SecProbe.io

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Mail Stop 0308							May 6, 2005

Daniel M. Fasano, President
ONTV, Inc.
2444 Innovation Way, Bldg. 10
Rochester, NY 14624

Re:	ONTV, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 7, 2005

      Form 10-QSB for the quarter ended December 31, 2004
      Filed February 22, 2005

File No. 0-29249

Dear Mr. Fasano:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A

General
1. We note the transaction you are proposing to shareholders
involves
the sale of substantially all your assets to your president.  If
approved, the transaction will result in you having essentially no
assets or ongoing business operations.  Although you currently
have
more than 300 shareholders of record and the transaction does not
directly impact the number of shareholders, it does seem
reasonably
likely that following the transaction you will seek to reduce your
number of shareholders and thereby cease reporting as a Section 12
company.  As a result, the proposed transaction may be the first
in a
series of transactions having a going private effect.  Please tell
us
in reasonable detail what consideration you have given to the
application of Rule 13e-3 to this transaction.
2. As the proposed transaction involves the sale of substantially
all
your assets in exchange for essentially a note receivable, you
must
provide the financial information required by paragraphs (b)(8) -
(11) of Item 14 of Schedule 14A.  In this regard, please
understand
that when you include pro-forma financial statements that reflect
the
impact of this contemplated transaction, you need to begin with
your
historical financial statements and show the deletion of the
business
to be sold along with the pro forma adjustments necessary to
arrive
at the remainder of the existing entity.  Refer to Article 11 of
Regulation S-X.
3. In addition, please provide the financial statements required
by
paragraph (c)(2) of Item 14 of Schedule 14A.  In this regard,
please
understand that it is not sufficient to attach your Form 10-KSB to
your proxy statement.  You also must include in the Schedule 14A
or
incorporate by reference the information set forth in Item 14 of
Form
S-4.  Please refer to paragraphs (c)(2) and (e) of Item 14.
Finally,
if you intend to rely on paragraphs (e)(2) on Item 14, please
disclose in the proxy statement that you are both including the
annual report with and incorporating by reference the annual
report
into your proxy statement.
4. It is unclear whether the agreement to sell substantially all
your
assets has been executed.  If the agreement has been executed,
then
it appears to be a material agreement not in the ordinary course
of
business.  In that case, please tell us why you did not file an
Item
1.01 Form 8-K to report the event.  Alternatively, if the
agreement
has not been executed, please clarify the fact in the proxy
statement
and discuss any risks arising  from it.

Proxy Statement
5. Since Mr. Daniel M. Fasano has the majority voting power,
please
alert the reader that shareholder approval of the asset sale
transaction is already assured, except in the circumstance of
shareholders owning at least 500,000 shares of your common stock
exercising their dissenting rights.  Please disclose the same fact
in
the Sale of Subsidiary and Related Assets section.

