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

                             ICT TECHNOLOGIES, INC.
                                   Form 10-KSB

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

    For the fiscal year ended December 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

     For the transition period from ---------------- to -------------------

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

           122 East 42nd Street, 17th Floor, New York, New York 10168
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (212) 551-1085

     Securities  registered  under  Section  12(g) of the Exchange  Act:
     Common Stock, $0.001 no par value

                            Check whether the issuer

(1)  filed  all  reports  required  to be  filed by  Section  13 or 15(d) of the
     Exchange Act during the past 12 months (or for such shorter period that the
     registrant was required to file such reports), and

(2)  has been subject to such filing requirements for the past 90 days.
     [X] Yes [ ] No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  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
or any amendment to this Form 10-KSB. [ ]

     Issuer's revenues for its most recent fiscal year. $15,215

     As of March 28, 2002, the market value of securities held by non-affiliates
was approxmiately  $1,600,000.  This quotation reflects the inter-dealer  price,
without retail  mark-up,  mark-down or  commissions,  and may not reflect actual
transactions.



                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     The number of outstanding shares of common equity, as of March 31, 2002 was
7,686,025 shares of common stock, par value $0.001.

                       DOCUMENTS INCORPORATED BY REFERENCE

     No documents are incorporated by reference.

     Transitional Small Business Disclosure Format (Check one):

     Yes [ ] No[X].


<PAGE>
                                TABLE OF CONTENTS

Item Number and Caption

PART I

ITEM 1. Description of Business............................................... 2

ITEM 2. Description of Property............................................... 6

ITEM 3. Legal Proceedings..................................................... 6

ITEM 4. Submission of Matters to a Vote of Security Holders................... 7

PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters.............. 6

ITEM 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations................................... 8

ITEM 7. Financial Statements.................................................  9

ITEM 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Matters...................................    9

PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.................... 10

ITEM 10. Executive Compensation.............................................. 11

ITEM 11. Security Ownership of Certain Beneficial Owners
         and Management.....................................................  12

ITEM 12. Certain Relationships and Related Transactions...................... 12

ITEM 13. Exhibits and Reports on Form 8-K.................................... 13

                                        1

<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the information  presented in this Annual Report on Form
10-KSB for the year ended  December 31, 2001  discusses  financial  projections,
information  or  expectations  about the products or markets of our company,  or
otherwise   makes   statements   about  future  events,   such   statements  are
forward-looking.  We are making these forward-looking  statements in reliance on
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.   Although  we  believe   that  the   expectations   reflected   in  these
forward-looking  statements  are based on  reasonable  assumptions,  there are a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from such forward-looking  statements.  These risks and uncertainties
are  described,  among other  places in this  Annual  Report,  in  "Management's
Discussion and  Analysis".  Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which speak only as of the date hereof.  In
addition,  we disclaim any obligations to update any forward-looking  statements
to reflect events or  circumstances  after the date of this Annual Report.  When
considering  such  forward-looking  statements,  readers should keep in mind the
risks  referenced  above  and the other  cautionary  statements  in this  Annual
Report.

                                     PART I

Item 1. Description of Business.

a.   Business Development.

     Our company, ICT Technologies,  Inc., was formed under the laws of Delaware
on May 27, 1999,  to change the domicile of a New York  corporation  of the same
name and is authorized to issue 200,000,000  shares of common stock,  $0.001 par
value each and 10,000,000  shares of preferred stock,  $.001 par value each. Our
company entered its present business of buying and selling  investment grade art
work during 1995. We previously  owned a 15% equity interest in a gallery but in
December 2000, we terminated our relationship  with the gallery in consideration
of the transfer to us of certain art objects.  We have encountered  difficulties
in marketing art and can give no assurances of future revenue or profit.

     We also intend to develop a detection  device for airborne  biological  and
chemical agents.

     Our principal offices are located at 122 East 42nd Street,  17th Floor, New
York, New York 10168.

     b. Business of Issuer.

     1. Principal products or services and their markets.

     Art
     ---

     We buy and sell  investment  grade  art  works,  although  we have not been
successful in this venture to date,  as we have received only minimal  revenues.
We have been attempting to market art objects in the wholesale and/or retail art
and framing  markets.  We would like to operate or purchase equity  positions in
operators of fine art  galleries in key  vacation  and upscale  communities.  We
would also like to enter into licensing  agreements  with third parties in order
to produce lithographic or digital reprints of art, which we own, for resale.

                                       2
<PAGE>

     In addition, we want to enter into contracts with artists, both established
and unknown.  The purpose of these  contracts would be for the artists to create
artworks on an exclusive basis for us. We would then market and distribute their
original works and publish  limited  edition  reproductions  of certain of their
works. We envision a typical  project to involve  signing an exclusive  contract
with an artist, printing an art work in an edition of approximately two thousand
prints, and retailing the prints at a to-be-determined-price  per print. We hope
that as the artist  becomes more  recognized,  the price of prints or his or her
work would increase,  as would our profits. Once a number of artists have signed
on, we believe  that one of our focuses  would be to review and evaluate art and
artists that would fit the our marketing  profile and business  plan. We plan to
search for and identify  potential artists and to publish their art works. As of
the date of this Annual Report, we are not negotiating any rights to publish art
works.

