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

                             ICT TECHNOLOGIES, INC.
                                   Form 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
     For the fiscal year ended December 31, 1999

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

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

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

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

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

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

     Check  whether  the issuer

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

     (2)  has been subject to such filing requirements for the past 90 days.

     [X] Yes [ ] No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year. -0-

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days.  (See  definition of affiliate in Rule
12b-2 of the Exchange Act.)

     As of August 11,  2000,  there were  7,686,025  shares of the  registrant's
common  stock,  par value $0.001  issued and As of August 11,  2000,  the market
value of securities held by  non-affiliates  is $325,523.75 based on the average
of the high and low bid prices as reported by FinancialWeb.com,  Inc. for the 60
day period ending August 11, 2000. These quotations reflect inter-dealer prices,
without retail  mark-up,  mark-down or  commissions,  and may not reflect actual
transactions.
<PAGE>


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date.  7,686,025 shares of common
stock, par value $0.001, as of August 11, 2000

                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). N/A.

     Transitional Small Business Disclosure Format (Check one):

     Yes [  ]; No [X] .


<PAGE>
                                TABLE OF CONTENTS

Item Number and Caption

PART I

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

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

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

ITEM 4.  Submission of Matters to a Vote of Security Holders........    6

PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters...    7

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

ITEM 7.  Financial Statements.......................................   10

ITEM 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Matters...........................   10

PART III

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

ITEM 10. Executive Compensation.....................................   12

ITEM 11. Security Ownership of Certain Beneficial Owners
         and Management.............................................   13

ITEM 12. Certain Relationships and Related Transactions.............   13

ITEM 13. Exhibits and Reports on Form 8-K...........................   14

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the information  presented in this Annual Report on Form
10-KSB for the year ended  December 31, 1999  discusses  financial  projections,
information  or  expectations  about the products or markets of our company,  or
otherwise   makes   statements   about  future  events,   such   statements  are
forward-looking.  We are making these forward-looking  statements in reliance on
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.   Although  we  believe   that  the   expectations   reflected   in  these
forward-looking  statements  are based on  reasonable  assumptions,  there are a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from such forward-looking  statements.  These risks and uncertainties
are  described,  among other  places in this  Annual  Report,  in  "Management's
Discussion and  Analysis".  Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which speak only as of the date hereof.  In
addition,  we disclaim any obligations to update any forward-looking  statements
to reflect events or  circumstances  after the date of this Annual Report.  When
considering  such  forward-looking  statements,  readers should keep in mind the
risks  referenced  above  and the other  cautionary  statements  in this  Annual
Report.

<PAGE>


                                     PART I

Item 1. Description of Business.

a.   Business Development.

     Our company, ICT Technologies,  Inc., was formed under the laws of Delaware
     on May 27,  1999 and is  authorized  to issue  10,000,000  shares of common
     stock,  $0.001 par value each.  Our company  was formed to  reorganize  the
     business affairs and the domicile of ICT Technologies,  Inc., a corporation
     formed  under  the  laws of New  York on  February  8,  1994,  ("ICT  NY").
     Initially,  ICT NY intended to conduct research and development in the area
     of computer  hardware and software.  If such research and  development  was
     successful, it intended to commence production of an optical archive record
     storage  system,  a liquid crystal  display visor for use in multimedia and
     virtual  reality systems and software and computer  adapter boards.  ICT NY
     abandoned this pursuit and shortly  thereafter  attempted to enter the stem
     cell storage business. This also proved unfeasible. Our company entered its
     present  business  during 1995, and presently owns a 15% equity interest in
     Frank Lettau  Galleries,  located at 67 Monroe Avenue,  Staten Island,  New
     York, and owns certain works of art directly as well.  Our company  desires
     to expand its relationship with Frank Lettau  Galleries,  Inc., and buy and
     sell investment grade art and antiques for its own account.

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

b.   Business of Issuer.

     1.   Principal products or services and their markets;

     Our company owns a 15% equity interest in Frank Lettau  Galleries  ("FLG"),
     located at 67 Monroe  Avenue,  Staten  Island,  New York,  and owns certain
     works of art directly.  FLG's  operating  space is a large  warehouse  from
     which FLG has contracted with various New York City galleries to obtain art
     on  consignment.  FLG has  represented  hundreds of pieces of art from many
     sellers and galleries. FLG was founded by Frank Lettau, who has been in the
     art and frame business for twenty-five  years, and has owned and/or managed
     galleries in Manhattan  and  Rochester,  New York,  and  Charleston,  South
     Carolina.

