Document/Exhibit Description Pages Size
1: 10QSB Quarterly Report -- Small Business 24± 81K
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 six months period ended September 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from January 1, to September 30, 2006
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 13-4070586
ICT Technologies, Inc.
181 Westchester Avenue, Port Chester, NY 10573
(914) 937-3900
(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, 96,427,384 shares outstanding as of
September 30, 2006 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 nine months ended September 30, 2006 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, 2005 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
INDEX TO FINANCIAL STATEMENTS
Part I - Financial Information
Page
Item 1 - Financial Statements
Consolidated Balance Sheets as of September 30, 2006 (unaudited)
and December 31, 2005 F-2
Consolidated Statements of Operations for the nine months
ended September 30, 2006 and twelve months ended December 31, 2005 F-3
Consolidated Statements of Operations for the nine months ended
September 30, 2006 and 2005 (unaudited) F-4
Consolidated Statements of Stockholders' Equity for the nine
months ended September 30, 2006 (unaudited) F-5
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2006 and 2005 (unaudited) F-6
Notes to Financial Statements F-7 - F-16
ITEM 1 - Consolidated financial statements
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, 2006 December 31, 2005
ASSETS (Unaudited) (Audited)
CURRENT ASSETS
Cash in bank $ 173,641 $ -
Accounts receivable, less allowance -
for doubtful accounts of $ 30,057 30,058 $ 30,058
Promotional inventory 99,028 31,136
Accounts receivable - Others 1,929
Subscriptions receivable 24,150 -
Total current assets 328,806 61,194
PROPERTY AND EQUIPMENT, net 1,279 -
Other Asset
Deposit - factory order 17,985 -
TOTAL ASSETS $ 348,070 $ 61,194
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ - $ 34,356
Bank lines of credit 254,826 254,826
Accounts payable and accrued expenses 84,996 122,106
Payroll taxes and withholdings 448,986 475,812
Customer deposit 54,960 54,960
Loans payable to related parties 1,774,722 1,758,366
Total current liabilities $ 2,618,490 $ 2,700,426
Total liabilities $ 2,618,490 $ 2,700,426
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.001 par value; authorized
10,000,000 shares, issued and outstanding
0 shares
Common stock, $.001 par value; authorized
200,000,000 shares, issued and outstanding
96,427,384 shares 96,428 86,655
Additional paid-in capital 3,155,249 2,700,039
Common stock subscribed
483,000 shares 23,667
Retained earnings (deficit) (5,545,764) (5,425,926)
Total stockholders' equity
(deficiency) (2,270,420) (2,639,232)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 348,070 $ 61,194
The accompanying notes are an integral part of this statement.
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the 9 months For the 12 months
ended September 30, 2006 December 31, 2005
(Unaudited) (Audited)
Revenue:
Commissions & other $ - $ -
Total revenue - -
Cost and expenses:
Cost of sales
Selling, general and administrative 84,664 67,643
Depreciation - 1,944
Total costs and expenses 84,664 69,587
Net income(loss) from operations ( 84,664) ( 69,587)
Interest expense 35,174 24,750
Net income(loss) ( 119,838) ( 94,337)
Basic earnings (loss) per common share $ (.00) $ (.00)
Weighted average shares outstanding, basic 96,427,384 86,552,634
The accompanying notes are an integral part of these statements.
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the 9 months For the 9 months
ended Sep. 30, 2006 ended Sep. 30, 2005
(Unaudited) (Unaudited)
Revenue:
Commissions & other $ - $ -
Total revenue - -
Cost and expenses:
Cost of sales
Selling, general and administrative 84,664 22,868
Depreciation - 1,944
Total costs and expenses 84,664 24,812
Net income(loss) from operations ( 84,664) ( 24,812)
Interest expense 35,174 -
Net income(loss) ( 119,838) ( 24,812)
Basic earnings (loss) per common share $ (.00) $ (.00)
Weighted average shares outstanding, basic 96,427,384 86,654,384
The accompanying notes are an integral part of these statements.