     We also intend to create digital images of art works or purchase the rights
to distribute  prints made from digital works of art. We have sourced  companies
who either own libraries of digital  images and other  companies  which have the
capability of digitizing in high  resolution  works of art. The advantages to us
is that we would not have to  inventory  physical  works of art,  could  produce
copies on demand  without large print runs and could also offer art in the sizes
requested  by the  customer.  We intend to offer this service  through  existing
stores,  but have not started to market it as of yet. We can offer no  assurance
of the success of this venture.

     Biological detection device
     ---------------------------

     We have  retained  an  engineer  to  develop a device  to enable  real-time
preliminary detection of a variety of airborne biological and chemical agents on
a periodic  on-demand  basis.  The  engineer is in the  schematic  stages of the
project.  The device would consist of sensors to evaluate  samples using passive
non-destructive techniques to obtain an electro-optical  fingerprint which would
uniquely  identify the agent level and type. The initial objective is to develop
biohazard  detection systems for indoor use within heavily trafficked  buildings
or landmarks.  The device is  characterized  as a testing  device as it does not
kill any airborne agents.

     The  instruments  are  intended to be modular in design and to share common
sub-assemblies  for  data  acquisition  and  display.  Each  instrument  will be
customized  by the use of unique  interchangeable  sensor  heads  that will have
varying  sensitivity  and  selectivity.  We intend that multiple  agents will be
detected for each sensor which will evaluate  samples using non  destructive and
passive techniques to obtain an electro-optic  fingerprint to identify the agent
level and type. The data would be captured in anolog form and digitized  using a
high speed serial  interface  which provides PC connectivity as well as plug and
play  compatible  instrument  expansion.  This  would  result in ease of use and
instrument interoperability and scalability.

     We intend to achieve detection levels in the parts per million to parts per
billion  range that will allow  detection  of  hazardous  agents  well below the
harmful level to allow adequate alarms to be broadcast.  Indicator displays will
identify the type and concentration of the agent detected.

                                       3
<PAGE>

     We are targeting  prices in the $2,500 to $5,000 range.  The cost variation
would depend on the sensor choice and the number of sensors per unit.

     We can provide no assurance  that our concept will prove to be  successful.
We have just  commenced  our  relationship  with Mr.  Ahern and  cannot  predict
whether he can design a non-invasive  detection device. In addition,  even if he
does design such a device,  there is no assurance that we can provide  necessary
financing  for its  manufacture  and  marketing  or whether  such a device  will
achieve market acceptance.

1.     Intellectual Property.

     Presently, we have no patents, trademarks, or copyrights. We intend to file
for  protection  of our  intellectual  property  in all phases of its  business,
including and not limited to our prints,  biohazard  detection  device and other
products  and  services.  In the event we cannot  gain or  protect  intellectual
property rights, its business may be adversely affected.

2.   Distribution methods of the products or services.

     For our art products,  we intend to utilize  direct  marketing  methods and
wholesaling  into  existing  art and book  stores.  We  believe  that our chosen
marketing  method  will  depend upon the amount of funds that we will be able to
raise or borrow,  if any. In addition,  we intend to develop a "cyber  gallery".
This  gallery is intended to provide us an  opportunity  for to sell art work we
hope to be able to publish as well as consigned art work.

3.   Status of any publicly announced new product or service.

     There have been no  publicly  announced  new  products  or  services by our
company,  except  that  we have  announced  the  commencement  of  research  and
development activities related to an airborne biohazard detection device.

4.   Competitive business conditions and the small business issuer's competitive
     position in the industry and methods of competition.

     Fine art  retailing  is an intensely  competitive  industry and our company
competes  with  a  number  of  competitors  at  competitive  prices.  No  single
competitor dominates the market, which is made up of numerous small boutique art
houses and galleries.  The primary markets that we plan to enter in 2002 are the
U.S.  Northeast  and the  Mid-Atlantic.  At the present time, we expect to be an
insignificant participant among art galleries. There are a number of established
galleries,  virtually  all of which are larger and better  capitalized  than our
company and/or have greater personnel resources and technical expertise. In view
of our company's  extremely limited financial  resources and limited  management
availability,  we  believe  that  we  will  continue  to  be  at  a  significant
competitive disadvantage compared to our competitors.  There can be no guarantee
that we will ever generate substantial revenues or ever be profitable.

     A number of companies are developing  biological hazard detection  devices.
However,  to the  best  of our  knowledge,  competing  products  are  much  more
expensive and are designed either for greater speed or greater range.

