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, 2002
                                       OR
    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                          For the transition period to

                        Commission file number 000-29805

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

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

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

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

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

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $.01 per share

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

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

The issuer's revenues for its most recent fiscal year were: $382,122

The aggregate market value of the voting Common Stock held by  non-affiliates of
the issuer, based on the closing sales price of $6.25 per share, was $20,378,418
as of December 31, 2002.

At December 31, 2003, the registrant had outstanding 92,043,492 shares of Common
Stock, par value $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-KSB  incorporates  certain information
by reference  from the  definitive  Proxy  Statement for the  registrant's  2003
Annual Meeting of Stockholders.

Transitional Small Business Disclosure Format (check one):


Yes [   ]         No   [X]



TABLE OF CONTENTS

PART I
ITEM 1  DESCRIPTION OF BUSINESS                                              3
ITEM 2  DESCRIPTION OF PROPERTY                                             10
ITEM 3  LEGAL PROCEEDINGS                                                   11
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 11

PART II
ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            11
ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS          12
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                                              23
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      23
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      24
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K                                    24
ITEM 14 CONTROLS AND PROCEDURES                                             24



ICT TECHNOLOGIES, INC.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Unless the context otherwise requires,  (i) all references to "ICT Technologies"
or  the  "Company"  include  ICT   Technologies,   Inc.  and  its  wholly  owned
subsidiaries  Europhone Inc.,  EurophoneUSA,  Inc.,  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"), the accounting predecessor of the Company.

FORWARD-LOOKING AND THIRD PARTY STATEMENTS

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

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

BUSINESS OVERVIEW

ICT  Technologies  is a  holding  company  for  products  and  services  in  the
telecommunications and consumer durables sectors.  During 2002, ICT Technologies
completed  shipments of prepaid  telephone  calling  cards  (variable  rate) and
sample shipments of air conditioning  units to distribution  channels in Europe,
generating  its  first  revenues  in each of  these  areas,  and  continued  the
operation of EurophoneUSA's historical  telecommunications business as described
below.  ICT  Technologies  has established  distribution  relationships  for the
following additional products and services and commenced pre-launch marketing of
these products and services during 2002:

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

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

ICT  Technologies'  focus as a distribution  company was  established  through a
transaction  (the  "2002   Transaction")  with  Mr.  Vasilios   Koutsobinas  and
EurophoneUSA,  which  was  effective  as of May 9,  2002.  Pursuant  to the 2002
Transaction,  Mr.  Koutsobinas  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 business

At the  time of the  2002  Transaction,  EurophoneUSA  was  wholly  owned by Mr.
Koutsobinas, who became the controlling stockholder of ICT Technologies, Inc. as
a result of the 2002 Transaction.  The contract conveyances included in the 2002
Transaction were  implemented by a share issuance  agreement of a 100% ownership
interest in Europhone  Inc., the holder of the  manufacturing  contracts and the
Canquest Online contract  described  above, and by  EurophoneUSA's  agreement to
perform the remaining contracts described above as agent for the Company.

Mr. Vasilios  Koutsobinas became the chairman and chief executive officer of ICT
Technologies upon completion of the 2002 Transaction.  Mr.  Koutsobinas has over
25  years  of  experience  in  product  sourcing  and  contract   manufacturing,
particularly in the PRC.

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

BUSINESS SEGMENTS

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

Telecommunications

                        Long Distance Service

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

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

ICT  Technologies  began  providing  long  distance  service in October 2002 and
served approximately 4,000 long distance subscribers at December 31, 2002.

                        Prepaid Calling Cards

The Europhone  Prepaid Phone Card is a  residential  and corporate  product that
allows users to purchase a designated  amount of long  distance  minutes to make
calls,  from virtually any phone or country  worldwide,  without  worrying about
having the correct amount of change or being 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 18-month expiration period.

All  air  time  for  the  Europhone  Prepaid  Phone  Card  is  provided  to  ICT
Technologies by Canquest.  ICT  Technologies  maintains a security  deposit with
Canquest  against which air time charges are debited as calls are made by users.
ICT  Technologies'  agreement  with  Canquest  for the  provision of air time is
effective through October 27, 2003,  subject to automatic 12-month renewal if no
termination notice is delivered by either party.

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

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

The Europhone Prepaid Phone Card can be sold as a Europhone branded product,  as
has  principally  been the case to date,  or as a  private  label  product.  ICT
Technologies   previously   operated   a  private   label   program   with  9278
Communications Inc. but this program was discontinued.

                Internet Service

Prepaid  Internet  Service.  The  Company  has entered  into an  agreement  with
Canquest  Online  covering  the  period  through   December  17,  2004  for  the
distribution of prepaid internet service, in the form of compact disks,  through
online  and  point-of-sale  activated  channels.  ICT  Technologies  intends  to
commence  distribution of its Goeurophone  prepaid  internet access compact disk
during 2003.  The compact  disk can be inserted in any  computer  with a dial-up
capability  and used to browse the web.  In  addition,  each  compact  disk will
provide the user with e-mail  hosting  services for up to five e-mail  addresses
that can be used to send and  receive  e-mail.  Users will also be entitled to a
customized home page.  Unlike  traditional  internet and hosting  services,  the
Goeurophone  prepaid  internet  compact disk will permit users to gain access to
these services  without the need for a credit card and without any commitment to
subscribe for ongoing services.  Goeurophone prepaid internet compact disks will
be sold in  denominations  of $10 for 10 hours of internet access and $20 for 22
hours of internet access.

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

ISP Service.  ICT Technologies  intends to offer flat-rate,  unlimited  internet
access as an agent of ISP services provided by PowerNet Global. ICT Technologies
plans to begin marketing this service during 2003 to retail customers as well as
to the small office/home  office market.  The service will include web and email
hosting:  users will be provided with up to five e-mail addresses and a personal
home page.  The ICT  Technologies  internet  access service will be supported by
24-hour a day, 7-day-a-week technical assistance provided by PowerNet Global.

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

Telephones

ICT Technologies has entered into an agreement to distribute  mobile  telephones
that are  manufactured by Ningbo Bird  Corporation  Ltd.  ("Ningbo") of the PRC.
Pursuant to this agreement,  which will come into effect upon the first shipment
of mobile  telephones to ICT  Technologies,  ICT  Technologies has the exclusive
right to distribute  specified  models of mobile phones  manufactured  by Ningbo
outside the PRC through June 1, 2007. ICT  Technologies has agreed to purchase a
minimum of 500,000  mobile phones per year (or 40,000 per month) during the term
of the agreement;  if ICT Technologies purchases less than 400,000 mobile phones
each year (or 30,000 per month),  the agreement can be terminated  automatically
by Ningbo.  The prices of the mobile  phones are to be adjusted  each quarter by
agreement of the parties based upon market conditions.

Ningbo is the second largest  manufacturer  of mobile  telephones in the PRC. It
was listed on the Shanghai Stock Exchange as of July 2000.

Air Conditioners

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

ICT  Technologies'  distribution  agreement with Chigo covers the period through
January 31, 2007.  Pursuant to this agreement,  ICT Technologies is appointed as
the sole agent for the  distribution of Chigo products  bearing both the "Chigo"
and "Eurokool"  brand names in North,  South and Central  America,  and parts of
Europe,  except that  distribution is only permitted under the "Eurokool"  brand
name in  countries  or regions  where  sales of "Chigo"  branded  products  have
already taken place.  ICT  Technologies  agreed to purchase a minimum of 200,000
air  conditioners  in the year ending  December  31, 2003 and must  increase its
purchases  by 50% in each  contract  year  thereafter.  Compliance  with minimum
ordering  requirements  is to be tested  monthly,  and the  failure  to meet any
month's minimum could lead to cancellation of the agreement by Chigo.  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  four  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.  The price for the air conditioning units is
negotiated by the parties in connection with each purchase order.

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

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.
The price for the  motorcycles  is negotiated by the parties in connection  with
each purchase order.