[Download Table]
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
(UNAUDITED)
Common Additional Retained
Common Stock Stock Paid-in Earning
Shares Amount Subscribed Capital (Deficit) Total
Balance at
January 1,
2006 86,654,384 $86,655 $ - $ 2,700,039 $(5,425,926)$(2,639,232)
Sales of common
stock 9,290,000 9,290 455,210 464,500
Common stock
subscribed 483,000 483 23,667 24,150
Net loss for the
nine months
ended Sep. 30,
2006 ( 119,838) ( 119,838)
Balance at
Sep. 30, 2006 96,427,384 $96,428 $ 23,667 $ 3,155.249 $(5,545,764)$(2,270,420)
Net loss for the nine months ended September 30, 2006 - $ ( 119,838)
The accompanying notes are an integral part of this statement.
ICT TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended
Sep. 30, 2006 Sep. 30, 2005
(Unaudited) (Unaudited)
OPERATING ACTIVITIES
Net income(loss) $ ( 119,838) $ 24,812
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation - 1,944
Changes in operating assets and liabilities:
Overdraft - -
Receivable ( 1,929) -
Subscriptions receivable ( 24.150)
Inventory ( 67,892) -
Deposit - factory order ( 17,985) -
Accounts payable and accrued expenses ( 37,110) ( 28,332)
Payroll taxes and withholdings ( 26,826) ( 3,234)
Cash (used) by operating activities ( 175,892) ( 29,622)
INVESTING ACTIVITIES
Capital expenditures ( 1,279) -
Net cash (used/provided)in investing
activities - ( 1,279) -
FINANCING ACTIVITIES
Proceeds from sale of common stock 487,004 -
Loans payable to related parties ( 16,354)
Cash (provided) by financing activities 470,650 -
NET (DECREASE) IN CASH 173,641 ( 4,810)
CASH BALANCE BEGINNING OF PERIOD - ( 29,483)
CASH BALANCE END OF PERIOD $ 173,641 $ ( 34,293)
The accompanying notes are an integral part of these statements
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
September 30, 2006
(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"), is located in
Port Chester, New York. The Company is a distributor for products and
services in the telecommunications and consumer durables sectors.
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 2006. As of September 30,
2006, 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, 2006, the Company
had net losses from operations of $119,838. The Company is in a negative
working capital position of $5,545,764 at September 30,2006 and is deficient
in the payment of payroll taxes by several quarters aggregating $448,986,
representing the net principal amount of the payroll tax liability and
estimated penalties and interest after installment payments to the U.S.
Treasury and New York State Dept. of Taxation.
We owe the U.S. Treasury the amount of $352,987, and the New York Dept. of
Taxation in the amount of $70,159 representing unpaid payroll and
unemployment taxes as of September 30, 2006. These taxes are subject to the
collection powers of the governments that had commenced that resulted to
liens and levies against our bank accounts. We also owe The New York
Insurance Fund the amount of $25,840 for our required contribution and
penalties to Worker's Compensation and Disability Insurance. Altogether,
we owe the amount of $448,986 to the goverments and its subdivisions on
September 30, 2006.
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, 2006, management has provided additional
funding to the Company totaling $1,774,722 in the form of loans from
and bank loans totaling $254,826. The ultimate success of the Company is
dependent upon management's ability to market and prepaid cellular
telephones 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 such as motorcycles, prepaid cell phones,
plasma TVs and air conditioners. 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. 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, 2006 (unaudited) and December 31, 2005 and the related
consolidated statements of operations and cash flows for the nine months
ending September 30, 2006 (unaudited) and 2005. 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 accounts receivable. There is
no revenue during the nine months of 2006, and the company continues its
efforts in order to secure orders for its products. 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.
Revenue Recognition
There is no revenue for the year ended December 31, 2005, and nine months
ended September 30, 2006.
