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

                                   FORM 10-QSB


     [X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 2001


     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
transition period from _________________ to _________________


     Commission file number _______________________________________

                                 Pandacus, Inc.
                        (formerly ICT Technologies, Inc.)
                      (Exact name of small business issuer
                          as specified in its charter)
         Delaware                                            13-4070586
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


                                Joshua Shainberg
           122 East 42nd Street, 17th Floor, New York, New York 10168
                                 (212) 551-1085
          (Address and telephone number of principal executive offices,
                          principal place of business,
                 and name, address and telephone number of agent
                             for service of process)

     Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. NA

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date: As of August 30, 2001, the
Company  there are  7,686,065  shares of common  stock  issued and  outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


                                       1
<PAGE>

PANDACUS, INC
(FORMERLY ICT TECHNOLOGIES, INC.)
JUNE 30, 2001 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS

Page Number

Special Note Regarding Forward Looking Information...................... 3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements............................................  4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings............................................... 15
Item 2. Changes in Securities and Use of Proceeds....................... 15
Item 3. Defaults Upon Senior Securities................................. 15
Item 4. Submission of Matters to a Vote of Security Holders............. 15
Item 5. Other Information............................................... 15
Item 6. Exhibits and Reports on Form 8-K................................ 15

                                       2
<PAGE>


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the  information  presented in this Quarterly  Report on
Form 10-QSB for the quarter ended June 30, 2001 discusses financial projections,
information or  expectations  about our products or markets,  or otherwise makes
statements  about future events,  such statements are forward-  looking.  We are
making  these  forward-looking   statements  in  reliance  on  the  safe  harbor
provisions of the Private Securities  Litigation Reform Act of 1995. Although we
believe that the expectations reflected in these forward-looking  statements are
based on reasonable  assumptions,  there are a number of risks and uncertainties
that could cause actual results to differ  materially from such  forward-looking
statements.  These risks and uncertainties are described,  among other places in
this Quarterly  Report,  in  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations".

     In addition,  we disclaim  any  obligations  to update any  forward-looking
statements to reflect events or  circumstances  after the date of this Quarterly
Report.  When considering such  forward-looking  statements,  you should keep in
mind the risks  referenced  above and the other  cautionary  statements  in this
Quarterly Report.


                                       3
<PAGE>
                         PART I -- FINANCIAL INFORMATION

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

     The  condensed  financial  statements  for the periods  ended June 30, 2001
included herein have been prepared by Pandacus Inc.  (formerly ICT Technologies,
Inc.), (the "Company")  without audit,  pursuant to the rules and regulations of
the Securities and Exchange  Commission  (the  "Commission").  In the opinion of
management,  the statements include all adjustments  necessary to present fairly
the  financial  position of the Company as of June 30, 2001,  and the results of
operations  and cash flows for the three month  periods  ended June 30, 2001 and
2000.  The  Company's  results  of  operations  during  the three  months of the
Company's  fiscal  year are not  necessarily  indicative  of the  results  to be
expected for the full fiscal year.  The  financial  statements  included in this
report should be read in  conjunction  with the financial  statements  and notes
thereto in the Company's Annual Report on Form 10-KSB for the fiscal years ended
December 31, 2000.

STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS..............................................5
Balance Sheet as of June 30, 2001 and December 31, 2000....................... 6
Statement of Operations for the three months ended June 30, 2001 and 2000......7
Statement of Cash Flows for the three months ended June 30, 2001 and 2000..... 8
Statement of Stockholders' Equity for the three months ended June 30, 2001.... 9
Notes to Consolidated Financial Statements................................... 10

                                      4
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Directors of
  Pandacus, Inc. (Formerly ICT Technologies,  Inc.)

     I have reviewed the accompanying balance sheet of Pandacus, Inc. as of June
30, 2001, and the related statements of operations and of cash flows for the six
month periods ended June 30, 2000 and 2001.  These financial  statements are the
responsibility of the Company's management.

     I have conducted my review in accordance with standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards  generally accepted in the United States, the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, I do not express such an opinion.

     Based on my  review,  I are not aware of any  material  modifications  that
should be made to the  accompanying  interim  financial  statements  referred to
above  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.