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

SUPPLY AND SALE TERMS

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

It is expected that  distributors  engaged by ICT Technologies will make payment
for distributed  products under a variety of terms. Air conditioners are shipped
to Botzakis on 180-day  terms,  with the  purchase  orders  supported  by a bank
guaranty posted by Botzakis. Similarly,  distributors of prepaid phone cards are
currently  invoiced  at the time of  shipment on 180-day  terms.  Other  payment
mechanisms that may be employed by ICT Technologies include T/T (similar to cash
on delivery), letters of credit, and open account.

SALES, DISTRIBUTION AND MARKETING

ICT Technologies  employs 7 individuals  involved in sales and marketing.  These
employees focus on long distance  service sales and prepaid  telephone cards. In
addition,  the Company  expects to engage an  independent  distributor in Europe
that  will be  responsible  for  promoting  sales  and the  distribution  of its
products in Europe (including the Balkans), as well as the Middle East.

ICT Technologies  engages independent  distributors to increase the scope of its
sale efforts.  Independent  distributor  relationships have been established for
the sale of  prepaid  telephone  cards and air  conditioners.  ICT  Technologies
intends to establish distribution relationships in connection with the marketing
of additional products.

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

SEASONALITY

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

EMPLOYEES

ICT Technologies has 18 full-time employees and 2 part-time  employees.  None of
the  Company's  employees  are  represented  by a labor  union  and the  Company
considers its employee relations to be very good.

GOVERNMENT REGULATION

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

Motorcycles.  The motorcycles to be distributed by ICT  Technologies are subject
to  certification  by the  U.S.  Environmental  Protection  Agency  ("EPA")  for
compliance  with  applicable  emissions and noise  standards,  and by California
regulatory  authorities  with respect to emissions,  tailpipe,  and  evaporative
emissions  standards.  ICT Technologies'  motorcycle  products have not yet been
certified to comply with these  standards.  ICT Technologies has been advised by
Giantco that the  motorcycles to be distributed  already meet the more stringent
certification  standards  adopted  by the EU,  and  that  Giantco  believes  its
applications for federal and California  certification  would be approved in due
course without extended delay.

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) in the second
quarter of 2003.

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

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

State and Foreign Laws. ICT Technologies'  products and services are distributed
and/or accessible worldwide, which require compliance with the laws of different
jurisdictions.  To comply with foreign regulations, ICT Technologies secured the
necessary approvals to conduct business in various continents and regions of the
world.  Failure  to comply  with local laws would  prevent  the  fulfillment  of
contract  obligations  relating to the sale and  distribution  of the  Company's
products.  Furthermore,  such legislation would subject the Company to taxes and
penalties for failing to qualify as a legitimate corporation.

COMPETITION

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

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

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

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

Mobile Telephones. The mobile telephone market is filled with large, established
competitors  such as Kyocera,  LG,  Motorola,  Nokia, and other well-known brand
names.  These  companies  offer a variety of  telephones  tailored to the unique
needs of  their  users.  Quite  often,  price,  quality,  styling,  portability,
efficiency,  available services,  and product features determine the competitive
market  factors.   ICT  Technologies'  3G  GSM-enabled   tri-band  mobile  phone
offerings,   bearing  the  Europhone  trademark,  will  incorporate  the  latest
technology and are expected to compete against those of larger competitors,  and
other manufacturers worldwide 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 75%
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 expects it will be able to compete very
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.

Deregulation  in  other   countries  could  also  result  in  significant   rate
reductions.  Given  these  circumstances,  it  is  anticipated  that  additional
competitors  would be attracted to the prepaid  card market.  These  competitors
include Internet-based service providers and other telecommunications companies.
Thus,  competition  from  existing  competitors  or new  market  entrants  could
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  consider the amounts spent by it for research and development
during 2002 and 2001 to be immaterial.

ENVIRONMENTAL MATTERS

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

ITEM 2.  DESCRIPTION OF PROPERTY

ICT  Technologies  occupies  office  space at  Crossroads  Plaza at 33 West Main
Street, Elmsford, New York 10523 which it subleases on a pass-through basis from
EurophoneUSA.  Prior to April 29,  2003,  EurophoneUSA  was wholly  owned by Mr.
Koutsobinas, the majority stockholder of ICT Technologies.  The annual rental is
$51,471. The lease expires December 31, 2004.

ITEM 3.  LEGAL PROCEEDINGS

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

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

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

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

                                    HIGH            LOW

YEAR ENDED DECEMBER 31, 2001
First Quarter                      $2.00          $0.563
Second Quarter                     $1.01           $0.58
Third Quarter                      $1.50           $0.58
Fourth Quarter                     $2.15           $1.25
YEAR ENDED DECEMBER 31, 2002
First Quarter                      $2.50           $1.25
Second Quarter                     $2.85           $0.80
Third Quarter                      $3.20           $2.20
Fourth Quarter                     $6.25           $2.50

As of December 31, 2003, there were  approximately  92,043,492  record owners of
our Common Stock.

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

During August  through  November  2002, the Company issued 112,100 shares of its
Common  Stock in a  private  placement  that was  exempt  from the  registration
requirements  of the  Securities  Act of 1933  pursuant to Rule 506  promulgated
thereunder.  Of these shares,  76,100 were sold for $1.00 per share,  and 36,000
shares were sold for $1.50 per share. The Company received  proceeds of $130,100
from such  offering.  Subsequent  to December  31, 2002,  the Company  issued an
additional  48,000 shares in such private placement at a purchase price of $2.00
per share.

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  prospectus  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.

Critical Accounting Policies and Estimates

     Our results of  operations  are based on the  preparation  of  consolidated
financial statements in conformity with accounting principles generally accepted
in the U.S.  The  preparation  of  consolidated  financial  statements  requires
management to select accounting  policies for critical  accounting areas as well
as  estimates  and  assumptions   that  affect  the  amounts   reported  in  the
consolidated  financial  statements.  Significant  changes in assumptions and/or
conditions  in our critical  accounting  policies  could  materially  impact our
operating results.

     Our  significant  accounting  policies  are  described  in  Note  3 to  the
consolidated  financial  statements  included  in Item 8 of this Form  10-K.  We
believe our most critical  accounting policies include revenue recognition as it
relates  to the  recognition  of income for the sales of our  prepaid  telephone
cards.

As of December 31, 2002, the Company's  products  consist of prepaid phone cards
and air conditioning equipment.  Service revenue is generated primarily from the
sale of prepaid phone cards.  The Company sells its products  primarily  through
distributors. Such distribution agreements do not normally grant the distributor
the right to return  unsold  products.  To the extent  distributors  are granted
return rights for unsold equipment and prepaid phone cards,  sales  transactions
to the  distributors  are accounted for as deferred  revenue until  products are
sold by the distributor.

Communications  services are  recognized  as revenue when services are provided.
Revenue on sales of prepaid  calling  cards is deferred  upon  activation of the
cards and recognized as the card balances are decremented  based on minute usage
and service  charges.  Unused balances are recognized as revenue upon expiration
of the calling cards,  which is generally the later of eighteen  months from the
date of first use and twelve months from activation.

Revenue  from the sale of long  distance  services  is  provided  by one carrier
earned on a commission basis.

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


     Consistent with Statement of Financial  Accounting  Standards  ("SFAS") No.
142,  "Goodwill and Other Intangible  Assets,"  goodwill is no longer amortized,
but instead tested at least annually for impairment. Prior to 2002, goodwill was
amortized using the straight-line method over its estimated period of benefit of
15 years.  We have not recorded any  impairments of goodwill since adopting SFAS
No. 142.

     Consistent with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived  Assets," we evaluate  long-lived  assets for impairment and assesses
their  recoverability  based upon  anticipated  future cash flows.  If facts and
circumstances  lead us to  believe  that  the cost of one of our  assets  may be
impaired,  we will write down that  carrying  amount to fair value to the extent
necessary.  We have not  recorded any  impairments  of  long-lived  assets since
adopting SFAS No. 144.

Business Activities

     The Company was dormant  until  December  31, 1996 when we entered into the
business of selling artwork and antiques.  We have experienced  minimum revenues
from the sale of artwork and on May 29, 2002,  we entered into an agreement  for
the  purchase of certain  assets and the  business  of  EurophoneUSA,  Inc.  and
Europhone,  Inc. ("Europhone"),  both of which were wholly owned by Mr. Vasilios
Koutsobinas for an aggregate of 78,000,000 shares of our common stock.

