SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB/A

                                   AMENDMENT NO. 1

                       Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934

   For the Quarter Ended                                       Commission File
   February 28, 1997                                            Number 0-19796


                   INTERACTIVE TECHNOLOGIES CORPORATION, INC.
               (Exact name of registrant as specified in charter)


   Wyoming                                                         98-0120805

   (State or other                                              (IRS Employer
   jurisdiction of                                         Identification No.)
   incorporation)


                         102 South Harbor City Boulevard
                            Melbourne, Florida 32901
                    (address of Principal Executive Offices)

                                  407-953-4811
               (Registrant's telephone number including area code)


   Check mark  whether the issuer (1) filed all reports  required to be filed by
   Section 13 or 15(d) of the  exchange  Act during the  preceding 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.
                          Yes_____X____  No __________

   The Registrant  has 12,139,865  shares of common stock,  par value $0.01 per
   share issued and outstanding as of February 28, 1997.

   Traditional Small Business Disclosure Format

                          Yes _____X_____ No __________










               



                                                           

<PAGE>


                   Interactive Technologies Corporation, Inc.

                                Table of Contents


   PART I - FINANCIAL INFORMATION                                      Page No.


   Item 1.   Financial Statements                                        2-9

               Balance Sheet as of  February 28, 1997
               Statement of Operations for the three
                    months and nine months ended
                    February 28, 1997 and February 29, 1996
               Statement of Cash Flows for the nine month
                    ended February 28, 1997 and
                    February 29, 1996
               Notes to Financial Statements

   Item 2.   Management's Discussion and Analysis and                   10-12
               Plan of Operations


   PART II - OTHER INFORMATION                                            12


   Item 1.   Legal Proceedings                                            

   Item 2.   Changes in Securities

   Item 3.   Defaults upon Senior Securities
   Item 4.   Submission of Matters to a Vote of Security Holders
   Item 5.   Other Information

   Item 6.   Exhibits and Reports on Form 8-K




























                                       1
<PAGE>


Part 1-Financial Information
       Item 1   Financial Statements
       -----------------------------


               Interactive Technologies Corporation, Incorporated
                                 Balance Sheet
                                February 28,1997


                                      Assets                       Page 1 of 2
                                      ------

                                                              FEBRUARY,28
                                                                  1997
                                                       -------------------------
                                                              (unaudited)
                                                       -------------------------
Current Assets:
       Cash                                                      $       12,579
       Accounts receivable, trade                                        35,235
       Notes receivable                                                 150,000
       Prepaid expenses and other assets                                  8,813
                                                       -------------------------

            Total current assets                                        206,627
                                                       -------------------------

Property and equipment, at cost, net of
$18,541 of accumulated depreciation                                     96,289
                                                       -------------------------

Other Assets:

       Organizational costs, net of $2,134 of
            accumulated amortization                                      1,866
       License rights, net of $ 270,000 of
            accumulated amortization                                    408,050
       Proprietary software and trademark,
            net of $676,380 of accumulated amortization               4,734,662
                                                       -------------------------



                                 Total Assets                    $    5,447,494
                                                       =========================





      Accompanying notes are an integral part of the financial statements.






















                                       2
<PAGE>

 
               Interactive Technologies Corporation, Incorporated
                                  Balance Sheet
                                February 28,1997

                                                                    Page 2 of 2


                       Liabilities and Stockholders'Equity

                                                              FEBRUARY,28
                                                                 1997
                                                       -------------------------
                                                              (unaudited)
                                                       -------------------------
Current Liabilities:
       Accounts payable, trade                                   $      140,624
       Accrued Expenses
            Related Parties
            Others                                                       80,380
       Loans Payable
            Related Parties
            Others                                                      144,200
       Current portion of long-term liabilities                         171,228
                                                       -------------------------

            Total current liabilities                                   536,432
                                                       -------------------------

Long-term liabilities:
       License rights payable                                           499,573
       Convertible debentures payable                                   800,000
                                                       -------------------------
                                                                      1,299,573

Commitments and contingencies:                                                -

Stockholders' equity:
       Common Stock $.01 par value
             12,500,000 shares authorized,
             12,159,863 issued and outstanding                          121,399
       Paid-in capital in excess of par                               9,492,845
       Accumulated deficit                                           (6,002,755)
                                                       -------------------------
                                                                      3,611,489
                                                       -------------------------

                                                                 $    5,447,494
                                                       =========================


      Accompanying notes are an integral part of the financial statements.























