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, 2004

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
         For the transition period from April 01, 2004 to June 30, 2004

                        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)

Indicate by check mark whether  registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, par value $0.001, 86,432,134 shares outstanding as of June 30 2004

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                             ICT TECHNOLOGIES, INC.
                                TABLE OF CONTENTS

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).......................................5
        Notes to Financial Statements..........................................8
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.................................................10
Item 3. Controls and Procedures...............................................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

SIGNATURES.................................................................16-18


QUARTERLY REPORT ON FORM 10QSB FOR ICT TECHNOLOGIES, INC.

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,  2004  discusses  financial  projections,
information  or  expectations  about the products or markets of our Company,  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 our Annual  Report on Form 10-KSB for the year ended  December
31, 2003 under "Management's Discussion and Analysis". Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof.

In  addition,  we  do  not  undertake  hereby  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, readers
should  keep in mind  the  risks  referenced  above  and  the  other  cautionary
statements in this  Quarterly  Report.  Descriptions  of our suppliers and their
operations contained herein are taken in part from corporate web sites and other
sources  that are  believed to be accurate  but as to which we cannot  guarantee
accuracy.


PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations,  although the Company believes that the
disclosures are adequate to make the information  presented  non-misleading.  In
the opinion of the Company, all adjustments, consisting of only normal recurring
adjustments,  necessary to present fairly the financial  position of the Company
as of June 30,  2004,  and the  results  of its  operations  and  changes in its
financial  position from April 1, 2004,  through June 30, 2004,  have been made.
The  results of its  operations  for such  interim  period  are not  necessarily
indicative  of the results to be expected for the entire year.  These  condensed
financial statements should be read in conjunction with the financial statements
and notes thereto  included in the  Company's  annual report on Form 10- KSB for
the year ended December 31, 2003.


INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                          Page

Item 1 - Financial Statements


Balance Sheets as of June 30, 2004 (Unaudited) and December 31, 2003        F-2


Statements of Operations for the six months ended June 30,
2004 and 2003 (unaudited)                                                   F-3

Statements of Operations for the three months ended June 30,
2004 and 2003 (unaudited)                                                   F-4


Statements of Stockholders Equity  for the six months ended
June 30, 2004 (unaudited)                                                   F-5


Statements of Cash Flows for the six months ended June 30,
2004 and 2003 (unaudited)                                                   F-6


Notes to Financial Statements                                        F-7 - F-16



                             ICT TECHNOLOGIES, INC.

                           CONSOLIDATED BALANCE SHEET


                                         June 30, 2004        December 31, 2003
                   ASSETS                  UNAUDITED


CURRENT ASSETS


Cash and cash equivalents                    $  642                $    8,571
Accounts receivable                          66,090                    96,035
Inventory                                    91,527                    83,065


Total current assets                        158,259                   187,671


PROPERTY AND EQUIPMENT, net                  28,333                    34,898



OTHER ASSETS


Security deposits                                  0                   5,000
Goodwill
                                             108,190                 108,190

Total other assets                           108,190                 113,190


TOTAL ASSETS                             $   294,782           $     335,759



         LIABILITIES AND STOCKHOLDERS EQUITY





CURRENT LIABILITIES


Bank overdraft                             $   89,846          $      62,720
Accounts payable and accrued expenses         281,965                233,188
Payroll taxes and withholdings                393,764                312,235
Customer deposits                              54,960                 54,960
Deferred income                                51,842                      0
Bank  lines of credit                         330,923                330,539

   Total current liabilities                1,203,300                993,642



LONG-TERM LIABILITIES
Officer loans payable
                                            1,231,303              1,258,870


   Total Liabilities                        2,434,603              2,252,512



STOCKHOLDERS EQUITY (DEFICIT)


Preferred stock, authorized 10,000,000 shares
$.001 par value each. At June 30, 2004 and December
31, 2003  there are 0 shares outstanding

Common stock authorized 200,000,000 shares,
$.001 par value each. At June 30, 2004 and
December 31, 2003  there are 86,432,134
and 86,199,492 shares outstanding, respectively   86,432              86,199
Common stock subscribed                          153,881              23,906
Additional paid-in capital                     2,495,506           2,324,889
Retained Earnings (deficit)                   (4,875,640)         (4,351,747)



Total stockholders equity (deficit)           (2,139,821)         (1,916,753)



TOTAL LIABILITIES AND STOCKHOLDERS EQUITY    $   294,782        $    335,759

The accompanying notes are an integral part of these statements.


                             ICT TECHNOLOGIES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS




                                                         UNAUDITED
                                                  For the six months ended
                                          June 30, 2004            June 30, 2003
Revenue


Commissions & other                          $   16,936               $   18,465
Prepaid telephone cards                          18,207                  811,226

Total revenues                                   35,143                  829,691


Cost of goods sold                               12,888                  162,092



Gross profit                                     22,255                  667,599



Operating Expenses
Selling, general and administrative             538,350                  729,018
Depreciation                                      7,716                    7,756



Total operating Expenses                        546,066                  736,774

Net Income (loss) from operations              (523,811)                (69,175)

Other income and expenses
Interest income                                       0                        2
Interest expense                                    (82)                       0

Total other income (expenses)                       (82)                       2



Income (loss)                                $  ( 523,893)          $   (69,173)

Basic  earnings (loss) per common share      $       (.01)          $      (.00)



Weighted average shares outstanding, basic      86,315,813            86,053,492







The accompanying notes are an integral part of these statements.




                             ICT TECHNOLOGIES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                               UNAUDITED
                                                    For the three months ended
                                           June 30, 2004           June 30, 2003


Revenue
Commissions & other                          $   9,875               $       465
Prepaid telephone cards                         11,366                    64,295


Total revenues                                  21,241                    64,760


Cost of goods sold                               4,944                    13,592



Gross profit                                    16,297                    51,168



Operating Expenses
Selling, general and administrative            286,495                   369,223
Depreciation                                     3,858                     3,878

Total operating Expenses                       290,353                   373,101

Net Income (loss) from operations             (274,056)                (321,937)



Other income and expenses
Interest income                                      0                         2
Interest expense                                     0                         0

Total other income (expenses)                        0                         2

Income (loss)                             $  ( 274,056)            $   (321,935)






Basic  earnings (loss) per common share  $        (.00)            $       (.00)

Weighted average shares outstanding, basic   86,369,146               86,053,492







The accompanying notes are an integral part of these statements.