Promotional Inventory
Inventories include air conditioners, cellular telephones and motorcycles
that 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.
Sources of Supply
The Company purchases air conditioners through two primary suppliers
located in the PRC with agreements secured through our subsidiaries,
Europhone, Inc. and Eurokool, Inc. 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.
Property and Equipment
The 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 September 30, 2006 and December 31, 2005:
Sep. 30, 2006 December 31, 2005
Furniture and fixtures $ 1,929 $ 1,944
Accumulated depreciation - ( 1,944)
Property and equipment, net $ 1,929 -
Depreciation expense was $1,944 in December 31, 2005 and $ 0 for the nine
months ended September 30, 2006.
Impairment of Long-Lived Assets - None
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 revalued the carrying value of goodwill and has
written off the total assets in prior quarters. As of September 30, 2006,
the Company has no Goodwill in the books.
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 - none
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.
At September 30, 2006, the deferred income tax asset consisted of:
Net operating loss carryforward $ 1,545,306
Valuation allowance (1,545,306)
Deferred tax asset $ -
Based on management's present assessment, the Company has not yet
determined it to be more likely than not that a deferred tax asset of
$1,545,306 attributable to the future utilization of the net operating loss
carryforward of $3,883,509 will be realized. Accordingly, the Company has
provided a 100% allowance against the deferred tax asset in the financial
statements. The Company will continue to review this valuation allowance
and make adjustments as appropriate. The net operating loss carryforward
expires $49,162 in 2020; $55,431 in 2021,$1,115,296 in 2022, $1,734,552 in
2023, $834,731 in 2024, and $94,337 in 2025.
Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.
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.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expenses included
in selling, general and administrative expenses for the three months ended
June 30, 2006 were $0.
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, 2006 and December 31, 2005. 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.
Litigations
Virtual Resources, LLC and Dennis C. Hayes filed a lawsuit against ICT
Technologies, Inc., Messrs. Vasilios Koutsobinas, CEO and Andrew
Eracleous, CFO with the Supreme Court of the State of New York, County
of New York on June 13, 2006 that alleges, among other things, breach
of contract under Management Consulting Services; non-payment of
consulting fees of $7,000 and compensatory damages of $62,000; various
stock options equivalent to $192,000 plus compensatory damages in the sum
of $130,500 due devaluation of the 90,000 shares of ICTT stock to which
Plaintiff is entitled, and exemplary and punitive damages of $5,000,000.
The original consulting services contract was executed between Plaintiff
and Joshua Shainberg, President and CEO dated December 9, 2004, who the
latter mis-represented himself as CEO. Records and minutes of meeting
disclosed no approval by the Board of Directors to authorize Joshua
Shainberg as President and CEO to negotiate contract in behalf of the
company. The management believes that the lawsuit has no merit and will
therefore vigorously defend itself against the lawsuit.
Crossroad Management, LLC filed a suit against our subsidiary, Europhone
USA, Inc. in the Municipal Court of Elmsford, New York for unpaid rent,
interest and real estate tax escalations in 2004 in the amount of $56,347
which amount is included in the accounts payable and accrued expenses in
the consolidated balance sheet as of December 31, 2005. ICT is responsible
for the liability of its subsidiary company. The Company has not entered
into any settlement agreement in 2005 due to unavailability of funds.
There are no other material legal proceedings pending or,to its knowledge,
threatened against ICT Technologies.
4. Stockholder's Equity
Common Stock
We sold 9,290,000 shares of common stock between July and September 2006.
Additional 483,000 shares were subscribed that we expect payment in
October and November 2006.
5. Bank Line of Credit
On May 31, 2001, Europhone USA, Inc. 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, 2006, the balance due was $254,826. The line of credit has the
personal guarantee of Mr. Koutsobinas.
