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

                                 FORM 10-KSB/A
                                   (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, 2002
                                       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: $382,122.

The aggregate market value of the voting Common Stock held by  non-affiliates of
the issuer, based on the closing sales price of $5.65 per share, was $15,680,654
as of August 15, 2003.

At August 15, 2003, the registrant had outstanding  86,068,492  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, "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  distributionholding  company for  products  and
services in the telecommunications  and consumer durables sectors.  During 2002,
ICT  Technologies   completed  shipments  of  prepaid  telephone  calling  cards
(variable rate) and sample shipments of air  conditioning  units to distribution
channels in EuropeGreece,  generating its first revenues in each of these areas,
and   continued  the  operation  of   EurophoneUSAEurophone   USA's   historical
telecommunications business as described below. ICT Technologies has established
distribution  relationships for the following  additional  products and services
and commenced pre-launch marketing of these products and services during 2002:

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

ICT Technologies  expects to begin generating revenues in one or more additional
product and service areas by the end of 2003.  Sales in these areas have not yet
commenced.  It will be  necessary  for ICT  Technologies  to  obtain  additional
financing arrangements and, in certain cases, governmental approvals to commence
distribution of these products.

ICT Technologies focus as a holdingdistribution  company 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 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/A.

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

                        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 at December 31, 2002.

                        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, 2002, 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 [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, 2003,  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.  ICT
Technologies   previously   operated   a  private   label   program   with  9278
Communications Inc. but this program was has been discontinued.

                Internet Service

Prepaid  Internet  Service.  The  Company  has entered  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 2003.  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.

Pursuant to the terms of its agreement  with  Canquest,  ICT  Technologies  will
purchase the  goeurophone  compact disks from  Canquest  Online at a discount to
face value. ICT Technologies will become obligated to pay the wholesale purchase
price to Canquest upon first use of the compact disk by a retail  customer.  The
Canquest  Online  agreement  can be  terminated  by  Canquest  Online on 90 days
notice.

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 2003 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.

Telephones

ICT Technologies has entered into 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 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
terminatesd  automatically  by Ningbo.  However,  ICT  Technologies has received
verbal assurance from Ningbo that the minimum purchase  requirements will not be
enforced for past  periods.  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. It
was listed on the Shanghai Stock Exchange as of July 2000.

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., a Greek wholesaler.

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.  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.  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 air conditioners can commence in the United States,  appropriate
government and agency regulatory approvals will need to be secured.

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.  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  shipped to Botzakis  are  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 7 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
sale 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 to  promotinge  sales  and the
distribution of ICT Technologies' its 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 18 full-time employees and 2 part-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 by early 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 2003.

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 excellent  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 January31, 2006.

ITEM 3.  LEGAL PROCEEDINGS

In May of 1999,  ICT  Technologies,  Inc. and Mr.  Joshua  Shainberg  brought an
action against Mr. Furio Maglione and 9008-9657  Quebec Corp.  (aka Giros Corp.)
in the United  States  District  Court,  District  of New  Jersey,  Docket #C 99
2058(AMW)  alleging that defendants had breached an agreement  pursuant to which
300,000 shares (the "Shares") of ICT  Technologies,  Inc. Common Stock was to be
exchanged for certain real estate assets. The complaint was subsequently amended
to add Abraham  Shainberg,  the original  owner of the shares,  and a former
director and former officer of ICT Technologies, Inc., as a plaintiff and to add
Olde Monmouth Stock Transfer and Trust Co. ("Olde Monmouth"),  ICT Technologies,
Inc.s  transfer  agent,  as a defendant.  As a result of this  litigation,  the
Shares are being held by Olde  Monmouth  subject  to an order  preventing  their
transfer  until further court order.  The goal of the  litigation is to have the
Shares returned to Abraham Shainberg.

Furiiro Maglione  subsequently  asserted  counterclaims against Joshua Shainberg
and ICT Technologies,  Inc. for breach of contract and misrepresentation seeking
unspecified  actual and  punitive  damages.  Among other  things,  Mr.  Maglione
alleges  that his  agreement  with such  plaintiffs  was  breached  by virtue of
transfer  restrictions  being  applicable  to the  Shares  at the time they were
tendered to Mr.  Maglione and by alleged  representations  that the Shares had a
market value of $2.4 million and were freely transferable. ICT Technologies does
not believe the counterclaims  asserted against it have any merit and intends to
defend this action  vigorously.  ICT  Technologies  intends to file a motion for
summary  judgment  with respect to the  counterclaims  prior to the June 1, 2003
deadline established by the court.

