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

                                   FORM 10-KSB
                                   (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2005

                                       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.)

                 181 Westchester Avenue, Port Chester, New York 10573
              (Address of principal executive offices)       (Zip Code)

           Issuer's telephone number, including area code: (914) 937-3900

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 or any amendment to
this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were: $ 0

The aggregate market value of the voting Common Stock held by non-affiliates of
the issuer, based on the  closing sales price  of $0.05 per share, was $914,260
as of November 9, 2006.

At November 9, 2006, the registrant had outstanding 96,427,384 shares of Common
stock, par value 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
ITEM 8A CONTROLS AND PROCEDURES                                             22
ITEM 8B OTHER INFORMATION                                                   22

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. PRINCIPAL ACCOUNTANT FEES AND SERVICES


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," "we," "us" or  similar terms include ICT  Technologies,  Inc.
and   its  wholly  owned  subsidiaries   Europhone  Inc.,  Europhone  USA,  Inc.
("Europhone  USA"),  (Europhone,  Inc.)  together   with   Europhone   USA   is
hereinafter referred  to  jointly  as ("Europhone") Europhone 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
Europhone USA,  Inc. ("Europhone USA"), which is the business predecessor of the
Company for accounting purposes.

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, "intents,"
"anticipates," "expects"  or "estimates" or words of similar meaning. Similarly,
statements   that   describe   ICT   Technologies   future   plans,  objectives,
acquisitions,  targets  or  goals are  also  forward-looking   statements.  Such
forward-looking  statements  are  subject  to  certain  risks and  uncertainties
that  could  cause  actual  results to differ materially from those  anticipated
as of the date  of  this report.  Shareholders,  potential  investors  and other
readers  are urged to consider  these factors in evaluating the  forward-looking
statements and are cautioned not to place undue reliance on such forward-looking
statements.  The  forward-looking  statements  included  herein  are  only  made
as  of  the  date   of   this   report,   and  ICT  Technologies  undertakes  no
obligation  to  update such  forward-looking  statements  to  reflect subsequent
events or circumstances.

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

BUSINESS OVERVIEW

ICT Technologies  is a  holding  company for  subsidiaries  that sell the "Euro"
family of products and services. In 2005,  we shifted emphasis away from calling
cards,  mobile   telephone   design   and  manufacturing,  and  focused  on  the
development of plasma televisions, motor scooters and air conditioning. For that
reason, among others,  there were no revenues in 2005.

In 2002, we acquired Europhone, Inc.from Mr. Vasilios Koutsobinas in exchange of
shares of stock.  The terms of the 2002  Transaction  were amended in April 2003
to   include the  contribution  by  Mr. Koutsobinas  to  ICT of  100%  ownership
interest  in  Europhone  USA.  Finally, pursuant  to the  2002 Transaction,  Mr.
Koutsobinas transferred to the Company 100% ownership interest in Eurospeed,Inc.
and Eurokool, Inc., which  do not currently  conduct operations but hold certain
intellectual  property  used by  the Company. ICT Technologies  succeeded to the
rights of Europhone Inc. and Europhone USA under and  Europhone USA  transferred
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 manufacture 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  Europhone USA's
historical telecommunications long-distance service lines business None of these
agreements had produced revenue.

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, resulting in Mr. Koutsobinas becoming the controlling
stockholder  of the Company and also assumed the positions of Chairman and Chief
Executive  Officer upon the closing of the 2002  Transaction.  Upon contribution
by Mr. Koutsobinas of his Europhone USA stock to ICT Technologies,the 10,000,000
shares was cancelled and 10,000,000 additional  shares  of new common stock were
issued to Mr.  Koutsobinas  bringing  his  total initial  holdings to 78,000,000
shares.

ICT Technologies, Inc. was  organized as a  Delaware corporation on May 27, 1999
and is the successor by merger to a New York  corporation  formed on February 8,
1994.

The Company's  principal  executive office is located at 181 Westchester Avenue,
Port  Chester,  New York  10573  and its  telephone  number  is (914)  937-3900.
Information   about  ICT   Technologies   may  be  found  on  its   website   at
"www.icttechnologies.com." Information found on ICT Technologies  website should
not be considered part of this annual report on Form 10-KSB.

BUSINESS SEGMENTS

ICT Technologies is currently pre-revenues.  ICT is anticipated to have revenues
in  prepaid cell phones (Europhone USA), motorcycles  and  scooters (Eurospeed),
air conditioning units (Eurokool) and plasma televisions.

Present Business

Telephones

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

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 all
located in the United States, but did not  generate any business at December 31,
2005.

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, 2005,  the Company did not generate any revenue from the sale
of prepaid phone cards and long distance service. 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, 2005,  subject to automatic 12-month renewal if no
termination notice is delivered by either party.

Internet Service

ISP Service. ICT Technologies offers flat-rate,  unlimited internet access as an
agent of ISP services  provided by  PowerNet  Global.  ICT Technologies  used to
have about 400 customers  for this  service.  The Company  markets  this service
to retail  customers  as w ell 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  receives a percentage  of the amount  billed to and collected
from  ISP  customers  sourced  by ICT  Technologies.  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. No revenue as generated in
2005.

Future Plans

ICT  Technologies  has now organized its proposed  distribution  businesses into
four  segments:  plasma  televisions,  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 in the future.

Plasma Televisions

The  Company  has  recently  discussed attempts to enter the  growing market for
plasma televisions,  but to  the  date  of this  report  no sales have been made
except for samples bought from Namjootech, Inc., a Korean manufacturer.

Air Conditioners

ICT  Technologies ("Eurokool") division  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 purchasers.
Distribution of air conditioners  began in 2002  with the  shipment  of  samples
and test models to Karagelis ("Karagelis"), a Greek wholesaler.

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

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

Before  sales of any air  conditioner  models can commence in the United States,
appropriate  government and agency regulatory approvals will need to be secured.
So far  five  models  have  received  regulatory  approval, but  no  sales  have
occurred.

Motorcycles and Scooters

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

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.

Eurospeed, Inc,  one  of  the  subsidiaries  has  entered into an agreement with
Yamati Manufacturing Co. in 2006 prior to the  submission of 10-KSB for calendar
2005  as  an exclusive  agent  and  distributor  of  motorcycles  and  ancillary
products.

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  will be  invoiced at the time of  shipment,  if any are sold.
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 has no employees,  other than its officers,  involved in sales
and marketing.  ICT  Technologies  plans to engage  independent  distributors to
increase the scope of its sales efforts.  Independent distributor  relationships
have  been  established  for  the  sale  of  prepaid  telephone  cards  and  air
conditioners (no sales of air conditioners  were made in 2005). ICT Technologies
intends to establish distribution relationships in connection with the marketing
of additional  products,  including a company owned by a family member of one of
the Company's executives for the purpose of promoting sales and the distribution
of ICT Technologies' products in Europe and the Middle East.

