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, 2003
                                           ---------------------
                                       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:
        (Title  of  Class)                  Name of exchange on which registered

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

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

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

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

Registrant's  revenues  for  its  most  recent  fiscal  year:$1,086,353
                                                             ----------

The  aggregate  market  value  of the common stock held by non-affiliates of the
registrant  on  March 30, 2004, based on the average bid and asked price on that
date, being $0.75, was approximately $2,400,000, assuming solely for purposes of
this  calculation  that  all  directors and executive officers of the issuer are
"affiliates."  This  determination  of  affiliate  status  is  not necessarily a
conclusive  determination  for  other  purposes.

On  March 30, 2004, the registrant had 10,635,188 shares of common stock, $0.001
par  value  per  share,  issued  and  outstanding.

Documents  Incorporated  by  Reference:  None

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


<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                                    INDEX TO
                          ANNUAL REPORT ON FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 2003

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

PART  II
Item  5.     Market  for  Common  Equity  and Related Stockholder Matters. . .13
Item  6.     Management's  Discussion  and  Analysis  of Financial Condition
             And Results  of  Operations . . . . . . . . . . . . . . . . . . .15
Item  7.     Financial  Statements . . . . . . . . . . . . . . . . . . . . . .21
Item  8.     Changes  In  and  Disagreements  With Accountants on Accounting
             and Financial  Disclosure . . . . . . . . . . . . . . . . . . . .21
Item  8A.    Controls and Procedures . . . . . . . . . . . . . . . . . . . . .21

PART  III
Item  9.     Directors,  Executive  Officers,  Promoters  and  Control
             Persons; Compliance With Section 16(a) of the Exchange Act,
             Audit Committee and Code of Ethics. . . . . . . . . . . . . . . .21
Item  10.    Executive  Compensation . . . . . . . . . . . . . . . . . . . . .23
Item  11.    Security  Ownership  of  Certain  Beneficial Owners
             and Management. . . . . . . . . . . . . . . . . . . . . . . . . .24
Item  12.    Certain  Relationships  and  Related  Transactions. . . . . . . .25
Item  13.    Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . .26
Item  14.    Principal Accountant Fees and Services. . . . . . . . . . . . . .27

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

FINANCIAL  STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-1

CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


<PAGE>
                                     PART I

FORWARD-LOOKING  STATEMENTS

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

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

OVERVIEW

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

We  currently  produce  short-form  and  long-form  infomercials.  A  short-form
infomercial  is  a  30-second,  60-second, or 120-second spot, while a long-form
infomercial  is  a  28  1/2-minute  direct  response  commercial.   Short-form
infomercials generally feature products that can be explained or demonstrated in
two minutes or less, with a selling price of $29 or less. Long-form infomercials
generally  feature products with a selling price of $30 - $300 and are generally
unique,  with  more  benefits  and  features,  and  thus  require  a  lengthier
demonstration  and  explanation.

Our  international  division  has been our primary revenue source for the fiscal
years  ended  December  31,  2003  and 2002.  Over 82% of our sales for the year
ended  December  31, 2003, were generated from products sold internationally, as
compared  to over 95% for the same period in 2002.  In 2001 our focus shifted to
the international market for several reasons.  First, we perceived a high demand
for  infomercial  products  in the international market.  Second, our management
has  relationships  with  several  international  infomercial  operators, and we
believed  we  could  use  those  relationships to our advantage, especially when
marketing  our  own products.  Finally, many of our infomercials for our primary
products  are  awaiting  editing  for  either  rollout or testing, and the funds
required  for  production  will  come  from  additional  financing or cash flow.
Although  we  plan  to  continue  to  devote  attention  to  and  to  expand our
international  operations,  we  expect  the  vast majority of our revenue in the
future  to  come  from  domestic  sales.

In  addition  to  products  that  we own or have the exclusive license to market
(which  we  refer  to  as  "our  products" or "our own products"), we act as the
international distributor for products owned by third parties (which we refer to
as  "third-party  products").  For third-party products, we locate international
infomercial  operators  to  sell the product, and we receive either a royalty or
the  difference  between  the  price  at  which  we  sell  the  product  to  the
international  infomercial  operator  and  the  price  at  which  we acquire the
product.  In  most instances, there are previously existing infomercials for the
third-party  products.  We  generated  approximately  25%  and  39% of our total
revenue  for  the years ended December 31, 2003 and 2002, respectively, from the
sale  of  third-party  products.


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

CORPORATE  HISTORY

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

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

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

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

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

During  the  year,  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 FTC, as well as from federal
and  state consumer protection agencies, led to more stringent regulation of the
industry  and  the development of the National Infomercial Marketing Association
(now  the  Electronic  Retailing Association) as a self-regulatory organization.
Infomercials  and home shopping channels soon became a widely accepted manner by
which  to  obtain  information  regarding  products and services and to purchase
products  and  services  from  home.  As  time  has  progressed, the infomercial
industry  has  grown  steadily  to  include  a  greater  variety and quantity of
products  marketed  through  infomercials.


                                        2
<PAGE>
MARKET  OPPORTUNITY

Direct  Response  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')
[October 2003 Economic Impact: U.S. Direct & Interactive Marketing Today, Direct
Marketing  Association].

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

     -    2003  direct  response  sales  are  estimated  at  $635 billion, a 6.6
          percent  increase  over  2002.  Direct-order  sales  are  projected to
          compound  7.3  percent  annually,  exceeding  $900  billion  in  2008.

     -    The Internet has emerged as the newest and most rapidly growing sector
          of  the  direct  marketing  industry.  American  direct  marketers are
          forecast  to  generate  $41  billion  in  Internet  sales for 2003, an
          increase of 22 percent over 2002. Over the next five years, web-driven
          sales  are  estimated  to  compound  21 percent annually to reach $104
          billion.

Direct  Response  Television  ("DRTV")  has been a leading element in the direct
response  surge,  growing  by  10.7  percent  yearly  from  1997  to  2002.

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

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

THE  ICTV  SOLUTION

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

OUR  PROPOSED  BRANDS  AND  CURRENT  PRODUCTS

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

We feel that our product development and marketing department is the backbone of
our Company.  We put forth extensive effort to research and develop new products
that  are unique and that will be suitable both for direct response marketing in
infomercials  and for sale in traditional retail stores.  Our development of new
product ideas stems from a variety of sources, including inventors, trade shows,
strategic  alliances with manufacturing and consumer product companies, industry


                                        3
<PAGE>
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;

     -    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, Automotive Aftermarket,
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.


                                        4
<PAGE>
Our  corporate  e-commerce  website  is  located  at  www.ictvonline.com.

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.

Automotive  Products
--------------------

Infomercials in the automotive products market have traditionally done very well
(e.g.  Dura Lube, Z-Max, etc.) and the brand awareness of automotive infomercial
products  has  translated  to  strong  retail  sales  through chain stores.  The
automotive  products  category  will  be  anchored  by  our  newest  product,
TwinTech(TM).

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.
We  recently  secured an exclusive international distribution agreement with the
developer  of  the  product chemistry to market and distribute TwinTech(TM), and
began  infomercial  production  in  June  2003.

Other
-----

We have also obtained and developed two other products in this category, and for
business  and  competitive  reasons  we  cannot  disclose  more  details.

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
-----------

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
the  Philippines,  South  Africa,  Finland, Sweden, Denmark, Holland and the UK.

We  have  concluded a distribution agreement with Creative Nations International
to  supply  the Derma Wand to international operators in the previously untested
areas of South Korea, Japan, Southeast Asia, Australia, New Zealand, Central and
South  America  where  an  initial  test in Ecuador has proved extremely strong.
Full  rollout in the South American market will take place in the second quarter
of  2004.

For  the  years  ended  December  31,  2003 and 2002, we generated approximately
$529,000 and $838,000 in revenue from international sales of Derma Wand(TM). The
price  consumers pay for Derma Wand(TM) varies from country to country, however,
it  generally  ranges  from  approximately  $100-$120.

