F-29
                                  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, 2004

                                       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) 939-3200

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

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

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

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

The issuer's revenues for its most recent fiscal year were: $98,753.

The aggregate market value of the voting Common Stock held by  non-affiliates of
the issuer,  based on the closing sales price of $0.70 per share, was $4,900,446
as of May 6, 2005.

At May 12, 2005,  the  registrant had  outstanding  86,450,884  shares of Common
Stock, par value $0.001 per share.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]




TABLE OF CONTENTS

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

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

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


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




ICT TECHNOLOGIES, INC.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Unless the context otherwise requires,  (i) all references to "ICT Technologies"
or the  "Company"  or "we" include ICT  Technologies,  Inc. and its wholly owned
subsidiaries  Europhone Inc.,  EurophoneUSA,  Inc. ("Europhone USA") (Europhone,
Inc.  together  with  Europhone  USA  is  hereinafter  referred  to  jointly  as
"Europhone")  EurophoneUSA  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  EurophoneUSA,  Inc.  ("EurophoneUSA"),
which is the accounting predecessor of the Company.

FORWARD-LOOKING AND THIRD PARTY STATEMENTS

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

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

BUSINESS OVERVIEW

ICT Technologies is a holding company for  subsidiaries  that sell some products
and services in the telecommunications  sector and that plan to sell products in
the consumer electronics and durables sectors.  More specifically,  during 2004,
we  shifted  emphasis  away from  calling  cards,  mobile  telephone  design and
manufacturing,  and concentrated on attempting to sell plasma televisions, motor
scooters and air conditioners.  For that reason, among others,  revenues dropped
substantially.

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

As a result of the 2002 Transaction, ICT Technologies succeeded to the rights of
Europhone Inc. and Europhone USA under and EurophoneUSA conveyed their rights to
ICT Technologies under the following agreements:

*   Distribution   agreements   with  Canquest   Communications   (Canada)  Inc.
("Canquest") and its affiliate, Canquest Communications (Online) Inc. ("Canquest
Online"),  relating to the sale of prepaid  telephone  calling cards and prepaid
internet service, respectively;

* Distribution  agreements with manufacturers located in the Peoples Republic of
China ("PRC") relating to the sale of air  conditioners,  motorcycles and mobile
telephones; and

* Distribution agreements with PNG Telecommunications,  Inc. ("PowerNet Global")
relating  to the  provision  of ISP  service  and to  EurophoneUSA's  historical
telecommunications long-distance service lines business
None of these agreements produce significant 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.  Accordingly,  Mr. Koutsobinas became the controlling
stockholder  of the Company and also assumed the positions of Chairman and Chief
Executive  Officer upon the closing of the 2002  Transaction.  The capital stock
that  Europhone USA  contributed  to the Company 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 formed on May 27, 1999 and is the successor by merger
to a New York  corporation  formed on February 8, 1994.  ICT  Technologies  is a
holding company for operating subsidiaries that conduct distribution activities.

The Company's  principal  executive office is located at 181 Westchester Avenue,
Port  Chester,  New York  10573  and its  telephone  number  is (914)  939-3200.
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

Present Business

Telephones

Although the business is presently not producing  revenue,  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 and
served  approximately 700 long distance  subscribers,  all located in the United
States,  at December 31, 2004.  The number of  subscribers  has  decreased by at
least 80% since  December  31, 2003 and  reflects  the reduced  emphasis on this
business.

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, 2004,  the Company's  revenues from the sale of prepaid phone
cards and long  distance  service has  decreased  dramatically  during the prior
fiscal year.  The majority of revenue was realized from sales in Cyprus early in
the year and  declined  dramatically  thereafter.  Communications  services  are
recognized as revenue when services are provided. The Company offers essentially
two classes of prepaid  calling cards;  "first use" and "usage"  cards.  Prepaid
calling cards are delivered to the dealers  essentially on a consignment  basis.
Upon notification by the telephone carrier that cards have been initialized by a
customer,  the face amount [of the card(s)] less dealer discount is invoiced and
recognized  as deferred  income.  Invoices  are payable by the dealer  within 48
hours after invoicing.

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

All  air  time  for  the  Europhone  Prepaid  Phone  Card  is  provided  to  ICT
Technologies by Canquest.  ICT  Technologies  maintains a security  deposit with
Canquest  against which air time charges are debited as calls are made by users.
ICT  Technologies  agreement  with  Canquest  for the  provision  of air time is
effective through October 27, 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 has about
400  customers  for this  service.  The Company  markets  this service to retail
customers as well as to the small  office/home  office market.  The service will
include web and email  hosting:  users will be  provided  with up to five e-mail
addresses and a personal home page. The ICT Technologies internet access service
will be supported by 24-hour a day,  7-day-a-week  technical assistance provided
by PowerNet Global.

Pursuant to its agreement with PowerNet Global for the provision of ISP service,
ICT  Technologies  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.

Future Plans

ICT  Technologies  has now organized its proposed  distribution  businesses into
three 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.

Plasma Televisions

The  Company  has  recently  attempted  to enter the  growing  market for plasma
televisions,  but to the date of this  report no sales have been made except for
two samples.

Air Conditioners

ICT  Technologies  has  entered  into  agreements  for the  distribution  of air
conditioners manufactured by two major suppliers in the PRC, Guangdong Chigo Air
Conditioning  Co., Limited  ("Chigo"),  with whom the Company may have a $55,000
credit (payment was made but there can be no assurance that Chigo will honor the
credit), and Guangdong Richvast Group Company,  Limited ("Richvast").  These air
conditioners  include  split unit  (which  also serve as heaters  since they are
capable of blowing hot air), window,  and floor unit models.  Both manufacturers
produce  units  that  are  comparable  in  cooling   capacity  and   incorporate
high-quality compressors supplied by Mitsubishi and Hitachi,  respectively.  The
models produced by Richvast  include  enhanced  decorative  features,  which are
geared toward more affluent  purchasers.  Distribution of air conditioners began
in 2002  with  the  shipment  of  samples  and  test  models  to  Botzakis  S.A.
("Botzakis"),  a Greek  wholesaler.  Botzakis was  subsequently  terminated  for
non-payment.

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

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

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

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 has sold motorcycles in Greece,  Turkey,  the Dominican Republic and
Mexico.

Headquartered  in  Hong  Kong  with  manufacturing,  research,  and  development
facilities  located in  Guangdong,  PRC,  Giantco is a  motorcycle,  scooter and
engine manufacturer of the "HONGYI" brand.