                                       4
<PAGE>

5.   Sources  and  Availability  of Raw  Materials  and the  Names of  Principal
     Suppliers.

     We do not utilize raw materials in our business.  The closest comparison to
the utilization of raw materials is our reliance on sources of art to market and
sell and electronic parts for our potential  airborne hazard detection  devices.
We have no  guaranteed  supply  arrangements.  Our success in the sale of art is
dependent  in part  on  locating  art  and  initiating  and  maintaining  strong
relationships with individual  artists. We will not attempt to source components
for our detection  devices until  research and  development,  which has recently
commenced, is completed.

6.   Dependence on one or a few major customers.

     We do not depend on one or a few major customers. We are trying to assemble
a desirable inventory of art products and seek to establish and maintain loyal a
loyal client base. Similarly,  if we succeed in developing an airborne detection
device, we will try to develop a broad customer base.

7.   Patents, trademarks, licenses, franchises,  concessions, royalty agreements
     or labor contracts, including duration.

     We have no patents, trademarks, franchises, concessions, royalty agreements
or labor contracts. As previously discussed, we anticipate entering into license
agreements with various artists. We also plan to file trademark applications for
use in our business,  but have not yet done so. However,  in the event we cannot
protect our marks, our business may be adversely affected.

     We intend to file for patent protection for any airborne  detection devices
we develop.  We have not done so. We can offer no assurance that the development
of our devices will be  successful  or that they will yield unique  technologies
which can be patented.

8.   Need for any government approval of principal products or services.

     We do not  anticipate  the  need  for any  Government  approval  of our art
products or framing services. In connection with the operation of an art gallery
or a framing  facility,  it may be noted that  operating  costs are  affected by
increases in the minimum hourly wage,  unemployment  tax rates,  sales taxes and
similar costs over which our company will have no control.

     We do  not  believe  that  our  proposed airborne  detection  device  needs
government approval as it is a detection and not a remediation device.

     As a  public  company,  we  are  subject  to  the  reporting  requirements,
anti-fraud and other Federal and State Securities laws.

9.   Effect of existing or probable governmental regulations on the business;

     Increases  in the  minimum  wage and taxes  could  result in an increase in
costs and,  ultimately,  a decrease in our revenues.  Any such  increases  could
affect the profitability of future operations. With reference to the requirement
to comply with the Federal and State Securities laws, the failure to comply with
any of these laws, rules or regulations  could have a material adverse effect.

                                       5
<PAGE>

10.  Estimate of the amount  spent  during each of the last two fiscal  years on
     research and development activities,  and if applicable the extent to which
     the cost of such activities are borne directly by customers;

     Our general and administrative costs aggregated  approximately  $55,431 for
the year ended  December  31, 2001 as  compared  to $114,595  for the year ended
December  31, 2000  representing  an decrease of $59,164,  consisting  of office
expenses of $33,431 and professional fees of $22,000. .

11.  Costs and effects of compliance with environmental laws (federal, state and
     local).

     We are not impacted  directly by the costs and effects of  compliance  with
environmental laws.

12.  Number of total employees and number of full time employees.

     As of the date of this filing, we had two (2) employees and one consultant,
all of whom are part-time.

(a)  Reports to security holders.

     As a  reporting  company,  we are  required  to file  annual and  quarterly
reports, proxy and information  statements,  and other information regarding our
company with the  Securities  and Exchange  Commission.  The public may read and
copy any  materials we file with the SEC at the SEC's Public  Reference  Room at
450  Fifth  Street,  N.W.,  Washington,   D.C.  20549.  The  public  may  obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy
and information  statements,  and other information  regarding issuers, like us,
that file electronically with the SEC at (http://www.sec.gov).

     Item 2. Description of Property.

     We occupy  about one hundred  square feet of office space in the offices of
its President,  Joshua Shainberg, at 122 East 42nd Street, 17th Floor, New York,
NY 10168 at a  monthly  rental  of $300  including  utilities  and use of office
equipment.

     Item 3. Legal Proceedings.

     In May of 1999, we and Joshua  Shainberg  brought a breach of contract suit
against  Furio  Maglione and  9008-9657  Quebec Corp.  (AKA Gyros) in the United
States  District  Court,  District of New Jersey,  Docket #C 99 2058(AMW).  As a
result of this  litigation,  300,000 shares  previously held by Mr. Maglione are
being held by our transfer agent subject to an order  preventing  their transfer
until  further  court order.  The goal of the  litigation  is to have the shares
returned to their original shareholder, Abraham Shainberg, a former director and
former officer of our company.

     The are no other material legal  proceedings  pending or, to our knowledge,
threatened against us.

                                       6
<PAGE>

     Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were submitted  during the fiscal year covered by this report to
a vote of security holders, through the solicitation of proxies or otherwise.

                                     PART II

     Item 5. Market for Common Equity and Related Stockholder Matters.

(a)  Market information.

