UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

          For the transition period from July 1, to September 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,  86,199,492  shares  outstanding  as of
September 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  September  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 o f 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


                          INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                           Page

Item 1 - Financial Statements

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


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

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

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

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


Notes to Financial Statements                                         F-7 - F-16





                             ICT TECHNOLOGIES, INC.

                           CONSOLIDATED BALANCE SHEET

                                         September  30, 2004  December 31, 2003
                              ASSETS            UNAUDITED

CURRENT ASSETS
Cash and cash equivalents                      $        690       $        8,571
Accounts receivable                                  66,090               96,035
Inventory                                            19,274               83,065

           Total current assets                      86,054              187,671

PROPERTY AND EQUIPMENT, net                          30,277               34,898

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

              Total other assets                          0              113,190

                       TOTAL ASSETS             $   116,331        $     335,759

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Bank overdraft                               $   50,504        $      62,720
    Accounts payable and accrued expenses           178,969              233,188
    Payroll taxes and withholdings                  344,448              312,235
    Customer deposits                                62,420               54,960
    Deferred income                                  33,842                    0
    Bank  lines of credit                           239,625              330,539

            Total current liabilities               909,808              993,642

LONG-TERM LIABILITIES
     Officer loans payable                        1,613,308            1,258,870

             Total Liabilities                    2,523,116            2,252,512

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, authorized 10,000,000 shares $.001 par value
each. At March 31, 2004 and December 31, 2003  there are 0 shares
outstanding
Common stock authorized 200,000,000 shares, $.001 par value
each. At September 30, 2004 and December 31, 2003  there are 86,557,134
and 86,199,492 shares outstanding, respectively      86,557               86,199
Common stock subscribed                               3,906               23,906
Additional paid-in capital                        2,645,356            2,324,889
Retained Earnings (deficit)                     (5,142,604)          (4,351,747)

         Total stockholders' equity (deficit)   (2,406,785)          (1,916,753)

 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY    $     116,331        $     335,759

The accompanying notes are an integral part of these statements.





                                       F-3
                             ICT TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS





                                                   UNAUDITED
                                           For the nine months ended
                                   September  30, 2004      September  30, 2003




Revenue
Commissions & other                          $   18,175     $            60,313
Prepaid telephone cards                          43,810                 104,837

          Total revenues                         61,985                 165,150

Cost of goods sold                               14,208                 106,917



Gross profit                                     47,777                  58,233

Operating Expenses
    Selling, general and administrative          650,646              1,396,526
     Write down of Inventory                      70,000
     Write down of Goodwill                      108,190
    Depreciation                                   9,716                 11,634

          Total operating Expenses               838,552              1,408,160

          Net Income (loss) from operations     (790,775)            (1,349,927)

Other income and expenses
     Interest income                                   0                      2
     Interest expense                                (82)              (21,659)

           Total other income (expenses)             (82)              (21,657)

                  Income (loss)              $  ( 790,857)       $  (1,371,584)


Basic  earnings (loss) per common share    $         (.01)      $         (.02)

Weighted average shares outstanding, basic     86,315,813           85,790,120





The accompanying notes are an integral part of these statements.






                             ICT TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS




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


Revenue
    Commissions & other                         $   1,239         $     40,430
    Prepaid telephone cards                        25,603               24,330

          Total revenues                           26,842               64,760

Cost of goods sold                                  1,320               42,813



Gross profit                                       25,522               21,947

Operating Expenses
    Selling, general and administrative           112,296              340,002
    Write down of Inventory                        70,000
    Write down of Goodwill                        108,190
    Depreciation                                    2,000                3,878

          Total operating Expenses                292,486              343,880

          Net Income (loss) from operations      (266,964)            (321,933)

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

           Total other income (expenses)                0                    2

                  Income (loss)              $  ( 266,964)        $   (321,931)


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

Weighted average shares outstanding, basic      86,369,146           85,790,120





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

Common stock
subscribed     125,000      125  (149,975)    149,850                          0

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

Net loss for the nine months
ended September  30, 2004  ______    ______  ________        (790,857) (790,857)
  (UNAUDITED)

Balance at
Sept 30,2004 86,557,134  $86,557  $ 3,906  $2,645,356  (5,142,604)  $(2,406,785)
(UNAUDITED)









The accompanying notes are an integral part of this statement.