The Company plans to handle all the advertising  and marketing  programs for its
products  internally,  including  those  distributed  through its telephone card
distribution  network.  The forms of  advertising,  used  sporadically,  include
television  (not used since a Greek  Television ad that ran in the first quarter
of 2004), radio (not used since the end of 2003), newspapers (last advertisement
was in an  Israeli  newspaper  in the  second  quarter  of  2004),  face-to-face
presentations and exhibitions (last appearance was a trade show in June 2004).

SEASONALITY

In general, ICT Technologies sales have been too infrequent to ascertain whether
any significant seasonal fluctuations in demand for its products exist.

EMPLOYEES

ICT Technologies currently  has 2 full-time officers and a part time controller.
None of the Company's employees are represented by a labor union and the Company
considers its employee relations to be very good. To reduce expenses the Company
has turned to consultants and independent contractors.

GOVERNMENT REGULATION

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

Motorcycles.  The motorcycles to be distributed by ICT  Technologies are subject
to  certification  by the  U.S.  Environmental  Protection  Agency  ("EPA")  for
compliance  with  applicable  emissions and noise  standards,  and by California
regulatory  authorities  with respect to emissions,  tailpipe,  and  evaporative
emissions  standards.  ICT  Technologies  motorcycle  products have not yet been
certified to comply with these  standards.  ICT Technologies has been advised by
Giantco that the  motorcycles to be distributed  already meet the more stringent
certification  standards  adopted  by the EU,  and  that  Giantco  believes  its
applications  for federal and  California  certification  will be  approved.  No
certification  is required  for motor  scooters  with  engines  that are 50cc or
smaller.  ICT  Technologies  believes that the  certification  process for other
motorcycles will be obtained during 2006.

Air  Conditioners.  Approvals have been secured for the sale of air conditioners
in  Europe (CE  approval)  and the  Company was granted five UL approval for the
sale of air  conditioners in the United States.

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
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. In addition,  ICT  must  attempt  to make  new designs of products in the
market that is somewhat saturated with established business.  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,  Verizon  and  Sprint.  These
companies  are  substantially  larger  and have  greater  financial,  technical,
engineering,  personnel and marketing  resources,  longer  operating  histories,
greater  brand  recognition  and larger  customer  bases than we do. We may also
compete with large operators in other countries.  ICT Technologies believes that
its long  distance  and ISP  services  are  competitive  based on price  and are
benefited by customer  support  provided by the carriers.  A general decrease in
telecommunication  rates charged by major carriers could have a negative  effect
on our competitive position.

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.  To date the Company has failed to succeed in
its attempts to compete in all of its existing and planned markets.

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  non-disclosure  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 2004 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 181 Westchester Avenue, Port Chester,
New York 10573 which it subleases on a pass-through  basis from Olympic Telecom,
Inc. The annual rental is $34,419.  The lease is a five year lease,  with a five
years option to extend with 3% per annum rate increases  and  initially  expires
January 31, 2009.

ITEM 3. LEGAL PROCEEDINGS

Virtual  Resources, LLC   and  Dennis  C. Hayes  filed  a  lawsuit  against  ICT
Technologies, Inc.,  Messrs. Vasilios  Koutsobinas, CEO  and  Andrew  Eracleous,
CFO  with  the  Supreme  Court of  the  State of New York, County of New York on
June 13, 2006  that alleges, among other things,  breach  of  contract  under  a
Management Consulting Agreement;   non-payment   of  consulting  fees  of $7,000
and  compensatory  damages  of $62,000;  various  stock  options  equivalent  to
$192,000 plus compensatory damages in the sum of $130,500 due devaluation of the
90,000 shares  of ICTT  stock to which  Plaintiff is entitled, and exemplary and
punitive damages of $5,000,000.

The  original  consulting  services  contract was executed between Plaintiff and
Joshua  Shainberg, President  and  CEO  dated December 9, 2004, who  the  latter
mis-represented  himself  as CEO.  Records  and  minutes of meeting disclosed no
approval by the  Board of Directors to  authorize  Joshua Shainberg as President
and CEO to negotiate contract in behalf of the company.  The management believes
that  the  lawsuit  has  no  merit  and will therefore vigorously  defend itself
against the lawsuit.

Crossroad  Management, LLC  filed  a suit against our subsidiary, Europhone USA,
Inc. in the Municipal Court of Elmsford, New York  for unpaid rent, interest and
real estate tax escalations  in  2004  in  the  amount  of $56,347 which  amount
is included  in  the  accounts payable and accrued expenses  in the accompanying
consolidated  balance sheet   as  of  December 31, 2005.  ICT is responsible for
the liability of  its subsidiary company. The Company  has   not   entered  into
any settlement agreement in 2005 due to unavailability of funds.

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 2005, no matters were submitted to a vote of the shareholders.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ICT  Technologies  Common Stock trades on  the "Pink Sheets" 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:

             Common Stock
                               HIGH       LOW

YEAR ENDED DECEMBER 31, 2004
First Quarter                 $2.00     $1.10
Second Quarter                $2.00     $0.50
Third Quarter                 $2.00     $0.50
Fourth Quarter                $1.26     $0.49

YEAR ENDED DECEMBER 31, 2005
First Quarter                 $1.00     $0.48
Second Quarter                $1.10     $0.38
Third Quarter                 $0.28     $0.22
Fourth Quarter                $0.20     $0.06

As of November 9,2006, there  were  approximately  273  record  owners  of  our
Common Stock.

DIVIDEND POLICY

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

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

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

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

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

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

GENERAL

In 2002,  we entered  into an  agreement  for the purchase of the assets and the
business of Europhone USA, Inc. and Europhone,  Inc. We are currently located in
Port Chester, New York. We are a holding company for operating subsidiaries that
distribute  products  and  services  in  the   telecommunications  and  plan  to
distribute   products  in  the  consumer  durables  sectors.  The  long-distance
service and prepaid  calling  phone  card   business  were   acquired  from  our
predecessor, Europhone USA, Inc.  We  are placing  minimal  resources  into  the
marketing  of  this part  of  our business  in favor  of planned sales of plasma
televisions, air conditioners  and motorcycles.  We have attempted  distribution
relationships for  mobile telephones, Internet ("ISP") service, prepaid internet
service, and  motorcycles  in Turkey,  although  no  sales  of  motorcycles have
occurred.  We plan  to purchase  the  air  conditioners,  mobile  telephones and
motorcycles from the Peoples  Republic of China ("PRC") and South Korea if sales
materialize.