     We issued an aggregate  of  78,000,000  common  shares of the Company in an
acquisition  with  ,  Vasilios  Koutsobinas  for  all of the  capital  stock  of
EurophoneUSA. At the time of the Acquisition, 100 % of the outstanding shares of
EurophoneUSA  was owned by Mr.  Koutsobinas.  The purchase  price for accounting
purposes is based on the purchase  price agreed to by the Company at the time of
the  acquisition.  Following the  transaction,  the one shareholder of Europhone
USA,  held  approximately  84.7 % of  the  Company.  As  such,  the  controlling
shareholder of Europhone, controlled the Company following the Acquisition.

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

The following  shows the  allocation of the purchase  price to the assets of the
Company.

        Assets acquired at fair value                     $  226,414
        Liabilities assumed at fair value                  ( 435,963)
        Goodwill                                             287,549
                                                            ----------
            Purchase price                                  $ 78,000
                                                             =======

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

     We market prepaid phone cards,  for both  residential  and corporate  uses,
that allow users to purchase a  designated  amount of long  distance  minutes to
make calls from  virtually  any  telephone  or country  worldwide.  Through this
product,  we earn a gross profit of approximately  36% of the face amount of the
phone card.  The phone card can be used until air time  charges  equal the total
value of the card, subject to an 18 month expiration  period.  Revenue for these
prepaid phone cards is deferred, recognized upon first usage, and then allocated
to revenue. As of December 31, 2002, our prepaid phone cards are being sold both
domestically  and in Greece.  In  December,  2002,  we shipped an  aggregate  of
$1,289,340  in  prepaid  phone  cards  to  two  distributors  in  Greece  on  an
essentially consignment basis. The invoices become due upon the first use of the
telephone  cards by the  subscribers.  Included in this  shipment  were $541,140
worth of prepaid phone cards shipped to Antiko Travel,  which is wholly owned by
the daughter of Mr. Koutsobinas. Revenue from the sale of prepaid phone cards is
recognized  upon  activation  by the end-user.  Phone card service  revenues are
recognized as the end-user utilizes the cellular airtime.

     In addition to these products which served as the basis of revenue  sources
for the year ended  December  31,  2002,  we have also entered into an agreement
with  Canquest  Online  covering  the period  through  December 31, 2004 for the
distribution of prepaid internet service, in the form of compact disks,  through
online and point-of-sale  activated channels. We intend to begin distribution of
this product during 2003.

     We have entered into an agreement to distribute  mobile telephones that are
manufactured by Ningbo Bird Corporation, Ltd. ("Ningbo") of the Peoples Republic
of China ("PRC").  Pursuant to this agreement,  which will come into effect upon
the first  shipment of mobile  telephones to us, we have the exclusive  right to
distribute  specified  models of mobile  phones  outside the PRC through June 1,
2007. We have agreed to purchase a minimum of 500,000 mobile phones per year (or
40,000 per month)  during the term of the  agreement.  If we purchase  less than
400,000  mobile  telephones  each year (or  30,000  per  month),  the  agreement
terminates  automatically.  The purchase price of the mobile  telephones will be
adjusted each quarter by agreement of the parties, based upon market conditions.
As of December 31, 2002,  we have  received  samples of the cellular  telephones
that we plan to sell and have not derived any revenue.

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

     Our distribution agreement with Chigo covers the period through January 31,
2007. We are the sole agent for the  distribution of Chigo products  bearing the
"Chigo" and  "Eurokool"  brand names in North,  South and Central  America,  and
parts of Europe, except that distribution is only permitted under the "Eurokool"
brand name in countries or regions where sales of "Chigo" branded  products have
already  taken  place.  We are  obligated  to  purchase a minimum of 200,000 and
80,000 air conditioners from Chigo and Richvast respectively, in the year ending
December  31, 2003.  With regard to the Chigo  agreement,  we must  increase our
purchases by 50% year over year for the duration of the contract. As of December
31, 2002, we have shipped our first order of 250 air  conditioners,  aggregating
$106,000, to one customer in Greece.

     We have also entered into an agreement with Giantco,  Limited of Hong Kong,
PRC  ("Giantco")  for  the  worldwide  distribution  through  March  1,  2007 of
motorcycles  manufactured by Giantco and bearing the  "Eurospeed"  brand. We are
obligated  under the agreement to purchase at least 30,000  Giantco  motorcycles
per year and at least 2,000  Giantco  Motorcycles  per month.  The price for the
motorcycles  will be negotiated by the parties in connection  with each purchase
order.  As of December  31,  2002,  we have not  generated  any revenue and have
samples of these motorcycles in inventory.

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

     These  activities  were funded through the sale of 264,167 shares of common
stock for an aggregate  consideration  of $537,084 and we have  received  common
stock subscriptions for an additional 112,100 shares of common stock aggregating
$130,100.  Subsequent to the date of our financial statements,  we have received
additional  subscriptions  for an  additional  48,000 shares of our common stock
aggregating  $96,000.  We have also  funded our  operations  and growth  through
officer  loans  from  Mr.  Vasilios   Koutsobinas  and  Mr.  Joshua   Shainberg,
aggregating $1,108,140 as of December 31, 2002.

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


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

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

                                                 December 31, December31,
                                                    2002           2001

Revenue
  Durable goods                                 $106,000  27.7% $15,215  100.0%
    Long Distance telephone                       14,745   3.9%
  Prepaid telephone cards                        261,377  68.4%
                                               ---------  -----   -------  -----
Total revenues                                   382,122  100.0%  15,215  100.0%

Cost of goods sold
  Telephone cards                                153,328  40.1%
  Air conditioners                                73,000  19.1%
  Art work                                                         11,410  75.0%
Total cost of goods sold                         226,328   59.3%   11,410  75.0%

Gross profit                                     155,794   40.8%    3,805

Operating expenses
  Selling, general and administrative          1,116,256  292.1%   55,431  25.0%
  Non-cash compensation-issuance of stock        154,107  40.3%
  Depreciation                                    17,800   4.7%
                                             -----------  ------   ------   ----
Total operating expenses                       1,288,163  337.1%   55,431   25.%

Income (loss) from operations                 (1,132,369) 296.3% (51,626) 339.3%
Other income
  Interest income                                     121   0.0%
                                                   ------
Total other income                                    121   0.0%

Net income (loss)                             $(1,132,248)296.3% $(51,626)339.3%

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


     For the year ended  December 31, 2002,  the Company  generated net sales of
$382,122 as  compared to $-0- for the year ended  December  31,  2001.  Revenues
consisted of $106,000 in air  conditioners,  $14,745 in Long distance  telephone
service and $261,377 in prepaid  telephone  calling cards. The revenues from the
sales of air conditioners  were generated from customers in Greece. Of the sales
in  pre  paid  calling  cards,  approximately  $228,000  were  generated  in the
continental United States and $33,377 from distributors in Greece. Revenues from
long distance telephone service was from domestic retail customers.

The  Company's  cost of goods  sold for the year  ended  December  31,  2001 was
$11,410  representing  the cost of the artwork being sold and cost of goods sold
for the year ended December 31, 2002 was  $226,328.Costs of services for the pre
paid  telephone  calling  cards was $153,328 or 58.7% of revenue  while costs of
goods sold for air conditioners was $73,000 or 68.9%.

Our gross  profit for the year ended  December  31,  2001 was $3,805 or 25.0% of
sales.

Our gross profit for the year ended  December 31, 2002  aggregated  $155,794 for
all categories of revenues.  Our gross profit from the sales of air conditioners
was $33,000 or 31.1% or revenues.  Our gross profit from the revenues  generated
from the sale of pre paid calling cards and long distance telephone services was
$108,049 or 41.3% of revenues.


