STOCKHOLDERS

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


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

PROPERTIES

Our  executive  offices  are  located  in  Bainbridge Island, Washington and are
provided  to the Company at a rate of $350 per month by Kelvin Claney, President
of  the  Company.  In  addition,  we  rent an office in North Vancouver, British
Columbia  for  our  international  operations,  where  we  have  entered  into a
three-year  lease commencing January 1, 2006 for approximately $2,400 per month.


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


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

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


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

No  matters  were  submitted to the Company's shareholders during the year ended
December  31,  2006.


                                     PART II


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

MARKET  FOR  COMMON  EQUITY

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

<TABLE>
<CAPTION>
------------------------------------------------------------------
Quarter ended       High    Low     Quarter ended     High    Low
------------------  -----  -----  ------------------  -----  -----
<S>                 <C>    <C>    <C>                 <C>    <C>
                      $      $                          $      $
------------------  -----  -----  ------------------  -----  -----
December 31, 2006    1.00   0.94  December 31, 2005    0.73   0.68
------------------  -----  -----  ------------------  -----  -----
September 30, 2006   0.70   0.70  September 30, 2005   0.45   0.44
------------------  -----  -----  ------------------  -----  -----
June 30, 2006        0.75   0.60  June 30, 2005        0.31   0.31
------------------  -----  -----  ------------------  -----  -----
March 31, 2006       1.25   1.09  March 31, 2005       0.65   0.65
------------------------------------------------------------------
</TABLE>

HOLDERS

As  of March 29, 2007, there were 10,693,188 shares of common stock outstanding,
held  by  approximately  317  shareholders  of  record.

DIVIDENDS

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

RECENT  SALES  OF  UNREGISTERED  SECURITIES

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


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

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

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

On May 31, 2004, the Company granted options to purchase up to 300,000 shares of
our  common stock to consultants under our Stock Option Plan at $0.35 per share.
The  offer  and  sale of the options was exempt from registration under Rule 701
under  the  Act.  If Rule 701 under the Act is not available as an exemption, we
believe  the  offer  and  sale  of  the  options  was  exempt  under Rule 506 of
Regulation  D  under  the  Act and Section 4(2) under the Act.  In addition, the
offer  and  sale  of 300,000 options granted with an exercise price of $0.35 per
share  were  also  exempt  under  Regulation S under the Act, due to the foreign
nationality  of  the  relevant  purchasers.

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

On  November  8,  2005,  the  Company  granted options to purchase up to 160,000
shares  of our common stock to a consultant under our Stock Option Plan at $0.36
per share.  The offer and sale of the options was exempt from registration under
Rule  701  under  the  Act.  If  Rule  701  under the Act is not available as an
exemption,  we  believe  the offer and sale of the options was exempt under Rule
506  of Regulation D under the Act and Section 4(2) under the Act.  In addition,
the  offer  and  sale of 160,000 options granted with an exercise price of $0.36
per  share were also exempt under Regulation S under the Act, due to the foreign
nationality  of  the  relevant  purchasers.

During  the  year ended December 31, 2006, 8,000 options were exercised at $0.50
per  share,  for a total of $4,000. 50,000 shares were also issued from treasury
as compensation for services rendered by a consultant; the shares were valued at
$1.05  per  share the market value of the shares on the date of the transaction.


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

The  following  discussion  should  be read in conjunction with the consolidated
financial statements in Item 7.  Certain statements contained in this report may
constitute  forward-looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995.  Because such statements include risks
and  uncertainties, actual results may differ materially from those expressed or
implied  by  such  forward-looking  statements.  Factors  that  could  cause  or
contribute  to  such differences include those discussed in the "Outlook: Issues
and  Uncertainties"  section  of  this  Form  10-KSB.

OVERVIEW

ICTV  was incorporated as Moran Dome Exploration, Inc. on June 25, 1998.  We had
limited  operations and assets until April 2000, when we entered into and closed
a  Share  and Option Purchase Agreement with Kelvin Claney, Robin Jan Claney and
William Ainslie Reece, in their capacity as trustees of The Better Blocks Trust.
When  the  share  and  option  purchase  agreement  with The Better Blocks Trust
closed,  we  began  our  operations  as  an infomercial company selling products
directly  to  consumers  via  long-form  and  short-form  infomercials,  both
domestically  and  internationally.  We  market products that we own or have the
exclusive  license  to  market  (which we refer to as "our products" or "our own
products"),  and  we  also  act  as  the international marketing distributor for
products  owned  by third parties (which we refer to as "third-party products").
As the international marketing distributor for the third-party products, we take
previously existing infomercials for third- party products, locate international
infomercial  operators to sell the products featured in the infomercials, and we
receive  either  a  royalty


                                       14
<PAGE>
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  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,  2006  with  the  fiscal  year  ended  December  31,  2005.

Revenues

Net  sales  increased  to  approximately  $2,970,000  in 2006 from approximately
$2,415,000  in  2005,  an  increase  of  $555,000,  or  23%. For our infomercial
products,  in  2006,  we began our domestic marketing campaign in the U.S. while
still  maintaining  our relationship with the international market. In 2006, 55%
of  our  revenue came from our international sales compared to 100% in 2005, and
45%  of  our revenue were generated by our domestic sales as compared to nothing
in  2005.   The  product  that  provided  all of our revenue in 2006 was our own
product,  Derma  Wand(TM)  . 100% of net sales were generated by the sale of our
own  products  in  2006,  all  of which was attributed to the Derma Wand(TM), as
compared  to  67%  in 2005.  The remaining 33% of net sales in 2005 was from the
$800,000 US sale of Twin Tech(TM) and $117,000 US sales of third party products.

Derma  Wand(TM)  sales  reached  a new high in 2006 and with stronger acceptance
both  domestically  and  internationally; we expect sales to continue to grow in
2007.

Gross  Margin

Gross  margin  percentage  increased  to  approximately  59%  in  2006  from
approximately  54%  in  2005.  The  increase  in  gross  margin  percentage  was
primarily  due  to  the  fact that we received all of our total revenues in 2006
from the sales of our own Derma Wand(TM) product where we generally have a lower
cost of sales than we do for other products.  In 2006, we received approximately
$1,767,000  in  gross  margin  for  Derma  Wand(TM),  compared  to approximately
$790,000  in  2005.


                                       15
<PAGE>
Operating  Expenses

Total  operating expenses increased to approximately $1,408,000 in 2006, up from
approximately  $890,000  in 2005, an increase of $518,000, or 58%.  Management's
efforts  to  increase  operations  and  sales of Derma Wand(TM) over the past 12
months  are  one  of  the  reasons  for the increase in operating expenses.  The
majority of operating expenses , approximately $698,000, can be attributed to an
increase  in  media  costs  and  fulfillment  costs associated with the domestic
marketing  campaign  of  our  Derma  Wand(TM)  product.

Net  Income

Over  the  past two fiscal years, we have managed to achieve profitability on an
annualized  basis.  Our  net income of over $343,000 for the year ended December
31,  2006  follows  up  a  2005 net income of over $407,000.  Although we expect
continued strong sales from our Derma Wand product over the next fiscal year, we
anticipate  that  until  a follow-up financing is completed, we will continue to
operate  at  or  near  break-even,  as  we reinvest all available funds into new
products.  Market  acceptance  of  the  products  we  launch  will  also  be  a
determining  factor as to whether we will continue to operate profitably or at a
loss.

