SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

                                   FORM 10-QSB/A

                                  AMENDMENT NO. 2

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

   For the Quarter Ended                                    Commission File
   November  30, 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 12,159,863  shares of common stock, par value $0.01 per share
issued and outstanding as of November 30, 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 November 30, 1996            
        Statement of Operations for the three
             months ended November 30, 1996 and  November 30, 1995
        Statement of Operations for the six
             months ended November 30, 1996 and November 30, 1995
        Statement of Cash Flows for the six
             months ended November 30, 1996 and November 30, 1995

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


PART II - OTHER INFORMATION                                               12


Item 1. Legal Proceedings                                                 12

Item 2. Changes in Securities                                             12

Item 3. Defaults upon Senior Securities                                   12

Item 4. Submission of Matters to a Vote of Security Holders               12

Item 5. Other Information                                                 12

Item 6. Exhibits and Reports on Form 8-K                                  12













                                       1
<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

               Interactive Technologies Corporation, Incorporated
                                  Balance Sheet
                                November 30,1996

                                     Assets
                                                              NOVEMBER 30,
                                                                  1996
                                                        ------------------------
                                                               (unaudited)
                                                        ------------------------
Current Assets:

      Cash                                                    $    12,579
      Accounts receivable, trade                                   35,235
      Notes receivable                                            150,000
      Prepaid expenses and other assets                             8,810
                                                        ------------------------

            Total current assets                                  206,624
                                                        ------------------------
Property and equipment, at cost, net of
$18,541 of accumulated depreciation                                96,289
                                                        ------------------------

Other Assets:

      Organizational costs, net of $1,934 of
            accumulated amortization                                2,066
      Investment in Subsidiary - SNT                              296,608
      License rights, net of $ 236,250 of
            accumulated amortization                              438,750
      Proprietary software and trademark,
            net of $483,129 of accumulated amortization         4,927,914
                                                        ------------------------
                                                                5,665,338
                                                        ------------------------

                              Total Assets                    $ 5,968,251
                                                        ========================



      Accompanying notes are an integral part of the financial statements.











                                       2
<PAGE>
               Interactive Technologies Corporation, Incorporated
                                  Balance Sheet
                                November 30,1996

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

                                                               NOVEMBER 30,
                                                                  1996
                                                       -------------------------
                                                              (unaudited)
                                                       -------------------------
Current Liabilities:
      Accounts payable, trade                                 $   135,509
      Accrued Expenses
            Related Parties                                             -
            Others                                                 80,382
      Loans Payable
            Related Parties                                             -
            Others                                                144,200
      Current portion of long-term liabilities                    171,227
                                                       -------------------------
            Total current liabilities                             531,318
                                                       -------------------------

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                    121,397
      Paid-in capital in excess of par                          9,492,845
      Accumulated deficit                                      (5,476,882)
                                                       -------------------------

                                                                4,137,360
                                                       -------------------------

                                                              $ 5,968,251
                                                       =========================



      Accompanying notes are an integral part of the financial statements.












                                       3
<PAGE>
               Interactive Technologies Corporation, Incorporated
                            Statements of Operations
                  For the Three Months Ended November 30, 1996

                                        NOVEMBER 30,               NOVEMBER 30,
                                            1996                       1995
                                    -------------------      -------------------
                                        (unaudited)               (unaudited)
                                    -------------------      -------------------
Revenue                                   $    177,607             $          -
                                    -------------------      -------------------
Other income                                       129                        -

Operating expenses:
     Depreciation                                5,403                        -
     Amortization                              236,868                    16,150
     General and administrative                513,069                    48,600
     Interest expense:                                                        -
         Stockholder                                                       6,843
         Other                                  34,635                     6,627
     Management Fee-stockholder                                           16,666
                                    --------------------     -------------------
                                               789,975                    94,886

                                    --------------------     -------------------
Loss from operations                          (612,239)                 (94,886)

Gain on disposition of joint
    venture interest                                 -                   701,865

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

Income/(loss) before income taxes             (300,739)                  606,979
Provision for income taxes                           -                         -
                                    ---------------------    -------------------

Net income/(loss)                          $  (300,739)             $    606,979
                                    =====================    ===================



Net income/(loss) per share
               Primary                   $     (0.03)               $       0.06
               Diluted                   $     (0.03)               $       0.06






      Accompanying notes are an integral part of the financial statements.