     The  Company's  selling,   general  and  administrative   costs  aggregated
approximately  $55,431  for the year ended  December  31,  2001,  as compared to
$1,116,256  for the year ended  December  31, 2002,  representing  a increase of
$1,060,825.  The aggregate of $55,431  consists of the  following:  professional
fees of $43,002;  officer's salary of $1,600;  stock transfer and corporate fees
of $6,850; and office expenses of $3,979.  The aggregate of $1,116,256  consists
of travel and entertainment  $33,903;  Legal and professional expenses $168,648;
consulting fees $198,107 of which $154,107 was non cash compensation through the
issuance  of shares of common  stock;  commissions  of $48,524;  advertising  of
$28,508; payroll selling,  general and administration of $309,832;  insurance of
$36,652; rent expense of $98,987;  repairs and maintenance of $9,033;  telephone
expense of $122,245; and office expense of $61,817.

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

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


Liquidity and Capital Resources

The Company's cash increased from $-0- at December 31, 2001 to a cash balance of
$267,735 at December 31, 2002. Working capital at December 31, 2002 was negative
at $610,025.  For the year ended December 31, 2001, working capital was provided
by management  aggregating  $767,797;  sales of shares of our 264,167  shares of
common  stock  aggregating  $586,261  and a  capital  contribution  of  $65,000.
Management  believes  that it will be able  to  fund  the  Company  through  the
continuation  of  the  Company's  reorganization  process  until  the  Company's
marketing  strategy of increasing  revenues  from the sale of prepaid  telephone
calling cards,  long distance  telephone and prepaid  internet access cards, air
conditioners.  We also expect the  experience  an increase in revenues  from the
sales of our new products consisting of motor scooters and cellular telephones.

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

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

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

You should carefully  consider the risks and  uncertainties  described below and
the other  information in this Form 10-KSB.  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.

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

ICT Technologies is in an early stage of its proposed  development.  The Company
has no  operating  history on which to base an  evaluation  of its  business and
prospects.   Its   prospects   must  be   considered  in  light  of  the  risks,
uncertainties, expenses, and difficulties frequently encountered by companies in
their early  stages of  development,  particularly  companies in new and rapidly
evolving  markets.  To address these risks and  uncertainties  the Company must,
among other things,  implement and execute its business  strategy  successfully,
respond  to  competitive  developments,  and  attract,  integrate,  retain,  and
motivate  qualified  personnel.  There can be no assurance that ICT Technologies
will be successful in accomplishing  all of these things,  and the failure to do
so could have a material adverse effect on ICT Technologies'  business,  results
of operations,  and financial  condition.  ICT  Technologies  (prior to the 2002
Transaction),  its  senior  executives,  and the  Eurogroup  of  Companies  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.

2.   ICT Technologies Has A History of Losses, Which May Continue

The Company  incurred net losses from  operations of  $1,132,369  for the fiscal
year ended December 31, 2002. ICT  Technologies is a holding company for various
distribution  subsidiaries.  Historically,  distribution companies have produced
small margins.  There can be no assurance that ICT  Technologies  can achieve or
sustain  profitability on a quarterly or annual basis in the future. If revenues
grow slower than the Company  anticipates,  or if operating  expenses exceed ICT
Technologies'  expectations or cannot be adjusted accordingly,  ICT Technologies
will continue to incur losses.

3. 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.   Otherwise,  if  ICT
Technologies  becomes  profitable,  it may not be able to  sustain  or  increase
profitability on a quarterly or annual basis. ICT Technologies  expects to incur
additional costs and expenses in 2003 related to:

        -       Marketing and advertising related to brand development;

        -       Development and improvement of additional products and
                services;

        -       The hiring of additional personnel; and

        -       Evaluating and completing potential acquisitions of other
                businesses

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

ICT  Technologies'  success  depends,  in part,  on its ability to maintain  its
relationships  with  manufacturers  and  distributors  of its  products.  If the
Company loses its  relationships or if these parties are unable to provide these
services,  it would cause a disruption  of the Company's  business.  Some of the
contracts  under which ICT  Technologies  has obtained  distribution  rights are
subject  to  termination  on short  notice,  which  may make its  revenues  less
predictable  than might  otherwise be the case.  There can be no assurance  that
suitable replacements for these contracts could be established,  and the loss of
any  such  relationship   could  interfere  with  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 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.

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

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

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 the Company's
limited financial and personnel resources,  the Company may be at a disadvantage
in comparison to its competitors.  Nevertheless,  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  faces an inherent risk of exposure to product liability claims
in the event that the failure of its products results,  or is alleged to result,
in bodily injury or property damage.  There can be no assurance that the Company
will not experience any material product  liability losses in the future or that
it will not incur significant costs to defend such claims.

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.

6. ICT  Technologies's  Directors,  Executive  Officers,  And  Their  Affiliates
Beneficially Own Approximately 89.9% Of ICT Technologies' Stock

Mr.  Vasilios  Koutsobinas  and Mr.  Joshua  Shainberg  are  parties to a voting
agreement  pursuant to which they all agree to vote their  shares as directed by
Mr.  Koutsobinas and further agree not to dispose of more than 2,000,000  shares
of Common Stock each in any calendar year. The voting agreement  expires on June
30, 2007. The parties to the aforementioned voting agreement,  in the aggregate,
presently  own  approximately  89.4%  of the  Common  Stock.  As a  result,  Mr.
Koutsobinas  will  have  the  ability  to  control  all  matters   submitted  to
stockholders of ICT  Technologies for approval and to control the management and
affairs of ICT Technologies. Such concentration of ownership may have the effect
of delaying,  deferring,  or preventing a change in control of ICT Technologies,
impede  a  merger,  consolidation,   takeover,  or  other  business  combination
involving the Company,  or discourage a potential  acquirer from making a tender
offer or otherwise attempting to obtain control of ICT Technologies.

The market price for the  Company's  Common  Stock may be volatile,  which could
cause stockholders to lose substantial portions of their investment.

Historically, the market prices of the Company's Common Stock has 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.

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.

7. The Loss of Key Personnel Could Adversely Affect ICT Technologies' Business

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

8.   Potential Adverse Effect Of Shares Eligible For Future Sale

The Company has  outstanding  approximately  92,043,492  shares of Common Stock.
Approximately  84,538,047  such shares are subject to an  agreement  restricting
their resale prior to December 2007, but that agreement  permits the sale by the
parties  thereto of an  aggregate  of 4 million  shares per  calendar  year.  No
prediction can be made as to the effect,  if any, that the  availability of such
shares  for sale will have on the  market  prices  that may be traded on the OTC
Electronic Bulletin Board or any securities  exchange or inter-dealer  quotation
system on which the Common Stock may be listed. The possibility that substantial
amounts  of the  Company's  Common  Stock may be sold in the  public  market may
adversely effect the prevailing market prices for ICT Technologies' Common Stock
and could impair its ability to raise capital in the future  through the sale of
equity securities. Actual sales or the prospect of future sales of shares of ICT
Technologies'  Common  Stock under Rule 144 or  otherwise  may have a depressive
effect upon the price of ICT Technologies' Common Stock and the market therefor.

9.  Anti-takeover  Effects Of Provisions Of The Certificate Of Incorporation And
Delaware Law

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

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

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

ITEM 7.  FINANCIAL STATEMENTS

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

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

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

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

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

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

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

PART III

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

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

Name                            Age                        Position

Vasilios Koutsobinas            49                     Chairman, Chief Executive
Officer
Joshua Shainberg                46                     President, Director

Andrew Eracleous                74                     Chief Financial Officer,
Director

Steve Tsavaris                  53                      Director

Esmeraldo Diaz                  39                      Director

Vikentios, Bishop of Apameia    49                      Director

Paul I. Kotrotsios              47                      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.

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

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

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

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

His  Grace  Bishop  Vikentios  of  Apameia  has  served  as a  Director  of  ICT
Technologies  since February 2003. His Grace was elected as Bishop of Apameia in
April 1998.

Paul I.  Kotrotsios  has served as a Director of ICT  Technologies,  Inc.  since
February  2003.  Mr.  Kotrotsios is the founder of Hellenic News of America,  an
independent  monthly  bilingual  Greek-American  publication,  and has  been the
publisher of that publication since August 31, 1987.

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.

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

To our knowledge,  no officers,  directors or beneficial owners of more than ten
percent of any class of our company's equity securities  registered  pursuant to
Section 12 of the Exchange Act or any other person  subject to Section 16 of the
Exchange  Act with  respect  to our  company,  failed to file on a timely  basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year, which ended December 31, 2002.