Stock  Options

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

Upon  adoption  of SFAS No. 123R, we began recognizing the cost of stock options
using the modified prospective application method whereby the cost of new awards
and  awards modified, repurchased or cancelled after the required effective date
and  the portion of awards for which the requisite service has not been rendered
(unvested  awards)  that are outstanding as of the required effective date shall
be  recognized  as  the  requisite  service is rendered on or after the required
effective  date.  SFAS  No.  123R  became  effective  on  January  1,  2006.

PLAN  OF  OPERATION;  LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2006,  we had approximately $385,000 in the bank, compared to
approximately $21,000 at December 31, 2005. We generated positive cash flow from
operations  of  approximately $537,000 in 2006, compared to a negative cash flow
from  operations of approximately $30,000 in 2005. Increases in accounts payable
and  accrued  liabilities of approximately $476,000 and expenses of $52,500 paid
through  the  issuance  of  common  stock  added  to  the  income (approximately
$416,000)  and  offset  the  increase  in  receivables,  inventories and prepaid
expenses  (approximately  $361,000)  in  2006.  In  2005,  decreases in accounts
payable  and  accrued  liabilities  of approximately $323,000 offset much of the
income  (approximately  $408,000)  and  increase  in  receivables (approximately
$160,000).

The  Company  has  a note payable to The Better Blocks Trust ("BB Trust") in the
amount  of  approximately  $591,000.  In 2003, the BB Trust agreed to forego all
interest  owed  in  connection  with this note and the Company and BB Trust have
amended the promissory note to reflect this.  A gain of $148,483 was recorded in
connection  with the amount of accrued interest forgiven on the note. As we have
been  legally  released  as  the  primary  obligor  under  the  accrued interest
liability, such liability has been extinguished based on paragraph 16(b) of SFAS
140.  As  such,  the  forgiveness of interest represents the extinguishment of a
liability  between  related entities, as contemplated by footnote 1 to paragraph
20  of APB 26. Thus we have revised our accounting treatment of this transaction
and  have  now  classified  it  as  a  capital  transaction.


                                       16
<PAGE>
The  Company  has  granted  1,195,000 stock options; 900,000 at $0.35, 80,000 at
$0.50,  35,000  at  $1.50,  20,000  at  $2.00, and 160,000 at $0.36.  All option
grants  vest  over a five-year period.  To date, a total of 34,000 stock options
have  been  exercised  at  $0.50  for  $17,000.  If  the  optionees exercise the
remainder  of  these  options as they vest, we will receive $488,100 in capital.
We  estimate that the $0.50 options granted on September 28, 2001 will result in
non-cash  compensation  expense  of approximately $32,000 that we will recognize
over the next two years as services are rendered by the optionees.  This assumes
an  estimated  fair value of $1.50 per share, based on the price of our offering
of  $1.50 per share at the time. In 2005 we recorded stock-based compensation of
$29,880  in  connection  with options granted on November 8, 2005 and in 2004 we
recorded  stock-based compensation of $14,637 in connection with options granted
on  May  31,  2004.

The  Company  has experienced a net income from operations and has positive cash
flows  from  operating  activities  for  the  year ended December 31, 2006.  The
Company  has  a  working  capital  of  approximately  $97,000 and an accumulated
deficit of approximately $943,000 as of December 31, 2006.  Despite the last two
fiscal  years  of  net  income,  our  need  for  additional  capital  to sustain
operations  has  led  to  the  "going concern" opinion issued by our independent
auditors.  In  an effort to reach profitability and become less dependent on the
requirement  to  finance  continuing  operations,  we  are  working  to increase
revenues  and  profit  margins by continuing the trend of generating revenues by
selling  our own products where our margins are much higher than our third-party
products.  Furthermore, we are actively pursuing additional financing so that we
may  produce  two long-form infomercials and one short-form infomercial over the
course  of  the  next  twelve  months.  We  have  no  binding  commitments  or
arrangements  for  additional  financing,  and  there  is  no assurance that our
management  will  be able to obtain any additional financing on terms acceptable
to  us,  if  at  all.

OFF-BALANCE  SHEET  ARRANGEMENTS

We  do  not  have  any  off-balance  sheet  arrangements.

OUTLOOK:  ISSUES  AND  UNCERTAINTIES

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

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

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

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

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

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

Our  business involves a number of risks inherent in operating a direct response
television  business.  The production of infomercials and purchase of media time
for  television  involves  significant  advance  expenditures.  A  short-form
infomercial  generally costs around $15,000-$18,000 to produce, while production
costs  for  a  long-form  infomercial


                                       17
<PAGE>
are  generally around $120,000-$180,000.  We are dependent on the success of the
infomercials we produce and the public's continued acceptance of infomercials in
general.  If  our infomercials do not generate consumer support and create brand
awareness  and  we  cannot  recover the initial money we spend on production and
media  time,  we  will not be able to recoup the advance expenditures and may go
out  of  business  if  new  products  and  additional capital are not available.

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

We  are  dependent  on  the  talent  and  resources  of  our  key executives and
employees.  In particular, the success of our business depends to a great extent
on  Kelvin Claney, our President and Chief Executive Officer and a member of our
Board  of  Directors.  Mr.  Claney  has  extensive experience in the infomercial
industry,  and his services are critical to our success.  The market for persons
with  experience in the direct response television industry is very competitive,
and there can be no guarantee that we will be able to retain the services of Mr.
Claney.  We  do  not  have  an  employment  agreement  with Mr. Claney, and as a
result,  there is no assurance that he will continue to stay with our Company in
the  future.  We  have not obtained key man insurance with respect to Mr. Claney
or  any  of  our executive officers.  The loss of Mr. Claney may prevent us from
implementing  our  business plan, which may limit our profitability and decrease
the  value  of  your  stock.

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

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

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

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

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

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

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

Our  securities  are subject to the Securities and Exchange Commission rule that
imposes  special  sales practice requirements upon broker-dealers that sell such
securities  to  other  than  established customers or accredited investors.  For
purposes of the rule, the phrase "accredited investors" means, in general terms,
institutions  with


                                       18
<PAGE>
assets  exceeding  $5,000,000  or  individuals  having  a net worth in excess of
$1,000,000  or  having an annual income that exceeds $200,000 (or that, combined
with  a  spouse's  income,  exceeds  $300,000).  For transactions covered by the
rule,  the  broker-dealer  must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale.  Consequently, the rule may affect the ability of purchasers of our
securities  to  buy  or  sell  in  any  market  that  may  develop.

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

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

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

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

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

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

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

Any  additional issuances of common stock by us from 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, 89,306,812
shares,  or  approximately 89%, remain unissued.  The board of directors has the
power to issue such shares without shareholder approval.  None of our 20,000,000
authorized  preferred  shares  are  issued.  We fully intend to issue additional
common shares or preferred shares in order to raise capital to fund our business
operations  and  growth  objectives.

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

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

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

Our  executive  officers  and  directors own or exercise full or partial control
over  approximately  70%  of  our  outstanding common stock.  As a result, other
investors  in  our  common  stock  may  not  have  much  influence  on corporate
decision-making.  In  addition,  the  concentration  of  control over our common
stock  in the executive officers and directors could prevent a change in control
of  ICTV.


                                       19
<PAGE>
OUR  BOARD  OF  DIRECTORS  IS  STAGGERED,  WHICH  MAKES  IT MORE DIFFICULT FOR A
--------------------------------------------------------------------------------
STOCKHOLDER  TO  ACQUIRE  CONTROL  OF  THE  COMPANY.
----------------------------------------------------

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

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

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

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

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

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

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


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

Financial  statements  are  set  forth  on  pages  F-1  through  F-19.