                             ICT TECHNOLOGIES, INC.

                CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT



                                 Common      Additional
                Common stock     Stock       Paid-in     Accumulated
               Shares    Amount  Subscribed  Capital     Loss          Total


Balance at
Jan 1, 2004    86,199,492 $86,199  $23,906   $2,324,889 $(4,351,747)$(1,916,753)


Common stock
subscribed        106,666     107  (20,000)      19,893                       0


Common stock
subscribed                          149,975                             149,975


Sale of common
stock            125,976      126               150,724                 150,850

Net loss for the
six months ended
June  30, 2004    ______    _____    ______    ________    (523,893)   (523,893)
(UNAUDITED)


Balance at
June 30,2004  86,432,134  $86,432 $153,881   $2,495,506 (4,875,640) $(2,139,821)
(UNAUDITED)



The accompanying notes are an integral part of this statement.


                             ICT TECHNOLOGIES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            For the six months ended


                                                June 30, 2004     June 30, 2003
                                                  UNAUDITED          UNAUDITED

OPERATING ACTIVITIES
Net (loss)                                      $   (523,893)         $ (69,173)
Adjustments for noncash and nonoperating items:
Depreciation and amortization                          7,716              7,756
Changes in operating assets and liabilities:
Receivables                                           29,945           (764,555)
Inventory                                             (8,462)            21,841
Prepaid expenses and deposits                          5,000              2,247
Bank overdraft                                        27,126             35,275
Accounts payable and accrued expenses                 48,777             22,052
Deposit on inventory purchase                              0           (111,000)
Deferred income                                       51,842                  0
Payroll taxes and withholdings                        81,529            100,049

Cash  (used) by operating activities                (280,420)          (755,508)

INVESTING ACTIVITIES
Capital expenditures                                  (1,151)                 0

Cash used by investing activities                     (1,151)                 0



FINANCIAL ACTIVITIES
Officer loan payable                                  (27,567)          444,448
Proceeds from common stock subscribed                 149,975                 0
Proceeds from sale of stock                           150,850           119,000
Bank line of credit                                       384           (74,493)

Cash provided by financing activities                 273,642           488,955

NET  (DECREASE) IN CASH                                (7,929)         (266,553)


CASH BALANCE BEGINNING OF PERIOD                        8,571           267,735



CASH BALANCE END OF PERIOD                            $   642        $    1,182



NON CASH ACTIVITIES:
Interest                                             $      2        $        0
Corporate income taxes                               $      0        $        0




The accompanying notes are an integral part of these statements



                             ICT TECHNOLOGIES, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 June 30, 2004
                                    Unaudited

1. NATURE OF BUSINESS, BASIS OF PRESENTATION AND CONTINUING OPERATIONS

Nature of Business and Basis of Presentation

ICT Technologies,  Inc. (the "Company" or "ICT"), located in Elmsford, New York.
The Company is a distributor for products and services in the telecommunications
and consumer  durables sectors.  The Company has completed  shipments of prepaid
telephone calling cards (variable rate) and shipments of air conditioning  units
to retail  channels in Greece,  generating  its revenues in each of these areas,
while  continuing  the  long-distance  service  and prepaid  calling  phone card
business  acquired  from its  predecessor.  The  Company  has  also  established
distribution  relationships  for  mobile  telephones,  Internet  (ISP)  service,
prepaid internet service and motorcycles.

The air conditioners,  mobile telephones and motorcycles are being  manufactured
in the Peoples  Republic of China (PRC) and South Korea.  The Company expects to
begin generating  revenues in all of these additional  product and service areas
during 2004. As of June 30, 2004, sales in these areas have not yet commenced.

Continuing Operations

During the period  required to develop the subscriber  base,  expand its service
coverage area and develop additional durable products,  the Company has required
and will  continue  to require  additional  operating  funds.  The  Company  has
suffered net losses and negative  operating cash flows since inception.  For the
six months ended June 31, 2004,  the Company had net losses from  operations  of
$523,893,  and negative  operating cash flows from  operations of $280,420.  The
Company is in a negative  working  capital  position of  $1,045,041  at June 30,
2004. The Company must fund the purchase of initial  inventory  pursuant to pre-
vious contractual  relationships with suppliers in the Peoples Republic of China
(PRC).  Funding for its operations has been provided  primarily by officer loans
and  through  the sale of common  stock.  For the  period  from  January 1, 2002
through June 30, 2004, management has provided additional funding to the Company
totaling  $1,231,303  in the  form of  officer  loans  and bank  loans  totaling
$330,923 and bank overdrafts of $89,846.  The ultimate success of the Company is
dependent upon management's  ability to market and sell prepaid telephone cards,
internet  services,  and  durable  products  at levels  sufficient  to  generate
operating  revenues  in  excess  of  expenses.   From  a  financing  standpoint,
management's  focus is on securing  sufficient  additional  capital to build its
operating,  sales and marketing,  and  administrative  infrastructure  to levels
needed to  generate  and  support  the  operations  of the  Company.  Failure to
successfully  raise this  additional  capital to fund  inventory  purchases  and
achieve  positive cash flows makes the Company's  ability to continue as a going
concern uncertain. While management believes that the Company will be successful
in raising  the  additional  capital and  achieving  profitable  operations,  no
assurances  can be given  that  the  Company  will be  successful  in  obtaining
additional  capital  or that  such  financing  will  be on  terms  favorable  or
acceptable to the Company.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The  financial  statements  do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.  In  addition,  the  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

Management's  plans for future operations consist of developing its market share
for durable  goods,  prepaid  telephone  card  services and other  complementary
prepaid services through product awareness promotional campaigns and development
of  key  manufacturing  and  distributor  relationships  for  its  products  and
services. The Company does not maintain retail outlets for its products. Rather,
it sells its products and services through distributors who, in turn, resell the
Company's  products and services to customers and subscribers  through a variety
of distribution channels,  including convenience-type retail stores, wholesalers
and, to a lesser extent, other distribution channels.

In order to  provide  reliable  service to its  subscribers,  the  Company  must
continue to develop and maintain favorable relationships with telephone carriers
from which it purchases airtime.  The Company currently maintains contracts with
two  major  carriers,  which  expire  periodically  through  2007.  There are no
assurances  that  management  will be successful in its marketing  plans or that
favorable  contracts will be negotiated with the major  telephone  carriers upon
expiration of the existing contracts. Additionally, the Company must continue to
update its products and services to meet current technology standards.

