10KSB




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

                                 FORM 10-KSB
                                   (Mark One)

      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2003
                                       OR
    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                          For the transition period to

                        Commission file number 000-29805

                             ICT TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

DELAWARE                                           13-4070586
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                 33 West Main Street, Elmsford, New York 10523
              (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (914) 592-1700

Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock, par
value $.001 per share

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days. YES [X]
NO [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained  herein,  and none will be  contained,  to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference in Part III of this Form 10-KSB/A or any amendment to
this Form 10-KSB/A. [ ]

The issuer's revenues for its most recent fiscal year were: $203,013.

     The   aggregate   market   value  of  the  voting   Common  Stock  held  by
non-affiliates  of the  issuer,  based on the  closing  sales price of $1.49 per
share, was $128,437,248 as of May 18 2004.

At May 18, 2004, the registrant had outstanding  86,199,492 shares of Common
Stock, par value $0.001 per share.


Transitional Small Business Disclosure Format (check one):

Yes [   ]         No   [X]


TABLE OF CONTENTS

PART I
ITEM 1  DESCRIPTION OF BUSINESS                                                1
ITEM 2  DESCRIPTION OF PROPERTY                                                9
ITEM 3  LEGAL PROCEEDINGS                                                      9
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   10

PART II
ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS              10
ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS            11
ITEM 7  FINANCIAL STATEMENTS                                                  21
ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE                                   21

PART III
ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT            22
ITEM 10 EXECUTIVE COMPENSATION                                                24
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        24
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        25
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K                                      25
ITEM 14 CONTROLS AND PROCEDURES                                               25


SIGNATURES....................................................................26
CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER..27-28
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS....................................................................29
DESCRIPTION OF EXHIBITS.......................................................44
CERTIFICATIONS PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002......................................46-47

                             ICT TECHNOLOGIES, INC.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Unless the context otherwise requires,  (i) all references to "ICT Technologies"
or  the  "Company"  include  ICT   Technologies,   Inc.  and  its  wholly  owned
subsidiaries Europhone Inc.,  EurophoneUSAEurophone  USA, Inc. ("Europhone USA")
(Europhone,  Inc. together with Europhone USA is hereinafter referred to jointly
as "Europhone") EurophoneUSAEurophone USA LLC, Eurokool Inc., and Eurospeed Inc.
and (ii) all references to the Company's  activities,  results of operations and
financial  condition prior to May 9, 2002 relate to  EurophoneUSAEurophone  USA,
Inc. ("EurophoneUSA"), which is the accounting predecessor of the Company.

FORWARD-LOOKING AND THIRD PARTY STATEMENTS

ICT  Technologies  intends that certain matters  discussed are  "forward-looking
statements" intended to qualify for the safe harbors from liability  established
by the Private Securities  Litigation Reform Act of 1995. These forward-looking
statements  can  generally  be  identified  as such  because  the context of the
statement will include words such as ICT Technologies "believes," "anticipates,"
"expects" or "estimates" or words of similar meaning. Similarly, statements that
describe ICT Technologies future plans,  objectives,  targets or goals are also
forward-looking  statements.  Such  forward-looking  statements  are  subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those anticipated as of the date of this report.  Shareholders,
potential  investors  and other  readers are urged to consider  these factors in
evaluating the  forward-looking  statements and are cautioned not to place undue
reliance on such  forward-looking  statements. The  forward-looking  statements
included  herein  are  only  made  as of  the  date  of  this  report,  and  ICT
Technologies undertakes no obligation to update such forward-looking  statements
to reflect subsequent events or circumstances.

Descriptions of our suppliers and their operations contained herein are taken in
part from corporate web sites and other sources that are believed to be accurate
but as to which the Company cannot guarantee accuracy.

BUSINESS OVERVIEW

ICT  Technologies  is a  holding  company  for  products  and  services  in  the
telecommunications and consumer durables sectors.  During 2003, shifted emphasis
in its business away from calling cards focusing more on mobile telephone design
and  manufacturing.  For that  reason,  among  others,  revenue  in the  prepaid
telephone  card  business  decreased.  Revenue for the our durable good business
increased modestly. In 2003, we completed shipments of prepaid telephone calling
cards  (variable  rate)  and  sample  shipments  of air  conditioning  units  to
distribution  channels  in  EuropeGreece,  generating  revenues in each of these
areas, and continued the operation of EurophoneUSA's telecommunications business
as described below. We also have  distribution  relationships  for the following
additional products and services:

* Prepaid internet service;
* Motorcycles;
* Internet (ISP) service; and
* Mobile telephones

We expect to begin  generating  revenue due to our  relationship  with  Audiovox
Communications  Corporation  (Audiovox or ACC) and other mobile telephone buyers
during the third  quarter of 2004 and  possibly  in the second  quarter of 2004.
Sales from this  relationship  has not yet commenced,  although we have been put
third party design and manufacturing  facilities in place to serve the contract.
It will not be necessary for us to obtain any further  financing or governmental
approvals to commence distribution of these mobile telephones.

ICT Technologies focus as a holding company with operating  subsidiaries engaged
in the distribution of various products  manufactured by unrelated third parties
was established through a transaction (the "2002 Transaction") with Mr. Vasilios
Koutsobinas and EurophoneUSA, which was effective as of May 9, 2002. Pursuant to
the  terms  of  that  2002  Transaction,  Mr.  Koutsobinas  contributed  to  ICT
Technologies,  Inc. a 100%  ownership  interest in Europhone,  Inc. In addition,
pursuant to the 2002  Transaction,  Mr.  Koutsobinas  and caused  Europhone USA,
which at the time the 2002  Transaction  was consummated was wholly owned by Mr.
Koutsobinas, to perform as agent for the Company certain distribution agreements
that had been entered into by Europhone  USA the remaining  contracts  described
above as agent  for ICT  Technologies.  The terms of the 2002  Transaction  were
amended in April 2003 to include the contribution by Mr. Koutsobinas to ICT of a
100%  ownership  interest  in  Europhone  USA, in  recognition  of the fact that
Europhone USA and the Company had been  operating on a combined  basis since May
9, 2002. Finally, pursuant to the 2002 Transaction,  Mr. Koutsobinas contributed
to the Company a 100% ownership interest in Eurospeed,  Inc. and Eurokool, Inc.,
which do not currently conduct operations but hold certain intellectual property
used by the  Company.  As a result  of the 2002  Transaction,  ICT  Technologies
succeeded  to  the  rights  of  Europhone  Inc.  and  Europhone  USA  under  and
EurophoneUSA  conveyed  their  rights to ICT  Technologies  under the  following
agreements:

*   Distribution   agreements   with  Canquest   Communications   (Canada)  Inc.
("Canquest") and its affiliate, Canquest Communications (Online) Inc. ("Canquest
Online"),  relating to the sale of prepaid  telephone  calling cards and prepaid
internet service, respectively;
* Distribution  agreements with manufacturers located in the Peoples Republic of
China ("PRC") relating to the sale of air  conditioners,  motorcycles and mobile
telephones; and
* Distribution agreements with PNG Telecommunications,  Inc. ("PowerNet Global")
relating  to the  provision  of ISP  service  and to  EurophoneUSA's  historical
telecommunicatlong-distance service.ions business

In consideration for the assets contributed to ICT by Mr.  Koutsobinas  pursuant
to the 2002 Transaction, ICT issued 68,000,000 shares of new common stock to Mr.
Koutsobinas  and  10,000,000  shares of new  common  stock (the  "Europhone  USA
Shares") to Europhone USA.  Accordingly,  Mr. Koutsobinas became the controlling
stockholder  of the Company and also assumed the positions of Chairman and Chief
Executive  Officer  upon the closing of the 2002  Transaction.  ICT  anticipates
that, as a consequence of the  contribution  of the capital stock that Europhone
USA  contributed to the Company,  the Europhone USA Shares will be cancelled and
10,000,000  additional  shares  of  new  common  stock  will  be  issued  to Mr.
Koutsobinas.

ICT Technologies, Inc. was formed on May 27, 1999 and is the successor by merger
to a New York  corporation  formed on February 8, 1994.  ICT  Technologies  is a
holding company for operating subsidiaries that conduct distribution activities.
The  Company's  principal  executive  office is located at 33 West Main  Street,
Elmsford, New York 10523 and its telephone number is (914) 592-1700. Information
about ICT Technologies  may be found on its website at  www.icttechnologies.com.
Information found on ICT Technologies website should not be considered part of
this annual report on Form 10-KSB.

BUSINESS SEGMENTS

ICT Technologies has organized its distribution  businesses into three segments:
telecommunications,  air  conditioners  and  motorcycles.  The  following  is  a
description of the principal  products and services in each segment and the ways
that ICT  Technologies  expects to profit from  distributing  these products and
services.

Telecommunications

                                 Telephones

ICT  Technologies  has an agreement to  distribute  mobile  telephones  that are
manufactured by Ningbo Bird Corporation Ltd.  ("Ningbo") of the PRC. Pursuant to
this  agreement,  which will come into effect upon the first  shipment of mobile
telephones to ICT  Technologies,  ICT  Technologies  has the exclusive  right to
distribute  specified models of mobile phones manufactured by Ningbo outside the
Peoples  Republic of China (PRC)  through  June 1, 2007.  ICT  Technologies  has
agreed to  purchase a minimum of 500,000  mobile  phones per year (or 40,000 per
month) during the term of the agreement; if ICT Technologies purchases less than
400,000  mobile phones each year (or 30,000 per month),  the agreement  provides
that it can be terminated automatically by Ningbo. However, ICT Technologies has
received  verbal  assurance from Ningbo that the minimum  purchase  requirements
will not be  enforced  for past  periods,  but there is no  assurance  that such
forbearance  will  continue.  The prices of the mobile phones are to be adjusted
each quarter by agreement of the parties based upon market conditions. Ningbo is
the second largest manufacturer of mobile telephones in the PRC.

During  the last  quarter  of 2003,  we entered  into an  informal  relationship
whereby we agreed to design,  and then sell,  mobile  telephones to Audiovox,  a
leading  distributor  of  mobile  telephones  worldwide.  To supply  the  design
function we entered into an agreement  on October  20,2003 with Uroa Tech,  Inc.
through  Europhone  USA which will come into effect  upon the first  shipment of
mobile  telephones  to us and expire two years from this date.  The terms of the
agreement  will be renewed  automatically  on a yearly  basis up to three  years
total  length of time.  We have  received  a letter  of credit  from ACC for 9.8
million dollars to pay for the first  installment of 100,000  telephones,  along
with a purchase  order  covering the delivery of 1 million  cellular  telephones
over a twelve month period.  To finance the manufacture of this order, we issued
a back to back  letter of credit  against the ACC Letter of Credit for 9 million
dollars to an unrelated third party manufacturer to fulfill the order. We expect
to receive  payment for the first  installment of telephones  late in the second
quarter or in the third  quarter of 2004.  However,  the ACC purchase  order has
expired  and  while  we  expect  both the  first  shipment,  and all  subsequent
shipments,  to be  accepted  by Audiovox  there may not exist,  at this time,  a
contractual  obligation to accept the shipments.  In the event of non-acceptance
of the shipment,  we will be materially and adversely affected.  The Company has
recently requested that ACC reconfirm their purchase order.

                            Long Distance Service

Long  distance  service is  provided  through ICT  Technologies  as an agent for
PowerNet Global. PowerNet Global provisions all long distance customers to Qwest
(or  Touch  America)  or Global  Crossing.  PowerNet  Global is a  direct-billed
service, which means customers receive a statement each month for their service;
the  Europhone  name is  included on invoices  generated  by PowerNet  Global to
reinforce  the  branding  of  the  Company's  telecommunications  product  line.
PowerNet  Global's  long  distance  service  affords  customers the benefit of a
minimum  6-second call length,  which  represents an attractive  selling  point.
Customers are not charged for hang-ups or incorrectly dialed numbers when a call
is terminated prior to 6 seconds elapsing.  Furthermore,  per minute charges for
domestic long distance service are 5.9 cents per minute, with no monthly fees or
charges applicable whatsoever.

Pursuant to its agreement with PowerNet Global,  ICT Technologies is entitled to
a percentage of the amount billed to and collected from long distance  customers
sourced by ICT Technologies.  ICT Technologies receives a net payment each month
for its share of long distance revenues.  Although ICT Technologies has not used
distributors in its long distance  business to date, it is expected that if such
distributors are used, they would be paid a portion of the revenues  realized by
ICT  Technologies  on a pass-through  basis.  ICT  Technologies  agreement with
PowerNet Global for the provision of long distance  service can be terminated by
PowerNet Global on 30 days notice.

ICT  Technologies  began  providing  long  distance  service in October 2002 and
served approximately 4,000 long distance subscribers,  all located in the United
States, at December 31, 2003.

                            Prepaid Calling Cards

The Europhone  Prepaid Phone Card is a  residential  and corporate  product that
allows users to purchase a designated  amount of long  distance  minutes to make
calls,  from virtually any phone or country  worldwide,  without  worrying about
having  the  correct  amount  of  change  or being  subject  to  charged  a call
surcharge.  The cards are purchased in  denominations  of $5, $10, and $20. Each
Europhone  Prepaid  Phone  Card  bears  a  confidential,   individual   personal
identification  number  ("PIN") that is activated  prior to the sale of the card
and is revealed to the end user through a "scratch-off"  procedure. The card can
be used until air time charges equal the total value of the card,  subject to an
12-month expiration period following activation without use.

As of December 31, 2003, the Companys  products  consist of prepaid phone cards
and long distance  service.  Communications  services are  recognized as revenue
when  services  are  provided.  The Company  offers  essentially  two classes of
prepaid calling cards; "first use" and "usage" cards.  Prepaid calling cards are
delivered to the dealers  essentially on a consignment  basis. Upon notification
by the telephone  carrier that cards have been  initialized  by a customer,  the
face amount [of the card(s)] less dealer  discount is invoiced and recognized as
deferred  income.  Invoices  are  payable  by the dealer  within 48 hours  after
invoicing.

Revenue  is earned  through  the  rounding  of  minutes  used,  access  charges,
connection  charges and weekly maintenance fees and the Company pays the related
telephone  charges to the  carrier on a daily basis as usage  occurs.  It is the
Company's  experience  that these cards are consumed within the first 30 days of
sale and activation; otherwise, they will expire after 90 days.

All  air  time  for  the  Europhone  Prepaid  Phone  Card  is  provided  to  ICT
Technologies by Canquest.  ICT  Technologies  maintains a security  deposit with
Canquest  against which air time charges are debited as calls are made by users.
ICT  Technologies  agreement  with  Canquest  for the  provision of air time is
effective through October 27, 2004,  subject to automatic 12-month renewal if no
termination notice is delivered by either party.

The Company  believes that rate structures for the Europhone  Prepaid Phone Card
are competitive.  There are no hidden fees charged to users and no fee for calls
made from  payphones  is  imposed.  Each call is subject  to a 6-second  minimum
length and is billed in  one-minute  increments  after the initial  minute.  The
Europhone  Prepaid Phone Card also offers a number of service  features that are
highly attractive to consumers.  Callers can access  approximately 125 countries
using the card.  In  addition,  Canquest  provides  24-hour a day,  7-day-a-week
customer  service  to assist  users of the  Europhone  Prepaid  Phone  Card with
dialing  instructions,  account  balances,  and rate  inquiries.  The  operators
providing this customer support service speak a total of 36 languages. Moreover,
Canquest's voice prompting system responds to 9 languages.

ICT Technologies  sells the Europhone Prepaid Phone Card and associated PIN's to
distributors,  at a discount  to face  value.  The Company  also  distributes  a
variety  of  co-branded/private  label  cards,  each  unique  in its  scope  and
service(s).  During 2002, ICT Technologies  completed  contracts for the sale of
calling cards and PIN's to Antiko Travel and  Zoumbourlis  Supermarkets.  Antiko
Travel and  Zoumbourlis  Supermarkets  operate in Greece and have  distribution
channels in other parts of Europe.