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

None.


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

The  Company  maintains  disclosure controls and procedures that are designed to
ensure  that  information required to be disclosed in the Company's Exchange Act
reports  is  recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to  the  Company's  management, including its Chief Executive
Officer  and  its  Chief  Financial  Officer,  to  allow  timely


                                       20
<PAGE>
decisions  regarding  required  disclosure  based  closely  on the definition of
"disclosure  controls  and  procedures"  in  Rule  13a-15(e)  and  15d-15(e)

As  of  December  31,  2006,  the  Company  carried out an evaluation, under the
supervision  and within the participation of the Company's management, including
the  Company's  Chief  Executive  Officer  and  Chief  Financial Officer, of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures.  Based  on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures  were  effective.

There  has  been  no  change  in  the Company's internal controls over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal year
that  has  materially affected, or is reasonably likely to materially affect our
internal  control  over  financial  reporting.


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

None.


                                       21
<PAGE>
                                    PART III

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

The  following  table sets forth the name, age and position of each director and
executive  officer  of  ICTV:

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------
     NAME              AGE  POSITION
     ----------------  ---  ----------------------------------------------------------
<S>                    <C>  <C>
     Kelvin Claney      57  President, Chief Executive Officer, Secretary and Director
     ----------------  ---  ----------------------------------------------------------
     Karl Redekopp      36  Chief Financial Officer
     ----------------  ---  ----------------------------------------------------------
     William R. Flohr   44  Director
     ---------------------------------------------------------------------------------
</TABLE>

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

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

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

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

KELVIN  CLANEY  -  PRESIDENT  AND  CHIEF  EXECUTIVE OFFICER, SECRETARY, DIRECTOR

Mr.  Claney  began working in the United States direct response business in 1989
as  an  independent  contractor  to  National  Media  Corp.,  where he produced,
sourced,  and  executive-produced  various  infomercial projects, including Euro
Painter,  HP9000, Auri polymer sealant and Color Cote 2000(TM), Dustmaster 2000,
LeSnack,  Iron  Quick and Fatfree Express.  Since 1992, Mr. Claney has served as
President  of  R.J.M.  Ventures,  Inc.,  a  television direct response marketing
company,  where  he  was responsible for such things as identifying projects the
Company  wants  to become involved in, selecting production companies to produce
infomercials  and  selecting  media  times  to  promote  the  infomercials.  The
creation  of  the  Smart 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.

KARL  REDEKOPP  -  CHIEF  FINANCIAL  OFFICER

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

Karl Redekopp has over 15 years experience in the areas of corporate finance and
the  financial  administration  of public companies.  He began working in public
practice  in  1992  specializing  in  accounting  and  auditing for a variety of
different  types  of  corporations.  In November 1997 Mr. Redekopp began working
for the Loewen Group Inc. as a senior Accounting Manager; a position in which he
utilized  his  knowledge  and  experience  to  help streamline certain financial
control  procedures  and  practices.  In  1999  he  accepted  a  position  with
inTRAVELnet.com  inc.,  a public company listed on the OTC-BB, as controller. In
2000 he was appointed chief financial officer of the company; as chief financial
officer,  Mr. Redekopp was responsible for all matters relating to the financial
administration  of  a  public  company, including compliance, auditing, control,
treasury  and  compensation.

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


                                       22
<PAGE>
Mr.  Redekopp  is  qualified  as  a certified general accountant (CGA) and has a
background  in  corporate  finance,  business  and  administration.

WILLIAM  R.  FLOHR  -  DIRECTOR

Mr.  Flohr  presently  owns  Info  Marketing Group Inc., a vertically integrated
infomercial  company,  where he has served as President since 1991.  In 1989, he
co-created  an infomercial series called "Amazing Discoveries".  From 1989-1991,
Mr. Flohr was a co-owner of Positive Response Television, Inc.  In the two years
he  was  with  Positive  Response  Television,  Inc.,  he  produced  over thirty
infomercials.  From  1982  to  1988,  Mr. Flohr was a Senior TV Producer for the
American  Broadcasting Company Television Network (ABC), where he produced "Live
with Regis and Kathie Lee" and "Geraldo" television talk shows.  Since 2000, Mr.
Flohr  has served as a Director of Amden Corp., a developer and marketer of oral
care  products, including 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.  To  the best of the Company's knowledge, the Company's
directors  and executive officers timely filed all required reports with the SEC
during  the  year  ended  December  31,  2006.

AUDIT  COMMITTEE  AND  CODE  OF  ETHICS

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


                                       23
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS

The  following  table  sets  forth  all compensation paid or earned for services
rendered  to  ICTV  in  all capacities during the years ended December 31, 2006,
2005  and  2004,  by  our  chief  executive  officer  and  president (the "Named
Officers").  No  executive officer received total annual salary, bonus and other
compensation  in  excess of $100,000 in those periods.  No options or SAR grants
were made to the Named Officers in 2006, nor were any options or SAR's exercised
by  the  Named  Officers  in  2006.

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE

                                                                LONG TERM COMPENSATION
                                                          -----------------------------------
                              ANNUAL COMPENSATION                  AWARDS            PAYOUTS
                       ---------------------------------  ------------------------  ---------
NAME                                          OTHER       RESTRICTED   SECURITIES              ALL OTHER
AND                                           ANNUAL      STOCK        UNDERLYING   LTIP       COMP-
PRINCIPAL                                     COMPEN-     AWARD(S)     OPTIONS/     PAYOUTS    ENSATION
POSITION         YEAR  SALARY ($)  BONUS ($)  SATION ($)  ($)          SARS (#)     ($)        ($)
---------------  ----  ----------  ---------  ----------  -----------  -----------  ---------  ----------
<S>              <C>   <C>         <C>        <C>         <C>          <C>          <C>        <C>
Kelvin Claney    2006      72,000     nil         nil         nil          nil         nil         nil
(President and   2005      72,000     nil         nil         nil          nil         nil         nil
CEO)             2004      72,000     nil         nil         nil          nil         nil         nil
---------------------------------------------------------------------------------------------------------
</TABLE>

COMPENSATION  OF  DIRECTORS

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

EMPLOYMENT  CONTRACTS

We  have  no  employment  agreements  with  our  executive  officer.

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


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

The  following table sets forth, as of February 16, 2007, our outstanding common
stock owned of record or beneficially by (1) each person who owned of record, or
was  known by us to own beneficially, more than 5% of our common stock, (2) each
executive  officer, (3) each director and (4) the shareholdings of all executive
officers  and  directors as a group.  As of February 16, 2007, we had 10,693,188
shares  of  common  stock  issued  and  outstanding.