                                      F-12
                             ICT TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            For the nine months ended

                                    September 30, 2004       September 30, 2003
                                            UNAUDITED           UNAUDITED

OPERATING ACTIVITIES
Net (loss)                                    $(790,857)            $(1,371,584)
Adjustments for noncash and nonoperating items:
Depreciation and amortization                     9,716                  11,634
Write down of inventory                          70,000
Write down of Goodwill                          108,190
Changes in operating assets and liabilities:
Receivables                                      29,945                 (36,905)
Inventory                                        (6,209)                 (1,363)
Prepaid expenses and deposits                     5,000                   2,797
Bank overdraft                                  (12,216)                      0
Accounts payable and accrued expenses           (54,219)                156,511
Customer deposits                                 7,460                       0
Deferred income                                  33,842                       0
Payroll taxes and withholdings                   32,213                 156,617

 Cash  (used) by operating activities          (567,135)             (1,082,293)

INVESTING ACTIVITIES
 Capital expenditures                            (5,095)                      0

 Cash used by investing activities               (5,095)                      0

FINANCIAL ACTIVITIES
 Officer loan payable                            354,438                769,393
 Proceeds from common stock subscribed           149,975                      0
 Proceeds from sale of stock                     150,850                145,000
 Bank line of credit                             (90,914)               (77,033)

 Cash provided by financing activities           564,349                837,360

NET  (DECREASE) IN CASH                           (7,881)              (244,933)

    CASH BALANCE BEGINNING OF PERIOD               8,571                267,735

    CASH BALANCE END OF PERIOD                   $   690             $   22,802

    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

                               September 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 September 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 nine  months  ended  September  30,  2004,  the  Company had net losses from
operations of $823,754,  and negative  operating  cash flows from  operations of
$567,135.  The Company is in a negative  working capital position of $753,754 at
September  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 September 30, 2004,  management has provided  additional
funding to the Company totaling $1,613,308 in the form of officer loans and bank
loans totaling $239,625 and bank overdrafts of $50,504.  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 September 30, 2004  (unaudited)
and December 31, and the related consolidated  statements of operations and cash
flows for the nine months ending  September 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  September  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.  As
of September  30,  2004,  the Company has written off an aggregate of $70,000 in
obsolete prepaid telephone cards and prepaid internet access CD's .

     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 September 30, 2004:

                                        September 30, 2004    December 31, 2003

       Furniture and fixtures                    $19,029              $13,934
       Leasehold improvements                     54,278               54,278
                                                ---------             ---------
                                                  73,307               68,212
       Less - Accumulated depreciation
         and amortization                        (43,030)             (33,314)
                                               ----------            ----------
               Property and equipment, net       $30,277               $34,898
                                                  =====                  =====

F-9

     Depreciation  expense  was $9,716 and  $11,634  for the nine  months  ended
September 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. As of September 30, 2004, the Company has written
off the balance of Goodwill aggregating $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 nine  months  ended
September 30, 2004 and 2003, were approximately $49,452 and $34,274.

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
September 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 nine months
ended September 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.

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 September
30,  2004,  the balance due was  $239,625.  The line of credit has the  personal
guarantee of Mr.  Koutsobinas.  Also as of September 30, 2004, the Company had a
bank overdraft of $50,504.

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 September 30,
2004 are as follows:

      2004                 $88,992
      2005                 $91,662
      2006                 $94,411

     Rent expense  including  common area  charges  under  operating  leases was
$68,534  and  $62,485 for the nine  months  ended  September  30, 2004 and 2003,
respectively.  Obligations  under  capital  leases  are not  significant.  As of
September  30,  2004,  the  Company is in 5 months in arrears for the payment of
rent aggregating $34,160.

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                     $ 1,748,853
    Valuation allowance                                  ( 1,748,853)
                                                        ---------------
Net deferred income tax assets                           $    0
                                                            =======

     At December  31,  2003,  the Company has federal and state  income tax loss
carryforwards of approximately  $5,142,604 which expire through 2020, subject to
the  limitations  of the IRC Section  382.  The Company has provided a valuation
allowance  of  $5,142,604  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 September 30, 2004,  the Company has incurred  payroll tax,  penalty,
and interest charges totaling  $344,448.  Management is in the process of making
arrangements for installment agreements with the appropriate tax authorities.


9. Related Party Transactions

     As of September 30, 2004 the Company is obligated to repay moneys  advanced
by officers and directors of the company aggregating  $1,613,308 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  September  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 nine months ended September
30, 2004 and 2003.
                                      September 30,         September 30,
                                           2004                   2003

  Commissions & other                    18,175                     60,313
  Prepaid telephone cards                43,810                    104,837
                                        ---------                 ---------
      Total revenues                    $ 61,985                  $165,150


     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 September 30, 2004,  and the results of its  operations and changes in its
financial  position from July 1, 2004,  through  September  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.