     Our  common  stock is quoted on the OTC  Bulletin  Board  under the  symbol
"ICTT."  The  following  table  sets  forth the high and low bid  pricesfor  the
periods  ending  December  31,  2001  and  prior.   These   quotations   reflect
inter-dealer prices, without retail mark-up,  mark-down or commissions,  and may
not reflect actual transactions.

                                               High            Low
                                               -----           ----
2001

Fourth Quarter                                $ 2.15          $ 1.25
Third Quarter                                   2,50            0.58
Second Quarter                                  1.01            0.55
First Quarter                                   2.00            0.56



2000

Fourth Quarter                                  3.00            1.00
Third Quarter                                   2.00            0.80
Second Quarter                                  2.50            0.55
First Quarter                                   3.00            1.00

1999

Fourth Quarter                                  6.00            1.00
Third Quarter                                   8.00            3.00
Second Quarter                                  8.50            2.00
First Quarter                                   3.75            1.25


(b)  Holders.

     As of December 31, 2001 there were  approximately  250 holders of shares of
common stock.

(c)  Dividends.

     We have never declared or paid any cash dividends on our capital stock.  We
currently  intend to retain all available  funds and any future  earnings of our
business for use in the operation of our business and do not  anticipate  paying
any cash  dividends in the  foreseeable  future.  The  declaration,  payment and
amount of future  dividends,  if any,  will  depend  upon our  future  earnings,
results of operations,  financial position and capital requirements, among other
factors, and will be at the sole discretion of our board of directors.

                                       7
<PAGE>

     Under the Delaware  General  Corporation Law, we may only pay dividends out
of capital and surplus, or out of certain enumerated retained earnings, as those
terms are  defined in the  Delaware  General  Corporation  Law.  The  payment of
dividends  on our common stock is,  therefore,  subject to the  availability  of
capital  and surplus or retained  earnings as provided in the  Delaware  General
Corporation Law.

(d)  Recent sales of securities.

     None

     Item 6. Management's Discussion and Analysis or Plan of Operation.

Item  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                FOR THE YEARS ENDING DECEMBER 31, 2000 and 2001

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

Business activities.

     Prior to January 1, 2000, we had purchased an equity interest in a New York
City-based art gallery. As of December 31, 2000, we had severed our relationship
with the gallery and settled  accounts  with the receipt of an  inventory of art
available  for  sale  aggregating  $101,500.  In  2001,  we sold 3 works  of art
aggregating $15,215.

     During this period,  our management has continued to finance our activities
through its  resources and has devoted the majority of its efforts to initiating
plans to purchase and sell art and antiques, including research and development,
locating   sources  of  art,   locating  retail  and  wholesale   customers  and
investigating the sale of digitally reproduced art. These activities were funded
by our management and through the transfer of an inventory of art.

     We have not yet generated sufficient revenues to fund our ongoing operating
expenses, or fund our marketing plans and product development activities.  There
can be no assurance that  development  of our marketing  plans will be completed
and fully  implemented in a timely manner and within our budget  constraints and
that our marketing research will provide us a profitable path.

     We attempted to acquire two Internet portals in 2001, but we abandoned this
project upon the other contracting party's inability to perform.

     During  this  period,  we have been  financed  through  loans  from  Joshua
Shainberg,  our  president,  and  with  the  transfer  of  art  as  part  of the
cancellation of an investment in an art gallery.

     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 $15,215 as
compared to $-0- for the year ended  December 31,  2001.  Our cost of goods sold
for the year ended  December  31,  2001 was  $11,410 as compared to $-0- for the
year ended  December 31, 2000. Our gross profit on sales was $3,805 for the year
ended  December  31, 2001 as compared  to $-0- for the year ended  December  31,
2000.

                                       8
<PAGE>

     Our general and administrative costs aggregated  approximately  $55,431 for
the year ended  December  31, 2001 as  compared  to $114,595  for the year ended
December 31, 2000  representing a decrease of $59,164.  The aggregate of $55,431
consists of the following:  professional  fees of $43,002;  officer's  salary of
$1,600;  stock  transfer and corporate  fees of $6,850;  and office  expenses of
$3,979.

Liquidity and Capital Resources.

     Our cash  decreased  from $58,547 at December 31, 2000 to a cash balance of
$-0- at December 31, 2001.  Working capital at December 31, 2001 was negative at
$81,759.  For the year ended December 31, 2001,  working capital was provided by
management.  At December 31, 2001,  we  continued to be funded  through  officer
loans which aggregate $122,670. Management believes that it will be able to fund
us until the our marketing strategy of is in place.

     Known trends,  events or uncertainties  that could be reasonably  likely to
have a material  adverse  effect on our  businesses  and may thereby  materially
impact our  short-term  or  long-term  liquidity  and/or net sales,  revenues or
income  from  continuing   operations  are  expected  to  be  seasonal  and  the
continuation  and  availability  of inventory from present and future vendors at
prices that will permit us to operate at improved gross profit levels.