                                       4
<PAGE>
               Interactive Technologies Corporation, Incorporated
                            Statements of Operations
                   For the Six Months Ended November 30, 1996

                                        NOVEMBER 30,            NOVEMBER 30,
                                           1996                     1995
                                    ---------------------    -------------------
                                        (unaudited)              (unaudited)
                                    ---------------------    -------------------
Revenue                               $    190,442              $             -
                                    ---------------------    -------------------
Other Income                                   129                            -

Operating expenses:
          Depreciation                      10,806                            -
          Amortization                     477,677                       16,150
          General and administrative     1,171,244                       70,144
               Interest expense:
                    Stockholder                  -                       27,368
                    Other                   34,635                        6,627
           Management Fee-stockholder            -                       16,666
                                    ---------------------    -------------------
                                         1,694,362                      136,955
                                    ---------------------    -------------------

Loss from operations                    (1,503,920)                    (136,955)

Gain on disposition of
     joint venture interest                                             701,865

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

 Income/(loss) before income taxes      (1,192,420)                     564,910

Provision for income taxes                       -                            -
                                    ---------------------    -------------------
Net income/(loss)                      $(1,192,420)             $       564,910
                                    =====================    ===================

Net income/(loss) per share
               Primary                  $    (0.10)              $      0.07
               Diluted                  $    (0.10)              $      0.07






      Accompanying notes are an integral part of the financial statements.








                                       5
<PAGE>
               Interactive Technologies Corporation, Incorporated
                             Statement of Cash Flows
                   For the Six Months Ended November 30, 1996

                                              NOVEMBER 30,         NOVEMBER 30,
                                                  1996                 1995
                                            ----------------    ----------------
                                               (unaudited)         (unaudited)
                                            ----------------    ----------------
Cash flows from operating activities:
   Cash received from customers                 $  79,731            $        -
   Cash paid to employees                        (390,659)               (6,262)
   Cash paid to suppliers                        (745,977)              (27,340)
   Interest paid:
     Stockholder                                        -                     -
     Others                                       (34,635)                    -
  
   Net cash used in operating activities       (1,091,540)              (33,602)
                                            ----------------    ----------------
Cash flows from investing activities:
   Purchase of property and equipment                (665)              (13,966)
   Capitalized software development reduction      50,000                     -
   Decrease in subsidiary investment              104,719   
   License rights payment                        (232,000)                    -
   Changes in other assets, net                         -                 
   Net cash used in investing
       activities                                (77,946)              (13,996)
                                            ----------------    ----------------
Cash flows from financing activities:
   Issuance of convertible debentures             300,000               250,000
   issuance of common stock in reverse
       acquisition                                      -                20,861
   Proceeds from note payable
        stockholder corporation                         -                 1,000
   Common stock issued for cash net of cost       576,852                     -
   Promissory notes issued for cash               144,000                     -
   Contract of sale deposits received              98,099                 5,000

   Net cash provided by financing activities    1,118,951               276,861
                                            ----------------    ----------------
Net decrease in cash                              (50,535)              229,293

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

Cash at end of period                          $   12,579             $ 241,038
                                            ================    ================




      Accompanying notes are an integral part of the financial statements.







                                       6
<PAGE>
                   Interactive Technologies Corporation, Inc.
                             Statement of Cash Flows
                   For the Six Months Ended November 30, 1996

                    Reconciliation of Net Income to Net Cash
                          Used in Operating Activities
                                                                 
                                               NOVEMBER 30,        NOVEMBER 30,
                                                  1996                 1995
                                           ------------------    ---------------
                                               (unaudited)         (unaudited)
                                           ------------------    ---------------
Net loss                                        $(1,192,420)       $    558,261

Adjustments to reconcile net
    income/loss to net cash used in
        operating activities