In December,  2002 the Company shipped an aggregate of approximately  $1,300,000
in prepaid  telephone  cards to three  distributors of prepaid phone cards on an
essentially  consignment  basis.  Payments on the  invoices  become due upon the
first use of the telephone cards by the subscribers. One of the customers is the
daughter of Mr. Vasilios Koutsobinas, Chairman of the Board of the Company.

The Europhone Prepaid Phone Card can be sold as a Europhone branded product,  as
has  principally  been the case to date,  or as a  private  label  product.

                              Internet Service

Prepaid Internet Service.  The Company initially into an agreement with Canquest
Online  covering the period through  December 17, 2004 for the  distribution  of
prepaid  internet  service,  in the form of compact  disks,  through  online and
point-of-sale   activated  channels.   ICT  Technologies   intends  to  commence
distribution of its goeurophone prepaid internet access compact disk during 2005
since  research  and  development  by Canquest has not yet been  completed.  The
compact disk can be inserted in any computer with a dial-up  capability and used
to browse the web. In  addition,  each  compact  disk will provide the user with
e-mail hosting services for up to five e-mail addresses that can be used to send
and  receive  e-mail.  Users will also be entitled  to a  customized  home page.
Unlike  traditional  internet  and hosting  services,  the  goeurophone  prepaid
internet compact disk will permit users to gain access to these services without
the need for a credit card and without any  commitment  to subscribe for ongoing
services.   Goeurophone   prepaid   internet  compact  disks  will  be  sold  in
denominations  of $10 for 10 hours of  internet  access  and $20 for 22 hours of
internet access.

ISP Service.  ICT Technologies  intends to offer flat-rate,  unlimited  internet
access as an agent of ISP services provided by PowerNet Global. ICT Technologies
plans to begin marketing this service during 2004 to retail customers as well as
to the small office/home  office market.  The service will include web and email
hosting:  users will be provided with up to five e-mail addresses and a personal
home page.  The ICT  Technologies  internet  access service will be supported by
24-hour a day, 7-day-a-week technical assistance provided by PowerNet Global.

Pursuant to its agreement with PowerNet Global for the provision of ISP service,
ICT  Technologies  will be entitled to a percentage  of the amount billed to and
collected  from ISP  customers  sourced by ICT  Technologies.  Accordingly,  ICT
Technologies  will  receive  a net  payment  each  month  for its  share  of ISP
revenues.  It is expected that any distributors used by ICT Technologies will be
paid a portion of the revenues  realized by ICT  Technologies  on a pass-through
basis.


Air Conditioners

ICT  Technologies  has  entered  into  agreements  for the  distribution  of air
conditioners manufactured by two major suppliers in the PRC, Guangdong Chigo Air
Conditioning  Co.,  Limited  ("Chigo") and  Guangdong  Richvast  Group  Company,
Limited  ("Richvast").  These air  conditioners  include  split unit (which also
serve as heaters since they are capable of blowing hot air),  window,  and floor
unit models.  Both  manufacturers  produce units that are  comparable in cooling
capacity and  incorporate  high-quality  compressors  supplied by Mitsubishi and
Hitachi,   respectively.  The  models  produced  by  Richvast  include  enhanced
decorative   features,   which  are  geared  toward  more  affluent  purchasers.
Distribution of air conditioners  began in 2002 with the shipment of samples and
test  models to Botzakis  S.A.  (Botzakis),  a Greek  wholesaler.  Botzakis  was
subsequently terminated for non-payment.

ICT  Technologies  distribution  agreement  with Chigo covers the period through
January 31, 2007.  Pursuant to this agreement,  ICT Technologies is appointed as
the sole agent for the  distribution of Chigo products  bearing both the "Chigo"
and "Eurokool"  brand names in North,  South and Central  America,  and parts of
Europe,  except that  distribution is only permitted under the "Eurokool"  brand
name in  countries  or regions  where  sales of "Chigo"  branded  products  have
already taken place.  ICT  Technologies  agreed to purchase a minimum of 200,000
air  conditioners  in the year ending  December  31, 2003 and must  increase its
purchases  by 50% in each  contract  year  thereafter.  Compliance  with minimum
ordering  requirements  is to be tested  monthly,  and the  failure  to meet any
month's minimum could lead to  cancellation of the agreement by Chigo.  However,
ICT  Technologies  has  received  verbal  assurance  from Chigo that the minimum
purchase requirements will not be enforced for past periods, but there can be no
assurance  that  such  forbearance   will  continue.   The  price  for  the  air
conditioning units is negotiated by the parties in connection with each purchase
order.  ICT  Technologies  is  responsible  for  the  installation,  repair  and
maintenance of products  distributed by it and for advertising  such products at
its  expense.  Chigo  offers a one-year  workmanship  warranty on its  products,
whereas the major parts (such as compressor,  fan motor,  electric board, remote
controller,  etc.) are  covered  for five years,  subject to  malfunction  being
verified as a quality shortfall.

ICT Technologies  distribution agreement with Richvast covers the period through
August  2007.  Pursuant  to this  agreement,  ICT  Technologies  is  entitled to
distribute Richvast products worldwide.  ICT Technologies has an exclusive right
to distribute  specific models of air  conditioners  in Europe,  manufactured by
Richvast, bearing the "Eurokool" brand name. ICT Technologies agreed to purchase
a minimum of 80,000 air  conditioners  per year (or 4,000 per month)  during the
term of the  distribution  agreement.  However,  ICT  Technologies  has received
verbal assurance from Richvast that the minimum purchase  requirements  will not
be enforced for past periods,  but there is no assurance  that such  forbearance
will  continue.  The price for the air  conditioning  units is negotiated by the
parties in connection with each purchase order.

Chigo manufactures air conditioners in Guangdong,  PRC. Chigo employs over 8,000
people and has an annual  production  capability of approximately  3,000,000 air
conditioners.  The company also produces a wide variety of other  industrial and
consumer products.  Chigo's technological team consists of over 300 professional
technicians, many of whom hold doctoral degrees.

Before sales of any air  conditioner  models can commence in the United  States,
appropriate  government and agency regulatory approvals will need to be secured.
So far five models have received regulatory approval.

Motorcycles

ICT  Technologies  has entered into an agreement  with Giantco,  Limited of Hong
Kong, PRC  ("Giantco") for the worldwide  distribution  through March 1, 2007 of
motorcycles  manufactured  by Giantco  and bearing the  "Eurospeed"  brand.  ICT
Technologies  planned  product  offerings  under  this  contract  include  small
displacement  motorbikes,  dirt bikes, all terrain vehicles,  and scooters.  ICT
Technologies  is  obligated  under the  agreement  to purchase  at least  30,000
Giantco  motorcycles per year and at least 2,000 Giantco  motorcycles per month.
However,  ICT  Technologies  has received verbal assurance from Giantco that the
minimum purchase  requirements will not be enforced for past periods,  but there
can be no  assurance  that such  forbearance  will  continue.  The price for the
motorcycles is negotiated by the parties in connection with each purchase order.
Headquartered  in  Hong  Kong  with  manufacturing,  research,  and  development
facilities  located in  Guangdong,  PRC,  Giantco is a  motorcycle,  scooter and
engine manufacturer of the "HONGYI" brand.

SUPPLY AND SALE TERMS

All sales  under ICT  Technologies  distribution  agreements  are settled in US
Dollars. All suppliers under distribution  agreements for tangible goods require
letters  of credit to be posted by ICT  Technologies  prior to the  shipment  of
goods. ICT Technologies  plans to secure these letters of credit for the benefit
of suppliers  with  letters of credit  obtained  from the  customers to whom the
goods are ultimately to be delivered. Air time from Canquest is provided against
a cash security deposit that is required to be replenished from time to time.

Air  conditioners  are now  invoiced at the time of  shipment.  Distributors  of
prepaid  phone cards are invoiced  when the cards are put to use. It is expected
that distributors  engaged by ICT Technologies will make payment for distributed
products under a variety of terms including bank guarantees, T/T(similar to cash
on delivery), letters of credit, and open account.

SALES, DISTRIBUTION AND MARKETING

ICT Technologies  employs 4 individuals  involved in sales and marketing.  These
employees focus on long distance service sales and prepaid telephone cards.

ICT Technologies  engages independent  distributors to increase the scope of its
sales efforts.  Independent distributor  relationships have been established for
the sale of  prepaid  telephone  cards and air  conditioners.  ICT  Technologies
intends to establish distribution relationships in connection with the marketing
of additional  products,  including a company owned by a family member of one of
the Company's executives for the purpose of promoting sales and the distribution
of ICT Technologies' products in Europe and the Middle East.

The Company handles  internally all the  advertising and marketing  programs for
its products, including those distributed through its distribution network, on a
worldwide  basis.  The forms of  advertising  used  include  television,  radio,
newspapers, face-to-face presentations and exhibitions.

SEASONALITY

In  general,  ICT  Technologies  has not  experienced  and does  not  anticipate
experiencing significant seasonal fluctuations in demand for its products.

EMPLOYEES

ICT Technologies has 12 full-time employees. None of the Company's employees are
represented by a labor union and the Company considers its employee relations to
be very good.

GOVERNMENT REGULATION

Numerous  aspects of ICT  Technologies  operations are subject to  governmental
regulation in the U.S. and abroad.  Various  licenses and approvals are required
to be obtained in order for ICT Technologies to distribute its products.

Motorcycles.  The motorcycles to be distributed by ICT  Technologies are subject
to  certification  by the  U.S.  Environmental  Protection  Agency  ("EPA")  for
compliance  with  applicable  emissions and noise  standards,  and by California
regulatory  authorities  with respect to emissions,  tailpipe,  and  evaporative
emissions  standards.  ICT  Technologies  motorcycle  products have not yet been
certified to comply with these  standards.  ICT Technologies has been advised by
Giantco that the  motorcycles to be distributed  already meet the more stringent
certification  standards  adopted  by the EU,  and  that  Giantco  believes  its
applications  for federal and  California  certification  will be  approved.  No
certification  is required  for motor  scooters  with  engines  that are 50cc or
smaller.  ICT  Technologies  believes that the  certification  process for other
motorcycles will be obtained during 2004.

Air  Conditioners.  Approvals have been secured for the sale of air conditioners
in Europe (CE  approval)  and it is expected that the Company will be granted UL
approval (for the sale of air  conditioners in the United States) before the end
of 2004.

Reliance  on Third Party  Telecommunications  Providers.  When ICT  Technologies
resells long  distance  telephone  capacity,  air time or internet  service,  it
relies on third party carriers to comply with applicable  laws and  regulations.
ICT  Technologies  has no  control  over the  manner  in which  these  companies
operate.  Domestic or foreign  regulatory,  judicial,  legislative  or political
entities may raise issues  regarding  the  compliance  of these  companies  with
applicable laws or  regulations,  or limit their ability to provide the services
ICT Technologies resells.

Environmental  Regulation.  Federal,  state and local  authorities  have various
environmental  control  requirements  relating to air, water and noise pollution
that  affect the  business  and  operations  of the  motorcycle  industry.  For
instance,  the EU  regulates  the  types  of  refrigerants  that are used in air
conditioning  units. The Company strives to ensure that its products comply with
all applicable environmental regulations and standards.

State and Foreign Laws. ICT  Technologies  products and services are distributed
and/or accessible worldwide, which require compliance with the laws of different
jurisdictions.  Because  certain of ICT  Technologies  services are  distributed
and/or accessible worldwide,  many jurisdictions may claim that ICT Technologies
is required to comply with their laws.  ICT  Technologies  believes  that it has
taken all  appropriate  regulatory  actions  required to conduct its business to
date.  Failure by ICT  Technologies  to qualify to do business in a jurisdiction
where it is  required  to do so could  subject  ICT  Technologies  to taxes  and
penalties  and could  result in the  inability  of ICT  Technologies  to enforce
contracts  in  such  jurisdictions.

COMPETITION

ICT  Technologies  encounters  competition  in each of its  product  and service
areas. The following is a description of our principal competitors and a summary
of the  competitive  factors  that are  likely to  influence  ICT  Technologies
success in each of these areas.

Telecommunications  Services. ICT Technologies competes with many of the largest
telecommunications  providers,  including  AT&T, MCI WorldCom and Sprint.  These
companies  are  substantially  larger  and have  greater  financial,  technical,
engineering,  personnel and marketing  resources,  longer  operating  histories,
greater  brand  recognition  and larger  customer  bases than we do. We may also
compete with large operators in other countries.  ICT Technologies believes that
its long  distance  and ISP  services  are  competitive  based on price  and are
benefited by customer  support  provided by the carriers.  A general decrease in
telecommunication  rates charged by major carriers could have a negative  effect
on our competitive position.

In the prepaid  calling card market,  we also  compete  with  smaller,  emerging
carriers,  including IDT Corp.,  9278  Communications,  ValuCom and with various
lesser  companies who resell  virtual  calling cards  provided by other carriers
through their web sites.  ICT Technologies  believes that its prepaid  telephone
card products are competitive  based on price,  customer  service  support,  and
other service terms.

ICT Technologies is not aware of any competitors in the prepaid internet market,
although a variety of other  companies  could enter that  market  with  relative
ease.

Mobile Telephones. The mobile telephone market is filled with large, established
competitors  such as Kyocera,  LG,  Motorola,  Nokia, and other well-known brand
names.  These  companies  offer a variety of  telephones  tailored to the unique
needs of  their  users.  Quite  often,  price,  quality,  styling,  portability,
efficiency,  available services,  and product features determine the competitive
market factors. ICT Technologies 3G GSM-enabled tri-band mobile phone offerings,
bearing the Europhone  trademark,  will are expected to  incorporate  the latest
technology  and  ICT  Technologies  believes  these  products  will  to  compete
effectively based upon price, quality, styling, and services.

Motorcycles.  With  respect to  motorcycles,  the Company  competes  with Honda,
Suzuki, Kawasaki,  Piaggio (Vespa) and other similar competitors,  most of which
are located outside the United States.  Competition in this market is based upon
a number of factors,  including price, quality,  reliability,  styling,  product
features,  customer preference,  and warranties. The Company believes it will be
able to compete very effectively  based on price,  with offerings at roughly 50%
of the retail  prices  currently  charged by major  competitors  for  comparable
products,  and that  quality,  service,  and styling  may afford it  competitive
advantages. ICT Technologies offers a one-year warranty on its motorcycles.

Air  Conditioners.  With respect to air  conditioners,  we compete with numerous
consumer products companies such as General Electric Company, Whirlpool, LG, and
other  similar  competitors.  The  Company  believes  it will be able to compete
effectively  based on price.  In  particular,  the Company does not believe that
there  are  currently  any  competitors   offering  air  conditioning  units  of
comparable  size  and  quality  in a  similar  price  range.  In  addition,  ICT
Technologies  is  one of the  first  companies  to  distribute  ecological  code
refrigerant  for the European  market;  after January 1, 2004,  companies  whose
products do not meet these criteria will not be able to sell air conditioners in
the European Union.

The  competitors  in each of ICT  Technologies  product  markets  generally have
financial and marketing  resources that are substantially  greater than those of
ICT  Technologies.  They frequently have larger  worldwide sales volumes and are
more  diversified than ICT  Technologies.  The Company cannot be certain that it
will be able to compete successfully against current and future competitors.  As
a  strategic  response  to  changes  in the  competitive  environment,  pricing,
service,  or marketing  decisions  may be  exercised  that could have a material
adverse effect on the business,  financial  condition,  and operating results of
the Company.  These companies may have larger,  more established  customer bases
and other competitive advantages.