Principal Shareholders
6. Please integrate the two tables on beneficial ownership for
each
class of securities into a single table, preferably using multiple
columns, to show clearly the actual majority voting power, in
terms
of both the number and percentage of total votes, of Mr. Fasano in
light of the differential voting power of the shares of Series A
preferred stock he owns.
7. Please identify the person(s) who exercise(s) voting and
investment control over the common stock held of record by Conrad
Promotions, LLC.  Refer to Instruction 4 to Item 403 of Regulation
S-
B.
Sale of Subsidiary and Related Assets
8. It is not clear what interests you will own after the sale of
substantially all of its assets.  Please specify what you and your
shareholders will own an interest in after the asset sale.
9. Please describe in reasonable detail any negotiations, and any
present or proposed agreement, arrangement, or understanding
between
Mr. Fasano and either you or your affiliates concerning this
transaction.  In this regard, explain how you determined the sale
price of $300,000, and the basis for your offering the dissenting
shareholders $0.01 per share they own.  Please understand that you
need to disclose the information required by Items 1005(b) and
1011(a)(1) of Regulation M-A.  See Item 14(b)(7) of Schedule 14A.
10. Please state whether you considered any alternative
transactions
to the asset sale.  If so, describe them and explain why they were
eventually rejected, and if you have not considered any other
transaction, explain why not.
11. Please provide bullet-point lists, discussing the material
advantages and disadvantages both to you and to your shareholders
arising from the asset sale.
12. Please clarify, if accurate, that Mr. Fasano will continue to
hold the same number of shares of common and Series A preferred
stock
in you after the approval of the asset purchase agreement as he
does
currently.  This is so even though Seen On TV, Inc. as an entity
will
be separate from you and will be no longer your subsidiary.
13. Please disclose the date after which Mr. Fasano must pay the
unpaid remainder of the principal amount at an interest of 5.75%
per
year, and whether the accruing interest is simple or compound.
14. Please clarify, if accurate, that in the event Seen On TV,
Inc.
does not generate any net, after-tax income from its operations,
Mr.
Fasano is under no obligation to pay any amount to you
15. Please clarify, if accurate, that there is no oversight
authority
provided to you to oversee the business operations or financial
statements of Seen On TV, Inc. and disclose whether Seen On TV,
Inc.
will have audited financial statements after its purchase by Mr.
Fasano.  In addition, clarify, if true, that as a result, you are
obliged to rely solely on Seen on TV, Inc.`s representation
whether
the latter has earned any net income.  In this situation, any
payment
of money by Seen On TV, Inc. is entirely discretionary on Mr.
Fasano`s part, and he is not personally liable for the cash
receivable by you
16. As the condition precedent to the consummation of the asset
sale
is that the liabilities of Seen On TV, Inc. must not exceed
$400,000,
and as the current liabilities are approximately $399,000, please
clarify, if accurate, that to all intents and purposes Mr. Fasano
has
the sole discretion to proceed or not with the transaction.
17. Please state clearly whether you or Mr. Fasano will be the
beneficiary in the event of a  favorable judgment or settlement in
your lawsuit against Airborne Express.  Conversely, please clarify
who will assume any liabilities if Airborne Express is successful
in
its counterclaim or any other claim against you at law and in
equity.
18. The sale agreement included as an attachment to your proxy
statement indicates that Mr. Fasano will assume all of the
liabilities of the subsidiary.  However, your disclosure suggests
that the amount of liabilities to be assumed by Mr. Fasano will be
capped at $400,000.  Please reconcile this difference for us and
make
appropriate changes as necessary.

Market for Common Stock
19. We note that in October 2004 you issued Mr. Fasano 20,000
shares
of Series A preferred stock, each share being entitled to 1,000
votes
at any shareholder meeting, thereby virtually transferring the
majority of voting power to Mr. Fasano.  Please disclose who
determined this consideration, and on what basis the amount of
consideration was calculated.
20. We note that your president had previously agreed to defer
part
of his salary until such time that your financial condition
allowed
for payment of his full salary.  In October 2004, you issued
20,000
shares of your Series A preferred stock to your president as
partial
payment for his unpaid salary.  Please tell us how you determined
the
value of $5,000 that you assigned to these preferred shares.  In
doing so, please discuss the premium associated with the voting
rights attached to the preferred shares.
21. You indicate that you believe it is in the best interest of
your
shareholders to dispose of your current business and attempt to
acquire a new business which may provide more value to your
shareholders.  Clarify your disclosure of the terms of the sale to
indicate that the consideration received from Mr. Fasano will be
in
the form of a note.  Additionally, disclose whether this note will
be
secured by any personal assets.

22. We note that the stock of your company has traded in a wide
range
of prices over the most recent 52 weeks.  The aggregate market
value
of the common equity computed by reference to the price at which
the
common stock traded ranged from approximately $400,000 to $4.5
million during this timeframe.  The aggregate market value based
on
the closing price on April 26, 2005 was approximately $830,000.
Your
revenues, net income and cash flows from operations have
substantially increased during the six months ended December 31,
2004
when compared to the six months ended December 31, 2003.  Please
tell
us how these items factored into the determination of the sales
price. Supplementally, provide the valuation analysis you used to
determine your sales price, comparisons of recent sales of similar
companies in your industry, and any other offers to buy your
business.

