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, 2002

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from -------------- to -------------

                        Commission file number 000-29805

                             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)

                             ICT Technologies, Inc.
                   33 W Main Street, Elmsford, New York 10523
                                 (914) 592-1700

              (Address and telephone number of principal executive
             offices, principal place of business, and name, address
                              and telephone number)

               Joshua Shainberg;122 East 42nd Street, 17th Floor,
                            New York, New York 10168
                 (Former address, if changed since last report)

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 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 9, 2002 the Company had
92,358,967 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (Check one):     Yes [  ] No [X]



<PAGE>



                             ICT TECHNOLOGIES, INC.
                  June 30, 2002 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                                                 3
Item 2. Management's Discussion and Analysis of Financial Condition and
        results of Operations                                               11
Item 3. Quantitative and Qualitative Disclosures About Market Risk          12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                                  13
Item 2. Changes in Securities and Use of Proceeds                           13
Item 3. Defaults Upon Senior Securities                                     13
Item 4. Submission of Matters to a Vote of Security Holders                 13
Item 5. Other Information                                                   13
Item 6. Exhibits and Reports on Form 8-K                                    13


<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, 2002 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.


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial statements included herein, are unaudited and have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial reporting and SEC regulations. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of our management, the financial statements reflect all adjustments (of
a normal and recurring nature) which are necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods.

The results for the three and six-month periods ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. 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 I0-KSB for the fiscal year ended December 31,
2001.


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Directors of
ICT Technologies, Inc:

I have reviewed the accompanying balance sheet of ICT Technologies, Inc., as of
June 30, 2002, and the related statements of operations and of cash flows for
the three and six-month period ended June 30, 2002. 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 am 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.

The 2001 financial statements were previously audited in accordance with
generally accepted auditing standards by another accountant. The accompanying
financial statements were prepared assuming that ICT Technologies, Inc. would
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 ICT Technologies, Inc. to continue as
a going concern. In the former accountant's opinion, the accompanying balance
sheet information as of December 31, 2001, is fairly stated, in all material
respects in relation to the balance sheet from which it has been derived.




Edward R. Engels, Certified Public Accountant,
Pelham, New York
August 13, 2002


<PAGE>






                             ICT Technologies, Inc.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           June 30,                Dec. 31,
                                                                   ------------------------------------------------
                                ASSETS                                       2002                    2001
                                ------
                                                                   ------------------------- ----------------------
                                                                         (Unaudited)
<S>                                                                <C>                        <C>

Current Assets:
       Cash & cash equivalents                                                      $13,284                   $-0-
       Inventory                                                                     90,090                 90,090
                                                                   ------------------------- ----------------------

               Total Current Assets                                                 103,374                 90,090

            Total Assets                                                           $103,374                $90,090
                                                                   ========================= ======================


                       LIABILITIES & STOCKHOLDERS' EQUITY


Current Liabilities:
       Accounts payable and accrued expenses                                        $71,772                $49,178
       Due to stockholders                                                           16,556                122,670
                                                                   ------------------------- ----------------------

            Total Current Liabilities                                                88,328                171,848

Stockholders' Equity:
       Preferred Stock - 10,000,000 shares authorized, $0.001 par value each
       share. At June 30, 2002 and December 31,2001 the number of shares
       outstanding was -0- and -0- respectively

       Common Stock - 200,000,000 shares authorized, $0.001 par value each
       share. At June 30, 2002 and December 31,2001 there are 91,949,867 and
       7,686,025 shares
       outstanding respectively                                                      91,950                  7,686

       Additional Paid-in-Capital                                                 1,288,016              1,168,110

       (Deficit) Retained Earnings                                              (1,364,920)            (1,257,554)
                                                                   ------------------------- ----------------------

            Total stockholders' equity (deficit)                                     15,046               (81,758)
                                                                   ------------------------- ----------------------

            Total liabilities & stockholders' equity                               $103,374                $90,090
                                                                   ========================= ======================

</TABLE>



See Accountants' Review  Notes to Financial Statements


<PAGE>




                             ICT Technologies, Inc.