It is anticipated  that additional  competitors will be attracted to the prepaid
card  market,  particularly  where  deregulation  results  in  significant  rate
reductions.   These  additional   competitors  include   Internet-based  service
providers  and other  telecommunications  companies.  Competition  from existing
competitors or new market entrants could materially and adversely affect revenue
prospects.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

ICT  Technologies  owns  registered  trademarks  for its Eurokool and  Eurospeed
brands.  The  success of ICT  Technologies  depends in part upon its  ability to
protect its trademarks,  service mark, and trade secrets.  Effective  trademark,
service mark, and trade secret  protection may not be available in every country
in which the Company's  products and services are made available,  and thus, the
steps that the Company takes may be inadequate to protect its rights.

ICT     Technologies     currently    holds    the    Internet    domain    name
www.icttechnologies.com.   Governmental   agencies  and  their   designees   are
responsible for regulating the acquisition and maintenance of domain names.  The
regulation of domain names in the United  States and other  countries may change
in the near future.  Such changes in the United States are expected to include a
transition  from  the  current  system  to a  system  that  is  controlled  by a
non-profit  corporation  and  the  creation  of  additional  top-level  domains.
Governing  bodies may establish  additional  top-level domain name registrars or
modify the requirements for holding domain names. As a result,  ICT Technologies
may be unable to acquire or maintain relevant domain names in countries in which
it  conducts  business.   Furthermore,   the  relationship  between  regulations
governing  domain names and laws protecting  trademarks and similar  proprietary
rights is unclear.  Therefore,  ICT  Technologies may be unable to prevent third
parties from  acquiring  domain  names that are similar to,  infringe  upon,  or
otherwise decrease the value of its trademarks and other proprietary rights.

ICT Technologies has entered into confidentiality and assignment agreements with
its employees and contractors,  and  nondisclosure  agreements with parties with
whom the Company conducts business. ICT Technologies does this in order to limit
access  to  and  prevent  disclosure  of  its  proprietary  information.   These
agreements  are  designed  to make it  clear  that  ICT  Technologies  owns  any
technology developed by its employees and contractors during their engagement by
ICT Technologies and to protect ICT Technologies against unauthorized disclosure
of its proprietary information. There can be no assurance that these contractual
arrangements  or the  other  steps  taken by ICT  Technologies  to  protect  its
intellectual property will prove sufficient.

RESEARCH AND DEVELOPMENT

ICT Technologies  considers the amounts spent by it for research and development
during 2002 and 2001 to be immaterial.

ENVIRONMENTAL MATTERS

Environmental  contingencies  are not expected to have a material adverse effect
on ICT Technologies results of operations or financial condition.

ITEM 2.  DESCRIPTION OF PROPERTY

ICT  Technologies  occupies  office  space at  Crossroads  Plaza at 33 West Main
Street, Elmsford, New York 10523 which it subleases on a pass-through basis from
Europhone USA. The annual rental is $73,302. The lease expires January 31, 2006.

ITEM 3.  LEGAL PROCEEDINGS

A legal action was filed against us by our former auditor, Edward Engels, in the
Civil  Court  of the  City  of New  York,  Bronx  County,  seeking  recovery  of
accounting fees totaling $25,000. We have filed a counterclaim seeking return of
all previous moneys paid the Mr. Engels,  approximately $75,000. We believe that
we have meritorious  defenses to this lawsuit and intend to vigorously prosecute
this matter. In the event of an adverse outcome, we would be adversely effected.

A legal action by Rainbow  Advertising for $36,000 for advertising  services was
filed  during  the  third  quarter  of 2003.  The  Company  has  entered  into a
settlement agreement whereby payments of $10,000,  $5,500 and $5,500 are due May
15, June 15 and July 5, 2004. The first installment was paid.

There are no other  material  legal  proceedings  pending or, to its  knowledge,
threatened against ICT Technologies.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During 2003, there were no matters submitted to a vote of the shareholders.

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ICT Technologies Common Stock trades on the OTC Electronic Bulletin Board under
the symbol  "ICTT".  The following  table sets forth the per share range of high
and low sales prices of our Common Stock for the periods indicated:

                                  HIGH             LOW

YEAR ENDED DECEMBER 31, 2001
First Quarter                     $2.00          $0.563
Second Quarter                    $1.01          $0.58
Third Quarter                     $1.50          $0.58
Fourth Quarter                    $2.15          $1.25

YEAR ENDED DECEMBER 31, 2002
First Quarter                     $2.50          $1.25
Second Quarter                    $2.85          $0.80
Third Quarter                     $3.20          $2.20
Fourth Quarter                    $6.25          $2.50

YEAR ENDED DECEMBER 31, 2003
First Quarter                     $7.00          $5.25
Second Quarter                    $7.00          $5.25
Third Quarter                     $6.00          $2.00
Fourth Quarter                    $2.00          $1.01

As of May 18, 2004,  there were  approximately  258 record  owners of our Common
Stock.

DIVIDEND POLICY

ICT  Technologies  has  never  paid  cash  dividends  on its  Common  Stock  and
anticipates  that it will retain its earnings,  if any, to finance the growth of
its business.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following  discussion  relates to the results of our operations to date, and
our financial condition:

This Annual Report on Form 10-KSB/A contains forward-looking statements relating
to our Company's future economic performance, plans and objectives of management
for future operations, projections of revenue mix and other financial items that
are based on the beliefs  of, as well as,  assumptions  made by and  information
currently  known to, our  management.  The words  "expects,  intends,  believes,
anticipates,  may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking  statements.  The cautionary statements
set forth in this  section are  intended to  emphasize  that actual  results may
differ materially from those contained in any forward-looking statements.

Forward-looking   statements  are  based  on  management's   current  views  and
assumptions and involve known and unknown risks that could cause actual results,
performance or events to differ  materially  from those  expressed or implied in
those  statements.  These risks  include,  but are not limited to, the following
risks:

The forward-looking  statements are made as of the date of this Annual Report on
Form  10-KSB,  and we  assume no  obligation  to  update  the  forward-looking
statements,  or to update the reasons why actual results could differ from those
projected in the forward-looking statements. Investors should consult all of the
information  set forth in this report and the other  information  set forth from
time to time in our Reports filed with the  Securities  and Exchange  Commission
pursuant to the Securities Exchange Act of 1934,  including our reports on Forms
10-QSB and 8-K.

GENERAL

In 2002,  we entered  into an  agreement  for the purchase of the assets and the
business of Europhone USA, Inc. and Europhone,  Inc. We are currently located in
Elmsford,  New York. We are a holding  company for operating  subsidiaries  that
distribute products and services in the telecommunications and consumer durables
sectors.  We  have  completed  shipments  of  prepaid  telephone  calling  cards
(variable  rate) and shipments of air  conditioning  units to retail channels in
the United  States and  Greece,  generating  initial  revenues  in each of these
areas, while continuing the long-distance service and prepaid calling phone card
business  acquired  from our  predecessor,  Europhone  USA,  Inc.  We have  also
established distribution  relationships for mobile telephones,  Internet ("ISP")
service, prepaid internet service and motorcycles. The air conditioners,  mobile
telephones and  motorcycles are being  manufactured  in the Peoples  Republic of
China ("PRC")and South Korea.

BUSINESS ACTIVITIES

We   have   organized   our   distribution   business   into   three   segments:
telecommunications,  air conditioners,  and motorcycles.  Our telecommunications
business  includes,  but is not limited to, the sale of prepaid telephone cards,
cellular  telephones,  and long distance telephone  service.  As of December 31,
2002, we have engaged in the direct sale of long distance  telephone  service to
customers as an agent for PowerNet Global. We earn our income as a percentage of
the amount billed to and collected from long distance  customers  sourced by us.
We receive a net payment each month for our share of long distance  revenue.  As
of December 31, 2003, our customer base (long distance only) is located entirely
in the United States.

We market prepaid phone cards,  for both  residential  and corporate  uses, that
allow users to purchase a  designated  amount of long  distance  minutes to make
calls from virtually any telephone or country  worldwide.  Through this product,
we earn a gross  profit  of  approximately  36% of the face  amount of the phone
card.  The phone card can be used until air time charges and other charges equal
the total value of the card, subject to an 12 month expiration  period.  Revenue
for these prepaid phone cards is deferred, recognized upon first usage, and then
allocated to revenue. Revenue from the sale of prepaid phone cards is recognized
upon activation by the end-user.  Phone card service  revenues are recognized as
the end-user utilizes the cellular  airtime.  It is our experience that the card
once  activated  the face  amount of the card is  consumed  within 30 to 60 days
through usage and fees.

In addition to these products  which served as the basis of revenue  sources for
the year ended  December 31, 2003,  we have also entered into an agreement  with
Canquest  Online  covering  the  period  through   December  31,  2004  for  the
distribution of prepaid internet service, in the form of compact disks,  through
online  and  point-of-sale  activated  channels.  We did  ship an  aggregate  of
$700,000 in compact disks in March,  2003 to one US based  customer.  Subsequent
the transaction we discovered  software related problems with the communications
software.  We granted  credit for the full  amount of the sale and took back the
product.

We have entered into an  agreements  to distribute  mobile  telephones  that are
manufactured  by  Ningbo  Bird  Corporation,  Ltd.  ("Ningbo")  of the  PRC  and
Uroatech,  Inc. of South Korea.  Pursuant to this agreement  with Ningbo,  which
will come into effect upon the first  shipment  of mobile  telephones  to us, we
have the exclusive right to distribute specified models of mobile phones outside
the PRC  through  June 1, 2007.  We have agreed to purchase a minimum of 500,000
mobile phones per year (or 40,000 per month)  during the term of the  agreement.
If we purchase  less than  400,000  mobile  telephones  each year (or 30,000 per
month), the agreement  terminates  automatically.  However, ICT Technologies has
received  verbal  assurance from Ningbo that the minimum  purchase  requirements
will not be  enforced  for  past  periods.  The  purchase  price  of the  mobile
telephones will be adjusted each quarter by agreement of the parties, based upon
market  conditions.  As of December 31, 2003,  we have  received  samples of the
cellular telephones that we plan to sell and have not derived any revenue.

On October 20, 2003, we entered into agreement with Uroa Tech, Inc.  through our
subsidiary  Eurphone USA, Inc.  (Europhone) which will come into effect upon the
first  shipment of mobile  telephones to us and expire two years from this date.
The terms of the agreement will be renewed automatically on a yearly basis up to
three years total length of time.

During  the last  quarter  of 2003,  we entered  into an  informal  relationship
whereby we agreed to design,  and then sell,  mobile  telephones to Audiovox,  a
leading  distributor  of  mobile  telephones  worldwide.  To supply  the  design
function we entered into an agreement  on October  20,2003 with Uroa Tech,  Inc.
through  Europhone  USA which will come into effect  upon the first  shipment of
mobile  telephones  to us and expire two years from this date.  The terms of the
agreement  will be renewed  automatically  on a yearly  basis up to three  years
total  length of time.  We have  received  a letter  of credit  from ACC for 9.8
million dollars to pay for the first  installment of 100,000  telephones,  along
with a purchase  order  covering the delivery of 1 million  cellular  telephones
over a twelve month period.  To finance the manufacture of this order, we issued
a back to back  letter of credit  against the ACC Letter of Credit for 9 million
dollars to an unrelated third party manufacturer to fulfill the order. We expect
to receive  payment for the first  installment of telephones  late in the second
quarter or in the third  quarter of 2004.  However,  the ACC purchase  order has
expired  and  while  we  expect  both the  first  shipment,  and all  subsequent
shipments,  to be  accepted  by Audiovox  there may not exist,  at this time,  a
contractual  obligation to accept the shipments.  In the event of non-acceptance
of the shipment,  we will be materially and adversely affected.  The Company has
recently requested that ACC reconfirm their purchase order.

We have also entered into agreements for the  distribution  of air  conditioners
manufactured   by  two  major   suppliers  in  the  PRC:   Guangdong  Chigo  Air
Conditioning,  Co.  Ltd.  ("Chigo")  and  Guangdong  Richvast  Company,  Limited
("Richvast").

Our  distribution  agreement  with Chigo covers the period  through  January 31,
2007. We are the sole agent for the  distribution of Chigo products  bearing the
"Chigo" and  "Eurokool"  brand names in North,  South and Central  America,  and
parts of Europe, except that distribution is only permitted under the "Eurokool"
brand name in countries or regions where sales of "Chigo" branded  products have
already  taken  place.  We are  obligated  to  purchase a minimum of 200,000 and
80,000 air conditioners from Chigo and Richvast respectively, in the year ending
December 31, 2003. However,  ICT Technologies has received verbal assurance from
Chigo and Richvast that the minimum purchase  requirements  will not be enforced
for past periods. With regard to the Chigo agreement,  we must increase our unit
purchases by 50% in each  contract  year after the first for the duration of the
contract.  As of December 31,  2002,  we have shipped our first order of 250 air
conditioners,  aggregating  $106,000,  to one customer in Greece. As of December
31,  2003,  we have  shipped  an  order  of  approximately  1,000  units  to one
additional customer in Greece aggregating $136,000.

We have also entered into an agreement  with Giantco,  Limited of Hong Kong, PRC
("Giantco") for the worldwide  distribution through March 1, 2007 of motorcycles
manufactured  by Giantco and bearing the  "Eurospeed"  brand.  We are  obligated
under the agreement to purchase at least 30,000 Giantco motorcycles per year and
at least 2,000 Giantco  Motorcycles per month.  However,  ICT  Technologies  has
received verbal  assurance from Giantco that the minimum  purchase  requirements
will not be enforced for past  periods.  The price for the  motorcycles  will be
negotiated by the parties in connection with each purchase order. As of December
31,  2002,  we have  not  generated  any  revenue  and  have  samples  of  these
motorcycles in inventory.  During the first quarter of 2004, we have ordered and
received an  additional 46  motorcycles  as samples which are in inventory as of
March 31, 2004.

We have continued to finance our activities  through the resources of management
and have devoted the majority of our efforts to initiating the Company's  market
plans  for  telecommunications   products,  air  conditioners  and  motorcycles,
developing  sources of supply,  developing and testing marketing  strategy,  and
expanding the management team to further marketing  research and development for
the Company's products.

These  activities were funded through the sale of 390,167 shares of common stock
for an aggregate  consideration of $868,685. We have also received an additional
contribution to capital of $65,000 and  subscriptions for the sale of additional
shares of common stock aggregating  $23,906.  Subsequent We have also funded our
operations and growth through officer and director loans, aggregating $1,268,870
as of December, 31, 2003.

The  Company  has not yet  generated  sufficient  revenues  during  its  limited
operating period of reorganization to fund its ongoing operating expenses, or to
fund its marketing  plans and product  development  activities.  There can be no
assurance that  development  of the marketing  plans will be completed and fully
tested in a timely  manner,  and within the budget  constraints  of  management.
Also,  there can be no assurance  that the  Company's  marketing  research  will
provide a profitable  path to utilize the  Company's  marketing  plans.  Further
investments into market design,  implementation,  and development, as defined in
the Company's operating plan, will significantly reduce the cost of development,
preparation,  and  processing of purchases  and orders,  enabling the Company to
effectively compete in this marketplace.


CRITICAL ACCOUNTING POLICIES

The SEC recently issued disclosure guidance for "critical accounting  policies."
The SEC defines critical  accounting  policies as those accounting policies that
require  application  of  management's  most  difficult,  subjective  or complex
judgments,  often as a result of the need to make estimates  about the effect of
matters that are inherently uncertain and may change in subsequent periods.

The  following  is  not  intended  to be a  comprehensive  list  of  all  of our
accounting  policies.   Our  significant  accounting  policies  are  more  fully
described in Note 3 to our Consolidated Financial Statements. In many cases, the
accounting  treatment of a particular  transaction is  specifically  dictated by
accounting  principles generally accepted in the United States, with no need for
management's  judgment  in their  application.  There  are  also  areas in which
management's  judgment in selecting an available alternative would not produce a
materially  different  result.  We have  identified  the following as accounting
policies critical to us:

REVENUE RECOGNITION

As of December 31, 2003, the Company's  products  consist of prepaid phone cards
and long distance  service.  Communications  services are  recognized as revenue
when  services  are  provided.  The Company  offers  essentially  two classes of
prepaid calling cards; "first use" and "usage" cards.  Prepaid calling cards are
delivered to the dealers  essentially on a consignment  basis. Upon notification
by the telephone  carrier that cards have been  initialized  by a customer,  the
face amount less dealer discount is invoiced and recognized as deferred  income.
Invoices are payable by the dealer within 48 hours after invoicing.