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

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

DermaVital  is a product that allows water to penetrate the skin's surface, thus
re-hydrating  the  deeper  layers.  Medical  experts,  including dermatologists,
agree  --  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.


                                        5
<PAGE>
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.

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.

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.

For  the  years  ended  December  31,  2003 and 2002, BetterBlocks(TM) generated
approximately  6%  and  .25%  of  our  total  revenue,  respectively.

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 intend to edit the Smart Stacks(TM) infomercial to feature this new
range  and  test  air  the  modified  infomercial  in the third quarter of 2004.

Our  marketing  efforts  to date with regard to Smart Stacks(TM) have focused on
the  international market. Smart Stacks(TM) generated approximately 8% and 1% of
our total revenues in each of the fiscal years ended December 31, 2003 and 2002,
respectively.

Other
-----

We  are  currently  developing  two house ware products which we plan to produce
infomercials  for, the first is in the kitchenware category and the second is in
the  home  domestic  area.

We  are also currently developing infomercials around two unique in-home fitness
equipment  pieces.

THIRD-PARTY  PRODUCTS


                                        6
<PAGE>
During  the  last  two fiscal years, we sold the following third-party products,
both  domestically  and  internationally  market:  Ab  Away,  Aussie  Nads,
Cybersonic(TM),  Fight  The  Fat,  Mojave  Sunglasses, Packmax, Perfect Pancake,
Sofabed  and  X3D.  Our  rights to these third-party products are in the form of
informal  licenses  from  the owners of the products to act as the international
distributor.  As  the  international  distributor,  we  locate  international
infomercial  operators  to air the infomercials, and we receive either royalties
from  the  sales of the products or the difference between the price at which we
sell  the  product  to  the  international infomercial operator and the price at
which  we  acquire  the  product. Approximately 25% of our total revenue for the
year  ended  December  31,  2003  came from the sale of third-party products, as
compared  to  39%  for  the  year  ended  December  31,  2002.

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  long-form  (28  minutes)  and  short-form  (1-2  minutes).
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, 2003, international sales contributed to over
82% of our revenue as compared to almost 96% for the previous year.  Although we
do  not  expect  international  sales to be our primary source of revenue in the
future, we do expect to continue to devote attention to the international market
and  to have our infomercials aired internationally on a daily basis to millions
of  people  through  our  strategic  alliances that we have and will continue to


                                        8
<PAGE>
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  aim  to  provide  our customers with quality customer service.  We generally
offer  an  unconditional  30-day  money  back return policy to purchasers of our
products.  Our policy is to investigate the cause of returns if returns begin to
undermine our expectations for a product's profitability.  We have not performed
any  such  investigations because our return ratios have been acceptable, in the
range  of  three  to  five  percent.

COMPETITION

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

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


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

INTELLECTUAL  PROPERTY

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

     -    TRADEMARKS

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


                                       10
<PAGE>
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.

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

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

     -    Under  a  production  agreement  with  BAG,  we  are  obligated to pay
          royalties to BAG based on adjusted revenues or units sold depending on
          various scenarios as defined in the agreement. The current term of the
          agreement terminates on August 31, 2005. The agreement will thereafter
          automatically  and  continually renew for successive additional 3-year
          terms  unless either party is in material breach and the non-breaching
          party  notifies  the  breaching  party  of its intent to terminate the
          agreement.

     -    Under  an  endorsement agreement with an individual for her appearance
          in  a Derma Wand(TM) infomercial, we are obligated to pay her for each
          unit sold internationally, up to a maximum royalty payment for any one
          calendar  quarter.  Further, if the infomercial is aired in the United
          States, then the airing fee will revert back to the same flat rate per
          calendar  quarter.  The  initial  term  of the agreement terminates in
          October  2004, and thereafter will automatically and continually renew
          for  successive  and additional 5-year terms unless we are in material
          default  and  are  notified  of her intent to terminate the agreement.

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

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

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

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


                                       11
<PAGE>
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.

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 expenses were approximately $30,000 for the year
ended  December 31, 2003, and approximately $167,000 for the year-ended December
31,  2002.  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. This arrangement provides immediate benefit to
us by reducing our up-front costs thus explaining the large decrease in research
and  development  expense  when  comparing  2003  to  2002.

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


                                       12
<PAGE>
about  the  public  reference  rooms.  Our  filings with the Commission are also
available  to  the  public  from the Commission's website at http://www.sec.gov.


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

PROPERTIES

Our  executive  offices  are  located  in  Bainbridge Island, Washington and are
provided to the Company at no charge by Kelvin Claney, President of the Company.
In  addition,  we  rent  an  office  in  Vancouver,  British  Columbia  for  our
international  operations,  where  we  have  entered  into  a  three-year  lease
commencing  January  1, 2003 for approximately $3,600 per month for the first 12
months  and  approximately  $4,000  per  month  for  the  subsequent  24 months.

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


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

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


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,  2003.

                                    PART II


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

MARKET  FOR  COMMON  EQUITY

Our  common stock trades on the OTC Bulletin Board under the symbol "ICTL".  The
OTCBB  constitutes a limited and sporadic trading market and does not constitute
an  "established  trading  market".  An  established  trading  market  for  our
securities  does  not  exist.  The  range  of reported high and reported low bid
prices per share for our common stock for each fiscal quarter since we commenced
trading  on  September  5,  2002,  as reported by Stockwatch is set forth below.
These  quotations  reflect inter-dealer prices, without retail mark-up, markdown
or  commission  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
Quarter ended       High    Low     Quarter ended     High    Low
------------------  -----  -----  ------------------  -----  -----
                      $      $                          $      $
<S>                 <C>    <C>    <C>                 <C>    <C>
December 31, 2003    1.60   0.45  December 31, 2002    3.75   1.10
September 30, 2003   1.65   0.65  September 30, 2002   3.81   1.81
June 30, 2003        2.45   1.25  June 30, 2002        n/a    n/a
March 31, 2003       2.35   1.30  March 31, 2002       n/a    n/a
</TABLE>

HOLDERS

As  of March 30, 2004, there were 10,635,188 shares of common stock outstanding,
held  by  approximately  300  shareholders  of  record.


                                       13
<PAGE>
DIVIDENDS

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

RECENT  SALES  OF  UNREGISTERED  SECURITIES

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

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

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

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

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


                                       14
<PAGE>
During September 2002, the Company issued 50,000 shares of its common stock to a
non-related  party,  in  consideration for corporate finance work and consulting
services.  This  individual is an accredited investor.  The Company believes the
issuance  was  exempt  from  registration  under Rule 506 of Regulation D and/or
Section  4(2)  under  the  Securities  Act.

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

On December 31, 2002, we granted options to purchase up to 685,000 shares of our
common  stock to an executive and employees under our Stock Option Plan at $1.50
per share.  The offer and sale of the options was exempt from registration under
Rule  701  under  the  Act.  If  Rule  701  under the Act is not available as an
exemption,  we  believe  the offer and sale of the options was exempt under Rule
506  of Regulation D under the Act and Section 4(2) under the Act.  In addition,
the  offer  and  sale of 675,000 options granted with an exercise price of $1.50
per  share were also exempt under Regulation S under the Act, due to the foreign
nationality  of  the  relevant  purchasers.

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.


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

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

OVERVIEW

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

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


                                       15
<PAGE>
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,  2003  with  the  fiscal  year  ended  December  31,  2002.

Revenues

Our  revenues  decreased  to approximately $1,100,000 in 2003 from approximately
$1,600,000  in  2002, down 33%. In 2003, as was the case for 2002, we focused on
the  international  market,  with  almost  83%  of  our  revenue  coming  from
international sales. The products that provided most of our revenue in 2003 were
our  own  products,  Derma  Wand(TM) and Nail Dazzle and third-party product, Ab
Away.  Down  from  2002,  sales  of our own products made up the majority of our
revenue  in 2003, decreasing to approximately $816,000 (75% of total revenue) in
2003,  compared  to  approximately  $998,000  (61%  of  total  revenue) in 2002.