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 April 2002, Joshua Shainberg, who at the time held approximately 77.5% of
the  then  outstanding  Common  Stock of ICT  Technologies,  Inc.,  executed  an
amendment to the certificate of incorporation  increasing its authorized capital
stock of ICT Technologies, Inc. from 10 million shares to 210 million shares. No
consent,  solicitation, or information statement was distributed to stockholders
of ICT Technologies,  Inc. in connection with the execution of such amendment or
the  subsequent  filing  of the  amendment  with  the  State  of  Delaware.

No  other  matters  were  submitted  to  a  vote  of  security  holders  of  ICT
Technologies during the year ended December 31, 2002.

                                    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

As of April 30, 2003, there were  approximately  86,043,492 record owners of our
Common Stock.

On February 7, 2003, ICT Technologies  Board of Directors approved the issuance
of 475,000  shares of Common Stock to Vasilios  Koutsobinas in replacement of an
equal number of shares  issued by Mr.  Koutsobinas  to officers and employees of
the  Company in  recognition  of  services.  These  securities  were  offered in
reliance  upon an exemption  from  registration  pursuant to Section 4(2) of the
Securities Act of 1933 as a transaction  not involving any public  offering.  No
broker/dealers  were  involved  in the sale and no  commissions  were paid.  Mr.
Koutsobinas is a sophisticated  purchaser and had access to adequate information
about ICT Technologies through employment and other relationships.

For the  period  from May 9,  2002 to  August  31,  2002,  the  Company  sold an
aggregate of 50,000  shares of common stock for an  aggregate  consideration  of
$62,500 or $1.25 per share. The Company also sold an aggregate of 154,167 shares
for $354,584 or $2.30 per share and 60,000 shares for an aggregate consideration
of $120,000 or $2.00 per share.

As of December 31, 2002, the Company has received  subscriptions for the sale of
shares of common stock aggregating $112,100.


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/A,  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

We have  experienced  minimum  revenues  from the sale of artwork and on May 29,
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  sample  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").

We entered into an agreement on or about May 9, 2002 whereby the Company  issued
68,000,000 new shares of common stock to Mr. Vasilios Koutsobinas and 10,000,000
new  shares  of  common  stock  to  Europhone  USA,  Inc.  ("Europhone  USA") in
consideration for 100% ownership interest in Europhone,  Inc.,  Eurospeed,  Inc.
and Eurokool,  Inc.  ("Europhone").  The agreement was  subsequently  amended to
include 100% ownership of Europhone USA recognizing  that the companies had been
operating on a combined basis since the effective date of the agreement,  May 9,
2002.


BUSINESS ACTIVITIES

We have  experienced  minimum  revenues  from the sale of artwork and on May 29,
2002,  we entered into an agreement  for the purchase of certain  assets and the
business of Europhone USA, Inc. and Europhone, Inc. ("Europhone"), both of which
were wholly owned by Mr.  Vasilios  Koutsobinas  for an aggregate of  78,000,000
shares of our common stock.

We issued  an  aggregate  of  78,000,000  common  shares  of the  Company  in an
acquisition with Vasilios  Koutsobinas for all of the capital stock of Europhone
USA. At the time of the acquisition, 100% of the outstanding shares of Europhone
USA were owned by Mr. Koutsobinas. The purchase price for accounting purposes is
based  on the  purchase  price  agreed  to by the  Company  at the  time  of the
acquisition.  Following the  transaction,  the one  shareholder of Europhone USA
held approximately 91.0% of the Company. As such, the controlling shareholder of
Europhone controlled the Company following the acquisition.