ITEM 10.  EXECUTIVE COMPENSATION

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

                                SUMMARY COMPENSATION TABLE



                                                       Other Annual    All Other
Name and Principal Position Year     Salary   Bonus   Compensation  Compensation
Vasilios Koutsobinas          2002  $81,096   -0-       $4,666           $11,832
Joshua Shainberg n1/          2002     $-0-   -0-       -0-                -0-
                              2001     $-0-   -0-       -0-                -0-
                              2000     $-0-   -0-       -0-                -0-
Andrew Eracleous              2002  $31,000  - 0 -      -0 -               -0-

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

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

Director Compensation

Each non-management director of ICT Technologies,  Inc. is paid $24,000 per year
for his services as a director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth certain  information,  as of December 31, 2002,
with respect to the  beneficial  ownership of shares of Common Stock by (i) each
person known to the Company to beneficially  own more than 5% of the outstanding
shares of Common  Stock,  (ii) each  director  of the  Company,  (iii) the Named
Executive  Officer and (iv) all executive  officers and directors of the Company
as a group.


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

Vasilios Koutsobinas                    77,481,675          84.2%
Joshua Shainberg                         4,866,270           5.3%
Andrew Eracleous                           435,000            -
Steve Tsavaris                                   0            -
Esmeraldo Diaz                                   0            -
Vikentios, Bishop of Apameia                     0            -
Paul I. Kotrotsios                               0            -
All executive officers and directors as a group
(3) persons                             82,782,945          89.9%


(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] and bear
interest at 4.25% per annum, totaled $1,165,362 at December 31, 2002.

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

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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

(b) No reports or Form 8-K were filed during the fourth  quarter ended  December
31, 2002.

(c) A report of Form 8-K was filed on May 13, 2003.  The purpose of the Form 8-K
was to report changes in control of registrant,  the  acquisition or disposition
of assets, and the change in registrant's Certifying Accountant.

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 annual  report.  In designing
and evaluating the disclosure controls and procedures,  Messrs.  Koutsobinas and
Eracleous  recognized  that any  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 1, 2003             /s/Vasilios Koutsobinas
                           Vasilios Koutsobinas
                           Chief Executive Officer
                          (Principal Executive Officer)

May 1, 2003             /s/Andrew Eracleous
                           Andrew Eracleous
                           Chief Financial Officer
                          (Principal Financial and Accounting Officer)

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the following  persons on behalf of ICT  Technologies and in the
capacities and on the dates indicated.

May 1, 2003             /s/Joshua Shainberg
                           Joshua Shainberg
                           Director





CERTIFICATIONS

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; and

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- 14 and 15d-14) for the registrant and we have:

(a) designed  such  disclosure  controls and  procedures 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 quarterly report is being prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

(c) presented in this Annual Report our conclusions  about the  effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

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

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.The registrant's other certifying officers and I have indicated in this Annual
Report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 1, 2003


        /s/Vasilios Koutsobinas
        Vasilios Koutsobinas
        Chief Executive 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; and

          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- 14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures 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 quarterly report is being
prepared;

(b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

(c)  presented in this Annual Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

          6. The registrant's other certifying  officers and I have indicated in
     this  Annual  Report  whether  or not there  were  significant  changes  in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

Date: May 1, 2003


        /s/Andrew Eracleous
        Andrew Eracleous
        Chief Financial Officer



ICT TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

Report of Independent Certified Public Accountants                       F-[
Consolidated Balance Sheets as of December 31, 2002 and 2001             F-[
Consolidated Statements of Operations for the years
ended December 31, 2002 and 2001                                         F-[
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 2002 and 2001                           F-[
Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2001                                               F-[
Notes to Consolidated Financial Statements                               F-[






F-1


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying  balance sheet of ICT TECHNOLOGIES,  INC. as of
December  31,  2002 and the related  statements  of  operations,  cash flows and
shareholders'  equity for the years  ended  December  31,  2001 and 2002.  These
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

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



Drakeford & Drakeford, LLC

April 29, 2003




                             ICT TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

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

Property and equipment-net                                               49,761

Other assets
  Security deposit                                                        5,000
  Goodwill                                                              287,549
                                                                     ----------
Total other assets                                                      292,549

Total assets                                                          1,070,177
                                                                       =======

                       Liabilities and Stockholders Equity

Current liabilities
   Accounts payable and accrued expenses                               $121,475
   Officer loans payable                                              1,216,417
                                                                   ------------
Total current liabilities                                             1,337,892
                                                                  -------------
Stockholders equity
Preferred stock authorized 10,000,000 shares $0.001 par value each
At December 31, 2002 there are -0- shares outstanding
Common stock authorized 200,000,000 shares $.001 par value each,
At December 31, 2002, there are 92,043,492 shares outstanding            92,043
Common stock subscribed                                                 112,100
Additional paid in capital                                            1,917,944
Retained earnings                                                    (2,389,802)
                                                                  -------------
Total stockholders equity                                              (267,715)
                                                                    -----------
Total liabilities and stockholders equity                            $1,070,177
                                                                      ========

See notes to accompanying financial statements





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

                                                    December 31,    December 31,
                                                           2002             2001
Revenue
  Durable goods                                      $106,000           $15,215
    Long Distance telephone                            14,745
  Prepaid telephone cards                             261,377
                                                     ---------           -------
Total revenues                                        382,122            15,215

Cost of goods sold
  Telephone cards                                     153,328
  Air conditioners                                     73,000
  Art work                                                               11,410
                                                    ----------           -------
Total cost of goods sold                               226,328           11,410

Gross profit                                           155,794            3,805

Operating expenses
  Selling, general and administrative                1,116,256           55,431
  Non-cash compensation-issuance of stock              154,107
  Depreciation                                          17,800
                                                     ------------       --------
Total operating expenses                             1,288,163            55,431

Income (loss) from operations                       (1,132,369)         (51,626)
Other income
  Interest income                                          121
                                                         ------
Total other income                                         121

Net income (loss)                                   $(1,132,248)       $(51,626)

                                                        =======          =======
Net income (loss) per share -basic                      $(0.02)         $(0.01)
Number of shares outstanding-basic                   63,967,139       7,686,025
                                                     ==========      ===========

See accompanying notes to financial statements



                            ICT TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

OPERATING ACTIVITIES
 Net (loss)                                    $(51,626)            $(1,132,248)
 Adjustments for noncash and nonoperating items:
 Depreciation                                      -0-                   17,800
 Non-cash compensation-
         consulting fees paid                                           154,107
     Changes in operating assets and
     liabilities, net of acquisitions:
     Receivables                                                       (120,745)
     Inventory                                    11,410               (136,737)
     Prepaid expenses                                                    (2,797)
     Accounts payable and
      accrued expenses                            49,178                 72,297
     Officer loan payable                        (67,509)               767,797
                                                   -----                -------

    Cash provided (used) by
      operating activities                       (58,547)              (380,526)

INVESTING ACTIVITIES
    Capital expenditures                                                 (3,000)
                                                                         -------
    Cash used by investing activities                                    (3,000)

FINANCIAL ACTIVITIES
  Proceeds from sale of stock                                            586,261
  Capital contribution                                                    65,000
                                                                         -------

 Cash provided by financing activities                                   651,261
                                                                         -------

NET  (DECREASE) IN CASH                            (58,547)              267,735

CASH BALANCE BEGINNING OF PERIOD                    58,547                  -0-
                                                   -------               -------

    CASH BALANCE END OF PERIOD                       $ -0-              $267,735
                                                    =======             ========


    NON CASH ACTIVITIES:
     Interest                                        $ -0-                $-0-
     Corporate income taxes                          $ -0-                $-0-
     Business acquisition-                           $-0-               $555,124








                             ICT TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY

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

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

Issuance of shares
For acquisition of
EurophoneUSA, Inc.
And Europhone, Inc.78,000,000 78,000                                      78,000

Capital contribution                              65,000                  65,000
Issuance of shares
As consulting fees 6,093,300   6,093             148,014                 154,107

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

Common stock
Subscribed                            $112,100                           112,100

Net loss                                                  (1,132,248)(1,132,248)
               ----------   ---------  -------  -------   ----------

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








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

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

Nature of Business and Basis of Presentation

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

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

On May 9, 2002, the Company consummated an acquisition with , EurophoneUSA,  Inc
and Europhone, Inc. (Europhone USA) a New York corporation. The Company issued
an aggregate of  78,000,000  common shares of the Company in exchange for all of
the capital stock of Europhone USA. The transaction has been accounted using the
purchase  method of  accounting,  and the purchase  price of the  transaction is
based on the fair  market  value  of the  Company's  common  stock  issued.  The
purchase  price  will  be  allocated  to  the  Company's   assets  acquired  and
liabilities assumed by the Company based on their relative fair market values at
the acquisition date for as the issuance of shares of common stock.