In  2002,  approximately $1,600,000 (96%) of our revenue came from international
sales,  which  consisted  primarily of sales of our own products, Derma Wand(TM)
and SprintR and third-party products, Packmax, Cybersonic(TM) and Fight the Fat.

Derma  Wand(TM)  sales  alone generated approximately 50% of our total sales for
both 2003 and 2002, down from a high of $838,000, or 51% of our total revenue in
2002  to  approximately  $531,000,  or  49%  in  2003  due  to  slower  demand
internationally.

Gross  Margin

Gross  margin  percentage  increased  to  approximately  65%  in  2003  from
approximately 52% in 2002. The increase in gross margin percentage was primarily
due  to  the  fact  that we received more of our total revenues in 2003 from the
sales  of  our  own  products  Derma Wand(TM) and Nail Dazzle, and less from the
sales  of  third-party  products  like Ab Away, where we generally have a higher
cost  of  sales  than  we  do  for  our own products. In 2003, we received gross
margins  of  approximately $341,000 for Derma Wand(TM), $110,000 for Nail Dazzle
and  $45,000  for  Cybersonic(TM),  whereas in 2002 we received gross margins of
approximately  $550,000  for Derma Wand(TM), $91,000 for Aussie Nads and $79,000
for  Cybersonic(TM).


                                       16
<PAGE>
Operating  Expenses

Total  operating expenses decreased to approximately $888,000 in 2003, down from
approximately  $1,334,000  in  2002, down approximately $446,000, or 33%.  Lower
revenues  for  the  year  ended  December  31,  2003  versus  2002 had a minimal
influence on the lower expenses.  Management's efforts over the past nine months
to  streamline  operations  is  the  main  reason  for the decrease in operating
expenses.  The  majority  of  the  decrease  can  be  attributed to decreases in
selling  and  marketing  ($267,328)  and  general  and  administrative  expenses
($156,887).  Selling  and  marketing  expenses  decreased  72%  to approximately
$102,000  in  2003 from approximately $370,000 in 2002.  Most of the decrease is
due  to  lower  production/product  development  fees.  In  an  effort to reduce
production costs management entered into a funding agreement with a shareholder,
whereby  the  shareholder  agreed  to  pay  the  entire  production  fee  of the
TwinTech(TM)  infomercial  in  return  for  a  per  kit  royalty.  General  and
administrative  expenses  decreased  21%  to approximately $595,000 in 2003 from
approximately  $752,000  in  2002 due in most part to lower legal and accounting
costs,  which  accounted  for  80%  of  the  decrease.

Net  Losses

To  date,  we  have  not  achieved  profitability.  Our  net  loss  decreased to
approximately  $181,000  in 2003 from approximately $559,000 in 2002 due in part
to  the gain from forgiveness of accrued interest on related party note payable.
We anticipate that until a follow-up financing is completed, we will continue to
operate  at  a loss.  Market acceptance of the products we launch will also be a
determining  factor  as  to  whether  we  will  continue  to  operate at a loss.

PLAN  OF  OPERATION;  LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2003,  we had approximately $31,000 on the books, compared to
approximately  $21,000  at  December  31, 2002.  We have relied on advances from
related  parties  to fund operations in 2003 and to a lesser degree in 2002.  We
generated  positive  cash flow from operations of approximately $64,000 in 2003,
compared  to  a  negative cash flow from operations of approximately $446,000 in
2002.  This  use  of  cash  was funded by our registered share offering in 2002.

The  Company  has  a note payable to The Better Blocks Trust ("BB Trust") in the
amount  of  approximately  $591,000.  During  the  year,  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 has
been  recorded in connection with the amount of accrued interest forgiven on the
note.

On  September  28, 2001, we granted 1,475,000 stock options to our directors and
officers:  280,000  with  a  $0.50  exercise  price  and  1,195,000 with a $2.00
exercise  price.  In  connection with certain management changes made during the
past  two  years,  1,235,000 stock options have been cancelled, 200,000 at $0.50
and  1,035,000  at  $2.00.  Subsequent  to year-end, an additional 190,000 stock
options  were  cancelled,  40,000  at  $0.50  and  150,000  at  $2.00.

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

To  date,  a  total  of  24,000  stock  options have been exercised at $0.50 for
$12,000.  If the optionees exercise the remainder of these options as they vest,
we will receive approximately $1,375,000 in capital.  We estimate that the $0.50
options  granted  on  September  28,  2001  will result in non-cash compensation
expense  of  approximately  $48,000  that  we will recognize over the next three
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.  We  also  estimate  that  we  will  disclose in the notes to our
financial  statements  pro  forma compensation expense of approximately $372,000
over  the  next  three  years  in  accordance  with  the fair value based method
prescribed  in  SFAS  123.

The  Company  has  experienced recurring losses from operations and has negative
cash  flows  from operating activities for the years ended December 31, 2003 and
2002.  In  addition,  the  Company  has  a  working  capital  deficiency  of
approximately $753,000 and an accumulated deficit of approximately $1,448,000 as
of  December  31,  2003.  These  recurring  losses  and  our need for additional
capital  to  sustain operations has led to the "going concern" opinion issued by
our  independent  auditors.  In an effort to reach profitability and become less
dependent on the requirement to finance continuing operations, we are working to


                                       17
<PAGE>
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.

OUTLOOK:  ISSUES  AND  UNCERTAINTIES

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

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

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

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

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

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

Our  business involves a number of risks inherent in operating a direct response
television  business.  The production of infomercials and purchase of media time
for  television  involves  significant  advance  expenditures.  A  short-form
infomercial  generally costs around $15,000-$18,000 to produce, while production
costs  for  a  long-form infomercial are generally around $120,000-$180,000.  We
are  dependent  on  the  success of the infomercials we produce and the public's
continued  acceptance  of  infomercials  in general.  If our infomercials do not
generate  consumer  support and create brand awareness and we cannot recover the
initial  money  we  spend  on  production and media time, we will not be able to
recoup  the  advance expenditures and may go out of business if new products and
additional  capital  are  not  available.

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

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


                                       18
<PAGE>
IF  WE  CANNOT  PROTECT  OUR INTELLECTUAL PROPERTY RIGHTS, OUR OPERATING RESULTS
--------------------------------------------------------------------------------
WILL  SUFFER,  AND  YOU  COULD  ULTIMATELY  LOSE  YOUR  INVESTMENT.
-------------------------------------------------------------------

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

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

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

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

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

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

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

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

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


                                       19
<PAGE>
     -    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, 89,364,812
shares,  or  approximately 89%, remain unissued.  The board of directors has the
power to issue such shares without shareholder approval.  None of our 20,000,000
authorized  preferred  shares  are  issued.  We fully intend to issue additional
common shares or preferred shares in order to raise capital to fund our business
operations  and  growth  objectives.

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

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

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

Our  executive  officers  and  directors own or exercise full or partial control
over  approximately  71%  of  our  outstanding common stock.  As a result, other
investors  in  our  common  stock  may  not  have  much  influence  on corporate
decision-making.  In  addition,  the  concentration  of  control over our common
stock  in the executive officers and directors could prevent a change in control
of  ICTV.

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

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

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

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

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

We  have  not  paid  dividends  on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.  The board of directors
has  sole  authority to declare dividends payable to our stockholders.


                                       20
<PAGE>
The  fact  that  we  have not and do not plan to pay dividends indicates that we
must  use  all  of  our  funds  generated  by operations for reinvestment in our
operating  activities. Investors also must evaluate an investment in our Company
solely  on  the  basis  of  anticipated  capital  gains.

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

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

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

Financial  statements  and supplementary data are set forth on pages F-1 through
F-19.  The  financial statements filed in connection with the September 30, 2003
10-QSB did not include a report of independent certified public accountants. The
financial  statements  and  corresponding  Form  10-QSB  for  the  period ending
September  30,  2003  have  been  reviewed.