     Thereafter,  if cash generated from  operations is  insufficient to satisfy
our working capital and capital expenditure requirements,  we 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.

Subsequent Events

     Subsequent to the date of the financial statements, we retained a scientist
and engineer to develop a nondestructive testing device for airborne biohazards.
We can provide no assurance that his research will lead to the  development of a
workable or saleable product.

Item 7. Financial Statements.

     Our financial  statements  and  supplementary  data are included  beginning
immediately  following the signature page to this report. See Item 13 for a list
of the financial statements and financial statement schedules included.

     Item 8. Changes In and  Disagreements  With  Accountants  on Accounting and
Financial Disclosure.

     There have been no changes in, and no  disagreements  with,  our  company's
public accountants.

                                       9
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

(a)  Executive Officers and Directors

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

                               Age               Position
                               ---               --------

Joshua Shainberg                46               President, Director

Bindiya Moorjani Ph.D.          35               Secretary, Treasurer Director

     Our board of directors is comprised of one class.  Each director is elected
to hold  office  until the next  annual  meeting of  shareholders  and until his
successor has been elected and qualified.  Officers are elected  annually by our
board of  directors  and hold  office  until  successors  are duly  elected  and
qualified. Our president,  Joshua Shainberg has held office since February 1997.
Bindiya  Moorjani has held office since August 21, 2000. She replaced our former
secretary, treasurer and director, Abraham Shainberg who held those offices from
1994 to August 21, 2000.

     The  following  is a  brief  account  of the  business  experience  of each
director and executive officer of our company

     Joshua Shainberg has been our president and a director since February 1997.
Mr.  Shainberg  has also been engaged is real estate  development,  primarily in
Quebec,  Canada,  and  Florida,  and has been a director  of Global  Real Estate
Venture Corp.  since January 1997. From 1984 to 1996, Mr.  Shainberg was a stock
broker.

     Bindiya Moorjani has been a director,  secretary and treasurer since August
20, 2000. In 2000,  Ms.  Moorjani was a awarded a Ph.D.  in biomedical  sciences
from the  Fishberg  Research  Center for  Neurobiology,  Mount  Sinai  School of
Medicine,  New York  University.  From 1993  through  1999,  Ms.  Moorjani was a
graduate  researcher  at the Mount  Sinai  School of  Medicine  in the  doctoral
program  concentrating  on  neurobiology.  Ms.  Moorjani  received  her M.A.  in
biopyschology in 1993 from Rockefeller University and her B.A. in psychology and
experimental research from the University of Bombay, Bombay, India.

(b)  Significant Employees.

     We regard the  participation  of Joshua  Shainberg  as  significant  to our
success. We have not entered into an employment agreement with Mr. Shainberg.

(c)  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.

                                       10
<PAGE>

(d)  Compliance with Section 16(a) of the Exchange Act.

     To our knowledge, no officers,  directors or beneficial owners of more than
ten percent of any class of our 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 our company,  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year, which ended December 31, 2001.

Item 10. Executive Compensation.

     The following table sets forth the compensation paid during the fiscal year
ended  December  31,  2001,  to our  Chief  Executive  Officer  and  each of our
company's  officers and directors.  No person received  compensation equal to or
exceeding  $100,000 in fiscal 2000 and no bonuses  were  awarded  during  fiscal
2000.


                           SUMMARY COMPENSATION TABLE

                                                       Long Term Compensation

                           Annual Compensation   Awards                 Payouts
<TABLE>
<CAPTION>

 (a)          (b)    (c)     (d)   (e)          (f)        (g)            (h)         (i)
===============================================================================================

                                                Restricted  Securities
Name and                           Other Annual Stock       Underlying    LTIP     All Other
Principal             Salary Bonus Compensation Award(s)    Options/SARs  Payouts  Compensation
Position        Year  ($)    ($)   ($)          ($)         (#)          ($)       ($)
--------        ----  ------ ----- ------------ ---------- -------------  -------  ------------
<S>            <C>   <C>     <C>  <C>          <C>        <C>            <C>      <C>

Joshua          2001  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Shainberg#
President and
Director        2000  -0-    -0-   -0-          -0-         -0-           -0-      -0-

Bindiya         2001  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Moorjani#
Secretary,
Treasurer and   2000  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Director


</TABLE>

#    No Board of Directors' fees have been paid.

                                       11
<PAGE>


     Item 11. Security Ownership of Certain Beneficial Owners and Management.

Shares Beneficially Owned
--------------------------
                                                             Percentage
Directors and Executive Officers        Shares Held(1)        Owned (2)
---------------------------------        --------------       -----------

Joshua Shainberg (3)
122 East 42nd Street
New York, NY                             5,961,000               77.5%

Bindiya Moorjani Ph.D.                     450,000                5.8%
Secretary/Treasurer
Director
122 East 42nd Street
New York, NY

     As a group 6,411,100 83.3% (2 persons)

--------------------------

(1)  All shares held are of our common stock.