     Based on our  experience  with FLG, we intend to market art products in the
     wholesale  and/or  retail  art and  framing  markets.  We intend to operate
     and/or purchase equity  positions in operators of fine art galleries in key
     vacation and/or upscale  communities.  Our company would also like to enter
     into  licensing   agreements   with  third  parties  in  order  to  produce
     lithographic reprints of art, which our company owns, for resale.

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

                                       3

<PAGE>

     Our company's long term goal is to develop a national chain of galleries to
     sell fine artwork and to provide  high-quality  art framing  services while
     taking  advantage  of the  economies  of  scale  through  regional  framing
     centers.  We are planning to  implement a program  whereby our company will
     work  with  entrepreneurs  in  establishing  and  operating  galleries  and
     converting frame-shops into galleries in exchange for an ownership interest
     in the  gallery.  We intend to convert art framing  retail  outlets  into a
     chain of fine art gallery  space and art framing sales offices with all art
     framing  operations  to be performed in regional  framing  centers  located
     throughout  the  country.  By moving all  framing  operations  to  regional
     framing centers, our company believes it will realize substantial economies
     of scale while providing its customers with consistent high-quality framing
     services.  Our company  further  believes that by combining the art framing
     business with the fine art gallery business,  our company will increase the
     exposure of its  individual  artists while  providing  its  customers  with
     exceptional  artwork  and  consistent   high-quality  framing  services  at
     reasonable  prices. We anticipate that these programs will not only provide
     fee income through sales generated by individual  galleries and shops,  but
     will also increase our profit capabilities as a whole.

     It is not clear whether our  company's  concept will prove to be successful
     and whether our company can develop this concept into a chain of galleries.

     2.   Distribution methods of the products or services;

     We intend to utilize direct  marketing  methods.  Our company believes that
     the chosen marketing method(s) will depend upon the amount of funds that we
     will be able to raise or  borrow,  if any,  and may  include  direct  mail,
     radio,  infomercials  and  60-second  television  spots.  In addition,  our
     company intends to develop a "cyber  gallery".  This gallery is intended to
     provide an opportunity  for our company to sell art work we hope to be able
     to publish as well as consigned art work.

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

     There have been no  publicly  announced  new  products  or  services by our
     company.

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

     Fine art  retailing  is an intensely  competitive  industry and our company
     competes with a number of  competitors  at  competitive  prices.  No single
     competitor  dominates  the  market,  which  is  made up of  numerous  small
     boutique  art houses and  galleries.  The primary  markets that our company
     plans to  enter  into in 2000  and  2001  are the  U.S.  Northeast  and the
     Mid-Atlantic.   At  the  present  time,  our  company   expects  to  be  an
     insignificant  participant  among  art  galleries.  There  are a number  of
     established  galleries,  virtually  all of  which  are  larger  and  better
     capitalized  than our company and/or have greater  personnel  resources and
     technical  expertise.  In view of our company's extremely limited financial
     resources  and limited  management  availability,  we believe  that we will
     continue to be at a significant  competitive  disadvantage  compared to our
     competitors.  There can be no guarantee that our company will ever generate
     substantial revenues or ever be profitable.

                                       4

<PAGE>

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

     Our company  does not utilize raw  materials in our  business.  The closest
     comparison to the utilization of raw materials is FLG's reliance on sources
     of  art  supply  to  market  and  sell.   FLG  has  no  guaranteed   supply
     arrangements.  Our  success  is  dependent  in  part  on  locating  art and
     initiating and maintaining strong relationships with individual artists.

     6.   Dependence on one or a few major customers.

     We do not  depend  on one or a few  major  customers.  We will  try hard to
     assemble a desirable  inventory of art  products and seek to establish  and
     maintain loyal a loyal client base.

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

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

     8.   Need for any government approval of principal products or services. If
          government approval is necessary and the small business issuer has not
          yet received that approval,  discuss the status of the approval within
          the government approval process;

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

     It may be further  noted that, as a public  company,  we are subject to the
     reporting  requirements,  anti-fraud and other Federal and State Securities
     laws.

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

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

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

     Our company's  general and  administrative  costs aggregated  approximately
     $49,162 for the year ended  December 31, 1999 as compared to $6,203 for the
     year ended  December  31, 1998  representing  a increase  of $42,959.  This
     increase  represents  essentially  consulting fees paid to Joshua Shainberg
     for  the  time  spent   doing  the   marketing   research,   planning   and
     reorganization  of the  business  for its entry  into the art and  antiques
     field of business.

