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 March 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     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 March 31, 1998
<PAGE>

Margery S. Davidson                                                Member:NJCPA
Certified Public Accountant

                                  May 20, 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 March 31,  1998,  and the  related  statements  of income,  cash flows and
statement of changes to  stockholder's  equity for the six 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.








                                               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

                         SIX MONTHS ENDED MARCH 31,1998


                                     ASSETS

CURRENT ASSETS:

     Cash .............................................          $  30,472.
     Accounts receivable net ..........................             30,897.
     Inventory ........................................             29,257.
                                                                 ----------
          TOTAL CURRENT ASSETS ........................          $  90,626.

PROPERTY MACHINERY AND EQUIPMENT ......................              2,812.

OTHER ASSETS ..........................................            124,959.

          TOTAL ASSETS ................................          $ 218,397.
                                                                 ==========

        LIABILITIES AND STOCKHOLDERS'EQUITY

LIABILITIES:
     Accounts payable and accrued expenses ............          $  31,346.

STOCKHOLDER'S EQUITY
     Common stock-Par value $.OOO1;
     250,000,000 shares authorized
     120,239 shares issued and outstanding ............          $  14,304.

     Treasurer stock                                                (2,500.)

     Paid-in capital                                               373,299.
     Accumulated Deficit ..............................           (198,052.)
                                                                 ----------
          TOTAL STOCKHOLDER'S EQUITY ..................          $ 187,051.

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ............          $ 218,397.
                                                                 ==========



The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>

                       INTERCOM TECHNOLOGIES CORPORATION

                              STATEMENT OF INCOME

                         SIX MONTHS ENDED MARCH 31,1998

SALES .................................................         $ 250,413.

COST OF GOODS SOLD ....................................           105,791.
                                                                ----------
        GROSS PROFIT ..................................           144,622.

SELLING GENERAL AND ADMINISTRATION ....................           153,734.
                                                                ----------
NET INCOME (LOSS) BEFORE TAXES                                    ( 9,112.)
PROVISION FOR INCOME TAXES ............................             1,958.
                                                                ----------
        NET INCOME (LOSS) .............................         $( 11,070.)
                                                                ==========
NET INCOME (LOSS) PER SHARE ...........................          (0.09207)

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

                         SIX MONTHS ENDED MARCH 31,1998

CASH FLOW FROM OPERATING ACTIVITIES:
        Net income (loss) .......................................     $(11,070.)

Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
        Depreciation ............................................          648.

Changes in assets and liabilities
        Decrease (Increase) in accounts receivable ..............       13,000.
        Decrease (Increase) in inventory ........................        1,450.
        Decrease (Increase) in other assets .....................       10,812.
        Increase (Decrease) in accounts payable                        ( 4,992.)
                                                                        -------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES ....................        9,848.

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 .............        9,848.

CASH AT BEGINNING OF YEAR .......................................       20,624.

CASH AT END OF YEAR .............................................     $ 30,472.
                                                                        =======



The Accompanying Notes are an Integral Part of These Financial Statements
<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                  STATEMENT OF CHANGES TO STOCKHOLDER'S EQUITY

                         SIX MONTHS ENDED MARCH 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/l/97 ......$ 14,296.    $ (2,500.)     $365,057.   $(186,982.)  $ 189,871.

Net Income (Loss) ....                                          (11,070.)    (11,070.)

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

Balance 3/31/98          14,304.   $ (2,500.)     $373,299.   $(198,052.)  $ 187,051.
                      ==========     =======       ========    ========      ========

</TABLE>






The Accompanying Notes are an Integral Part of These Financial Statements
<PAGE>


                       INTERCOM TECHNOLOGIES CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                         SIX MONTHS ENDED MARCH 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 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

                         SIX MONTHS ENDED MARCH 31,1998


4.  INVENTORY

        Inventory consists of the following:

        Parts .........................................   $ 5,000.
        Finished Goods ................................    24,257.
                                                          --------
        Total .........................................   $29,257.
                                                          ========
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 ........................     2,799.
        Auto ..........................................     3,250.
                                                          --------
        Total Cost ....................................    22,949.

        Accumulated depreciation ......................    20,137.
                                                          --------
        Total .........................................   $ 2,812.
                                                          ========

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

                        THREE MONTHS ENDED MARCH 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 March
     31,  1998 the  company  has a deferred  tax asset of $0.  Due to  recurring
     losses the company has a zero valuation allowance.

10.  SUBSEQUENT EVENTS

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


11.  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).....................................   $ (11,070.)

     Shares outstanding at balance sheet date .............     120,239.

     Net (Loss) per share .................................   $(0.09207)

<PAGE>

                                   SIGNATURES

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