BUSINESS ACTIVITIES

We have organized our  distribution  business into  four segments, one of which,
telecommunications, produced no revenue in 2005 and  three segments that we plan
in becoming  active  during  2006,  plasma  televisions,  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.   We  have  attempted  to engage in the direct sale  of long
distance  telephone  service to  customers  as an  agent for PowerNet Global. We
would earn our income as a percentage of the amount billed to and collected from
ong distance customers sourced by us. To date, we have not generated any revenue
from this source.

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  will earn a gross  profit  of  approximately  36% of the face  amount of the
phone card.  The phone card can be used until air time charges and other charges
equal the  total value  of  the card, subject to a  12 month expiration  period.
Revenue for these  prepaid phone cards is deferred, recognized upon first usage,
and then allocated  to revenue.  Revenue from the sale of prepaid phone cards is
recognized upon activation by  the end-user.  Phone  card  service  revenues are
recognized as the end-user utilizes the cellular  airtime.  It is our experience
that once  the  card  is   activated  the face  amount of the  card is  consumed
within 30 to 60 days through usage and fees.

We have  entered  into an agreement to  distribute  mobile  telephones  that are
manufactured  by  Ningbo  Bird  Corporation,  Ltd.  ("Ningbo")  of the  PRC  and
Uroatech,  Inc. of South Korea.  Pursuant to this agreement  with Ningbo,  which
will come into effect upon the first  shipment  of mobile  telephones  to us, we
have the exclusive right to distribute specified models of mobile phones outside
the PRC  through  June 1, 2007.  We have agreed to purchase a minimum of 500,000
mobile phones per year (or 40,000 per month)  during the term of the  agreement.
If we purchase  less than  400,000  mobile  telephones  each year (or 30,000 per
month), the agreement  terminates  automatically.  However, ICT Technologies has
received  verbal  assurance from Ningbo that the minimum  purchase  requirements
will not be enforced for past periods,  although  there can be no assurance that
Ningbo will  continue to recognize  the  agreement.  The  purchase  price of the
mobile  telephones  is supposed to be adjusted  each quarter by agreement of the
parties, based upon market conditions.  We have received samples of the cellular
telephones that we plan to sell, but to date, we have not made any sales.

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 were  obligated to purchase a minimum of
300,000 and 80,000 air conditioners from Chigo and Richvast respectively, in the
year ending December 31, 2004.  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.  In 2002,  we  shipped  our  first order of 250 air
conditioners,  aggregating  $106,000, to  one  customer in  Greece. In 2003,  we
shipped an  order of  approximately  1,000 units  to one additional  customer in
Greece aggregating  $136,000. In 2005, we shipped no air conditioners  and there
can be no assurance that any future sales will occur.

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.  To date, we
we have  not  generated  any  revenue from this agreement.

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, plasma televisions, 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.  Because of ICT Technologies failure to
develop its marketing plans and meet the purchase requirements of our contracted
supply  agreements,  and because we have not  realized any revenue  for the year
ended   December 31,  2005,  we   have  reduced  our  staff to  approximately  3
people, changed office space and reduced our monthly overhead including rent and
utilities  in an effort to conserve  our very  limited  resources.  We have also
reduced our  infrastructure  costs by  relocating  our office  facilities to 181
Westchester  Avenue,  Port  Chester,  New York 10573  under  a  five  year lease
beginning February 1, 2005.

At December 31, 2005, loans payable to related parties were $1,758,366.

We have also established lines of credit with the Ponce De Leon Federal Bank. As
of December 31, 2005, the balance due on these lines of credit was $254,826. The
lines of  credit  have  the  personal  guarantee  of  Mr. Koutsobinas, our Chief
Executive Officer. The Company has not yet generated sufficient revenues 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.

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. Our
significant  accounting  policies are  described in Note 2 in  the  consolidated
financial statements.

COMPARISON OF OPERATIONS

For the year  ended  December  31,  2004, the  Company  generated  net  sales of
$98,753 as  compared to $ -0- for the  year  ended  December 31, 2005.  Revenues
decreased by $98,753  primarily because were  no sales of durable goods in  2005
due to   our  inability  to  implement  our   marketing   program  for marketing
air conditioners and  motorcycles.  We  were also  unable to generate commission
income from the sale of long  distance telephone service.

Our overall  cost of  goods sold  for  telecommunication  services for the years
ended December 31, 2004 and 2005 was  $62,566 and  $ 0, respectively. The  costs
in 2004 represented the cost of printing and  telecommunication  services of the
prepaid telephone calling cards and long distance  services  being  provided. In
2004, costs of sales for the prepaid telephone  calling cards and long  distance
telephone  services was $62,566 or 63% of related revenue.  There was no revenue
from air conditioner sales in 2004 and 2005.

Our gross  profit  for the years ended  December  31,  2004 and 2005  aggregated
$36,187 and $ 0, respectively, for all  categories  of  revenues.  There were no
sales  of  air conditioners in 2004 and 2005. Our gross profit from the revenues
generated  from the  sale of prepaid  calling cards and long distance  telephone
services  for the year ended December 31, 2004 was $35,187 or 35.6% of revenues.

The Company's selling, general  and administrative costs aggregated $858,770 for
the year ended December 31, 2004, as  compared to $167,643 for  the  year  ended
December 31, 2005, representing a decrease of $791,127. The decrease in expenses
was due  primarily to  lower  payroll and  office expense in 2005 as a result of
the   cessation  of  certain  telecommunications  activities  in  2004  and  the
relocation of the Company's offices in February 2005.

PLAN OF OPERATION

In 2005  and through  October  2006, the  Company  had  no  operating  revenues.
Commencing in November 2006, the Company expects to  sell motorcycles  and other
transportation   vehicles   pursuant  to   a   Manufacturing  and   Distribution
Agreement  effective  October 18, 2006  and an  Exclusive Distribution Agreement
dated  May 18,  2006.  The  Company  believes  that  it  can  satisfy  its  cash
requirements  for  approximately 12  months  without  raising  additional funds.
During  the year ended  December 31, 2006, the Company  does not expect to incur
product research and development costs, to purchase or sell plant and equipment,
or to effect significant changes in the number of employees.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no  off-balance sheet arrangements that have a current or future
effect  on the  Company's  financial  condition, changes in financial condition,
revenues or  expenses,  results of  operations, liquidity,  capital expenditures
or capital resources.

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

You should carefully  consider the risks and  uncertainties  described below and
the other  information in this Form 10-KSB.  Additional risks and  uncertainties
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 a limited  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  its subsidiaries 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 $94,337 for the calendar year
ended  December  31, 2005.  ICT  Technologies  is a holding  company for various
distribution  subsidiaries.  Historically,  distribution companies have produced
small margins.  There can be no assurance that ICT  Technologies  can achieve or
sustain  profitability on a quarterly or annual basis in the future. If revenues
grow slower than the Company  anticipates,  or if operating  expenses exceed ICT
Technologies  expectations or cannot be adjusted  accordingly,  ICT Technologies
will continue to incur losses.