SUPPLY AND SALE TERMS

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

Air  conditioners  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 2004). 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 4 full-time employees 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.  During the fiscal year ended
December  31,  2004,  the Company had  employed as many as 20 persons of whom 10
were engaged in marketing activities.  To reduce expenses the Company has turned
to consultants and independent contractors working primarily on commission.

GOVERNMENT REGULATION

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

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

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

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

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

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

COMPETITION

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

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

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

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

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

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

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

The  competitors  in each of ICT  Technologies  product  markets  generally have
financial and marketing  resources that are substantially  greater than those of
ICT  Technologies.  They frequently have larger  worldwide sales volumes and are
more  diversified than ICT  Technologies.  The Company cannot be certain that it
will be able to compete successfully against current and future competitors.  As
a  strategic  response  to  changes  in the  competitive  environment,  pricing,
service,  or marketing  decisions  may be  exercised  that could have a material
adverse effect on the business,  financial  condition,  and operating results of
the Company.  These companies may have larger,  more established  customer bases
and other competitive  advantages.  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  nondisclosure  agreements with parties with
whom the Company conducts business. ICT Technologies does this in order to limit
access  to  and  prevent  disclosure  of  its  proprietary  information.   These
agreements  are  designed  to make it  clear  that  ICT  Technologies  owns  any
technology developed by its employees and contractors during their engagement by
ICT Technologies and to protect ICT Technologies against unauthorized disclosure
of its proprietary information. There can be no assurance that these contractual
arrangements  or the  other  steps  taken by ICT  Technologies  to  protect  its
intellectual property will prove sufficient.

RESEARCH AND DEVELOPMENT

ICT Technologies  considers the amounts spent by it for research and development
during 2004 and 2003 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,  Portchester,
New York 10573 which it subleases on a pass-through  basis from Olympic Telecom,
Inc. The annual rental is $28,200.  The lease is a five year lease,  with a five
year option to extend with 3% per annum rate  increases  and  initially  expires
January 31, 2009.

ITEM 3. LEGAL PROCEEDINGS

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 2004, 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 OTC Electronic Bulletin Board under
the symbol  "ICTT".  The following  table sets forth the per share range of high
and low sales prices of our Common Stock for the periods indicated:
                               HIGH       LOW

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

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

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

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

As of May 13, 2005,  there were  approximately  256 record  owners of our Common
Stock.

DIVIDEND POLICY

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

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

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

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

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

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

GENERAL

In 2002,  we entered  into an  agreement  for the purchase of the assets and the
business of Europhone USA, Inc. and Europhone,  Inc. We are currently located in
Portchester,  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.  We  have  completed
shipments of prepaid  telephone  calling cards  (variable rate) and shipments of
air  conditioning  units to retail  channels  in the United  States and  Greece,
generating  initial  revenues in each of these  areas,  although no sales of air
conditioners  occurred in 2004. The  long-distance  service and prepaid  calling
phone card  business were acquired  from our  predecessor,  Europhone  USA, Inc.
although we a 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 also  established  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 in 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 revenues in 2004 and three segments that we plan on
becoming  active  during  2005,  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.  As of December 31,  2002,  we engaged in the direct sale of
long distance telephone service to customers as an agent for PowerNet Global. We
earn our income as a percentage of the amount billed to and collected  from long
distance  customers  sourced by us. We receive a net payment  each month for our
share of long distance revenue. As of December 31, 2004, our customer base (long
distance only) is located entirely in the United States.

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

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. As of December 31, 2004, we have received
samples of the cellular telephones that we plan to sell and have not derived any
revenue.

We have also entered into agreements for the  distribution  of air  conditioners
manufactured   by  two  major   suppliers  in  the  PRC:   Guangdong  Chigo  Air
Conditioning,  Co.  Ltd.  ("Chigo")  and  Guangdong  Richvast  Company,  Limited
("Richvast").  Our  distribution  agreement with Chigo covers the period through
January 31, 2007. We are the sole agent for the  distribution  of Chigo products
bearing  the  "Chigo" and  "Eurokool"  brand  names in North,  South and Central
America,  and parts of Europe,  except that distribution is only permitted under
the "Eurokool" brand name in countries or regions where sales of "Chigo" branded
products  have already  taken place.  We are  obligated to purchase a minimum of
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.  As of December  31,  2002,  we had shipped our first
order of 250 air conditioners,  aggregating $106,000, to one customer in Greece.
As of December 31, 2003, we have shipped an order of  approximately  1,000 units
to one additional  customer in Greece aggregating  $136,000.  As of December 31,
2004 we had 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. As of December
31,  2002,  we have  not  generated  any  revenue  and  have  samples  of  these
motorcycles in inventory.  During the first quarter of 2004, we have ordered and
received an  additional  46  motorcycles  as samples that are in inventory as of
March 31, 2004. As at December 31, 2004 we have no motorcycles  and there can be
no assurance that any sales of motorcycles will occur.

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 realized only minimal  revenues for the
year ended  December 31,  2004,  we have  reduced our staff to  approximately  5
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,  Portchester,  New York 10573, and reducing our monthly rent
to $2,385 per month with a five year lease beginning February 1, 2005.

These  activities were funded through the sale of 125,976 shares of common stock
for an  aggregate  consideration  of  $150,850  or an average per share price of
$1.19. We have also received  subscriptions for the sale of additional shares of
common stock  aggregating  $3,906. We have also funded our operations and growth
through officer and director loans,  aggregating  $1,616,236 as of December, 31,
2004.

We have also established  lines of credit with the Ponce De Leon Federal Bank as
follows:  A $200,000  revolving  line of credit with interest at 9% with monthly
interest and principal  payments of $4,980;  a $10,000  revolving line of credit
with interest payable monthly at 9%. As of December 31, 2004, the balance due on
these lines of credit are $226,701 and 27,273, respectively. 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.

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

REVENUE RECOGNITION

As of December 31, 2004, the Company's  products  consist of prepaid phone cards
and long distance  service.  Communications  services are  recognized as revenue
when  services  are  provided.  The Company  offers  essentially  two classes of
prepaid calling cards; "first use" and "usage" cards.  Prepaid calling cards are
delivered to the dealers  essentially on a consignment  basis. Upon notification
by the telephone  carrier that cards have been  initialized  by a customer,  the
face amount less dealer discount is invoiced and recognized as deferred  income.
Invoices are payable by the dealer within 48 hours after invoicing.

Revenue  is earned  through  the  rounding  of  minutes  used,  access  charges,
connection  charges and weekly  maintenance  fees.  The Company pays the related
telephone  charges to the  carrier on a daily basis as usage  occurs.  It is the
Company's  experience  that these cards are consumed within the first 30 days of
sale and activation; otherwise, they will expire after 6 months after activation
as a result of a minimum maintenance fee being charged to the card. Revenue from
the sale of durable  goods is  recognized  when products are shipped or services
are rendered.  During the year ended  December 31, 2004,  there were no sales of
durable goods.