(2)  Percentage  of ownership  is based on 7,686,025  shares of our common stock
     issued and outstanding as of December 31, 2001.

(3)  Mr. Abraham  Shainberg,  a director,  secretary and treasurer,  resigned on
     August 21, 2000. On November 30, 2000, he transferred 450,000 shares of our
     common stock to Dr.  Moorjani,  secretary in  consideration  for a one-year
     promissory  note in the principal  amount of $45,000.  Mr.  Shainberg holds
     approximately 9.7% of our outstanding common stock.  300,000 shares,  which
     had been transferred to Furio Maglione,  are now being held by our transfer
     agent pursuant to a court order pending final resolution.  If successful in
     a lawsuit  against Mr.  Maglione,  Mr.  Shainberg  may be entitled to these
     shares. See Item 3 of Part II, Legal Proceedings

Item 12. Certain Relationships and Related Transactions.

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which our
company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer,  or any
security  holder who is known to our  company  to own of record or  beneficially
more than five  percent  of our  company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.


                                       12
<PAGE>

Item 13. Exhibits and Reports

     (a) The following documents are filed as part of this report.

     1. Financial Statements

     Report of Thomas P. Monahan, Independent Certified Public Accountant

     Balance Sheet as of December 31, 2001

     Statement of Operations for the years ended December 31, 2001, and 2000

     Statement of Cash Flows for the years ended December 31, 2001 and 2000

     Statement of Stockholders' Equity for the years ended December 31, 2000 and
     2000

     Notes to Financial Statements

2.   Exhibits

(a)  The following exhibits are included as part of this report:


                                       13
<PAGE>

                                    EXHIBITS


(3)     Articles of Incorporation and Bylaws:

3(i)    Certificate of Incorporation*

3(ii)   Bylaws*

3(iii)  Amendment to Certificate of Incorporation

(8)     Consents - Experts:

(8)(i)  Consent of Thomas P. Monahan Filed electronically herewith

27      Financial Data Schedule

*    Incorporated by reference to the registration statement on Form 10-SB filed
     March 6, 2000.


                                       14
<PAGE>


                                THOMAS P. MONAHAN
                           CERTIFIED PUBLIC ACCOUNTANT
                              208 LEXINGTON AVENUE
                           PATERSON, NEW JERSEY 07502
                                 (201) 790-8775
                               Fax (201) 790-8845

     To The Board of Directors and Shareholders of ICT Technologies, Inc.:

     I have audited the accompanying balance sheet of ICT Technologies,  Inc. as
of December 31, 2001 and the related  statements of  operations,  cash flows and
shareholders'  equity for the years  ending  December  31, 2000 and 2001.  These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I 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.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of ICT Technologies, Inc. as of
December  31, 2001 and the results of its  operations,  shareholders  equity and
cash flows for the years ending  December 31, 2000 and 2001 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  2,  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 2.
The financial  statements do not include any adjustments to reflect the possible
effects on the  recoverability  and  classification of assets or the amounts and
classifications  of liabilities  that may result from the possible  inability of
ICT Technologies, Inc. to continue as a going concern.


                                           /s/Thomas Monahan
                                           -----------------------
                                          Thomas P. Monahan, CPA


April 9, 2002
Paterson, New Jersey



                                       F-1

<PAGE>



                             ICT TECHNOLOGIES, INC.
                                  BALANCE SHEET

                                              December 31,
                                                  2001
                                              ------------

                                     Assets
Current assets
     Cash                                    $     -0-
     inventory                                  90,090
                                                ------
     Total current assets                       90,090

     Total assets                            $  90,090
                                             =========


                            Liabilities and Stockholders' Equity

Current liabilities
      Accounts payable and
        accrued expenses                        49,178
Officer loan payable                           122,670
                                               -------
     Total current liabilities                 171,848


Stockholders' equity

 Common Stock authorized
   10,000,000 shares, $0.001 par value
     each. At December 31, 2001, there
     were 7,686,025 shares outstanding.         7,686
Additional paid in capital                  1,168,110
Deficit Retained Earnings                  (1,257,554)
                                           -----------
Total stockholders' equity                    (81,758)

Total liabilities and
    stockholders' equity                    $  90,090
                                            ==========

                 See accompanying notes to financial statements.

                                       F-2

<PAGE>


                             ICT TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS


                                                     For the          For the
                                                    year ended       year ended
                                                   December 31,     December 31,
                                                      2000              2001
                                                  -------------     ------------
Revenue                                            $   -0-          $  15,215

Costs of goods sold                                    -0-             11,410
                                                      -------         --------
Gross profit                                           -0-              3,805

Operations:
  General and administrative                         114,595           55,431
  Depreciation and  amortization                       -0-               -0-
                                                     --------         --------
  Total expense                                      114,595           55,431

Loss from operations                                (114,595)         (51,626)

Net income (loss)                                   $(114,595)       $(51,626)
                                                    ==========        =========
Net income (loss) per share -basic                     $(0.02)         $(0.01)
Number of shares outstanding-basic                  7,686,025       7,686,025
                                                    ==========      ===========


                 See accompanying notes to financial statements.