     I  previously  audited  in  accordance  with  generally  accepted  auditing
standards, the balance sheet as of December 31, 2000, and the related statements
of operations, of changes in shareholders' equity and of cash flows for the year
then ended (not presented  herein),  and in my report dated April 10, 2001, that
was prepared assuming that Pandacus,  Inc. will continue as a going concern.  As
more fully described in Note E, the Company has incurred  operating losses since
the date of inception and requires  additional  capital to continue  operations.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans as to these matters are described in Note
E. The  financial  statements  do not  include  any  adjustments  to reflect the
possible  effects  on the  recoverability  and  classification  of assets or the
amounts and  classifications  of  liabilities  that may result from the possible
inability of Pandacus, Inc. April 10, 2001 to continue as a going concern. In my
opinion,  the accompanying balance sheet information as of December 31, 2000, is
fairly  stated,  in all material  respects in relation to the balance sheet from
which it has been derived.




Thomas Monahan Certified Public Accountant
Paterson, New Jersey
August 15, 2001



                                       5
<PAGE>



                                              PANDACUS, INC.
                                     (Formerly ICT TECHNOLOGIES, INC.)
                                               BALANCE SHEET
<TABLE>
<CAPTION>

                                                                                                June 30,
                                                                                December 31,      2001
                                                                                    2000        Unaudited
<S>                                                                             <C>             <C>

                                    Assets
Current assets
  Cash                                                                                $58,547          $757
  Inventory                                                                          101,500         90,090
  Total current assets                                                                160,047        90,847


Total assets                                                                        $160,047        $90,847


                            Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable and accrued expenses                                                             $48,750
  Officer loan payable                                                               190,179        123,656
  Total current liabilities                                                           190,179       172,406


Stockholders' equity
  Common Stock authorized 10,000,000 shares, $0.001  par value each. At                 7,686         7,686
December 31, 2000 and June 30, 2001, there are 7,686,025 and 7,686,025
shares outstanding respectively.
Additional paid in capital                                                          1,168,110     1,168,110
Deficit accumulated during the development stage                                  (1,205,928)   (1,257,355)
Total stockholders' equity                                                           (30,132)      (81,559)
Total liabilities and stockholders' equity                                          $160,047        $90,847

</TABLE>
                 See accompanying notes to financial statements


                                       6
<PAGE>


                                              PANDACUS, INC.
                                    (Formerly ICT TECHNOLOGIES, INC.)
                                         STATEMENT OF OPERATIONS
                                                Unaudited
<TABLE>
<CAPTION>

                                                                           For the six      For the isx
                                                                          months ended     months ended
                                                                            June 30,         June 30,
                                                                               2000            2000
<S>                                                                       <C>               <C>

Revenue                                                                            $-0-           $15,215

Costs of goods sold                                                                -0-             11,410

Gross profit                                                                         -0-             3,805

Operations:
  General and administrative                                                       4,500            55,232
  Depreciation and  amortization                                                  -0-               -0-
  Total expense                                                                    4,500            55,232

Loss  from operations                                                            (4,500)          (51,427)



Net income (loss)                                                               $(4,500)         $(51,427)

Net income (loss)  per share -basic                                              $(0.00)           $(0.00)
Number of shares outstanding-basic                                             7,686,025         7,686,025

</TABLE>

                 See accompanying notes to financial statements.

                                      7
<PAGE>


                                 PANDACUS, INC.
                        (Formerly ICT TECHNOLOGIES, INC.)
                             STATEMENT OF OPERATIONS
                                    Unaudited
<TABLE>
<CAPTION>
                                                                          For the three    For the three
                                                                          months ended     months ended
                                                                            June 30,         June 30,
                                                                               2000            2000
<S>                                                                       <C>              <C>

Revenue                                                                           $-0-              $-0-

Costs of goods sold                                                                -0-               -0-

Gross profit                                                                       -0-               -0-

Operations:
  General and administrative                                                       2,250            25,388
  Depreciation and  amortization                                                  -0-               -0-
  Total expense                                                                    2,250            25,388

Loss  from operations                                                            (2,250)          (25,388)



Net income (loss)                                                               $(2,250)         $(25,388)

Net income (loss)  per share -basic                                              $(0.00)           $(0.00)
Number of shares outstanding-basic                                             7,686,025         7,686,025

</TABLE>
                 See accompanying notes to financial statements.