                                       3
<PAGE>


               Interactive Technologies Corporation, Incorporated
                              Statements of Operations
                  For the Three Months Ended February 28, 1997


                                          FEBRUARY,28              FEBRUARY,29
                                              1997                     1996
                                        ---------------          ---------------
                                          (unaudited)              (unaudited)
                                        ---------------          ---------------

Revenue                                 $        7,233             $          -
                                        ---------------          ---------------


Operating expenses:
     Depreciation                                5,403                        -
     Amortization                              227,202                   48,450
     General and administrative                140,110                   68,064
     Interest expense:                                                        -
          Stockholder                                                         -
          Other                                 10,408                   22,194
     Management fee-stockholder
                                        ---------------          ---------------
                                               383,123                  138,708

                                        ---------------          ---------------
Loss from operations                          (375,890)                (138,212)

Income/(loss) before income taxes             (375,890)                (138,212)

Provision for income taxes                           -                        -
                                        ---------------          ---------------

Net income/(loss)                       $     (375,890)          $     (138,212)
                                        ===============          ===============



Net income/(loss) per share

             Primary                    $        (0.03)                   (0.01)
             Diluted                    $        (0.03)                   (0.01)





      Accompaning notes are an integral part of the financial statements.

























                                       4
<PAGE>



               Interactive Technologies Corporation, Incorporated
                            Statements of Operations
                   For the Nine Months Ended February 28, 1997


                                            FEBRUARY,28             FEBRUARY,29
                                               1997                    1996
                                        -----------------        ---------------
                                            (unaudited)             (unaudited)
                                        -----------------        ---------------
Revenue                                       $ 197,675                $ 14,147
                                        -----------------        ---------------

Other Income                                        129                       -

Operating expenses:
     Depreciation                                16,209                       -
     Amortization                               704,879                  64,600
     General and administrative               1,311,354                 154,592
     Interest expense:
          Stockholder                                 -                  27,368
          Other                                  45,043                  28,821
     Management fee-stockholder                       -                  16,666
                                        -----------------        ---------------

                                              2,077,485                 292,047
                                        -----------------        ---------------
Loss from operations                         (1,879,681)               (277,899)

Gain on disposition of
     joint venture interest                                             701,865

Gain on sale of 90% of
     Charleston license                         311,500                       -

 Income/(loss) before income taxes           (1,568,181)                423,966

Provision for income taxes                            -                       -
                                        -----------------        ---------------

Net income/(loss)                         $  (1,568,181)          $     423,966
                                        =================        ===============


Net income/(loss) per share
             Primary                            $ (0.13)          $        0.06
             Diluted                            $ (0.13)          $        0.06


      Accompaning notes are an integral part of the financial statements.























                                       5
<PAGE>

 
               Interactive Technologies Corporation, Incorporated
                             Statement of Cash Flows
                   For the Nine Months Ended February 28, 1997


                                                FEBRUARY,28        FEBRUARY,29
                                                   1997                1996
                                              --------------      --------------
                                                (unaudited)         (unaudited)
                                              --------------      --------------
Cash flows from operating activities:
    Interest income received                  $         -          $        516
    Cash received from customers                  102,446                     -
    Cash paid to employees                       (427,489)             (218,902)
    Cash paid to suppliers                       (850,831)             (173,774)
    Interest paid:
      Stockholder
      Others                                      (32,252)               (5,767)
 Net cash used in operating activities         (1,208,126)             (397,927)
                                              --------------      --------------

Cash flows from investing activities:
    Dposit from contract sale                                            88,219
    Purchase of property and equipment             (4,260)              (52,595)
    Capitalized software development reduction     50,000
    License rights payment                       (232,000)
    Investment in subsidiary - SNT                147,690
    Changes in other assets, net                                         (2,350)
 Net cash used in investing activities           ( 38,570)               33,274
                                              --------------      --------------

Cash flows from financing activities:
    Issuance of convertible debentures            300,000               450,000
    Issuance of common stock in
          reverse acquisition                                            20,861
    Proceeds from note payable
          stockholder corporation                                         1,000
    Common stock issued for cash                  576,862
    Promissory notes isssued for cash             221,200
    Contract of sale deposits received             98,099
 Net cash provided by financing activities      1,196,161               471,861
                                              --------------      --------------

Net change in cash                                (50,535)              107,208

Cash at beginning of period                        63,114                11,745
                                              --------------      --------------

Cash at end of period                       $      12,579          $    118,953
                                              ==============      ==============


      Accompaning notes are an integral part of the financial statements.





