Revenue  is earned  through  the  rounding  of  minutes  used,  access  charges,
connection  charges and weekly  maintenance  fees.  The Company pays the related
telephone  charges to the  carrier on a daily basis as usage  occurs.  It is the
Company's  experience  that these cards are consumed within the first 30 days of
sale and activation; otherwise, they will expire after 6 months after activation
as a result of a minimum maintenance fee being charged to the card.

Revenue from the sale of durable goods is  recognized  when products are shipped
or services are rendered.


IMPAIRMENT OF LONG-LIVED ASSETS

Statement of Financial  Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,
establishes  accounting  standards for the impairment of long-lived  assets. The
Company  reviews its long- lived  assets,  including  property and equipment and
intangible assets, for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If this review indicates
that the asset will not be recoverable  based on the expected  undiscounted  net
cash flows of the  related  asset,  an  impairment  loss is  recognized  and the
asset's carrying value is reduced.  There were no significant  impairment losses
recorded in 2003.

GOODWILL

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  Under the new rules,  goodwill  and  intangible  assets  deemed to have
indefinite  lives will no longer be  amortized  but are  subject  to  impairment
tests,  performed at least  annually,  in accordance  with the Statement.  Other
intangible  assets will continue to be amortized over their useful lives.  As of
December  31,  2003,  we have  written  down the cost of good  will by  $216,000
representing the diminished earnings from our prepaid calling card business.

                             ICT TECHOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      For the year ended December 31, 2003

Results of Operations  for the year ended  December 31, 2003, as compared to the
year ended December 31, 2002.

                                              December 31,       December31,
                                                    2002               2003

Revenue
  Durable goods                             $106,000    27.7%  $ 136,000   67.0%
    Long Distance telephone                   14,745     3.9%     15,296    7.5%
  Prepaid telephone cards                    261,377    68.4%     51,717   25.5%
                                            ---------    -----   -------  -----
Total revenues                               382,122    100.0%   203,013  100.0%

Cost of goods sold
  Telephone cards                             153,328    40.1%     5,020    2.5%
  Air conditioners                             73,000    19.1%   111,000   54.6%
                                            ----------   ----    -------   -----
Total cost of goods sold                      226,328    59.23%  116,020   57.1%

Gross profit                                  155,794     40.8%   86,993   42.9%

Operating expenses
  Selling, general and administrative     1,100,506  292.1 %  1,397,869   688.6%
  Non-cash compensation-issuance of stock   154,107   40.3 %     60,000    29.6%
  Depreciation                               17,800    4.7 %     15,514     7.6%
  Write down of inventory                                       316,000   155.7%
  Write down of goodwill                                        216,379   106.6%
                                          -----------  ------  ------     -----
Total operating expenses                  1,272,413  337.1%  2,005,762 ( 988.1)%

Income (loss) from operations            (1,116,619)(296.3)%(1,918,769)( 945.2)%
Other income
  Interest income                              121     0.0%
  Interest expense                         (15,750)           (49,176)   (24.2)%
                                             -----     ------   ------   -------
Total other income and expense             (15,629)     0.0%  (49,176)  ( 24.2)%

Net income (loss)                    $(1,132,248)(296.3)% $(1,967,945)(  969.4)%

                                       ========= ======     =========  ========


For the year  ended  December  31,  2002,  the  Company  generated  net sales of
$382,122 as compared to $203,013 for the year ended December 31, 2003.  Revenues
decreased by $179,109  primarily because of our sales or prepaid telephone cards
decreased  from  $261,377 in 2002 as compared to $51,717 for 2003 as a result of
our change in strategic  marketing focus from selling prepaid telephone cards to
selling  durable  goods.  Sales of air  conditioners  increased  by $30,000 from
$106,000 in 2002 to $136,000  in 2003.  Commission  income from the sale of long
distance  telephone service remained  essentially the same being $14,745 in 2002
to  $15,296  in  2003.  Our  overall  cost of goods  sold for  telecommunication
services  for the year ended  December 31, 2002 and 2003 was $153,328 and $5,020
respectively. These costs represented the cost of printing and telecommunication
services of the prepaid telephone calling cards and long distance services being
provided.  Costs of services for the prepaid  telephone  calling  cards and long
distance  telephone  services  was  $153,328  or 40.1% and $5,020 or 2.5% of the
revenue for prepaid telephone cards and other long distance telephone  services.
The cost of air  conditioners  was $73,000 or 68.9% and 111,000 or 81.6% for the
years ending December 31, 2002 and 2003 of air conditioner sales.

Our gross  profit  for the year  ended  December  31,  2002 and 2003  aggregated
$155,794 and $86,993  respectively  for all  categories  of revenues.  Our gross
profit from the sales of air  conditioners  for  December  31, 2002 and 2003 was
$33,000 or 31.1% and $25,000 or 18.4% of  revenues  from air  conditioners.  Our
gross profit from the revenues  generated from the sale of prepaid calling cards
and long distance  telephone  services for the year ended  December 31, 2002 and
2003  $276,122  or 72.2% and  $67,013 or 33.0% of  revenues.  This  decrease  of
approximately  $68,801 in gross  profits  for all  categories  are the result of
decreased  prepaid  calling card and long  distance  telephone  service sales in
2003.

The Company's selling, general and administrative costs aggregated approximately
$1,100,506  for the year ended  December 31, 2002, as compared to $1,397,869 for
the year ended  December 31,  2003,  representing  an increase of $297,363.  The
aggregate  of  $1,457,869  consists  of  the  following:  professional  fees  of
$123,482;  salaries,  payroll taxes and commissions of $868,480;  advertising of
$216,248; rent of $85,670;  telephone of $17,724 and office expenses of $86,265.
We also  issued  an  aggregate  of 30,000  shares  of  common  stock as non cash
compensation of $60,000 for consulting fees.

The aggregate of $1,100,506 consists of travel and entertainment  $33,903; legal
and professional expenses of $168,648; consulting fees of $198,107;  commissions
of $48,524;  advertising of $28,508; payroll of $309,832;  insurance of $36,652;
rent expense of $98,987; repairs and maintenance of $9,033; telephone expense of
$122,245; and office expense of $46,067. We also paid out an additional $154,107
as non cash  compensation  through the  issuance of  6,093,300  shares of common
stock. The overall increase in general and  administrative  costs were primarily
attributable  to  the  additional   staff  and  management  and   administrative
infrastructure  to  support  the  growth in our  business  and the added  legal,
accounting and  professional  fees paid in conjunction  with the  acquisition of
Europhone USA.

Results of Operations  for the year ended  December 31, 2002, as compared to the
year ended December 31, 2001.

For the year  ended  December  31,  2002,  the  Company  generated  net sales of
$382,122 as compared to $19,561 for the year ended  December 31, 2001.  Revenues
increased by $362,561  primarily  because of our initial shipment of $106,000 in
air  conditioners to one customer in Greece,  initiating  sales of long distance
telephone  services  aggregating  $14,745  and  increasing  our sales in prepaid
telephone calling cards from $19,561 to $261,377 for the year ended December 31,
2002.  The overall  sales  increase in prepaid  telephone  cards  resulted  from
successfully  negotiating  for better  telephone rate programs and plans. Of the
sales in prepaid  calling  cards  approximately  $228,000  was  generated in the
continental  United  States  as  compared  to only  $19,561  for the year  ended
December 31, 2001, and $33,377 from distributors in Greece.

Our overall cost of goods sold for telecommunication services for the year ended
December  31, 2001 and 2002 was $18,448 and $153,328  respectively.  These costs
represented the cost of printing and  telecommunication  services of the prepaid
telephone  calling cards and long distance  services  being  provided.  Costs of
services for the prepaid  telephone  calling cards and long  distance  telephone
services  was $153,328 or 55.5% of the revenue for prepaid  telephone  cards and
other  long  distance  telephone  services.  The  cost of air  conditioners  was
$73,000, representing 68.9% of the sales of the air conditioners.

Our gross profit for the year ended December 31, 2001 and 2002 aggregated $1,113
and $155,794 respectively for all categories of revenues.  Our gross profit from
the sales of air conditioners was $33,000 or 31.1% of revenues. Our gross profit
from the  revenues  generated  from the sale of prepaid  calling  cards and long
distance telephone  services was $108,049 or 39.1% of revenues.  These increases
in gross profits for all categories are the result of air conditioning  unit and
long distance  telephone  service  sales in 2002,  as well as increased  prepaid
telephone card revenues year over year.

The Company's selling, general and administrative costs aggregated approximately
$247,072 for the year ended December 31, 2001, as compared to $1,116,256 for the
year ended  December  31,  2002,  representing  an  increase  of  $869,184.  The
aggregate of $247,072  consists of the following:  professional fees of $18,218;
salaries and  commissions of $26,075;  advertising of $30,265;  rent of $85,670;
telephone of $14,680 and office expenses of $72,164. The aggregate of $1,116,256
consists of travel and entertainment $33,903; legal and professional expenses of
$168,648;  consulting fees of $198,107;  commissions of $48,524;  advertising of
$28,508;  payroll of $309,832;  insurance  of $36,652;  rent expense of $98,987;
repairs and  maintenance of $9,033;  telephone  expense of $122,245;  and office
expense  of  $61,817.  We also  paid  out an  additional  $154,107  as non  cash
compensation  through the  issuance of  6,093,300  shares of common  stock.  The
overall increase in general and administrative costs were primarily attributable
to the  additional  staff and management and  administrative  infrastructure  to
support  the  growth  in our  business  and  the  added  legal,  accounting  and
professional fees paid in conjunction with the acquisition of Europhone USA.

LIQUIDITY AND CAPITAL RESOURCES

The Companys cash decreased from $267,735 at December 31, 2002 to a cash balance
of $8,571 at  December  31,  2003.  Working  capital at  December  31,  2003 was
negative at  $2,064,841  and is  deficient  in the  payment of payroll  taxes by
several quarters aggregating $312,235,  representing the principle amount of the
payroll tax liability and estimated penalties and interest.

For the year ended  December 31,  2002,  we financed  our  operating  activities
through the receipt of $65,000 as additional  paid in capital,  through the sale
of 264,167 shares of our common stock aggregating $537,084,  through the receipt
of stock subscriptions for our common stock aggregating $112,100, and obligating
ourselves to repay bank loans  aggregating  $434,547.  Our uses of cash were for
the  purchase of fixed  assets  aggregating  $3,000 and cash used by  operations
aggregating $1,148,423.

For the year ended  December 31,  2003,  we financed  our  operating  activities
through additional officer and director loans aggregating  $439,980 and sales of
126,000 shares of common stock aggregating  $258,907.  Our uses of cash were for
the  purchase  of fixed  assets  aggregating  $651 and cash  used by  operations
aggregating  $841,392.  We also issued an aggregate  of 30,000  shares of common
stock as  non-cash  compensation  in payment of  consulting  services  values at
$60,000 or $2.00 per share. Management also write down inventory by an aggregate
of $316,000 and goodwill by an aggregate  of $214,379  after  re-evaluating  the
value of our  investment  in prepaid  calling card  inventory and the value this
declining business  represents to the overall marketing strategy of the business
going forward.

We have also established  lines of Credit with the Ponce De Leon Federal Bank as
follows:  A $200,000  revolving  line of credit with interest at 9% with monthly
interest and principle  payments of $4,980 ; a $10,000  revolving line of credit
with  interest  payable  monthly at 10.5%  payable  monthly.;  and an additional
revolving  with a balance of $110,506 with interest of 9% payable  monthly.  The
line of credit has the personal guarantee of Mr. Koutsobinas.

Management  believes that it will be able to fund the  Company's  reorganization
through loans from  management  and the sale of shares of our Common Stock until
the Company's  marketing strategy generates  sufficient revenues relating to the
sale of prepaid telephone calling cards, long distance  telephone  service,  and
air conditioners.  We also expect to experience an increase in revenues from the
sales of our new products consisting of motor scooters, cellular telephones, and
prepaid internet access cards.

Known trends,  events or uncertainties that could be reasonably likely to have a
material adverse effect on our business may impact the Company's  short-term or
long-term  liquidity  and/or  net sales,  revenues,  or income  from  continuing
operations.  As a  result,  it  may be  necessary  for  the  Company  to  obtain
additional financing arrangements and, in certain cases,  governmental approvals
to commence distribution of certain products and services,  and the continuation
and  availability  of inventory  from present and future  vendors at prices that
will permit the Company to operate at and improved gross profit levels.

Thereafter,  if cash generated from  operations is  insufficient  to satisfy the
Company's working capital and capital expenditure requirements,  the Company may
be required to sell additional  equity or debt  securities or obtain  additional
credit facilities.  There can be no assurance that such financing,  if required,
will be available on satisfactory terms, if at all.

A legal action was filed against us by our former auditor, Edward Engels, in the
Civil  Court  of the  City  of New  York,  Bronx  County,  seeking  recovery  of
accounting fees totaling $25,000. We have filed a counterclaim seeking return of
all previous moneys paid the Mr. Engels,  approximately $75,000. We believe that
we have meritorious  defenses to this lawsuit and intend to vigorously prosecute
this matter. In the event of an adverse outcome, we would be adversely effected.

A legal action by Rainbow  Advertising for $36,000 for advertising  services was
filed  during  the  third  quarter  of 2003.  The  Company  has  entered  into a
settlement agreement whereby payments of $10,000,  $5,500 and $5,500 are due May
15, June 15 and July 5, 2004. The first installment was paid.

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

You should carefully  consider the risks and  uncertainties  described below and
the other information in this Form 10-KSB.  Additional risks and uncertainties
not presently  known to ICT  Technologies  or those deemed  immaterial  may also
impair the Company's business, financial condition, and operating results.

ICT  Technologies  Has A  Limited  Operating  History  With  Which To Judge  Its
Performance

ICT Technologies is in an early stage of its proposed  development.  The Company
has no  operating  history on which to base an  evaluation  of its  business and
prospects.   Its   prospects   must  be   considered  in  light  of  the  risks,
uncertainties, expenses, and difficulties frequently encountered by companies in
their early  stages of  development,  particularly  companies in new and rapidly
evolving  markets.  To address these risks and  uncertainties  the Company must,
among other things,  implement and execute its business  strategy  successfully,
respond  to  competitive  developments,  and  attract,  integrate,  retain,  and
motivate  qualified  personnel.  There can be no assurance that ICT Technologies
will be successful in accomplishing  all of these things,  and the failure to do
so could have a material adverse effect on ICT Technologies'  business,  results
of  operations,  and financial  condition.  ICT  Technologies,  Inc., its senior
executives,  and Europhone USA have attempted to engage in various businesses in
the past, but they have not been  successful in seeing any of those  enterprises
to a state of profitability.

ICT Technologies Has A History Of Losses, Which May Continue

The Company  incurred net losses from  operations of  $1,132,248  for the fiscal
year ended December 31, 2002. ICT  Technologies is a holding company for various
distribution  subsidiaries.  Historically,  distribution companies have produced
small margins.  There can be no assurance that ICT  Technologies  can achieve or
sustain  profitability on a quarterly or annual basis in the future. If revenues
grow slower than the Company  anticipates,  or if operating  expenses exceed ICT
Technologies  expectations or cannot be adjusted  accordingly,  ICT Technologies
will continue to incur losses.