                                       5
<PAGE>

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

     Our company is not impacted directly by the costs and effects of compliance
     with environmental laws.

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

     As of the date of this filing,  our company had two (2) employees,  both of
     whom are part-time.

     (c) Reports to security holders.

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

Item 2. Description of Property.

     Our company  occupies  about one hundred square feet of office space in the
offices of its President, Joshua Shainberg, at 122 East 42nd Street, 17th Floor,
New York, NY 10168. We pay no rent for use of this space.  FLG's operating space
is a large warehouse, located at 67 Monroe Avenue, Staten Island, New York, from
which FLG has  contracted  with various New York City galleries to obtain art on
consignment.

Item 3. Legal Proceedings.

     In May of 1999,  our  company  and  Joshua  Shainberg  brought  a breach of
contract  suit against Furio  Maglione and 9008-9657 Quebec Corp. (AKA Gyros) in
the  United  States  District  Court,  District  of  New  Jersey,  Docket  #C 99
2058(AMW). As a result of this litigation, 300,000 shares previously held by Mr.
Maglione are being held by our  transfer  agent  subject to an order  preventing
their  transfer until further court order.  Although Mr.  Maglione has not taken
any  action  regarding  this  matter  since  the  date of the  court  order,  we
anticipate  that he will attempt to regain control of those shares at some point
in the  future.  Our company  intends to  petition  the court to have the shares
returned to their original shareholder, Abraham Shainberg, a former director and
former officer of our company, at some as of yet undecided point in the future.

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

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

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



                                       6

<PAGE>
                                     PART II

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

(a) Market information.

     Our  common  stock is quoted on the OTC  Bulletin  Board  under the  symbol
"ICTT." The  following  table sets forth the high and low bid prices as reported
by  FinancialWeb.com,  Inc. for the periods ending  December 31, 1999 and prior.
These quotations reflect inter-dealer prices, without retail mark-up,  mark-down
or commissions, and may not reflect actual transactions. As of December 31, 1999
there were 253 shareholders of Common Stock.

                                               High            Low
                                               -----           ----
2000

First Quarter                                  $1.00           $2.00
Second Quarter                                  0.55            2.00

1999

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

1998

Fourth Quarter                                  3.00            1.00
Third Quarter                                   3.00            1.25
Second Quarter                                  3.50            1.00
First Quarter                                   4.00            1.25

1997

Fourth Quarter                                  4.85            0.75
Third Quarter                                  10.00            1.50
Second Quarter                                  4.50            0.50
First Quarter                                   4.00            0.75

(b) Holders.

     As of December 31, 1999 there were 253 holders of shares of common stock.

(c) Dividends.

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

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

                                       7

<PAGE>

(d)   Recent sales of securities.

     During the past three years the only sale of our securities was the sale in
1997 to our company's  resident,  Joshua Shainberg,  pursuant to Section 4(2) of
the Securities Act of 1933, as amended,  of 6,000,000 shares of our common stock
in exchange for an offset of $120,000 in monies due Mr. Shainberg and $60,000 in
consulting fees due Mr. Shainberg.

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS FOR THE YEARS ENDING
                           DECEMBER 31, 1998 AND 1999

     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 statement.

Business activities.

     Our company has been dormant  since  December 31, 1996 except for an equity
investment in the Frank Lettau Galleries,  located in New York City. Our company
is in the process of expanding  its business  activities in the  purchasing  and
selling of art and antiques for its own account having learned the business as a
result of its business relationship with Frank

Lettau Galleries.

     During this  period,  management  has  continued  to finance is  activities
through the resources of management  and has devoted the majority of its efforts
to initiating our company's market plans to enter the business of purchasing art
and  antiques,   obtaining  new  customers  for  sale  of  consulting  services,
developing sources of supply,  developing and testing its marketing strategy and
finding a  management  team to begin the process of:  completing  its  marketing
goals;  furthering  its  marketing  research and  development  for its products;
changing the state in which the Company was domiciled from the State of New York
to  Delaware  completing  the  documentation  for the filing of Form 10 with the
Securities and Exchange  Commission to become a fully  reporting  Company to the
SEC. These  activities  were funded by our company's  management and investments
from stockholders.  The Company has not yet generated sufficient revenues during
its limited  operating period of  reorganization  to fund its ongoing  operating
expenses, or 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 and that our company's  marketing  research will provide a profitable
path to utilize our company's  marketing plans.  Further investments into market
design and implementation and development,  marketing research as defined in our
company's  operating  plan will  significantly  reduce the cost of  development,
preparation,  and  processing of purchases and orders by enabling our company to
effectively compete in this market place.