                             Statement of Operations


<TABLE>
<CAPTION>

                                          for the           for the                    for the          for the
                                           three             three                       six              six
                                       months ended       months ended               months ended     months ended
                                         June 30,           June 30,                   June 30,         June 30,
                                           2002               2001                       2002             2001
                                     ------------------ -----------------           ---------------  ---------------
                                        (Unaudited)       (Unaudited)                (Unaudited)      (Unaudited)
<S>                                   <C>                 <C>                         <C>              <C>

   Revenue:
    Revenue                                       $-0-              $-0-                      $-0-          $15,215

    Cost of Goods Sold                             -0-               -0-                       -0-           11,410
                                     ------------------ -----------------           ---------------  ---------------

    Gross Profit                                   -0-               -0-                       -0-            3,805

    Operations:
       General and Administrative              105,061            25,388                   107,366           55,232

    Total Expenses                             105,061            25,388                   107,366           55,232
                                     ------------------ -----------------           ---------------  ---------------

    Loss from Operations                     (105,061)          (25,388)                 (107,366)         (51,427)
                                     ================== =================           ===============  ===============

    Net Income (Loss)                       ($105,061)         ($25,388)                ($107,366)        ($51,427)
                                     ================== =================           ===============  ===============

    Net (Loss) on per share basis              ($0.00)           ($0.00)                   ($0.00)          ($0.00)
                                     ================== =================           ===============  ===============

    Weighted Average number of              38,989,812         7,686,025                23,424,393        7,686,025
    shares outstanding
                                     ================== =================           ===============  ===============

</TABLE>

See Accountants' Review  Notes to Financial Statements


<PAGE>




                             ICT Technologies, Inc.
                Statement of Cash Flows for the Six Months Ended
<TABLE>
<CAPTION>

                                                                       June 30, 2002                  June 30, 2001
                                         ---------------------------------------------------------------------------
                                                                         (Unaudited)                    (Unaudited)
<S>                                                     <C>                                          <C>

    Cash Flows from Operating
    Activities

    Net Income(loss)                                                      ($107,366)                    ($51,427)

    Adjustment to reconcile net loss
    to cash used
       in operating activities:

    Inventory                                                                      0                       11,410
    Accounts payable and accrued                                              22,594                       48,750
    expenses

        Net cash provided (used) by                                         (84,772)                        8,733
    operating activities
                                         -------------------------------------------- ------------------------------

    Cash Flows from Investing
    Activities
        NONE

    Cash Flows from Financing
    Activities

      (Decrease) Due to Stockholders                                       (106,114)                     (66,523)

       Proceeds from Private Sale of                                         204,170                            0
    Company Stock

        Net cash provided (used) by                                           98,056                     (66,523)
    financing activities
                                         -------------------------------------------- ------------------------------

        Net increase (decrease) in cash                                       13,284                     (57,790)

        Cash & cash equivalents at                                                 0                       58,547
    beginning of year
                                         -------------------------------------------- ------------------------------

        Cash & cash equivalents at end                                       $13,284                         $757
    of period
                                         ============================================ ==============================

    Schedule of Interest & Income
    Taxes Paid

    Interest paid                                                                  0                            0
    Income taxes paid                                                              0                       $2,555

</TABLE>

      See Accountants' Review Notes to
           Financial Statements



<PAGE>




                             ICT Technologies, Inc.
                        Statement of Stockholders Equity

                                   (Unaudited)




<TABLE>
<CAPTION>



                                                                         Additional       Retained
                  Date                 Number of Shares  Common Stock       Paid in       Earnings      Total
                                                                            Capital       (Deficit)
   ----------------------------------- ----------------- ------------- ------------- --------------- --------------
<S>             <C>                     <C>                 <C>          <C>            <C>             <C>

                  Balances January 1,         7,686,025        $7,686    $1,168,110    ($1,257,554)      ($81,758)
                                 2002

                           New Shares        84,263,842        84,264       119,906                        204,170
                               Issued

                 Net (Loss) Unaudited                                                     (107,366)      (107,366)

                    Balances June 30,        91,949,867       $91,950    $1,288,016    ($1,364,920)        $15,046
                                 2002

</TABLE>


See Accountants' Review Notes to Financial Statements




<PAGE>




                             ICT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

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" or "ICT")
for the three and six months ended June 30, 2002 are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
2002.

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 three
and six-month periods ended June 30, 2002 and 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 consequence of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of June 30, 2002, 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, 2002, the Company had net operating loss carry forwards for income
tax purposes of $1,364,920. These carry forward losses may be available to
offset future taxable income, if any, and expire in the year 2010. The
availability to offset future income taxes are limited by of the Internal
Revenue Code of 1986 due to change of control of the company.





<PAGE>


The components of the net deferred tax asset as of June 30, 2002 are as follows:

                  Deferred tax asset:
                  Net operating loss carry forward            $   464,072
                  Valuation allowance                         $ (464,072)
                                                            --------------
                  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, 2002. SFAS No. 109 requires that a
valuation allowance be provided if it is more likely than not that some portion
or all of a deferred tax asset will not be realized. The Company's ability to
realize benefit of its deferred tax asset will depend on the generation of
future taxable income. Because the Company has yet to recognize significant
revenue from the sale of its products, the Company believes that a full
valuation allowance should be provided.