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, 2002, 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 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.  As of December 31, 2002,  our prepaid  phone cards are being sold both
domestically  and in Greece.  In  December,  2002,  we shipped an  aggregate  of
$1,289,340  in  prepaid  phone  cards  to  two  distributors  in  Greece  on  an
essentially  consignment basis. Payments on the invoices are due within 48 hours
after the first use of the telephone cards by the subscribers.  Included in this
shipment was $541,140  worth of prepaid  phone cards  shipped to Antiko  Travel,
which is wholly owned by the daughter of Mr. Koutsobinas.  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.

In addition to these products  which served as the basis of revenue  sources for
the year ended  December 31, 2002,  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 intend to begin distribution of
this product during 2003.

We have  entered  into 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 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, 2002, we have received samples
of the  cellular  telephones  that we plan to sell  and  have  not  derived  any
revenue.

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.

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.

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 264,167 shares of common stock
for an aggregate  consideration of $537,084. We have also received an additional
contribution to capital of $65,000 and  subscriptions for the sale of additional
shares of  common  stock  aggregating  $112,100.  Subsequent  to the date of our
financial  statements,  we have  received  additional  subscriptions  for 48,000
shares  of our  common  stock  aggregating  $96,000.  We have  also  funded  our
operations and growth through  officer loans from Mr.  Vasilios  Koutsobinas and
Mr. Joshua Shainberg, aggregating $818,890 as of December, 31, 2002.

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, 2002, 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 90 days.

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 2002.

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.



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

                             ICT TECHOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      For the year ended December 31, 2002

                                              December 31,       December31,
                                                    2002               2001

Revenue
  Durable goods                              $106,000    27.7%
    Long Distance telephone                    14,745     3.9%
  Prepaid telephone cards                     261,377    68.4%   $19,561  100.0%
                                             ---------    -----  -------  -----
Total revenues                                382,122    100.0%   19,561  100.0%

Cost of goods sold
  Telephone cards                              153,328    40.1%   18,448   94.3%
  Air conditioners                              73,000    19.1%
                                             ----------   ----   -------   -----
Total cost of goods sold                       226,328    59.23%  18,448   94.3%

Gross profit                                   155,794     40.8%   1,113    5.6%


Operating expenses
  Selling, general and administrative       1,116,256 (292.1)% 247,072(1,263.1)%
  Non-cash compensation-issuance of stock     154,107  (40.3)%
  Depreciation                                 17,800   (4.7)%   7,643    39.1%
                                            -----------  ------  ------   ----
Total operating expenses                     1,288,163 (337.1)%254,715(1,302.2)%

Income (loss) from operations             (1,132,369)(296.3)%(253,602)(1,296.5)%
Other income
  Interest income                                121   0.0%
  Interest expense                                             (7,537)   (38.5)%
                                               -----  ------    ------   -------
Total other income                               121   0.0%     (7,537)  (38.5)%

Net income (loss)                       $(1,132,248)(296.3)%$(261,139)(1,334.9)%

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


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.

Results of Operations  for the year ended  December 31, 2001, as compared to the
year ended December 31, 2000.

For the year ended  December  31,  2001,  we  generated  net sales of $19,561 as
compared  to $43,685  for the year ended  December  31,  2000.  The  decrease in
revenues  was  primarily  due to  increases  in the costs of  telecommunications
services and increased  competition in the prepaid  calling card  industry.  Our
cost of goods sold for the year ended  December 31, 2001 was $18,448 as compared
to $34,481 for the year ended  December 31, 2000.  Our gross profit on sales was
$1,113 for the year ended  December  31, 2001 as compared to $9,204 for the year
ended  December  31, 2000.  Due to the  decrease in revenues  our cost  benefits
dropped,  effectively  reducing the gross profit for the year ended December 31,
2001 as compared to December 31, 2000.

Our general and administrative costs aggregated  approximately  $247,072 for the
year ended  December 31, 2001 as compared to $33,593 for the year ended December
31,  2000,  representing  an  increase of  $213,479.  The  aggregate  of $33,593
consisted of the following:  rent of $21,835 and office expenses of $11,758. Our
overall general and administrative  costs increased  substantially in 2001 as we
continued to build our infrastructure.



LIQUIDITY AND CAPITAL RESOURCES

The Companys cash  increased from $100 at December 31, 2001 to a cash balance of
$267,735 at December 31, 2002. Working capital at December 31, 2002 was negative
at $647,045.  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.  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 businesse 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.