                                       8

<PAGE>

     During this  reorganization  period,  our company has been financed through
officer's loans from Joshua Shainberg with the return of its partial  investment
in the Frank Lettau Galleries.

     Results of Operations  for the year ended  December 31, 1998 as compared to
the to December 31, 1997.

     For the year ended  December 31, 1998,  our company  generated net sales of
$-0- as compared to $-0- for the year ended  December  31, 1997.  Our  company's
cost of goods sold for the year ended  December 31, 1998 was $-0- as compared to
$-0- for the year ended December 31, 1997.  Our company's  gross profit on sales
was approximately  $-0- for the year ended December 31, 1998 as compared to $-0-
for the year ended December 31, 1997.

     Our company's  general and  administrative  costs aggregated  approximately
$6,203 for the year ended December 31, 1998 as compared to $120,798 for the year
ended  December 31, 1997  representing  an decrease of $120,595.  These expenses
represent  bank charges and the payment of fees to the stock  transfer agent and
other expenses necessary for the continuation of the business.

     Results of Operations  for the year ended  December 31, 1999 as compared to
the year ended December 31, 1998.

     For the year ended  December 31, 1999,  our company  generated net sales of
$-0- as compared to $-0- for the year ended  December  31, 1998.  Our  company's
cost of goods sold for the year ended  December 31, 1999 was $-0- as compared to
$-0- for the year ended December 31, 1998.  Our company's  gross profit on sales
was $-0- for the year ended  December  31, 1999 as compared to $-0- for the year
ended December 31, 1998.

     Our company's  general and  administrative  costs aggregated  approximately
$49,162 for the year ended  December 31, 1999 as compared to $6,203 for the year
ended  December  31, 1998  representing  a increase of  $42,959.  This  increase
represents  essentially  consulting  fees paid to Joshua  Shainberg for the time
spent doing the marketing research,  planning and reorganization of the business
for its entry into the art and antiques field of business.

Liquidity and Capital Resources.

     Our company increased cash from $345 at December 31, 1998 to a cash balance
of $5,988 at  December  31,  1999.  Working  capital at  December  31,  1999 was
negative at $65,537.  For the year ended December 31, 1999,  working capital was
provided by management  for the payment of expenses.  At December 31, 1999,  our
company  continued  to be  funded  through  officer  loan  balances  aggregating
$59,525.  Management  believes that it will be able to fund the Company  through
the  continuation  of our company's  reorganization  process until our company's
Marketing strategy of entering the art and antique business is in place.

     Known trends,  events or uncertainties  that could be reasonably  likely to
have a material  adverse effect on the businesses of our company and may thereby
materially  impact our company's  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 our company to operate at and improved  gross
profit levels;  Federal  Securities  regulations that may effect the ability the
ability for our  company to  complete  its  marketing  strategy  and a favorable
environment in which our company will conduct its consulting activities.

                                       9

<PAGE>

     Thereafter,  if cash generated from  operations is  insufficient to satisfy
our 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.

Item 7. Financial Statements.

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

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

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

                                    PART III

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

(a)  Executive Officers and Directors

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

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

Joshua Shainberg                43               President, Director

Bindiya Mooriani Ph.D.          33               Secretary, Treasurer Director

     Our board of directors  is  comprised  of only one class of director.  Each
director is elected to hold office until the next annual meeting of shareholders
and until his  successor  has been elected and  qualified.  Officers are elected
annually by our board of  directors  and hold office until  successors  are duly
elected and  qualified.  Our president,  Joshua  Shainberg has held office since
February  1997.  Bindiya  Mooriani has held office  since  August 21, 2000.  She
replaced our former  secretary,  treasurer and director,  Abraham  Shainberg who
served our company  from  February  10,  1994 to August 21,  2000.  Mr.  Abraham
Shainberg  resigned on August 20, 2000 due to time  restraints and his full time
commitments to other business ventures.  The following is a brief account of the
business  experience  during the past five years of each  director and executive
officer of our company