ICT Technologies Owes Back Payroll Taxes, is subjected to Collection Action

We owe the  U.S. Treasury the  amount of $374,420.00,  and the New York Dept. of
Taxation in the amount of $76,092. representing  unpaid payroll and unemployment
taxes as of December 31, 2005.  These taxes are subject to the collection powers
of the governments that had commenced  that resulted to liens and levies against
our  bank accounts.    We also  owe The  New York  Insurance Fund  the amount of
$25,300 for our required contribution and penalties to Worker's Compensation and
Disability  Insurance.   Altogether,  we  owe  the  amount  of $475,812  to  the
goverments and its subdivisions on December 31, 2005.

Mr. Vasilios Koutsobinas,  Chief  Executive  Officer of the  Company had made an
amicable installment agreement with the Internal Revenue Service to pay $ 15,000
a  month for  ICT  Technologies  tax  liabilities, and  $  10,000.00 a month for
Eurospeed's tax liabilities that started in the third quarter of 2006.   He also
made $ 10,000 initial payment to New York Dept. of Taxation for ICT Technologies
and  Eurospeed  state tax liabilities in  August 2006,  and  subsequently,  made
partial installments arrangement to  pay  $ 2,000.00 each  month until the total
state  tax  liabilities  will be  fully settled.  Likewise, we executed deferred
installment plans agreements with New York State Dept. of Labor for unemployment
insurance liability  and  with the  Workers' Compensation  Board  for the unpaid
workers' compensation liability, and made partial payments in September 2006 and
October 2006. The  funds  originated from sales proceeds of common stocks of the
Company.

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 2006 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 A  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 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 Company's  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.  Additional Expenses For Compliance with the Sarbanes-
Oxley Act.

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.  In addition,  the
Company faces  increased  costs  associated  with  compliance  with the internal
control  provisions of  the  Sarbanes-Oxley Act. 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.

ICT  Technologies  Has a History of Failing to  Produce  Revenue  From  Publicly
Announced Transactions

The Company has entered  into a series of  transactions  that  purported to have
apparently  significant impact on its minimal revenues and lackluster  operating
history.  Every such announcement has failed to produce any significant revenue.
This  pattern of  unexpected  failures  to produce  revenues  from  transactions
purported to have large  potentials  for revenue  production  and earning growth
exposes the Company to possible litigation  liabilities and generally diminishes
the Company's credibility.

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

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  Company's  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  has no insurance  coverage.  ICT Technologies may be subjected
to products  liability  claims  relating  to the  products  It  distributes.

ICT  Technologies  faces an inherent risk of exposure to personal injury claims,
including product liability claims in the event that the failure of its products
results,  or is alleged to result,  in bodily  injury or  property  damage.  The
Company  maintains no  insurance  coverage.  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.  ICT
Technologies is not covered by insurance  against product  liability  claims, or
other  claims  and hence the  Company  may be liable  for any  damage  caused by
products that it distributes.  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 any insurance coverage it may have
at the time of  such a claim may have a material adverse effect on its business.

ICT Technologies Has No Service Department Nor Inventory for Parts

ICT Technologies  maintains no service department to service any of the products
it  distributes,  nor does it maintain an inventory of parts.  Hence all service
must be provided  through the manufacturers  warranty.  The manufacturers of all
goods  sold by ICT  Technologies  are in  foreign  countries  and hence  lack of
service and available parts may impede the ability of the Company to compete.

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    Directors,   Executive  Officers,   And  Their   Affiliates
Beneficially Own Approximately  90.2% 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

On July 22, 2005, the  Board of Directors of the Company terminated the services
of Joshua Shainberg as  President and a director.  Mr. Shainberg's services were
terminated by the  Board  because  of his  non-compliance with an agreement with
the Company and  others regarding  restrictions  on transfer of the Registrant's
securities  as well  as  his  failure  to  advise the   Board of  certain  stock
transactions  involving the Registrant's  securities.   This action was reported
in  Form 8-K dated July 22, 2005.  On the other hand, Mr. Shainberg  refuted the
non-compliance  claim by Email sent to Mr. Vasilios Koutsobinas dated August 18,
2005, a copy  was  attached as Exhibit in the Form 8-K/A Report dated August 18,
2005.

The  Form  8-K  Report dated  September 27, 2005  disclosed  that  the  Board of
Directors  of  the  Company  elected  Mr. Cheng G. Cheng  to  serve  as  its new
President  and  a  member  of  the   board  of  directors  to  serve  until  his
successor is duly appointed or elected.

Drakeford &  Drakeford, LLC,  the Company's  independent  certified  accountants
were dismissed  on  September 14, 2005.  This decision was approved by the Board
of Directors.  The  Company had  engaged Friedman. LLP  as its  new  independent
auditors on  September 26, 2005,  but terminated its client-auditor relationship
on July 19, 2006 by  resigning as the independent  auditors of ICT Technologies,
Inc. Subsequently, the  Company  engaged  Michael T. Studer CPA, P.C. as its new
independent accountants  on August 15, 2006.  The  foregoing were  duly reported
in Form 8-K and Form 8-K/A.

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.

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
Company's 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  96,427,384  shares of Common Stock.
Approximately  78,000,000  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  Company's 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 General Corporation Law ("DGCL")

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 Company's shares and, as a consequence,  they also
may inhibit  fluctuations  in the market price of ICT  Technologies  shares that
could result from actual or rumored takeover attempts.  Such provisions also may
have the effect of preventing changes in the management of the Company.

ITEM 7. FINANCIAL STATEMENTS

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

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

In the  opinion of the  Company,  all  adjustments,  consisting  of only  normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of December 31, 2005,  and the results of its  operations and changes
in its financial  position from January 1, 2005, through December 31, 2005, have
been made.



                          INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                          Page

Item 1 - Financial Statements


      Consolidated Balance Sheet as of December 31, 2005                   F-4


      Consolidated Statements of Operations for the years ended
         December 31, 2005 and 2004                                        F-5


      Consolidated Statements Changes in Stockholders Equity for
          the years ended December 31, 2005 and 2004                       F-6


      Consolidated Statements of Cash Flows for the years ended
         December 31, 2005 and 2004                                        F-7


      Notes to Consolidated Financial Statements                    F-8 - F-20






                          MICHAEL T. STUDER CPA P.C.
                           18 East Sunrise Highway
                              Freeport, NY 11520
                                  516-378-1000


          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
ICT Technologies, Inc.

