UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): June 27, 2005


                                   ONTV, INC.
             (Exact name of Registrant as specified in its charter)


     Delaware                        0-29249                  16-1499611
--------------------            ------------------        ------------------
(State or other jurisdiction   (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)


                2444 Innovation Way, Bldg 10, Rochester, NY 14624
  ---------------------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)


Registrant's telephone number, including area code:    (585) 295-8601
                                                       --------------

                                       N/A
                 ----------------------------------------- ----
          (Former name or former address if changed since last report)


Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01   Entry Into a Material Definitive Agreement

      The Company buys "as seen on tv" products at distributor prices and sells
the products to wholesale and retail customers through its websites,
"SeenOnTV.Com" and "AsSeenOnTV.com".

       Consumer products which the Company markets, include a wide variety of
categories, i.e.: health, beauty, weight loss, kitchen, sporting goods, and
household appliances, etc. Products sold by the Company include: Pasta Pro, The
Firm Body Sculpting System with Fanny Lifter, Rock-N-Roll Scooter, Flathose,
Smoke Away, Perfect pancake, Emerson Switchboard, Sewing Genie, Vinyl Leather
Repair, IGIA Instant Cover, IGIA Pore Cleanser, IGIA Electro-Sage 8, IGIA Laser
Vac, Super SlimDown Now, PestOffense, Aero Mattress Topper, Wrap & Snap Curling
Systems, AirCore, Cell Phone Internal Antenna, Space Bag, Versa Wrench, IGIA
Wonder Forms, IGIA Therma-Spa, Marvins Magic, Nads, Tap Light, IGIA Platinum
Nail, Epil Stop & Spray, Steam Buggy, Steam Bullet, Oxiclean, Orangeglow, Shelf
Master, True Motion Lures, ORB, Ginsu Knives, Hygionic Tooth Brushes, Steamin
Iron, IGIA CelluLift, Nathan's Grill, George Foreman Grilling Machine,
FlavorWave Oven, Instagone, Iron Wonder, IGIA Epielle, Pro Trim Paint Roller,
PVA Mop, Quick-n-Brite, Safety Can, Silver Lighting, Sweet Simplicity, Cable
Flex, Orbitrek, Ab Slide, Simoniz Car Wash, Flowbee, Thundersticks, and Ab
Rocker.

      The Company purchases products from a multitude of vendors including:
Media Group, Reliant Interactive Media, On-Tel Products Corp., Orange Glo
International, Inc., Cava, Homedics, Thane, Ronco Inventions, Salco
International, Salton, and Tactica International. The Company relies, to a large
extent, on rapid order fulfillment from its vendors. The Company does not have
any long-term contracts or arrangements with any of its vendors that guarantee
the availability of merchandise, the continuation of particular payment terms or
the extension of credit limits.

      Substantially all of the Company's operations are conducted through its
wholly owned subsidiary, Seen On TV.

      Information concerning the Company's operating results, assets,
liabilities and stockholders equity follows:

Results of Operations:
                                                          Nine Months
                                  Year Ended                 Ended
                                 June 30, 2004           March 31, 2005
                                ---------------         ----------------

      Sales                     $  3,934,584              $  4,158,734
      Cost of Sales               (2,607,950)               (2,682,383)
      Operating Expenses          (1,734,286)               (1,306,592)
      Other Income (Expense)         (92,399)                      219
                                -------------             ------------
      Net Income (Loss)           $ (500,051)              $   169,978
                                  ===========              ===========

<PAGE>

Balance Sheet Data:
                                 June 30, 2004           March 31, 2005
                                 -------------           --------------

      Current Assets              $  269,575             $  742,234
      Total Assets                 3,036,106              1,314,554
      Current Liabilities            400,072                645,228
      Total Liabilities            2,994,320              1,097,750
      Working Capital (Deficit)     (130,497)                97,006
      Stockholders' Equity            41,786                216,804

      The Company's common stock trades on the OTC Bulletin Board under the
symbol "ONTV". Between July 1, 2002 and May 31, 2005 trading volume was nominal
and the price of the Company's common stock ranged between $0.01 and $0.17 per
share. During the twelve month period ended May 31, 2005 there were 100 days
when not a single share of the Company's common stock was traded. On May 23,
2005 the Company filed its report on Form 10-QSB for the nine months ended March
31, 2005. Although the 10-QSB report reflected net income of $169,978 for the
nine-month period, the trading volume in the Company's common stock between May
23, 2005 and June 10, 2005 was less than $500.

      Based upon the past prices of its common stock the Company's management
does not believe that its operations will ever attract sufficient interest among
investors so that the Company's stock price and trading volumes will increase to
meaningful levels.

      Consequently, the Company believes it is in the best interest of its
shareholders to dispose of its current business and attempt to acquire a new
business which may provide more value to the Company's shareholders. To further
this objective the Company proposes to sell to Daniel M. Fasano, the Company's
President, all of the shares of Seen On TV, as well as the following other
assets which are incidental to the business of Seen On TV:

     o    the trademarks,  "AsSeenOnTV.com",  "SeenOnTV.com",  "What a", "What a
          Saw", and " What a Product".
     o    the trade names, "ONTV", "AsSeenOnTV.com",  "SeenOnTV.com" and "What a
          Product".
     o    the internet domain  addresses  "SeenOnTV.com" ,  "ASeenOnTV.com"  and
          "AsSeenOnTV.com".
     o    all of the Company's office equipment.