IMPAIRMENT OF LONG-LIVED ASSETS

Statement of Financial  Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,
establishes  accounting  standards for the impairment of long-lived  assets. The
Company  reviews its long- lived  assets,  including  property and equipment and
intangible assets, for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If this review indicates
that the asset will not be recoverable  based on the expected  undiscounted  net
cash flows of the  related  asset,  an  impairment  loss is  recognized  and the
asset's carrying value is reduced.  There were no significant  impairment losses
recorded in 2004.

GOODWILL

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  Under the new rules,  goodwill  and  intangible  assets  deemed to have
indefinite  lives will no longer be  amortized  but are  subject  to  impairment
tests,  performed at least  annually,  in accordance  with the Statement.  Other
intangible  assets will continue to be amortized over their useful lives.  As of
December  31,  2004,  we have  written  down the cost of good  will by  $108,190
representing the diminished earnings from our prepaid calling card business.

                               ICT TECHOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                         For the year ended December 31, 2004

Results of Operations for the year ended December 31, 2004, as compared to the
year ended December 31, 2003.

                                         December 31,              December 31,
                                            2004                           2003

Revenue
Durable goods                       $    -0-       -0-%        $ 136,000  67.0%
Long Distance telephone                22,276     22.6%           15,296   7.5%
Prepaid telephone cards                75,477     76.4%           51,717  25.5%
Prepaid cell phones                     1,000     1.0%                0      0%
                                     ---------  --------       --------  ------
Total revenues                         98,753    100.0%          203,013 100.0%

Cost of goods sold
Telephone cards                        62,566     63.3%            5,020   2.5%
Air conditioners                          -0-     -0- %          111,000  54.6%
                                      --------  --------        -------- ------
Total cost of goods sold               62,566     63.3%          116,020  57.1%

Gross profit                           36,187     36.7%           86,993  42.9%

Operating expenses
Selling, general and
administrative                        858,770    869.6 %      1,397,869  688.6%
Non-cash compensation
-issuance of stock                                               60,000   29.6%
Depreciation                           36,049     36.5 %         15,514    7.6%
Write down of goodwill                108,190     109.6%        216,379
Write down of inventory                                         316,000
                                    -----------  ---------    --------- -------
Total operating expenses             1,003,009   1,015.7%    2,005,762 ( 988.1)%

Income (loss) from
operations                            (966,822)  (979.0)%   (1,918,769) (945.2)%
Other income
Interest expense                       (13,020)  (13.2%)      (49,176)   (24.2)%
                                     ----------  --------   -----------  -------
Total other income
and expense                            (13,020)    13.2%       (49,176)  (24.2)%

Net income (loss)                    $(979,842)  (992.2)%  $(1,967,945) (969.4)%

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


For the year  ended  December  31,  2003,  the  Company  generated  net sales of
$203,013 as compared to $98,753 for the year ended  December 31, 2004.  Revenues
decreased by $104,260  primarily because of our sales or durable goods decreased
from  $136,000 in 2003 as compared to $-0- for 2004 as a result of our inability
to  implement  our  marketing   program  for  marketing  air   conditioners  and
motorcycles.  Commission income from the sale of long distance telephone service
remained  essentially  the  same  being  $15,296  in 2003 to  $22,276  in  2004.
Commissions from long distance telephone services increased $23,760 from $51,717
in 2003 to $75,477 in 2004.

Our overall cost of goods sold for telecommunication services for the year ended
December  31, 2003 and 2004 was $5,020 and  $62,566,  respectively.  These costs
represented the cost of printing and  telecommunication  services of the prepaid
telephone  calling cards and long distance  services  being  provided.  Costs of
services for the prepaid  telephone  calling cards and long  distance  telephone
services  was $5,020 or 2.5% and  $62,566 or 63.3% of the  revenue  for  prepaid
telephone  cards and other long  distance  telephone  services.  The cost of air
conditioners  was  $111,000  or  81.6%  and $-0- or -0-%  for the  years  ending
December 31, 2003 and 2004 of air conditioner sales.

Our gross  profit  for the year  ended  December  31,  2003 and 2004  aggregated
$86,993 and $36,187  respectively  for all  categories  of  revenues.  Our gross
profit from the sales of air  conditioners  for  December  31, 2003 and 2004 was
$25,000 or 18.4% and $-0- or -0-% of revenues from air  conditioners.  Our gross
profit from the revenues  generated  from the sale of prepaid  calling cards and
long distance  telephone  services for the year ended December 31, 2003 and 2004
$67,013  or  33.0%  and  $35,187  or  35.6%  of  revenues.   This   decrease  of
approximately  $50,806 in gross  profits  for all  categories  are the result of
decreased  prepaid  calling card and long  distance  telephone  service sales in
2004.

The Company's selling, general and administrative costs aggregated approximately
$1,397,869 for the year ended December 31, 2003, as compared to $858,770 for the
year ended December 31, 2004, representing a decrease of $539,099. The aggregate
of $858,770 consists of the following:  professional fees of $97,236;  salaries,
payroll  taxes and  commissions  of $413,083;  advertising  of $44,062;  rent of
$91,390; telephone of $29,024 and office expenses of $183,975.

The  aggregate of $1,397,869  consists of the  following:  professional  fees of
$123,482;  salaries,  payroll taxes and commissions of $868,480;  advertising of
$216,248; rent of $85,670;  telephone of $17,724 and office expenses of $86,265.
We also  issued an  aggregate  of 30,000  shares  of  common  stock as  non-cash
compensation of $60,000 for consulting fees.


LIQUIDITY AND CAPITAL RESOURCES

The Company's  cash decreased from $8,571 at December 31, 2003 to a cash balance
of $4,580 at  December  31,  2004.  Working  capital at  December  31,  2004 was
negative at $981,358 and is deficient in the payment of payroll taxes by several
quarters aggregating $520,385,  representing the principle amount of the payroll
tax liability and estimated penalties and interest.

For the year ended  December 31,  2003,  we financed  our  operating  activities
through additional officer and director loans aggregating  $439,980 and sales of
126,000 shares of common stock aggregating  $258,907.  Our uses of cash were for
the  purchase  of fixed  assets  aggregating  $651 and cash  used by  operations
aggregating  $841,392.  We also issued an aggregate  of 30,000  shares of common
stock as  non-cash  compensation  in payment of  consulting  services  values at
$60,000 or $2.00 per share. Management also write down inventory by an aggregate
of $316,000 and goodwill by an aggregate  of $216,379  after  re-evaluating  the
value of our  investment  in prepaid  calling card  inventory and the value this
declining business  represents to the overall marketing strategy of the business
going forward.