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------
                                                                     NUMBER OF    PERCENTAGE OF
     NAME                                                           SHARES OWNED   SHARES OWNED
     -------------------------------------------------------------  ------------  --------------
<S>                                                                 <C>           <C>
     Kelvin Claney, President and Chief Executive Officer, Member
     of the Board of Directors (1)                                     6,598,826           56.8%
     -------------------------------------------------------------  ------------  --------------
     The Better Blocks Trust, declared January 1, 1994 (2)             6,578,826           56.8%
     -------------------------------------------------------------  ------------  --------------
     William Flohr, Member of the Board of Directors (3)                  80,000            0.7%
     -------------------------------------------------------------  ------------  --------------
     ALL EXECUTIVE OFFICERS AND DIRECTORS AS A
     GROUP - 3 INDIVIDUALS (4)                                         6,678,826           57.8%
     -------------------------------------------------------------------------------------------
</TABLE>

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


                                       24
<PAGE>
(1)  Includes  6,078,826  shares  owned by The Better Blocks Trust, of which Mr.
     Claney  is  a  joint  trustee  and  500,000  options  that  are  currently
     exercisable  by  The  Better  Blocks Trust. Mr. Claney disclaims beneficial
     ownership  of  the  shares  and  options  owned or controlled by The Better
     Blocks  Trust  beyond  the  extent  of his pecuniary interest. Mr. Claney's
     business  address  is 10245 Sunrise Place NE, Bainbridge Island, Washington
     98110.
(2)  Includes  500,000  options  that  are  currently  exercisable by The Better
     Blocks  Trust.  The  address  for  The  Better  Blocks  Trust is Level 4, 9
     High  Street,  Auckland  New  Zealand,  c/o William Ainslee Reece, Trustee,
     Reece  &  Co.
(3)  Mr.  Flohr's  business address is 355 22nd Street, Santa Monica, California
     90402.
(4)  Includes  500,000  options  that  are  currently  exercisable by The Better
     Blocks  Trust.

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


                                       25
<PAGE>
EQUITY  COMPENSATION  PLAN  INFORMATION

The  following table sets forth information regarding our 2001 Stock Option Plan
as  of  the  year  ended  December  31,  2006:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                        (A)                       (B)                          (C)
--------------------------  ---------------------------  ----------------------  -------------------------------
                                                                                 NUMBER OF SECURITIES REMAINING
                            NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE      AVAILABLE FOR FUTURE ISSUANCE
                              ISSUED UPON EXERCISE OF      EXERCISE PRICE OF        UNDER EQUITY COMPENSATION
                               OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     PLANS (EXCLUDING SECURITIES
PLAN CATEGORY                   WARRANTS AND RIGHTS       WARRANTS AND RIGHTS       REFLECTED IN COLUMN (A))
--------------------------  ---------------------------  ----------------------  -------------------------------
<S>                         <C>                          <C>                     <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY                 1,195,000                  $0.43                       1,805,000
HOLDERS(1)
--------------------------  ---------------------------  ----------------------  -------------------------------
EQUITY COMPENSATION PLANS
NOT APPROVED BY SECURITY                n/a                       n/a                          n/a
HOLDERS
--------------------------  ---------------------------  ----------------------  -------------------------------
TOTAL                                1,195,000                  $0.43                       1,805,000
----------------------------------------------------------------------------------------------------------------
</TABLE>

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

In  connection  with the Share and Option Purchase Agreement with the Trustee of
The  Better  Blocks  Trust,  we  purchased  all  of  the  equity  interest  in
Windowshoppc.com  Limited  and R.J.M. Ventures, an option to purchase all of the
equity  in  Better  Blocks  International  Limited,  and a license to all of the
assets  owned  by Better Blocks International Limited.  The purchase price under
the agreement was 8,000,000 shares of our common stock and a $590,723 promissory
note.  The  option exercise price under the agreement is the issuance of another
500,000  shares  of  our  common  stock.  The  option has an initial term of ten
years.  During  the first five years of the term, the option may be exercised by
the  mutual  agreement of the Trustee of The Better Blocks Trust and us.  At the
end  of  the  first  five  years  and  each year after the first five years, the
Trustee  of  The  Better  Blocks  Trust may extend the term of the option by one
year,  and the option may be exercised by the mutual agreement of the Trustee of
The Better Blocks Trust and us.  Once less than five years remain in the term of
the option, we may exercise the option in our sole discretion.  We may terminate
the  option  term  at  any  time  in  our  sole  discretion.


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

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

We  have  received  short-term  advances  from  Kelvin  Claney.  The outstanding
balance  of  the advances received from Mr. Claney was approximately $222,000 as
of  December 31, 2006, and approximately $463,000 as of December 31, 2005. These
advances  are  non-interest  bearing  and  without  specific terms of repayment.

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

The Company's executive offices in Bainbridge Island, Washington, are provided
to the Company at a charge of $350 per month by Kelvin Claney, President of the
Company.


                                       26
<PAGE>
ITEM  13.  EXHIBITS
-------------------

EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number   Description
-------  ----------------------------------------------------------------
<S>      <C>
*31.1    Rule 13a-14(a)/15d-14(a) Certification - Chief Executive Officer

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

*32      Section 1350 Certifications
</TABLE>

*  Filed  herewith

REPORTS  ON  FORM  8-K

n/a


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

Audit Fees

The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $31,488 in
2005 and approximately $38,305 in 2006.


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

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


                                       27
<PAGE>
                                   SIGNATURES
                                   ----------

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

                                    INTERNATIONAL COMMERCIAL TELEVISION INC.

Date:  March 30, 2007          By:  /s/ Kelvin Claney
     ----------------               --------------------------------------------
                                    Name: Kelvin  Claney
                                    Title: President and Chief Executive Officer


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


               By:     /s/ Kelvin Claney               Date:  March 30, 2007
                    --------------------------                --------------
               Name:  Kelvin Claney
               Title:  President and CEO,
                       Secretary and Director


               By:     /s/ Karl Redekopp               Date:  March 30, 2007
                    --------------------------                --------------
               Name:  Karl Redekopp
               Title:  Chief Financial Officer


                                       28
<PAGE>
<TABLE>
<CAPTION>
                             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                     INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

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

Consolidated Balance Sheets as of December 31, 2006 and 2005. . . . . . . . . . . . . . . . . . F-2

Consolidated Statements of Operations for the years ended December 31, 2006 and 2005. . . . . . F-3

Consolidated Statements of Deficiency in Assets for the years ended December 31, 2006 and 2005. F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005. . . . . . F-5

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


<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 2006 and 2005




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

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We  have  audited  the accompanying consolidated balance sheets of International
Commercial Television Inc. and Subsidiaries as of December 31 2006 and 2005, and
the related consolidated statements of operations, deficiency in assets and cash
flows for the years then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  International Commercial
Television  Inc. and Subsidiaries at December 31, 2006 and 2005, and the results
of  their operations and their cash flows for the years then ended in conformity
with  U.S.  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed in Note 10 to the
financial  statements,  although  the Company generated positive cash flows from
operating  activities  during the past year, the Company, for the most part, has
experienced recurring losses from operations. The Company has working capital of
approximately  $97,000 and an accumulated deficit of approximately $ 943,000 for
the  year  ended  December  31,  2006. For the year ended December 31, 2005, the
Company  had  a  net  income  of  $407,867  and  had  an  accumulated deficit of
$1,286,114  which,  without additional financing, still raises substantial doubt
about  its ability to continue as a going concern.  Management's plans in regard
to these matters are also described in Note 10.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

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

Miami,  Florida
March  27,  2007


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

                                        CONSOLIDATED BALANCE SHEETS
                                      AS OF DECEMBER 31, 2006 AND 2005
                                      --------------------------------


                                                                                     2006          2005
                                                                                  -----------  ------------

                                                   ASSETS
                                                   ------
<S>                                                                               <C>          <C>
CURRENT ASSETS:
  Cash                                                                            $  385,474   $    21,050
  Accounts receivable,net                                                            555,194       431,744
  Inventories                                                                        238,687        58,973
  Prepaid expenses and deposits                                                       88,499        31,156
  Deferred tax assets less valuation allowance of $3,058,000 (2005 - $3,067,000)           -             -
                                                                                  -----------  ------------
    Total current assets                                                           1,267,854       542,923
                                                                                  -----------  ------------