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 decisions regarding
required  disclosure based closely on the definition of "disclosure controls and
procedures"  in  Rule  13a-14(c).  In  designing  and  evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no  matter how well designed and operated, can provide only reasonable assurance
of  achieving the desired control and objectives, and management necessarily was
required  to  apply  its judgment in evaluating the cost-benefit relationship of
possible  controls  and  procedures.

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

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


                                    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      54  Chief Executive Officer, Secretary and Director
Patrick Lavin      38  Chief Financial Officer
William R. Flohr   42  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.

Louis  J.  Basenese resigned from the Board of Directors and as President of the
Company on February 14, 2003.  At that time, Kelvin Claney assumed the duties of
President  in  addition to his Chief Executive Officer and Secretary duties.  On
April  2,  2003 Stephen Jarvis resigned from the Board of Directors.  Tim Crosby
resigned  from  the  Board  of  Directors  on  May  2,  2003.

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


                                       21
<PAGE>
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. Mr. Claney
devotes  100%  of  his  working  energy  to  ICTV.

PATRICK  LAVIN  -  CHIEF  FINANCIAL  OFFICER

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

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

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

WILLIAM  R.  FLOHR  -  DIRECTOR

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

SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Control  persons, including all directors and executive officers, of our Company
are required by Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), to report to the SEC their transactions in, and beneficial
ownership  of,  the  Company's  common stock, including any grants of options to
purchase  common  stock.  The effective date of our registration statement under
the  Exchange  Act, February 25, 2002, occurred after the end of the fiscal year
ended  December 31, 2001.  To the best of the Company's knowledge, the Company's
insiders  filed  Forms  3  with  the  SEC  on  February  25,  2002.

Audit Committee and Code of Ethics
----------------------------------

The  Company has not formally appointed an audit committee, and the entire Board
of  Directors (two persons) currently serves the function of an audit committee.
The  Company  has  not  made  a determination as to whether any of its directors
would  qualify  as an audit committee financial expert.  The Company has not yet
adopted  a  code  of  ethics applicable to its chief executive officer and chief
financial  officer,  or persons performing those functions, because of the small
number  of  persons  involved  in  management  of  the  Company.


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

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS

The  following  table  sets  forth  all compensation paid or earned for services
rendered  to  ICTV  in  all capacities during the years ended December 31, 2003,
2002  and  2001,  by  our  chief  executive  officer  and  president (the "Named
Officers").  No  executive officer received total annual salary, bonus and other
compensation  in excess of $100,000 in those periods.  No executive officer that
would  have  otherwise  been  included  in this table on the basis of salary and
bonus  earned  for  these fiscal years has been excluded by reason of his or her
termination  of employment or change in executive status during the fiscal year.

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE

                                                                    LONG  TERM  COMPENSATION
                                                              ---------------------------------
                                ANNUAL  COMPENSATION                  AWARDS            PAYOUTS
                           ---------------------------------  ------------------------  -------
NAME                                              OTHER       RESTRICTED   SECURITIES             ALL OTHER
AND                                               ANNUAL      STOCK        UNDERLYING   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        2003      77,000       nil        nil         nil          nil        nil        nil
(President and       2002      12,000       nil        nil         nil          nil        nil        nil
CEO) (1)             2001         nil       nil        nil         nil          nil        nil        nil
-------------------  ----  ----------  ---------  ----------  -----------  -----------  --------  ----------
Louis Basenese       2003       7,000       nil        nil         nil          nil        Nil        nil
(former President)   2002       7,000       nil        nil         nil      170,000(4)     nil        nil
(2)                  2001         nil       nil        nil         nil          nil        nil        nil
-------------------  ----  ----------  ---------  ----------  -----------  -----------  --------  ----------
Thomas Woolsey       2003         nil       nil        nil         nil          nil        nil        nil
(former President)   2002      37,500       nil        nil         nil          nil        nil        nil
(3)                  2001       1,000       nil        nil         nil       60,000(5)     nil        nil
<FN>

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

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

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


                                       23
<PAGE>
<TABLE>
<CAPTION>

        AGGREGATED OPTION / SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------
                                                       NUMBER OF SECURITIES
                                                      UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED IN-
                              SHARES                  OPTIONS/SARS AT FISCAL      THE-MONEY OPTIONS/SARS
                             ACQUIRED      VALUE           YEAR-END (#)           AT FISCAL YEAR-END ($)
                           ON EXERCISE   REALIZED
NAME                           (#)          ($)     EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
-------------------------  ------------  ---------  --------------------------  --------------------------
<S>                        <C>           <C>        <C>                         <C>

Kelvin Claney (President
and CEO)                       n/a           n/a               n/a                         n/a
-------------------------  ------------  ---------  --------------------------  --------------------------
Louis Basenese (former
President)                     n/a           n/a               n/a                         n/a
-------------------------  ------------  ---------  --------------------------  --------------------------
Thomas Woolsey (former
President)                     n/a           n/a           27,000/25,000                nil/10,800
-------------------------  ------------  ---------  --------------------------  --------------------------
</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
--------------------------------------------------------------------------------

The  following  table  sets  forth, as of March 30, 2004, our outstanding common
stock owned of record or beneficially by (1) each person who owned of record, or
was  known by us to own beneficially, more than 5% of our common stock, (2) each
executive  officer, (3) each director and (4) the shareholdings of all executive
officers  and  directors  as  a  group.  As of March 30, 2004, we had 10,635,188
shares  of  common  stock  issued  and  outstanding.

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

Kelvin Claney, President and Chief Executive Officer, Member
 of the Board of Directors (1)                                    7,416,510           66.6%
-------------------------------------------------------------  ------------  --------------
The Better Blocks Trust, declared January 1, 1994 (2)             7,396,510           66.4%
-------------------------------------------------------------  ------------  --------------
William Flohr, Member of the Board of Directors (3)                  80,000            0.8%
-------------------------------------------------------------  ------------  --------------
Patrick Lavin, Chief Financial Officer (4)                          403,014            3.8%
-------------------------------------------------------------  ------------  --------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A
GROUP - 3 INDIVIDUALS (5)                                         7,899,524           71.2%
-------------------------------------------------------------  ------------  --------------
</TABLE>

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

(1)  Includes  6,896,510  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.


                                       24
<PAGE>
(3)  Mr.  Flohr's  business address is 355 22nd Street, Santa Monica, California
     90402.
(4)  Mr.  Lavin's  business  address is 1201-700 W. Pender Street, Vancouver, BC
     V6C  1G8.
(5)  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.

EQUITY  COMPENSATION  PLAN  INFORMATION

The  following table sets forth information regarding our 2001 Stock Option Plan
as  of  the  year  ended  December  31,  2003:

<TABLE>
<CAPTION>
                                        (a)                        (b)                          (c)
                            ---------------------------  -----------------------  -------------------------------
                                                                                  NUMBER OF SECURITIES REMAINING
                            NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE       AVAILABLE FOR FUTURE ISSUANCE
                              ISSUED UPON EXERCISE OF       EXERCISE PRICE OF        UNDER EQUITY COMPENSATION
                               OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,      PLANS (EXCLUDING SECURITIES
PLAN CATEGORY                 WARRANTS AND RIGHTS(2)     WARRANTS AND RIGHTS(2)      REFLECTED IN COLUMN (a))
--------------------------  ---------------------------  -----------------------  -------------------------------
<S>                         <C>                          <C>                      <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY                          1,115,000  $                  1.53                        1,885,000
HOLDERS(1)
--------------------------  ---------------------------  -----------------------  -------------------------------
EQUITY COMPENSATION PLANS
NOT APPROVED BY SECURITY                           n/a                      n/a                              n/a
HOLDERS
--------------------------  ---------------------------  -----------------------  -------------------------------
TOTAL                                         1,115,000  $                  1.53                        1,885,000
--------------------------  ---------------------------  -----------------------  -------------------------------
<FN>
(1)  The 2001 Stock Option Plan was approved by the shareholders on February 26,
     2001.
(2)  Includes  40,000  options granted under the 2001 Stock Option Plan at $0.50
     per  share  and  150,000  options granted at $2.00 per share. In connection
     with  Mr.  Solley's  departure  from ICTV effective January 18, 2004, these
     options  were  cancelled. As at March 30, 2004, the number of securities to
     be  issued  upon  exercise of outstanding options is 925,000 shares, with a
     weighted  average  of  $1.50  per  share.
</TABLE>

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


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

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

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


                                       25
<PAGE>
We  have  received  short-term  advances  from  Kelvin  Claney.  The outstanding
balance  of  the advances received from Mr. Claney was approximately $422,000 as
of  December  31,  2003,  and  approximately  $289,000  as of December 31, 2002.
Interest  rates  charged  during  these  periods  ranged  from  5.75%  to 15.5%.