The financial  statements presented consist of the consolidated balance sheet of
the Company;  including Europhone USA, Inc., Europhone,  Inc., Eurospeed,  Inc.;
Europhone USA, LLC; and Eurokool Inc. at June 30, 2004  (unaudited) and December
31, and the related consolidated statements of operations and cash flows for the
six  months  ending  June  30,  2004  and  2003  (unaudited).   All  significant
inter-company transactions have been eliminated in consolidation.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Vulnerability Due to Certain Concentrations

Financial  instruments that potentially  subject the Company to concentration of
credit risk consist  principally of cash and cash equivalents and trade accounts
receivable.  Concentration  of  credit  risk  with  respect  to  trade  accounts
receivable is concentrated with two customers.  One customer  accounted for more
than 10% of consolidated  revenues in Fiscal 2003 for prepaid  telephone calling
cards and one customer  accounted  for the all of the revenues  derived from the
sale of air  conditioners.  This  concentration  of revenues  increases our risk
associated with nonpayment by these customers.

The Company is subject to risks  associated with its  international  operations,
including  changes in exchange  rates,  difficulty in trade accounts  receivable
collection  and  longer  payment  cycles.   Management  regularly  monitors  the
creditworthiness  of its domestic and international  customers and believes that
it has adequately provided for any exposure to potential credit losses.


The Company also receives  extended dating of accounts payable due manufacturers
of air conditioners from the PRC.

The  Company  does  extend  credit to  wholesale  and retail  purchasers  of the
Company's Durable goods and and prepaid calling cards,

Revenue Recognition

As of December 31, 2003 and June 30, 2004,  the  Company's  products  consist of
prepaid  phone cards and long  distance  service.  Communications  services  are
recognized as revenue when services are provided. The Company offers essentially
two classes of prepaid  calling cards;  "first use" and "usage"  cards.  Prepaid
calling cards are delivered to the dealers  essentially on a consignment  basis.
Upon notification by the telephone carrier that cards have been initialized by a
customer,  the face amount less dealer  discount is invoiced and  recognized  as
deferred  income.  Invoices  are  payable  by the dealer  within 48 hours  after
invoicing.

Revenue  is earned  through  the  rounding  of  minutes  used,  access  charges,
connection  charges and weekly  maintenance  fees.  The Company pays the related
telephone  charges to the carrier on a monthly basis as usage occurs.  It is the
Company's  experience  that these cards are consumed within the first 30 days of
sale and activation; otherwise, they will expire after 90 days.

Revenue from the sale of durable goods is  recognized  when products are shipped
or services are rendered.


F-8
Inventories

Inventories  include  prepaid  phone  cards,  air  conditioners,   and  cellular
telephones  and are valued at the lower of average  cost or market.  The Company
performs   periodic   assessments   to  determine  the  existence  of  obsolete,
slow-moving and  non-saleable  inventories and records  necessary  provisions to
reduce such inventories to net realizable value. Prepaid phone cards are held as
inactive status and are activated upon proof of delivery to the distributor.

Prepaid  phone card costs  consist of the printing  and  packaging of the cards.
Prepaid phone cards are held as inactive  status and are activated upon proof of
delivery to the distributor.

Sources of Supply

The Company purchases air conditioners  through two primary suppliers located in
the PRC with agreements contracted through our subsidiaries, Europhone, Inc. and
Eurokool  Although the Company  believes that other suppliers  ultimately  could
provide  similar  products on similar terms, a disruption in the supply from the
Company's  existing vendors could adversely affect the ability of the Company to
meet its customers' requirements.

The Company sells prepaid telephone calling cards in two primary countries,  the
United  States and  Greece,  through a  relationship  with one  primary  carrier
providing  access,  billing and egress.  Should the Company not be able to renew
its reseller carrier  arrangement  with its existing  carrier network,  it would
need to seek  service  from  another  carrier in the  market.  While  management
believes that a similar  service  could be obtained from other  carriers in each
market it serves,  a  disruption  in the  company's  contracts  could affect the
ability of the Company to meet its customers' requirements.

The  Company  currently  resells  long  distance  telephone  service  through  a
relationship  with one  primary  provider,  which has  relationships  with three
primary  carriers  providing  coverage  and access to  approximately  97% of the
United States and mainstream  networks.  Should the Company not be able to renew
its reseller carrier  arrangements  with its existing carrier network,  it would
need to seek  service from  another  carrier.  While  management  believes  that
service  could be obtained  from  another  carrier in each  market it serves,  a
disruption in the company's  contract could affect the ability of the Company to
meet its customers' requirements.
Property and Equipment

Property  and  equipment  are  stated  at cost  and  consist  of  computers  and
equipment,   computer   software,   furniture   and   fixtures,   and  leasehold
improvements.  These assets are  depreciated on a  straight-line  basis over the
estimated  useful  lives of the  assets,  ranging  up to five  years.  Leasehold
improvements  are amortized over the estimated  useful life of the assets or the
term of the lease, whichever is shorter. Maintenance and repairs are expensed as
incurred.  Expenditures  for major  renewals,  replacements  and betterments are
capitalized. When assets are sold or otherwise disposed of, the cost and related
accumulated  depreciation  or  amortization  are  removed  from  the  respective
accounts and any resulting  gain or loss is  recognized.  Property and equipment
consists of the following at December 31, 2003 and June 30, 2004:

                                             June 30, 2004    December 31, 2003

       Furniture and fixtures                     $15,085               $13,934
       Leasehold improvements                      54,278                54,278
                                                 ---------             ---------
                                                   69,363                68,212
       Less - Accumulated depreciation
         and amortization                         (41,030)              (33,314)
                                                 ----------           ----------
                Property and equipment, net       $28,333                $34,898
                                                   =====                  =====

F-9

Depreciation  expense was $7,716 and $7,756  for the six months ended  June  30,
2004 and 2003, respectively.

Impairment of Long-Lived Assets

Statement of Financial  Accounting  Standards (SFAS) No. 121, Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,
establishes  accounting  standards for the impairment of long-lived  assets. The
Company  reviews its  long-lived  assets,  including  property and equipment and
intangible assets, for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If this review indicates
that the asset will not be recoverable  based on the expected  undiscounted  net
cash flows of the  related  asset,  an  impairment  loss is  recognized  and the
asset's carrying value is reduced.