FURNITURE AND EQUIPMENT:
  Furniture and equipment                                                            120,169       110,868
  Less accumulated depreciation                                                      103,973        95,279
                                                                                  -----------  ------------
    Furniture and equipment, net                                                      16,196        15,589
                                                                                  -----------  ------------

      Total assets                                                                $1,284,050   $   558,512
                                                                                  ===========  ============


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

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                                        $  858,388   $   316,574
  Accounts payable - related parties                                                  17,646        82,981
  Due to related parties                                                             294,549       461,527
                                                                                  -----------  ------------
    Total current liabilities                                                      1,170,583       861,082
                                                                                  -----------  ------------

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

COMMITMENTS AND CONTINGENCIES (Note 4 and 10)

DEFICIENCY IN ASSETS:
  Common stock, $0.001 par value, 100,000,000
  Shares authorized, 10,693,188 and 10,635,188
  Issued and outstanding as of December 31, 2006
  And December 31, 2005, respectively
  Common stock                                                                           594           536
  Additional paid-in-capital                                                         464,728       392,285
  Accumulated deficit                                                               (942,578)   (1,286,114)
                                                                                  -----------  ------------

    Total deficiency in assets                                                      (477,256)     (893,293)
                                                                                  -----------  ------------

      Total liabilities and deficiency in assets                                  $1,284,050   $   558,512
                                                                                  ===========  ============
</TABLE>

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


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31,2006 AND 2005
                  ---------------------------------------------


                                             2006              2005
                                       ----------------  ----------------

<S>                                    <C>               <C>
NET SALES
Infomercial products                   $     2,977,074   $     1,615,055
Trademarks                                           -           800,000
                                       ----------------  ----------------
                                             2,977,074         2,415,055
                                       ----------------  ----------------

COST OF SALES
Infomercial products                         1,210,074           812,468
Trademarks                                           -           300,000
                                       ----------------  ----------------
                                             1,210,074         1,112,468
                                       ----------------  ----------------
GROSS PROFIT                                 1,767,000         1,302,587
                                       ----------------  ----------------

OPERATING EXPENSES:
  Depreciation                                   8,694            18,738
  General and administrative                   489,447           551,334
  Selling and marketing                        883,381           290,796
  Rent                                          26,669            29,297
                                       ----------------  ----------------
    Total operating expenses                 1,408,191           890,165
                                       ----------------  ----------------

OPERATING INCOME                               358,809           412,422

OTHER EXPENSES:
  Interest expense                              15,273             4,555
                                       ----------------  ----------------
    Total other expenses                        15,273             4,555
                                       ----------------  ----------------


INCOME  BEFORE INCOME TAXES                    343,536           407,867

INCOME TAXES
    Income tax expense                         116,802           138,675
    Tax benefit of net operating loss
    carry forward                             (116,802)         (138,675)
                                       ----------------  ----------------

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

NET INCOME                             $       343,536   $       407,867
                                       ================  ================

BASIC NET INCOME  PER SHARE            $          0.03   $          0.04
                                       ================  ================

FULLY DILUTED NET INCOME  PER SHARE    $          0.03   $          0.04
                                       ================  ================
</TABLE>

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


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

                      CONSOLIDATED STATEMENTS OF DEFICIENCY IN ASSETS


                                Common Stock
                              $0.001 par value     Additional
                           ----------------------    Paid-In    Accumulated
                             Shares      Amount      Capital       Deficit        Totals
                           -----------  ---------  -----------  -------------  ------------
<S>                        <C>          <C>        <C>          <C>            <C>
Balances, January 1, 2005   10,635,188  $     536  $   346,405  $ (1,693,981)  $(1,347,040)


Stock-based compensation             -          -       29,880             -        29,880

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

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

Balances, December 31,
  2005                      10,635,188        536      392,285    (1,286,114)     (893,293)


Issuance of common stock        58,000         58       56,443                      56,501

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

Net income                           -          -            -       343,536       343,536
                           ----------------------------------------------------------------

Balances, December 31,
  2006                      10,693,188  $     594  $   464,728  $   (942,578)  $  (477,256)
                           ================================================================
</TABLE>

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


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

                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


                                                                       2006              2005
                                                                 ----------------  ----------------
<S>                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $       343,536   $       407,867
  Adjustments to reconcile net loss to net cash (used in)
    provided by operating activities:
      Depreciation                                                         8,694            18,738
      Stock-based compensation                                                 -            29,880
      Amortization of deferred compensation under nonqualified
        stock option plan                                                 16,000            16,000
      Expenses paid through issuance of common stock                      52,500                 -
    Change in assets and liabilities
      Increase in accounts receivable                                   (123,450)         (160,077)
      Increase in inventory                                             (179,714)           (5,413)
      Increase in prepaid expenses                                       (57,343)          (14,457)
      Increase (decrease) in accounts payable and accrued
        liabilities                                                      476,479          (323,280)
                                                                 ----------------  ----------------
          Net cash provided by (used in)  operating activities           536,702           (30,742)
                                                                 ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Additions to property and equipment                                   (9,300)                -
                                                                 ----------------  ----------------
      Net cash  used in investing activities                              (9,300)                -
                                                                 ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from the issuance of common stock                             4,000                 -
    Advances from related parties                                        176,855           121,600
    Payments to related parties                                         (343,833)         (164,999)
                                                                 ----------------  ----------------
      Net cash used in financing activities                             (162,978)          (43,399)
                                                                 ----------------  ----------------

NET INCREASE (DECREASE) IN CASH                                          364,424           (74,141)

CASH, beginning of the year                                               21,050            95,191
                                                                 ----------------  ----------------

CASH, end of the year                                            $       385,474   $        21,050
                                                                 ================  ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest expense paid                                        $        15,273   $         4,555
                                                                 ================  ================
    Income taxes paid                                            $             -   $             -
                                                                 ================  ================
</TABLE>

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


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

The  Company  sells  various  consumer  products.  The  products  are  primarily
marketed  and  sold  through infomercials.  The products are sold throughout the
United  States  and  internationally  through  the  broadcast of direct response
television commercials better known as infomercials.  Although the companies are
incorporated  in  Nevada  and British Columbia, operations are currently managed
from  Washington  State  and  British  Columbia.

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

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

On April 1, 2000, the Company entered into a Share and Option Purchase Agreement
with  the  trustees of The Better Block Trust ("BBT"), which owned or controlled
all  of the equity interest in Windowshoppc.com Limited ("WSL"), R.J.M. Ventures
Limited  ("RJML")  and  Better Blocks International Limited ("BBIL").  Under the
agreement,  the Company purchased all of the equity interest in WSL and RJML, an
option  to  purchase  all of the equity in BBIL and obtained a license to all of
the  assets owned by BBIL.  The purchase price under the agreement was 8,000,000
shares  of  the  Company's common stock and a $590,723 promissory note. In 2003,
the BB Trust agreed to forego all interest owed in connection with this note and
the  Company and BB Trust have amended the promissory note to reflect this.  The
gain  of  $148,483  was  capitalized to additional paid in capital in connection
with  the  amount  of accrued interest forgiven on the note. The option exercise
price  is  the  issuance of an additional 500,000 shares of the Company's common
stock.  For  accounting  purposes,  the  acquisition  has  been  treated  as  an
acquisition  of  ICTV by WSL and RJML and as a recapitalization of WSL and RJML.