                                       8
<PAGE>


                                              PANDACUS, INC.
                                    (Formerly ICT TECHNOLOGIES, INC.)
                                         STATEMENT OF CASH FLOWS
                                                Unaudited
<TABLE>
<CAPTION>
                                                                               For the         For the
                                                                              six months      six months
                                                                                ended           ended
                                                                               June 30,        June 30,
                                                                                 2000            2001
<S>                                                                            <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                $(4,500)      $(51,427)
Adjustments to reconcile net loss to cash used in operating activities
  Shares issued for accrued salaries
  Depreciation
  Inventory                                                                                         11,410
  Accounts payable and accrued expenses                                               4,500        48,750
TOTAL CASH FLOWS FROM OPERATIONS                                                        -0-          8,733

CASH FLOWS FROM FINANCING ACTIVITIES
  Officer loan payable                                                              (3,857)       (66,523)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                                          (3,857)       (66,523)

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES

NET INCREASE (DECREASE) IN CASH                                                     (3,857)       (57,790)
CASH BALANCE BEGINNING OF PERIOD                                                     5,988          58,547
CASH BALANCE END OF PERIOD                                                          $2,131            $757
Supplemental disclosure of cash flow information
  Cash paid for interest                                                               $-0-           $-0-
  Cash paid for State income taxes                                                     $-0-         $2,555

</TABLE>

                 See accompanying notes to financial statements

                                       9
<PAGE>


                                                   PANDACUS, INC.
                                        (Formerly ICT TECHNOLOGIES, INC.)
                                          STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>

                                                                                         Deficit
                                    Common Stock    Common Stock    Additional      accumulated during
Date                                                              Paid in capital    development stage     Total

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

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

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


Net loss                                                                                (114,595)         (16,842)

Balances December 31, 2000               7,686,025      7,686       1,168,110        $(1,205,928)        $(30,132)

Unaudited
Net loss                                                                                 (51,427)         (51,427)

Balances                                7,686,025       7,686       1,168,110         (1,257,355)         (81,559)
June 30, 2001


</TABLE>
                 See accompanying notes to financial statements

                                       10

<PAGE>
                             ICT TCHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS



     The  condensed  financial  statements  for the periods  ended June 30, 2001
included herein have been prepared by Pandacus, Inc. (Formerly ICT Technologies,
Inc.,  (the "Company")  without audit,  pursuant to the rules and regulations of
the Securities and Exchange  Commission  (the  "Commission").  In the opinion of
management,  the statements include all adjustments  necessary to present fairly
the  financial  position of the Company as of June 30, 2001,  and the results of
operations  and cash flows for the six month  periods  ended  June 30,  2000 and
2001.

     The Company's  results of operations during the six months of the Company's
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.

     The  financial  statements  included  in  this  report  should  be  read in
conjunction  with the  financial  statements  and notes thereto in the Company's
Annual Report on Form 10-KSB for the fiscal years ended December 31, 2000.

                                       11

<PAGE>


                                 PANDACUS, INC.
                        (Formerly ICT TECHNOLOGIES, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001


     NOTE  A--BASIS  OF  PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted principles for interim financial information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all necessary  adjustments  (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results of ICT  Technologies,  Inc. (the "Company") for the
six months ended June 30, 2000 and 2001 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending December 31, 2001.

        NOTE B--EARNINGS PER SHARE

     Basic  loss  per  common  share is  computed  by  dividing  the loss by the
weighted average number of common shares outstanding  during the period.  During
the six month periods through June 30, 2001,  there were no dilutive  securities
outstanding


         NOTE C - INCOME TAXES

     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any,  represent  the future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of June 30, 2001,  the Company had no
material current tax liability, deferred tax assets, or liabilities to impact on
the Company's  financial  position because the deferred tax asset related to the
Company's net  operating  loss carry forward and was fully offset by a valuation
allowance.

     At June 30, 2001,  the Company has net  operating  loss carry  forwards for
income tax purposes of  $1,257,355.  These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010.

     The  components  of the net  deferred  tax asset as of June 30, 2001 are as
follows:

  Deferred tax asset:
  Net operating loss carry forward                               $ 427,500
  Valuation allowance                                            $(427,500)
  Net deferred tax asset                                         $     -0-


     The Company  recognized  no income tax benefit from the loss  generated for
the period from the date of inception  to June 30,  2001.  SFAS No. 109 requires
that a valuation  allowance  be provided if it is more likely than not that some
portion  or all of a  deferred  tax asset will not be  realized.  The  Company's
ability  to  realize  benefit  of its  deferred  tax  asset  will  depend on the
generation of future  taxable  income.  Because the Company has yet to recognize
significant  revenue from the sale of its products,  the Company believes that a
full valuation allowance should be provided.