NOTE D - COMMITMENTS AND CONTINGENCIES

The Company occupies office space at Crossroads Plaza at 33 West Main Street,
2nd Floor, Elmsford, New York 10523 which it subleases from Europhone USA, Inc.,
a related party controlled principally by Vasilios Koutsobinas, the majority
owner of ICT. The monthly rental is $10,000. The lease expires December 31,
2004. Accordingly, total lease commitments remaining are $300,000.


NOTE E - 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 $1,364,920 for the period from inception, February 8, 1994, to June 30, 2002.
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,
increased sales. 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:

In accordance with the agreement it entered into when shares of ICT were issued
to it in the second quarter of 2002, EurophoneUSA conveyed certain assets to
ICT. The purpose of the conveyance was to convert ICT into a distribution
company, initially for telecom products, air conditioners and motorcycles.

EurophoneUSA, Inc. assigned to ICT all of its right, title and interest in and
to an exclusive distribution agreement dated June 9, 2002, with Ningbo Bird
Corporation Ltd., a corporation organized under the laws of and doing business
in the Peoples Republic of China. Ningbo manufactures mobile phones in Fenghua,
Zhejiang. The agreement gives ICT the exclusive right to distribute these mobile
phones for so long as ICT purchases at least 30,000 phones per month and at
least 400,000 phones each year. ICT has ordered 40,000 phones for the month of
July. The prices of the phones are adjusted each quarter by agreement of the
parties.

EurophoneUSA, Inc. also assigned to ICT all its right, title and interest in and
to an exclusive distribution agreement dated July 1, 2002 with 9278
Communication, Inc., a corporation organized under the laws of and doing
business in New York. EurophoneUSA, Inc. has a campaign called the 9278 Program
to market, distribute and sell air time in long distance telephone services
activated by individual personal identification numbers. Pursuant to the
assigned agreement, 9278 acts as the exclusive distributor of prepaid air time
for EurophoneUSA, Inc. for the 9278 Program.

EurophoneUSA, Inc. assigned to ICT all its right, title and interest in and to
an exclusive agreement dated December 29, 2001 (the term of which commenced on
February 1, 2002) with Giantco, Limited, a corporation organized under the laws
of Hong Kong, Special Administrative Region of the Peoples Republic of China.
Giantco manufactures motorcycles in factories in the PRC. Pursuant to this
agreement, ICT is the exclusive distributor for Giantco motorcycles world-wide
and must purchase at least 30,000 motorcycles per year and at least 2,000
motorcycles per month. These minimum requirements have been stayed until
September 2002. ICT will market the motorcycles under the trade name Eurospeed.

EurophoneUSA, Inc. assigned to ICT all its right, title and interest in and to a
sole agent agreement dated December 29, 2001 with Guangdong Chigo Air
Conditioning Co., Ltd. Guangdong Chigo manufactures air conditioners in
Guangdong, PRC. Pursuant to this agreement, ICT is the exclusive distributor for
Guandong Chigo's products in North, South and Central America and parts of
Europe. ICT is obligated to purchase a minimum of 200,000 air conditioners in
the year ending January 31, 2003, and 300,000 air conditioners in each year
ending on January 31 thereafter until 2007, when the contract expires. Minimum
amounts for each year are divided equally among each month in the year. The
failure to meet any month's minimum could lead to cancellation of the agreement
by Guandong Chigo. These minimum requirements have been stayed until September
2002. ICT is required to advertise the air conditioners in a reasonable fashion.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                  JUNE 30, 2002

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

Business activities.

We were involved with a New York City-based art gallery, but have severed that
relationship. We are considering our options with respect to the art business
and our remaining inventory. We have also severed our relationship with the
engineer we had retained to develop a biological detection device. Our main
focus in the future will be on the new acquisitions described below.

On May 13, 2002, we issued 78 million shares of our common stock to
EurophoneUSA, Inc. in return for EurophoneUSA, Inc.'s entering into an agreement
to transfer certain assets to us. After the issuance, EurophoneUSA, Inc. owned
85% of our outstanding common stock. EurophoneUSA, Inc. is wholly owned by Mr.
Vasilios Koutsobinas, and EurophoneUSA, Inc. immediately distributed 68 million
of our shares to him. The conveyance of assets to us closed in July 2002. This
transaction converted us into a distribution company, initially for telecom
products, air conditioners and motorcycles. In return for issuing the shares to
EurophoneUSA, Inc., we received the assets from EurophoneUSA, Inc. and related
companies described below.