ICT Technologies Owes Back Payroll Taxes, Is Subject to Collection Action

We owe the United  States  Internal  Revenue  Service a minimum of  $312,000  in
Unpaid  Payroll Taxes.  These taxes are subject to the collection  powers of the
IRS which may be  commenced  at any time and  which,  if made,  could  result in
levies upon our bank accounts,  and potentially  seizure of our assets. Any such
activities could result in the cessation of our business activities.

ICT Technologies  Requires  Additional Capital,  Which May Not Be Available,  To
Conduct Its Operations

ICT  Technologies  will require  substantial  additional  funding to conduct its
product  development,  marketing and manufacturing  activities.  The Company may
seek to raise further funds through  additional debt or equity  financings.  ICT
Technologies has not made arrangements to obtain additional  financing and there
can be no assurance that the Company will be able to obtain adequate  additional
financing,  in the future,  on  acceptable  terms,  or that any such  additional
financing would not result in significant  dilution of stockholders'  interests.
If additional  financing is not otherwise  available,  ICT Technologies  will be
required to modify its business  development  plans or reduce, or cease certain,
or all, of its operations.

The Company's  revenues may not continue to grow or even remain at their current
level.  ICT  Technologies  will need to increase its revenues  significantly  to
become  profitable.  If ICT Technologies  revenues do not increase as much as it
expects,  or if ICT  Technologies  expenses  increase  at a  greater  pace  than
revenues,  the Company may not achieve  profitability.  If ICT Technologies does
becomes profitable, it may not be able to sustain or increase profitability on a
quarterly or annual basis.  ICT  Technologies  expects to incur additional costs
and expenses in 2003 related to:

     -     Marketing and advertising related to brand development;

     -     Development and improvement of additional products and services;

     -     The hiring of additional personnel; and

     -     Evaluating and completing potential acquisitions of other businesses


ICT  Technologies  Relies On Third Party  Relationships  For Its  Operations and
Termination  Of These  Relationships  May Have An Materially  Adverse  Impact On
Operations.

ICT  Technologies  success  depends,  in part,  on its ability to maintain  its
relationships  with  manufacturers  and  distributors  of its  products.  If the
Company loses its  relationships or if these parties are unable to provide these
services,  it would cause a disruption  of the Company's  business.  Some of the
contracts  under which ICT  Technologies  has obtained  distribution  rights are
subject  to  termination  on short  notice,  which  may make its  revenues  less
predictable than might otherwise be the case.

There can be no assurance that a suitable  replacements could be established for
any supply or distribution contract that is terminated, and the loss of any such
relationship  could materially and adversely  affect ICT Technologies  business.
Additionally,  there  can be no  assurance  that any  relationship  between  ICT
Technologies  and any third party will continue to be beneficial to the Company.
There can also be no  guarantee  that third  parties  will  continue  to produce
products in the future that retain  their  current  level of market  acceptance,
that the products  will  continue to be available in adequate  quantities at the
times  required  by the  Company,  or that such third  party  products  will not
contain defects or errors.  ICT Technologies may experience lost revenues due to
a third  party's  delay in  correcting  defects  in their  products  or delay in
delivering  an adequate  supply of their  products.  A resulting  loss of market
share could also ensue.

The Companys  distribution  agreements  generally include requirements that ICT
Technologies  order  minimum   quantities  of  products.   These  minimum  order
requirements  have not  been  satisfied  to  date,  and  although  the  relevant
suppliers have agreed  verbally not to enforce such  requirements  based on past
order  shortfalls (in some cases,  in  recognition  of the fact that  regulatory
approvals have not been  obtained),  there is no assurance that these  suppliers
will not seek to enforce the minimum purchase  requirements in the future. These
minimum quantities are substantial, and ICT Technologies does not currently have
the financial  resources to satisfy the minimum  ordering  requirements to which
ICT Technologies is subject. Moreover, ICT Technologies distribution agreements
generally  do not  establish  any  price  at  which  the  goods  to be  supplied
thereunder are to be purchased,  and the Company must negotiate  prices for each
shipment of goods it orders.  There is no  guarantee  that an  attractive  price
negotiated  with  respect to one  shipment  will be  offered  on any  subsequent
shipment.  ICT  Technologies  limited  financial  resources  and the price risk
inherent in its  distribution  agreements  may prevent it from  meeting  minimum
ordering  obligations.  If that  were to  occur,  the  Company  could  lose  any
exclusivity it enjoys under those agreements and could also be subject to claims
for contract damages.


ICT Technologies  Has  A  Tangible  Net  Worth  Deficit  And  A  Going-Concern
Qualification  In Its Financial  Statement  Report,  Either Or Both Of Which May
Make Capital  Raising More Difficult And May Require ICT  Technologies  To Scale
Back Or Cease Operations

The Company has a tangible net worth deficit and a  going-concern  qualification
in its  financial  statement  report,  either or both of which may make  raising
capital more  difficult,  and may require it to scale back or cease  operations.
This deficit  indicates that ICT Technologies  will be unable to meet its future
obligations  unless  additional  funding  sources  are  obtained.  To date,  ICT
Technologies  has been  able to obtain  funding  and meet its  obligations  in a
timely manner solely as a result of the  contribution  of funds by its principal
stockholder  on an as-needed  basis.  There is no  obligation  for the principal
stockholder to make any such contribution of funds and there can be no assurance
that any funds will be available from such principal  stockholder in the future.
If in the future the  Company  is  unsuccessful  in  attracting  new  sources of
funding, then it will be unable to continue its business.  There is no guarantee
that the Company will be able to attract additional necessary equity and/or debt
investors.  If ICT Technologies is unable to obtain additional  funding,  it may
not be able to continue operations.

If  ICT  Technologies  Cancellation  Of  Certain  Shares  Of  Common  Stock  Is
Challenged, It Could Be Required To Reissue Those Shares And Incur A Significant
Charge To Operations

On May 9, 2002, the Company entered into a consulting  arrangement with Mr. Nick
Kontonicolas and C-Trade, Inc. ("C-Trade").  The Company issued 6,000,000 shares
of common stock into escrow in consideration for C-Trade's  services to find new
acquisitions and business  development.  These shares were returned to the Stock
Transfer  Agent for  cancellation  in April  2003.  Pursuant to the terms of the
consulting  arrangement,  the Company may be liable for the re-issuance of these
shares.  The  Company is  reserving  6,000,000  shares of Common  Stock  pending
resolution of this matter or the lapse of the applicable statute of limitations.
If the  Company  is  required  to  re-issue  these  shares of common  stock upon
settlement   of  any  dispute  that  may  ensue,   a  charge  to  operations  of
approximately $6,000,000 would be incurred.

The Markets In Which The Company Operates Are Highly Competitive And ICT
Technologies Failure To Compete Effectively Could Adversely Affect It.

ICT  Technologies  competes with a number of  competitors in each of its product
lines and is an  insignificant  participant  in each product  line.  There are a
number of established  companies  within these product  lines,  virtually all of
which are larger and better capitalized and/or have greater personnel resources,
and technical  expertise than ICT Technologies does. In view of ICT Technologies
limited  financial  and  personnel  resources,  management  of ICT  Technologies
believes that it will continue to be at a significant  competitive  disadvantage
compared to some competitors for the foreseeable  future.  No single  competitor
dominates the market for any of ICT Technologies products.

Many of the  Companys  competitors  are  substantially  larger and have greater
financial,  technical,  engineering,  personnel and marketing resources,  longer
operating histories,  greater brand recognition,  and larger customer bases than
ICT Technologies does. Hence, competition from existing or new competitors could
reduce ICT Technologies revenues from the sale of its products and services.

ICT  Technologies  May Be Subject To Product  Liability  Claims  Relating To The
Products It  Distributes  And ICT  Technologies  Insurance  Coverage May Not Be
Adequate.

ICT Technologies  faces an inherent risk of exposure to product liability claims
in the event that the failure of its products results,  or is alleged to result,
in bodily injury or property damage.  There can be no assurance that the Company
will not experience any material product  liability losses in the future or that
it will not  incur  significant  costs  to  defend  such  claims.  Although  ICT
Technologies is currently covered by insurance against product liability claims,
such coverage may not be adequate for liabilities ultimately incurred. Moreover,
such  insurance may not be available in the future on terms that are  acceptable
to ICT  Technologies.  A successful  claim brought  against ICT  Technologies in
excess of its available insurance coverage may have a material adverse effect on
its business.

The Failure To Manage ICT Technologies  Growth In Operations And Hire Additional
Qualified Employees Could Have A Material Adverse Effect On Its Business.

The expected growth of ICT Technologies operations places a significant strain
on its  current  management  resources.  To manage  this  expected  growth,  ICT
Technologies will need to improve its:

        -       Transaction processing methods;

        -       Operations and financial systems; and

        -       Training and management of employees

ICT  Technologies  failure to attract and retain the necessary  personnel or to
effectively  manage its  employee  and  operations  growth could have a material
adverse effect on its business, financial condition, and operating results.

ICT  Technologies's   Directors,   Executive  Officers,   And  Their  Affiliates
Beneficially  Own  Approximately  96.8%  Of ICT  Technologies  Stock;  Their
Interests Could Conflict With Yours;  Significant Sales Of Stock Held By Them
Could Have A Negative Effect On ICT  Technologies  Stock Price;  Stockholders
May Be Unable To Exercise Control

Mr.  Vasilios  Koutsobinas  and Mr.  Joshua  Shainberg  are  parties to a voting
agreement  pursuant to which they all agree to vote their  shares as directed by
Mr.  Koutsobinas and further agree not to dispose of more than 2,000,000  shares
of Common Stock each in any calendar year. The voting agreement  expires on June
30, 2007. The parties to the aforementioned voting agreement,  in the aggregate,
presently  own  approximately  95.8% of the Common  Stock.  As a result,  Mr.
Koutsobinas  will  have  the  ability  to  control  all  matters   submitted  to
stockholders of ICT  Technologies for approval and to control the management and
affairs of ICT Technologies. Such concentration of ownership may have the effect
of delaying,  deferring,  or preventing a change in control of ICT Technologies,
impede  a  merger,  consolidation,   takeover,  or  other  business  combination
involving the Company,  or discourage a potential  acquirer from making a tender
offer or otherwise attempting to obtain control of ICT Technologies.

The Market Price For The  Company's  Common  Stock May Be Volatile,  Which Could
Cause Stockholders To Lose Substantial Portions Of Their Investment.

Historically,  the  market  prices  of the  Company's  Common  Stock  have  been
volatile.  The Company cannot assure stockholders that these trading prices will
not continue to be volatile or that valuations  will be sustained.  Broad market
and industry factors may materially and adversely affect the market price of ICT
Technologies Common Stock, regardless of its operating performance.

If ICT Technologies Fails To Remain Current On Its Reporting  Requirements,  ICT
Technologies  Could Be Removed From The OTC Bulletin Board Which Would Limit The
Ability Of Broker-Dealers To Sell ICT Technologies Securities And The Ability Of
Stockholders To Sell Their Securities In The Secondary Market

Companies  trading on the OTC  Bulletin  Board,  such as us,  must be  reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports  under  Section 13, in order to maintain  price
quotation  privileges on the OTC Bulletin  Board. If ICT  Technologies  fails to
remain current on its reporting requirements,  the Company could be removed from
the OTC Bulletin Board. As a result,  the market liquidity for ICT Technologies
securities  could be severely  adversely  affected  by  limiting  the ability of
broker-dealers  to  sell  ICT  Technologies   securities  and  the  ability  of
stockholders to sell their securities in the secondary market.

The Loss Of Key Personnel Could Adversely Affect ICT Technologies Business

ICT  Technologies  believes  that  the  Companys  success  will  depend  on the
continued  services  of its senior  management  team,  especially  Mr.  Vasilios
Koutsobinas.  ICT  Technologies  does not carry key person life insurance on the
lives of any members of its senior  management team. The loss of the services of
any of the  Companys  senior  management  team or  other  key  employees  could
adversely affect its business, financial condition and operating results.

Potential Adverse Effect Of Shares Eligible For Future Sale

The Company has outstanding  approximately  86,043,492 shares of Common Stock.
Approximately   82,428,205  such  shares  are  subject  to  an  agreement
restricting  their resale prior to December 2007, but that agreement permits the
sale by the parties  thereto of an  aggregate  of 4 million  shares per calendar
year. No prediction can be made as to the effect,  if any, that the availability
of such shares for sale will have on the market prices that may be traded on the
OTC  Electronic  Bulletin  Board  or any  securities  exchange  or  inter-dealer
quotation  system on which the Common Stock may be listed.  The possibility that
substantial  amounts  of the  Companys  Common  Stock may be sold in the public
market may adversely effect the prevailing  market prices for ICT  Technologies
Common Stock and could impair its ability to raise capital in the future through
the sale of equity  securities.  Actual sales or the prospect of future sales of
shares of ICT Technologies Common Stock under Rule 144 or otherwise may have a
depressive  effect  upon the  price of ICT  Technologies  Common  Stock and the
market therefor.

Anti-Takeover  Effects Of Provisions Of The  Certificate Of  Incorporation  And
Delaware Law

ICT Technologies is subject to Section 203 of the DGCL which, subject to certain
exceptions,  prohibits a Delaware  corporation  from  engaging  in any  business
combination  with  any  interested  stockholder  for a  period  of  three  years
following the date that such stockholder  became an interested  stockholder.  In
general,  Section 203 defines an interested  stockholder as any entity or person
beneficially  owning  15%  or  more  of  the  outstanding  voting  stock  of the
corporation  and any  entity or  person  affiliated  with,  or  controlling,  or
controlled by such entity or person.

ICT Technologies,  Inc.'s Certificate of Incorporation allows it to issue shares
of Preferred Stock without any vote or further actions by its stockholders.  Its
Board of Directors has the  authority to fix and  determine the relative  rights
and  preferences of Preferred  Stock and to issue such  Preferred  Stock without
further  stockholder  approval.  As a result, ICT Technologies,  Inc.'s Board of
Directors could authorize the issuance of a series of Preferred Stock that would
grant to holders the preferred right to its assets upon  liquidation,  the right
to receive  dividend  payments before  dividend  payments are distributed to the
holders of Common Stock, and the right to the redemption of the shares, together
with a premium,  prior to the redemption of Common Stock. In addition, the Board
of Directors,  without further stockholder approval, could issue large blocks of
Preferred Stock.

The  foregoing  provisions  could have the effect of  discouraging  others  from
making tender offers for the Companys  shares and, as a consequence,  they also
may inhibit  fluctuations in the market price of ICT  Technologies  shares that
could result from actual or rumored takeover attempts.  Such provisions also may
have the effect of preventing changes in the management of the Company.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements required by this item begin at Page F-1 hereof.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Effective  April 7,  2003,  ICT  Technologies  dismissed  its  prior  certifying
accountant,  Edward  R.  Engels,  who  had  been  retained  by ICT  Technologies
effective July 22, 2002. During the period of his retention,  Mr. Engels did not
report the result of any audit of the financial  statements of ICT  Technologies
but did report on his review of such financial  statements for ICT Technologies
second and third fiscal  quarters of its 2002 fiscal year.  Mr.  Engels  review
reports  confirmed  that he was not  aware of any  material  modifications  that
should  be made to ICT  Technologies  interim  financial  statements  for  such
quarters  for  them  to be in  conformity  with  generally  accepted  accounting
principles.  Such reports  contained an  explanatory  paragraph  concerning  the
ability of ICT  Technologies  to continue as a going  concern.  The  decision to
dismiss Mr.  Engels was  approved by the audit  committee  of ICT  Technologies
Board of Directors.

During Mr. Engels field work relating to the audit of the financial  statements
of ICT  Technologies  for fiscal year 2002, Mr. Engels  opinion  related to the
application  of accounting  principles  relating to revenue  recognition  in ICT
Technologies  prepaid  phone  calling card  business  differed from that of ICT
Technologies.  This  difference  of  opinion  was not the basis for Mr.  Engels
dismissal  by ICT  Technologies,  and ICT  Technologies  had agreed to adopt the
accounting methodology proposed by Mr. Engels prior to his dismissal.  The audit
committee has not discussed  this  difference of opinion with Mr. Engels but has
been apprised of such matter by management.  ICT Technologies  intends to report
all of its revenue and other financial statement items in accordance with United
States generally accepted accounting principles.