Continuing Operations

During the period  required to develop the subscriber  base,  expand its service
coverage area and develop additional prepaid products,  the Company has required
and will  continue  to require  additional  operating  funds.  The  Company  has
suffered net losses and negative  operating cash flows since inception.  For the
year ended  December 31,  2002,  the Company had net losses from  operations  of
1,132,369,  and negative  operating cash flows of $380,526.  The Company is in a
negative working capital position at December 31, 2002 and  substantially all of
its accounts  receivable  have extended  terms  extending to June 30, 2003.  The
Company  must  fund the  purchase  of  initial  inventory  pursuant  to  various
contractual  relationships  with  suppliers  in the  Peoples  Republic  of China
(PRC). Funding for its operations has been provided primarily by officer loans
and through the  issuance of common  stock.  For the period from January 1, 2002
through  December 31, 2002,  management has provided  additional  funding to the
Company  totaling  $1,216,417 in the form of officer loans. The ultimate success
of the Company is dependent upon management's ability to market and sell prepaid
telephone  and  prepaid  internet   services  and  durable  products  at  levels
sufficient  to  generate  operating  revenues  in  excess  of  expenses.  From a
financing  standpoint,  management's focus is on securing sufficient  additional
capital  to  build  its  operating,  sales  and  marketing,  and  administrative
infrastructure  to levels  needed to generate and support the  operations of the
Company. Failure to successfully raise this additional capital to fund inventory
purchases  and  achieve  positive  cash  flows  makes the  Company's  ability to
continue  as a going  concern  uncertain.  While  management  believes  that the
Company  will be  successful  in raising the  additional  capital and  achieving
profitable  operations,  no  assurances  can be given that the  Company  will be
successful in obtaining  additional  capital or that such  financing  will be on
terms favorable or acceptable to the Company.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The  financial  statements  do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.  In  addition,  the  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.


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

In order to  provide  reliable  service to its  subscribers,  the  Company  must
continue to develop and maintain favorable relationships with telephone carriers
from which it purchases airtime.  The Company currently maintains contracts with
two  major  carrier,  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.

2. ACQUISITION AND PURCHASE PRICE ALLOCATION

The Company  issued an aggregate of  78,000,000  common shares of the Company in
exchange  for all of the  capital  stock of  Europhone  USA.  At the time of the
Acquisition,  100 % of the outstanding  shares of Europhone USA was owned by Mr.
Koutsobinas.  Of the remaining  7,686,025  shares of the Companys common stock,
4,866,270 shares are owned by one shareholder and the remaining 2,819,755 shares
are in the hands of minority  shareholders.  The purchase  price for  accounting
purposes is based on the purchase  price agreed to by the Company at the time of
the  acquisition.  Following the  transaction,  the one shareholder of Europhone
USA,  held  approximately  94.5 % of  the  Company.  As  such,  the  controlling
shareholder of Europhone, controlled the Company following the Acquisition.

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

The following  shows the  allocation of the purchase  price to the assets of the
Company.
        Assets acquired at fair value                     $    226,414
        Liabilities assumed at fair value                    ( 435,963)
        Goodwill                                                287,549
                                                         ---------------
            Purchase price                                     $ 78,000
                                                                =======


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The  consolidated  financial  statements  include the  accounts of the  Company,
Europhone USA, Inc.,  Europhone,  Inc.  EurophoneUSA,  LLC, Eurospeed,  Inc. and
Eurokool, Inc. All significant intercompany transactions have been eliminated in
consolidation.

Vulnerability Due to Certain Concentrations

Financial  instruments that potentially  subject the Company to concentration of
credit risk consist  principally of cash and cash equivalents and trade accounts
receivable.  Concentration  of  credit  risk  with  respect  to  trade  accounts
receivable is concentrated with two customers.  One customer  accounted for more
than 10% of consolidated  revenues in Fiscal 2002 for prepaid  telephone calling
cards.  This  concentration  of  revenues  increases  our risk  associated  with
nonpayment by these customers.

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

In December,  2002 the Company  shipped an aggregate  of  $1,289,340  in Prepaid
Phone Cards to three distributors of prepaid phone cards on a consignment basis.
The  invoices  become  due  upon the  first  use of the  telephone  cards by the
subscribers.  One of the  customers is a business  controlled by the Daughter of
Mr. Vasilios Koutsobinas, Chairman of the Board of the Company.

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

The  Company  does not  extend  credit to  retail  purchasers  of the  Company's
products and services.

Revenue Recognition

As of December 31, 2002, the Company's  products  consist of prepaid phone cards
and air conditioning equipment.  Service revenue is generated primarily from the
sale of prepaid phone cards.  The Company sells its products  primarily  through
distributors. Such distribution agreements do not normally grant the distributor
the right to return  unsold  products.  To the extent  distributors  are granted
return rights for unsold equipment and prepaid phone cards,  sales  transactions
to the  distributors  are accounted for as deferred  revenue until  products are
sold by the distributor.

Communications  services are  recognized  as revenue when services are provided.
Revenue on sales of prepaid  calling  cards is deferred  upon  activation of the
cards and recognized as the card balances are decremented  based on minute usage
and service  charges.  Unused balances are recognized as revenue upon expiration
of the calling  cards,  which is generally the later of six months from the date
of first use and twelve months from activation .

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  the cost to 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.

Sources of Supply

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

The Company sells prepaid  telephone  calling and prepaid  internet 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 an other  carrier in the  market.
While  management  believes  that a similar  service  could be obtained from the
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 and dial up
internet  services  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 an other  carrier in the
market or accelerate  migration to a digital product.  While management believes
that cellular  service could be obtained from the other analog cellular  carrier
in each market it serves, a disruption in the Company's cellular contracts could
affect the ability of the Company to meet its customers' requirements.

Property and Equipment

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

       Furniture and fixtures                        $13,283
       Leasehold improvements                         54,278
                                                  -----------

       Less - Accumulated depreciation
         and amortization                            (17,800)
                                                  -----------
                                                      $49,761
                                                      ======
Depreciation expense was $ -0- and $17,800 for the years ended December 31, 2001
and 2002, respectively.

Impairment of Long-lived Assets

Statement of Financial  Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of.
(SFAS 121),  establishes  accounting  standards for the impairment of long-lived
assets.  The Company  reviews its long- lived  assets,  including  property  and
equipment and intangible assets, for impairment whenever events or circumstances
indicate that the carrying  amount of an asset may not be  recoverable.  If this
review  indicates that the asset will not be  recoverable  based on the expected
undiscounted  net  cash  flows  of the  related  asset,  an  impairment  loss is
recognized and the asset's carrying value is reduced.  There were no significant
impairment losses recorded in 2002.

Goodwill

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  Under the new rules,  goodwill  and  intangible  assets  deemed to have
indefinite  lives will no longer be  amortized  but are  subject  to  impairment
tests,  performed at least  annually,  in accordance  with the Statement.  Other
intangible assets will continue to be amortized over their useful lives.

Use of Estimates

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

Cash and Cash Equivalents

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

Income Taxes

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

Earnings per Share

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

Product Warranty

All air  conditioner  sales are  covered by a one-year  manufacturer's  warranty
covering product defects.  The Company generally provides a one-year warranty on
operation of the handset due to software  defects.  To date,  the costs incurred
under this program have been minimal.