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

                                       10

<PAGE>

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

     At December 31, 2000,  Abraham Shainberg served as director,  secretary and
treasurer of our company and a director since inception.  Mr. Shainberg's tenure
spanned  from  February  10, 1994 to August 20,  2000.  Mr.  Shainberg  has been
involved  as a  consultant  and  entertainment  lawyer  specializing  in  motion
pictures.  He was previously a principal in the Art Gallery of  Neuman/Shainberg
Galleries.  Mr. Shainberg was involved in public relations and vice president of
marketing  for Alperin and Kovant Ad Agency,  from August,  1992 to July,  1993,
served as  executive  director of The Diamond  Dealers  Club from June,  1978 to
June,  1992.  Mr.  Shainberg  holds a Juris  Doctor  Degree  from  Saint  John's
University, New York, 1978.

(b) Significant Employees.

     The  participation of Joshua Shainberg in our company is significant to our
success.  Our company  presently does not have an employment  agreement with Mr.
Shainberg.

(c) Family relationships.

     Joshua Shainberg and former officer and director,  Abraham  Shainberg,  are
brothers.

(d) Involvement in certain legal proceedings

     In December 1998, Joshua Shainberg  submitted an Offer of Settlement to the
National Association of Securities Dealers pursuant to which he was censured and
barred from  association  with an NASD  member.  On November  10,  1999,  Joshua
Shainberg  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.

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

     To our company's knowledge,  no officers,  directors,  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, 1999.

Item 10. Executive Compensation.

The  following  table sets forth the  compensation  paid  during the fiscal year
ended December 31, 1999, to our company's  Chief  Executive  Officer and each of
our company's officers and directors.  No person received  compensation equal to
or exceeding  $100,000 in fiscal 1999 and no bonuses were awarded  during fiscal
1999.

                                       11

<PAGE>

During the past three years the only sale of  securities  by our company was the
sale in 1997 to our company's President,  Joshua Shainberg,  pursuant to Section
4(2) of the  Securities  Act of 1933,  as amended,  of  6,000,000  shares of our
company's  common  stock in exchange for an offset of $120,000 in monies due Mr.
Shainberg and $60,000 in consulting fees due Mr. Shainberg.  $180,000.  The debt
arose from monies due to Mr. Shainberg for consulting services.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                       Long Term Compensation

                           Anual Compensation   Awards                    Payouts


 (a)          (b)    (c)     (d)   (e)          (f)        (g)            (h)         (i)
===============================================================================================
<S>           <C>    <C>     <C>   <C>          <C>         <C>           <C>      <C>
                                                Restricted  Securities
Name and                           Other Annual Stock       Underlying    LTIP     All Other
Principal             Salary Bonus Compensation Award(s)    Options/SARs  Payouts  Compensation
Position        Year  ($)    ($)   ($)          ($)         (#)          ($)       ($)
--------        ----  ------ ----- ------------ ---------- -------------  -------  -------------
Joshua          1999  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Shainberg*#
President and
Director        1998  -0-    -0-   -0-          -0-         -0-           -0-      -0-


                1997  -0-    -0-   -0-          -0-         -0-           -0-      -0-


Abraham         1999  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Shainberg#
Secretary,
Treasurer and   1998  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Director

                1997  -0-    -0-   -0-          -0-         -0-           -0-      -0-

</TABLE>

*    In 1997,  our company  issued  6,000,000  shares of our common stock to our
     president, Joshua Shainberg, pursuant to Section 4(2) of the Securities Act
     of 1933, in exchange for an offset of $120,000 in monies due Mr.  Shainberg
     and $60,000 in consulting fees due Mr. Shainberg.

#    No Board of Directors' fees have been paid.

                                       12

<PAGE>

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

Shares Beneficially Owned

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

Joshua Shainberg (3)
122 East 42nd Street
New York, NY                             6,000,000               78.1%

Bindiya Mooriani Ph.D.                           0                0.0%
Secretary/Treasurer
Director
122 East 42nd Street
New York, NY

As a group                               7,500,000               78.1%
(2 persons)
--------------------------
(1)  All shares held are of our common stock.

(2)  Percentage  of ownership  is based on 7,686,025  shares of our common stock
     issued and outstanding as of December 31, 1999.

(3)  At December 31, 1999, Mr. Abraham  Shainberg was a director,  secretary and
     treasurer  of our  company.  He  resigned  on  August  21,  2000.  He holds
     1,500,000  shares of our  common  stock.  Note that this  includes  300,000
     shares which had been  transferred to Furio Maglione but are now being held
     by our transfer agent  pursuant to a court order pending final  resolution.
     Without the Maglione shares, Mr. Shainberg's  interest in our company would
     be 15.6% (1,200,000). With the Maglione shares, Mr. Shainberg's interest in
     our company would be 19.5% See Item 2 of Part II, Legal Proceedings

Item 12. Certain Relationships and Related Transactions.