    Amortization                                    477,677              16,150
    Depreciation                                     10,806                 267
    Increase in accounts receivable                 (11,906)
    Increase in notes receivable                   (150,000)
    Decrease in accounts payable                   (227,293)             41,309
    Increase in prepaid expenses                    (14,550)
    Decrease in other accrued expenses              (39,288)               8,242
    Increase in accrued management                        -
       fees payable, stockholder                          -              16,666
    Increase in accrued interest                          -
       payable,stockholder                                -              27,368
    Stock issued for supplies and service           366,934
    Gain on disposition of joint
       venture interest                                   -            (701,865)
    Gain on sale of Charleston license             (311,500)

    Total adjustments                               100,880            (591,863)

    Net cash used in operating activities       $(1,091,540)        $   (33,602)
                                            =================   ================


                   Supplemental Schedule of Non-Cash Investing
                            and Financial Activities


Stocks issued for supplies and service          $   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 management fees 
     payable                                                       $    701,865

Capitalized program development costs
     incurred for accounts payable, trade                          $    113,883




       Accompanying notes are an integral part of the financial statement





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


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  11,888,029
for November 30, 1996 and  9,510,423  for  November 30, 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.


3. CONVERTIBLE DEBENTURES

During the six months ended November 30, 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.

4. INCOME TAXES

The  Company  used  the  accrual  method  of  accounting  for tax and  financial
reporting  purposes.  At November 30, 1996,  the Company had net operating  loss
carryforwards  for  financial  and  tax  reporting   purposes  of  approximately
$6,100,000.  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  $2,063,875  which has been  fully  offset by a
valuation allowance in the same amount.

                                       9
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS

FISCAL YEAR 1996 AND INTERIM PERIOD FROM JUNE 1, 1996 
THROUGH NOVEMBER 30, 1996.

     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 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(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 current 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.  Rebate TV(TM) is located at
http://www.INET-USA.com/RTV.

     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.

     In  furtherance  of  its  network  creation  activities,   the  Company  is
initiating 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. The Company expects these affiliate  operations to get
into  operation  from 120 to 180 days per market.  However,  until the first 3-6
markets  are  established  in this  manner,  there  is not  assurance  that  any
particular market can get underway during this period.
--------
1 The Veronicas, Shudder & Associates Communications Industry Forecast,July 1994
   ----------------------------------------------------------------------

                                       10
<PAGE>
     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:

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

     During  the  quarter,  the  Company  concluded  the sale of the  Charleston
license.  The Company  retains a 10%  interest to the profits  generated  by the
license.

     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(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 the last month of the fiscal year. 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  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.
                                       11
<PAGE>
     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.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

     Revenues from operations for the Quarter reported were $177,607, up from $0
for the same period for the previous  year.  Operating  expenses for the Quarter
reported  increased  to $789,975  from  $94,886  the  previous  year.  Increased
expenses  were due to the company's  operations  directed at expansion of Rebate
TV(TM)  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 six  months  of the  current  fiscal  year,  the  Company
received  $576,852  from the private sale of its common stock and an  additional
$144,000 in loans. The Company does not expect to receive  significant  revenues
from  projects  other that Rebate  TV(TM) 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 I.       Legal Proceedings:                                           None

Item 2.       Changes in Securities

     During the Quarter  reported,  the Company issued a total of 250,000 shares
of common stock by a private placement which was further intended to comply with
Regulation  S. Those  share  certificates  were dated  October 29, 1996 and were
forwarded  for  delivery at least a week or two after  that.  The  parties,  all
accredited  investors,  each paid as of October 10, 1996 $2.62 per share for the
following shares:

     The  Company  pursuant to an existing  Employee  Stock  Option Plan of 1996
filed  pursuant to S-8 under which the following  shares have been issued during
the reported Quarter with the share values indicated:

11.8.96  Paul S. Weldin             250 shares                        $2.00 CE
11.8.96  Sky Box Associates       5,637 shares                        $3.50  V
9.30.96  Dan Lehl                20,000 shares                        $3.75  CE

(CE)     consultant-employee
(V)      vendor


Item 3.  Defaults upon Senior Securities:                              None

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

Item 5.  Other Information                                             None

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

 

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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 July 22 , 1997.


 

                              Interactive Technologies Corporation, Inc.


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


 












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