<PAGE>


                                  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, 2000

[ ] 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 March 27,  2001,  there  were  7,686,025  shares of the  registrant's
common stock, par value $0.001 issued and outstanding. As of March 27, 2001, the
market  value of  securities  held by  non-affiliates  is $238,112  based on the
average of the high and low bid prices as reported by Yahoo.com.  for the 60 day
period ending March 27, 2001.  These  quotations  reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or  commissions,  and may not reflect actual
transactions.



                   (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 March 27, 2001.

                       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............................................... 2

ITEM 3. Legal Proceedings..................................................... 5

ITEM 4. Submission of Matters to a Vote of Security Holders................... 5

PART II

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

ITEM 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations................................... 7

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

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

PART III

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

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

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

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

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

                                        1

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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, 2000  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.

                                        2
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                                     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 of buying and selling
investment  grade art work. We previously  owned a 15% equity  interest in Frank
Lettau  Galleries,  located at 67 Monroe  Avenue,  Staten  Island,  New York. We
terminated our relationship with Frank Lettau  Galleries,  Inc. in December 2000
and  regained  possession  of  certain  pieces of our art in  January  2001.  In
February 2001, we sold two pieces of art for $7,000 and $2,000, respectively. We
have  encountered  difficulties in making a success of our business and can give
no assurances of future revenue or profit.

     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;

     We buy and sell  investment  grade  art  works,  although  we have not been
successful  in this  venture  to date.  We have been  attempting  to market  art
products in the wholesale and/or retail art and framing  markets.  We would like
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>

     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. 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. We have had little to no success in our distribution efforts.

     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 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 our reliance on sources of art
supply to market  and  sell.  We have 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 in costs and,  ultimately,  a decrease in our revenues.  Any such
increases could affect the profitability of future operations. With reference to
the  requirement  to comply  with the  Federal and State  Securities  laws,  the
failure to comply  with any of these  laws,  rules or  regulations  could have a
material adverse effect 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
$114,595  for the year ended  December  31,  2000 as compared to $49,162 for the
year ended December 31, 1999  representing a increase of $65,433.  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.

     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 Yahoo.com,  Inc. for the periods  ending  December 31, 2000 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, 2000
there were 253 shareholders of Common Stock.
                                               High            Low
                                               -----           ----
2000

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

1999

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

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, 2000 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, 1999 AND 2000

     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.  This
investment was  terminated in December  2000. We regained  possession of certain
works of art in January  2001.  Our company is in the process of  expanding  its
business  activities into 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.  To date, we have sold two pieces of art for $7,000
and $2,000 respectively. We can give no assurances that we will be successful in
our business endeavors.

     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.


     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.

     Results of Operations  for the year ended  December 31, 1999 as compared to
the to December 31, 2000.

     For the year ended  December 31, 2000,  our company  generated net sales of
$-0- as compared to $-0- for the year ended  December  31, 1999.  Our  company's
cost of goods sold for the year ended  December 31, 2000 was $-0- as compared to
$-0- for the year ended December 31, 1999.  Our company's  gross profit on sales
was approximately  $-0- for the year ended December 31, 2000 as compared to $-0-
for the year ended December 31, 1999.

     Our company's  general and  administrative  costs aggregated  approximately
$114,595  for the year ended  December  31,  2000 as compared to $49,162 for the
year ended December 31, 1999 representing an increase of $49,162. 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.

     Liquidity and Capital Resources.

     Our  company  increased  cash from  $5,988 at  December  31, 1999 to a cash
balance of $58,547 at December  31, 2000.  Working  capital at December 31, 2000
was negative at $30,132.  For the year ended December 31, 2000,  working capital
was provided by  management  for the payment of expenses.  At December 31, 2000,
our company  continued to be funded  through  officer loan balances  aggregating
$118,654.  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                44               President, Director

Bindiya Moorjani Ph.D.          34               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  Moorjani 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  Moorjani has been the  director,  secretary  and  treasurer of our
company since August 20, 2000.  This year, Ms. Moorjani was a awarded a Ph.D. in
biomedical  sciences from the Fishberg Research Center for  Neurobiology,  Mount
Sinai School of Medicine,  New York  University.  From 1993  through  1999,  Ms.
Moorjani was a graduate  researcher at the Mount Sinai School of Medicine in the
doctoral program  concentrating on neurobiology.  Ms. Moorjani received her M.A.
in  biopyschology  in 1993 from  Rockefeller  University/ City University of New
York,  Hunter College and her B.A. in psychology and experimental  research from
the University of Bombay, Bombay, India.