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/A.  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  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 pPage 23 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                     46       President, Director

Andrew Eracleous                     74       Chief Financial Officer, Director

Steve Tsavaris                       53       Director

Esmeraldo Diaz                       39       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,  2002,  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:  Vasilios  Koutsobinas,  the chief  executive
officer of ICT  Technologies,  Inc., did not timely file four Form 4's reporting
the sale in the  market of a total of  340,000  shares of Common  Stock;  these
transactions  were  subsequently  reported  on a timely filed Form 5.  Andrew
Eracleous, the chief financial officer of ICT Technologies, Inc., did not file a
Form 3  reporting  holdings  of  839,950  shares of Common  Stock at the time he
became an officer of ICT  Technologies,  Inc.  and did not timely file 14 Form
4's reporting the issuance to him of 435,000  shares of Common Stock in exchange
for services  and the sale in the market of a total of 15,200 shares of Common
Stock; these transactions were subsequently reported on a Form 5, which was
timely filed but was subsequently required to be amended after the deadline for
the filing of Form 5's to reflect certain transactions that had not been
included.  Joshua Shainberg, the president of ICT Technologies,  Inc., did not
file 28 Form 4's reporting the sale in private  transactions  of a total of
863,550 shares of Common Stock; these  transactions were subsequently  reported
on a Form 5, which was not timely filed.  With these exceptions, 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, 2002.

ITEM 10.  EXECUTIVE COMPENSATION

The following Summary  Compensation  Table sets forth, for the three years ended
December 31, 2002, the compensation for services in all capacities earned by all
persons serving as the Company's  Chief  Executive  Officer during 2002 and each
other  executive  officer  whose total  annual  salary,  bonus and other  annual
compensation   may  have  exceeded   $100,000  in  2002  (the  "Named  Executive
Officers").

                           SUMMARY COMPENSATION TABLE


Name and Principal Position   Year      Salary  Bonus  Compensation Compensation

Vasilios Koutsobinas          2002     $81,096   -0-      $4,666         $11,832
Joshua Shainberg n1/          2002      $-0-     -0-        -0-              -0-
                              2001      $-0-     -0-        -0-              -0-
                              2000      $-0-     -0-        -0-              -0-
Andrew Eracleous              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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth certain  information,  as of December 31, 2002,
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                 90.0%
Joshua Shainberg                            4,946,530                  5.8%
Andrew Eracleous                              839,950                  1.0%
Steve Tsavaris                                      0                   -
Esmeraldo Diaz                                      0                   -

All executive officers and directors as a group:

5 persons                                  83,268,155                 96.8%



(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, 2002.

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.

August 15, 2003                      /s/ Vasilios Koutsobinas
                                         Vasilios Koutsobinas
                                         Chief Executive Officer, Director
                                        (Principal Executive Officer)

August 15, 2003                     /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/A 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: August 15, 2003


                                                     /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/A 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: August 15, 2003


                                                         /s/ Andrew Eracleous
                                                             Andrew Eracleous
                                                         Chief Financial Officer




                    ICT TECHNOLOGIES, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS

Report of Independent Certified Public Accountants                          F-1
Consolidated Balance Sheet as of December 31, 2002                          F-2
Consolidated Statement of Operations for the years ended December 31, 2001
and 2002                                                                    F-3
Consolidated Statement of Cash Flows for the years ended December 31, 2001
and 2002                                                                    F-4
Consolidated Statement of Stockholders Equity for the year ended December
31, 2002                                                                    F-5
Notes to Consolidated Financial Statements                           F-6 - F-14















REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Board of Directors and Shareholders of ICT TECHNOLOGIES, INC.

We have audited the accompanying  balance sheet of ICT TECHNOLOGIES,  INC. as of
December  31,  2002 and the related  statements  of  operations,  cash flows and
shareholders'  equity for the years  ended  December  31,  2001 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  and   significant   estimates  made  by
management, as well as evaluating the overall financial statement presentation.