Prior to his dismissal, Mr. Engels had advised ICT Technologies audit committee
that  a   substantive   audit  was  required  in  light  of  weaknesses  in  ICT
Technologies system of internal controls, the most significant of which was the
absence of adequate internal accounting staff.

Except  as  aforesaid,  ICT  Technologies  and  Mr.  Engels  did  not  have  any
disagreements  on any matters of accounting  principles or practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of Mr. Engels,  would have caused him to make a
reference to the subject  matter of the  disagreements  in  connection  with his
reports.  Except as  aforesaid,  there were no  "reportable  events"  within the
meaning of Item  304(a)(1)(v)  of Regulation  S-K during the time Mr. Engels was
retained by ICT Technologies.

Effective April 18, 2003, ICT  Technologies  engaged  Drakeford and Drakeford as
its  principal  accountant.  The decision to retain  Drakeford and Drakeford was
approved by the audit committee of ICT Technologies Board of Directors. Prior to
retaining  Drakeford and  Drakeford,  ICT  Technologies  consulted the successor
accountants  on  a  variety  of  matters,  in  anticipation  of  their  possible
retention,  in order to facilitate the filing of ICT Technologies  annual report
on Form  10-KSB at the  earliest  practical  date.  The views of  Drakeford  and
Drakeford on the application of accounting  policies  during such  consultations
were  not  material  to  ICT  Technologies  decision  to  retain  the  successor
accountant.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The  names,  ages,  positions  and  offices  held by each  of our  officers  and
directors are shown on the following table.

Name                                Age                  Position

Vasilios Koutsobinas                 49       Chairman, Chief Executive  Officer

Joshua Shainberg                     48       President, Director

Andrew Eracleous                     75       Chief Financial Officer, Director

Steve Tsavaris                       54       Director

Esmeraldo Diaz                       40       Director


Vasilios  Koutsobinas has served as the Chairman and Chief Executive  Officer of
ICT  Technologies,  Inc. since May 2002. Prior to joining ICT Technologies  (and
simultaneously with his service to ICT Technologies), Mr. Koutsobinas had served
as chief executive officer of the Eurogroup of Companies, which included several
subsidiaries  contributed to ICT Technologies in the 2002 Transaction as well as
EurophoneUSA,  since March 17, 2000. Mr.  Koutsobinas  has over 25
years of  experience  in the  import/export  field  which he  engaged in through
private  companies  of his own.

Joshua Shainberg has been the President and a Director of ICT Technologies, Inc.
since February 1997.

Andrew Eracleous has served as the Chief Financial  Officer of ICT Technologies,
Inc.  since  November  2002.  For the past 50 years,  Mr.  Eracleous has been an
accountant in private practice.

Steve Tsavaris has served as a Director of ICT Technologies,  Inc. since October
2002 and as a member of its audit committee since February 2003. Mr. Tsavaris is
the President of Ponce de Leon Bank, a position he has held since 1990.

Esmeraldo Diaz has served as a Director of ICT  Technologies  since October 2002
and as a member of its audit committee since February 2003. Mr. Diaz is the Vice
President of the Loan  Department  of Ponce de Leon Bank, a position he has held
since 1998.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

In December  1998,  Joshua  Shainberg  submitted an Offer of  Settlement  to the
National Association of Securities Dealers,  Inc., which was accepted,  pursuant
to which he was censured and barred from  association  with any NASD member.  On
November 10, 1999, he became a  co-defendant  in an action by the Securities and
Exchange Commission in the United States District Court for the Eastern District
of New York alleging  violations of sections  10(b) and 17(a) of the  Securities
Act.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Since  January  1,  2003,  the  following  reports  under  Section  16(a) of the
Securities  Exchange Act of 1934 (the "Exchange Act") were not filed or were not
timely  filed by  officers,  directors  or  beneficial  owners  of more than ten
percent of any class of the Company's equity securities  registered  pursuant to
Section 12 of the Exchange Act: To the Company's knowledge, no officer, director
or  beneficial  owner of more than ten  percent  of any  class of the  Company's
equity securities  registered  pursuant to Section 12 of the Exchange Act or any
other  person  subject  to Section 16 of the  Exchange  Act with  respect to the
Company,  failed to file on a timely basis reports  required by Section 16(a) of
the Exchange Act subsequent to January 1, 2003.

ITEM 10.  EXECUTIVE COMPENSATION

The following Summary  Compensation  Table sets forth, for the three years ended
December 31, 2003, the compensation for services in all capacities earned by all
persons serving as the Company's  Chief  Executive  Officer during 2003 and each
other  executive  officer  whose total  annual  salary,  bonus and other  annual
compensation   may  have  exceeded   $100,000  in  2003  (the  "Named  Executive
Officers").

                           SUMMARY COMPENSATION TABLE


Name and Principal Position   Year      Salary  Bonus  Compensation Compensation

Vasilios Koutsobinas          2003      $-0-      -0-        -0-             -0-
                              2002     $81,096   -0-      $4,666         $11,832
Joshua Shainberg n1/          2003      $-0-     -0-        -0-              -0-
                              2002      $-0-     -0-        -0-              -0-
                              2001      $-0-     -0-        -0-              -0-
                              2000      $-0-     -0-        -0-              -0-
Andrew Eracleous              2003     $32,730  - 0 -      - 0 -             -0-
                              2002     $31,000  - 0 -      - 0 -    $100,000(n2)

n1/ The  Board of  Directors  has not yet  made a  determination  regarding  Mr.
Shainberg's   compensation   package.   It  is   anticipated   that  after  such
determination is made, a retroactive adjustment for 2002 may be made.

n2/  Represents  435,000 shares of Common  Stock  issued to Mr.  Eracleous  in
exchange for services.

ICT  Technologies  does not  maintain a stock  option  program,  has  granted no
restricted stock awards and maintains no long-term incentive  programs.  None of
the  named  Executive  Officers  has a  written  employment  contract  with  ICT
Technologies.

DIRECTOR COMPENSATION

Each non-management director of ICT Technologies, Inc. is paid $24,000 per year
for his services as a director. No payments were made to the directors in 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth certain  information,  as of December 31, 2003,
with respect to the  beneficial  ownership of shares of Common Stock by (i) each
person known to the Company to beneficially  own more than 5% of the outstanding
shares of Common  Stock,  (ii) each  director  of the  Company,  (iii) the Named
Executive  Officer and (iv) all executive  officers and directors of the Company
as a group.

                                     Amount and Nature of   Number of Percent of
                                  Beneficial Ownership (1)       Shares Class
Name and Address of Beneficial Owner

Vasilios Koutsobinas                       77,481,675                 88.8%
Joshua Shainberg                            4,877,230                  5.8%
Andrew Eracleous                              839,950                  1.0%
Steve Tsavaris                                      0                   -
Esmeraldo Diaz                                      0                   -

All executive officers and directors as a group:

5 persons                                  83,198,855                 96.6%

(1)  Beneficial  ownership has been  determined  pursuant to Rule 13-d under the
Exchange Act.

ICT Technologies does not maintain any equity incentive compensation plans.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since the closing of the 2002 Transaction,  the working capital  requirements of
ICT  Technologies  have been satisfied  almost  entirely  through loans from Mr.
Vasilios  Koutsobinas,  the chief executive officer and principal stockholder of
ICT  Technologies,  Inc.  These loans,  which are payable [on  demand],  totaled
$818,890 at December 31, 2002.

During 2002, ICT Technologies completed sales of prepaid phone calling cards and
PIN's for an  aggregate  price of  $541,140  to Antiko  Travel.  Mrs.  Konstando
Koutsobinas is the owner of Antiko Travel and Mr. Anastasios  Koutsobinas is the
General  Manager  of  Antiko  Travel.  The  aforementioned  individuals  are the
daughter and son, respectively, of Mr. Vasilios Koutsobinas.

At  December  31,  2002,  there  was  an  aggregate  of  approximately  $434,547
outstanding to Ponce de Leon Bank; the figure  represented a $134,547 balance on
a bank line of credit and a $300,000  balance on a loan due July 24,  2003 under
these credit lines.  Steve Tsavaris and Esmeraldo Diaz, who are directors of ICT
Technologies,  Inc., are the President and a Vice  President,  respectively,  of
Ponce de Leon Bank.

During  2002,  the  Company  paid  $36,652  in  premiums  relating  to a general
commercial  liability  policy  pursuant  to a policy  purchased  through  Surrey
Agency. Surrey Agency is owned by Andrew Eracleous,  the Chief Financial Officer
of ICT Technologies, Inc.

As described more fully under  "Business - Overview",  from the date of the 2002
Transaction  through May 13, 2003,  Europhone USA, which was wholly owned by
Vasilios Koutsobinas until such date, performed certain distribution  agreements
to which it was a party as agent for ICT Technologies,  Inc.  Europhone USA is
the tenant under the lease  relating to the  executive  offices  occupied by the
Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits are listed on the Index to Exhibits at the end of this Report.  The
exhibits  required  by Item  601 of  Regulation  S-B,  listed  on such  Index in
response to this Item, are incorporated herein by reference.

(b) No reports or Form 8-K were filed during the fourth  quarter ended  December
31, 2003.

ITEM 14. CONTROLS AND PROCEDURES

Mr. Vasilios  Koutsobinas,  ICT Technologies Chief Executive Officer, and Andrew
Eracleous,   ICT  Technologies  Chief  Financial  Officer,  have  evaluated  the
effectiveness of ICT  Technologies'  disclosure  controls and procedures as of a
date within 90 days before the filing date of this  amended  annual  report.  In
designing and evaluating the disclosure  controls and procedures,  no matter how
well designed and operated,  can provide only reasonable assurances of achieving
the desired control  objectives and they  necessarily  were required to exercise
their judgment in evaluating the cost-benefit  relationship of possible controls
and procedures.  Based upon their evaluation,  Messrs. Koutsobinas and Eracleous
concluded  that ICT  Technologies  presently  has in place  controls  and  other
procedures that are designed to provide  reasonable  assurance that  information
required to be  disclosed  by ICT  Technologies  in the reports that it files or
submits  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Since the date of the evaluation,  there have been no significant changes
in  ICT  Technologies   internal   controls  or  in  other  factors  that  could
significantly affect these controls.

SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
ICT  Technologies  has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        ICT TECHNOLOGIES, INC.

May 18, 2004                         /s/ Vasilios Koutsobinas
                                         Vasilios Koutsobinas
                                         Chief Executive Officer, Director
                                        (Principal Executive Officer)

May 18, 2004                        /s/ Andrew Eracleous
                                        Andrew Eracleous
                                        Chief Financial Officer, Director
                                    (Principal Financial and Accounting Officer)




                                 CERTIFICATIONS
                         OF THE CHIEF EXECUTIVE OFFICER

I, Vasilios  Koutsobinas,  Chief  Executive  Officer of ICT  Technologies,  Inc.
certify that:

1. I have  reviewed  this Annual  Report on Form  10-KSB of ICT  Technologies,
Inc.;

2.  Based on my  knowledge,  this  Annual  Report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Annual Report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,  to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting


Date: May 18, 2004


                                                     /s/ Vasilios Koutsobinas
                                                         Vasilios Koutsobinas
                                                         Chief Executive Officer



                                  CERTIFICATION
                         OF THE CHIEF FINANCIAL OFFICER

I, Andrew Eracleous,  Chief Financial Officer of ICT Technologies,  Inc. certify
that:

1. I have  reviewed  this Annual  Report on Form  10-KSB of ICT  Technologies,
Inc.;

2.  Based on my  knowledge,  this  Annual  Report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Annual Report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,  to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting


Date: May 18, 2004


                                                         /s/ Andrew Eracleous
                                                             Andrew Eracleous
                                                         Chief Financial Officer




                       ITEM 1.  FINANCIAL STATEMENTS

     The consolidated financial statements included herein have been prepared by
the  Company,  pursuant  to the  rules and  regulations  of the  Securities  and
Exchange Commission.

     In the opinion of the Company,  all adjustments,  consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of December 31, 2003,  and the results of its  operations and changes
in its financial  position from January 1, 2003, through December 31, 2003, have
been made.

INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                            Page

Item 1 - Financial Statements


Balance Sheet as of December 31, 2003                                        F-4


Statements of Operations for the years ended December 31,
2003 and 2002                                                                F-5



Statements of Stockholders' Equity  for the years ended December 31,
2003 and 2002                                                                F-6



Statements of Cash Flows for the years ended December 31, 2003
and 2002                                                                    F-7





 Notes to Financial Statements                                        F-8 - F-20




                           DRAKEFORD & DRAKEFORD, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS

                        A LIMITED LIABILITY CORPORATION
                           ACCOUNTANTS & CONSULTANTS






REPORT OF INDEPENDENT ACCOUNTANTS


To  the  Shareholders  and  Directors  of
ICT TECHNOLOGIES, Inc.

     We have audited the consolidated balance sheet of ICT Technologies, Inc. as
of December  31,2003,  and the related  consolidated  statements of  operations,
changes in stockholders' equity (deficiency), and cash flows for the years ended
December 31, 2003 and 2002. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in  all  material  respects,  the  financial  position  of ICT
Technologies  , Inc.,  as of December 31, 2003 and 2002,  and the results of its
operations and its cash flows for the two years then ended,  in conformity  with
accounting principles generally accepted in the United States of America.
The  accompanying  financial  statements  have been  prepared  assuming that ICT
TECHNOLOGIES,  INC. will continue as a going concern. As more fully described in
Note  1,  the  company  has  incurred   operating   losses  since  the  date  of
reorganization  and requires  additional capital to continue  operations.  These
conditions raise substantial doubt about the company's ability to continue as a
going concern.  Management's  plans as to these matters are described in Note 1.
The financial  statements do not include any adjustments to reflect the possible
effects on the  recoverability  and  classification of assets or the amounts and
classifications  of liabilities  that may result from the possible  inability of
ICT TECHNOLOGIES, INC. to continue as a going concern.




S/Drakeford & Drakeford, LLC
-------------------------------------

May 14, 2004


                             ICT TECHNOLOGIES, INC.

                           CONSOLIDATED BALANCE SHEET


                                                              December 31, 2003
                                             ASSETS


CURRENT ASSETS

Cash and cash equivalents                                         $        8,571
     Accounts receivable                                                  96,035
     Inventory                                                            83,065


     Total current assets                                                187,671


PROPERTY AND EQUIPMENT, net                                               34,898


OTHER ASSETS

     Security deposits                                                     5,000
     Goodwill                                                            108,190


              Total other assets                                         113,190


                       TOTAL ASSETS                                $     335,759


         LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES

Bank overdraft                                                     $      62,720
Accounts payable and accrued expenses                                    233,188
Payroll taxes and withholdings                                           312,235
Customer deposit                                                          54,960
Bank  lines of credit                                                    330,539


            Total current liabilities                                    993,642


LONG-TERM LIABILITIES

     Officer loans payable                                             1,258,870
      Total Liabilites                                                 2,252,512




STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, authorized 10,000,000 shares $.001 par value
each. At December 31, 2003  there are 0 shares
outstanding

Common stock authorized 200,000,000 shares, $.001 par value
each. At December 31, 2003, there are 86,199,492
shares outstanding                                                        86,199
Common stock subscribed                                                   23,906
Additional paid-in capital                                             2,324,889
Retained Earnings (deficit)                                          (4,351,747)


Total stockholders' equity (deficit)                                 (1,916,753)


               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $     335,759

The accompanying notes are an integral part of these statements.