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

                                       13

<PAGE>

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

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

1.   Financial Statements

     Report of Thomas P. Monahan, Independent Certified Public Accountant

     Balance Sheet as of December 31, 1999

     Statement of Operations for the years ended December 31, 1999, and 1998

     Statement of Cash Flows for the years ended December 31, 1999 and 1998

     Statement of Stockholders' Equity for the years ended December 31, 1999 and
     1998

     Notes to Financial Statements

2. Exhibits

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


                                    EXHIBIT

NUMBER DESCRIPTION LOCATION
------- ---------------------------------------------------------


(3)   Articles of Incorporation and Bylaws:

3(i)  Articles of Incorporation*

3(ii) Bylaws*

(8)   Consents - Experts:

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

27    Financial Data Schedule

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





                                       14

<PAGE>

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

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


     I have audited the accompanying balance sheet of ICT Technologies,  Inc. as
of December 31, 1999 and the related  statements of  operations,  cash flows and
shareholders'  equity for the years  ending  December  31, 1998 and 1999.  These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of ICT Technologies, Inc. as of
December  31, 1999 and the results of its  operations,  shareholders  equity and
cash flows for the years ending  December 31, 1998 and 1999 in  conformity  with
generally accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that ICT
Technologies,  Inc.  (a  development  stage  company)  will  continue as a going
concern.  As more fully described in Note 2, the Company has incurred  operating
losses  since the date of  reorganization  and  requires  additional  capital to
continue  operations.   These  conditions  raise  substantial  doubt  about  the
Company's ability to continue as a going concern. Management's plans as to these
matters are  described in Note 2. The  financial  statements  do not include any
adjustments  to  reflect  the  possible  effects  on  the   recoverability   and
classification of assets or the amounts and  classifications of liabilities that
may result from the possible inability of ICT Technologies,  Inc. to continue as
a going concern.


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


June 30, 2000
Paterson, New Jersey



                                       15

<PAGE>

                             ICT TECHNOLOGIES, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 1999

                                                                  December 31,
                                                                      1999
                                                                  ------------
                                     Assets
Current assets
  Cash                                                            $   5,988
                                                                  ---------
  Total current assets                                                5,988


Other assets
  Equity investment                                                 150,000
                                                                  ---------
  Total other assets                                                150,000
                                                                  ---------
Total assets                                                       $155,988
                                                                  =========


                      Liabilities and Stockholders' Equity

Current liabilities
  Accrued expenses                                                  $12,000
  Officer loan payable                                               59,525
                                                                  ---------
  Total current liabilities                                          71,525


Stockholders' equity
  Common Stock authorized 10,000,000 shares,
    $0.001  par value each.                                           7,686
Additional paid in capital                                        1,168,110
Deficit accumulated during the development stage                 (1,091,333)
                                                                  ---------
Total stockholders' equity                                           84,463

Total liabilities and stockholders' equity                         $155,988
                                                                 ===========



                 See accompanying notes to financial statements.


                                       16

<PAGE>


                             ICT TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS


                                                  For the          For the
                                                 year ended      year ended
                                                 December 31,     December 31,
                                                    1998             1999
                                                 -----------     -------------
Revenue                                             $-0-              $-0-

Costs of goods sold                                  -0-               -0-

Gross profit                                         -0-               -0-

Operations:
  General and administrative                        6,203            49,162
  Depreciation and  amortization                     -0-               -0-
                                                  ---------       ----------
  Total expense                                     6,203            49,162

Loss  from operations                              (6,203)          (49,162)
                                                  ---------       ----------
Net income (loss)                                 $(6,203)         $(49,162)
                                                  ========        ==========

Net income (loss)  per share -basic                $(0.00)         $(0.01)

Number of shares outstanding-basic              7,686,025         7,686,025



                 See accompanying notes to financial statements.