Advertising Costs

Advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling,  general and administrative  expenses for years ended December 31, 2001
and 2002, were approximately $ -0- and $28,508.

Fair Value of Financial Instruments

The values the Company  presents  for  financial  assets and  liabilities  as of
December 31, 2002 (including  cash and cash  equivalents,  accounts  receivable,
restricted  cash,  accounts payable and accrued  expenses)  approximate the fair
market value of these assets and liabilities  due to their short  maturity.  The
fair value of notes payable approximates carrying value at December 31, 2002.

Recently Issued Accounting Standards

In  June  2001,  the  FASB  issued  SFAS  No.  143,  Accounting  for  Retirement
Obligations  (SFAS 143).  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 is  required  to adopt SFAS 143 on August 1, 2002 and  expects  that the
provisions  will  not  have a  material  impact  on its  consolidated  financial
statements.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44 and 64,  Amendment of FASB  Statement  No. 13, and  Technical  Corrections
(SFAS 145).  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 FASBs 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.
IDT 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).  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.

Litigation

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

4. STOCKHOLDERS' EQUITY

Common Stock

The following common stock transactions occurred in fiscal year 2002:

On May 9,  2002,  the  Company  issued  10,000,000  shares  of  common  stock to
Europhone  USA,  Inc. and  68,000,000  shares of common  stock to Mr.  Vasilious
Koutsobinas  for all of the business and certain assets  Europhone USA, Inc. and
Europhone, Inc.. These companies are controlled by Mr. Koutsobinas. The value of
the transaction included $226,414 in assets less $435,963 in liabilities assumed
liabilities  and an  exchange or  78,000,000  shares of common  stock  valued at
$0.001 per share. The Company recognized good will of $287,549.

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

The company  issued an aggregate of 93,300  shares as follows:  53,675 shares of
common stock to Mr. Andrew  Eracleous,  Chief Financial Officer for the Company,
for accounting  services valued at $67,094 or $1.25 per share; and 28,100 shares
valued at $2.00 per share or $56,200 as  follows:  5,000  shares to Mr.  William
Greenwald for consulting services; 100 shares to Mr. Valentin Pazlovici; and all
for  consulting   services  and  23,000  shares  to  Mr.  Jerry  Tsandiotis  for
construction  work.  The Company  also issued an  aggregate  of 1,525  shares of
common stock valued at $3,812 or $2.50 per share as follows: 1,215 shares to Mr.
George Pearras 310 shares to Mr. Giorgos Samaras in consideration for consulting
services.

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

For the  period  from May 9,  2002 to  August  31,  2002,  the  Company  sold an
aggregate of 50,000  shares of common stock for an  aggregate  consideration  of
$62,500 or $1.25 per share.

The Company also sold an  aggregate of 154,167  shares for $354,584 or $2.30 per
share and 60,000 shares for an aggregate  consideration of $120,000 or $2.00 per
share.

On May 9, 2002,  the Company  entered into a consulting  agreement with Mr. Nick
Kontonicolas and C-Trade, Inc.  (C-Trade).  Company issued 6,000,000 shares of
common stock into escrow in  consideration  for  C-Trades  services to find new
acquisitions  and business  development.  As of December 31, 2002,  the escrowed
shares  were being held by the  company  pending  completion  of the  agreement.
Subsequent to the date of the financial statements these shares were returned to
the  Stock  Transfer  Agent  for  cancellation.  Pursuant  to the  terms  of the
agreements,  the Company may be liable for the re-issuance of these shares.  The
Company is reserving  6,000,000 shares of common stock pending the completion of
the  agreement.  If the Company is required to re-issue  these  shares of common
stock upon settlement of this dispute,  a charge to operations of  approximately
$6,000,000 would be incurred.

5. LEASES

The Company leases approximately 2,700 feet of office space at from an unrelated
party at 33 West Main Street,  Elmsford,  New York.  The lease is in the name of
Erophone  USA,  Inc.  and is for a period  extending  to January  31, 2006 at an
annual rent of $51,471 and a security deposit of $9,594.  Future commitments for
minimum lease rentals under  noncancellable  leases at December 31, 2002, are as
follows:


      2003                 $86,400
      2004                 $88,992
      2005                 $91,662
      2006                 $119,160

Rent expense  including common area charges under operating leases was $ -0- and
$98,987  for  the  years  ended  December  31,  2001  and  2002,   respectively.
Obligations under capital leases are not significant.

6. INCOME TAXES

A deferred income tax asset is established for the complete amount of income tax
benefits  available in future  periods from the assumed  realization  of tax net
operating  loss  carryforwards.  In  addition,  a  deferred  income tax asset or
liability  is  established  for the  complete  amount of income tax  benefits or
liabilities from the effect of temporary differences.  The components of the net
deferred income tax assets as of December 31, 2001, were as follows:

Deferred income tax assets:
    Net operating loss carryforwards                     $ 1,916,944
    Valuation allowance                                  ( 1,916,944)
                                                            -------
Net deferred income tax assets                           $     0
                                                             =======

At  December  31,  2002,  the  Company  has  federal  and state  income tax loss
carryforwards of approximately  $1,916,944 which expire through 2020, subject to
the  limitations  of the IRC Section  382.  The Company has provided a valuation
allowance  of  $1,916,944  at  December  31,  2002,   because,  in  management's
assessment,  it is uncertain  whether the net deferred income tax assets will be
realized.  The valuation  allowance  changed by $1,132,248 during 2002 primarily
due to increased net operating  losses (NOLs) which  increased the amount of the
Company's gross deferred income tax assets.

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

7. Related Party Transactions

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

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

The Company is obligated  to repay  moneys  advanced by officers of the company
aggregating $1,216,417 payable without interest on demand as follows: $1,165,362
from Mr. Vasilios Koutsobinas and $51,055 from Mr. Joshua Shainberg.

8.  Supply Agreements

The  Company,  through its  subsidiaries  has  entered  into  various  marketing
agreements for the purchase of air conditioners,  cellular  telephones and motor
scooters with various  companies in the PRC. The terms of the  agreements  grant
rights to market  these  products in the North  American  Continent  and certain
European  countries.  The terms of these agreements run essentially to March 31,
2007 and have  minimum  order  requirements  with agreed  increases on an annual
basis.  As of December  31,  2002,  the  Company  has not met the minimum  order
requirements under these agreements because of delays in obtaining  approvals by
various agencies in the United States.  The Company through its subsidiaries has
acquired the right to use such trade names as EuroSpeed and EuroKool.

10.Business Segment Information

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

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

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



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

Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                FOR THE YEARS ENDING DECEMBER 31, 2001 and 2002

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

This prospectus  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.

Business Activities


The  Company  was  dormant  until  December  31,  1996 when we entered  into the
business of selling artwork and antiques.  We have experienced  minimum revenues
from the sale of artwork and on May 29, 2002,  we entered into an agreement  for
the  purchase of certain  assets and the  business  of  EurophoneUSA,  Inc.  and
Europhone,  Inc. (Europhone),  both of which were wholly owned by Mr. Vasilios
Koutsobinas for an aggregate of 78,000,000 shares of our common stock.

We issued an aggregate of  78,000,000  common  shares in exchange for all of the
capital  stock of Europhone  USA. At the time of the  Acquisition,  100 % of the
outstanding shares of Europhone USA was owned by Mr.  Koutsobinas.  The purchase
price for  accounting  purposes is based on the purchase  price agreed to by the
Company  at the time of the  acquisition.  Following  the  transaction,  the one
shareholder of Europhone USA, held approximately 94.5 % of the Company. As such,
the controlling  shareholder of Europhone,  controlled the Company following the
Acquisition.

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

The following  shows the  allocation of the purchase  price to the assets of the
Company.