6. Leases
The Company subleases 4,000 sq feet of office space from Olympic Telecom Inc.
at 181 Westchester Avenue, Port Chester, NY. The lease started on
February 1, 2005 at the annual rent of $28,200 escalating 3% each year and
expires on January 31, 2009. The lease was amended for additional space that
that provides for monthly rents ranging from $ 3,360 to $3,886.
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.
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, 2006, the Company has incurred net payroll tax, penalty,
and interest charges totaling $448,986. Management has made arrangements for
installment agreements with the appropriate taxing authorities.
9. Related Party Transactions
As of September 30, 2006 the Company is obligated to repay monies advanced by
officers and directors of the company aggregating $1,774,722 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, 2006, 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 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.
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, 2006, and the results of its operations and
changes in its financial position from January 1, 2006 through September 30,
2006 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
The consolidated financial statements and notes included in the Company's
annual report on Form 10-KSB for the year ended December 31, 2005.
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., 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: air conditioners; motorcycles and mobile telephones. We have
organized our distribution business into three segments: telecommunications,
air conditioners, and motorcycles. Our telecommunications business includes
cellular telephones and long distance telephone service.
We have entered into an agreement 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, 2006, 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 Europhone USA, Inc. (Europhone USA) 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, 2004. 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, 2006, we have not generated any
revenue and have promotional inventory of these motorcycles.
Manufacturing and Distribution Agreement
Pursuant to an agreement effective October 18, 2006 between a Chinese
corporation (the "DEM Manufacturer"), a New Jersey corporation (the "Worldwide
Importer and Distributor"), and Eurospeed (the USA Distributor), Eurospeed
was appointed exclusive distributor in North America of motorcyles and other
transportation vehicles manufactured and sold by the Manufacturer and the
Importer under trade names "EuroSpeed" and EuroStrada." The term of the
agreement is five years from October 18, 2006 to October 17, 2011. The
agreement is automatically renewed for an additional five years to October 17,
2016 unless either party gives 90 days prior written notice at the end of
any two year period. If Eurospeed purchases less than the minimum purchase
quantities (25,000 units in year 1), 30,000 units in year 2, and an amount to
be determined in year 3), Manufacturer and Importer have the right to terminate
the agreement.
Exclusive Distribution Agreement
We signed a wrap-around agreement dated May 19, 2006 whereby we appointed
Eurospeed USA, Inc., a Connecticut corporation ("Distributor") as an
Exclusive Distributor in North America and Israel of motorcycles and other
transportation vehicles under the trade names "EuroSpeed" and "EuroStrada"
based from foregoing manufacturing agreement. The term of the agreement is five
years from May 19, 2006 to May 18, 2011. The agreement is automatically renewed
for an additional five years to May 18, 2016 unless either party gives 90 days
prior written notice of election to terminate the agreement. If the
Distributor purchases less than the minimum purchase quantities (25,000 vehicles
in the first 18 months, 30,000 vehicles in the second year, and 50,000 vehicles
in the third), Eurospeed has the right to terminate the agreement.
We authorized the Distributor the use of "Eurospeed" name and trademark. Its
President and Chief Operating Officer is Michael P. Healey, whose family has
been in the automotive dealership business in Ansonia, Connecticut for 57 years.
He has served for over 20 years on Ford Motor Company's Dealer Advertising Board
for the New York Region as well as being elected to serve for five years on Ford
National Dealer Council.
Subsequent Events
(a) Sales of common stock - From July 2006 to September 2006, ICTT sold a total
of 9,773,000 restricted shares of ICTT common stock to 14 investors at a
price of $0.05 per share and received gross proceeds of $488,650.
(b) Standby Letter of Credit - On November 2, 2006, Eurospeed received a
$250,000 irrevocable standby letter of credit from a bank. The letter
of credit expires on November 2, 2007 and is expected to be used by
Eurospeed to finance the purchase of motorcycles and other transportation
vehicles.