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

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

R.J.M. Ventures Limited was organized under the laws of New Zealand on April 23,
1998  and  has  a fiscal year-end of March 31.  During the  1999 fiscal year, at
the  direction of management, RJML was removed from the New Zealand Registrar of
Companies.  All assets and commitments of RJML have been transferred or assigned
directly  to  ICTV.

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

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

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

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


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

No  allowance  for  uncollectible  accounts  has  been  provided.  Any  accounts
receivable  that  are considered doubtful have been written off by management as
bad  debt  expense.  The amount of bad debt expense for 2006 is $21,912 and  for
2005  is  nil. The amounts are included in general and administrative expense in
the accompanying consolidated financial statements. The Company's management has
evaluated  the  remaining  accounts  receivable  and  believe  they  are  all
collectible.

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

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

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

Furniture and equipment is carried at cost and depreciation is computed over the
estimated  useful  lives  of  the  individual  assets ranging from 3 to 7 years.
Depreciation  is  computed  using  the  straight-line  method.

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

Depreciation expense amounted to $8,694 and $18,738 for the years ended December
31,  2006  and  2005,  respectively.

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

Long-lived  assets  of  the  Company  are  reviewed annually as to whether their
carrying  value  has  become  impaired  in  accordance with FAS 144.  Management
considers  assets  to  be  impaired  if  the  carrying  value exceeds the future
projected  cash flows from related operations.  Management also re-evaluates the
periods of amortization to determine whether subsequent events and circumstances
warrant  revised estimates of useful lives.  As of December 31, 2006, management
expects  these  assets  to  be  fully  recoverable.

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

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

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

Amounts  billed to a customer for shipping and handling are included in revenue;
shipping  and  handling revenue approximated $156,090 and nil for the year ended
December  31,  2006  and  2005,  respectively.  Shipping  and handling costs are
included in cost of sales. Shipping and handling costs approximated $131,000 and
$25,000  for  the  year  ended  December  31,  2006  and  2005,  respectively.


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

Research  and  development  costs  are  expensed as incurred and are included in
selling  and  marketing  expense  in  the  accompanying  consolidated  financial
statements.  Research  and  development  costs  primarily  consist of efforts to
discover  and  develop  new  products  and  the  testing  and  development  of
direct-response  advertising  related  to  these  products.

Media  and  production  costs
-----------------------------

Media  and production costs are expensed as incurred and are included in selling
and  marketing  expense  in  the accompanying consolidated financial statements.
The  Company  incurred  $593,146  and $227,170 in such costs for the years ended
December  31,  2006  and  2005.

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

The  Company uses the asset and liability method of accounting for income taxes,
which  requires  the  recognition of deferred tax liabilities and assets for the
expected  future tax consequences of temporary differences between tax bases and
financial  reporting  bases  of assets and liabilities. A valuation allowance is
recorded  for  deferred tax assets when it is not more likely than not that this
future  tax  asset  will  be  realized.

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

The  Company  adopted a stock option plan ("Plan").  The purpose of this Plan is
to  provide  additional  incentives  to  key  employees, officers, directors and
consultants  of  the  Company  and its subsidiaries in order to help attract and
retain  the  best  available  personnel  for  positions  of  responsibility  and
otherwise promoting the success of the business activities.  It is intended that
options  issued  under  this  Plan  constitute  nonqualified  stock options. The
general  terms  of  awards  under  the  option  plan are that 20% of the options
granted  will  vest  the  month  following  the grant, and 10% will vest every 6
months  thereafter.  The  maximum  term  of  options granted is 10 years and the
number  of  shares  authorized  for  grants  of  options  is  3,000,000.

Prior  to  March  2006,  the  Company  used  Statement  of  Financial Accounting
Standards  No.  148  "Accounting  for  Stock-Based Compensation - Transition and
Disclosure"  (SFAS  No.  148)  to  account  for  its  stock  based  compensation
arrangements.  This statement amended the disclosure provision of FASB statement
No. 123 to require prominent disclosure about the effects on reported net income
of  an entity's accounting policy decisions with respect to stock-based employee
compensation.  As  permitted  by  SFAS  No. 123 and amended by SFAS No. 148, the
Company  continued  to  apply  the  intrinsic  value  method  under  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for  Stock Issued to
Employees,"  to  account for its stock-based employee compensation arrangements.

In  December  2004,  the  Financial  Accounting Standards Board issued Statement
Number  123  ("FAS  123  (R)"), Share-Based Payments, which is effective for the
reporting  period  beginning  on January 1, 2006. The statement will require the
Company  to  recognize compensation expense in an amount equal to the fair value
of  share-based payments such as stock options granted to employees. The Company
has  the  option to either apply FAS 123 (R) on a modified prospective method or
to  restate  previously  issued  financial  statements, and chose to utilize the
modified  prospective  method.  Under  this  method,  the Company is required to
record  compensation  expense  (as  previous  awards  continue  to vest) for the
unvested  portion  of  previously  granted awards that remain outstanding at the
date  of  adoption.


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

In  January 2006, the Company adopted the expense recognition provisions of SFAS
No.  123,  and  for  the  year  ended December 31, 2006, issued no warrants and,
therefore,  recorded  no  stock  compensation  expense.

The following is a summary of stock options outstanding under the existing stock
option  plan  for  the  years  ended  December  31,  2006  and  2005:

<TABLE>
<CAPTION>
                                      Number of Shares         Weighted
                               ------------------------------   Average
                                           Non-                Exercise
                               Employee  Employee    Totals      Price
                               --------  ---------  ---------  ---------
<S>                            <C>       <C>        <C>        <C>
Balance, January 1, 2005              -  1,049,000  1,049,000  $    0.49
  Granted on November 8, 2005         -    160,000    160,000  $    0.36
  Exercised during the year           -          -          -  $    0.00
  Cancelled during the year           -          -          -  $    0.00
                               --------  ---------  ---------

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


<TABLE>
<CAPTION>
                                     Number of Shares          Weighted
                             --------------------------------   Average
                                          Non-                 Exercise
                             Employee   Employee     Totals      Price
                             --------  ----------  ----------  ---------
<S>                          <C>       <C>         <C>         <C>
Balance, January 1, 2006            -  1,209,000   1,209,000   $    0.47
  Granted during 2006               -          -           -   $    0.00
  Exercised during the year         -     (8,000)     (8,000)  $    0.50
  Cancelled during the year         -    (40,000)    (40,000)  $    2.00
                             --------  ----------  ----------

Balance, December 31, 2006          -  1,161,000   1,161,000   $    0.43
                             ========  ==========  ==========
</TABLE>

The  weighted average fair value of options granted during the year was $0 (2005
-  $0.25).  Of  the  stock  options  currently  outstanding, 975,000 options are
currently  exercisable  at  a  weighted  average exercise price of $0.43.  These
options  expire  at dates ranging between March 31, 2007 and September 28, 2011.