For the year ended  December 31,  2004,  we financed  our  operating  activities
through additional officer and director loans aggregating $1,616,656; bank lines
of credit of $253,974; a customer deposit of $54,960 and sales of 251,392 shares
of common stock aggregating  $300,825 at an average price of $1.27 per share and
has received  additional  subscriptions  for shares of common stock  aggregating
$3,906.  Our uses of cash  were for the  purchase  of fixed  assets  aggregating
$3,095 and cash used by operations  aggregating $587,942.  Management also wrote
down goodwill by an aggregate of $108,190 after  re-evaluating  the value of our
investment  in prepaid  calling  card  inventory  and the value  this  declining
business  represents  to the overall  marketing  strategy of the business  going
forward.

We have also established  lines of Credit with the Ponce De Leon Federal Bank as
follows:  A $200,000  revolving  line of credit with interest at 9% with monthly
interest  and  principal  payments of $4,980;  and a $10,000  revolving  line of
credit with interest payable monthly at 9% payable  monthly.  As of December 31,
2004,  the  balances  due on these  lines of credit  are  $226,701  and  27,273,
respectively. The line of credit has the personal guarantee of Mr. Koutsobinas.

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

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

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

A legal action was filed against us by our former auditor, Edward Engels, in the
Civil  Court  of the  City  of New  York,  Bronx  County,  seeking  recovery  of
accounting fees totaling $25,000. We have filed a counterclaim seeking return of
all  previous  moneys paid the Mr.  Engels,  approximately  $75,000.  This legal
action was settled by the payment of $4,000.

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

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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

ICT  Technologies  Has A  Limited  Operating  History  With  Which To Judge  Its
Performance ICT  Technologies is in an early stage of its proposed  development.
The Company has 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  Europhone  USA have  attempted to engage in
various  businesses in the past, but they have not been successful in seeing any
of those enterprises to a state of profitability.

ICT Technologies Has A History Of Losses, Which May Continue

The Company  incurred net losses from operations of $966,822 for the fiscal year
ended  December  31, 2004.  ICT  Technologies  is a holding  company for various
distribution  subsidiaries.  Historically,  distribution companies have produced
small margins.  There can be no assurance that ICT  Technologies  can achieve or
sustain  profitability on a quarterly or annual basis in the future. If revenues
grow slower than the Company  anticipates,  or if operating  expenses exceed ICT
Technologies  expectations or cannot be adjusted  accordingly,  ICT Technologies
will continue to incur losses.

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

We owe the United  States  Internal  Revenue  Service a minimum of  $520,385  in
Unpaid  Payroll Taxes.  These taxes are subject to the collection  powers of the
IRS that may be commenced at any time and which, if made, could result in levies
upon  our  bank  accounts,  and  potentially  seizure  of our  assets.  Any such
activities could result in the cessation of our business activities.

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

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

The Company's  revenues may not continue to grow or even remain at their current
level.  ICT  Technologies  will need to increase its revenues  significantly  to
become  profitable.  If ICT Technologies  revenues do not increase as much as it
expects,  or if ICT  Technologies  expenses  increase  at a  greater  pace  than
revenues,  the Company may not achieve  profitability.  If ICT Technologies does
becomes profitable, it may not be able to sustain or increase profitability on a
quarterly or annual basis.  ICT  Technologies  expects to incur additional costs
and expenses in 2005 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 Sarbannes
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 Sarbannes  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

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

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

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

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

ICT  Technologies  faces an inherent risk of exposure to 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's   Directors,   Executive  Officers,   And  Their  Affiliates
Beneficially Own Approximately  91.9% Of ICT Technologies Stock; Their Interests
Could Conflict With Yours;  Significant Sales Of Stock Held By Them Could Have A
Negative Effect On ICT Technologies  Stock Price;  Stockholders May Be Unable To
Exercise Control

Mr. Vasilios Koutsobinas,  the Company's Chief Executive Officer, and Mr. Joshua
Shainberg,  the Companys President,  are parties to a voting agreement pursuant
to which they all agree to vote their shares as directed by Mr.  Koutsobinas and
further agree not to dispose of more than 2,000,000  shares of Common Stock each
in any calendar  year.  This  Agreement was amended on November 5, 2004 to allow
Mr.  Shainberg to gift four million  (4,000,000)  shares of the Companys common
stock to a  religious  organization.  The voting  agreement  expires on June 30,
2007.  The parties to the  aforementioned  voting  agreement,  in the aggregate,
presently  own  approximately  90.9%  of the  Common  Stock.  As a  result,  Mr.
Koutsobinas  will  have  the  ability  to  control  all  matters   submitted  to
stockholders of ICT  Technologies for approval and to control the management and
affairs of ICT Technologies. Such concentration of ownership may have the effect
of delaying,  deferring,  or preventing a change in control of ICT Technologies,
impede  a  merger,  consolidation,   takeover,  or  other  business  combination
involving the Company,  or discourage a potential  acquirer from making a tender
offer or otherwise attempting to obtain control of ICT Technologies. During 2004
Mr.  Koutsobinmas  consented to the transfer by gift of 4,000,000  shares of the
Company's common stock to an unrelated not for profit entity.

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

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

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

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

The Loss Of Key Personnel Could Adversely Affect ICT Technologies Business

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

Potential Adverse Effect Of Shares Eligible For Future Sale

The Company has  outstanding  approximately  86,450,884  shares of Common Stock.
Approximately  78,358,905  such shares are subject to an  agreement  restricting
their resale prior to December 2007, but that agreement  permits the sale by the
parties  thereto of an  aggregate  of 4 million  shares per  calendar  year.  No
prediction can be made as to the effect,  if any, that the  availability of such
shares  for sale will have on the  market  prices  that may be traded on the OTC
Electronic Bulletin Board or any securities  exchange or inter-dealer  quotation
system on which the Common Stock may be listed. The possibility that substantial
amounts  of the  Companys  Common  Stock may be sold in the  public  market may
adversely effect the prevailing market prices for ICT Technologies  Common Stock
and could impair its ability to raise capital in the future  through the sale of
equity securities. Actual sales or the prospect of future sales of shares of ICT
Technologies  Common  Stock under Rule 144 or  otherwise  may have a  depressive
effect upon the price of ICT Technologies Common Stock and the market therefor.

Anti-Takeover  Effects Of Provisions Of The  Certificate  Of  Incorporation  And
Delaware 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 Companys  shares and, as a consequence,  they also
may inhibit  fluctuations  in the market price of ICT  Technologies  shares that
could result from actual or rumored takeover attempts.  Such provisions also may
have the effect of preventing changes in the management of the Company.