(c) Purchase order - We received a purchase order from Distributor of 1,100
motorcycles in the amount $1,440,000. The DEM Manufacturer had already
shipped the motorcycles to our New Jersey warehouse, and are being
prepared and labeled for shipments to the Distributor's dealers across
the United States.
(d) Motorcyles sales to Europe - In August 2006, we remitted $17,895 to Yamati
Manufacturing in China as a deposit for 332 motorcycles for delivery to a
customer in Greece. We were informed that six 40 feet containers were
loaded onboard MSC Beijing under onboard bill of lading number
WBL06EURO192 enroute to Piraeus, Greece. Subsequently, we will generate a
sales invoice for approximately $161,000 upon receipt of the buyer.
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 loans payable to related
parties aggregating to $1,822,341 as of June 30, 2006. 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 the marketplace.
Critical Accounting Policies and Estimates
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 cellular telephones.
Telecommunications Segment
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, 2006, 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, 2006, 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, 2006, as
compared to the three months ended September 30, 2005.
ICT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the 3 months For the 3 months
ended Sep. 30, 2006 ended Sep. 30, 2005
(Unaudited) (Unaudited)
Revenue:
Commissions & other $ - $ -
Total revenue - -
Cost and expenses:
Cost of sales
Selling, general and administrative 57,922 ( 14,631)
Depreciation - -
Total costs and expenses 57,922 ( 14,631)
Net income(loss) from operations ( 57,922) 14,631
Interest expense 11,833 -
Net income (loss) ( 69,755) 14,631
Basic earnings (loss) per common share $ (.00) $ .00
Weighted average shares outstanding, basic 96,427,384 86,654,384
The accompanying notes are an integral part of these statements.
For the three months ended September 30, 2006 and three months ended
September 30, 2005 the Company has no revenue. The Company's selling, general
and administrative expenses for the three months ended September 30, 2005 was
$(14,631) as compared to $57,922 for the three months ended September 30,
2006 representing an increase of $72,553. The net aggregate of $ 14,631
reduction of general and administrative costs in 2005 consist of excess accrual
of salaries and wages and adjustment of payroll taxes. The aggregate amount
of $57,922 of general and administrative expenses for three months ended
September 30, 2006 consists of the following: accounting fee of $ 10,000; legal
fees of $ 11,600; rent of $ 11,485; travel and entertainment of $8,732;
telephone of $997; website maintenance of $1,550; contribution of $1,100;
TVs and cellular telephone samples of $4,630; stock transfer fees of $ 5,052;
dues & subscription of $ 1,917; office expense of $759 and bank charges of
$100.
We expect to experience an increase in revenues from the sales of our other
products such as motorcycles. We believe that shipments of products will take
place during the fourth quarter of 2006 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. Mr. Koutsobinas has 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.
Control 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.
Disclosure controls and 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 Proceeding
On June 13, 2006, a legal action was commenced against ICTT and certain of its
officers by an alleged former consultant to the Company. The complaint alleges
non-payment of consulting fees and seeks compensatory damages of $192,500 and
exemplary and punitive damages of $5,000,000. The company believes that the
action has no merit and that the outcome will not have a material adverse
effect on the Company's financial position, results of operations, or cash
flows.
Item 2. Changes in Securities
None
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.
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: November 14, 2006
ICT Technologies, Inc.
/s/ Vasilios Koutsobinas
Vasilios Koutsobinas
Chief Executive Officer
/s/ Andrew Eracleous
Andrew Eracleous
Chief Financial 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 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 internal controls;
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.
/s/ Vasilios Koutsobinas
Vasilios Koutsobinas
Chief Executive Officer
November 14, 2006
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 internal controls;
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.
/s/ Andrew Eracleous
Andrew Eracleous
Chief Financial Officer
November 14, 2006
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 September 30, 2006 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 14, 2006
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 September 30, 2006 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 14, 2006
Dates Referenced Herein and Documents Incorporated By Reference
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