We believe that our audit  provides a reasonable  basis for our opinion.  In our
opinion,  the  financial  statements  referred to above present  fairly,  in all
material  respects,  the  financial  position  of ICT  TECHNOLOGIES,  INC. as of
December 31, 2002 and the results of its  operations,  shareholders'  equity and
cash flows for the years ended  December  31, 2001 and 2002 in  conformity  with
generally accepted accounting principles.

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.


Drakeford & Drakeford, LLC

August 6, 2003






















F-1
                             ICT TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2002



Current assets

Cash and cash equivalents                                              $267,735
  Accounts receivable                                                   120,745
  Inventory                                                             336,590
  Prepaid expenses                                                        2,797
                                                                     ----------
Current assets                                                          727,867

Property and equipment-net                                               49,761

Other assets
  Security deposit                                                        5,000
  Goodwill                                                              324,569
                                                                     ----------
Total other assets                                                      329,569

Total assets                                                          1,107,197
                                                                     ==========

                       Liabilities and Stockholders Equity

Current liabilities
  Accounts payable and accrued expenses                                $121,475
  Bank lines of credit                                                  434,547
  Officer loans payable                                                 818,890
                                                                     ----------
Total current liabilities                                             1,374,912
                                                                     ----------
Stockholders equity
Preferred stock authorized 10,000,000 shares $0.001 par value each
At December 31, 2002 there are -0- shares outstanding
Common stock authorized 200,000,000 shares $.001 par value each,
At December 31, 2002, there are 92,043,492 shares outstanding            92,043
Common stock subscribed                                                 112,100
Additional paid in capital                                            1,917,944
Retained earnings                                                    (2,389,802)
                                                                     ----------
Total stockholders equity                                              (267,715)
                                                                     ----------
Total liabilities and stockholders equity                            $1,107,197
                                                                     ==========

See notes to accompanying financial statements











F-2

                             ICT TECHOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For the years ended December 31, 2001 and 2002






                                                   December 31,     December 31,
                                                       2002              2001
Revenue
  Durable goods                                   $   106,000
  Long distance telephone                              14,745
  Prepaid telephone cards                             261,377           $19,561
                                                    ---------         ---------
Total revenues                                        382,122            19,561

Cost of goods sold
  Telephone cards                                     153,328            18,448
  Air conditioners                                     73,000
                                                    ---------         ---------
Total cost of goods sold                              226,328            18,448

Gross profit                                          155,794             1,113

Operating expenses
  Selling, general and administrative               1,116,256           247,072
  Non-cash compensation-issuance of stock             154,107
  Depreciation                                         17,800             7,643
                                                    ---------         ---------
Total operating expenses                            1,288,163           254,715

Income (loss) from operations                      (1,132,369)         (253,602)
Other income
  Interest income                                         121
  Interest expense                                                      ( 7,537)
                                                    ---------         ---------
Total other income                                        121            (7,537)

Net income (loss)                                 $(1,132,248)       $ (261,139)

                                                   ==========        ==========
Net income (loss) per share -basic                $   (0.01)         $  (0.00)
Number of shares outstanding-basic                 85,820,687        85,686,025
                                                   ==========        ==========



See accompanying notes to financial statements










F-3
                             ICT TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 2001 and 2002


                                       For the year ended     For the year ended
                                        December 31, 2001      December 31, 2002

OPERATING ACTIVITIES
 Net (loss)                                   $(261,139)            $(1,132,248)
 Adjustments for non cash and
     non operating items:
 Depreciation                                      7,643                  17,800
 Non-cash compensation-
     consulting fees paid                                                154,107
     Changes in operating assets and
     liabilities, net of acquisitions:
     Receivables                                                       (120,745)
     Inventory                                   (27,000)              (136,737)
     Prepaid expenses                                                    (2,797)
     Accounts payable and
      accrued expenses                             4,157                  72,197
                                               ---------               ---------

     Cash provided (used) by
      operating activities                      (276,339)            (1,148,423)

INVESTING ACTIVITIES
    Security deposit                             ( 5,000)
    Capital expenditures                         (25,217)                (3,000)
                                                ---------              ---------
    Cash used by investing activities            (30,217)                (3,000)