We  have an ongoing third-party arrangement with Positive Response Vision, Inc.,
of  which  our former director Stephen Jarvis is president. Under the agreement,
Positive  Response Vision, Inc. acts as a third-party distributor for certain of
our  products, including Smart Stacks(TM) and Derma Wand(TM). In some instances,
the  third-party  agreement we have with Positive Response Vision, Inc. has been
based  on  a  per unit royalty, but in most cases Positive Response Vision, Inc.
purchases units from us at an agreed price. We received approximately $61,000 of
our  total  revenues  from  sales  to  Positive Response Vision, Inc. during the
fiscal  year  ended  December  31,  2003, and approximately $57,000 of our total
revenues  during  the  fiscal  year  ended  December  31,  2002.

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

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). During the fiscal year ended
December  31, 2002, we recognized approximately $75,000 of revenue from sales of
Cybersonic(TM),  and  we  paid  Amden  Corp.  approximately  $56,000.

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


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

EXHIBITS

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

*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

*    Filed  herewith

REPORTS  ON  FORM  8-K

n/a


                                       26
<PAGE>
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 $71,251 in
2002  and  approximately  $52,000  in  2003.


                                       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:  April  14,  2004        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:  April  14,  2004
             -------------------------------           ----------------
             Name:  Kelvin Claney
             Title: President and CEO,
             Secretary and Director


       By:   /s/  Patrick Lavin                 Date:  April  14,  2004
             -------------------------------           ----------------
             Name:  Patrick Lavin
             Title: Chief Financial Officer


        By:  /s/  William R. Flohr              Date:  April  14,  2004
             -------------------------------           ----------------
             Name:  William R. Flohr
             Title: Director


                                       28
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                    INTERNATIONAL COMMERCIAL TELEVISION INC.

Independent  Auditor's  Report,  dated  April  13,  2004  . . . . . . . . . .F-1

Consolidated  Balance Sheets as of December 31, 2003 and 2002 (audited) . . .F-2

Consolidated  Statements of Operations for the years ended
December 31, 2003 and 2002  (audited) . . . . . . . . . . . . . . . . . . . .F-3

Consolidated  Statements  of  Shareholders'  Deficit as at
December 31, 2003 and 2002  (audited) . . . . . . . . . . . . . . . . . . . .F-4

Consolidated  Statements of Cash Flows for the years ended
December 31, 2003 and 2002  (audited) . . . . . . . . . . . . . . . . . . . .F-5

Notes  to  the  Consolidated  Financial  Statements . . . . . . . . . . . . .F-6


<PAGE>




                    INTERNATIONAL COMMERCIAL TELEVISION INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                      AND
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                           DECEMBER 31, 2003 AND 2002






<PAGE>
REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

To  the  Board  of  Directors  and  Shareholders  of
International  Commercial  Television  Inc.  and  Subsidiaries
Bainbridge  Island,  Washington


We  have  audited  the accompanying consolidated balance sheets of International
Commercial  Television  Inc.  and Subsidiaries as of December 31, 2003 and 2002,
and the related consolidated statements of operations, shareholders' deficit and
cash  flows  for  the years then ended.  These consolidated financial statements
are  the  responsibility  of  the Company's management. Our responsibility is to
express  an  opinion  on  these  consolidated  financial statements based on our
audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
International  Commercial  Television  Inc.  and Subsidiaries as of December 31,
2003 and 2002, and the results of its consolidated operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue as a going concern.  As discussed in Note 12 to the
consolidated  financial statements, the Company has experienced recurring losses
from  operations,  has  negative  working  capital,  and  negative  equity as of
December 31, 2003 which raise substantial doubt about its ability to continue as
a  going  concern.  Management's  plans  in  regard  to  these  matters are also
described  in Note 12.  The consolidated financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.





/s/  Moore  Stephens  Wurth  Frazer  and  Torbet,  LLP
City  of  Industry,  California
April  13,  2004


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

                           CONSOLIDATED BALANCE SHEETS
                         AS OF DECEMBER 31, 2003 AND 2002
                         --------------------------------

                                                           2003          2002
                                                       ------------  ------------
<S>                                                    <C>           <C>
                          ASSETS
                          ------

CURRENT ASSETS:
    Cash                                               $    31,065   $    21,008
    Accounts receivable                                     17,926        21,750
    Inventory, net                                          24,523            50
    Prepaid expenses and deposits                           18,542        52,110
                                                       ------------  ------------
        Total current assets                                92,056        94,918
                                                       ------------  ------------

PROPERTY AND EQUIPMENT:
    Furniture and equipment                                110,869       116,279
    Less accumulated depreciation                           48,528        21,239
                                                       ------------  ------------
        Property and equipment, net                         62,341        95,040
                                                       ------------  ------------

          Total assets                                 $   154,397   $   189,958
                                                       ============  ============


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

CURRENT LIABILITIES:
    Accounts payable and accrued liabilities           $   409,981   $   198,335
    Due to related parties                                 434,699       359,830
                                                       ------------  ------------
        Total current liabilities                          844,680       558,165
                                                       ------------  ------------

NOTE PAYABLE AND ACCRUED INTEREST TO
    SHAREHOLDER                                            590,723       729,588
                                                       ------------  ------------

SHAREHOLDERS' DEFICIT:
    Common stock                                               534           490
    Common stock committed                                       -        37,500
    Additional paid-in-capital                             254,287       325,131
    Accumulated deficit                                 (1,447,827)   (1,266,916)
    Unearned compensation                                  (88,000)     (194,000)
                                                       ------------  ------------
        Total shareholders' deficit                     (1,281,006)   (1,097,795)
                                                       ------------  ------------

          Total liabilities and shareholders' deficit  $   154,397   $   189,958
                                                       ============  ============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

                                                   2003         2002
                                                -----------  -----------
<S>                                             <C>          <C>


NET SALES                                       $1,086,353   $1,626,861
COST OF SALES                                      503,046      778,094
                                                -----------  -----------
GROSS PROFIT                                       583,307      848,767
                                                -----------  -----------

OPERATING EXPENSES:
  Depreciation                                      28,732       16,078
  General and administrative                       594,631      751,518
  Selling and marketing                            102,196      369,524
  Royalties                                        120,707      157,899
  Rent                                              41,787       38,603
                                                -----------  -----------
        Total operating expenses                   888,053    1,333,622
                                                -----------  -----------

OPERATING LOSS                                    (304,746)    (484,855)

OTHER EXPENSES:
  Interest expense                                  15,030       40,816
  Interest expense, shareholder                      9,618       33,385
                                                -----------  -----------
        Total other expenses                        24,648       74,201
                                                -----------  -----------

OTHER INCOME:
  Gain on forgiveness of note payable interest     148,483            -
                                                -----------  -----------

LOSS BEFORE INCOME TAXES                          (180,911)    (559,056)

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

NET LOSS                                        $ (180,911)  $ (559,056)
                                                ===========  ===========

BASIC LOSS PER SHARE                            $    (0.02)  $    (0.05)
                                                ===========  ===========

FULLY DILUTED LOSS PER SHARE                    $    (0.02)  $    (0.05)
                                                ===========  ===========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.