Following are the weighted average assumptions used for the years ended December
31,  2006  and  2005:

<TABLE>
<CAPTION>
                                   2006              2005
<S>                                <C>             <C>
Risk-free interest rate              -               4.49%
Expected dividend yield              -                -
Expected lives                       -              5 years
Expected volatility                  -              83.59%
</TABLE>


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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

<TABLE>
<CAPTION>
                                                                    2006         2005
                                                                 -----------  -----------
<S>                                                              <C>          <C>
Net income as reported                                           $   343,536  $   407,867
Deduct:
  Total stock based employee compensation determined under
  fair value method for all awards, net of related tax effects             -            -
                                                                 -----------  -----------

    Pro forma net income (loss)                                  $   343,536  $   407,867
                                                                 ===========  ===========

Earnings per share:
    Basic - as reported                                          $      0.03  $      0.04
                                                                 ===========  ===========
    Basic - pro forma                                            $      0.03  $      0.04
                                                                 ===========  ===========

    Diluted - as reported                                        $      0.03  $      0.04
                                                                 ===========  ===========
    Diluted - pro forma                                          $      0.03  $      0.04
                                                                 ===========  ===========
</TABLE>

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

Upon  adoption  of SFAS No. 123R, we began recognizing the cost of stock options
using the modified prospective application method whereby the cost of new awards
and  awards modified, repurchased or cancelled after the required effective date
and  the portion of awards for which the requisite service has not been rendered
(unvested  awards)  that are outstanding as of the required effective date shall
be  recognized  as  the  requisite  service is rendered on or after the required
effective  date.  SFAS  No.  123R  became  effective  from  January  1,  2006.


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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

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

Financial  instruments,  which potentially subject the Company to concentrations
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,  2006,  the  Company  did  exceed  the  federally insured limit by
approximately  $176,000 in its main operating account and by $81,000 in its main
credit card merchant account, unlike December 31, 2005 where the Company did not
exceed  the  federally  insured limit in either account; however 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, 2006 and
December 31, 2005, 37% and 0% of the Company's accounts receivable were due from
various  individual  customers  to  whom  our  Dermawand  product  had been sold
directly  via  Direct  Response  Television;  the  remaining 63% and 100% of the
Company's  accounts  receivable  were  due  from  five  and  four  international
infomercial  operators,  respectively.

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

In  July  2006,  the  FASB  issued FIN 48, "Accounting for Uncertainty in Income
Taxes".  FIN  48  clarifies  the  accounting  and reporting for uncertainties in
income  tax  law.  FIN  48  prescribes  a  comprehensive model for the financial
statement  recognition,  measurement,  presentation, and disclosure of uncertain
tax  positions  taken  or expected to be taken in income tax returns.  FIN 48 is
effective  for  fiscal years beginning after December 15, 2006. We are currently
in  the process of evaluating the impact of FIN 48 on our financial position and
results  of  operations.

In  September  2006,  the  SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering  the  Effects  of  Prior  Year  Misstatements  when  Quantifying
Misstatements  in  Current  Year  Financial  Statements".  SAB  No. 108 provides
guidance on how prior year misstatements should be taken into consideration when
quantifying  misstatements  in current year financial statements for purposes of
determining  whether  the  current  year's  financial  statements are materially
misstated. SAB No. 108 is effective for fiscal years ending on or after November
15, 2006.  We are currently in the process of evaluating the impact of change on
our  financial  position  and  results  of  operations.


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

New  Accounting  Pronouncements(cont.)
--------------------------------------

In  September  2006,  the  FASB  issued SFAS No. 157, "Fair Value Measurements".
SFAS  No. 157 establishes a framework for measuring the fair value of assets and
liabilities.  This framework is intended to provide increased consistency in how
fair  value  determinations are made under various existing accounting standards
which  permit,  or  in some cases require, estimates of fair market value.  SFAS
No.  157  is  effective  for fiscal years beginning after November 15, 2007, and
interim  periods  within those fiscal years.  Earlier application is encouraged,
provided  that  the reporting entity has not yet issued financial statements for
that  fiscal  year,  including  any  financial  statements for an interim period
within  that  fiscal  year.  We  are  currently in the process of evaluating the
impact  that SFAS No. 157 will have on our future financial position and results
of  operations.


NOTE  2  -  LICENSE  AND  RECONVEYANCE  AGREEMENTS

Effective  April  1,  2000,  the Company entered into a License and Reconveyance
Agreement  with  WSL and RJML.  These agreements are royalty-free.  WSL and RJML
owned  or had rights in certain intellectual properties that were transferred or
assigned  to ICTV during 2003.  Accordingly, WSL and RJML granted all production
rights,  proprietary  rights,  inventory,  development  rights, tangible assets,
licenses  and any assets or rights to the Company.  The Company has the right to
further develop and enhance the intellectual properties as the Company sees fit.


NOTE  3  -  FINANCIAL  INSTRUMENTS

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


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  3  -  FINANCIAL  INSTRUMENTS  (CONT)

The  carrying  amount  of accounts receivable and payable approximate fair value
due  to  their  short-term  nature.  The  carrying  amount  of note payable debt
represent  the  fair  value  of  the note payable based on the borrowing rate of
0.0%.


NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES

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

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

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

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

On  August  17,  1999,  WSL entered into a production agreement with BAG for the
creation of infomercials of Derma Wand.  WSL pays all necessary expenses for the
creation of the infomercials and after completion, will retain all rights, title
and  interest  arising  under the U.S. Copyright Act, the U.S. Trademark Act and
all other applicable laws, rules and regulations in and to the entire editorial,
visual,  audio  and  graphic  content  of the infomercials.  In consideration of
services  rendered by BAG, WSL shall pay a royalty based on adjusted revenues or
units sold depending on various scenarios defined in the agreement.  The initial
term  of  this  agreement  was  until  August  31,  2002.  Upon expiration, this
agreement  automatically  and  continually  renews  for  successive  additional
three-year  terms  unless  either party is in material breach or the other party
notifies the breaching party in writing at least thirty days prior to the end of
the  then  current  term.

On  October  15,  1999,  WSL  entered  into  an  endorsement  agreement  with an
individual  for  her  appearance  in  a Derma Wand(TM) infomercial.  On July 11,
2001,  the agreement was amended to include a royalty payment for each unit sold
internationally,  up  to a maximum royalty payment for any one calendar quarter.
Further,  if  the infomercial is aired in the United States, then the airing fee
will  revert  back  to  the


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

same flat rate per calendar quarter.  The initial term of the agreement was five
years  starting  October  15, 1999.  The agreement automatically and continually
renews  for  successive  additional  five-year  terms unless RJML is in material
default  and is notified in writing at least thirty days prior to the end of the
then  current  term  that  the  individual  intends  to terminate the agreement.

The  Company assumed any and all responsibilities associated with the agreements
noted above on April 1, 2000, pursuant to the license and reconveyance agreement
disclosed  in  Note  2.

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

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

SprintR
-------

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

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

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


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

In  January,  2003, the Company entered into an exclusive agreement with Chevron
Oronite Company LLC ("COC") whereby the parties acknowledge that ICTV intends to
market,  sell  and distribute various automobile fuel and oil additive products,
developed  by  COC,  in the United States and elsewhere in the world via various
means  and  media,  including,  without  limitation, one or more direct response
television programs of 30 minutes or less.  The initial term of the agreement is
three  years  from the date of first airing of the infomercial and automatically
renews  for  three  years  unless  the  Company  is  in  default.

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

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

On  April  28,  2003,  the  Company  entered  into  a  funding  agreement with a
shareholder, whereby the shareholder agrees to pay Real to Reel's production fee
of  approximately  $196,000,  and in return, the Company has agreed to pay a per
kit  royalty  to  the shareholder based on various scenarios, until such time as
the  total royalty payments reach $2,000,000. The production fee was accrued and
expensed  as  "production  costs" and included in selling and marketing expenses
during  the  fiscal  year  ended  December  31,  2005.

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

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

For the period from January 1, 2004 through August 31, 2005, the Company did not
maintain  product  liability  insurance  for  all  products  sold.  For  certain
products, the Company is listed as an additional insured party under the product
manufacturers'  insurance  policy.  On  February 20, 2006, the Company purchased
liability  insurance  to  cover  all direct to consumer product sales in the US;
this  policy  is  due to expire on February 20, 2007.  At present, management is
not  aware  of  any  claims  against  the  Company  for  any  products  sold.