                             ICT TECHNOLOGIES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS





                                               For the years ended

                                           December 31, 2003   December 31, 2002







Revenue


    Durable goods                            $    136,000           $   106,000
    Commissions & other                            15,296                14,745
    Prepaid telephone cards                        51,717               261,377



          Total revenues                           203,013              382,122



Cost of goods sold                                 116,020              226,328









Gross profit                                         86,993             155,794



Operating Expenses


    Selling, general and administrative            1,397,869          1,100,506
    Non-cash compensation-issuance of stock           60,000            154,107
    Depreciation                                      15,514             17,800
   Write down of inventory                           316,000                  0
   Write down of goodwill                            216,379                  0



          Total operating Expenses
                                                    2,005,762         1,272,413



          Net Income (loss) from operations         (1,918,769)     (1,116,619)



Other income and expenses


     Interest income                                                       121
     Interest expense                                   (49,176)       (15,750)



           Total other income (expenses)                (49,176)       (15,629)



                  Income (loss)                   $ ( 1,967,945)   $( 1,132,248)






Basic  earnings (loss) per common share                $   (.02)      $   (.01)



Weighted average shares outstanding, basic            89,229,492     85,820,687









The accompanying notes are an integral part of these statements.


                             ICT TECHNOLOGIES, INC.

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT



                                     Common     Additional
                   Common stock      Stock      Paid-in     Accum.
                   Shares   Amount   Subscribed Capital     Loss           Total


Balance at
January 1, 2002   7,686,025  $7,686           $1,168,110  $(1,257,554) $(81,758)


Issuance of shares
for acquisition of
Eurohone,Inc.   78,000,000   78,000                                       78,000


Capital contribution                              65,000                  65,000

Issuance of shares as
consulting fees  6,093,300   6,093               148,014                 154,107


Sale of shares through
private placement  264,167     264               536,820                 537,084


Common stock subscribed              112,100                             112,100


Net loss for the year
ended December  31, 2002__  _____   ______ ________      (1,132,248) (1,132,248)


Balance at
December 31,2002 92,043,492  $92,043 $112,100 $1,917,944 $(2,389,802) $(267,715)



September 30, 2003
Common Stock subscribed                258,907                           258,907
Delivery of common
stock subscribe     126,000      126  (347,101) 346,975                     -0-
Cancellation of
escrowed shares of
common stock      (6,000,000) (6,000)                         6,000         -0-
Common shares issued
as consulting fees    30,000      30             59,970                   60,000
Net loss for the year
ended December  31, 2003                                  (1,967,945)(1,967,945)



Balance at
December 31,2003   86,199,492 $86,199 $23,906 $2,324,889(4,351,747) $(1,916,753)








The accompanying notes are an integral part of this statement.


                             ICT TECHNOLOGIES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                      For the year  ended     For the year ended

                                        December 31, 20003     December 31, 2002

OPERATING ACTIVITIES


Net (loss)                                 $  ( 1,967,945)        $  (1,132,248)
Adjustments for noncash and
nonoperating items:


      Depreciation and amortization                 15,514               17,800
 Common stock for services                          60,000              154,107
Write-down of goodwill                             216,379                   0
 Write-down of inventory                           316,000                   0
     Changes in operating assets and liabilities:


Receivables                                         24,710            (120,745)
Inventory                                          (62,475)           (136,737)
Prepaid expenses                                     2,797              (2,797)
Bank overdraft                                      62,720                   0
Accounts payable and accrued expenses              111,713              72,197
Customer deposit                                    54,960                   0
Payroll taxes and withholdings                     312,235                   0



Cash  (used) by operating activities              (841,392)         (1,148,423)



INVESTING ACTIVITIES

Capital expenditures                                  (651)              (3,000)


Cash used by investing activities                     (651)              (3,000)


FINANCIAL ACTIVITIES

Proceeds from common stock subscribed                258,907            112,100
Proceeds from sale of stock                                0            537,084
Capital contribution                                       0             65,000
Officer loan payable                                 439,980            270,327
Bank line of credit                                 (104,008)           134,547
Bank loan                                                  0            300,000



Cash provided by financing activities                 594,879         1,419,058



NET  INCREASE  (DECREASE) IN CASH                    (259,164)          267,635



CASH BALANCE BEGINNING OF PERIOD                      267,735               100



CASH BALANCE END OF PERIOD                          $   8,571       $   267,735



NON CASH ACTIVITIES:


Interest                                           $   54,821        $   15,750
Corporate income taxes                             $        0        $        0
Common stock subscribed                            $   60,000        $        0
Conversion of common stock                         $   341,101       $        0
Offset of account receivable by foreign customer
as reduction of officer loan                          $100,000


The accompanying notes are an integral part of these statements



                             ICT TECHNOLOGIES, INC.

                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 2003


1. NATURE OF BUSINESS, BASIS OF PRESENTATION AND CONTINUING OPERATIONS

Nature of Business and Basis of Presentation

     ICT Technologies,  Inc. (the "Company" or "ICT"),  located in Elmsford, New
York.   The  Company  is  a  distributor   for  products  and  services  in  the
telecommunications  and consumer  durables  sectors.  The Company has  completed
shipments of prepaid  telephone  calling cards  (variable rate) and shipments of
air conditioning units to retail channels in Greece,  generating its revenues in
each of these areas,  while  continuing  the  long-distance  service and prepaid
calling phone card business acquired from its predecessor.  The Company has also
established  distribution  relationships for mobile  telephones,  Internet (ISP)
service, prepaid internet service and motorcycles.

     Mobile  telephones and  motorcycles  are being  manufactured in the Peoples
Republic of China (PRC).  The Company  expects to begin  generating  revenues in
these additional product and service areas during 2004. As of December 31, 2003,
sales in these areas have not yet commenced.

Continuing Operations

     During the period  required  to develop  the  subscriber  base,  expand its
service coverage area and develop additional  durable products,  the Company has
required and will continue to require  additional  operating  funds. The Company
has suffered net losses and negative  operating cash flows since inception.  For
the year ended December 31, 2003, the Company had net losses from  operations of
$1,967,945,  and negative operating cash flows from operations of $841,392.  The
Company is in a negative  working capital  position of $805, 971 at December 31,
2003 and is  deficient  in the  payment  of payroll  taxes by  several  quarters
aggregating  $312,235,  representing  the  principle  amount of the  payroll tax
liability  and  estimated  penalties  and  interest.  The Company  must fund the
purchase of initial inventory pursuant to various contractual relationships with
suppliers in the Peoples Republic of China (PRC). Funding for its operations has
been  provided  primarily by officer loans and through the sale of common stock.
For the period from January 1, 2002 through  December 31, 2003,  management  has
provided  additional  funding to the  Company  totaling  $818,890 in the form of
officer  loans.   The  ultimate   success  of  the  Company  is  dependent  upon
management's  ability  to market  and sell  prepaid  telephone  cards,  internet
services,  and durable  products  at levels  sufficient  to  generate  operating
revenues in excess of expenses. From a financing standpoint,  management's focus
is on securing sufficient  additional capital to build its operating,  sales and
marketing,  and  administrative  infrastructure to levels needed to generate and
support  the  operations  of the  Company.  Failure to  successfully  raise this
additional  capital to fund inventory  purchases and achieve positive cash flows
makes the  Company's  ability to continue as a going  concern  uncertain.  While
management  believes  that  the  Company  will  be  successful  in  raising  the
additional  capital and achieving  profitable  operations,  no assurances can be
given that the Company will be  successful  in obtaining  additional  capital or
that such financing will be on terms favorable or acceptable to the Company.
The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The  financial  statements  do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.  In  addition,  the  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

     Management's  plans for future operations  consist of developing its market
share for durable goods, prepaid telephone card services and other complementary
prepaid services through product awareness promotional campaigns and development
of  key  manufacturing  and  distributor  relationships  for  its  products  and
services. The Company does not maintain retail outlets for its products. Rather,
it sells its products and services through distributors who, in turn, resell the
Company's  products and services to customers and subscribers  through a variety
of distribution channels,  including convenience-type retail stores, wholesalers
and, to a lesser extent, other distribution channels.

In order to  provide  reliable  service to its  subscribers,  the  Company  must
continue to develop and maintain favorable relationships with telephone carriers
from which it purchases airtime.  The Company currently maintains contracts with
two  major  carriers,  which  expire  periodically  through  2007.  There are no
assurances  that  management  will be successful in its marketing  plans or that
favorable  contracts will be negotiated with the major  telephone  carriers upon
expiration of the existing contracts. Additionally, the Company must continue to
update its products and services to meet current technology standards.

The financial  statements presented consist of the consolidated balance sheet of
the Company; including Europhone USA, Inc., Europhone, Inc., Eurospeed, Inc.;
 Europhone USA, LLC; and Eurokool  Inc. at December 31, 2003 and the related
consolidated  statements of operations  and cash flows for the years ending
December 31, 2002 and 2003. All significant  inter-company transactions have
been eliminated in consolidation.

As of May 9,  2002,  Europhone,  Inc.,  Eurospeed,  and  Eurokool  were  dormant
corporations  whose  activities  were limited to entering into  agreements  with
Ningbo Bird Corporation,  Guangdong Chigo Air Conditioning Co., Ltd.,  Guangdong
Richvast Group Company,  Limited,  Giantco  Limited and Canquest  Communications
(Online) Inc. with Europhone, Inc.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Vulnerability Due to Certain Concentrations

     Financial instruments that potentially subject the Company to concentration
of  credit  risk  consist  principally  of cash and cash  equivalents  and trade
accounts receivable. Concentration of credit risk with respect to trade accounts
receivable is concentrated with two customers.  One customer  accounted for more
than 10% of consolidated  revenues in Fiscal 2003 for prepaid  telephone calling
cards and one customer  accounted  for the all of the revenues  derived from the
sale of air  conditioners.  This  concentration  of revenues  increases our risk
associated with nonpayment by these customers.

The Company is subject to risks  associated with its  international  operations,
including  changes in exchange  rates,  difficulty in trade accounts  receivable
collection  and  longer  payment  cycles.   Management  regularly  monitors  the
creditworthiness  of its domestic and international  customers and believes that
it has adequately provided for any exposure to potential credit losses.

In December  2002,  the Company  shipped an aggregate of  $1,289,340  in prepaid
phone cards to three distributors of prepaid phone cards on a consignment basis.
Upon the first use of the telephone cards by the  subscribers,  the distributors
are invoiced for the face amounts of the cards that have been put to use. One of
the  customers  is a  business  controlled  by  the  daughter  of  Mr.  Vasilios
Koutsobinas, Chairman of the Board of the Company.

The Company also receives  extended dating of accounts payable due manufacturers
of air conditioners from the PRC.

     The Company does extend  credit to wholesale  and retail  purchasers of the
Company's Durable goods and and prepaid calling cards,

Revenue Recognition

As of December 31, 2003, the Company's  products  consist of prepaid phone cards
and long distance  service.  Communications  services are  recognized as revenue
when  services  are  provided.  The Company  offers  essentially  two classes of
prepaid calling cards; "first use" and "usage" cards.  Prepaid calling cards are
delivered to the dealers  essentially on a consignment  basis. Upon notification
by the telephone  carrier that cards have been  initialized  by a customer,  the
face amount less dealer discount is invoiced and recognized as deferred  income.
Invoices are payable by the dealer within 48 hours after invoicing.

Revenue  is earned  through  the  rounding  of  minutes  used,  access  charges,
connection  charges and weekly  maintenance  fees.  The Company pays the related
telephone  charges to the carrier on a monthly basis as usage occurs.  It is the
Company's  experience  that these cards are consumed within the first 30 days of
sale and activation; otherwise, they will expire after 90 days.

Revenue from the sale of durable goods is  recognized  when products are shipped
or services are rendered.

Inventories

Inventories  include  prepaid  phone  cards,  air  conditioners,   and  cellular
telephones  and are valued at the lower of average  cost or market.  The Company
performs   periodic   assessments   to  determine  the  existence  of  obsolete,
slow-moving and  non-saleable  inventories and records  necessary  provisions to
reduce such inventories to net realizable value. Prepaid phone cards are held as
inactive status and are activated upon proof of delivery to the distributor.

Prepaid  phone card costs  consist of the printing  and  packaging of the cards.
Prepaid phone cards are held as inactive  status and are activated upon proof of
delivery to the distributor.

     As of December 31, 2003,  the Company  wrote down the  inventory of prepaid
calling cards by $316,000.

Sources of Supply

     The Company  purchases  air  conditioners  through  two  primary  suppliers
located  in  the  PRC  with  agreements  contracted  through  our  subsidiaries,
Europhone,  Inc. and Eurokool Although the Company believes that other suppliers
ultimately  could provide similar products on similar terms, a disruption in the
supply from the Company's existing vendors could adversely affect the ability of
the Company to meet its customers' requirements.

The Company sells prepaid telephone calling cards in two primary countries,  the
United  States and  Greece,  through a  relationship  with one  primary  carrier
providing  access,  billing and egress.  Should the Company not be able to renew
its reseller carrier  arrangement  with its existing  carrier network,  it would
need to seek  service  from  another  carrier in the  market.  While  management
believes that a similar  service  could be obtained from other  carriers in each
market it serves,  a  disruption  in the  company's  contracts  could affect the
ability of the Company to meet its customers' requirements.

The  Company  currently  resells  long  distance  telephone  service  through  a
relationship  with one  primary  provider,  which has  relationships  with three
primary  carriers  providing  coverage  and access to  approximately  97% of the
United States and mainstream  networks.  Should the Company not be able to renew
its reseller carrier  arrangements  with its existing carrier network,  it would
need to seek  service from  another  carrier.  While  management  believes  that
service  could be obtained  from  another  carrier in each  market it serves,  a
disruption in the company's  contract could affect the ability of the Company to
meet its customers' requirements.
Property and Equipment

Property  and  equipment  are  stated  at cost  and  consist  of  computers  and
equipment,   computer   software,   furniture   and   fixtures,   and  leasehold
improvements.  These assets are  depreciated on a  straight-line  basis over the
estimated  useful  lives of the  assets,  ranging  up to five  years.  Leasehold
improvements  are amortized over the estimated  useful life of the assets or the
term of the lease, whichever is shorter. Maintenance and repairs are expensed as
incurred.  Expenditures  for major  renewals,  replacements  and betterments are
capitalized. When assets are sold or otherwise disposed of, the cost and related
accumulated  depreciation  or  amortization  are  removed  from  the  respective
accounts and any resulting  gain or loss is  recognized.  Property and equipment
consists of the following at December 31, 2002:

       Furniture and fixtures                    $13,934
       Leasehold improvements                     54,278
                                                --------
                                                  68,212
       Less - Accumulated depreciation
         and amortization                        (33,314)
                                                --------
                                                  $34,898
                                                    =====


     Depreciation  expense was $15,514 and $17,800 for the years ended  December
31, 2003 and 2002, respectively.

Impairment of Long-Lived Assets

Statement of Financial  Accounting  Standards (SFAS) No. 121, Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,
establishes  accounting  standards for the impairment of long-lived  assets. The
Company  reviews its  long-lived  assets,  including  property and equipment and
intangible assets, for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If this review indicates
that the asset will not be recoverable  based on the expected  undiscounted  net
cash flows of the  related  asset,  an  impairment  loss is  recognized  and the
asset's carrying value is reduced.

Goodwill

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  Under the new rules,  goodwill  and  intangible  assets  deemed to have
indefinite  lives will no longer be  amortized  but are  subject  to  impairment
tests,  performed at least  annually,  in accordance  with the Statement.  Other
intangible assets will continue to be amortized over their useful lives.
..The Company has revaluated the carrying value of goodwill and has written
 down the asset by $216,379 to $108,190.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash  equivalents  include  all the cash  balances  and  highly  liquid
investments with an original maturity of three months or less.

Income Taxes

The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial   Accounting   Standards  No.  109,  "Accounting  for  Income  Taxes."
Accordingly,  deferred  income tax assets and liabilities are recognized for the
future income tax consequences attributable to differences between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  income  tax  bases.  The  effect on  deferred  income tax assets and
liabilities  of a change  in  income  tax  rates  is  recognized  in the  income
statement in the period of the income tax rate change.  Valuation allowances are
established  when it is  necessary to reduce  deferred  income tax assets to the
amount expected to be realized in future years.