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

                                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                                       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                       ----------------------------------------------


                                   Common Stock          Common     Additional
                             ------------------------  -----------  ----------
                                 $0.001 par value        Stock       Paid-In     Accumulated      Unearned
                             ------------------------  -----------  ----------  -------------  --------------
                                Shares       Amount     Committed    Capital       Deficit      Compensation      Totals
                             ------------  ----------  -----------  ----------  -------------  --------------  ------------
<S>                          <C>           <C>         <C>          <C>         <C>            <C>             <C>
Balances, January 1, 2002     10,249,500   $     150   $        -   $ (11,873)  $   (707,860)  $    (280,000)  $  (999,583)

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

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

Stock options cancelled                -           -            -     (47,200)             -          47,200             -

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

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

Net loss                               -           -            -           -       (559,056)              -      (559,056)
                             ----------------------------------------------------------------------------------------------
Balances, December 31,
  2002                        10,589,188         490       37,500     325,131     (1,266,916)       (194,000)   (1,097,795)

Issuance of common stock          49,000          49      (37,500)     49,451              -               -        12,000

Common stock returned to
  treasury and cancelled          (5,000)         (5)           -      (7,495)             -               -        (7,500)

Stock options cancelled                -           -            -    (112,800)             -         112,800             -

Amortization of deferred
  compensation under non-
  qualified stock option plan          -           -            -           -              -          (6,800)       (6,800)

Net loss                               -           -            -           -       (180,911)              -      (180,911)
                             ----------------------------------------------------------------------------------------------

Balances, December 31,
  2003                        10,633,188   $     534   $        -   $ 254,287   $ (1,447,827)  $     (88,000)  $(1,281,006)
                             ==============================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.


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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                           2003        2002
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                              $(180,911)  $(559,056)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
    Depreciation                                                           28,732      16,078
    Gain on disposition of property and equipment                          (1,443)          -
    Amortization of deferred compensation under nonqualified
      stock option plan                                                    (6,800)     38,800
    Decrease (increase) in accounts receivable                              3,824     (21,750)
    Decrease in related party receivable                                        -      21,063
    (Increase) decrease in inventory                                      (24,473)        350
    Decrease (increase) in prepaid expenses                                33,568     (33,235)
    Increase in accounts payable and accrued liabilities                  211,646      91,947
                                                                        ----------  ----------
      Net cash provided by (used in) operating activities                  64,143    (445,803)
                                                                        ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from disposition of property and equipment                       2,867           -
  Additions to property and equipment                                      (1,957)    (19,222)
                                                                        ----------  ----------
      Net cash provided by (used in) investing activities                     910     (19,222)
                                                                        ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in bank overdraft                                                    -      (1,792)
  Advances from related parties                                           279,783     256,976
  Payments to related parties                                            (204,914)   (274,508)
  Accrued interest on note payable to shareholder                        (138,865)     40,816
  Common stock issuance for consulting services                                 -      75,000
  Common stock committed for consulting services                                -      37,500
  Common stock cancelled and returned to treasury                          (3,000)          -
  Proceeds from issuance of common stock                                   12,000     352,041
                                                                        ----------  ----------
    Net cash(used in)  provided by financing activities                   (54,996)    486,033
                                                                        ----------  ----------

NET INCREASE IN CASH                                                       10,057      21,008

CASH, beginning of the period                                              21,008           -
                                                                        ----------  ----------

CASH, end of period                                                     $  31,065   $  21,008
                                                                        ==========  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest expense paid                                                 $  13,149   $  33,394
                                                                        ==========  ==========
  Income taxes paid                                                     $       -   $       -
                                                                        ==========  ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION:
  Forgiveness of accrued interest on related party note payable         $ 148,483   $       -
                                                                        ==========  ==========
  Common stock cancelled and returned to treasury                       $   4,500   $       -
                                                                        ==========  ==========
  Deferred charges representing stock offering costs                    $       -   $ 124,996
                                                                        ==========  ==========
  Issuance of common stock for the addition of furniture and equipment  $       -   $  82,500
                                                                        ==========  ==========
  Issuance of common stock for consulting services                      $       -   $  75,000
                                                                        ==========  ==========
  Common stock cancelled and returned to treasury                       $       -   $  37,500
                                                                        ==========  ==========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.


                                      F-5
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

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

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

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

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

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  accounts  have  been  eliminated.

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

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


                                      F-6
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51," effective February
1,  2003.  Interpretation  No. 46 requires the primary beneficiary of a variable
interest  entity  ("VIE")  to  consolidate  the VIE under certain circumstances.
Interpretation  No.  46  is effective for all new VIEs created or acquired after
January  31,  2003.  For  VIEs  created  or  acquired prior to February 1, 2003,
Interpretation  No.  46  must  be applied for the first interim or annual period
beginning  after  December  15,  2003.  The  Company  will  comply  with  this
pronouncement beginning in 2004.  The adoption of this statement is not expected
to have a significant impact on the financial condition or results of operations
of  the  Company.

In  April  2003, the FASB issued Statement of Financial Accounting Standards No.
149,  "Amendment  of  Statement  133  on  Derivative  Instruments  and  Hedging
Activities,"  effective  July  1,  2003.  SFAS  No.  149  amends  and  clarifies
financial accounting and reporting for derivative instruments, including certain
derivative  instruments  embedded in other contracts, and for hedging activities
entered into after June 30, 2003, under SFAS No. 133, "Accounting for Derivative
Instruments  and Hedging Activities."  The Company has applied the provisions of
SFAS  No.  149  prospectively upon adoption.  The adoption of this statement did
not  have  a  significant  impact  on  the  financial  condition  or  results of
operations  of  the  Company.

In  May  2003,  the  FASB issued Statement of Financial Accounting Standards No.
150,  "Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities  and  Equity,"  effective  July  1,  2003.  SFAS No. 150 establishes
standards  for  how  an  issuer  classifies  and  measures  certain  financial
instruments  with  characteristics of both liabilities and equity.  The adoption
of  this  statement did not have a significant impact on the financial condition
or  results  of  operations  of  the  Company.

In  December  2003, the FASB revised Statement of Financial Accounting Standards
No  132  (revised  2003),  "Employer's  Disclosure about Pensions and Other Post
Retirement  Benefits," ("SFAS No. 132(R)").  SFAS No. 132(R) amends SFAS No. 87,
"Employers'  Accounting  for  Pensions," SFAS No. 88, "Employers' Accounting for
Settlements  and  Curtailments  of  Defined  Benefit  Pension  Plans  and  for
Termination  Benefits,"  and  SFAS  No.  106,  "Employers'  Accounting  for
Postretirement  Benefits  Other  Than  Pensions."  This  Statement  retains  the
disclosure requirements contained in SFAS No. 132, "Employers' Disclosures about
Pensions  and  Other  Postretirement  Benefits,"  which  it  replaces.  It  also
requires  additional disclosures to those in the original SFAS No. 132 about the
assets,  obligations,  cash  flows,  and  net  periodic  benefit cost of defined
benefit  pension  plans  and  other  defined  benefit postretirement plans.  The
adoption  of  this  statement did not have a significant impact on the financial
condition  or  results  of  operations  of  the  Company.

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

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

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

Financial instruments, which potentially subject the Company to concentration of
credit  risk, include cash and trade receivables.  The Company maintains cash in
bank  accounts  that,  at  times,  may  exceed  federally insured limits.  As of
December  31,  2003,  the  Company  did  not  exceed  the  federally  insured


                                      F-7
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


limit.  The Company has not experienced any losses in such accounts and believes
it  is not exposed to any significant risks on its cash in bank accounts.  As of
December  31, 2003 and December 31, 2002, all of the Company's trade receivables
were  due  from  four  and  two  customers,  respectively.

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

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

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

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

Inventory
---------

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

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

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

Long-term  assets  of  the  Company  are  reviewed  annually as to whether their
carrying  value has become impaired.  Management considers assets to be impaired
if  the  carrying  value  exceeds  the  future projected cash flows from related
operations.  Management  also  re-evaluates  the  periods  of  amortization  to
determine  whether subsequent events and circumstances warrant revised estimates
of useful lives.  As of December 31, 2003, management expects these assets to be
fully  recoverable.

