SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter ended June 30, 1998

                                                   Commission File No 2-97278-NY

                          INTERCOM TECHNOLOGIES CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New York                                         13-2932511
---------------------------------                  ------------------------
  (State or other jurisdiction                     (IRS Employer ID Number)
of incorporation or organization)

  195 Tenth Avenue, New York, New York                      10011
---------------------------------------                   ----------
(Address of principal executive offices                   (Zip Code)

        Registrant's Telephone Number including area code (212) 924-7597


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED  BY  SECTION  13 OR 15 (d) OF THE  SECURITIES  EXCHANGE  ACT OF 1934
DURING THE PRECEDING 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 ______                       No __X__

INDICATE THE NUMBER OF SHARES  OUTSTANDING  OF EACH OF THE  ISSUER'S  CLASSES OF
COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY THIS REPORT.


Common Stock, Par Value $.001                                120,239
-----------------------------                     ----------------------------
            Class                                 Outstanding at June 30, 1998
   
<PAGE>



Margery S. Davidson                                                Member: NJCPA
--------------------------------------------------------------------------------
Certified Public Accountant



                                                              September 18, 1998



Mr. Dominick Pope
195 1Oth Avenue
New York, New York 10011


We have compiled the accompanying  balance sheet of Intercom  Technologies Corp.
as of June 30,  1998,  and the  related  statements  of  income,  cash flows and
statement of changes to stockholder's  equity for the nine months then ended, in
accordance  with standards  established  by the American  Institute of Certified
Public Accountants.

A  compilation  is limited to  presenting  in the form of  financial  statements
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying financial statements, and accordingly,  do not express
an opinion or any other form of assurance on them.



                                       \s\ Margery S. Davidson
                                           ---------------------------
                                           Margery S. Davidson
                                           Certified Public Accountant








19 Ingram Circle, Aberdeen, N.J. 07747       (908) 583-7674  Fax: (908) 290-1504


<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                                 BALANCE SHEET

                         NINE MONTHS ENDED JUNE 30,1998


                                     ASSETS

CURRENT ASSETS:

        Cash                                                       $  19,276.
        Accounts receivable net                                       47,780 
        Inventory                                                     38,640.
                                                                   ----------
        TOTAL CURRENT ASSETS                                       $ 105,696.

PROPERTY MACHINERY AND EQUIPMENT                                       3,615.

OTHER ASSETS                                                         119,545.
                                                                   ----------
        TOTAL ASSETS                                               $ 228,856.
                                                                   ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
        Accounts payable and accrued expenses                      $  42,542. 

STOCKHOLDER'S EQUITY
        Common stock-Par value $.0001;
        250,000,000 shares authorized
        120,239 shares issued and outstanding                      $  14,304. 

        Treasurer stock (2,500.)

        Paid-in capital 373,299 
        Accumulated Deficit                                         (198,789.)
                                                                   ----------
        TOTAL STOCKHOLDER'S EQUITY                                 $ 186,314.

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                         $ 228,856.
                                                                   ==========



   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>



                       INTERCOM TECHNOLOGIES CORPORATION

                              STATEMENT OF INCOME

                         NINE MONTHS ENDED JUNE 30,1998


SALES                                                                $ 375,672.

COST OF GOODS SOLD                                                     144,208.
                                                                     ----------
        GROSS PROFIT                                                   231,464.

SELLING GENERAL AND ADMINISTRATION                                     241,313.

NET INCOME (LOSS) BEFORE TAXES                                          (9,849.)

PROVISION FOR INCOME TAXES                                               1,958.
                                                                     ----------
        NET INCOME (LOSS)                                            $ (11,807.)
                                                                     ==========
NET INCOME (LOSS) PER SHARE                                           (0.09820)

AVERAGE NUMBER OF SHARES OUTSTANDING                                   120,239.








   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>

                       INTERCOM TECHNOLOGIES CORPORATION

                            STATEMENT OF CASH FLOWS

                         NINE MONTHS ENDED JUNE 30,1998


CASH FLOW FROM OPERATING ACTIVITIES:
        Net income (loss)                                            $(11,807.)

Adjustments  to reconcile  net income  (loss) 
to net cash  provided by operating activities:
        Depreciation                                                      970.

Changes in assets and liabilities
        Decrease (Increase) in accounts receivable                     13,000.
        Decrease (Increase) in inventory                                1,450.
        Decrease (Increase) in other assets                                --
        Increase (Decrease) in accounts payable                        (4,961.)
                                                                     ---------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES                           (1,348.)

CASH FLOWS FROM INVESTING ACTIVITIES
        CAPITAL EXPENDITURES                                               --
                                                                     ---------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES                               --
                                                                     ---------
CASH FLOWS FROM FINANCING ACTIVITIES                                       --
                                                                     ---------
CASH PROVIDED (USED BY FINANCING ACTIVITIES                                --
                                                                     ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT                    (1,348.)

CASH AT BEGINNING OF YEAR                                              20,624.

CASH AT END OF YEAR                                                  $ 19,276.
                                                                     =========





   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                  STATEMENT OF CHANGES TO STOCKHOLDER'S EQUITY

                         NINE MONTHS ENDED JUNE 30,1998

<TABLE>
<CAPTION>

                        Common           Treasury     Additional        Retained         Total
                         stock            stock         paid in         earnings
                        amount                          capital         (deficit)

<S>                    <C>              <C>            <C>             <C>             <C>       
Balance 10/1/97        $ 14,296.        $(2,500.)      $ 365,057.      $ (186,982.)    $ 189,871.

