SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      July 5, 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 June 17, 2005
File No. 0-29249

Dear Mr. Fasano:

      We have reviewed your filing 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
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. We reissue comment 1 in our letter dated May 6, 2005.  Please
tell
us in reasonable detail what consideration you gave to whether
this
sale of substantially all of your assets to your president is the
first step in a Rule 13e-3 transaction.  As part of your response,
given that after the asset sale you apparently will exist as a
shell
company, please tell us what impact the proposed sale of stock to
China US Bridge Capital has on your determination whether or not
the
asset sale to Mr. Fasano is a Rule 13e-3 transaction.
2. In addition, if the sale of assets to Mr. Fasano is intended to
facilitate the future sale of stock to China US Bridge Capital,
then
it appears you should provide shareholders with information on the
proposed transaction with China US Bridge Capital.  Also, as part
of
the background discussion, please disclose all material
negotiations
regarding the possible stock sale to China US Bridge Capital.
Further, please tell us what consideration you have given to the
applicability of Note A to Schedule 14A.
3. In addition, please tell us the exemption from registration you
intend to rely on when you issue stock to that entity, and
disclose
the percentage of your total outstanding shares of common stock
that
the entity will hold as a result.
4. We reissue comment 4 in our letter dated May 6, 2005.  It
appears
that the May 23, 2005 Agreement Regarding Sale of Assets
represents a
material definitive agreement, for which an Item 1.01 Form 8-K was
due within four business days to report the event.  Please revise
or
advise.

Sale of Subsidiary and Related Assets, page 3
5. Please refer to comment 8 in our letter dated May 6, 2005.  On
page 5, state the dollar amount of accrued but unpaid salary of
Mr.
Fasano until the latest practicable date.  Also, disclose how you
intend to compensate Mr. Fasano for the amount you owe him.
6. We reissue comment 9 in our letter dated May 6, 2005.  It is
unclear how no negotiations occurred.  Please revise to provide in
reasonable detail a narrative description of the background
negotiations leading to the agreement.  Disclose who initiated the
proposal of acquisition and when, identify the parties to the
negotiations, when they were held, and how the material terms of
the
agreement changed in the course of the negotiations.
7. In addition, please further clarify how you determined the
$300,000 purchase price.  It is unclear how that figure relates to
stockholders` equity.
8. We note your response to comment 10 in our letter dated May 6,
2005 and your statement on page 5 that "The Company has not
considered, and does not know why it has not considered, any
alternatives to the asset sale."  Please discuss the reasons why
you
have decided to undertake this particular type of transaction and
did
not consider alternative transactions.
9. Please refer to comment 11 in our letter dated May 6, 2005.  On
page 5, explain why you consider your possible future attempt to
buy
a new business to be a material advantage when it appears that you
have not determined the nature of the business you intend to buy
and
do not have the funds necessary to purchase one.  In addition,
explain why you do not consider it a disadvantage for shareholders
to
dispose your assets when you had a net income of $169,978 for the
nine-month period ended March 31, 2005.
10. Please refer to comment 15 in our letter dated May 6, 2005.
You
state on page 5 that Mr. Fasano will pay you 25% of the net,
after-
tax income from the operations of Seen On TV, and on page 6 you
state
that you have no authority to oversee the operations and financial
statements of Seen on TV, which will not have audited financial
statements after its purchase by Mr. Fasano.  Reconcile the above
statements in the Schedule 14A with your claim in your response
letter that "the obligation to make payments is not in any way
discretionary on Mr. Fasano`s part."  In particular, explain what
recourse you have in the case Mr. Fasano assumes additional
liabilities within his discretion, thereby reducing the purchase
price, or if Mr. Fasano claims that Seen on TV has not generated
any
after-tax income.
11. Please refer to comment 16 in our letter dated May 6, 2005.
On
page 5, you state that if the sale is completed, you will have
liabilities of approximately $531,284.  You also state on page 4
that
as of March 31, 2005, your total liabilities were $1,097,750 and
your
current liabilities were $645,228.  Reconcile these disclosures
with
your statement on page 5 that "[a]t the time of the sale, the
liabilities of Seen on TV will not exceed $400,000."
12. Please refer to comment 18 in our letter dated May 6, 2005.
On
page 5, explain that at the time of sales, the liabilities of Seen
on
TV may not exceed $400,000, but if the liabilities exceed that
amount, Mr. Fasano may either terminate the agreement or he may
elect
to proceed with the transaction.  If the liabilities do exceed
$400,000, clarify whether you or Mr. Fasano will assume the excess
liabilities.

Market for Common Stock, page 7
13. Please refer to comment 20 in our letter dated May 6, 2005.
Please note that the issuance of equity instruments in exchange
for
goods or services should be recorded at fair value.  The best
estimate of fair value is an arms length sale at the date closest
to
issuance, if applicable.  You may also provide any independent
appraisals.  Please revise your financial statements to reflect
the
issuance of 20,000 shares to Mr. Fasano at fair value or tell us
why
you believe your current treatment is appropriate.

Pro Forma Financial Information
14. We note that the historical book value as of March 31, 2005
with
respect to your business to be sold to Mr. Fasano exceeds the
consideration to be received by $448,088.  We agree that it is not
appropriate to adjust your pro-forma statement of operations with
respect to this loss.  However, such amount should be presented as
an
adjustment to pro forma retained earnings with an appropriate
explanation that the adjustment reflects the estimated loss in the
pro forma notes.
15. We note that Mr. Fasano will remain as the biggest creditor of
your company subsequent to the sale of your only business.  In
addition, Mr. Fasano may elect to assume this liability and others
in
which case the unpaid cash purchase price will be reduced by the
amount of the liabilities assumed.  Moreover, Mr. Fasano`s
obligations in respect of the unpaid cash purchase price are
unsecured.  In light of these facts and circumstances, please tell
us
why you believe it is appropriate to accrue interest income on the
unpaid purchase price in your unaudited pro forma statement of
operations.

* * * * *

      As appropriate, please amend your filings 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.

      You may contact John Cannarella, Staff Accountant, at (202)
551-3337, or William Choi, Accounting Branch Chief, at (202) 551-
3716
if you have questions on the financial statements and related
matters.  Please contact Pradip Bhaumik, Attorney-Advisor, at
(202)
551-3333, David Mittelman, Legal Branch Chief, at (202) 551-3214,
or
me at (202) 551-3720 with any other questions.

								Sincerely,

								H. Christopher Owings
								Assistant Director

cc. William T. Hart, Esq.
Hart & Trinen LLP
	Fax:  (303) 839-5414

??

??

??

??

Daniel M. Fasano
ONTV, Inc.
July 5, 2005
Page 1

</TEXT>
</DOCUMENT>