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Other  matters  (continued)
---------------------------

On  December 20, 2005, the Company entered into an operating lease agreement for
office  facilities  for its international operations from an unrelated party for
approximately $2,400 per month.  The term of the lease is three years commencing
January  1, 2006 and ending December 31, 2008. Our executive offices are located
in  Bainbridge  Island,  Washington and are provided to the Company at a rate of
$350  per  month  by  Kelvin  Claney,  President  of  the  Company.


NOTE  5  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted  to  $222,549  and  $462,661  as  of  December  31,  2006  and  2005,
respectively. These advances are non-interest bearing and without specific terms
of  repayment.  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 $ nil and $ 1,134 as of
December  31,  2006 and 2005, respectively.  These advances bear no interest and
are  due  on demand.  These advances are included in "Due to related parties" on
the  accompanying  consolidated  balance  sheets.

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


NOTE  6  -  CAPITAL  TRANSACTIONS

During  the  years  ended December 31, 2006 and 2005, 8,000 and nil options were
exercised  at  $0.50  per  share, for a total of $4,000 and $ nil, respectively.
50,000  shares  were  also  issued  from  treasury  as compensation for services
rendered  by a consultant; the registered shares were valued at $1.05 per share,
the  market  value  of  the  shares  on  the  date  of  the  transaction.


NOTE  7  -  BASIC  AND  DILUTED  EARNINGS  PER  SHARE

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

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


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  7  -  BASIC  AND  FULLY  DILUTED  EARNINGS  PER  SHARE  (CONTINUED)

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

<TABLE>
<CAPTION>
                                            Income        Shares      Per Share
For the year ended December 31, 2006:    (Numerator)   (Denominator)    Amount
---------------------------------------  ------------  -------------  ----------
<S>                                      <C>           <C>            <C>
Basic earnings per share
------------------------

Income available to common shareholders  $    343,536     10,693,188  $     0.03
                                         ============  =============  ==========

Diluted earnings per share
--------------------------

Dilutive effect of stock options                             341,548  $        -
                                                       =============  ==========

Income available to common shareholders  $    343,536     11,351,640  $     0.03
                                         ============  =============  ==========
</TABLE>

<TABLE>
<CAPTION>
                                             Loss         Shares      Per Share
For the year ended December 31, 2005:    (Numerator)   (Denominator)    Amount
---------------------------------------  ------------  -------------  ----------
<S>                                      <C>           <C>            <C>
Basic earnings per share
------------------------

Income available to common shareholders  $    407,867     10,635,139  $     0.04
                                         ============  =============  ==========

Dilute dearnings per share
--------------------------

Income available to common shareholders  $    407,867     10,635,139  $     0.04
                                         ============  =============  ==========
</TABLE>

NOTE  8  -  INCOME  TAXES

For the most part, the Company has experienced operating losses since inception.
The  Company  has  provided  a  full valuation allowance on the net deferred tax
asset  because  of  uncertainty regarding its realization. The Company estimates
that  it  will  utilize net operating losses although they have not filed income
tax  returns  since  1998. This asset primarily consists of net operating losses
and  amortization

The  Company  had  net operating losses of approximately $ 741,000 related to US
federal, foreign and state jurisdictions through December 31, 2006.  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.


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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  8  -  INCOME  TAXES  (CONTINUED)

Significant components of the Company's deferred tax assets are approximately as
follows  as  of  December  31:

<TABLE>
<CAPTION>
                                      2006               2005
                                  ------------       ------------
<S>                               <C>                <C>
Net operating loss                $   220,000        $   233,000
Basis of investments                2,327,000          2,327,000
Basis of intangibles                  428,000            428,000
Basis of stock options                103,000            103,000
Accumulated amortization              107,000            107,000
Accumulated depreciation               (2,000)            (2,000)
State taxes                          (125,000)          (129,000)
                                  ------------       ------------
  Total deferred tax assets         3,058,000          3,067,000
Valuation allowance                (3,058,000)        (3,067,000)
                                  ------------       ------------
  Net deferred tax assets         $         -        $         -
                                  ============       ============
</TABLE>

NOTE  9  -  SEGMENT  REPORTING

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

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

<TABLE>
<CAPTION>
                              For the year ended December 31, 2006           For the year ended December 31, 2005
                          ---------------------------------------------  --------------------------------------------
                             Domestic     International      Totals        Domestic     International      Totals
                          --------------  --------------  -------------  -------------  --------------  -------------
<S>                       <C>             <C>             <C>            <C>            <C>             <C>
NET SALES
Infomercial products      $   1,333,065   $    1,644,009  $   2,977,074  $           -  $    1,615,055  $   1,615,055
Trademarks                            -                -              -        800,000               -        800,000
                          --------------  --------------  -------------  -------------  --------------  -------------
                              1,333,055        1,644,009      2,977,074        800,000       1,615,055      2,415,055
                          --------------  --------------  -------------  -------------  --------------  -------------
COST OF SALES
Infomercial products      $     302,407          907,667      1,210,074  $           -         812,468        812,468
Trademarks                            -                -              -        300,000               -        300,000
                          --------------  --------------  -------------  -------------  --------------  -------------
                                302,407          907,667      1,210,074        300,000         812,468      1,112,468
                          --------------  --------------  -------------  -------------  --------------  -------------
Gross profit                  1,030,658          736,342      1,767,000        500,000         802,587      1,302,587
                          --------------  --------------  -------------  -------------  --------------  -------------

Operating expenses:
  Depreciation                    3,891            4,803          8,694          6,207          12,531         18,738
  General and
    administrative              212,124          277,323        489,447        182,632         368,702        551,334
  Selling and marketing         847,842           35,539        883,381         96,328         194,468        290,796
  Rent                           11,939           14,730         26,669          9,705          19,592         29,297
                          --------------  --------------  -------------  -------------  --------------  -------------
Total operating expense       1,075,796          332,395      1,408,191        294,872         595,293        890,165
                          --------------  --------------  -------------  -------------  --------------  -------------

Operating income (loss)   $     (45,138)  $      403,947  $     358,809  $     205,128  $      207,294  $     412,422
                          ==============  ==============  =============  =============  ==============  =============
</TABLE>


                                      F-18
<PAGE>
            INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


NOTE  10  -  GOING  CONCERN  CONSIDERATIONS  AND  MANAGEMENT  PLANS

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.  Although the
Company has generated positive cash flows from operating activities in the past,
the  Company,  for  the  most  part,  has  experienced  recurring  losses  from
operations.  The  Company  has  working  capital of approximately $97,000 and an
accumulated  deficit  of  approximately $943,000 as of December 31, 2006.  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.

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.


NOTE  11  -  SUBSEQUENT  EVENTS

Subsequent  to December 31, 2006, the Company offered a private placement of its
common  stock  to  various  investors  at  the  cost  of $0.75 per common share.
Investors  will  also  receive a warrant to purchase one additional share of the
Company's  stock.  The exercise price of the warrant will be $1.00 per share and
is  valid  and  exercisable  from  the  date  of issue and there on for a 2 year
period.  As  of  March 29, 2007, the placement had not been finalized or closed,
and  the  shares  have  not been issued, but we expect the approximate number of
shares  to  be  issued  to  be  1,450,000 and the approximate gross value of the
placement  to  be  $1,100,000.


                                      F-19