FINANCIAL ACTIVITIES
  Proceeds from common stock subscribed                                  112,100
  Proceeds from sale of stock                                            537,084
  Capital contribution                                                    65,000
  Deferred revenue                                82,405
  Bank line of credit                            113,847                 134,547
  Bank loan                                                              300,000
  Officer loan payable                            51,857                 270,327
                                               ---------               ---------

 Cash provided by financing activities           248,109               1,419,058
                                               ---------               ---------

NET (DECREASE) IN CASH                           (58,447)                267,635

CASH BALANCE BEGINNING OF PERIOD                  58,547                     100
                                               ---------               ---------

    CASH BALANCE END OF PERIOD                $      100              $  267,735
                                               =========               =========
    NON CASH ACTIVITIES:
     Interest                                 $    7,537              $   -0-
     Corporate income taxes                   $   -0-                 $   -0-
     Business acquisition-                    $   -0-                 $  324,569

See accompanying notes to financial statements


F-4
                             ICT TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY

                                    Common
                    Common  Common  Stock       Additional    Retained
Date                Stock   Stock   Subscribed  Paid Capital  Earnings    Total

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

Issuance of shares
For acquisition of
EurophoneUSA, Inc.
And Europhone, 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                                                  (1,132,248)(1,132,248)
                 ----------   -------  -------- ----------  --------- ----------
Balances
December
31, 2002        92,043,492  $92,043  $112,100 $1,917,944 $(2,389,802) $(267,715)










F-5
                             ICT TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2002

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 sample shipments of air conditioning
units to retail  channels in Greece,  generating  its first  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. The air conditioners,  mobile
telephones and  motorcycles are being  manufactured  in the Peoples  Republic of
China (PRC).

The Company  expects to begin  generating  revenues  in all of these  additional
product and service areas during 2003.  As of December 31, 2002,  sales in these
areas have not yet commenced.

ICT entered into an agreement on or about May 9, 2002 whereby the Company issued
68,000,000 new shares of common stock to Mr. Vasilios Koutsobinas and 10,000,000
new  shares  of  common  stock  to  Europhone  USA,  Inc.  ("Europhone  USA") in
consideration for 100% ownership interest in Europhone,  Inc.,  Eurospeed,  Inc.
("Eurospeed") and Eurokool,  Inc. ("Eurokool");  collectively  "Europhone".  The
agreement was  subsequently  amended to include 100%  ownership of Europhone USA
recognizing  that the companies had been operating on a combined basis since the
effective date of the agreement, May 9, 2002.

The  transaction has been accounted for using the purchase method of accounting,
and the purchase  price of the  transaction is based on the fair market value of
the  transferred  assets.  The purchase price will be allocated to the Company's
assets  acquired and  liabilities  assumed by ICT based on their  relative  fair
market values at the acquisition date as the issuance of shares of common stock.

Continuing Operations

During the period  required to develop the subscriber  base,  expand its service
coverage area and develop additional prepaid 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,  2002,  the Company had net losses from  operations  of
$1,132,248, and negative operating cash flows from operations of $1,148,423. The
Company is in a negative  working  capital  position of $647,045 at December 31,
2002 and  substantially  all of its  accounts  receivable  have  extended  terms
extending  to June 30,  2003.  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 issuance of common  stock.  For the
period from January 1, 2002 through  December 31, 2002,  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 prepaid  telephone card services and other  complementary  prepaid  services
through  product  awareness   promotional   campaigns  and  development  of  key
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 subscribers  through a variety of distribution  channels,  including
convenience-type  retail  stores 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, Europhone, Inc., Eurospeed; Europhone USA,
LLC; and Eurokool, at December 31, 2002 and the related consolidated  statements
of operations  and cash flows for the years ending  December 31, 2002  including
Europhone USA (for the period from May 1, 2002 to December 31, 2002), Europhone,
Inc.,  Eurospeed,  Europhone  USA, LLC and  Eurokool.  The related  consolidated
statements of operations  and cash flows for the years ending  December 31, 2001
include  Europhone  USA,  Europhone,  Inc.,  Eurospeed,  and  Eurokool as if the
companies had operated as a consolidated  entity. 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. ACQUISITION AND PURCHASE PRICE ALLOCATION