                                       6
<PAGE>


                   Interactive Technologies Corporation, Inc.
                             Statement of Cash Flows
                   For the Nine Months Ended February 28, 1997

                    Reconciliation of Net Income to Net Cash
                          Used in Operating Activities


                                               FEBRUARY,28          FEBRUARY,29
                                                   1997                 1996
                                              -------------        -------------
                                               (unaudited)          (unaudited)
                                              -------------        -------------
Net income/loss                              $  (1,568,181)       $     420,049

Adjustments to reconcile net
 income/loss to net cash used in
 operating activities:
    Amortization                                   704,879               64,600
    Depreciation                                    16,209                2,292
    Decrease in accounts receivable                 19,917              (2,920)
    Increase in notes receivable                  (150,000)                   -
    Decrease in accounts payable                  (225,178)              63,553
    Increase in prepaid expenses                   (21,918)
    Increase/decrease in other
          accrued expenses                         (39,288)             (25,771)
    Increase in accrued management
          fees payable, stockholder                      -               16,666
    Increase in accrued interest payable,
           stockholder                                   -               27,368
    Stock issued for supplies and services         366,934
    Gain on disposition of joint
          venture interest                               -             (701,865)
    Gain on sale of Charleston license            (311,500)
    Increase in capitalized program
          development costs                              -             (261,899)
    Total adjustments                              360,055             (817,976)

    Net cash used in operating activities    $  (1,208,126)       $    (397,927)
                                             ==============       ==============


      Supplemental Schedule of Non-Cash Investing and Financial Activities


Stocks issued for supplies
     and services                            $     366,934

Issuance of common stock for assets,
     net of various liabilities in
     reverse acquisition transaction                              $   4,830,386

Disposition of joint venture interest
     in exchange for note payable
     and accrued interest and managment
     fees payable                                                 $     701,865



      Accompaning notes are an integral part of the financial statements.














                                       7
<PAGE>
                   INTERACTIVE TECHNOLOGIES CORPORATION, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

     Interactive Technologies  Corporation,  Inc. (the Company) was incorporated
in the state of Wyoming on August 8, 1991.  On October  20,  1995,  the  Company
entered  into  a  reverse   acquisition   transaction,   described  below,  with
Syneractive,  Inc. (SI). SI was  incorporated  in the state of Florida on August
31, 1995.  Prior to October 20, 1995,  the Company was engaged  primarily in the
business of exploiting its rights under a license  granted by CST  Entertainment
Imaging,  Inc.  The license  gave the Company  the  exclusive  right to colorize
black-and-white film and videotape,  including black-and-white  theatrical films
and  television  programs,  which  were  originally  produced  for  distribution
primarily within European countries. However, the Company abandoned the business
of exploiting  the license (see Note 3) on October 18, 1995 as a result of being
unable to realize any revenue  from the  license.  SI,  which was  acquired in a
reverse  acquisition,  obtained  license rights from the Federal  Communications
Commission to operate  interactive  and data service systems in the Charleston -
North Charleston, SC and Melbourne - Titusville, Florida metropolitan areas.

     Syneractive,  Inc. also acquired proprietary software and a trademark known
as Rebate  TV,  which is a  marketing  and sales  medium  for a wide  variety of
products and services.  Advertisers on Rebate TV will offer substantial  rebates
to the network's viewers through a unique interactive rebate program. Touch-tone
phones will initially interact the network to secured earned rebates,  and later
the network  will be  accessed  via  wireless  digital  communications  networks
currently under development.  The Rebate TV operations  commenced April 15, 1996
and  serve   customers  in  the  eastern  United  States.   Management   expects
exploitation  of the FCC  licenses to commence in 1997.  They intend to hire the
necessary management  personnel,  raise addition capital and generate profitable
operations needed to continue its existence.

     Syneractive, Inc. was dissolved on October 30, 1995.

Reverse acquisition
-------------------

     On October 1, 1995, the Company issued  5,700,000 shares of common stock to
its current  sole  director  and  officer in exchange  for the net assets of SI.
After the issuance of such stock, the current  director and officer  effectively
controlled the Company,  holding  approximately  50.1% of the outstanding common
stock.

     Prior to the reverse acquisition,  the current sole director and officer of
the Company owned all of the outstanding  common stock of SI.  Accordingly,  the
reverse  acquisition has been accounted for at the historical cost of the assets
acquired.