I have audited the accompanying consolidated balance sheet of ICT Technologies,
Inc. and  subsidiaries (the "Company") as of  December 31, 2005 and the related
consolidated   statements  of  operations,  changes  in   stockholders'  equity
(deficiency),  and  cash  flows for  the   year  then  ended.  These  financial
statements    are   the   responsibility   of  the  Company's   management.  My
responsibility is to  express an opinion on those financial statements based on
my audit.

I conducted my  audit in  accordance  with the  standards of the Public Company
Accounting  Oversight  Board  (United States).  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  used  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 consolidated  financial statements referred to above present
fairly, in  all material  respects, the financial position of the Company as of
December 31, 2005 and the results of its operations and cash flows for the year
then  ended  in  conformity  with  accounting  principles generally accepted in
the United States.

The accompanying financial statements  referred  to  above  have  been prepared
assuming  that the  company will  continue as a going concern.  As discussed in
Note 2  to the  consolidated  financial   statements,  conditions  exist  which
raise  substantial  doubt  about  the  Company's ability to continue as a going
concern. Management's  plans  in regard  to  this  matter are also described in
Note 2.  The  financial  statements do  not  include any adjustments that might
result from the outcome of this uncertainty.


                                              /s/ Michael T. Studer CPA P.C.


October 20, 2006, (except for the second paragraph to
  Note 10 in the consolidated financial statements,
  as the date is November 10, 2006).


                    ICT TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                                             December 31, 2005
                                    ASSETS

CURRENT ASSETS
Accounts receivable, less allowance for doubtful accounts
     of $ 30,057                                                  $     30,058
Promotional inventory                                                   31,136

     Total current assets                                               61,194

Property and equipment, less accumulated depreciation of $ 17,029            -

     TOTAL ASSETS                                                 $     61,194


      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Bank overdrafts                                                  $      34,356
Bank lines of credit                                                   254,826
Accounts payable and accrued expenses                                  122,106
Payroll taxes and withholdings                                         475,812
Customer deposit                                                        54,960
Loans payable to related parties                                     1,758,366

      Total current liabilities                                      2,700,426

      Total liabilities                                              2,700,426

STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock,$.001 par value; authorized
10,000,000 shares, issued and outstanding 0 shares                           -
Common stock, $.001 par value; authorized
200,000,000 shares, issued and outstanding
86,654,384 shares                                                       86,655
Additional paid-in capital                                           2,700,039
Retained earnings (deficit)                                         (5,425,926)

     Total stockholders' equity (deficiency)                        (2,639,232)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)      $     61,194


  See notes to consolidated financial statements.


                                     F-4

                       ICT TECHNOLOGIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS



                                                 Year ended December 31,
                                               2005                     2004

Revenue:
Prepaid telephone cards                 $         -           $         75,477
Commissions and other                             -                     23,276

Total revenue                                     -                     98,753

Costs and expenses:
Cost of sales                                     -                     62,566
Selling, general and administrative           67,643                   858,770
Depreciation                                   1,944                    36,049
Impairment of goodwill                             -                   108,190
Total costs and expenses                      69,587                 1,065,575

Net income (loss) from operations          (  69,587)              (   966,822)

Interest expense                           (  24,750)              (    13,020)

Net income(loss)                         $ (  94,337)           $  (   979,842)

Earnings (loss) per common share,
  basic and diluted                      $ (     .00)           $  (       .01)

Weighted average number of common shares
outstanding                               86,552,634                86,378,313


See notes to consolidated financial statements.


<TABLE>
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                       YEARS ENDED DECEMBER 31, 2004 AND 2005

<CAPTION>
                                      Common    Additional   Retained
                   Common    Stock    Stock      Paid-in     Earning
                   Shares    Amount Subscribed   Capital     (Deficit)    Total
<S>              <C>                                      <C>         <C>
Balance at
January 1, 2004  86,199,492  $86,199  $23,906  $2,324,889 $(4,351,747)$(1,916,753)

Common stock
 subscribed         125,416      126  (20,000)    169,849                 149,975

Sale of common
stock               125,976      126              150,724                 150,850

Net loss for the year
ended December  31,
2004                                                       (  979,842) (  979,842)

Balance at
December 31,
2004             86,450,884   86,451    3,906   2,645,462  (5,331,589) (2,595,770)

Common stock
subscribed                            ( 3,906)      3,906                       -

Sale of common
stock                57,000       57               14,193                  14,250
Shares issued in
settlement of
liability            60,000       60               14,940                  15,000
Shares issued for
services             86,500       87               21,538                  21,625

Net loss for the year
ended December 31,
2005                                                        (  94,337) (   94,337)

Balance at
December 31,
2005             86,654,384  $86,655    $ -     2,700,039 $(5,425,926)$(2,639,232)
</TABLE>

See notes to consolidated financial statements.


                     ICT TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    Year ended December 31,
                                                   2005                2004

OPERATING ACTIVITIES
Net income(loss)                                $(  94,337)        $(  979,842)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:

Depreciation and amortization                        1,944              36,049
Common stock for services                           21,625                   -
Impairment of goodwill                                   -             108,190
Changes in operating assets and liabilities:
Receivables                                         30,057              35,920
Inventory                                                -              51,929
Bank overdraft                                         293           (  28,657)
Accounts payable and accrued expenses            (  76,401)          (  19,681)
Payroll taxes and withholdings                   (  44,573)            208,150

Net cash provided by (used in) operating
activities                                       ( 161,392)          ( 587,942)

INVESTING ACTIVITIES
Capital expenditures                                     -           (   3,095)

Net cash used in investing activities                    -           (   3,095)

FINANCING ACTIVITIES
Proceeds from common stock subscribed                    -             149,975
Proceeds from sale of common stock                  14,250             150,850
Loans payable to related parties                   141,710             357,786
Security deposit refund                                  -               5,000
Bank lines of credit                                   852           (  76,565)

Net cash provided by financing activities          156,812             587,046

INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS  (   4,580)          (   3,991)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR         4,580               8,571

CASH AND CASH EQUIVALENTS, END OF YEAR           $       -        $      4,580

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid                                    $       -        $     13,020
Income taxes paid                                $       -        $          -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Shares issued in settlement of liability         $   15,000                  -
Shares issued for services                       $   21,625                  -

See notes to consolidated financial statements.    F-7



                    ICT TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              December 31, 2005


1. ORGANIZATION AND BUSINESS OPERATIONS


ICT Technologies, Inc. ("ICTT") was  incorporated in Delaware on May 27, 1999.
ICTT has  five wholly owned subsidiaries; Europhone USA, Inc. ("FONE1"), a New
York  corporation  incorporated on March 17, 2000; Europhone Inc. ("FONE2"), a
New York  corporation  incorporated on  May 24, 2001; Eurospeed, Inc. (SPEED),
a  New York  corporation  incorporated  on  November 19, 2001,  Eurokool, Inc.
("KOOL"), a  New  York  corporation  incorporated  on  February 21, 2002;  and
Europhone USA, LLC ("FONE3"), a  New York limited liability company  formed on
August 2, 2002.