EurophoneUSA, Inc. assigned to us all of its right, title and interest in and to
an exclusive distribution agreement dated June 9, 2002, with Ningbo Bird
Corporation Ltd., a corporation organized under the laws of and doing business
in the Peoples Republic of China. Ningbo manufactures mobile phones in Fenghua,
Zhejiang. The agreement gives us the exclusive right to distribute these mobile
phones for so long as we purchase at least 30,000 phones per month and at least
400,000 phones each year. We have ordered 40,000 phones for the month of July.
The prices of the phones are adjusted each quarter by agreement of the parties.
EurophoneUSA, Inc. will contribute 2 1/2 million GSM cellular telephones and 32
million GSM SIM card chips to us as soon as they have been manufactured under
the exclusive distribution agreement dated June 9, 2002, with Ningbo Bird
Corporation Ltd., a corporation organized under the laws of and doing business
in the Peoples Republic of China.

EurophoneUSA, Inc. also assigned to us all its right, title and interest in and
to an exclusive distribution agreement dated July 1, 2002 with 9278
Communication, Inc., a corporation organized under the laws of and doing
business in New York. EurophoneUSA, Inc. has a campaign called the 9278 Program
to market, distribute and sell air time in long distance telephone services
activated by individual personal identification numbers. Pursuant to the
assigned agreement, 9278 acts as the exclusive distributor of prepaid air time
for EurophoneUSA, Inc. for the 9278 Program.

EurophoneUSA, Inc. assigned to us all its right, title and interest in and to an
exclusive agreement dated December 29, 2001 (the term of which commenced on
February 1, 2002) with Giantco, Limited, a corporation organized under the laws
of Hong Kong, Special Administrative Region of the Peoples Republic of China.
Giantco manufactures motorcycles in factories in the PRC. Pursuant to this
agreement, we are the exclusive distributor for Giantco motorcycles world-wide
and must purchase at least 30,000 motorcycles per year and at least 2,000
motorcycles per month. These minimum requirements have been stayed until
September 2002. We will market the motorcycles under the trade name Eurospeed.

EurophoneUSA, Inc. assigned to us all its right, title and interest in and to a
sole agent agreement dated dated December 29, 2001 with Guangdong Chigo Air
Conditioning Co., Ltd. Guangdong Chigo manufactures air conditioners in
Guangdong, PRC in a factory that employs 8,000 workers. Guangdong Chigo produces
3 million air conditioners each year and is one of China's largest world-wide
distributors of air conditioners. Pursuant to this agreement, we are the
exclusive distributor for Guandong Chigo's products in North, South and Central
America and parts of Europe. We are obligated to purchase a minimum of 200,000
air conditioners in the year ending January 31, 2003, and 300,000 air
conditioners in each year ending on January 31 thereafter until 2007, when the
contract expires. Minimum amounts for each year are divided equally among each
month in the year. The failure to meet any month's minimum could lead to
cancellation of the agreement by Guandong Chigo. These minimum requirements have
been stayed until September 2002. We are required to advertise the air
conditioners in a reasonable fashion.

All prices for the foregoing contracts are fixed and settled in US Dollars. All
suppliers under the contracts require letters of credit to ship goods. We plan
to secure these letters of credit for the benefit of suppliers with letters of
credit obtained from the customers to whom the goods are ultimately to be
delivered.

We have entered into an agreement with EurophoneUSA, Inc. that makes
EurophoneUSA, Inc. the sales agent for us for telecom products, air conditioner
and motorcycles. Using its experience in the area, EurophoneUSA, Inc. will
obtain orders as agent for us. We will coordinate shipments to customers and we
will receive payment for the goods directly from the customers. We will pay
EurophoneUSA, Inc. a portion of the gross profit realized on sales of its
products to be agreed upon in the future.

We have generated only insignificant revenues and have incurred operating losses
since the date of our inception and will require additional capital to continue
operations. There is no assurance that we will be able to raise additional
capital. There are substantial doubts about our ability to continue as a going
concern.

Results of operations for the six months ended June 30, 2002 as compared to the
six months ended June 30, 2001.

For the six months ended June 30, 2002, we generated $-0- in revenues as
compared to $15,215 in revenue for the six months ended June 30, 2001. Our cost
of goods sold for the six months ended June 30, 2002 was $-0- as compared to
$11,400 for the six months ended June 30, 2001. The revenue decrease is the
result of our decision to scale back the operations we were pursuing in 2001 and
to switch our emphasis to the new business acquisitions discussed above.