                                       17

<PAGE>



                             ICT TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS


                                                      For the        For the
                                                     year ended     year ended
                                                     December 31,   December 31,
                                                        1998            1999
                                                     ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                   $(6,203)      $(49,162)
Adjustments to reconcile net loss to
    cash used in operating activities
  Shares issued for accrued salaries
  Depreciation                                            -0-            -0-
  Accounts payable and accrued expenses                 6,000          6,000
                                                     ----------     ----------
TOTAL CASH FLOWS FROM OPERATIONS                         (203)       (43,162)

CASH FLOWS FROM FINANCING ACTIVITIES
  Officer loan payable                                    792         48,805
                                                     ----------     ----------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                792         48,805

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

NET INCREASE (DECREASE) IN CASH                           (72)         5,643

CASH BALANCE BEGINNING OF PERIOD                          417            345

CASH BALANCE END OF PERIOD                               $345         $5,988
                                                     =========      ==========


                 See accompanying notes to financial statements.


                                       18

<PAGE>


                             ICT TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY


<TABLE>
<CAPTION>
                                                                    Deficit
                                    Common   Common  Additional    Accumulated
                                    Common   Stock    Paid in        During
Date                                                  Capital    Developent Stage  Total
----                                ------ --------  ----------  ---------------- -------
<S>                               <C>        <C>     <C>         <C>              <C>

Opening balances January 1, 1997  1,686,025 $1,686   $994,110   $(915,174)        $  80,622

Issuance of shares in             6,000,000  6,000                174,000           180,000

Net loss                                                         (120,798)         (120,798)

Balances December 31, 1997        7,686,025  7,686  1,168,110  (1,035,972)          139,824

Net loss                                                           (6,203)           (6,203)

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

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

Balances December 31, 1999        7,686,025  7,686 $1,168,110  (1,091,333)        $  84,459
                                  =========  ===== ==========  ===========        ==========



</TABLE>

                 See accompanying notes to financial statements




                                       19

<PAGE>

                             ICT TECHNOLOGIES, INC.
                       FOOTNOTES TO FINANCIAL STATEMENTS

Note 1 - Organization of Company and Issuance of Common Stock

         a. Creation of the Company

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

         b. Description of the Company

     The Company was formed to reorganize the business  affairs and the domicile
of ICT  Technologies,  Inc., a corporation  formed under the laws of New York on
February 8, 1994,  ("ICT NY"). The Company has an equity  ownership in the Frank
Lettau  Galleries,   Inc.,  New  York,  New  York  and  desires  to  expand  the
relationship  and buy and sell  investment  grade art and  antiques  for its own
account.

         c. Issuance of Shares of Common Stock

     In 1997,  the Company sold  6,000,000  shares of common stock for $0.03 per
share to Joshua Shainberg in  Consideration  for an offset of $120,000 in monies
due Mr. Shainberg and $60,000 in consulting fees due Mr. Shainberg.

Note 2 - Summary of Significant Accounting Policies

         a. Basis of Financial Statement Presentation

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$1,091,333 for the period from inception of ICT NY February 8, 1994, to December
31, 1999.  These factors  indicate that the  Company's  continuation  as a going
concern is dependent upon its ability to obtain adequate financing.  To date the
Company's day to day expenses are being paid by the officers of the

     Company.  The Company is seeking to develop business activities relating to
the buying and selling of art and antiques.  The Company has an equity  interest
in an art and  antique  dealer in New York  City and is  seeking  to expand  its
business  activities.  The Company will require substantial  additional funds to
finance its business  activities  on an ongoing basis and will have a continuing
long-term  need to obtain  additional  financing.  The Company's  future capital
requirements  will depend on  numerous  factors  including,  but not limited to,
continued  progress  developing  its source of inventory of art and antiques and
initiating  marketing  penetration.  The Company plans to engage in such ongoing
financing efforts on a continuing basis.

     The  financial  statements  presented  consist of the balance  sheet of the
Company as at December 31, 1999 and the related  statements  of  operations  and
cash flows for the years ending December 31, 1998 and 1999.

     b.   Cash and cash equivalents

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

                                       20

<PAGE>

     c.   Revenue recognition

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

     d.   Use of Estimates

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

         e. Significant Concentration of Credit Risk

     At December  31,  1999,  the Company  has  concentrated  its credit risk by
maintaining deposits in several banks. The maximum loss that could have resulted
from  this  risk  totaled  $-0-  which  represents  the  excess  of the  deposit
liabilities  reported by the banks over the amounts that would have been covered
by the federal insurance.

         f. Recent Accounting Standards

     Accounting for Derivative  Instruments and Hedging Activities  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities" (SFAS 133) was issued in June 1998. It is effective for
all fiscal  years  beginning  after June 15,  1999.  The new  standard  requires
companies to record  derivatives on the balance sheet as assets or  liabilities,
measured at fair value.  Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivatives
and whether  they  qualify for hedge  accounting.  The key  criterion  for hedge
accounting  is that  the  hedging  relationship  must  be  highly  effective  in
achieving  offsetting  changes in fair value or cash flows. The Company does not
currently  engage in derivative  trading or hedging  activity.  The Company will
adopt SFAS 133 in the fiscal year ending  December 31, 2000,  although no impact
on operating results or financial position is expected.