ICTT  and its subsidiaries  (collectively, the "Company")  operate  from their
offices  in Port Chester, New York.  ICTT  acts  as a  holding company and its
subsidiaries  were formed to  engage in  the  distribution of various products
manufactured by unrelated third parties.In 2004, the Company's operations were
limited to  the  sale of prepaid  telephone cards  and long distance telephone
service.  In 2005, the Company had no business operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation- The consolidated financial statements include the
accounts of ICTT and its wholly owned subsidiaries. All intercompany balances
and transactions have been eliminated in consolidation.

Basis  of  presentation - The  consolidated  Financial  statements  have  been
prepared assuming that the Company will continue as a going concern.  However,
the Company has  experienced net losses  since inception  of $5,425,926 and at
December 31, 2005, the Company  had no cash and a  stockholders' deficiency of
$2,639,232.  These factors raise substantial doubt about the Company's ability
to continue as a going concern.  The Company  raised capital in 2006 (see note
10) and has entered into certain supply and  distribution agreements (see note
8) to generate profitable operations.  However, there is no assurance that the
Company  will  be  successful  in  achieving  this  objective.  The  financial
statements  do not include any  adjustments that might result from the outcome
of this uncertainty.

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. In 2005, selling, general and  administrative  expenses were
reduced  by  $136,419 for  adjustments  to certain  liability account balances
resulting from vendor settlements and changes in estimated amounts due.

Revenue recognition - The company  will  recognize  revenues in  the period in
which products  are shipped to customers under a fixed and determinable amount
arrangement with collectibility reasonably assured.

Fair value of financial instruments -  The  carrying  value  of the  Company's
financial instruments, consisting of accounts receivable, bank overdrafts,bank
lines  of credit, accounts  payable  and  accrued  expenses, payroll taxes and
withholdings, and  loans  payable to  related parties,  approximate their fair
values considering their short term nature and respective interest rates.

Cash  and  cash  equivalents -  The  Company  considers all highly liquid debt
instruments  purchased  with a maturity  of  three  months  or less to be cash
equivalents.

Inventories- Inventories are carried at the lower of cost (first-in, first-out
method) or market.

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.

Impairment of long-lived  assets - The Company  reviews its  long-lived 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
assets  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.

Stock-based  compensation - Shares  issued  for services  are expensed  at the
estimated  fair value of  the shares issued at the date of issuance.  No stock
options have been issued or are outstanding.

Income taxes - Income taxes  are accounted for under the assets  and liability
method. Deferred tax  assets and liabilities  are recognized for the estimated
future  tax consequences  attributable to  differences  between  the financial
statement  carrying  amounts  of  existing assets  and liabilities  and  their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities  are measured using enacted tax rates in effect for
the year in which those temporary  differences are expected to be recovered or
settled.  Valuation allowances are  established to reduce  deferred income tax
assets when management  has not yet determined that future realization is more
likely than not.

Earnings (loss) per  common  share -  Basic  and  diluted  earnings (loss) per
common  share is calculated  based upon the  weighted average number of common
shares  outstanding.  The Company  did not  have any  common stock equivalents
(such  as stock  options  or convertible securities)  outstanding  during  the
periods presented.

3. BANK OVERDRAFTS

At December 31, 2005, bank overdrafts consisted of:

	ICTT bank account overdraft facility		$ 1,699
	FONE1 bank account overdraft facility		 32,595
	FONE2 bank account overdraft facility		     62

	Total						$34,356

The overdraft facilities provide for interest at a rate of 9%. Repayment is past
due and the  bank has ceased  accruing  interest on the balances.  The loans are
personally guaranteed by ICTT's chief executive officer.

4. BANK LINES OF CREDIT

At December 31, 2005, bank lines of credit consisted of:

	ICTT line of credit account			$ 17,069
	ICTT line of credit account			  16,279
	FONE1 line of credit account		         210,422
	FONE1 line of credit account			  11,056

	Total						$254,826

The lines of  credit provide  for interest  at a rate of 9%.  Repayment is past
due and the bank  has  ceased  accruing  interest  on  the balances. The  loans
are personally guaranteed by ICTT's chief executive officer.

5. PAYROLL TAXES AND WITHHOLDINGS

At December 31, 2005, payroll taxes and withholdings consisted of:

					ICTT	    SPEED	Total

	Federal			      $252,559    $121,861    $ 374,420
	New York State			26,205	    26,977	 53,182
	New York State unemployment
	  insurance			12,665	    10,245	 22,910
	Workers' Compensation Board	 8,392	    16,908	 25,300

	Total			      $299,821    $175,991     $475,812

The balances  represent unpaid  payroll taxes and withholdings for periods from
October 2002 to December 2004  and estimated interest and penalties to December
31, 2005.

On August 14, 2006, the  Internal Revenue Service advised ICTT that its federal
liability was  $225,065 and  approved  ICTT's request  to pay this liability in
monthly installments of $15,000 commencing on September 20, 2006. On August 15,
2006, the Internal Revenue  Service advised  SPEED that  its federal  liability
was $84,557  and  approved  SPEED's  request to  pay this  liability in monthly
installments of $10,000 commencing on September 20, 2006.

In  September 2006,  the  New  York  State  Tax  Compliance  Division  verbally
approved ICTT and SPEED's request to pay their  New York State liability $5,000
each in September 2006 and $1,000 per month each commencing in October 2006.

On October 4, 2006, the  New York  State  Department of  Labor advised ICTT and
SPEED  that  their New York State unemployment insurance liability  was $12,941
and $10,280 respectively, and approved their  deferred payment plan requests to
pay their liabilities in monthly installments  of  $941 and  $750 respectively,
commencing  on  October 25,2006  after  down  payments  of  $2,824  and  $2,249
respectively.

On October 6, 2006,  the  Workers'  Compensation  Board  advised SPEED that its
liability was $17,680 and approved its request to pay this liability in monthly
installments of $491 commencing on October 20,2006.


6. LOANS PAYABLE TO RELATED PARTIES

At December 31, 2005, loans payable to related parties consisted of:

	Due chief executive officer			$1,467,412
	Due chief financial officer			   233,646
	Due Olympic Telecom,Inc. ("OTI"), a corporation
	  controlled by the chief executive officer	    40,696
	Due son of chief executive officer		    16,612

	Total						$1,758,366

The  loans payable to  related  parties do  not  bear interest  and are due on
demand.