                                       12

<PAGE>


     NOTE D - COMMITMENTS AND CONTINGENCIES

            a.    Lease agreements

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

     NOTE E - GOING GOING CONCERN

     The  accompanying  unaudited  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of  liabilities  in the normal  course of  business.  The  Company
incurred net losses of $1,257,355 and has negative capitalization of $81,559 for
the period from  inception,  February 8, 1994,  to June 30, 2001.  These factors
indicate that the Company's  continuation  as a going concern is dependent  upon
its ability to have positive cash flows from operations.  The Company's  current
capital  requirements are being met by management as they occur until profitable
operations can be reached. The Company's future capital requirements will depend
on numerous factors  including,  but not limited to,  continued  progress in its
selling  capabilities  and implementing  its marketing  strategies.  The Company
plans to engage in such ongoing financing efforts on a continuing basis.

     NOTE F  - SUBSEQUENT EVENTS

     Subsequent  to the date of the  financial  statements,  the Company did the
following:

         Changed its name to Pandacus, Inc.

     The Company also entered in  agreements to aquire the right to use the name
Pandacus,  Inc.; acquire two portals existing on the World Wide Web Pandacus.com
and  Pandacus.ca.   and  to  acquire  certain  philatelic  assets.  The  Company
subsequently  abandoned these agreements as a result of the contracting  parties
inability to complete performance as required under the agreements.


                                       13

<PAGE>
Item  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                FOR THE SIX MONTHS ENDING JUNE 30, 2000 and 2001

     The following  discussion relates to the results of our operations to date,
and our financial condition:

     This  prospectus  contains  forward  looking  statements  relating  to  our
Company's  future economic  performance,  plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based  on the  beliefs  of,  as well  as  assumptions  made  by and  information
currently  known to, our  management.  The words  "expects,  intends,  believes,
anticipates,  may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking  statements.  The cautionary statements
set forth in this  section are  intended to  emphasize  that actual  results may
differ materially from those contained in any forward looking statement.

Business activities.


     The  Company  was  dormant  until  December  31,  1996 except for an equity
investment in the Frank Lettau Galleries,  located in New York City. The Company
is in the process of expanding  its business  activities in the  purchasing  and
selling of art and antiques for its own account having learned the business as a
result of its business relationship with Frank Lettau Galleries.  As of December
31, 2000, the Company has severed its relationship  with the Gallery and settled
accounts  with  receipt of an  inventory in artistic  works  available  for sale
aggregating $101,500.  During the first quarter ended June 30, 2001, the Company
has sold 3 pieces of art representing an aggregate of $15,215.

     During this  period,  management  has  continued  to finance is  activities
through the resources of management  and has devoted the majority of its efforts
to initiating the Company's market plans to enter the business of purchasing art
and  antiques,   obtaining  new  customers  for  sale  of  consulting  services,
developing sources of supply,  developing and testing its marketing strategy and
finding a  management  team to begin the process of:  completing  its  marketing
goals; furthering its marketing research and development for its products. These
activities  were  funded  by  the  Company's  management  and  investments  from
stockholders.  The Company has not yet generated  sufficient revenues during its
limited  operating  period  of  reorganization  to fund  its  ongoing  operating
expenses, or fund its marketing plans and product development activities.  There
can be no assurance that  development  of the marketing  plans will be completed
and fully  tested in a timely  manner  and  within  the  budget  constraints  of
management and that the Company's  marketing  research will provide a profitable
path to utilize the Company's  marketing plans.  Further investments into market
design and implementation and development,  marketing research as defined in the
Company's  operating  plan will  significantly  reduce the cost of  development,
preparation,  and  processing of purchases and orders by enabling the Company to
effectively compete in this market place.

     Subsequent  to the  date of the  financial  statements  did the  following:
Changed its name to Pandacus,  Inc. The Company  also entered in  agreements  to
aquire  two  portals  on  existing  on  the  World  Wide  Web  Pandacus.com  and
Pandacus.ca.  and to acquire certain philatelic assets. The Company subsequently
abandoned  these  agreements as a result the  contracting  parties  inability to
complete performance as reuired under the agreements.

                                       14
<PAGE>

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

     Results of  Operations  for the six months ended June 30, 2001, as compared
to the six months ended June 30, 2000.