Goodwill

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  Under the new rules,  goodwill  and  intangible  assets  deemed to have
indefinite  lives will no longer be  amortized  but are  subject  to  impairment
tests,  performed at least  annually,  in accordance  with the Statement.  Other
intangible assets will continue to be amortized over their useful lives.
..The Company has revaluated the carrying value of goodwill and has written
 down the asset by $216,379 to $108,190
Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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.

Cash and Cash Equivalents

Cash and cash  equivalents  include  all the cash  balances  and  highly  liquid
investments with an original maturity of three months or less.

Income Taxes

The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial   Accounting   Standards  No.  109,  "Accounting  for  Income  Taxes."
Accordingly,  deferred  income tax assets and liabilities are recognized for the
future income tax consequences attributable to differences between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  income  tax  bases.  The  effect on  deferred  income tax assets and
liabilities  of a change  in  income  tax  rates  is  recognized  in the  income
statement in the period of the income tax rate change.  Valuation allowances are
established  when it is  necessary to reduce  deferred  income tax assets to the
amount expected to be realized in future years.

Earnings Per Share

In accordance  with the provisions of SFAS No. 128,  "Earnings Per Share," basic
earnings  per  share is  computed  by  dividing  net  income  by the  number  of
weighted-average common shares outstanding during the year.

Product Warranty

All air  conditioner  sales are  covered by a one-year  manufacturer's  warranty
covering product defects.  To date, costs have not been incurred related to unit
defects.

F-10

Advertising Costs

Advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling,  general and administrative  expenses for the six months ended June 30,
2004 and 2003, were approximately $47,531 and $28,508.

Fair Value of Financial Instruments

The values the Company presents for financial assets and liabilities approximate
the fair  market  value of  these  assets  and  liabilities  due to their  short
maturity.  The fair value of notes payable  approximates  carrying value at June
30, 2004 and December 31, 2003.

Recently Issued Accounting Standards

In  June  2001,  the  FASB  issued  SFAS  No.  143,  Accounting  for  Retirement
Obligations.  SFAS 143 establishes  accounting standards for the recognition and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  The Company was
required  to adopt SFAS 143 on August 1, 2002 and  expects  that the  provisions
will not have a material impact on its consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and  Technical  Corrections.
SFAS 145 updates,  clarifies and simplifies existing accounting  pronouncements.
SFAS 145  rescinds  Statement  No. 4, which  required  all gains and losses from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item, net of related income tax effect. As a result, the criteria
in APB Opinion No. 30, Reporting the Results of Operations Reporting the Effects
of  Disposal  of a  Segment  of  a  Business,  and  Extraordinary,  Unusual  and
Infrequently  Occurring  Events and  Transactions,  will now be used to classify
those gains and losses because Statement No. 4 has been rescinded. Statement No.
44 was issued to establish accounting requirements for the effects of transition
to provisions of the Motor Carrier Act of 1980.  Because the transition has been
completed, Statement No. 44 is no longer necessary.

SFAS 145 amends  Statement  No. 13 to require that certain  lease  modifications
that have economic effects similar to  sale-leaseback  transactions be accounted
for in the  same  manner  as  sale-leaseback  transactions.  This  amendment  is
consistent with the FASB's goal of requiring  similar  accounting  treatment for
transactions that have similar economic  effects.  SFAS 145 also makes technical
corrections  to  existing  pronouncements.   While  those  corrections  are  not
substantive in nature, in some instances,  they may change accounting  practice.
ICT is required to adopt SFAS 145, effective for Fiscal 2003. Upon adoption, any
gain or loss on extinguishment of debt previously classified as an extraordinary
item in prior periods  presented  that does not meet the criteria of APB Opinion
No. 30, will be  reclassified  to conform with the  provisions  of SFAS 145. The
Company does not expect the adoption of SFAS 145 will have a material  impact on
its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS 146 requires  companies  to recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment  to an exit or disposal  plan.  Previous  accounting
guidance  was  provided by Emerging  Issues Task Force  (EITF)  Issue No.  94-3,
Liability  Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)  (EITF
94-3). SFAS 146 replaces EITF 94-3. The Statement is to be applied prospectively
to exit or disposal  activities  initiated  after December 31, 2002. The Company
does not expect  the  adoption  of SFAS 146 will have a  material  impact on its
consolidated financial statements.

F-11

Litigation

The Company is subject to  litigation  in the ordinary  course of its  business.
Management  believes that any potential liability thereto is not material to the
Company's financial position and results of operations.

4. STOCKHOLDERS' EQUITY

Common Stock

The following common stock transactions occurred during the six months ended
June 30, 2004:

During the second  quarter ended June 30, 2004,  the Company sold 125,976 shares
of common stock at a range of $1.00 to $1.20 totaling an amount of $150,850.

As of June  30, 2004, the Company has received  subscriptions for the sale of
shares of common stock aggregating $149,975.

5. BANK LINE OF CREDIT

On May 31, 2001,  Europhone USA received a revolving line of credit  providing a
line of credit  from the Ponce De Leon  Federal  Bank and is  payable in monthly
installment  payments of $4,980 including  interest at 9%. At June 30, 2004, the
balance due was $320,432.  The line of credit has the personal  guarantee of Mr.
Koutsobinas.  Also as of June 30,  2004,  the  Company had a bank  overdraft  of
$89,846.


6. LEASES

The Company  leases  approximately  3,858 feet of office space from an unrelated
party at 33 West Main Street,  Elmsford,  New York.  The lease is in the name of
Europhone  USA and is for a period  extending  to January  31, 2006 at a monthly
rent of $6,109  plus $723 in common  area  charges,  in  addition to real estate
taxes, and a security deposit of $13,663.  Future  commitments for minimum lease
rentals under non  cancelable  leases at December 31, 2003 and June 30, 2004 are
as follows:
      2004                 $88,992
      2005                 $91,662
      2006                 $94,411

Rent expense  including  common area charges under operating  leases was $57,711
and  $49,494  for the six  months  ended June 30,  2004 and 2003,  respectively.
Obligations under capital leases are not significant.

