SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB/A

                                  

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

     For the Quarter Ended                                  Commission File 
     August 31, 1996                                        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 11,866,491  shares of common stock,  par value $0.01 per
    share issued and outstanding as of August 31, 1996.

    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 August 31, 1996
             Statement of Operations for the three
                months ended August 31, 1996 and  August 31, 1995
             Statement of Cash Flows for the three
                months ended August 31, 1996 and August 31, 1995

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


   PART II - OTHER INFORMATION                                             13


   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 I - FINANCIAL INFORMATION

   Item 1.        Financial Statements

               Interactive Technologies Corporation, Incorporated
                                 Balance Sheets
                   For the Three Months Ended August 31, 1996

                                                 Assets
                                                             August 31,
                                                               1996
                                                   -----------------------------
                                                            (unaudited)
                                                   -----------------------------
Current Assets:
      Cash                                                      $        14,695
      Accounts receivable, trade                                         24,167
      Prepaid expenses and other assets                                  15,593
                                                   -----------------------------
                                                                         54,455
           Total current assets                    -----------------------------

Property and equipment, at cost, net of 
$13,138 of accumulated depreciation                                     101,692
                                                   -----------------------------

Other Assets:

      Organizational costs, net of $1,734 of
         accumulated amortization                                         2,266

      Investment in Subsidiary-SNT                                      314,899

      License rights, net of $294,334 of 
         accumulated amortization                                       670,666

      Proprietary software and
         trademark, net of $289,877
         of accumulated amortization                                  5,121,165
                                                   -----------------------------
                                                                      6,108,996
                                                   -----------------------------

                              Total Assets                      $     6,265,143
                                                   =============================




     Accompanying notes are an integral part of the financial statements.



                                       2
<PAGE>

               Interactive Technologies Corporation, Incorporated
                               Balance Sheets
                   For the Three Months Ended August 31, 1996

                       Liabilities and Stockholders'Equity
                       -----------------------------------

                                                             August 31,
                                                               1996
                                                   -----------------------------
                                                            (unaudited)
                                                   -----------------------------
Current Liabilities:
      Accounts payable, trade                                   $       225,023

      Accrued Expenses
           Related Parties                                                    -
           Others                                                        77,683
      Contract of sale deposit                                          500,000
      Loans Payable
           Related Parties
           Others                                                       252,462
      Current portion of long-term liabilities                          171,227
                                                   -----------------------------

           Total current liabilities                                  1,226,395
                                                   -----------------------------

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

Commitments and contingencies:

Stockholders' equity:
      Common Stock $.01 par value;
            12,500,000 shares authorized,
           11,866,491 issued and outstanding                            118,665
      Paid-in capital in excess of par                                8,796,652
      Accumulated Deficit                                            (5,176,142)
                                                   -----------------------------
                                                                      3,739,175
                                                   -----------------------------

                                                                $     6,265,143
                                                   =============================




     Accompanying  notes  are an  integral  part of the  financial statements.

                                       3
<PAGE>
               Interactive Technologies Corporation, Incorporated
                              Statements of Operations
               For the Three Months Ended August 31, 1996 and 1995

                                         August 31,             August 31,
                                           1996                   1995
                                   ---------------------- ----------------------
                                        (unaudited)            (unaudited)
                                   ---------------------- ----------------------
Revenue                             $      12,835               $      -
                                   ---------------------- ----------------------

Operating expenses:
    Depreciation                            5,403                      -
    Amortization                          240,809                      -
    General and administrative            658,175                 21,544
    Interest expense:
    Interest-Related parties                    -                 20,525
    Other                                       -                      -
                                   ---------------------- ----------------------

                                          904,387                 41,570
                                   ---------------------- ----------------------
                                   

Net Loss for Period                      (891,552)               (41,570)

Loss before income taxes                 (891,552)               (41,570)

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

Net Loss                             $   (891,552)            $  (41,570)
                                   ====================== ======================


Net loss per share

              Primary                $        0.08             $     0.01
              Diluted                $        0.08             $     0.01





 Accompanying  notes  are an  integral  part  of the  financial statements.