     For the six months ended June 30, 2001, the Company  generated net sales of
$15,215  as  compared  to $-0-  for the six  months  ended  June 30,  2000.  The
Company's  cost of goods sold for the six months ended June 30, 2001 was $11,410
as compared to $-0- for the six months ended June 30, 2000. The Company's  gross
profit on sales was $3,805 for the six months ended June 30, 2001 as compared to
$-0- for the six months ended June 30, 2000.

     The Company's  general and  administrative  costs aggregated  approximately
$55,232 for the six months ended June 30, 2001 as compared to $4,500 for the six
months ended June 30, 2001 representing a increase of $50,732.  The aggregate of
$55,232  consists of the  following:  professional  fees of  $43,002;  officer's
salary of $1,600;  stock  transfer  and  corporate  fees of  $6,850;  and office
expenses of $3,780.

Liquidity and Capital Resources.

     The Company  decreased  cash from  $58,547 at  December  31, 2000 to a cash
balance of $757 at June 30, 2001.  Working capital at June 30, 2001 was negative
at $81,559. For the six months ended June 30, 2001, working capital was provided
by  management  for the  payment of  expenses.  At June 30,  2001,  the  Company
continued to be funded  through  officer  loan  balances  aggregating  $123,656.
Management  believes  that it will be able  to  fund  the  Company  through  the
continuation  of  the  Company's  reorganization  process  until  the  Company's
Marketing strategy of entering the art and antique business is in place.

     Known trends,  events or uncertainties  that could be reasonably  likely to
have a material  adverse effect on the businesses of the Company and may thereby
materially  impact the Company's  short-term or long-term  liquidity  and/or net
sales, revenues or income from continuing operations are expected to be seasonal
and the  continuation  and  availability  of  inventory  from present and future
vendors at prices that will permit the Company to operate at and improved  gross
profit levels;  Federal  Securities  regulations that may effect the ability the
ability for the  Company to  complete  its  marketing  strategy  and a favorable
environment in which the Company will conduct its consulting activities.

     Thereafter,  if cash generated from  operations is  insufficient to satisfy
the Company's working capital and capital expenditure requirements,  the Company
may be  required  to  sell  additional  equity  or  debt  securities  or  obtain
additional credit facilities.  There can be no assurance that such financing, if
required, will be available on satisfactory terms, if at all.

Year 2000 Issues

     The Company has  completed  its  assessment  of Year 2000  compliance  with
respect to its  products  that are  currently  being sold to  customers  and has
concluded that all  significant  products are  compliant.  With respect to third
parties, the Company was not effected by the Year 2000 issue.

     The Company  believes that its most  significant  risk with respect to Year
2000 issues relates to the performance and readiness status of third parties. As
with all  manufacturing  and wholesale  companies,  a reasonable worst case Year
2000  scenario  would be the  result of  failures  of third  parties  (including
without limitation, governmental entities, utilities and entities with which the
Company  has  no  direct  involvement)  that  negatively  impact  the  Company's
inventory  supply  chain or ability  to provide  products  to  customers  or the
ability  of  customers  to  purchase  products,  or events  affecting  regional,
national or global economies  generally.  The impact of these failures cannot be
estimated at this time; however, the Company is considering contingency plans to
limit,  to the extent  possible,  the financial  impact of these failures on the
Company's results of operations.  Any such plans would necessarily be limited to
matters over which the Company can reasonably control.

                                       15

<PAGE>



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     All  shares  sold by the  Issuer  during  the last  three  years  have been
registered under the Securities Act of 1933.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

     On July 19, 2001, the registrant announced the approval for its name change
and of its symbol change to PNDS. In addition,  the announcement  stated that it
this new name reflected the company's  expanded business strategy  including but
not limited to the establishment of an art gallery online web center focusing on
sales of fine art and philately. The company entered into a verbal commitment to
acquire  the  Pandacus.com  and  Pandacus.ca  URL  portals  for both  European &
American  users.  The portals  were not  received  and the  transaction  was not
completed.  As a result,  the company  intends to change its name from Pandacus.
The company also announced that it acquired Philatelic assets having a catalogue
value of $8 million. The company has possession of the stamps. However,  written
terms and other details of the transaction have not been completed.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

27 Financial Data Schedule

(b) Reports on Form 8-K.
None.

                                       16
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                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ICT TECHNOLOGIES, INC.

Dated: September 15, 2001
By: /s/ Joshua Shainberg
Joshua Shainberg, President and Director

Date: September 15, 2001
By: /s/ Bindiya Moorjani
Bindiya Moorjani Ph.D., Secretary, Treasurer and Director

                                       17
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