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, 1997
                         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 December 31, 1997

<PAGE>




                                                               February 24, 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 December 31, 1997,  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.








                                           Margery S. Davidson
                                           Certified Public Accountant




<PAGE>



                        INTERCOM TECHNOLOGIES CORPORATION

                                  BALANCE SHEET

                       THREE MONTHS ENDED DECEMBER 31,1997

                                     ASSETS

CURRENT ASSETS:

         Cash .................................................     $ 21,889.
         Accounts receivable net ..............................       31,457.
         Inventory ............................................       30,707.
                                                                    ---------

              TOTAL CURRENT ASSETS ............................     $ 84,053.

PROPERTY MACHINERY AND EQUIPMENT ..............................        3,460.

OTHER ASSETS ..................................................      126,242.

              TOTAL ASSETS ....................................     $213,755.
                                                                    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
         Accounts payable and accrued expenses ................     $ 36,342.

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 ..................................     (207,690.)
                                                                    ---------

              TOTAL STOCKH0LDER'S EQUITY.......................     $177,413. 

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY....................      $213,755. 
                                                                    =========



   The Accompanying Notes are an Integral Part of These Financial Statements

<PAGE>

                       INTERCOM TECHNOLOGIES CORPORATION

                              STATEMENT OF INCOME

                      THREE MONTHS ENDED DECEMBER 31, 1997

SALES ......................................................   $109,968.

COST OF GOODS SOLD .........................................     26,254.
                                                               ---------
         GROSS PROFIT ......................................     83,714.

SELLING GENERAL AND ADMINISTRATION .........................     117,459.

OTHER (INCOME) OR LOSS .....................................    (13,037.)
                                                               ---------
NET INCOME (LOSS) BEFORE TAXES .............................   $(20,708.)
                                                               =========
PROVISION FOR INCOME TAXES - 
         NET INCOME (LOSS) $(20.708.)
NET INCOME (LOSS) PER SHARE ................................   (0.17222)

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, 1997

CASH FLOW FROM OPERATING ACTIVITIES:
         Net income (loss)......................................     $(20,708.)

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 ............       30,000.
         Decrease (Increase) in inventory ......................            0.
         Decrease (Increase) in other asset.....................       (9,634.) 
         Increase (Decrease) in accounts payable ...............        1,283.
                                                                     ---------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES ...................       1,265.

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 ............       1,265.

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

CASH AT END OF THREE MONTHS ....................................    $ 21,889.
                                                                    =========





   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 31,1997

<TABLE>
<CAPTION>

                             Common                          Additional        Retained 
                              stock         Treasury          paid in          earnings
                             amount           stock           capital          (deficit)         Total
                           --------        ---------        ----------       ------------     ----------
<S>                        <C>             <C>              <C>              <C>              <C>       
Balance 10/1/97            $ 14,296.       $ (2,500.)       $ 365,057.       $ (186,982.)     $ 189,871.

Net Income (Loss)                                                               (20,708.)       (20,708.)

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

Balance 3/31/98              14,304.       $ (2,500.)       $ 373,299.       $ (207,690.)     $ 177,413.
                           =========       =========        ==========       ===========      ==========

</TABLE>







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


                       INTERCOM TECHNOLOGIES CORPORATION

                       NOTES TO THE FINANCIAL STATEMENTS

                      THREE MONTHS ENDED DECEMBER 31,1997


ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

I.   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 an 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, 1997

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 ...................        19,489.
                                                        --------
     Total ......................................        $3,460.
                                                        ========

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 DECEMBER 31, 1997


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,  1997 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).....................................   $ (20,708.)

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

     Net (Loss) per share .................................   $ (0.17222)

<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)