7. INCOME TAXES

A deferred income tax asset is established for the complete amount of income tax
benefits  available in future  periods from the assumed  realization  of tax net
operating  loss  carryforwards.  In  addition,  a  deferred  income tax asset or
liability  is  established  for the  complete  amount of income tax  benefits or
liabilities from the effect of temporary differences.  The components of the net
deferred income tax assets as of December 31, 2003, were as follows:
Deferred income tax assets:

    Net operating loss carryforwards                     $ 1,653,663
    Valuation allowance                                  ( 1,653,663)
                                                         ---------------
Net deferred income tax assets                               $    0
                                                              =======

At  December  31,  2003,  the  Company  has  federal  and state  income tax loss
carryforwards of approximately  $4,351,747 which expire through 2020, subject to
the  limitations  of the IRC Section  382.  The Company has provided a valuation
allowance  of  $4,351,747  at  December  31,  2003,   because,  in  management's
assessment,  it is uncertain  whether the net deferred income tax assets will be
realized.

Future sales of common stock by the Company or its  principal  stockholders,  or
changes in the  composition of its principal  stockholders,  could  constitute a
"change of control" that would result in annual limitations on the Company's use
of its NOLs and unused tax credits.  Management  cannot  predict  whether such a
"change in control" will occur. If such a "change in control" were to occur, the
resulting annual  limitations on the use of NOLs and tax credits would depend on
the value of the  equity of the  Company  and the amount of  "built-in-gain"  or
"built-in-loss"  in the Company's assets at the time of the "change in control,"
which cannot be known at this time.

8. Payroll Tax Liability

As of June 30, 2004, the Company has incurred payroll tax, penalty, and interest
charges totaling $393,764.  Management is in the process of making  arrangements
for installment agreements with the appropriate tax authorities.

9. Related Party Transactions

As of June 30,  2004 the  Company  is  obligated  to repay  moneys  advanced  by
officers and directors of the company  aggregating  $1,231,303  payable  without
interest on demand.

10.  Supply Agreements

The  Company,  through its  subsidiaries  has  entered  into  various  marketing
agreements for the purchase of air conditioners,  cellular  telephones and motor
scooters with various  companies in the PRC. The terms of the  agreements  grant
rights to market  these  products in the North  American  Continent  and certain
European  countries.  The terms of these agreements run essentially to March 31,
2007 and have  minimum  order  requirements  with agreed  increases on an annual
basis.  As of June  30,  2004,  the  Company  has not met the minimum  order
requirements under these agreements because of delays in obtaining  approvals by
various agencies in the United States.  The Company through its subsidiaries has
acquired the right to use such trade names as Eurospeed and Eurokool.

The Company  had  previously  received a purchase  order and letter of credit to
design,  and then sell, mobile  telephones to Audiovox  ("ACC").  This letter of
credit and  purchase  order  expired and the Company has no  assurance  that any
business will be transacted with ACC.

11.  Business Segment Information

The Company has identified two reportable  business  segments:  air conditioners
and long distance  telecommunications  services.  The retail  telecommunications
services  business segment  includes  [domestic and  international]  prepaid and
rechargeable  calling cards, and consumer long distance  services to individuals
and businesses.

The Company  evaluates the performance of its business  segments based primarily
on operating  income  (loss) after  depreciation,  amortization  and  impairment
charges, but prior to interest income (expense), other income (expense),  income
taxes,  extraordinary  items and cumulative  effect of accounting  changes.  All
corporate overhead is allocated to the business segments based on time and usage
studies,   except  for  certain  specific  corporate  costs,  such  as  treasury
management and investment-related costs, which are not allocated to the business
segments. Operating results and other financial data presented for the principal
business  segments  of the  Company  for the six months  ended June 30, 2004 and
2003.

                                            June 30,                    June 30,
                                             2004                         2003

  Commissions & other                       16,936                      18,465
  Prepaid telephone cards                   18,207                     811,226
                                           ---------                  ---------
      Total revenues                      $ 35,143                    $829,691


F-14

Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations

Unless the context otherwise requires,  (i) all references to "ICT Technologies"
or  the  "Company"  include  ICT   Technologies,   Inc.  and  its  wholly  owned
subsidiaries  Europhone USA, Inc. ("Europhone USA"),  Europhone,  Inc. (together
with Europhone USA, "Europhone") Europhone USA LLC, Eurokool Inc., and Eurospeed
Inc.

Overview

ICT  Technologies  is a  distribution  company for  products and services in the
telecommunications   and  consumer  durables   sectors.   ICT  Technologies  has
established distribution  relationships for the following products and services:

Prepaid telephone calling cards;
Prepaid internet service CD's;
Air conditioners;
Motorcycles;
Internet (ISP) service; and
Mobile telephones

We   have   organized   our   distribution   business   into   three   segments:
telecommunications,  air conditioners,  and motorcycles.  Our telecommunications
business  includes,  but is not limited to, the sale of prepaid telephone cards,
cellular  telephones,  and long distance telephone service. As of June 30, 2004,
we have  engaged  in the  direct  sale of long  distance  telephone  service  to
customers as an agent for PowerNet Global. We earn our income as a percentage of
the amount billed to and collected from long distance  customers  sourced by us.
We receive a net payment each month for our share of long distance  revenue.  As
of June 30, 2004 our customer base (long distance  only) is located  entirely in
the United States.

We market prepaid phone  cards,for both  residential  and corporate  uses,  that
allow users to purchase a  designated  amount of long  distance  minutes to make
calls from virtually any telephone or country  worldwide.  Through this product,
we earn a gross  profit  of  approximately  36% of the face  amount of the phone
card.  The phone card can be used until air time charges and other charges equal
the total value of the card, subject to an 12 month expiration  period.  Revenue
for these prepaid phone cards is deferred, recognized upon first usage, and then
allocated to revenue. Revenue from the sale of prepaid phone cards is recognized
upon activation by the end-user.  Phone card service  revenues are recognized as
the end-user utilizes the cellular  airtime.  It is our experience that the card
once  activated  the face  amount of the card is  consumed  within 30 to 60 days
through usage and fees.