The  Company  entered  into an  agreement  on or about  April  28,  2002 with an
effective date of May 9, 2002 whereby ICT issued 68,000,000 new shares of common
stock to Mr.  Koutsobinas and 10,000,000 new shares of common stock to Europhone
USA. At the time of the acquisition, 100% of the outstanding shares of Europhone
USA  and  Europhone,  Inc.  were  owned  by Mr.  Koutsobinas.  Of the  remaining
7,686,025 shares of the Company's  common stock,  5,960,000 shares were owned by
one shareholder and the remaining 1,726,025 shares were in the hands of minority
shareholders.  The  purchase  price  for  accounting  purposes  is  based on the
purchase  price  agreed  to by the  Company  at  the  time  of the  acquisition.
Following  the  transaction,  the one  shareholder  of Europhone  USA, Inc. held
approximately  91.0% of ICT. As such, the  controlling  shareholder of Europhone
USA prior to the acquisition controlled ICT following the acquisition.

Under this accounting treatment,  the assets acquired and liabilities assumed of
Europhone  have been recorded at their  estimated  fair values as of the date of
acquisition.  The  excess  purchase  price  over  the fair  value of the  assets
acquired and liabilities assumed has been recorded as goodwill.
 F-7

The  following  shows the  allocation  of the  purchase  price to the  assets of
Europhone USA.

      Assets acquired at fair value               $ 241,377
      Liabilities assumed at fair value            (487,946)
      Goodwill                                      324,569
                                                  ---------
          Purchase price                          $  78,000
                                                  =========

3. 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 2002 for prepaid  telephone calling
cards.  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 not  extend  credit to  retail  purchasers  of the  Company's
products and services.

Revenue Recognition

As of December 31, 2002, 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.


F-8
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.

Sources of Supply

The Company purchases air conditioners  through two primary suppliers located in
the PRC with  agreements  contracted  through our  subsidiary,  Europhone,  Inc.
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                        $13,283
       Leasehold improvements                         54,278
                                                    --------

       Less - Accumulated depreciation
         and amortization                            (17,800)
                                                    --------
                                                     $49,761
                                                    ========

F-9

Depreciation  expense was $7,643 and $17,800  for the years ended  December  31,
2001 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.  There were no significant  impairment losses
recorded in 2002.

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.

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.

F-10

Advertising Costs

Advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling,  general and  administrative  expenses for the years ended December 31,
2001 and 2002, were approximately $30,265 and $28,508.

Fair Value of Financial Instruments

The values the Company  presents  for  financial  assets and  liabilities  as of
December 31, 2002 (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, 2002.

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.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and  Technical  Corrections.
SFAS 145 updates,  clarifies and simplifies existing accounting  pronouncements.
SFAS 145  rescinds  Statement  No. 4, which  required  all gains and losses from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item, net of related income tax effect. As a result, the criteria
in APB Opinion No. 30, Reporting the Results of Operations Reporting the Effects
of  Disposal  of a  Segment  of  a  Business,  and  Extraordinary,  Unusual  and
Infrequently  Occurring  Events and  Transactions,  will now be used to classify
those gains and losses because Statement No. 4 has been rescinded. Statement No.
44 was issued to establish accounting requirements for the effects of transition
to provisions of the Motor Carrier Act of 1980.  Because the transition has been
completed, Statement No. 44 is no longer necessary.

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.

F-11

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.

4. STOCKHOLDERS' EQUITY

Common Stock

The following common stock transactions occurred in fiscal year 2002:

On May 9,  2002,  the  Company  issued  10,000,000  shares  of  common  stock to
Europhone USA, and 68,000,000 shares of common stock to Mr. Vasilios Koutsobinas
for all of the business and certain assets of Europhone USA and Europhone,  Inc.
These companies were controlled by Mr. Koutsobinas. The value of the transaction
included $241,377 in assets less $487,946 in liabilities assumed and an exchange
or  78,000,000  shares of common stock  valued at $0.001 per share.  The Company
recognized goodwill of $324,569.