      In return for the shares of Seen On TV and the assets described above, Mr.
Fasano will pay the Company $300,000 ("the Purchase Price"). The Purchase Price
will be paid in the following manner:

     o    The unpaid  amount of the Purchase  Price will bear  interest at 5.75%
          per year. Interest will note be compounded.

     o    25% of the net,  after-tax  income from the  operations  of Seen On TV
          will be paid to the Company  until the  Purchase  Price,  plus accrued
          interest, is paid in full.

<PAGE>

     o    At the time of the sale, the liabilities of Seen On TV will not exceed
          $400,000.  As of June  30,  2005  the  liabilities  of Seen On TV were
          approximately  $155,000.  If the sale is completed,  these liabilities
          will  remain the  liabilities  of Seen On TV and will no longer be the
          obligations  of the Company.  Mr. Fasano may, at any time,  and in his
          sole  discretion,  elect to  assume  all or a  certain  amount  of the
          Company's  liabilities  which,  if the asset  sale is  competed,  will
          consist  primarily  of amounts  owed to Mr.  Fasano for unpaid  salary
          ($453,522 as of June 30, 2005). If Mr. Fasano assumes  $300,000 of the
          Company's  liability to him, the purchase price for Seen On TV will be
          satisfied without the payment of any cash to the Company. The Purchase
          Price will be reduced by the amount of any liabilities assumed. If, at
          the time of the sale, the  liabilities  of Seen On TV exceed  $400,000
          and Mr. Fasano agrees to proceed with the asset sale,  Mr. Fasano will
          assume all liabilities of Seen On TV.

      A copy of the Agreement between the Company and Mr. Fasano is filed as an
exhibit to this report.

Item 9.01   Financial Statements and Exhibits

      The following exhibit is filed with this report.

Exhibit No.       Description
----------        -----------

10.1              Agreement Regarding Sale of Assets (as amended)



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  August 2, 2005

                                 ONTV, INC.



                                 By:   /s/ Daniel M. Fasano
                                      ----------------------------------
                                     Daniel M. Fasano, Chief Executive Officer





<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8kaug05.txt", "secsgml_size_bytes": 9976}]
{"company-data": {"conformed-name": "ONTV INC", "cik": "0001011550", "assigned-sic": "5990", "irs-number": "161499611", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29249", "film-number": "05994379"}, "business-address": {"street1": "75 BERMAR PARK, SUITE 5", "city": "ROCHESTER", "state": "NY", "zip": "14624", "phone": "7164265394"}, "former-company": {"former-conformed-name": "LA GROUP INC", "date-changed": "20000128"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): June 27, 2005

                                   ONTV, INC.
             (Exact name of Registrant as specified in its charter)

     Delaware                        0-29249                  16-1499611
--------------------            ------------------        ------------------
(State or other jurisdiction   (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)

                2444 Innovation Way, Bldg 10, Rochester, NY 14624
  ---------------------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:    (585) 295-8601
                                                       --------------

                                       N/A
                 ----------------------------------------- ----
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01   Entry Into a Material Definitive Agreement

      The Company buys "as seen on tv" products at distributor prices and sells
the products to wholesale and retail customers through its websites,
"SeenOnTV.Com" and "AsSeenOnTV.com".

       Consumer products which the Company markets, include a wide variety of
categories, i.e.: health, beauty, weight loss, kitchen, sporting goods, and
household appliances, etc. Products sold by the Company include: Pasta Pro, The
Firm Body Sculpting System with Fanny Lifter, Rock-N-Roll Scooter, Flathose,
Smoke Away, Perfect pancake, Emerson Switchboard, Sewing Genie, Vinyl Leather
Repair, IGIA Instant Cover, IGIA Pore Cleanser, IGIA Electro-Sage 8, IGIA Laser
Vac, Super SlimDown Now, PestOffense, Aero Mattress Topper, Wrap & Snap Curling
Systems, AirCore, Cell Phone Internal Antenna, Space Bag, Versa Wrench, IGIA
Wonder Forms, IGIA Therma-Spa, Marvins Magic, Nads, Tap Light, IGIA Platinum
Nail, Epil Stop & Spray, Steam Buggy, Steam Bullet, Oxiclean, Orangeglow, Shelf
Master, True Motion Lures, ORB, Ginsu Knives, Hygionic Tooth Brushes, Steamin
Iron, IGIA CelluLift, Nathan's Grill, George Foreman Grilling Machine,
FlavorWave Oven, Instagone, Iron Wonder, IGIA Epielle, Pro Trim Paint Roller,
PVA Mop, Quick-n-Brite, Safety Can, Silver Lighting, Sweet Simplicity, Cable
Flex, Orbitrek, Ab Slide, Simoniz Car Wash, Flowbee, Thundersticks, and Ab
Rocker.