     (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, 2000.

     Item 10. Executive Compensation.

     The following table sets forth the compensation paid during the fiscal year
ended December 31, 2000, 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 2000 and no bonuses were awarded  during fiscal
2000.

                                       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.  The debt arose
from monies due to Mr. Shainberg for consulting services.

                           SUMMARY COMPENSATION TABLE


                                                       Long Term Compensation

                           Anual Compensation   Awards                   Payouts

<TABLE>
<CAPTION>


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

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


Joshua          2000  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Shainberg*#
President and
Director        1999  -0-    -0-   -0-          -0-         -0-           -0-      -0-


                1998  -0-    -0-   -0-          -0-         -0-           -0-      -0-

Bindiya         2000  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Moorjani#
Secretary,
Treasurer and   1999  -0-    -0-   -0-          -0-         -0-           -0-      -0-
Director

                1998  -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                             5,961,000               77.5%

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

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

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


     (2)  Percentage  of ownership  is based on  7,686,025  shares of our common
stock issued and outstanding as of December 31, 2000.

     (3) Mr.  Abraham  Shainberg was a director,  secretary and treasurer of our
company.  He  resigned  on  August  21,  2000  due to his  inability  to  devote
sufficient  time to the  business of our  company.  On  November  30,  2000,  he
transferred 450,000 shares of our common stock to Dr. Moojani,  secretary of our
company in consideration for a one-year  promissory note in the principal amount
of $45,000.  Our company requested that Dr. Moorjani sign a six-month lock up on
the sale of any of these shares.  Mr.  Shainberg  holds 9.7% of our  outstanding
common  stock.  Note that  300,000  shares which had been  transferred  to Furio
Maglione  are now being held by our  transfer  agent  pursuant  to a court order
pending final  resolution.  If successful,  Mr. Shainberg may be entitled to Mr.
Maglione's shares.  Litigation  surrounding the Maglione matter was commenced in
May 1999. See Item 3 of Part II, Legal Proceedings

     Item 12. Certain Relationships and Related Transactions.

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


                                       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, 2000

         Statement of Operations for the years ended December 31, 2000, and 1999

         Statement of Cash Flows for the years ended December 31, 2000 and 1999

         Statement of Stockholders' Equity for the years ended December 31, 2000
           and 1999

     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, 2000 and the related  statements of  operations,  cash flows and
shareholders'  equity for the years  ending  December  31, 1999 and 2000.  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, 2000 and the results of its  operations,  shareholders  equity and
cash flows for the years ending  December 31, 1999 and 2000 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


April 14, 2001
Paterson, New Jersey



                                       F-1




                             ICT TECHNOLOGIES, INC.
                                  BALANCE SHEET

                                                               December 31, 2000
                                     Assets
Current assets
     Cash                                                                 58,547

     Total current assets                                                101,500
                                                                        --------

     Total assets                                                       $160,047
                                                                        ========


                            Liabilities and Stockholders' Equity

Current liabilities
     Officer loan payable                                                190,179
                                                                         -------
     Total current liabilities                                           190,179


Stockholders' equity
     Common Stock authorized  10,000,000 shares, $0.001 par value each. At 7,686
     December 31, 2000, there are 7,686,025 shares outstanding.
Additional paid in capital                                             1,168,110
Deficit accumulated during the development stage                     (1,205,928)
                                                                     -----------
Total stockholders' equity                                              (30,132)

Total liabilities and stockholders' equity                              $160,047
                                                                      ==========

                 See accompanying notes to financial statements

                             ICT TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS


                                                     For the          For the
                                                    year ended       year ended
                                                   December 31,     December 31,
                                                      2000              1999
Revenue                                               $-0-              $-0-