Form 10-KSB for the fiscal year ended June 30, 2004

Item 1.  Business, page 3
23. Please identify, to the extent known, your main competitors
and
disclose your current share in the market of electronic retailing.

Item 3.  Legal Proceedings, page 5
24. Please name the court where the lawsuit against Airborne
Express
is pending.  See Item 103(a)(1) of Regulation S-B.

Item 6.  Management`s Discussion and Analysis, page 6
25. Please expand this section to discuss any known material
trends
and uncertainties that will have or are reasonably likely to have
a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  For
example,
if relevant, you may discuss the consumer buying trends, the
evolving
state in the marketing and Internet technology of your field, the
competition you face from similar businesses, and so on.  In doing
so, provide additional information about the quality and
variability
of your earnings and cash flows so that investors can ascertain
the
likelihood of the extent past performance is indicative of future
performance.  In addition, discuss in reasonable detail:
* economic or industry-wide factors relevant to your company, and
* material opportunities, challenges and risks in short and long
term
and the actions you are taking to address them.
   Please refer to SEC Release No. 33-8350.

Item 8A.  Controls and Procedures, page 8
26. We note that your Chief Executive and Financial Officer has
based
his conclusion on the effectiveness of your disclosure controls
and
procedures on an evaluation "as of a date prior to the filing of
this
annual report."   Please state, if true, that the evaluation was
"as
of the end of the period covered by the report."  Make similar
changes, if appropriate, to Item 3 of your Form 10-QSB for the
quarterly period ended December 31, 2004, where you presently use
the
clause "as of a date within 90 days of the filing date of this
report."
27. We note your disclosure that there were no "significant"
changes
to your internal controls or in other factors that could
"significantly" affect internal controls subsequent to the date
you
carried out your evaluation.  Please be aware that Item 308(c) of
Regulation S-B - which became effective on August 14, 2003 -
requires
disclosure as to whether there was any change in your internal
controls over financial reporting during the last quarter that has
materially affected, or is reasonably likely to materially affect,
your internal controls.  Confirm to us that there were no changes
to
your internal control over financial reporting within the scope of
Item 308(c), and also revise in future filings to reflect the
correct
Item 308(c) standard.  If, however, there were changes to your
internal controls during the last fiscal period that materially
affected, or was reasonably likely to materially affect, internal
controls, then amend the periodic report to disclose those
changes.

Consolidated Financial Statements

Note F -- Debt, page F-11
28. Please identify the entity to which you issued a note payable
in
October 2000, and the entity with which you entered into a loan
agreement in June 2000.

Note H -- Related Party Transactions, page F-12
29. Please identify by name your principal shareholders who are
also
the owners of Web Marketing FX and Boo Boo Marketing LLC.  Also,
represent whether the terms obtained by you in these deals were at
least as fair and favorable as you could have obtained had you
transacted with unrelated third parties.  Finally, file all
agreements underlying the related party transactions as exhibits.

Exhibit 31
30. Please delete the title of  Mr. Fasano from the introduction
to
your Section 302 certifications.  In addition, substitute the
phrase
"the small business issuer" for "the registrant" in the body of
the
certifications.  Please revise in future filings to provide the
exact
language of Section 302 certification.

Form 10-QSB for the quarterly period ended December 31, 2004

Item 2.  Management`s Discussion and Analysis
31. You ascribe certain reasons to explain the changes in the
results
of your operations, for example, increase in sales.  To make the
disclosure more meaningful to shareholders, please attribute the
reasons for the stated change to its underlying causative factors.
For example, please disclose why or how you have increased sales
and
revenues, realized greater economies of scale, and so on.

Consolidated Financial Statements

Note B -- Debt, page F-6
32. We note that you and the note holder reached an agreement in
January 2005 to settle the outstanding balance in full for a final
payment of $237,500.  Please explain what consideration the note
holder received in exchange for restructuring the loan apparently
to
your advantage.

*	*	*

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
ade