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  December 31, 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 __X__                       No _____

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 December 31, 1998


<PAGE>


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




                                                               February 11, 1999




Mr. Dominick Pope
195 10th Avenue
New York, New York I 00 II


We have compiled the accompanying  balance sheet of Intercom  Technologies Corp.
as of December 31, 1998,  and the related  statements of income,  cash flows and
statement of changes to stockholder's equity for the three 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

                      THREE MONTHS ENDED DECEMBER 31,1998


                                     ASSETS

CURRENT ASSETS:

         Cash                                                        $  18,607.
         Accounts receivable net                                        52,592.
         Inventory                                                      31,640.
                                                                     ----------
         TOTAL CURRENT ASSETS                                        $ 102,839.

PROPERTY MACHINERY AND EQUIPMENT                                         3,136.

OTHER ASSETS                                                           124,361.
                                                                     ----------
         TOTAL ASSETS                                                $ 230,336.
                                                                     ==========
         LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
         Accounts payable and accrued expenses                       $  44,930.

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                                          (199,697.)
                                                                     ----------
         TOTAL STOCKHOLDER'S EQUITY                                  $ 185,406. 

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                           $ 230,336.
                                                                     ==========



   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>

                       INTERCOM TECHNOLOGIES CORPORATION

                              STATEMENT OF INCOME

                      THREE MONTHS ENDED DECEMBER 31,1998

SALES                                                              $ 135,410.

COST OF GOODS SOLD                                                    66,948.
                                                                   ----------
         GROSS PROFIT                                                 68,462.

SELLING GENERAL AND ADMINISTRATION                                    80,006.

NET INCOME (LOSS) BEFORE TAXES                                       (11,544.)

PROVISION FOR INCOME TAXES                                               300. 
                                                                   ----------
         NET INCOME (LOSS)                                         $ (11,844.)
                                                                   ==========
NET INCOME (LOSS) PER SHARE                                         (0.09850)

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

                      THREE MONTHS ENDED DECEMBER 31,1998

CASH FLOW FROM OPERATING ACTIVITIES:
         Net income (loss)                                           $(11,844.)

Adjustments  to reconcile  net income  (loss) 
  to net cash  provided by operating activities:
         Depreciation                                                     324.

Changes in assets and liabilities
         Decrease (Increase) in accounts receivable                    (5,569.)
         Decrease (Increase) in  inventory  
         Decrease (Increase) in other  assets                          (9,232.)
         Increase (Decrease) in accounts payable                       22,915.
                                                                     ---------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES                           (3,406.)

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                    (3,406.)

CASH AT BEGINNING OF YEAR                                              22,013.

CASH AT END OF YEAR                                                  $ 18,607.
                                                                     =========





   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                  STATEMENT OF CHANGES TO STOCKHOLDER'S EQUITY

                      THREE MONTHS ENDED DECEMBER 31,1998

<TABLE>
<CAPTION>

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

<S>                 <C>          <C>          <C>            <C>             <C>      
Balance 10/1/98     $ 14,304.    $ (2,500.)   $ 373,299.     $ (187,853.)    $197,250.

Net Income (Loss)                                               (11,844.)     (11,844.)

Balance 12/31/98      14,304.    $ (2,500.)   $ 373,299.     $ (199,697.)    $185,406.
                    =========    =========    ==========     ===========     =========

</TABLE>







   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>



                       INTERCOM TECHNOLOGIES CORPORATION

                            STATEMENT OF CASH FLOWS

                      THREE MONTHS ENDED DECEMBER 31,1998



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 &ash 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

                      THREE MONTHS ENDED DECEMBER 31,1998



4. INVENTORY

         Inventory consists of the following:

         Parts                                            $ 5,000.
         Finished Goods                                    26,640.
                                                          --------
         Total                                            $31,640.
                                                          ========

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                          20,832.
                                                          --------
         Total                                            $ 3,136.
                                                          ========
6.       OTHER ASSETS

Other assets include loans to related parties in the amount of $ 115,667.

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, 1999                               $ 29,370.
                       2000                                 11,100.
                                                          ---------
         Total                                            $ 40,470.
                                                          =========

<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      THREE MONTHS ENDED DECEMBER 31,1998



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 December  31, 1998 the company has a deferred tax asset of $0. Due to
recurring losses the company has a zero valuation allowance.


II.      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)                                $ (11,844.)

         Shares outstanding at balance sheet date           120,239.

         Net (Loss) per share                             $ (0.09850)


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this report for the quarter ended  December 31, 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)