ITEM 7. FINANCIAL STATEMENTS

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

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, 2004,  and the results of its  operations and changes
in its financial  position from January 1, 2004, through December 31, 2004, have
been made.



                          INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                       Page

Item 1 - Financial Statements


      Balance Sheet as of December 31, 2004                                F-4


      Statements of Operations for the years ended December 31,
         2004 and 2003                                                     F-5




      Statements of Stockholders Equity  for the years ended December 31,
         2004 and 2003                                                     F-6



      Statements of Cash Flows for the years ended December 31, 2004
         and 2003                                                          F-7




      Notes to Financial Statements                                 F-8 - F-20






                           DRAKEFORD & DRAKEFORD, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS

                                 554 Duncan Road
                             Royston, Georgia 30662
                                  770-575-0915


REPORT OF INDEPENDENT ACCOUNTANTS


To  the  Shareholders  and  Directors  of
ICT TECHNOLOGIES, Inc.

We have audited the consolidated  balance sheet of ICT Technologies,  Inc. as of
December 31,2004, and the related consolidated statements of operations, changes
in  stockholders'  equity  (deficiency),  and cash  flows  for the  years  ended
December 31, 2004 and 2003. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of ICT Technologies ,
Inc., as of December 31, 2004,  and the results of its  operations  and its cash
flows for the two years then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that ICT
TECHNOLOGIES,  INC. will continue as a going concern. As more fully described in
Note  1,  the  company  has  incurred   operating   losses  since  the  date  of
reorganization  and requires  additional capital to continue  operations.  These
conditions raise  substantial doubt about the company's ability to continue as a
going concern.  Management's  plans as to these matters are described in Note 1.
The financial  statements do not include any adjustments to reflect the possible
effects on the  recoverability  and  classification of assets or the amounts and
classifications  of liabilities  that may result from the possible  inability of
ICT TECHNOLOGIES, INC. to continue as a going concern.



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

May 14, 2005




                             ICT TECHNOLOGIES, INC.

                           CONSOLIDATED BALANCE SHEET

                                                             December 31, 2004
                                    ASSETS

CURRENT ASSETS
Cash and cash equivalents                                         $      4,580
Accounts receivable                                                     60,115
Inventory                                                               31,136

     Total current assets                                               95,831

PROPERTY AND EQUIPMENT, net                                              1,944


     TOTAL ASSETS                                                 $     97,775


         LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
Bank overdraft                                                   $      34,063
Accounts payable and accrued expenses                                  213,507
Payroll taxes and withholdings                                         520,385
Customer deposit                                                        54,960
Bank  lines of credit                                                  253,974

            Total current liabilities                                1,076,889

LONG-TERM LIABILITIES
Officer loans payable                                                1,616,656

      Total Liabilities                                              2,693,545


STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, authorized 10,000,000 shares $.001 par value
each. At December 31, 2004  there are 0 shares
outstanding
Common stock authorized 200,000,000 shares, $.001 par value
each. At December 31, 2004, there are 86,450,884
shares outstanding                                                      86,451
Common stock subscribed                                                  3,906
Additional paid-in capital                                           2,645,462
Retained Earnings (deficit)                                        (5,331,589)

        Total stockholders equity (deficit)                        (2,595,770)

               TOTAL LIABILITIES AND STOCKHOLDERS EQUITY          $     97,775

The accompanying notes are an integral part of these statements.





                                      F-32
                             ICT TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                         For the years ended
                                  December 31, 2004          December 31, 2003




Revenue
Durable goods                                $    0                $   136,000
Commissions & other                          23,276                     15,296
Prepaid telephone cards                      75,477                     51,717

Total revenues                               98,753                    203,013

Cost of goods sold                           62,566                    116,020



Gross profit                                 36,187                     86,993

Operating Expenses
Selling, general and administrative          858,770                 1,397,869
Non-cash compensation-issuance of stock            0                    60,000
Depreciation                                  36,049                    15,514
Write down of inventory                            0                   316,000
Write down of goodwill                       108,190                   216,379

   Total operating Expenses                1,003,009                 2,005,762

   Net Income (loss) from operations        (966,822)              (1,918,769)

Other income and expenses
     Interest expense                        (13,020)                 (49,176)

           Total other income (expenses)     (13,020)                 (49,176)

                  Income (loss)         $  ( 979,842)          $  ( 1,967,945)


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

Weighted average shares outstanding, basic 86,378,313               89,229,492


The accompanying notes are an integral part of these statements.



                             ICT TECHNOLOGIES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

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



Balance at
Jan 1, 2003      92,043,492  $92,043 $112,100  $1,917,944 $(2,389,802)$(267,715)

Common stock subscribed               258,907                            258,907

Delivery of common stock
subscribed          126,000     126  (347,101)    346,975                      0
Issuance of shares as
consulting fees      30,000      30                59,970                 60,000

Cancellation of escrowed
shares of
common stock     (6,000,000) (6,000)                             6,000         0

Net loss for the year
ended Dec  31, 2003 ______    ________  _______    _______(1,967,945)(1,967,945)

Balance at
Dec 31,2003   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 Dec  31, 2004                                        (979,842)  (979,842)

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


The accompanying notes are an integral part of this statement.




                                      F-63
                             ICT TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                       For the year ended    For the year ended
                                       December 31,2004       December 31, 2003

OPERATING ACTIVITIES
Net (loss)                                      $( 979,842)         $(1,967,945)
Adjustments for noncash and nonoperating items:
Depreciation and amortization                       36,049               15,514
Common stock for services                                0               60,000
Write-down of goodwill                             108,190              216,379
Write-down of inventory                                  0               316,00
Changes in operating assets and liabilities:
Receivables                                          35,920              24,710
Inventory                                            51,929            (62,475)
Prepaid expenses                                          0               2,797
Bank overdraft                                      (28,657)             62,720
Accounts payable and accrued expenses               (19,681)            111,713
Customer deposit                                          0              54,960
Payroll taxes and withholdings                      208,150             312,235

Cash  used by operating activities                 (587,942)          (853,392)

INVESTING ACTIVITIES
    Capital expenditures                             (3,095)              (651)

    Cash used by investing activities                (3,095)              (651)

FINANCIAL ACTIVITIES
    Proceeds from common stock subscribed            149,975            258,907
    Proceeds from sale of stock                      150,850                  0
    Officer loan payable                             357,786            439,980
     Security deposit refund                           5,000                  0
    Bank line of credit                              (76,565)         (104,008)

    Cash provided by financing activities            587,046            594,879

NET  DECREASE IN CASH                                 (3,991)         (259,164)