 Consolidated principles
 -----------------------
     On April 9, 1996 the Company  formed a wholly owned  subsidiary,  Satellite
Network  Television  (SNT), by issuing 1,000,000 common stock shares to ITC. SNT
operates  television studios, a post production facility and satellite links. It
will produce commercials, infomericals, business videos, commercial programming,
and  remote  broadcasts  for both the  Company's  Rebate TV  operations  and for
outside  customers.  Until SNT has operations,  the Company will not consolidate
this subsidiary and reflect an investment in subsidiary on its balance sheet.

     The accompanying  financial  statements include the general accounts of the
Company  and  accordingly  do not include the  financial  statements  of SNT. At
balance sheet date, no  continuing  operation had been  initiated by SNT and the
Company was considering disposition of this subsidiary.









                                       8
<PAGE>
 
                   INTERACTIVE TECHNOLOGIES CORPORATION, INC.
                          NOTES TO FINANCIAL STATEMENTS


Basis of Presentation
---------------------

     The  financial  information  presented as of any date other than May 31 has
been  prepared  from the books  and  records  without  audit.  The  accompanying
financial  statements have been prepared in accordance with the  instructions to
Form 10QSB and do not include all of the information and the footnotes  required
by generally  accepted  accounting  principals for complete  statements.  In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary for a fair  presentation  of such financial  statements,
have been included.

     These  financial   statements  should  be  read  in  conjunction  with  the
consolidated  financial  statements and notes thereto for the year ended May 31,
1996 contained in the Company's 10KSB Annual Report.

Management estimates
--------------------

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

Earnings per share
------------------

     Primary  and  fully   diluted  earnings per  share  amounts  are based upon
11,972,509 for February 28, 1997 and 11,660,790 for February 29, 1996,  weighted

effect has been given to the assumed exercise of stock options and warrants  and
convertible debentures as the effect would be antidilutive.

 2.    COMMITMENTS AND CONTINGENCIES
 
        NONE

 3.    CONVERTIBLE DEBENTURES

     During the nine months ended February 28, 1997, the Company issued $300,000
of 8%  convertible  debentures  maturing  through  April  2001.  The  bonds  are
convertible  into shares of the company's  common stock at conversion  prices of
$1.00 to $3.75.  In the event that the Company  becomes a private  company,  the
lenders have the right to immediately require redemption at a rate of 10% of par
in the first year the Company  becomes  private plus an  additional  1% for each
year to redemption.

 5.    INCOME TAXES

     The Company used the accrual  method of  accounting  for tax and  financial
reporting  purposes.  At February 28, 1997,  the Company had net operating  loss
carryforwards  for  financial  and  tax  reporting   purposes  of  approximately
$6,600,000.  These  carryforwards  expire through the year 2010, and are further
subject to the provisions of Internal Revenue Code Section 382.

     Pursuant to  Statement  of  Financial  Accounting  Standards  No. 109,  the
Company has  recognized a deferred tax asset  attributable  to the net operating
loss carryover,  net of a deferred tax liability related to amortization  timing
differences,  in the  amount  of  $2,266,549  which has been  fully  offset by a
valuation allowance in the same amount, as follows:








                                       9
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

FISCAL YEAR 1996 AND INTERIM PERIOD FROM NOVEMBER  30, 1996 THROUGH 
FEBRUARY 28, 1997.

     The  Company's  research and  development  efforts  consumed the  technical
efforts of the  Company  from  October  1995  through the airing of Rebate TV on
April 15, 1996, and involved two basic areas: the television programming for the
shows, and the data management and computer  interface  development  efforts for
the interaction with the retailers and the consumers.  None of this expense will
be borne  directly  by the  retailers  or the  consumers,  but will be  recouped
through profits as the Company expands its markets.

     Development of Rebate TV basic  programming by ITC has been done during the
fiscal year with Century III at Universal Studios, Florida. Established in 1976,
Century  III has  serviced a widely  diverse  client  base with high  production
values  utilizing  the  latest  and  finest in  production  and  post-production
hardware. This includes local, regional, national and international projects for
all  four  broadcast  television  networks,  national  cable  networks  such  as
Nickelodeon and HBO, major independent producers, advertising agencies and major
corporate and governmental  organizations such as Digital Equipment Corporation,
Harris Corporation,  General Electric,  NCR, AT&T, Kodak, Polaroid,  Walt Disney
World, Harcourt Brace Jovanovich,  FPL Group,  Westinghouse,  McDonnell Douglas,
Martin  Marietta,  Reebok,  International  and NASA.  The creative  director for
Rebate TV is Michael  Hamilton who has  designed,  directed  and  produced  such
television  series as "Magnum P.I.,  "Simon & Simon",  "Wings" and "The Twilight
Zone". His commercial experience includes such clients as Cadillac, Texaco, Coca
Cola, Heineken,  American Airlines,  Donna Karan, Elizabeth Arden, QVC, Business
Technology Management and the Family Channel.