We have entered into an  agreements  to distribute  mobile  telephones  that are
manufactured by Ningbo Bird Corporation,Ltd. ("Ningbo") of the PRC and Uroatech,
Inc. of South Korea.  Pursuant to this  agreement  with Ningbo,  which will come
into effect  upon the first  shipment  of mobile  telephones  to us, we have the
exclusive right to distribute  specified models of mobile phones outside the PRC
through  June 1, 2007.  We have agreed to  purchase a minimum of 500,000  mobile
phones per year (or 40,000 per month)  during the term of the  agreement.  If we
purchase less than 400,000  mobile  telephones  each year (or 30,000 per month),
the agreement terminates  automatically.  However, ICT Technologies has received
verbal assurance from Ningbo that the minimum purchase  requirements will not be
enforced for past periods.  The purchase price of the mobile  telephones will be
adjusted each quarter by agreement of the parties, based upon market conditions.
As of June 30, 2004 we have received samples of the cellular  telephones that we
plan to sell and have not derived any revenue.

On October 20, 2003, we entered into agreement with Uroa Tech, Inc.  through our
subsidiary  Eurphone USA, Inc.  (Europhone) which will come into effect upon the
first  shipment of mobile  telephones to us and expire two years from this date.
The terms of the agreement will be renewed automatically on a yearly basis up to
three years total length of time.

We have also entered into agreements for the  distribution  of air  conditioners
manufactured   by  two  major   suppliers  in  the  PRC:   Guangdong  Chigo  Air
Conditioning,  Co.  Ltd.  ("Chigo")  and  Guangdong  Richvast  Company,  Limited
("Richvast").

Our  distribution  agreement  with Chigo covers the period  through  January 31,
2007. We are the sole agent for the  distribution of Chigo products  bearing the
"Chigo" and  "Eurokool"  brand names in North,  South and Central  America,  and
parts of Europe, except that distribution is only permitted under the "Eurokool"
brand name in countries or regions where sales of "Chigo" branded  products have
already  taken  place.  We are  obligated  to  purchase a minimum of 200,000 and
80,000 air conditioners from Chigo and Richvast respectively, in the year ending
December 31, 2003. However,  ICT Technologies has received verbal assurance from
Chigo and Richvast that the minimum purchase  requirements  will not be enforced
for past periods. With regard to the Chigo agreement,  we must increase our unit
purchases by 50% in each  contract  year after the first for the duration of the
contract.

We have also entered into an agreement  with Giantco,  Limited of Hong Kong, PRC
("Giantco") for the worldwide  distribution through March 1, 2007 of motorcycles
manufactured  by Giantco and bearing the  "Eurospeed"  brand.  We are  obligated
under the agreement to purchase at least 30,000 Giantco motorcycles per year and
at least 2,000 Giantco  Motorcycles  per  month.However,  ICT  Technologies  has
received verbal  assurance from Giantco that the minimum  purchase  requirements
will not be enforced for past  periods.  The price for the  motorcycles  will be
negotiated by the parties in connection with each purchase order. As of June 30,
2004, we have not generated any revenue and have samples of these motorcycles in
inventory.

We have continued to finance our activities  through the resources of management
and have devoted the majority of our efforts to initiating the Company's  market
plans  for  telecommunications   products,  air  conditioners  and  motorcycles,
developing  sources of supply,  developing and testing marketing  strategy,  and
expanding the management team to further marketing  research and development for
the Company's products.

We have also funded our  operations  and growth  through  officer  and  director
loans, aggregating $1,231,303 as of June 30, 2004.

The  Company  has not yet  generated  sufficient  revenues  during  its  limited
operating period of reorganization to fund its ongoing operating expenses, or to
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.
Also,  there can be no assurance  that the  Company's  marketing  research  will
provide a profitable  path to utilize the  Company's  marketing  plans.  Further
investments into market design,  implementation,  and development, as defined in
the Company's operating plan, will significantly reduce the cost of development,
preparation,  and  processing of purchases  and orders,  enabling the Company to
effectively compete in this marketplace.

Critical Accounting Policies and Estimates

ICT  Technologies'  results  of  operations  are  based  on the  preparation  of
consolidated  financial  statements in  conformity  with  accounting  principles
generally  accepted  in the  U.S.  The  preparation  of  consolidated  financial
statements  requires  management  to select  accounting  policies  for  critical
accounting  areas as well as estimates and  assumptions  that affect the amounts
reported  in the  consolidated  financial  statements.  Significant  changes  in
assumptions  and/or  conditions  in  our  critical   accounting  policies  could
materially impact our operating results. We believe our most critical accounting
policies relate to revenue recognition.

The Company sells its products primarily through distributors. Such distribution
agreements  do not normally  grant the  distributor  the right to return  unsold
products.  To the  extent  distributors  are  granted  return  rights for unsold
equipment and prepaid phone cards,  sales  transactions to the  distributors are
accounted  for as a  consignment  until  products  are sold by the  distributor.
Generally,  these cards are activated for use once received by the  distributor.
If the  distributor  does not sell these cards within an eighteen  month period,
this activation period will expire.

Telecommunications  service  revenue is  recognized  when services are provided.
Revenue on sales of prepaid  calling  cards is deferred  upon  activation of the
cards  by the  customer  (end-user)  and  recognized  as the card  balances  are
decremented  based on minute  usage and service  charges.  Unused  balances  are
recognized as revenue upon expiration of the calling cards.

Revenue from our long distance services  business is generated,  on a commission
basis, for service provided by a single carrier.

Revenue from the sale of durable goods is recognized when products are shipped.

Consistent with Statement of Financial Accounting  Standards ("SFAS"),  No. 142,
"Goodwill and Other Intangible  Assets,  "goodwill is no longer  amortized,  but
instead tested at least  annually for  impairment.  Prior to 2002,  goodwill was
amortized using the straight-line method over its estimated period of benefit of
15 years.

Consistent  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," we evaluate  long-lived  assets for  impairment  and assess
their  recoverability  based upon  anticipated  future cash flows.  If facts and
circumstances  lead us to  believe  that  the cost of one of our  assets  may be
impaired,  we will write down that  carrying  amount to fair value to the extent
necessary.  We have not  recorded  any  impairment  of  long-lived  assets since
adopting SFAS No. 144.

Business Activities

We   have   organized   our   distribution   business   into   three   segments:
telecommunications,  air conditioners,  and motorcycles.  Our telecommunications
business  includes  the sale of prepaid  telephone  cards and  prepaid  internet
service  CD's,  mobile   telephones,   and  long  distance   telephone  service.

Telecommunications Segment

As of June 30, 2004,  our prepaid  phone cards are being sold both  domestically
and in Greece.  During the first quarter  2004, we shipped and received  payment
for an aggregate of $18,207 in prepaid phone cards to one distributor in Greece.
Income of $51,842 will be deferred  until the prepaid  cards are  activated.