Costs of goods sold                                    -0-               -0-

Gross profit                                           -0-               -0-

Operations:
  General and administrative                         114,595            49,162
  Depreciation and  amortization                       -0-               -0-
                                                     --------           --------
  Total expense                                      114,595            49,162

Loss from operations                                (114,595)          (49,162)



Net income (loss)                                   $(114,595)        $(49,162)
                                                    ==========        ==========
Net income (loss) per share -basic                     $(0.02)          $(0.01)
Number of shares outstanding-basic                   7,686,025        7,686,025
                                                     =========        ==========

                 See accompanying notes to financial statements


                             ICT TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
                                                       For the         For the
                                                     year ended      year ended
                                                    December 31,    December 31,
                                                        2000            1999
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  $(114,595)      $(49,162)

Adjustments to reconcile net loss to cash used in operating activities
  Loss on equity inves                                 48,500
  Depreciation                                          -0-             -0-
  Accounts payable and accrued expenses                                6,000
                                                       ------         ------
TOTAL CASH FLOWS FROM OPERATIONS                      (66,095)       (43,162)

CASH FLOWS FROM FINANCING ACTIVITIES
  Officer loan payable                                118,654         48,805
                                                      -------         ------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES            118,654         48,805

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

NET INCREASE (DECREASE) IN CASH                        52,559          5,643
CASH BALANCE BEGINNING OF PERIOD                        5,988            345
CASH BALANCE END OF PERIOD                            $58,547         $5,988
                                                      =======         =======


                 See accompanying notes to financial statements


                             ICT TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY

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

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


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

Net loss                                                                                           $(49,162)         $(49,162)
                                                                                                 ===========          ========

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

Unaudited
Net los                                                                                           (114,595)          (16,842)
                                                                                                 ===========         =========
Balances December 31, 2000              7,686,025           7,686          1,168,110            $(1,205,928)         $(30,132)


</TABLE>



















<PAGE>





Note 1 - Organization of Company and Issuance of Common Stock

          a. Creation of the Company

     ICT  Technologies,  Inc.,  (the  "Company")  was  formed  under the laws of
Delaware on May 27, 1999 and 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.

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
$1,205,928 for the period from inception of ICT NY February 8, 1994, to December
31, 2000.  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 had an equity  interest in an art and
antique  dealer in New York City and has  converted  the  balance of that equity
interest into inventory upon severing the  relationship 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, 2000 and the related  statements  of  operations  and
cash flows for the years ending December 31, 2000 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.

          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,  2000,  the Company  has  concentrated  its credit risk by
maintaining deposits in several banks. The maximum loss that could have resulted
from this risk  totaled  $58,547  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 adoption of this statement had no
impact on the Company's  financial  position and results of  operations  for the
year ended December 31, 2000.


Note 3 - 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 4 - Related Party transactions

          a. 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.

          b. Corporate Relationships

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

Note 5 - Commitments and Contingencies


     At December  31, 2000,  the Company has not entered  into any  contracts or
commitments.


Note 6 - Income Taxes

     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any  represent  the  future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities are recovered or settled.

     As of December 31, 2000, 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, 2000, the Company has net operating loss carry forwards for
income tax  purposes of  $1,205,928.  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.

     The components of the net deferred tax asset as of December 31, 2000 are as
follows:

Deferred tax asset:
                    Net operating loss carry forward       $ 410,015
                    Valuation allowance                    $(410,015)
                                                         -------------
                    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,  2000.  SFAS No. 109
requires  that a valuation  allowance  be provided if it is more likely than not
that some  portion or all of a  deferred  tax asset  will not be  realized.  The
Company's  ability to realize  benefit of its  deferred tax asset will depend on
the  generation  of  future  taxable  income.  Because  the  Company  has yet to
recognize  significant  revenue  from  the  sale of its  products,  the  Company
believes that a full valuation allowance should be provided.

Note 7 - Business and Credit Concentrations

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



                                       23




                                   SIGNATURES

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

                             ICT TECHNOLOGIES, INC.


Date: April __, 2001


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

Date: April __, 2001


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




                                       24