                                       F-3

<PAGE>


                             ICT TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS

                                                       For the         For the
                                                     year ended      year ended
                                                    December 31,    December 31,
                                                        2000            2001
                                                    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                $ (114,595)      $(51,626)

Adjustments to reconcile net loss to
   cash used in operating activities
  Loss on equity investment                            48,500
  Depreciation                                            -0-            -0-
  Inventory                                                           11,410
  Accounts payable and accrued expenses                               49,178
                                                       ------         ------
TOTAL CASH FLOWS FROM OPERATIONS                      (66,095)        (8,962)

CASH FLOWS FROM FINANCING ACTIVITIES
  Officer loan payable                                118,654        (67,509)
                                                      -------         ------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES            118,654        (67,509)

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES              -0-            -0-

NET INCREASE (DECREASE) IN CASH                        52,559        (58,547)
CASH BALANCE BEGINNING OF PERIOD                        5,988        $58,547
                                                       ------         -------
CASH BALANCE END OF PERIOD                            $58,547         $  -0-
                                                      =======         =======


                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID FOR INTEREST                                  $ -            $ -

CASH PAID FOR INCOME TAXES                              $ -            $ -



                 See accompanying notes to financial statements.


                                       F-4

<PAGE>

                             ICT TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>
                                                                                                  Deficit
                                        Common Stock    Common Stock       Additional         accumulated during
Date                                                                     paid in capital       development stage        Total
----                                    ------------    ------------     ---------------      ------------------       -----

<S>                                    <C>             <C>                <C>                   <C>                <C>

Balances December 31, 1998               7,686,025        $ 7,686         $ 1,168,110           $(1,042,175)         $133,621

Net loss                                                                                            (49,162)          (49,162)
                                         ---------         -------          ----------           -----------         ---------

Balances December 31, 1999               7,686,025          7,686          $1,168,110            (1,091,333)          $84,463

Net loss                                                                                           (114,595)          (16,842)
                                        ----------         -------         -----------           -----------         ---------
Balances December 31, 2000               7,686,025          7,686           1,168,110            (1,205,928)          (30,132)

Net loss                                                                                            (51,626)          (51,626)
                                        ----------         -------         -----------           -----------         ---------
Balances December 31, 2001               7,686,025        $ 7,686         $ 1,168,110           $(1,257,554)         $(81,758)
                                        ==========        ========         ===========          ============         =========
</TABLE>











                 See accompanying notes to financial statements.


                                       F-5




<PAGE>


Note 1 - Organization of Company and Issuance of Common Stock

         a. Creation of the Company

     ICT  Technologies,  Inc.,  (the  "Company")  was  formed  under the laws of
Delaware on May 27, 1999 and as of December 31, 2001,  was  authorized  to issue
10,000,000 shares of common stock, $0.001 par value each.

         b. Description of the Company

     The  Company was formed to change the  domicile of a New York  corporation,
formed on  February  8, 1994,  with the same name.  The  Company  buys and sells
investment grade art and antiques for its own account.

Note 2 - Summary of Significant Accounting Policies

     a. Basis of Financial Statement Presentation

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$1,257,554 for the period from inception of its predecessor on February 8, 1994,
to December 31, 2001. These factors indicate that the Company's  continuation as
a going concern is dependent upon its ability to obtain adequate  financing.  To
date the Company's day to day expenses are being paid by its officers.

     The Company is developing  business  activities  relating to the buying and
selling of art and  antiques.  The Company had an equity  interest in an art and
antique dealer in New York City and converted part of that equity  interest into
inventory upon severing the relationship.  The Company will require  substantial
additional funds to finance its business activities on an ongoing basis and will
have a continuing long-term need to obtain additional  financing.  The Company's
future capital  requirements will depend on numerous factors including,  but not
limited to,  continued  progress  developing its sources of inventory of art and
antiques  and market  penetration.  The Company  plans to engage in such ongoing
financing efforts on a continuing basis.

     The  financial  statements  presented  consist of the balance  sheet of the
Company at December 31, 2001 and the related  statements of operations  and cash
flows for the years ending December 31, 2000 and 2001.

     b. Cash and cash equivalents

     The Company treats cash equivalents  which includes  temporary  investments
with a maturity of less than three months as cash.

     c. Revenue recognition

     Revenue is recognized when products are shipped or services are rendered.

                                      F-6
<PAGE>

     d. Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect 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.

Note 3 - Inventory

 The inventory at
December  31, 2001  consists of works of art and  antiques  with a cost basis of
$90,090.