We also  engage  in the  direct  sale  of long  distance  telephone  service  to
customers as an agent for PowerNet Global. We earn our income as a percentage of
the amount billed to, and collected from, long distance customers sourced by us.
We receive a net payment each month for our share of long distance  revenue.  As
of June 30, 2004, our customer base (long distance only) is located  entirely in
the United States.

We have an agreement to distribute  mobile  telephones that are  manufactured by
Ningbo Bird  Corporation,  Ltd. of the Peoples Republic of China ("PRC").  As of
June 30, 2004, we have received samples of the mobile telephones that we plan to
sell and have not derived any revenue from the sale of mobile telephones.

Air Conditioners Segment

We also have agreements for the distribution of air conditioners manufactured by
two  major  suppliers  in the PRC:  Guangdong  Chigo Air  Conditioning  Company,
Limited ("Chigo") and Guangdong  Richvast  Company,  Limited  ("Richvast").  Our
distribution agreement with Chigo covers the period through January 31, 2007. We
are the sole agent for the  distribution  of Chigo products  bearing the "Chigo"
and "Eurokool"  brand names in North,  South and Central  America,  and parts of
Europe,  except that  distribution is permitted only under the "Eurokool"  brand
name in  countries  or regions  where  sales of "Chigo"  branded  products  have
already taken place.  ICT  Technologies'  distribution  agreement  with Richvast
covers  the  period  through  August  2007.  Pursuant  to  this  agreement,  ICT
Technologies  is  entitled  to  distribute  Richvast  products  worldwide.   ICT
Technologies  has an  exclusive  right  to  distribute  specific  models  of air
conditioners in Europe,  manufactured by Richvast,  bearing the "Eurokool" brand
name.

Motorcycles Segment

We have an agreement with Giantco, Limited of Hong Kong, PRC ("Giantco") for the
worldwide  distribution  through March 1, 2007 of  motorcycles  manufactured  by
Giantco and bearing the  "Eurospeed"  brand.  As of June 30,  2004,  we have not
generated any revenue and have samples of these  motorcycles  in inventory.

The  Company's  distribution  agreements  for durable  goods  (including  mobile
telephones) include  requirements that ICT Technologies order minimum quantities
of products.  These minimum order  requirements have not been satisfied to date,
and  although the relevant  suppliers  have agreed  verbally not to enforce such
requirements  based on past order  shortfalls (in some cases,  in recognition of
the  fact  that  regulatory  approvals  have  not  been  obtained),  there is no
assurance  that these  suppliers  will not seek to enforce the minimum  purchase
requirements in the future.  These minimum  quantities are substantial,  and ICT
Technologies  does not  currently  have the  financial  resources to satisfy the
minimum ordering  requirements to which ICT  Technologies is subject.  Moreover,
ICT Technologies'  distribution  agreements generally do not establish any price
at which  the  goods to be  supplied  thereunder  are to be  purchased,  and the
Company must negotiate  prices for each shipment of goods it orders.

Results of  Operations  for the three months ended June 30, 2003, as compared to
the three months  ended June 30, 2004.  Revenues for the three months ended June
30, 2004 consist of long distance telephone service and prepaid telephone cards.

                             ICT TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   UNAUDITED
                                              For the three months ended
                                             June 30, 2004   June 30, 2003


Revenue
Commissions and other                      $ 9,875   46.5%   $   465    .7%
Prepaid telephone cards                     11,366   53.5%    64,295  99.3%

                                          --------  ----    -------   ----
Total revenues                              21,241   100.0%   64,760  100.0%

Cost of goods sold                           4,944    23.3%   13,592   21.0%
                                          -------- -------     -----  ----
Gross profit                                16,297    76.7%   51,168   79.0%

Operating Expenses

Selling, general and administrative         286,495  1,348%  369,223  570.1%
Depreciation                                  3,858   18.2%    3,878    6.0%
                                            ------- -------  -------  -----
Total operating Expenses                    290,353  1,366.2%373,101  576.1%

Net Income (loss) from operations          (274,056)(1,290%)(321,937)(497.1%)

Other income and expenses

Interest income                                   0                2
Interest expense                                  0                0
                                            --------          -------
Total other income (expenses)                     0                2

                         (Loss)         $( 274,056) (1,290)% $(321,935) (497.1%)

For the three  months ended June 30, 2004,  the Company  generated  net sales of
$21,241 as compared to $64,760 for the three months ended June 30, 2003. For the
three months ended June 30, 2004,  revenues consisted of $9,875 in commissions &
other income and $11,366 in prepaid  telephone  cards and internet CD's. For the
three months ended June 30, 2003,  revenues consisted of $465 in commissions and
$64,295 in prepaid telephone cards.

As of June 30, 2004,  service costs for the prepaid  telephone calling cards and
CD's were $4,944 or 23.3% of revenue. As of June 30, 2003, service costs for the
prepaid telephone calling cards and prepaid internet cards were $13,592 or 21.0%
of revenue.

Our gross profit for all categories for the three months ended June 30, 2004 was
$16,297 or 76.7% of sales.  Our gross  profit for all  categories  for the three
months ended June 30, 2003 was $51,168 or 79.0% of sales.

The Company's selling, general and administrative costs aggregated approximately
$286,495 for the three  months ended June 30, 2004,  as compared to $369,223 for
the three months ended June 30, 2003,  representing an decrease of $82,728.  The
aggregate of $286,495  consists of the following:  professional fees of $45,846;
office expenses of $3,779, payroll of $197,865, insurances of $13,745 and travel
and  entertainment  of  $54,278.  The  aggregate  of  $369,223  consists  of the
following:  professional fees of $52,085; office expenses of $5,174, advertising
of  $95,475,  payroll  of  $123,635,   insurances  of  $41,095  and  travel  and
entertainment of $24,641.

Liquidity and Capital Resources

Net cash used by operating  activities  was  $226,575 for the SECOND  quarter of
2004,  as compared to net cash used by operating  activities of $480,061 for the
SECOND quarter of 2003. This amount of $226,575 includes,  amongst other things,
cash being used by a net loss from  operations  of  $(274,056),  an  increase in
inventory  of  $6,209,  a  reduction  in  accounts  receivable  of $9,975 a bank
overdraft  balance of  $89,846,  an  increase  in  accounts  payable and accrued
expenses of $45,941, a decrease in customer deposits of $51,176,  and a decrease
in deferred income of $9,967.