                                       4
<PAGE>
               Interactive Technologies Corporation, Incorporated
                             Statement of Cash Flows
               For the Three Months Ended August 31, 1996 and 1995

                                               August 31,          August 31,
                                                  1996                1995
                                          ------------------ -------------------
                                              (unaudited)        (unaudited)
                                          ------------------ -------------------
Net Loss                                                           $ (41,570)
                                          ------------------ -------------------
Cash flows from operating activities:
  Cash flow from Operating Activities:
  Cash received from customers                $  19,232
  Cash paid to employees                       (204,084)
  Cash paid to suppliers                       (388,845)
  Interest paid:
       Stockholder
       Others                                      (909)
  Taxes paid                                          -
                                          ------------------ -------------------
  Net cash used in operating activities       $(574,607)
                                          ------------------ -------------------
Cash flows from investing activities:
  Purchase of property and equipment               (664)
  Capitalized software development 
       reduction                                 50,000
                                          ------------------ -------------------
  Net cash used in investing
       activities                                49,336
                                          ------------------ -------------------

Cash flows from financing activities:
  Issuance of convertible debentures            300,000
  Common stock issued for cash                   61,602
  Promissory notes issued                       252,462
  Contract of sale deposits received             98,099
  License rights payment                       (232,000)
                                          ------------------ -------------------
  Net cash provided by financing
       activities                               480,163
                                          ------------------ -------------------
Change in current assets and liabilities                              33,025

Net decrease in cash                            (45,108)              (8,545)
Cash at beginning of period                      63,114               11,745
                                          ------------------ -------------------
Cash at end of period                         $  18,003            $   3,200
                                          ================== ===================

       Accompanying notes are an integral part of the financial statements.

                                       5
<PAGE>
                   Interactive Technologies Corporation, Inc.
                                 Statement of Cash Flows
               For the Three Months Ended August 31, 1996 and 1995

                    Reconciliation of Net Income to Net Cash
                          Used in Operating Activities

                                             August 31,           August 31,
                                                1996                 1996
                                        -------------------- -------------------
                                             (unaudited)         (unaudited)
                                        -------------------- -------------------

Net loss                                   $  (891,552)             $(41,570)
                                         -------------------- ------------------
Adjustments to reconcile net 
loss to net cash used in 
operating activities:

    Amortization                               240,809
    Depreciation                                 5,403
    Increase in accounts receivable             (7,214)
    Increase in Investment in subsidiary      (222,204)
    Increase in prepaid expenses                (8,275)
    Decrease in accounts payable              (138,250)
    Increase in accrued expenses               102,619
    Stock issued for supplies and services     344,057
                                          -------------------

    Total adjustments                          316,945
                                        -------------------- -------------------

    Net cash used in operating
        activities                           $(574,607)             $(41,570)
                                        ==================== ===================

 






      Accompanying notes are an integral part of the financial statements.


                                       6
<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-Palm Bay, 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 secure  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 serves  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 additional 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 in 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.

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

   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
   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
   11,816,787  for August 31, 1996 and 5,689,544  for August 31, 1995,  weighted
   average shares of common stock and common stock equivalents  outstanding.  No
   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

     License fees payable
   --------------------

   The   Company,   through  SI,  has   acquired   licenses   from  the  Federal
   Communications  Commission  to  operate  interactive  video and data  service
   systems in  various  metropolitan  statistical  areas  (Note 1). The  license
   rights are payable interest only, at 7.7 percent for two years with principal
   and interest  payable monthly over the remaining three years of the licenses.
   Interest has been accrued from the date the license was formally issued.

   During  the  quarter,  the  Company  has  paid  $232,000  to the  FCC for the
   remaining  balance due on the  Charleston-North  Charleston,  South  Carolina
   license.


   3.     CONVERTIBLE DEBENTURES

   During the quarter ended August 31, 1996, the Company  issued  $300,000 of 8%
   convertible  debentures  maturing July,  2001. The bonds are convertible into
   shares of the company's  common stock at conversion  prices of $4.00.  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.

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


   4.   INCOME TAXES

   The  Company  used the accrual  method of  accounting  for tax and  financial
   reporting  purposes.  At August 31, 1996,  the Company had net operating loss
   carryforwards  for  financial  and tax  reporting  purposes of  approximately
   $5,600,000. 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  $1,907,259  which has been fully  offset by a
   valuation allowance in the same amount.


                                       9
<PAGE>

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


   PROGRAM  MARKET EXPANSION

   The Company's roll out plan provides for Rebate TV(TM) to open in the Atlanta
   market following the Orlando market.  The Company has hired a General Manager
   for the  Atlanta  office  who began with the  Company  on April 1, 1996.  The
   Company's plan also includes the  completion of an interface for  Interactive
   Video and Data Services (IVDS) return links during the next 12 months.

   Overall,  during  the next 18-36  months,  the  Company's  plan calls for the
   market expansion of Rebate TV(TM). The program is scheduled 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.