Depreciation  expense  amounted  to  $28,732  and  $16,078  for  the years ended
December  31,  2003  and  2002,  respectively.

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

Shipping  and  handling costs are included in cost of sales.  Amounts paid to us
by  customers  for  shipping  and  handling  charges  are included in net sales.

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

Research  and  development  costs  are  expensed as incurred 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.


                                      F-8
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


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

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

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

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

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

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

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

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

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


                                      F-9
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

The  following  is  a  summary of stock options granted under the existing stock
option  plan  for  the  years  ended  December  31,  2003  and  2002:

<TABLE>
<CAPTION>
                                              Number of Shares
                                  -----------------------------------------
                                                        Non-                 Exercise
                                                     ----------              ---------
                                      Employee        Employee     Totals      Price
                                  -----------------  ----------  ----------  ---------
<S>                               <C>                <C>         <C>         <C>
Balance, January 1, 2002                   350,000   1,125,000   1,475,000
    Granted on December 31, 2002                 -     685,000     685,000   $    1.50
    Cancelled during the year                    -     (86,000)    (86,000)  $    0.50
    Cancelled during the year                    -    (435,000)   (435,000)  $    2.00
                                  -----------------  ----------  ----------

Balance, December 31, 2002                 350,000   1,289,000   1,639,000
    Cancelled during the year              (50,000)    (24,000)    (74,000)  $    0.50
    Cancelled during the year             (300,000)   (150,000)   (450,000)  $    2.00
                                  -----------------  ----------  ----------

Balance, December 31, 2003                       -   1,115,000   1,115,000
                                  =================  ==========  ==========
</TABLE>

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

During the year ended December 31, 2003, there were no options granted.

Following are the weighted average assumptions used for the year ended December
31, 2002.

Risk-free interest rate     4.00%
Expected dividend yield        -
Expected lives           5 years
Expected volatility         69.0%

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 loss and
loss  per  share  would  have  been  as follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                                  2003        2002
                                                               ----------  ----------
<S>                                                            <C>         <C>
Net loss as reported                                           $(180,911)  $(559,056)
Deduct:
  Total stock based employee compensation determined under
  fair value method for all awards, net of related tax effects    (4,821)    118,066
                                                               ----------  ----------

  Pro forma net loss                                           $(176,090)  $(677,122)
                                                               ==========  ==========

Earnings per share:
  Basic - as reported                                          $   (0.02)  $   (0.05)
                                                               ==========  ==========
  Basic - pro forma                                            $   (0.02)  $   (0.06)
                                                               ==========  ==========

  Diluted - as reported                                        $   (0.02)  $   (0.05)
                                                               ==========  ==========
  Diluted - pro forma                                          $   (0.02)  $   (0.06)
                                                               ==========  ==========
</TABLE>

The  proforma  adjustments  for  the  year  ended  December 31, 2003 includes an
adjustment  For  forfeitures  of  $166,140.


                                      F-10
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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.

Method  of  Presentation
------------------------

Certain  amounts  in  the  2002  financial  statements have been reclassified to
conform  to  the  2003  presentation.


NOTE  2  -  BUSINESS  ACQUISITION

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

The option exercise price is the issuance of an additional 500,000 shares of the
Company's  common  stock.  Upon  the exercise of the option, the assets acquired
will  be  recorded  at  BBIL's  historical  cost.

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

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


NOTE  3  -  DEFERRED  CHARGES

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


NOTE  4  -  LICENSE  AND  RECONVEYANCE  AGREEMENTS

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



                                      F-11
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  4  -  LICENSE  AND  RECONVEYANCE  AGREEMENTS  (CONTINUED)

RJML,  they  can  demand to reconvey all grants previously given to the Company.
The license agreements are in effect until WSL and RJML exercise their rights to
demand  reconveyance.


NOTE  5  -  FINANCIAL  INSTRUMENTS

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

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


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES

Smart Stacks(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  is  five  years  starting  May 18, 1998. The agreement
automatically  and  continually renews for successive additional five-year terms
unless  RJML  is  in material default and is notified in writing at least thirty
days  prior  to  the  end  of the then current term that the inventor intends to
terminate  the  agreement.

On  July  1,  1998,  RJML entered into a production agreement with The Broadcast
Arts  Group,  Inc. ("BAG") for the creation of infomercials of Smart Stacks(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
-----------

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

                                      F-12
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

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

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

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

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

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

On  April  16, 2002, the Company entered into an exclusive license and marketing
agreement  with  Select  Home  Products  ("SHP").  SHP has granted the exclusive
right  to  market  a  pen-style  nail  decorating device in the United States of
America.  In  consideration  for the right received, the Company shall pay SHP a
royalty  based  on a fully packed kit of ten units of single color of the device
or  the  pro-rata  equivalent  per  individual unit of color of the device.  The
initial  term  of  the  agreement  is  five  years starting April 16, 2002.  The
agreement  automatically  and  continually renews for successive additional five
year  terms  unless  the  Company  is  in  default.

The  Company  has committed to purchase from SHP $100,000 worth of the device by
July  31, 2002.  As of December 31, 2002, the Company had not purchased $100,000
worth  of  the device.  SHP has agreed to extend the deadline until such time as
the $100,000 commitment has been met.  In addition, the Company has committed to
purchase on an annual basis beginning July 31, 2002, for five consecutive years,
the  following  amounts  of  single  units  of  color  of  the  device:

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

In  April  2003, the Company sold certain trademarks, a domain name, copyrights,
infomercials and inventory, all relating to Nail Dazzle to a retail distribution
company  (the  "Purchaser").  All  commitments  entered  into  by the Company in
connection  with  Nail  Dazzle  have  been  transferred  to  and  assumed  by


                                      F-13
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

the Purchaser.  In consideration for the sale, SHP has agreed to pay the Company
a  fixed  percentage  of  royalty  payments  received  from  the  Purchaser.

SprintR
-------

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

Bondzalot
---------

On  July  8,  2002,  the  Company  entered  into  an  exclusive  marketing  and
distribution  agreement  with  an  individual  in  connection  with  a  range of
specialty  adhesive  products  ("Products").  The  individual  has  granted  the
exclusive  right  to  market  through  all forms of distribution a product to be
known  as  Bondzalot(TM) in all countries throughout the world other than Canada
and  the  United  Kingdom, and on a non-exclusive basis in Canada and the United
Kingdom.  In consideration for the right received, the Company shall, at its own
expense,  produce and test broadcast a long-form infomercial ("Program") and pay
a royalty on a per unit basis at a price to be determined. The Company agrees to
purchase  a  minimum  of  $250,000  worth  of Products from the individual on an
annual basis, commencing from the date the Program is test broadcasted (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.

IBIZ
----

On  September  6,  2002, the Company entered into an exclusive license agreement
with  IBIZ, Inc. and its principal (collectively, "IBIZ").  IBIZ has granted the
exclusive  right,  subject  to  certain conditions, to market certain automotive
care  and  appearance  products  through  almost  all forms of distribution on a
worldwide  basis.

In  consideration  for  the  right  received, the Company shall pay a royalty at
varying  rates  depending on various scenarios starting at $0.50 per kit.  For a
certain  period  of  time,  IBIZ  will  also  grant to the Company the option to
purchase  certain  assets,  including  but  not  limited  to,  all  formulas,
specifications,  technical  drawings, patents, trademarks, copyrights, and trade
secrets  for the sum of $3 million, payable as to $1 million cash and $2 million
by  way  of the issuance of a promissory note with interest at Chase Manhattan's
prime  plus  2%  per  annum,  principal  and  interest  payable  in  quarterly
installments over three years and prepayable in full without penalty or premium.
The  initial  term of the agreement is five years starting September 6, 2002 and
shall  continue  in full force and effect unless terminated by mutual agreement.
Upon  expiration  of the initial five-year term, the agreement automatically and
continually renews for successive additional five-year terms, unless the Company
notifies  IBIZ  at  least  30  days  before  the  end  of the then current term.