Net cash used by investing  activities  for the three months ended June 30, 2004
was the result of capital expenditures of $934.

Net cash provided by financing activities was $225,733 for the SECOND quarter of
2004 as compared to net cash  provided by financing  activities  of $479,743 for
the SECOND  quarter  of 2003.  During  the  SECOND  quarter of 2003,  we reduced
officer  loans  payable by $104,788,  and received net proceeds of $114,000 from
private sales of our common stock. During the same period in 2004, we funded our
operations through an increase in officer loans payable  aggregating $47,525 and
increasing our loans from banks by $384.

Working  capital at June 30, 2004 was  negative at  $1,045,041  as compared to a
negative of $1,004,642 at March 31, 2004.

The Company's  cash balance at June 30, 2004 and currently is inadequate to meet
ICT  Technologies'  needs  for any  appreciable  period  of time.  Although  ICT
Technologies'  operations  are using cash rather than  producing  positive  cash
flow,  management  believes that it will  eventually be able to fund the Company
through the Company's  reorganization  process by  increasing  revenues from the
sale  of  mobile  telephones,   long  distance   telephone   service,   and  air
conditioners.  We also expect to  experience  an  increase in revenues  from the
sales of our other  products:  motorcycles.  We believe  that  shipments  of air
conditioners,  motorcycles  and  telephones  will take  place  during the FOURTH
quarter of 2004 and that cash will be generated to fund subsequent shipments. It
will be necessary for the Company to obtain additional  financing  arrangements,
and in certain cases to obtain additional  regulatory  approvals,  to expand its
distribution activities.

Until positive cash flow can be generated,  ICT Technologies  will have to raise
additional capital to meet its routine operating expenses. There is no assurance
that such financing will be available to ICT Technologies on terms  satisfactory
to it or on any  terms  at  all.  Messrs.  Koutsobinas  and  Shainberg  have  no
obligation  to  make  any  further  investment  in  ICT  Technologies.   If  ICT
Technologies  raises  additional  capital at this time  through the  issuance of
additional equity,  the current  shareholders of ICT Technologies may experience
substantial dilution.

Item 3. Controls and Procedures

As of a date within 90 days before the filing date of this quarterly  report, an
evaluation  was performed  under the  supervision of Vasilios  Koutsobinas,  the
Company's chief executive  officer,  and Andrew  Eracleous,  the Company's chief
financial  officer,  of the  effectiveness  of the design and  operation  of the
Company's disclosure controls and procedures.  Messrs. Koutsobinas and Eracleous
recognized  that any controls and  procedures,  no matter how well  designed and
operated,  can provide  only  reasonable  assurances  of  achieving  the desired
control objectives and they necessarily were required to exercise their judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
Based on that evaluation,  the Company's management,  including the CEO and CFO,
concluded that the Company did not have in place  controls and other  procedures
that are designed to provide reasonable  assurance that information  required to
be disclosed by ICT  Technologies  in the reports that it files or submits under
the Se curities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the SEC's rules and forms.  In
response to this assessment the Company hired a new controller who is attempting
to implement such controls and procedures.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive officers and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company has no pending  litigation that would have a material adverse affect
on the Company's operations.

Item 2. Changes in Securities

54,500 in unregistered  shares of the Company's  common stock were subscribed to
in a private  placement.  These  securities  were  offered in  reliance  upon an
exemption  from  registration  pursuant to Section 4(2) of the Securities Act of
1933 and Rule 506 thereunder as a transaction not involving any public offering.
No  broker/dealers  were involved in the sale and no commissions  were paid. The
purchasers  of such  shares  were  sophisticated  and  had  access  to  adequate
information about the Company.

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

(a) Exhibits

99.1 Chief Executive Officers  Certification of Financial Statements Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

99.2 Chief Financial Officers  Certification of Financial Statements Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

(b) Reports on Form 8-K

None.


SIGNATURES

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

Date: August 16, 2004
ICT Technologies, Inc.
                                         /s/ Vasilios Koutsobinas
                                      -----------------------------------------
                                             Vasilios Koutsobinas
                                             Chief Executive Officer



                                        /s/ Andrew Eracleous
                                      -----------------------------------------
                                            Andrew Eracleous
                                             Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                 CERTIFICATIONS

I, Vasilios Koutsobinas, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of ICT  Technologies,
Inc.;

2.Based on my  knowledge,  this  quarterly  report  does not  contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.Based  on  my  knowledge,  the  financial  statements,   and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The  registrant's  other  certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within  thos  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5.The registrant's other certifying officers and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) All significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

August 16, 2004

   /s/ Vasilios Koutsobinas
----------------------------------
     Vasilios Koutsobinas
     Chief Executive Officer



I, Andrew Eracleous, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of ICT  Technologies,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.Based  on  my  knowledge,  the  financial  statements,   and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The  registrant's  other  certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5.The registrant's other certifying officers and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) All significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internalcontrols; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

August 16, 2004

/s/ Andrew Eracleous
 ----------------------------------
    Andrew Eracleous
   Chief Financial Officer



Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ICT Technologies,  Inc. (the Company)
on Form 10-QSB for the period ending June 30, 2004 as filed with the  Securities
and Exchange Commission on the date hereof (the Report),I, Vasilios Koutsobinas,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 and
to the best of my knowledge and belief, that:

(1) The Report fully complies with the  requirements of section 13 (a) or 15 (d)
of the Securities Exchange Act of 1934 (16 U.S.C. 78m or 78o(d)); and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.

/s/ Vasilios Koutsobinas
___________________________

Vasilios Koutsobinas
Chief Executive Officer


August 16, 2004

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ICT Technologies,  Inc. (the Company)
on Form 10-QSB for the period ending June 30, 2004 as filed with the  Securities
and Exchange  Commission on the date hereof (the  Report),I,  Andrew  Eracleous,
Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 and
to the best of my knowledge and belief, that:

(1) The Report fully complies with the  requirements of section 13 (a) or 15 (d)
of the Securities Exchange Act of 1934 (16 U.S.C. 78m or 78o(d)); and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


/s/ Andrew Eracleous
_______________________

Andrew Eracleous
Chief Financial Officer


August 16, 2004