   PROGRAM DEVELOPMENT

   The Company's research and development efforts consumed the technical efforts
   of the Company from October 1995 through the airing of Rebate TV(TM) 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(TM) basic programming by ITC was accomplished during
   the  past  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, Rebok, International
   and NASA. The creative director for Rebate TV(TM) 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(TM),  Texaco,  Coca  Cola(TM),  Heineken,
   American  Airlines,  Donna Karan,  Elizabeth Arden, QVC, Business  Technology
   Management and the Family Channel.

   The computer  development  efforts  related to Rebate TV(TM) 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 last fiscal year, to:

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


   ITC  looks to  Rebate  TV(TM)  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(TM) 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(TM)  which the Company  expects to include.  The
   Company's home page is located at http://www.INET-USA.com/RTV.

                                       10
<PAGE>

   Network  operations.  ITC  is  in  development  and  production  of  its  own
   television  channel and is scheduled to  distribute  its Rebate  TV(TM) 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(TM) 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.  The Company currently maintains a sales office in Atlanta, GA, and
   has  announced a on-air date for that market of January 6, 1997.

   Satellite Network Television (SNT). The company formed Satellite Network 
   Television, Inc. (SNT) a Nevada corporation, to operate its facilities in
   Princeton, New Jersey. These facilities consist of three basic segments:

         Studio Operations:  Complete studio and control room facilities 
                             including studio cameras, XY lighting, preset 
                             lighting board and recording facilities.

         Post Production  :  Equipped Video and audio edit rooms for on and off
                             line edits. 3-D Graphics and Paintbox edit rooms, 
                             voice over and audio facilities and control 
                             equipment.

         Satellite Links  :  Fully redundant C band and Ku band satellite 
                             uplinks and downlinks with support and playback 
                             equipment.

   These  facilities  were  acquired  to  provide  the  Company  the  ability to
   completely produce and distribute its own programming in-house.  However, the
   Company  operates  this  facility  as a  full-service  studio  and  broadcast
   facility  available to the business  community  and  realizes  revenues  from
   providing  contract  services from its  facilities and from remote sports and
   general   subject   broadcasts.   (These   include  such  services  as  video
   conferencing,  and television and video program  production for  educational,
   commercial  and  corporate  videos.) The Company began major  renovations  to
   these  facilities  in May,  1996,  and has been  operating at a reduced level
   during renovations. The renovations are currently scheduled to be complete in
   October of 1996.

   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  licenses in the
   Charleston-North  Charleston,  SC,  and  Melbourne-Titusville-Palm   Bay,  FL
   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 has purchased equipment for its Charleston-North  Charleston, SC
   license, which is in storage in Melbourne, Florida until the Company is ready
   for  installation  in Charleston.  The Company has under contract the sale of
   90% of this  ownership of this license and equipment and has reserved  rights
   to provide programming to this license area when it is in operation.

   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.

1.The Veronicas,Shudder & Associates Communications Industry Forecast,July 1994
   ----------------------------------------------------------------------------

                                       11
<PAGE>

   Although ITC will run its Rebate TV(TM) 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(TM)  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  May 1996.  In  addition  to the  Rebate  TV(TM)
   programs,  the company has filed and had accepted Trademark applications with
   the United States Patent and Trademark  Office for "Rebate TV" and for "DEAL!
   DEALS! DEALS!" (a direct shopping program which the Company has produced).

   The Company has produced in conjunction with Nightwing  Entertainment  Group,
   Inc./Petsville USA a series of direct sale pet product shows which it expects
   to air during the 4th calendar quarter of 1996 and beyond.

   The Company has acquired movie and television  rights for one year to Special
   Treatment a novel currently in print.

   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(TM) 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.

   The Company does not expect to receive material  revenues from these projects
   other than  Rebate  TV(TM)  program  until  calendar  year 1997.  The Company
   believes that it can meet its cash requirements  during the second quarter of
   the fiscal  year,  but expects to require  additional  funds over the next 12
   months for the  expansion  and  addition  of  markets  for its  products  and
   operations.  Although the Company has no written  commitments  for additional
   funds,  it believes that it can raise  additional  cash required from private
   sources.


                                       12
<PAGE>

 




   PART II - OTHER INFORMATION


   Item 1.   Legal Proceedings:                                             None

   Item 2.   Changes in Securities:                                         None

   Item 3.   Defaults upon Senior Securities:                               None

   Item 4.   Submission of Matters to a Vote of Security Holders:           None

   Item 5.   Other Information:

   Item 6.   Exhibits and Reports on Form 8-K                               None







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                                   SIGNATURES

   Pursuant to the  requirements  of the  Securities  and  Exchange Act of 1934,
   Registrant  has duly  caused  this  report to be signed on its  behalf by the
   undersigned thereunto duly authorized.


                                  Interactive Technologies Corporation, Inc.



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


   Dated:


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