7. INCOME TAXES

ICTT files consolidated income tax  returns with its  subsidiaries for federal
and state reporting purposes.

For the  years  ended  December 31, 2005 and 2004,  the provision for (benefit
from) income taxes consisted of:

							2005	   2004

	Current:
	   Federal				     $    -      $    -
           State                                          -	      -
           Total current                                  -           -

	Deferred:
	   Federal	                              ( 29,260)   (303,913)
	   State					 8,278)   ( 85,981)
	   Valuation allowance                          37,538     389,894

	   Total deferred	                           -           -

	Total                                         $    -      $    -

A reconciliation of the U.S. federal statutory tax rate to the effective
rates reported for the years ended December 31, 2005 and 2004 follows:

							  2005       2004

	Federal statutory tax rate			   34.0%      34.0%
	State income taxes, net of federal benefit          5.8        5.8
	Change in valuation allowance                     (39.8)     (39.8)

	Effective income tax rate                           0.0%       0.0%

At December 31, 2005, the deferred income tax asset consisted of:

	Net operating loss carryforward		     $ 1,545,306
	Valuation allowance		              (1,545,306)

	Deferred tax asset			     $       -

Based on management's present assessment, the Company has not yet determined it
to be more likely than not that a deferred tax asset of $1,545,306 attributable
to the future utilization of the net  operating loss carryforward of $3,883,509
will be realized. Accordingly,the Company has provided a 100% allowance against
the  deferred tax asset in the financial statements.  The Company will continue
to review this valuation allowance and make adjustments as appropriate. The net
operating loss carryforward expires $49,162 in 2020; $55,431 in 2021,$1,115,296
in 2022, $1,734,552 in 2023, $834,731 in 2024, and $94,337 in 2025.

Current tax laws limit the amount of loss available to be offset against future
taxable  income when a substantial  change in ownership occurs.  Therefore, the
amount available to offset future taxable income may be limited.


8. COMMITMENTS AND CONTINGENCIES

Lease

ICTT rents its  office  facilities in  Port Chester, New York under a sub lease
agreement with OTI, a corporation controlled by ICTT's chief executive officer.
The term  of the sub lease  agreement, which as  amended  provides  for monthly
rents  ranging from $ 3,360 to $3,886, is February 1, 2005 to January 31, 2009.
Rent expense for the  years ended  December 31, 2005  and 2004  was $34,419 and
$91,391, respectively.  At  December 31, 2005, future  minimum  lease  payments
under non-cancellable operating leases are:

			2006		$ 42,182
			2007		  44.278
			2008		  46,450
			2009		   3,886

			Total	        $136,796

Manufacturing and Distribution Agreement

Pursuant  to  an   agreement  effective   October 18, 2006  between  a  Chinese
corporation  (the "DEM Manufacturer"), a New Jersey corporation (the "Worldwide
Importer   and  Distributor"), and  SPEED  (the "USA  Distributor"), SPEED  was
appointed  exclusive  distributor  in  North  America  of motorcyles  and other
transportation  vehicles  manufactured  and  sold  by the  Manufacturer and the
Importer  under  trade  names  "EuroSpeed" and  EuroStrada." The  term  of  the
agreement  is   five  years  from  October 18, 2006  to  October 17, 2011.  The
agreement is automatically renewed  for an additional five years to October 17,
2016 unless  either  party gives  90  days prior written  notice at the end  of
any  two  year  period.  If  SPEED  purchases less  than  the minimum  purchase
quantities (25,000 units in year 1),  30,000  units  in  year 2,  and an amount
to  be  determined  in  year 3),  Manufacturer and  Importer  have the right to
terminate the agreement.

Exclusive Distribution Agreement

Pursuant to  an  agreement  dated  May 19, 2006, SPEED  appointed an  Exclusive
Distributor in North America and Israel of motorcycles and other transportation
vehicles  under  the trade  names "EuroSpeed" and "EuroStrada." The term of the
agreement is  five  years  from May 19, 2006 to May 18, 2011.  The agreement is
automatically  renewed  for  an  additional five  years  to May 18, 2016 unless
either  party gives  90 days prior written  notice of election to terminate the
agreement.  If  the  Distributor  purchases  less  than  the  minimum  purchase
quantities (25,000 vehicles in the  first 18 months, 30,000 vehicles in year 2,
and 50,000 vehicles in year 3), SPEED has the right to terminate the agreement.

Litigation

On June 13, 2006, an  action  was  commenced  against ICTT  and  certain of its
officers  by  a  former  consultant  to  the  Company.  The  complaint  alleges
non-payment of consulting fees  and seeks  compensatory damages of $192,500 and
exemplary  and punitive  damages of $5,000,000.  The company  believes that the
action  has  no merit  and  that  the  outcome of  the  matter  will not have a
material  adverse  effect  on  the  Company's  financial  position, results  of
operations, or cash flows.

9. SEGMENT INFORMATION

In 2004, approximately  92% of  the total  revenue  was  derived from customers
located outside the United States, largely from Greece.

10. SUBSEQUENT EVENTS

Sales of common stock - From  July 2006 to  September 2006, ICTT sold a total of
9,773,000 restricted shares of ICTT common  stock to 14  investors at a price of
$0.05 per share and received gross proceeds of $488,650.

Standby  Letter  of  Credit  -  On November 2, 2006, SPEED  received a  $250,000
irrevocable standby letter of credit from a bank.  The  letter of credit expires
on November 2, 2007 and is expected to be used by  SPEED to finance the purchase
of motorcycles and other transportation vehicles.

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

None

ITEM 8A. CONTROL AND PROCEDURES:

Under the supervision  and with  the participation of  our management, including
our Principal Executive Officer and Principal Financial Officer, we evaluate the
effectiveness  of the  design  and  operation  of  our  disclosure  controls and
procedures (as defined in  Rule 13a-15(e) under the  Securities  Exchange Act of
1934  (the "Exchange Act")). Based  on that  evaluation, our Principal Executive
Officer  and  Principal Financial Officer  concluded that,  as of the end of the
period  covered  by  this report, our  disclosure  controls  and  procedures are
adequately designed to ensure that information required to be disclosed by us in
the reports we file  or submit under  the  Exchange Act is  recorded, processed,
summarized  and reported, within the  time  periods  specified in the applicable
rules and forms. During the period covered by this Annual Report on Form 10-KSB,
there was no change in our internal control over financial reporting (as defined
in  Rule  13a-15(f)  under  the  Exchange Act) that  materially  affected, or is
reasonably  likely  to materially affect, our  internal  control  over financial
reporting.