    CASH BALANCE BEGINNING OF PERIOD                   8,571            267,735

    CASH BALANCE END OF PERIOD                     $   4,580          $   8,571

    NON CASH ACTIVITIES:
            Interest                             $     13,020       $    54,821
            Corporate income taxes               $          0       $         0
            Common stock subscribed              $          0       $    60,000
            Conversion of common stock           $          0       $   341,101


The accompanying notes are an integral part of these statements





                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004


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

Nature of Business and Basis of Presentation

ICT Technologies, Inc. (the "Company" or "ICT"), is located in Port Chester, New
York.   The  Company  is  a  distributor   for  products  and  services  in  the
telecommunications  and consumer durables  sectors.  The Company has established
distribution  relationships  for  mobile  telephones,  Internet  (ISP)  service,
prepaid  internet  service and motor scooters.  During 2004, the Company shifted
emphasis away from calling cards, mobile telephone design and manufacturing, and
concentrated on selling plasma televisions, motor scooters and air conditioners.
The  air   conditioners,   mobile   telephones  and  motor  scooters  are  being
manufactured in the Peoples Republic of China (PRC) and South Korea. The Company
expects to begin  generating  revenues  in all of these  additional  product and
service  areas during 2005.  As of December 31, 2004,  sales in these areas have
not yet commenced.

Continuing Operations

During the period  required to develop the subscriber  base,  expand its service
coverage area and develop additional durable products,  the Company has required
and will  continue  to require  additional  operating  funds.  The  Company  has
suffered net losses and negative  operating cash flows since inception.  For the
year ended  December 31,  2004,  the Company had net losses from  operations  of
$979,842,  and negative  operating cash flows from  operations of $587,942.  The
Company is in a negative  working  capital  position of $981,058 at December 31,
2004, that includes payroll tax liabilities of $520,385.

The Company  must fund the  purchase of initial  inventory  pursuant to previous
contractual relationships with suppliers in the Peoples Republic of China (PRC).
Funding is also  required of the payroll tax  liabilities  and  additional  cost
required in meeting the compliance  requirements of Sarbanes-Oxley.  Funding for
its operations has been provided primarily by officer loans and through the sale
of common stock.  For the period from January 1, 2002 through December 31, 2004,
management has provided additional funding to the Company totaling $1,616,656 in
the form of officer loans. The ultimate success of the Company is dependent upon
management's  ability  to market  and sell  prepaid  telephone  cards,  internet
services,  and durable  products  at levels  sufficient  to  generate  operating
revenues in excess of expenses.  The Company is also dependent upon managements
ability to fund the payroll tax liability debt to the Internal  Revenue Service,
and additional cost to be incurred in implementing  the compliance  requirements
of Sarbanes-Oxley.




                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004

From a  financing  standpoint,  managements  focus  is on  securing  sufficient
additional   capital  to  build  its  operating,   sales  and   marketing,   and
administrative  infrastructure  to levels  needed to  generate  and  support the
operations of the Company. Failure to successfully raise this additional capital
to  fund  inventory  purchases,  fund  debt on  payroll  tax  liability,  secure
additional funds for Sarbanes-Oxley  compliance, and achieve positive cash flows
makes the  Companys  ability to continue as a going  concern  uncertain.  While
management  believes  that  the  Company  will  be  successful  in  raising  the
additional  capital and achieving  profitable  operations,  no assurances can be
given that the Company will be  successful  in obtaining  additional  capital or
that such financing will be on terms favorable or acceptable to the Company.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The  financial  statements  do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.  In  addition,  the  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the  Company be unable to  continue as a going  concern.  Also,  the Company has
substantial  payroll tax liabilities that could cease operations by the Internal
Revenue Service along with meeting compliance  requirements with Sarbanes-Oxley.
Management's  plans for future operations consist of developing its market share
for durable  goods,  prepaid  telephone  card  services and other  complementary
prepaid services through product awareness promotional campaigns and development
of  key  manufacturing  and  distributor  relationships  for  its  products  and
services. The Company does not maintain retail outlets for its products. Rather,
it sells its products and services through distributors who, in turn, resell the
Company's  products and services to customers and subscribers  through a variety
of distribution channels,  including convenience-type retail stores, wholesalers
and, to a lesser extent, other distribution channels.

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




                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004

The financial  statements presented consist of the consolidated balance sheet of
the Company;  including Europhone USA, Inc., Europhone,  Inc., Eurospeed,  Inc.;
Europhone  USA,  LLC;  and  Eurokool  Inc. at December  31, 2004 and the related
consolidated  statements  of  operations  and cash  flows for the  years  ending
December 31, 2004 and 2003. All significant inter-company transactions have been
eliminated in consolidation.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Vulnerability Due to Certain Concentrations

Financial  instruments that potentially  subject the Company to concentration of
credit risk consist  principally of cash and cash equivalents and trade accounts
receivable.  Concentration  of  credit  risk  with  respect  to  trade  accounts
receivable is concentrated with two customers.  One customer  accounted for more
than 10% of  consolidated  revenues  in the  years  2003  and  2004 for  prepaid
telephone  calling cards and one customer  accounted for the all of the revenues
derived  from  the  sale of air  conditioners  in 2003.  This  concentration  of
revenues increases our risk associated with nonpayment by these customers.

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

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

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






                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004



Revenue Recognition

As of December 31, 2004, the Company's  products  consist of prepaid phone cards
and long distance  service.  Communications  services are  recognized as revenue
when  services  are  provided.  The Company  offers  essentially  two classes of
prepaid calling cards; "first use" and "usage" cards.  Prepaid calling cards are
delivered to the dealers  essentially on a consignment  basis. Upon notification
by the telephone  carrier that cards have been  initialized  by a customer,  the
face amount less dealer discount is invoiced and recognized as deferred  income.
Invoices are payable by the dealer within 48 hours after invoicing.

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

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

Inventories

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

Prepaid  phone card costs  consist of the printing  and  packaging of the cards.
Prepaid phone cards are held as inactive  status and are activated upon proof of
delivery to the distributor. Due to obsolete,  slow-moving and non-saleable pre-
paid phone cards at December 31, 2003, the Company wrote off $316,000.