Earnings Per Share

In accordance  with the provisions of SFAS No. 128,  "Earnings Per Share," basic
earnings  per  share is  computed  by  dividing  net  income  by the  number  of
weighted-average common shares outstanding during the year.

Product Warranty

All air  conditioner  sales are  covered by a one-year  manufacturer's  warranty
covering product defects.  To date, costs have not been incurred related to unit
defects.


Advertising Costs

Advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling,  general and  administrative  expenses for the years ended December 31,
2003 and 2002, were approximately $216,248 and $28,508.

Fair Value of Financial Instruments

The values the Company  presents  for  financial  assets and  liabilities  as of
December 31, 2003 (including  cash and cash  equivalents,  accounts  receivable,
restricted  cash,  accounts payable and accrued  expenses)  approximate the fair
market value of these assets and liabilities  due to their short  maturity.  The
fair value of notes payable approximates carrying value at December 31, 2003.

Recently Issued Accounting Standards

In  June  2001,  the  FASB  issued  SFAS  No.  143,  Accounting  for  Retirement
Obligations.  SFAS 143 establishes  accounting standards for the recognition and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  The Company was
required  to adopt SFAS 143 on August 1, 2002 and  expects  that the  provisions
will not have a material impact on its consolidated financial statements.


SFAS 145 amends  Statement  No. 13 to require that certain  lease  modifications
that have economic effects similar to  sale-leaseback  transactions be accounted
for in the  same  manner  as  sale-leaseback  transactions.  This  amendment  is
consistent with the FASB's goal of requiring  similar  accounting  treatment for
transactions that have similar economic  effects.  SFAS 145 also makes technical
corrections  to  existing  pronouncements.   While  those  corrections  are  not
substantive in nature, in some instances,  they may change accounting  practice.
ICT is required to adopt SFAS 145, effective for Fiscal 2003. Upon adoption, any
gain or loss on extinguishment of debt previously classified as an extraordinary
item in prior periods  presented  that does not meet the criteria of APB Opinion
No. 30, will be  reclassified  to conform with the  provisions  of SFAS 145. The
Company does not expect the adoption of SFAS 145 will have a material  impact on
its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS 146 requires  companies  to recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment  to an exit or disposal  plan.  Previous  accounting
guidance  was  provided by Emerging  Issues Task Force  (EITF)  Issue No.  94-3,
Liability  Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)  (EITF
94-3). SFAS 146 replaces EITF 94-3. The Statement is to be applied prospectively
to exit or disposal  activities  initiated  after December 31, 2002. The Company
does not expect  the  adoption  of SFAS 146 will have a  material  impact on its
consolidated financial statements.


     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure."  This statement  amends SFAS No. 123,
transition for a voluntary change to the  fair-value-based  method of accounting
for stock-based employee  compensation.  In addition,  this statement amends the
disclosure  requirements  of SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results. The Company accounts for stock-based employee compensation arrangements
in accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting  for Stock Issued to  Employees,"  and complies with the  disclosure
provisions of SFAS 123 and SFAS 148.

     In November 2002, FASB Interpretation No. 45,  "Guarantor's  Accounting and
Disclosure  Requirements  for  Guarantees,  Including  Indirect  Guarantees  and
Indebtedness of Others," was issued.  This  interpretation  requires the initial
recognition and initial measurement,  on a prospective basis only, to guarantees
issued or modified after December 31, 2002.  Additionally,  certain  disclosures
requirements  are effective for financial  statements  ending after December 15,
2002.  There were no disclosures  required of the Company in the fiscal 2002 and
2003 financial statements.

     In January 2003, FASB  Interpretation  No. 46,  "Consolidation  of Variable
Interest  Entities,"   ("VIE's")  was  issued.  This  interpretation   clarifies
situations  in  which   entities  shall  be  subject  to   consolidation.   This
interpretation  is effective for all VIE's  created after January 31, 2003.  The
Company does not believe that the adoption of this  interpretation will have any
impact on its financial statements.

Litigation

The Company is subject to  litigation  in the ordinary  course of its  business.
Management  believes that any potential liability thereto is not material to the
Company's financial position and results of operations.

A legal action was filed against the Company by our former auditor, Edward
Engels CPA, in the Civil Court for the City of New York, seeking recovery of
accounting fees and other damages totaling approximately $12,000.
The Company have filed a counterclaim seeking return of all previous moneys
paid the Mr. Engels.  Management believes that we have meritorious defenses to
this lawsuit and intend to vigorously prosecute this matter.  In the
event of an adverse outcome, the Company would be adversely effected.

3. PAYROLL TAX LIABILITY

     The Company is  deficient  in the payment of Federal and State  payroll tax
trust  funds  aggregating  $312,235,   representing  the  principle  amount  due
including an estimate for penalties and interest.

4. STOCKHOLDERS' EQUITY

Common Stock

The following common stock transactions occurred in fiscal year 2003:

     On May 9, 2002,  the Company issued  6,000,000  shares of common stock into
escrow in  consideration  for  services,  to be provided by a consultant  to the
Company.  As of December  31, 2002,  the escrowed  shares were being held by the
Company pending  completion of the agreement.  These shares were returned to the
Stock Transfer Agent for  cancellation.  It is possible that the consultant will
take the  position  that the  Company  is liable  for the  re-issuance  of these
shares.  The Company is reserving  6,000,000  shares of common  stock  pending a
final  resolution of its rights and obligations  under the agreement,  which the
Company  is seeking to  accomplish  on a  negotiated  basis.  If the  Company is
required to re-issue  these  shares of common stock upon that  resolution  or in
connection with any subsequent judicial  proceedings,  a charge to operations of
approximately $6,000,000 would be incurred.

     As of December 31, 2003,  the Company has  received  subscriptions  for the
sale of shares of common stock aggregating  $258,907 and has converted  $347,101
of  subscriptions  to 126,000 shares of common stock..  As of December 31, 2003,
the  Company has  received an  additional  $23,906 in  subscriptions  for common
stock.

     As of December 31, 2003,  the Company  issued an aggregate of 30,000 shares
of common stock to two consultants in  consideration  for consulting fees valued
at an aggregate of $60,000 or $2.00 per share.

5. BANK LINE OF CREDIT

Europhone USA received a revolving line of credit  providing a
$200,000  line of credit from the Ponce De Leon  Federal  Bank and is payable in
monthly installment payments of $4,980 including interest at 9%. At December 31,
2003,  the  balance  due was  $110,506. The  line of  credit  has the  personal
guarantee of Mr. Koutsobinas.

     On December 17,  2003,  Europhone  USA received a revolving  line of credit
providing  a  $10,000  line of credit  from  Ponce De Leon  Federal  Bank and is
payable with interest only at 5%. The line of credit has the personal  guarantee
of Mr. Koutsobinas.

     As of December 31, 2002, Europhone USA is obligated to pay to Ponce De Leon
Federal  Bank a $210,016  loan with  interest  at 8% and  principal  payments of
$1,367. The line of credit has the personal guarantee of Mr. Koutsobinas.

6. LEASES

The Company  leases  approximately  3,858 feet of office space from an unrelated
party at 33 West Main Street,  Elmsford,  New York.  The lease is in the name of
Europhone  USA and is for a period  extending  to January  31, 2006 at a monthly
rent of $6,109  plus $723 in common  area  charges,  in  addition to real estate
taxes, and a security deposit of $13,663.  Future  commitments for minimum lease
rentals under non cancelable leases at December 31, 2003, are as follows:

      2004                 $88,992
      2005                 $91,662
      2006                 $94,411

Rent expense  including  common area charges under operating  leases was $87,939
and  $98,987  for the years  ended  December  31,  2003 and 2002,  respectively.
Obligations under capital leases are not significant.

7. INCOME TAXES

A deferred income tax asset is established for the complete amount of income tax
benefits  available in future  periods from the assumed  realization  of tax net
operating  loss  carryforwards.  In  addition,  a  deferred  income tax asset or
liability  is  established  for the  complete  amount of income tax  benefits or
liabilities from the effect of temporary differences.  The components of the net
deferred income tax assets as of December 31, 2003, were as follows:
Deferred income tax assets:

    Net operating loss carryforwards                     $ 1,653,663
    Valuation allowance                                  ( 1,653,663)
                                                       ---------------
Net deferred income tax assets                               $    0
                                                              =======

At  December  31,  2003,  the  Company  has  federal  and state  income tax loss
carryforwards of approximately  $4,351,747 which expire through 2020, subject to
the  limitations  of the IRC Section  382.  The Company has provided a valuation
allowance  of  $4,351,747  at  December  31,  2003,   because,  in  management's
assessment,  it is uncertain  whether the net deferred income tax assets will be
realized.

Future sales of common stock by the Company or its  principal  stockholders,  or
changes in the  composition of its principal  stockholders,  could  constitute a
"change of control" that would result in annual limitations on the Company's use
of its NOLs and unused tax credits.  Management  cannot  predict  whether such a
"change in control" will occur. If such a "change in control" were to occur, the
resulting annual  limitations on the use of NOLs and tax credits would depend on
the value of the  equity of the  Company  and the amount of  "built-in-gain"  or
"built-in-loss"  in the Company's assets at the time of the "change in control,"
which cannot be known at this time.

8. Related Party Transactions

     The Company is obligated to repay moneys advanced by officers and directors
of the company aggregating $1,258,870 payable without interest on demand.

     As of December  31,  2003,  one foreign  customer  offset a balance due the
Company  aggregating  $100,000 from the sale of air conditioners  against moneys
due them for  promotional  services  rendered for the  Company.  This charge was
reflected as a reduction in the officer loan payable to Vasilios Koutsobinas.

9.  Supply Agreements

The  Company,  through its  subsidiaries  has  entered  into  various  marketing
agreements for the purchase of air conditioners,  cellular  telephones and motor
scooters with various  companies in the PRC. The terms of the  agreements  grant
rights to market  these  products in the North  American  Continent  and certain
European  countries.  The terms of these agreements run essentially to March 31,
2007 and have  minimum  order  requirements  with agreed  increases on an annual
basis.  As of December  31,  2003,  the  Company  has not met the minimum  order
requirements under these agreements because of delays in obtaining  approvals by
various agencies in the United States.  The Company through its subsidiaries has
acquired the right to use such trade names as Eurospeed and Eurokool.

     During the last  quarter of 2003,  the  Company  entered  into an  informal
relationship  whereby we agreed to design,  and then sell,  mobile telephones to
Audiovox  ("ACC"),.  To supply the design  function the Company  entered into an
agreement on October  20,2003 with Uroa Tech, Inc.  through  Europhone USA which
will come into effect upon the first  shipment  of mobile  telephones  to us and
expire  two years  from this date.  The terms of the  agreement  will be renewed
automatically  on a yearly basis up to three years total length of time. We have
received  a letter of credit  from ACC for 9.8  million  dollars  to pay for the
first  installment of 100,000  telephones,  along with a purchase order covering
the delivery of 1 million  cellular  telephones  over a twelve month period.  To
finance the  manufacture  of this  order,  the Company has issued a back to back
letter of credit against the ACC Letter of Credit for $9,000,000 to an unrelated
third party  manufacturer to fulfill the order. We expect to receive payment for
the first  installment of telephones  late in the second quarter or in the third
quarter of 2004. However, the ACC purchase order has expired and while we expect
both the  first  shipment,  and all  subsequent  shipments,  to be  accepted  by
Audiovox there may not exist,  at this time, a contractual  obligation to accept
the shipments.  In the event of non-acceptance of the shipment, the Company will
be materially and adversely  affected.  The Company has recently  requested that
ACC reconfirm their purchase order.

     The  Company  is  in  litigation  with  Rainbow   Advertising,   Corp.  for
approximately  $32,000 in  advertising  expenses.  Subsequent to the date of the
financial  statements,  the Company has reached agreement for settlement of this
obligation aggregating $21,000 to be paid in installments.

10.  Business Segment Information

The Company has identified two reportable  business  segments:  air conditioners
and long distance  telecommunications  services.  The retail  telecommunications
services  business segment  includes  [domestic and  international]  prepaid and
rechargeable  calling cards, and consumer long distance  services to individuals
and businesses.

The Company  evaluates the performance of its business  segments based primarily
on operating  income  (loss) after  depreciation,  amortization  and  impairment
charges, but prior to interest income (expense), other income (expense),  income
taxes,  extraordinary  items and cumulative  effect of accounting  changes.  All
corporate overhead is allocated to the business segments based on time and usage
studies,   except  for  certain  specific  corporate  costs,  such  as  treasury
management and investment-related costs, which are not allocated to the business
segments. Operating results and other financial data presented for the principal
business segments of the Company for the year ended December 31, 2001 and 2002.

                                                    December 31, December 31,
                                                       2002          2003
  Durable goods                                      $106,000     $136,000
  Long Distance telephone                              14,745       15,296
  Prepaid telephone cards                             261,377       51,717
                                                    ---------       ---------
      Total revenues                                  382,122      $203,013

Revenue  from  customers  located  outside  of  the  United  States  represented
approximately  63.6%,  of total  revenues for the year ended  December 31, 2002,
with Greece representing most sales.

Revenue  from  customers  located  outside  of  the  United  States  represented
approximately  92,5%,  of total  revenues for the year ended  December 31, 2003,
with Greece representing most of the sales.


Exhibit
Number  Description of Exhibits

3.1   Certificate  of  Amendment  of  Certificate   of   Incorporation   of  ICT
Technologies, Inc.*

3.2     Bylaws of ICT Technologies, Inc.**

10.1    Amended and Restated Share Acquisition and Voting Agreement dated as of
May 9, 2002 and executed  April 30, 2003 by and among  Europhone  USA,  Inc.,
Vasilios Koutsobinas and Joshua Shainberg***

16      Letter from Thomas P. Monahan dated as of July 22, 2002  regarding
change in Certifying Accountant****

21      List of Subsidiaries

23      Consent of Drakeford and  Drakeford,P.A.  Certified Public  Accountant
-filed electronically herewith

99.1    Certification  of the Company's  Chief  Executive  Officer  pursuant to
18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-
Oxley Act of 2002

99.2    Certification  of the Company's  Chief  Financial  Officer  pursuant to
18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-
Oxley Act of 2002



* Incorporated by reference to Exhibit 3(iii) from the Company's Form 10-KSB for
the annual period ended December 31, 2001, filed on April 29, 2002

**  Incorporated  by reference from the Company's Form 10-SB12G,  filed with the
Securities and Exchange Commission on March 6, 2000

***  Incorporated  by reference to Exhibit 10.1 from the  Company's  Form 8-K/A,
dated May 9, 2002

****  Incorporated by reference to Exhibit 16 from the Company's Form 8-K, dated
May 13, 2002



















Exhibit 21

List of Subsidiaries of ICT Technologies, Inc.

Europhone, Inc.

Eurokool, Inc.
Europhone, Inc.
Europhone USA, Inc.
Europhone USA LLC
Eurospeed, Inc.






































Exhibit 99.1

                           CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of ICT  Technologies,  Inc. (the "Company")
on Form  10-KSB  for the  period  ended  December  31,  2003 as filed with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Vasilios Koutsobinas,  Chief Executive Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.

                                               /s/ Vasilios Koutsobinas
                                            Name:  Vasilios Koutsobinas
                                           Title:  Chief Executive Officer

May 18, 2004




































Exhibit 99.2

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ICT  Technologies,  Inc. (the "Company")
on Form  10-KSB  for the  period  ended  December  31,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Andrew
Eracleous,  Chief  Financial  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.

                                             /s/ Andrew Eracleous
                                          Name:  Andrew Eracleous
                                         Title:  Chief Financial Officer

May 18, 2004