Net Income (Loss)                                                         (11,807.)      (11,807.)

Reverse Stock Split           8.             --            8,242.              --          8,250.
3,400 to 1             ---------        --------       ----------      -----------     ----------

Balance 3/31/98          14,304.        $(2,500.)      $ 373,299.      $ (198,789.)    $ 186,314.
                       =========        ========       ==========      ===========     ==========
</TABLE>







   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                            STATEMENT OF CASH FLOWS

                         NINE MONTHS ENDED JUNE 30,1998



ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

1. ORGANIZATION

On October 10, 1977 L.J.L.  Intercom  Services Corp. was incorporated  under the
laws  of New  York  State,  to  engage  in the  business  of  Manufacturing  and
Installing  Intercom  systems and to provide  maintenance and repair to existing
Intercom systems.

2.  CHANGE IN CORPORATE NAME

On March 31,  1985,  the board of directors of L.J.L.  Intercom  Services  Corp.
adopted a resolution to change the corporate name to Intercom Technologies Corp.
The stockholders of the Company approved this change on April 22, 1985.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Cash and Cash Equivalents

The Company considers all instruments with a maturity of three months or less to
be cash and cash equivalents.

B. Accounts Receivable

Accounts receivable are represented net of allowance for bad debt.

C. Inventory

Inventory is stated at the lower of cost or market using the  first-in-first-out
method.

D.  Property and equipment

Property  and  equipment  are  carried  at  cost.   The  Company   provides  for
depreciation  based on  estimated  useful lives of the assets.  Depreciation  is
provided principally on the straight-line  method.  Maintenance and repair costs
are charged to expense as incurred.  Cost of  replacements  and  improvements is
generally capitalized. The range of estimated useful lives used for depreciation
is as follows:

                                      Years
        Machinery and Equipment       3-10
        Furniture and Fixtures        5-10
        Leasehold Improvements           5

<PAGE>



                       INTERCOM TECHNOLOGIES CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                         NINE MONTHS ENDED JUNE 30,1998


4. INVENTORY

        Inventory consists of the following:

        Parts                                                    $ 5,000.
        Finished Goods                                            33,640.
                                                                 --------
        Total                                                    $38,640.
                                                                 ========

5.      PROPERTY AND EQUIPMENT  
        Property  plant and equipment consists of:
        Shop equipment                                           $ 7,021.
        Furniture and fixtures                                     1,922.
        Show room                                                  7,957.
        Leasehold improvements                                     3,818.
        Auto                                                       3,250.
                                                                 --------
        Total Cost                                                23,968.

        Accumulated depreciation                                  20,353.
                                                                 --------
        Total                                                    $ 3,615.
                                                                 ========

6.      OTHER ASSETS

Other assets include loans to related parties in the amount of $113,732.

7.      COMMITMENTS AND CONTINGENCIES

The  Company  leases its  office  space  under a five year  lease  with  monthly
payments.  The Company  also has two  operating  leases for  automobiles  with a
duration of two and three years.

Minimum annual rentals under these leases are:

        September 30, 1998             $ 28,279.
                      1999               29,370.
                      2000               11,100.
                                       ---------
        Total                          $ 68,749.
                                       =========

<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                         NINE MONTHS ENDED JUNE 30,1998



8.  NET EARNINGS (LOSS) PER SHARE

Net earnings  (loss) per share of common stock is based on the weighted  average
number of shares outstanding.

9.  STOCKHOLDERS EQUITY

On  October 3, 1997 the Board of  Directors  of The  Company  approved a reverse
split of 3,400 to 1, so that each 3,400 shares issued and outstanding became one
share, and that any fractional shares be rounded up to the nearest whole share.

10. INCOME TAXES

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related  primarily to differences  between the recorded book basis and tax basis
of assets and liabilities  for financial and income tax reporting.  The deferred
tax assets and liabilities represent the future tax return consequences of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  Deferred  taxes are also  recognized for
operating  losses that are  available to offset  future  taxable  income and tax
credits that are available to offset federal income taxes.  Due to the Company's
net operating losses in excess of $150,000.  There are no income taxes currently
due.  As of June 30,  1998 the  company  has a deferred  tax asset of $0. Due to
recurring losses the company has a zero valuation allowance.


11. SUBSEQUENT EVENTS

The Company as of the report date has not entered into any significant  business
transactions which would impair the balance sheet.


12. NET EARNINGS (LOSS) PER SHARE

Net  earnings  (loss)  per  share  of  common  stock  are  based  on the  shares
outstanding as of the balance sheet date of 120,239 shares.

        Net Income (Loss)                             $ (11,807.)

        Shares outstanding at balance sheet date        120,239.

        Net (Loss) per share                         $ (0.09820)


<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report for the quarter ended June 30, 1998 to be
signed on its behalf by the undersigned thereunto duly authorized.



                                             INTERCOM TECHNOLOGIES CORP.
                                             ---------------------------
                                                   (Registrant)



Dated: March 3, 1999                 By:
                                        -----------------------------
                                         Dominick P. Pope
                                         President and Treasurer
                                         (Principal Financial
                                         Officer and Principal
                                         Accounting Officer)