      The Company purchases products from a multitude of vendors including:
Media Group, Reliant Interactive Media, On-Tel Products Corp., Orange Glo
International, Inc., Cava, Homedics, Thane, Ronco Inventions, Salco
International, Salton, and Tactica International. The Company relies, to a large
extent, on rapid order fulfillment from its vendors. The Company does not have
any long-term contracts or arrangements with any of its vendors that guarantee
the availability of merchandise, the continuation of particular payment terms or
the extension of credit limits.

      Substantially all of the Company's operations are conducted through its
wholly owned subsidiary, Seen On TV.

      Information concerning the Company's operating results, assets,
liabilities and stockholders equity follows:

Results of Operations:
                                                          Nine Months
                                  Year Ended                 Ended
                                 June 30, 2004           March 31, 2005
                                ---------------         ----------------

      Sales                     $  3,934,584              $  4,158,734
      Cost of Sales               (2,607,950)               (2,682,383)
      Operating Expenses          (1,734,286)               (1,306,592)
      Other Income (Expense)         (92,399)                      219
                                -------------             ------------
      Net Income (Loss)           $ (500,051)              $   169,978
                                  ===========              ===========
Balance Sheet Data:
                                 June 30, 2004           March 31, 2005
                                 -------------           --------------

      Current Assets              $  269,575             $  742,234
      Total Assets                 3,036,106              1,314,554
      Current Liabilities            400,072                645,228
      Total Liabilities            2,994,320              1,097,750
      Working Capital (Deficit)     (130,497)                97,006
      Stockholders' Equity            41,786                216,804

      The Company's common stock trades on the OTC Bulletin Board under the
symbol "ONTV". Between July 1, 2002 and May 31, 2005 trading volume was nominal
and the price of the Company's common stock ranged between $0.01 and $0.17 per
share. During the twelve month period ended May 31, 2005 there were 100 days
when not a single share of the Company's common stock was traded. On May 23,
2005 the Company filed its report on Form 10-QSB for the nine months ended March
31, 2005. Although the 10-QSB report reflected net income of $169,978 for the
nine-month period, the trading volume in the Company's common stock between May
23, 2005 and June 10, 2005 was less than $500.

      Based upon the past prices of its common stock the Company's management
does not believe that its operations will ever attract sufficient interest among
investors so that the Company's stock price and trading volumes will increase to
meaningful levels.

      Consequently, the Company believes it is in the best interest of its
shareholders to dispose of its current business and attempt to acquire a new
business which may provide more value to the Company's shareholders. To further
this objective the Company proposes to sell to Daniel M. Fasano, the Company's
President, all of the shares of Seen On TV, as well as the following other
assets which are incidental to the business of Seen On TV:

     o    the trademarks,  "AsSeenOnTV.com",  "SeenOnTV.com",  "What a", "What a
          Saw", and " What a Product".
     o    the trade names, "ONTV", "AsSeenOnTV.com",  "SeenOnTV.com" and "What a
          Product".
     o    the internet domain  addresses  "SeenOnTV.com" ,  "ASeenOnTV.com"  and
          "AsSeenOnTV.com".
     o    all of the Company's office equipment.

      In return for the shares of Seen On TV and the assets described above, Mr.
Fasano will pay the Company $300,000 ("the Purchase Price"). The Purchase Price
will be paid in the following manner:

     o    The unpaid  amount of the Purchase  Price will bear  interest at 5.75%
          per year. Interest will note be compounded.

     o    25% of the net,  after-tax  income from the  operations  of Seen On TV
          will be paid to the Company  until the  Purchase  Price,  plus accrued
          interest, is paid in full.
o    At the time of the sale, the liabilities of Seen On TV will not exceed
          $400,000.  As of June  30,  2005  the  liabilities  of Seen On TV were
          approximately  $155,000.  If the sale is completed,  these liabilities
          will  remain the  liabilities  of Seen On TV and will no longer be the
          obligations  of the Company.  Mr. Fasano may, at any time,  and in his
          sole  discretion,  elect to  assume  all or a  certain  amount  of the
          Company's  liabilities  which,  if the asset  sale is  competed,  will
          consist  primarily  of amounts  owed to Mr.  Fasano for unpaid  salary
          ($453,522 as of June 30, 2005). If Mr. Fasano assumes  $300,000 of the
          Company's  liability to him, the purchase price for Seen On TV will be
          satisfied without the payment of any cash to the Company. The Purchase
          Price will be reduced by the amount of any liabilities assumed. If, at
          the time of the sale, the  liabilities  of Seen On TV exceed  $400,000
          and Mr. Fasano agrees to proceed with the asset sale,  Mr. Fasano will
          assume all liabilities of Seen On TV.

      A copy of the Agreement between the Company and Mr. Fasano is filed as an
exhibit to this report.

Item 9.01   Financial Statements and Exhibits

      The following exhibit is filed with this report.

Exhibit No.       Description
----------        -----------

10.1              Agreement Regarding Sale of Assets (as amended)
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  August 2, 2005

                                 ONTV, INC.

                                 By:   /s/ Daniel M. Fasano
                                      ----------------------------------
                                     Daniel M. Fasano, Chief Executive Officer