                                      F-14
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

IBIZ  (continued)
-----------------

During  the  year,  the  Company  cancelled  its  agreement  with  IBIZ,  Inc.

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

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

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

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

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

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

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

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

For the period from April 1, 2000 through December 31, 2003, the Company did not
maintain  product  liability  insurance  for  all  products  sold.  For  certain
products, the Company is listed as an additional insured party under the product
manufacturers'  insurance  policy.  At  present,  management is not aware of any
claims  against  the  Company  for  any  products  sold.

On September 28, 2002, the Company entered into an operating lease agreement for
office  facilities  from  an unrelated party for approximately $2,100 per month.
The  lease  expired  on  October  1,  2003.


                                      F-15
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

On  October  15, 2002, the Company entered into an operating lease agreement for
office  facilities  for its international operations from an unrelated party for
approximately  $3,600 per month for the first 12 months and approximately $4,000
per  month  for  the subsequent 24 months.  The term of the lease is three years
commencing  January  1,  2003  and  ending  December  31,  2005.


NOTE  7  -  RELATED  PARTY  TRANSACTIONS

The Company has received short-term advances from a shareholder.  These advances
amounted to $422,391 and $288,656 as of December 31, 2003 and December 31, 2002,
respectively.  Interest  rates charged during these periods ranged from 5.25% to
15.5%.  These  advances  are  included  in  "Due  to  related  parties"  on  the
accompanying  consolidated  balance  sheets.

The  Company  has  received  short-term advances from shareholders, officers and
directors  of the Company.  These advances amounted to $12,308 and $71,174 as of
December  31,  2003 and December 31, 2002, respectively.  These advances bear no
interest  and  are due on demand.  It is anticipated that these advances will be
paid  within  one year.  These advances are included in "Due to related parties"
on  the  accompanying  consolidated  balance  sheets.

The  Company  has  a  note  payable  to a shareholder in the amount of $590,723.
During  the  year,  the  shareholder  agreed  to  forego  all  interest  owed in
connection  with  this note and has amended the note to reflect this.  A gain of
$148,483  ($0.01  per  share) has been recorded in connection with the amount of
accrued  interest  forgiven  on  the  note.  The  note  is  unsecured.

The  Company has made sales to entities controlled by directors and shareholders
of  the Company.  Sales to these entities amounted to approximately $199,000 and
$132,000  for  the  years  ended  December  31, 2003 and 2002, respectively.  In
addition,  as of December 31, 2003, the Company has a receivable from one of the
entities  controlled  by  a director, amounting to $4,500 for product sales.  No
such  receivable  existed  as  of  December  31,  2002.

The Company has made purchases from entities controlled by a common director and
a shareholder.  Purchases from these entities amounted to approximately $182,000
and  $56,000  for  the  years  ended  December  31, 2003 and 2002, respectively.


NOTE  8  -  CAPITAL  TRANSACTIONS

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

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

In  December  2002,  the  Company committed 25,000 shares of its common stock at
$1.50  per  share  for  consulting services totaling $37,500.  These shares were
issued  on  January  9,  2003.


                                      F-16
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  8  -  CAPITAL  TRANSACTIONS  (CONTINUED)

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, 24,000 options were exercised at $0.50 per share, for a total
of  $12,000.


NOTE  9  -  BASIC  AND  FULLY  DILUTED  LOSS  PER  SHARE

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

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

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

<TABLE>
<CAPTION>
                                             Income        Shares       Per Share
                                          ------------  -------------  -----------
For the year ended December 31, 2003:     (Numerator)   (Denominator)    Amount
----------------------------------------  ------------  -------------  -----------
<S>                                       <C>           <C>            <C>
Basic and fully diluted income per share
----------------------------------------

Loss available to common shareholders     $  (180,911)     10,621,448  $    (0.02)
                                          ============  =============  ===========


                                             Income        Shares       Per Share
                                          ------------  -------------  -----------
For the year ended December 31, 2002:      (Numerator)  (Denominator)     Amount
----------------------------------------  ------------  -------------  -----------

Basic and fully diluted income per share
----------------------------------------

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


                                      F-17
<PAGE>
                     INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  10  -  INCOME  TAXES

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

The  Company  had net operating losses of approximately $1,581,000 related to US
federal, foreign and state jurisdictions through December 31, 2003.  Utilization
of  net  operating  losses,  which  begin to expire at various times starting in
2021,  may  be  subject  to  certain  limitations.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts  used  for  income  tax  purposes.

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

<TABLE>
<CAPTION>
                                 2003          2002
                             ------------  ------------
<S>                          <C>           <C>

Net operating loss           $   324,000   $   332,000
Basis of investments           2,327,000     2,430,000
Basis of intangibles             428,000       428,000
Basis of stock options           103,000             -
Accumulated amortization         106,000       (80,000)
Accumulated depreciation          (8,000)       (8,000)
State taxes                     (133,000)     (126,000)
---------------------------  ------------  ------------
  Total deferred tax assets    3,147,000     2,976,000
Valuation allowance           (3,147,000)   (2,976,000)
---------------------------  ------------  ------------
  Net deferred tax assets    $         -   $         -
---------------------------  ============  ============
</TABLE>


                                      F-18
<PAGE>
                    INTERNATIONAL COMMERCIAL TELEVISION INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  11  -  SEGMENT  REPORTING

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

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

<TABLE>
<CAPTION>
                               For the year ended December 31, 2003     For the year ended December 31, 2002
                             ---------------------------------------  ----------------------------------------
                             Domestic    International     Totals      Domestic    International     Totals
                             ---------  ---------------  -----------  ----------  ---------------  -----------
<S>                          <C>        <C>              <C>          <C>         <C>              <C>
Net sales                    $ 189,368  $      896,985   $1,086,353   $  57,748   $    1,569,113   $1,626,861
Cost of sales                   25,784         477,262      503,046      22,465          755,629      778,094
                             ---------  ---------------  -----------  ----------  ---------------  -----------
Gross profit                   163,584         419,723      583,307      35,283          813,484      848,767
                             ---------  ---------------  -----------  ----------  ---------------  -----------

Operating expenses:
  Depreciation                   5,008          23,724       28,732         571           15,507       16,078
  General and
    administrative             103,653         490,978      594,631      26,676          724,842      751,518
  Selling and marketing         17,814          84,382      102,196      13,117          356,407      369,524
  Royalties                     21,041          99,666      120,707       5,605          152,294      157,899
  Rent                           7,284          34,503       41,787      38,603                -       38,603
                             ---------  ---------------  -----------  ----------  ---------------  -----------
Total operating expense        154,800         733,253      888,053      84,572        1,249,050    1,333,622
                             ---------  ---------------  -----------  ----------  ---------------  -----------

Operating income (loss)      $   8,784  $     (313,530)  $ (304,746)  $ (49,289)  $     (435,566)  $ (484,855)
                             =========  ===============  ===========  ==========  ===============  ===========
</TABLE>

NOTE  12  -  GOING CONCERN CONSIDERATIONS

The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern and do not include any adjustments
to  reflect  the  possible  future  effects  on the recoverability of assets and
liquidation  of  liabilities that may result from this uncertainty.  The Company
has  experienced  recurring  losses from operations and the Company had negative
cash  flows  from operating activities for the years ended December 31, 2003 and
2002.  In  addition,  the  Company  has  a  working  capital  deficiency  of
approximately $750,000 and an accumulated deficit of approximately $1,450,000 as
of  December  31,  2003.  These considerations raise substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.  Management is actively
pursuing  additional  financing to fund the current operating losses and working
capital  deficiency.


NOTE  13  -  SUBSEQUENT  EVENT

Subsequent to year-end, 190,000 option shares that were granted on September 28,
2001  were  cancelled.  40,000  of  these option shares had an exercise price of
$.50  and  150,000  options  shares  had  an  exercise  price  of  $2.00.


                                      F-19
<PAGE>