     Accounting  for the Costs of Computer  Software  Developed  or Obtained for
Internal Use.

         In  March  of  1998,  the  American   Institute  of  Certified   Public
Accountants  issued  Statement of Position  98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for Internal  Use".  SOP 98-1 requires
computer  software costs  associated with internal use software to be charged to
operations as incurred until certain  capitalization  criteria are met. SOP 98-1
is effective  beginning January 1, 1999. The Company is currently  assessing the
impact  that  adoption of this  statement  will have on  consolidated  financial
position and results of operations.

Note 3 - Reorganization of the Company

     On June 30,  1999,  the Company  exchanged on a one for one basis shares of
its common  stock for all the issued and  outstanding  shares of common stock of
ICT NY. The  transaction  has been  accounted for as a transfer and is accounted
for as if a pooling of interests  had  occurred  using  historic  costs with the
recording  of the net  assets  acquired  at their  historical  book  value  with
restatement of periods prior to the reorganization on a combined basis.

                                       21

<PAGE>

Note 4 - Equity Investment

     In 1995,  the Company  advanced Frank Lettau  Galleries  ("Gallery") of New
York, New York  $300,000.  As of December 31, 1995, the Company used this amount
as the  purchase  price of a 15% equity  interest in the Gallery.  In 1996,  the
Company  received a return of $150,000 by Frank  Lettau and reduced the value of
its equity interest to $150,000 while still maintaining its 15% equity interest.

Note 5 - Related Party transactions

     a.   Issuance of Shares of Common Stock

     In 1997,  the Company sold  6,000,000  shares of common stock for $0.03 per
share to Joshua Shainberg in  Consideration  for an offset of $120,000 in monies
due Mr. Shainberg and $60,000 in consulting fees due Mr. Shainberg.

     b.   Office Location

     The Company occupies office space at the office of the President located at
122 East 42nd Street,  17th Floor, New York, New York 10168 for a monthly rental
of $250.

     c.   Corporate Relationships

     Joshua Shainberg, President of the Company and Abraham Shainberg, Secretary
Treasurer of the Company are brothers.

Note 6 - Commitments and Contingencies

     At December  31, 1999,  the Company has not entered  into any  contracts or
commitments.

Note 7 - Income Taxes

     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any  represent  the  future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of December 31, 1999, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company's  financial  position  because the deferred tax asset related to
the  Company's  net  operating  loss  carryforward  and was  fully  offset  by a
valuation allowance.

     At December 31, 1999, the Company has net operating loss carry forwards for
income tax  purposes of  $1,091,333.  This  carryforward  is available to offset
future  taxable  income,  if any,  and expires in the year 2010.  The  Company's
utilization  of this  carryforward  against  future  taxable  income  may become
subject to an annual  limitation due to a cumulative  change in ownership of the
Company of more than 50 percent.

                                       22

<PAGE>

     The components of the net deferred tax asset as of December 31, 1999 are as
follows:

Deferred tax asset:

Net operating loss carry forward     $ 371,053

Valuation allowance                  $(371,053)
                                     -----------
Net deferred tax asset               $ -0-

     The Company  recognized no income tax benefit for the loss generated in the
period from  inception,  February 8, 1994,  to December 31,  1999.  SFAS No. 109
requires  that a valuation  allowance  be provided if it is more likely than not
that some  portion or all of a  deferred  tax asset  will not be  realized.  The
Company's  ability to realize  benefit of its  deferred tax asset will depend on
the  generation  of  future  taxable  income.  Because  the  Company  has yet to
recognize  significant  revenue  from  the  sale of its  products,  the  Company
believes that a full valuation allowance should be provided.

Note 8 - Business and Credit Concentrations

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

                                       23

<PAGE>


                                   SIGNATURES

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

                             ICT TECHNOLOGIES, INC.


Date: September 19, 2000


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

Date: September 19, 2000


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




                                       24

<PAGE>