Our general and administrative costs aggregated $105,061 for the six months
ended June 30, 2002 as compared to $55,232 for the six months ended June 30,
2001 representing an increase of $49,829. Increases in these expenses were the
result of costs involved with the new business acquisitions discussed above.

Liquidity and Capital Resources.

Our cash balance increased to $13,284 at June 30, 2002 from a cash balance of
$-0- at December 31, 2001. For the six months ended June 30, 2002 working
capital was provided by management. Duing the quarter ended June 30, 2002, we
were funded through private stock sales aggregating $204,000, a portion of which
was used to repay debt and to pay current expenses. Vasilios Koutsobinas, the
Company's CEO and majority stockholder, advanced $450,000 on July 3, 2002 to
fund the operations for the newly acquired businesses described in the business
activities of Item 2. Management believes that it has sufficient funds for the
foreseeable future.

We will require additional capital to continue operations. We may sell equity or
debt securities or enter into credit facilities to obtain needed capital. There
can be no assurance that such financing will be available on satisfactory terms,
if at all

During the quarter ended June 30, 2002, we also issued 6,000,000 shares at a
value of $6,000 to Nick Kontonicolas for services rendered. In addition, we also
issued 104,000 shares of our common stock to four investors in return for
$120,000 and forgiveness of indebtedness of $10.

All of the shares of our common stock that were issued in the quarter ended
June 30, 2002 were issued pursuant to Section 4(2) under the Securities Act of
1933, as amended.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On May 13, 2002, we issued 78 million shares of its common stock to
EurophoneUSA, Inc. in return for EurophoneUSA, Inc.'s entering into an agreement
to transfer certain assets to us. After the issuance, EurophoneUSA, Inc. owned
85% of our outstanding common stock. EurophoneUSA, Inc. is wholly owned by Mr.
Vasilios Koutsobinas, and EurophoneUSA, Inc. immediately distributed 68 million
shares to him. The conveyance of assets to us closed in July 2002.

EurophoneUSA, Inc., Vasilios Koutsobinas, Nick Kontonicolas and Joshua Shainberg
are parties to a voting agreement pursuant to which they all agree to vote their
shares as directed by Mr. Koutsobinas and further agree not to dispose of more
than 2 million of our shares each in any year. Mr. Koutsobinas, EurophoneUSA,
Inc., Mr. Kontonicolas and Joshua Shainberg will hold 68 million shares, 10
million shares, 6 million shares and 5.96 million shares, respectively, of our
common stock which will be subject to the agreement, representing in the
aggregate 98% of our total outstanding stock. The agreement expires on June 30,
2007.

During the quarter ended June 30, 2002, we also issued 6,000,000 shares at a
value of $6,000 to Nick Kontonicolas for services rendered. In addition, we also
issued 104,000 shares of our common stock to four investors in return for
$120,000 and forgiveness of indebtedness of $10.

All of the shares of our common stock that were issued in the quarter ended
June 30, 2002 were issued pursuant to Section 4(2) under the Securities Act of
1933, as amended.

ITEM 3.  DEFAULTS IN 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

(a)      Exhibits

Exhibit Number             Exhibit Description

3.1    Certificate of Incorporation  of ICT  Technologies,  Inc.,  dated May 27,
       1999 (incorporated  by  reference  to the  exhibit  filed  as part of the
       Company's registration  statement on Form 10-SB filed on March 6, 2000
       (Commission  File No. 0-29805).

3.2    Amendment to  Certificate  of  Incorporation  of ICT  Technologies,  Inc.
       dated March 6, 2002  (incorporated  by reference to the exhibit  filed as
       part of the Company's annual report on Form 10-KSB filed on April 29,
       2002).

3.3    Bylaws of ICT Technologies,  Inc. dated May 28, 1999 (incorporated by
       reference to the exhibit  filed as part of the Company's  registration
       statement on Form 10-SB filed on March 6, 2000 (Commission File No.
       0-29805).


(b)      Reports on Form 8-K:

Filed May 13, 2002 (filed July 26, 2002) for Changes in Control of Registrant,
Acquisition or Disposition of Assets, and Change of Certifying accountant.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 10-Q to be signed on its behalf,
thereunto duly authorized to sign on behalf of the registrant, and as the
principal executive officer and principal financial officer thereof.




       ICT TECHNOLOGIES, INC.

       Dated: August 13, 2002

       By: /s/ Vasilios Koutsobinas
           ------------------------
       Vasilios Koutsobinas, Chief Executive Officer and
       Director
       (principal executive officer)

       By: /s/ Bindiya Moorjani
           --------------------
       Bindiya Moorjani Ph.D., Secretary,
       Treasurer and Director
       (principal financial and accounting officer)


                                  End of Filing