Note 4 - Related Party transactions

Office Location

     The Company  occupies  office  space at the office of its  President at 122
East 42nd Street,  17th Floor, New York, New York 10168 at a monthly rent of 300
including utilities and use of business equipment.

Note 5 - Commitments and Contingencies

     As of December  31,  2001,  the Company is not a party to any  contracts or
commitments.

Note 6 - Income Taxes

     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any  represent  the  future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of December 31, 2001, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company's  financial  position  because the deferred tax asset related to
the  Company's  net  operating  loss  carry  forward  and was fully  offset by a
valuation allowance.

     At December 31, 2001,  the Company had a net  operating  loss carry forward
for income tax purposes of $1,257,554. This carry forward is available to offset
future  taxable  income,  if any,  and expires in the year 2010.  The  Company's
utilization  of this carry  forward  against  future  taxable  income may become
subject to an annual  limitation due to a cumulative  change in ownership of the
Company of more than 50%.

     The components of the net deferred tax asset as of December 31, 2001 are as
follows:

         Deferred tax asset:
           Net operating loss carry forward                     $  427,568
           Valuation allowance                                  $ (427,568)
                                                               -------------
         Net deferred tax asset                                 $     -0-

                                      F-7
<PAGE>

     The Company  recognized  no income tax benefit for the losses  generated in
the period from the inception of its predecessor,  February 8, 1994, to December
31, 2001. SFAS No. 109 requires that a valuation  allowance be provided if it is
more likely than not that some  portion or all of a deferred  tax asset will not
be realized.  The Company's ability to realize benefit of its deferred tax asset
will depend on the generation of future taxable income.  Because the Company has
yet to recognize significant revenue from the sale of its products,  the Company
believes that a full valuation allowance should be provided.

Note 7 -  Business and Credit Concentrations

     The amount reported in the financial  statements for cash approximates fair
market  value.  Because  the  difference  between  cost and the lower of cost or
market is immaterial,  no adjustment has been  recognized  and  investments  are
recorded at cost. Financial  instruments that potentially subject the company to
credit risk consist  principally of trade  receivables.  Collateral is generally
not required.

Note 8 - Certain Events

     The Company  entered into  agreements  to acquire the right to use the name
Pandacus, Inc., two portals on the Internet,  Pandacus.com and Pandacus.ca., and
certain philatelic assets. The Company  subsequently  rescinded these agreements
as a result of the other contracting  party's inability to complete  performance
as required under the agreements and restored its name.

Note 9 - Litigation

     In 1999, the Company and Joshua Shainberg,  President,  brought a breach of
contract suit against Furio Maglione and 9008-9657  Quebec Corp.  (AKA Gyros) in
the United States  District Court,  District of New Jersey.  As a result of this
litigation, 300,000 shares previously held by Mr. Maglione are being held by the
transfer agent subject to an order preventing their transfer until further court
order.  The Company's goal in this  litigation is to have the shares returned to
their original  shareholder,  Abraham  Shainberg,  a former  director and former
officer of our company, at some as of yet undecided point in the future.

Note 10 - Going Concern

     The  accompanying  unaudited  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of  liabilities  in the normal  course of  business.  The  Company
incurred net losses of $1,257,554 and has negative capitalization of $171,848for
the period from inception, February 8, 1994, to December 31, 2001. These factors
indicate that the Company's  continuation  as a going concern is dependent  upon
its ability to have positive cash flows from operations.  The Company's  current
capital  requirements are being met by management as they occur until profitable
operations can be reached. The Company's future capital requirements will depend
on numerous factors  including,  but not limited to,  continued  progress in its
selling  capabilities  and implementing  its marketing  strategies.  The Company
plans to engage in such ongoing financing efforts on a continuing basis.

                                      F-8

<PAGE>

Note 11 - Subsequent Events

     The Company filed an amendment to its certificate of incorporation in March
2002  which  increases  the  number  of  shares of  authorized  common  stock to
200,000,000 shares of $.001 par value each, and authorizes  10,000,000 shares of
preferred  stock,  of $.001 par value each.  Preferred  stock may be issued from
time to time in one or more classes or series with such dividend  rates,  voting
rights, rights of conversion,  rights upon dissolution or liquidation,  and with
such  designations or restrictions  thereof as shall be determined by resolution
adopted by the board of directors without further approval of the shareholders.

     The Company is investigating  the possibility of designing and subsequently
producing an airborne  biohazard  detection  device and has hired an engineer to
commence the design of such a device or a series of such devices.

                                      F-9

<PAGE>






                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                             ICT TECHNOLOGIES, INC.


Date: April 26, 2002


                             By: /s/Joshua Shainberg
                              --------------------
                                Joshua Shainberg,
                             President and Director

Date: April 26, 2002


                              By: Bindiya Moorjani
                               ------------------
                             Bindiya Moorjani Ph.D.,
                               Secretary, Treasurer and Director