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 September 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 September 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 September  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  September  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 $1,613,308 as of September 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  September  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 $33,842 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  September  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
September 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 September 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 September 30, 2003,
as compared to the three months  ended September 30, 2004.  Revenues
for the three months ended September 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
                      September 30, 2004 September 30, 2003


Revenue
Commissions and other                $ 1,239    4.6%   $40,430   62.4%
Prepaid telephone cards               25,603   95.4%    24,330   37.6%

                                   --------    ----    -------    ---
Total revenues                        26,842  100.0%   64,760    100.0%

Cost of goods sold                     1,320    4.9%   42,813     66.1%
                                    -------- -------   -----     -----
Gross profit                          25,522   95.1%   21,947     33.9%

Operating Expenses

Selling, general and administrative  112,296  418.4%   340,002   525.0%
Write down of inventory               70,000  260.7%
Write down of Goodwill               108,190  403.1%
Depreciation                           2,000    7.5%     3,878     6.0%
                                     ------- -------  -------     -----
Total operating Expenses             292,486  1089.7%  343,880    531.0%

Net Income (loss) from operations   (266,964)(994.6%) (321,933)  (497.1%)

Other income and expenses

Interest income                          0                2
Interest expense                         0                0
                                   --------          -------
Total other income (expenses)            0                2
(Loss)                             $(266,964)(994.6)% $(321,931)  (497.1%)

     For the three months ended  September 30, 2004,  the Company  generated net
sales of $26,842 as compared to $64,760 for the three months ended September 30,
2003.  For the three months ended  September  30,  2004,  revenues  consisted of
$1,239 in commissions & other income and $25,603 in prepaid  telephone cards and
internet CD's. For the three months ended September 30, 2003, revenues consisted
of $40,430 in commissions and $24,330 in prepaid telephone cards.

     As of September 30, 2004,  service costs for the prepaid  telephone calling
cards and CD's were $1,320 or 4.6% of revenue. As of September 30, 2003, service
costs for the prepaid  telephone  calling cards and prepaid  internet cards were
$42,813 or 66.1% of revenue.

     Our gross profit for all  categories  for the three months ended  September
30, 2004 was $25,522 or 95.1% of sales.  Our gross profit for all categories for
the three months ended September 30, 2003 was $21,947 or 33.9% of sales.

     The  Company's  selling,   general  and  administrative   costs  aggregated
Approximately  $112,296  for the three  months  ended  September  30,  2004,  as
compared to $340,002 for the three months ended September 30, 2003, representing
an decrease of $227,706.  The aggregate of $340,002  consists of the  following:
professional  fees of $62,085;  office expenses of $5,829,  payroll of $205,485,
insurances of $11,475 and travel and entertainment of $41,745.  The aggregate of
$112,296 consists of the following: professional fees of $6,000; office expenses
of $2,485, advertising of $25,769, payroll of $41,087, insurances of $12,745 and
travel and entertainment of $11,768.

Liquidity and Capital Resources

     Net cash used by operating activities was $286,715 for the third quarter of
2004,  as compared to net cash used by operating  activities of $326,785 for the
third quarter of 2003. This amount of $286,715  includes,  amongst other things,
cash being used by a net loss from  operations  of  $(88,774),  an  decrease  in
inventory of $2,253, a decrease in bank overdraft balance of $39,342, a decrease
in accounts  payable and accrued  expenses of  $102,996,  a decrease in customer
deposits of $7,460, and a decrease in deferred income of $18,000.

     Net cash used by investing  activities for the three months ended September
30, 2004 was the result of capital expenditures of $3,944.

     Net cash  provided  by  financing  activities  was  $290,707  for the third
quarter of 2004 as compared  to net cash  provided by  financing  activities  of
$348,405 for the third  quarter of 2003.  During the third  quarter of 2003,  we
increased  officer  loans  payable by  $324,945,  and  received  net proceeds of
$26,000 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 $326,871 and decreased our loans from banks by $91,298.
Working  capital at September 30, 2004 was  negative at  $823,754  as
compared to a negative of $1,045,041 at June 30, 2004.

     The  Company's  cash  balance  at  September  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.


November 22, 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
unctions):

     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.

November 22, 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/A for the period ending September 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


November 22, 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/A for the period ending September 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


November 22, 2004,