     The  computer  development  efforts  related  to Rebate TV were done at the
Company's  engineering  offices in  Melbourne,  Florida,  where the hardware and
software  designs and  specifications  were  developed,  tested and  implemented
during the current fiscal year, to:

         (*)   manage the large amounts of data and transactions involved in 
               collecting and verifying sales information from the Rebate TV
               retailers;
         (*)   calculate the rebates, record the credits, and issue the checks
               to the consumer;
         (*)   accommodate and record the telephone rebate requests, and provide
               automated participation information to the public.

     ITC looks to Rebate TV to attract its share of the Communications  Industry
end-user  market  estimated to be $189.3  billion by 1998.  Interactive  digital
media is projected to remain the fastest growing category in the industry.1

     Internet  Access.  ITC's  Internet  home pages for use with Rebate TV allow
viewers to access the program's  data base through the Internet.  It allows them
to view the status of their accounts, enter vendor rebate claims, and later will
allow  viewers to access a variety of  products  and  services  associated  with
Rebate TV which  the  Company  expects  to  include.  Rebate  TV is  located  at
http://www.rebatetv.com.

     Network  Operations.  ITC is in  development  and  production  of  its  own
television   channel  and  is  scheduled  to  distribute  its  Rebate  TV  video
programming  in this  format  to  customers.  The  Company's  distribution  plan
currently  provides for distribution of this programming  started in the central
Florida markets to expand from there. Overall, during the next 18-36 months, the
Company's  plan  calls for the Rebate TV to expand  into 25 of the top  national
markets within three years from the date of first broadcast. The Company expects
to hire as many as 50  additional  employees  over the next 24 months to support
the  operation  of this  programming  and to  continue to develop and refine the
programming as the Company adds markets for these services.

     In furtherance of its network creation activities, the Company initiated an
affiliate program by market  demographic  area. Under this program,  the Company
pre sells 10 of the 14 minute program  segments per one half hour program to the
affiliate in the  designated  market area who is  responsible  to local  program
affiliate operations. The initial affiliate market under this program is Dayton,
Ohio  however  this  market is not yet open and until the first 3-6  markets are
established in this manner, there is no assurance that any particular market can
or will get underway during this period. The Company will make a decision during
the next quarter whether or not to continue this method of expansion.
--------
1 The Veronicas, Shudder & Associates Communications Industry Forecast,July 1994
   ----------------------------------------------------------------------
                                       10
<PAGE>

     The Company has negotiated a strategic  alliance with Bottom Line,Inc.,  an
Atlanta,  Georgia production andpost production facility and expects to move the
majority of its production to their  facilities  during the next 12 months.  The
Company has withdrawn from an undertaking  with  Satellite  Network  Television,
Inc. and will not be looking to those facilities for its production  services in
the future.

     Interactive  Video and Data  Services.  As part of ITC's  commitment to the
evolution  of  interactive  television,  its Federal  Communications  Commission
Interactive  Video  and  Data  Services  (IVDS)  radio  station  license  in the
Melbourne-Titusville-Palm  Bay,  FL  and  a  10%  interest  in  Charleston-North
Charleston,  SC  service  areas  represent  an  additional  enhancement  to  the
Company's programming distribution. These licenses have a duration of an initial
five years,  and are renewable if all conditions of the license are met. IVDS, a
two way  communications  system,  will allow  viewers to take an active  role in
systems  delivered  through broadcast  television,  cable  television,  wireless
cable,  direct broadcast  satellite or other future television delivery methods.
IVDS is regulated as a personal  radio  service under the rules of the FCC which
has  allocated  spectrum in the 218-219 MHz range for its use.  IVDS systems are
designed to operate with a hand-held  remote  control  device that  controls the
interactive  set top device on the  subscriber's  television set. A viewer would
interact with the TV station through a radio signal using an IVDS frequency.

     The Company is reviewing  alternative uses and equipment  proposals for its
Melbourne-Titusville-Palm  Bay,  FL license  and expects to proceed to install a
system for this license within the next 24 - 36 months.