Other than the merger,  the  following  common  stock  transactions  occurred in
fiscal year 2002:

The company  issued an aggregate of 93,300  shares as follows:  53,675 shares of
common stock to Mr. Andrew  Eracleous,  Chief Financial Officer for the Company,
for accounting  services valued at $67,094 or $1.25 per share; and 15,100 shares
valued at $2.00 per share or $30,200 as  follows:  5,000  shares to Mr.  William
Greenwald;  100 shares to Mr.  Valentin  Pazlovici;  10,000  shares to Mr. James
Winklemen,  all  for  consulting  services;  and  23,000  shares  to  Mr.  Jerry
Tsandiotis  for  construction  work  valued at $46,000  or $2.00 per share.  The
Company  also issued an  aggregate  of 1,525  shares of common  stock  valued at
$3,812 or $2.50 per share as follows: 1,215 shares to Mr. George Pearras and 310
shares to Mr. Giorgos Samaras in consideration for consulting services.

In June, 2002, Mr. Vasilios Koutsobinas  contributed $65,000 to the Company as a
contribution to capital.

For the  period  from May 9,  2002 to  August  31,  2002,  the  Company  sold an
aggregate of 50,000  shares of common stock for an  aggregate  consideration  of
$62,500 or $1.25 per share. The Company also sold an aggregate of 154,167 shares
for $354,584 or $2.30 per share and 60,000 shares for an aggregate consideration
of $120,000 or $2.00 per share.

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.  Subsequent to the date of the financial statements
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, 2002, the Company has received  subscriptions for the sale of
112,100 shares of common stock aggregating $112,100.

5. BANK LINE OF CREDIT

On May 31, 2001,  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,
2002,  the  balance  due was  $134,547.  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 $300,000  loan with  interest at 8%. This loan is due on July 24,
2003.

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, 2002, are as follows:

      2003                 $86,400
      2004                 $88,992
      2005                 $91,662
      2006                 $94,411

Rent expense  including  common area charges under operating  leases was $85,670
and  $98,987  for the years  ended  December  31,  2001 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, 2001, were as follows:
Deferred income tax assets:

    Net operating loss carryforwards                     $ 908,125
    Valuation allowance                                  ( 908,125)
                                                           -------
Net deferred income tax assets                           $    0
                                                           =======

At  December  31,  2002,  the  Company  has  federal  and state  income tax loss
carryforwards of approximately  $2,389,802 which expire through 2020, subject to
the  limitations  of the IRC Section  382.  The Company has provided a valuation
allowance  of  $2,389,802  at  December  31,  2002,   because,  in  management's
assessment,  it is uncertain  whether the net deferred income tax assets will be
realized.  The valuation allowance changed by $430,254 during 2002 primarily due
to increased net  operating  losses  (NOLs) of  $1,132,248  which  increased the
amount of the Company's gross deferred income tax assets.

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

In May, 2002, the Company issued  10,000,000 shares of common stock to Europhone
USA and 68,000,000 shares of common stock to Mr. Vasilios Koutsobinas for all of
the  business  and  certain  assets  Europhone  USA and  Europhone,  Inc.  These
companies were controlled by Mr. Koutsobinas.

In December,  2002 the Company shipped an aggregate of approximately  $1,289,340
in prepaid  telephone  cards to two  distributors  of prepaid  phone cards on an
essentially  consignment basis. Upon the first use of the telephone cards by the
subscribers, invoices for the face amounts of the cards used will be sent to the
distributors.  One of the customers is the daughter of Mr. Vasilios Koutsobinas,
Chairman of the Board of the Company.

The Company is  obligated  to repay  moneys  advanced by officers of the company
aggregating  $818,890  payable without  interest on demand as follows:  $767,835
from Mr. Vasilios Koutsobinas and $51,055 from Mr. Joshua Shainberg.

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,  2002,  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.

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          2001
  Durable goods                                      $106,000
  Long Distance telephone                              14,745
  Prepaid telephone cards                             261,377     $19,561
                                                     ---------   --------
      Total revenues                                  382,122     $19,561

Revenue  from  customers  located  outside  of  the  United  States  represented
approximately  63.6%,  of total  revenues for the year ended  December 31, 2002,
with 36.4% representing sales from Greece.






F-14





F-1


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/A  for the  period  ended  December  31,  2002 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

August 15, 2003




































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/A  for the  period  ended  December  31,  2002 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

August 15, 2003