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004




Sources of Supply

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

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

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

Property and Equipment

Property  and  equipment  are  stated  at cost  and  consist  of  computers  and
equipment,   computer   software,   furniture   and   fixtures,   and  leasehold
improvements.  These assets are  depreciated on a  straight-line  basis over the
estimated  useful  lives of the  assets,  ranging  up to five  years.  Leasehold
improvements  are amortized over the estimated  useful life of the assets or the
term of the lease, whichever is shorter. Maintenance and repairs are expensed as



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004





incurred.  Expenditures  for major  renewals,  replacements  and betterments are
capitalized. When assets are sold or otherwise disposed of, the cost and related
accumulated  depreciation  or  amortization  are  removed  from  the  respective
accounts and any resulting  gain or loss is  recognized.  Property and equipment
consists of the following at December 31, 2004:

       Furniture and fixtures                    $17,029
       Leasehold improvements                     54,278
                                                --------
                                                  71,307
       Less - Accumulated depreciation
         and amortization                         (69,363)
                                                  --------
                                                  $ 1,944
                                                    =====



Depreciation  expense was $36,049 and $15,514 for the years ended  December  31,
2004 and 2003, respectively.

Impairment of Long-Lived Assets

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

Goodwill

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004






     Assets. Under the new rules,  goodwill and intangible assets deemed to have
indefinite  lives will no longer be  amortized  but are  subject  to  impairment
tests,  performed at least  annually,  in accordance  with the Statement.  Other
intangible  assets will continue to be amortized  over their useful lives.  .The
Company has  revaluated  the carrying value of goodwill and has written down the
asset by $216,379 in 2003 and $108,190 in 2004.

Use of Estimates

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

Cash and Cash Equivalents

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

Income Taxes

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




                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004




Earnings Per Share

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

Product Warranty

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



Advertising Costs

Advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling,  general and  administrative  expenses for the years ended December 31,
2004 and 2003, were approximately $44,063 and $216,248.

Fair Value of Financial Instruments

The values the Company  presents  for  financial  assets and  liabilities  as of
December 31, 2004 (including  cash and cash  equivalents,  accounts  receivable,
restricted  cash,  accounts payable and accrued  expenses)  approximate the fair
market value of these assets and liabilities  due to their short  maturity.  The
fair value of notes payable approximates carrying value at December 31, 2004.

Recently Issued Accounting Standards

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



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004



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

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

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



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004



Litigation

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

4. STOCKHOLDERS' EQUITY

Common Stock

The following common stock transactions occurred in fiscal year 2003:

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

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

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

The following common stock transactions  occurred during the year ended December
31, 2004:

During the second  quarter ended June 30, 2004,  the Company sold 125,976 shares
of common  stock at a range of $1.00 to $1.20  totaling  an amount of  $150,850.
Also during the year, the Company issued and delivered common stock  subscribed,
totaling 231,666 shares, and canceled 106,250 shares of common stock.



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004

5. BANK LINE OF CREDIT

On May 31, 2001,  Europhone USA received a revolving line of credit  providing a
$300,000  line of credit from the Ponce De Leon  Federal  Bank and is payable in
monthly installment payments of $4,980 including interest at 9%. At December 31,
2004,  the  balance  due was  $253,974.  The  line of  credit  has the  personal
guarantee of Mr.  Koutsobinas.  Also as of December 31, 2004,  the Company had a
bank overdraft of $34,063.

6. LEASES

The Company  sub-leases eight rooms of office space from Olympic Telecom,  Inc.,
based on a lease agreement for the Landlord Ernest Simons Company, Inc., located
at 181 Westchester Avenue, Port Chester,  New York. The sub-lease is in the name
of ICT Technologies, Inc. and is for a period extending from February 1, 2005 to
January 31, 2009. Future commitments for minimum lease rentals are as follows:
      2005                 $28,620
      2006                 $30,051
      2007                 $31,554
      2008                 $33,131

Rent expense  including  common area charges under operating  leases was $91,391
and  $87,939  for the years  ended  December  31,  2004 and 2003,  respectively.
Obligations under capital leases are not significant.

7. INCOME TAXES

A deferred income tax asset is established for the complete amount of income tax
benefits  available in future  periods from the assumed  realization  of tax net
operating  loss  carryforwards.  In  addition,  a  deferred  income tax asset or
liability  is  established  for the  complete  amount of income tax  benefits or
liabilities from the effect of temporary differences.  The components of the net
deferred  income tax assets as of December 31, 2004,  were as follows:  Deferred
income tax assets:
    Net operating loss carryforwards                     $ 5,331,589
    Valuation allowance                                  ( 5,331,589)
                                                        ---------------
Net deferred income tax assets                               $    0
                                                              =======



                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004



At  December  31,  2004,  the  Company  has  federal  and state  income tax loss
carryforwards of approximately  $5,331,589 which expire through 2020, subject to
the  limitations  of the IRC Section  382.  The Company has provided a valuation
allowance  of  $5,331,589  at  December  31,  2004,   because,  in  management's
assessment,  it is uncertain  whether the net deferred income tax assets will be
realized.

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

8. Related Party Transactions

     The Company is obligated to repay moneys advanced by officers and directors
     of the company aggregating $1,616,656 payable without interest on demand.

9.  Supply Agreements

     The Company,  through its subsidiaries  has entered into various  marketing
     agreements for the purchase of air  conditioners,  cellular  telephones and
     motor  scooters  with  various  companies  in the  PRC.  The  terms  of the
     agreements  grant  rights to market  these  products in the North  American
     Continent and certain European countries. The terms of these agreements run
     essentially  to March 31, 2007 and have  minimum  order  requirements  with
     agreed  increases on an annual basis.  As of December 31, 2004, the Company
     has not met the minimum order  requirements  under these agreements because
     of delays in obtaining  approvals by various agencies in the United States.
     The Company  through its  subsidiaries  has  acquired the right to use such
     trade names as Eurospeed and Eurokool.

10.  Business Segment Information

The Company has identified two reportable  business  segments:  air conditioners
and long distance telecommunications services. The retail telecommunications


                             ICT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004


services  business segment  includes  [domestic and  international]  prepaid and
rechargeable  calling cards, and consumer long distance  services to individuals
and businesses.

The Company  evaluates the performance of its business  segments based primarily
on operating  income  (loss) after  depreciation,  amortization  and  impairment
charges, but prior to interest income (expense), other income (expense),  income
taxes,  extraordinary  items and cumulative  effect of accounting  changes.  All
corporate overhead is allocated to the business segments based on time and usage
studies,   except  for  certain  specific  corporate  costs,  such  as  treasury
management and investment-related costs, which are not allocated to the business
segments. Operating results and other financial data presented for the principal
business segments of the Company for the year ended December 31, 2004 and 2003.
                                                   December 31,    December 31,
                                                        2004               2003
  Durable goods                                       $    0           $136,000
  Long Distance telephone                             23,276             15,296
  Prepaid telephone cards                             75,477             51,717
                                                    ---------         ---------
      Total revenues                                $ 98,753           $203,013
                                                      =====             =====
Revenue  from  customers  located  outside  of  the  United  States  represented
approximately  94.6%,  of total  revenues for the year ended  December 31, 2003,
with Greece representing most sales.