     Although  ITC will run its Rebate TV and other  programs on its own service
area  systems,  the  programs  it  develops  are  intended  for  use on  various
interactive  delivery systems and are not specific to Interactive Video and Data
Services  systems.  They are marketed to all of these various delivery  systems.
For broadcast of Rebate TV programming  the Company  currently uses and plans to
use standard video media distribution methods such as cable, broadcast stations,
wireless cable and direct broadcast satellite. Although the Company has designed
its  programs to utilize an IVDS  return link (a "return  link" is the method by
which data is sent from the  consumer  or viewer back to the  originator  of the
program),  they are also designed to accommodate  other return links such as the
telephone.  The  Company  has  purchased  equipment  and  software  to provide a
telephone  return link as an interim  return  link for its own license  areas as
well as other areas where it is providing programming, to be utilized where IVDS
is not available; until the installation an operation of the IVDS equipment as a
return link is completed as well as for use with non subscribers to IVDS.

     Intellectual Content. The Company has developed a plan for the accumulation
and sale of intellectual  content.  This content takes several forms,  including
completed  television and video programming,  both developed and produced by the
Company  and  by  third  parties;   property   rights  to  written  scripts  and
publications  for the purpose of  producing  or having  produced  television  or
motion picture products; and program ideas, concepts and designs.

     This plan  commenced  during the last month of the fiscal year. In addition
to the Rebate TV  programs,  the  company has filed and had  accepted  Trademark
applications with the United States Patent and Trademark Office for "Rebate TV",
"Television  and pays you to shop"  and for  "DEAL!  DEALS!  DEALS!"  (a  direct
shopping program which the Company has produced).

     The  Company  has  acquired  movie and  television  rights  for one year to
Special  Treatment and to Overboard,  novels currently in print. The company has
begun  soliciting  interest  in  these  properties,  however  no  production  or
production  agreements are in place and there is no assurance that any agreement
will be completed during the term of the rights.

     The  Company has in  addition  under this plan a number of  projects  under
consideration  and  review.  To date,  revenue  from these  activities  has been
limited to the Rebate TV  television  program,  and to a limited  showing of its
DEAL! DEALS!  DEALS!  program.  There is associated with each of these shows and
projects a lead time or advance period necessary for development and scheduling.
In  addition,  the  company  may elect to sell  outright  or resell any of these
properties.






                                      11
<PAGE>

FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

     Revenues from operations for the Quarter reported were $7,233,  up from $0
for the same period for the previous  year.  The Company has  concluded its beta
test  period  for  Rebate  TV and is  preparing  for  full  network  operations.
Operating  expenses for the Quarter reported increased to $383,123 from $138,708
the previous  year.  Increased  expenses  were due to the  company's  operations
directed at  expansion  of Rebate TV into the  national  market.  The  Company's
computer  operations  were developed to operate at a level to service a national
market and those operations will make up a significant  portion of the operating
expenses which will proportionately decrease as the Company adds markets for its
productions.  The  Company  expects  its  expenses  to  expand  at a  decreasing
percentage as it expands into additional markets.

     During  the first nine  months of the  current  fiscal  year,  the  Company
received  $576,862  net of cost from the private sale of its common stock and an
additional $221,200 in loans. The Company does not expect to receive significant
revenues  from  projects  other that Rebate TV until the second half of calendar
year 1997. Although the Company has no written commitments for additional funds,
it believes  that it can raise  additional  cash  required for  expansion of its
markets through private sources. The Company expects to require additional funds
over the next 12  months  for the  expansion  and  addition  of  market  for its
products and operations.

PART II Other Information


Item l.  Legal Proceedings

     The  Company is a  defendant  in a  proceeding  filed in the United  States
District Court for the Southern  District of New York. It accepted service April
5, 1997 in an action  brought by  Studiolink  Corporation  and Steven Campus for
damages  arising out of an equipment  lease  agreement.  The Company  expects to
assert  counterclaims  against the Plaintiffs for losses suffered as a result of
their  failure to  perform.  Settlement  discussions  have been  ongoing and the
Company  expects  this matter to be settled in a manner not  unfavorable  to the
Company

 




































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<PAGE>

 


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing and has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Melbourne, State of Florida, on April 14, 1997.


 

                              Interactive Technologies Corporation, Inc.


                              by: /s/ Perry Douglas West 
                                  ---------------------------
                                  Perry Douglas West, Chief Executive Officer



















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