        Assets acquired at fair value                     $  226,414
        Liabilities assumed at fair value                  ( 435,963)
        Goodwill                                             287,549
                                                            ----------
            Purchase price                                  $ 78,000
                                                              =======


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

We market prepaid phone cards,  for both  residential  and corporate  uses, that
allow users to purchase a  designated  amount of long  distance  minutes to make
calls from virtually any telephone or country  worldwide.  Through this product,
we earn a gross  profit  of  approximately  36% of the face  amount of the phone
card. The phone card can be used until air time charges equal the total value of
the card,  subject to an 18 month expiration  period.  Revenue for these prepaid
phone cards is  deferred,  recognized  upon first usage,  and then  allocated to
revenue.  As of December 31, 2002,  our prepaid  phone cards are being sold both
domestically  and in Greece.  In  December,  2002,  we shipped an  aggregate  of
$1,289,340  in  prepaid  phone  cards  to  two  distributors  in  Greece  on  an
essentially consignment basis. The invoices become due upon the first use of the
telephone  cards by the  subscribers.  Included in this  shipment  were $541,140
worth of prepaid phone cards shipped to Antiko Travel,  which is wholly owned by
the daughter of Mr. Koutsobinas. Revenue from the sale of prepaid phone cards is
recognized  upon  activation  by the end-user.  Phone card service  revenues are
recognized as the end-user utilizes the cellular airtime.

In addition to these products  which served as the basis of revenue  sources for
the year ended  December 31, 2002,  we have also entered into an agreement  with
Canquest  Online  covering  the  period  through   December  31,  2004  for  the
distribution of prepaid internet service, in the form of compact disks,  through
online and point-of-sale  activated channels. We intend to begin distribution of
this product during 2003.

We have  entered  into an agreement to  distribute  mobile  telephones  that are
manufactured by Ningbo Bird Corporation, Ltd. (Ningbo) of the Peoples Republic
of China (PRC).  Pursuant to this agreement,  which will come into effect upon
the first  shipment of mobile  telephones to us, we have the exclusive  right to
distribute  specified  models of mobile  phones  outside the PRC through June 1,
2007. We have agreed to purchase a minimum of 500,000 mobile phones per year (or
40,000 per month)  during the term of the  agreement.  If we purchase  less than
400,000  mobile  telephones  each year (or  30,000  per  month),  the  agreement
terminates  automatically.  The purchase price of the mobile  telephones will be
adjusted each quarter by agreement of the parties, based upon market conditions.
As of December 31, 2002,  we have  received  samples of the cellular  telephones
that we plan to sell and have not derived any revenue.

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

Our  distribution  agreement  with Chigo covers the period  through  January 31,
2007. We are the sole agent for the  distribution of Chigo products  bearing the
Chigo and  Eurokool  brand names in North,  South and Central  America,  and
parts of Europe, except that distribution is only permitted under the Eurokool
brand name in countries or regions where sales of Chigo branded  products have
already  taken  place.  We are  obligated  to  purchase a minimum of 200,000 and
80,000 air conditioners from Chigo and Richvast respectively, in the year ending
December  31, 2003.  With regard to the Chigo  agreement,  we must  increase our
purchases by 50% year over year for the duration of the contract. As of December
31, 2002, we have shipped our first order of 250 air  conditioners,  aggregating
$106,000, to one customer in Greece.

We have also entered into an agreement  with Giantco,  Limited of Hong Kong, PRC
(Giantco) for the worldwide  distribution through March 1, 2007 of motorcycles
manufactured  by Giantco and bearing the  Eurospeed brand.  We are  obligated
under the agreement to purchase at least 30,000 Giantco motorcycles per year and
at least 2,000 Giantco Motorcycles per month. The price for the motorcycles will
be  negotiated  by the parties in connection  with each  purchase  order.  As of
December 31, 2002,  we have not  generated any revenue and have samples of these
motorcycles in inventory.

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

These  activities were funded through the sale of 264,167 shares of common stock
for an aggregate  consideration  of $537,084 and we have  received  common stock
subscriptions  for an  additional  112,100  shares of common  stock  aggregating
$130,100.  Subsequent to the date of our financial statements,  we have received
additional  subscriptions  for an  additional  48,000 shares of our common stock
aggregating  $96,000.  We have also  funded our  operations  and growth  through
officer  loans  from  Mr.  Vasilios   Koutsobinas  and  Mr.  Joshua   Shainberg,
aggregating $1,108,140 as of December 31, 2002.

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


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

For the year  ended  December  31,  2002,  the  Company  generated  net sales of
$382,122 as  compared to $-0- for the year ended  December  31,  2001.  Revenues
consisted of $106,000 in air  conditioners,  $14,745 in Long distance  telephone
service and $261,377 in prepaid  telephone  calling cards. The revenues from the
sales of air conditioners  were generated from customers in Greece. Of the sales
in  pre  paid  calling  cards,  approximately  $228,000  were  generated  in the
continental United States and $33,377 from distributors in Greece. Revenues from
long distance telephone service was from domestic retail customers.

The  Company's  cost of goods  sold for the year  ended  December  31,  2001 was
$11,410  representing  the cost of the artwork being sold and cost of goods sold
for the year ended December 31, 2002 was  $226,328.Costs of services for the pre
paid  telephone  calling  cards was $153,328 or 58.7% of revenue  while costs of
goods sold for air conditioners was $73,000 or 68.9%.

Our gross  profit for the year ended  December  31,  2001 was $3,805 or 25.0% of
sales.

Our gross profit for the year ended  December 31, 2002  aggregated  $155,794 for
all categories of revenues.  Our gross profit from the sales of air conditioners
was $33,000 or 31.1% or revenues.  Our gross profit from the revenues  generated
from the sale of pre paid calling cards and long distance telephone services was
$108,049 or 41.3% of revenues.

The Company's selling, general and administrative costs aggregated approximately
$55,431 for the year ended  December 31, 2001, as compared to $1,116,256 for the
year ended  December  31,  2002,  representing  a increase  of  $1,060,825.  The
aggregate of $55,431  consists of the following:  professional  fees of $43,002;
officer's  salary of $1,600;  stock transfer and corporate  fees of $6,850;  and
office  expenses of $3,979.  The aggregate of $1,116,256  consists of travel and
entertainment $33,903; Legal and professional expenses $168,648; consulting fees
$198,107 of which  $154,107  was non cash  compensation  through the issuance of
shares of common stock;  commissions of $48,524;advertising of $28,508;  payroll
selling,  general and  admistration  of  $309,832;  insurance  of $36,652;  rent
expense of $98,987;  repairs and  maintenance  of $9,033;  telephone  expense of
$122,245; and office expense of $61,817.

Liquidity and Capital Resources

The Companys cash increased from $-0- at December 31, 2001 to a cash balance of
$267,735 at December 31, 2002. Working capital at December 31, 2002 was negative
at $610,025.  For the year ended December 31, 2001, working capital was provided
by management  aggregating  $767,797;  sales of shares of our 264,167  shares of
common  stock  aggregating  $586,261  and a  capital  contribution  of  $65,000.
Management  believes  that it will be able  to  fund  the  Company  through  the
continuation  of  the  Company's  reorganization  process  until  the  Company's
marketing  strategy of increasing  revenues  from the sale of prepaid  telephone
calling cards,  long distance  telephone and prepaid  internet access cards, air
conditioners.  We also expect the  experience  an increase in revenues  from the
sales of our new products consisting of motor scooters and cellular telephones.

Known trends,  events or uncertainties that could be reasonably likely to have a
material  adverse  effect  on the  businesses  of the  Company  and may  thereby
materially  impact the Companys  short-term or long-term  liquidity  and/or net
sales, revenues or income from continuing operations are expected to be seasonal
and the  continuation  and  availability  of  inventory  from present and future
vendors at prices that will permit the Company to operate at and improved  gross
profit levels;  Federal  Securities  regulations that may effect the ability the
ability for the  Company to  complete  its  marketing  strategy  and a favorable
environment in which the Company will conduct its consulting activities.

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.




                                    Exhibit
Exhibit
Number          Description of Exhibits



10      Report on Form 8-K filed on May 13, 2003

21      List of Subsidiaries

23      Consent of Drakeford and Drakeford, Certified Public Accountant

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




                                                                     Exhibit 21

List of Subsidiaries of ICT Technologies, Inc.

Europhone, Inc.
Eurokool, Inc.
Eurospeed, Inc.
EurophoneUSA, Inc.
EurophoneUSA LLC



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

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

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


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

May 1, 2003



                                                                  Exhibit 99.2

                           CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


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

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

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

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

May 1, 2003