Revenue  from  customers  located  outside  of  the  United  States  represented
approximately  91.5%,  of total  revenues for the year ended  December 31, 2004,
with Greece representing most of the sales.

11. Payroll Tax Liability

As of December 31,  2004,  the Company has incurred  payroll tax,  penalty,  and
interest  charges  totaling  $520,385.  Management  is in the  process of making
arrangements for installment agreements with the appropriate tax authorities.

These  taxes  are  subject  to the  collection  powers  of the IRS  that  may be
commenced at any time and which,  if made,  could result in levies upon the bank
accounts, and potentially seizure of assets. Any such activities could result in
the cessation of business activities.

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

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

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

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

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

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

                  PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The  names,  ages,  positions  and  offices  held by each  of our  officers  and
directors are shown on the following table.
Name                       Age         Position

Vasilios Koutsobinas         50    Chairman, Chief Executive Officer

Joshua Shainberg             49    President, Director

Andrew Eracleous             76    Chief Financial Officer, Director

Vasilios  Koutsobinas has served as the Chairman and Chief Executive  Officer of
ICT  Technologies,  Inc. since May 2002. Prior to joining ICT Technologies  (and
simultaneously with his service to ICT Technologies), Mr. Koutsobinas had served
as chief executive officer of the Eurogroup of Companies, which included several
subsidiaries  contributed to ICT Technologies in the 2002 Transaction as well as
EurophoneUSA,  since  March  17,  2000.  Mr.  Koutsobinas  has  over 25 years of
experience  in the  import/export  field  which he engaged  in  through  private
companies of his own. In addition, he served as President of Uncle Bill's, Inc.,
a private  corporation in the  restaurant  business from  approximately  1997 to
2001.

Joshua Shainberg has been the President and a Director of ICT Technologies, Inc.
since  February  1997.  During  the  past  five  years  Mr.  Shainberg  has been
self-employed as a private investor.

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.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

In December  1998,  Joshua  Shainberg  submitted an Offer of  Settlement  to the
National Association of Securities Dealers,  Inc., which was accepted,  pursuant
to which he was censured and barred from  association  with any NASD member.  On
November 10, 1999, he became a  co-defendant  in an action by the Securities and
Exchange Commission in the United States District Court for the Eastern District
of New York alleging  violations of sections  10(b) and 17(a) of the  Securities
Act.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Since  January  1,  2004,  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, 2004.

ITEM 10. EXECUTIVE COMPENSATION

The following Summary  Compensation  Table sets forth, for the three years ended
December 31, 2004, the compensation for services in all capacities earned by all
persons serving as the Company's  Chief  Executive  Officer during 2004 and each
other  executive  officer  whose total  annual  salary,  bonus and other  annual
compensation   may  have  exceeded   $100,000  in  2004  (the  "Named  Executive
Officers").
                               SUMMARY COMPENSATION TABLE
                                                                          Other
Name and Principal Position  Year   Salary   Bonus  Compensation   Compensation

Vasilios Koutsobinas         2004    $-0-     -0-       -0-                -0-
Chief Eexecutive Officer     2003    $-0-     -0-       -0-                -0-
                             2002    $81,096  -0-      $4,666          $11,832

Joshua Shainberg n1/         2004    $20,000  -0-        -0-               -0-
President                    2003    $-0-     -0-        -0-               -0-
                             2002    $-0-     -0-        -0-               -0-

Andrew Eracleous             2004   $32,730  - 0 -      - 0 -               -0-
Chief Financial Officer      2003   $32,730  - 0 -      - 0 -               -0-
                             2002   $31,000  - 0 -      - 0 -      $100,000(n2)

n1/ The  Board of  Directors  has not yet  made a  determination  regarding  Mr.
Shainberg's   compensation   package.   It  is   anticipated   that  after  such
determination is made, a retroactive adjustment for 2004 may be made.

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

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

DIRECTOR COMPENSATION

Each non-management director of ICT Technologies,  Inc. is paid $24,000 per year
for his services as a director. No payments were made to the directors in 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth certain  information,  as of December 31, 2004,
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                        89.9%
Joshua Shainberg                 877,230                         1.0%
Andrew Eracleous                 839,950                         1.0%

All executive officers and directors as a group:

3 persons                     79,198,855                        91.9%

(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
$1,616,656 at December 31, 2004.

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

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

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

As described more fully under  "Business - Overview",  from the date of the 2002
Transaction  through May 10,  2005,  Europhone  USA,  which was wholly  owned by
Vasilios Koutsobinas until such date, performed certain distribution  agreements
to which it was a party as agent for ICT  Technologies,  Inc.  Europhone USA and
Olympic Telecom,  also controlled by Mr. Koutsobinas,  are sub-tenants under the
lease relating to the executive offices occupied by the Company.

In February,  2005, Joshua Shainberg,  President of the Company,  transferred by
gift 4,000,000  shares of the Companys  common stock to an unrelated party. Mr.
Koutsobinas has not, at the date of this report,  chosen to waive the provisions
of the agreement between himself and Mr. Shainberg limiting transfers.

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, 2004.

ITEM 14. CONTROLS AND PROCEDURES

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

SIGNATURES

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

                    ICT TECHNOLOGIES, INC.

May 18, 2005             /s/ Vasilios Koutsobinas
                                  Vasilios Koutsobinas
                                  Chief Executive Officer, Director
                                  (Principal Executive Officer)

May 18, 2005            /s/ Andrew Eracleous
                                 Andrew Eracleous
                                 Chief Financial Officer, Director
                                 (Principal Financial and Accounting Officer)




                 CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER

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

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

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

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

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

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

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

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

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

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

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

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

Date: May 18, 2005

                           /s/ Vasilios Koutsobinas
                             Vasilios Koutsobinas
                             Chief Executive Officer



                 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

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

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

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

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

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

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

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

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

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

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

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

Date: May 18, 2005

                             /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

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

21   List of Subsidiaries

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

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

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

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

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

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

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



Exhibit 21

List of Subsidiaries of ICT Technologies, Inc.

Europhone, Inc.

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


Exhibit 99.1

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

In connection with the Annual Report of ICT  Technologies,  Inc. (the "Company")
on Form  10-KSB  for the  period  ended  December  31,  2004 as  filed  with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Vasilios Koutsobinas,  Chief Executive Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

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

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

May 18, 2005




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,  2004 as  filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Andrew
Eracleous,  Chief  Financial  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to my knowledge:

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

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

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

May 18, 2005