ITEM 8B. OTHER INFORMATION

None

                  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         51     Chairman, Chief Executive Officer

Cheng G. Cheng               56     President, Director

Andrew Eracleous             77     Chief Financial Officer, Director

Paul Kotrotsios              51     Director

Georgia Dumas                37     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
Europhone USA,  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. In addition, he served as President of Uncle Bill's, Inc.,
a private  corporation in the  restaurant  business from  approximately  1997 to
2001.

Cheng G. Cheng  has  been the President and a Director of ICT Technologies, Inc.
since September 27, 2005.  Mr. Cheng  have had  extensive experience in computer
hardware  and  communications  industry  having served in various positions with
Giga-Byte Communications, A T & T Corp., Bell Laboratories, etc.

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.

Paul Kotrotsios is the  founder  and  publisher  of  Hellenic News of America, a
monthly  Greek-American publication.  He  holds  a Bachelor of Science degree in
Economics from the Graduate Industrial School of Thessaloniki University, Greece
and a Master's Degree in Business  Administration from Saint Joseph's University
in Philadelphia, Pennsylvania.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Since  January  1,  2005,  the  following  reports  under  Section  16(a) of the
Securities  Exchange Act of 1934 (the "Exchange Act") were not filed or were not
timely  filed by  officers,  directors  or  beneficial  owners  of more than ten
percent of any class of the Company's equity securities  registered  pursuant to
Section 12 of the Exchange Act: To the Company's knowledge, no officer, director
or  beneficial  owner of more than ten  percent  of any  class of the  Company's
equity securities  registered  pursuant to Section 12 of the Exchange Act or any
other  person  subject  to Section 16 of the  Exchange  Act with  respect to the
Company,  failed to file on a timely basis reports  required by Section 16(a) of
the Exchange Act subsequent to January 1, 2005.

ITEM 10. EXECUTIVE COMPENSATION

The following Summary  Compensation  Table sets forth, for the three years ended
December 31, 2005, the compensation for services in all capacities earned by all
persons serving as the Company's  Chief  Executive  Officer during 2005 and each
other  executive  officer  whose total  annual  salary,  bonus and other  annual
compensation   may  have  exceeded   $100,000  in  2005  (the  "Named  Executive
Officers").
                               SUMMARY COMPENSATION TABLE
                                                                          Other
Name and Principal Position  Year   Salary   Bonus  Compensation   Compensation

Vasilios Koutsobinas         2005    $-0-     -0-       -0-                -0-
Chief Executive Officer      2004    $-0-     -0-       -0-                -0-
                             2003    $-0-     -0-       -0-                -0-

George G. Cheng              2005    $-0-     -0-       -0-                -0-
President

Andrew Eracleous             2005    $-0-    - 0 -     - 0 -               -0-
Chief Financial Officer      2004   $32,730  - 0 -     - 0 -               -0-
                             2003   $32,730  - 0 -     - 0 -                0-


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

No payments were made to directors in 2005.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth certain  information,  as of December 31, 2005,
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.

Name and Address       Amount and Nature               Percent of Class
of Beneficial Owner    Of Beneficial Ownership(1)   Beneficially Owned

Vasilios Koutsobinas          77,481,675                        89.4%
Cheng G. Cheng                   225,500                          .3%
Andrew Eracleous                 435,000                          .5%

All executive officers and directors as a group:

3 persons                     78,142,175                        90.2%

(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
$ 1,467,412 at December 31, 2005.

The Company rents its office  facilities in Port Chester,  New York  under a sub
lease  agreement with  Olympic Telecom, Inc., a  corporation  controlled  by the
Company's chief executive officer.   The term  of the sub lease agreement, which
as  amended  provides  for monthly  rents  ranging  from  $3,360  to  $3,886, is
February 1, 2005 to January 31, 2009.

In February,  2005, Joshua Shainberg, then President of the Company, transferred
by   gift   4,000,000  shares  of  the  Company's  common  stock to an allegedly
charitable organization. Mr. Koutsobinas  has not, at  the  date of this report,
chosen  to waive  the provisions of the  agreement between himself and Shainberg
limiting transfers. ICT Technologies- Joshua Shainberg received a fax on July 4,
2005 in its  office  from Adil Kharzous of Fine Invest United GmbH, Karl-Rudolf-
Strasse 174,  40215 Dusseldorf, Germany that mentioned, among other things, that
they worked for ICT Technologies, Inc  or a  shareholder in  ICT to  sell shares
to German clients. They  raised  Euro 500,000, half of that belongs to our sales
agent Mr. Bobby. His clients "bot" shares of ICTT Technologies at the Berlin and
Frankfurt Stock Exchange. They  "got" not the  total  commission  of their work.
There is a difference of Euro 33,000  for this sales agent and his sales people.
So they are requesting to  send the  open  amount of  their work  they have done
for the shareholder in the company. The board of  directors  had not  authorized
this solicitation in Germany.

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, 2005.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The audit  fees relating  to years ended December 31, 2004 and 2005 were $41,332
and $35,500, respectively.  All services  provided by the  principal accountants
were approved by the Board of Directors.

Audit - Related Fees

The Audit-related fees relating to years ended December 31,2004 and 2005 were $0
and $0, respectively.

Tax fees

Fees relating to years ended December 31,2004 and 2005 for tax services were $0
and $0, respectively.

All other Fees

There were no other fees for 2004 or 2005.

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.


November 9, 2006              /s/ Vasilios Koutsobinas
                                  Vasilios Koutsobinas
                                  Chief Executive Officer, Director
                                  (Principal Executive Officer)

November 9, 2006             /s/ Andrew Eracleous

                                  Andrew Eracleous
                                  Chief Financial Officer, Director
                                 (Principal Financial and Accounting Officer)


                 CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER

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

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

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

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

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

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

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

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

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

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

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

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


Date: November 9, 2006           /s/ Vasilios Koutsobinas
                                     Vasilios Koutsobinas
                                     Chief Executive Officer


                 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Andrew Eracleous,  Chief Financial Officer of ICT Technologies,  Inc. certify
that:
1. I have reviewed this Annual Report on Form 10-KSB of ICT Technologies, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: November 9, 2006

                                 /s/ Andrew Eracleous
                                     Andrew Eracleous
                                     Chief Financial Officer




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***

10.2  Amendment  to the  Amended  and  Restated  Share  Acquisition  and  Voting
Agreement

21   List of Subsidiaries


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

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

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

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

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

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



Exhibit 21

List of Subsidiaries of ICT Technologies, Inc.

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


Exhibit 99.1

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

In connection with the Annual Report of ICT  Technologies,  Inc. (the "Company")
on Form  10-KSB  for the  period  ended  December  31,  2005 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

November 9, 2006




Exhibit 99.2

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

In connection with the Annual Report of ICT  Technologies,  Inc. (the "Company")
on Form  10-KSB  for the  period  ended  December  31,  2005 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

November 9, 2006