**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB/A**


Amendment
      No. 1





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934**For
                the quarterly period ended March 31,
                2008**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACTFor
                the transition period from _____ to
                _____





Commission
      file number 0-25417





**ICC
      WORLDWIDE, INC.**


(Exact
      Name of Small Business Issuer as Specified in its Charter)





DELAWARE
            
            11-3571993(State
                or other jurisdiction of incorporation or
              organization)
            
            (I.R.S.
                Employer Identification No.)





**3334
      E. Coast Hwy #424 Corona del Mar, CA 92625**


(Address
      of principal executive offices)





**949/200-7569**


(Issuer's
      Telephone Number)





N/A


(Former
      Name, Former Address and Former Fiscal Year,


if
      Changed Since Last Report)





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No x





Our
      Company had 200,120,434 shares of common stock outstanding as of May 7,
      2008.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):


Yes o No x





Statement
      Regarding This Amendment





On
      August
      19, 2008 the management of ICC Worldwide, Inc. (the “Company”) determined that
      the Company’s previously issued financial statements for the quarters ended
      December 31, 2007 and March 31, 2008 should no longer be relied upon and should
      be restated. The Company is therefore filing this Form 10-QSB/A which includes
      restated interim financial statements as of and for the three and six months
      ended March 31, 2008 in order to correctly record part of the accretion related
      to the issuance of the Series C preferred stock in the financial statements
      in
      the Form 10-QSB report for the quarter ended March 31, 2008. The accretion
      adjustment was correctly recorded in the financial statements in the Form 10-QSB
      report for the three and nine months ended June 30, 2008.





The
      correction has resulted in an increase in additional paid in capital at March
      31, 2008 and an increase in interest expense for the three months and six months
      ended March 31, 2008.





The
      correction has no cash effect and does not affect the total assets, total
      liabilities, or the total equity of those respective periods.





On
      September 30, 2007, the holders of the Company’s Series B preferred stock
      exchanged their Series B preferred stock for a new Series C preferred stock
      of
      the Company which contained a mandatory redemption requirement on October1,
      2012. In December 2008, the Company sold additional Series C preferred stock
      to
      two investors.





The
      issuance of the Series C preferred stock was accounted for as a liability in
      accordance with SFAS No. 150, *“Accounting
      For Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity”* (“SFAS
      150”). EITF D-98 *“Classification
      and Measurement of Redeemable Securities”* (“EITF
      D-98) requires that the difference between the carrying amount of the preferred
      stock and the mandatory redemption value be accreted (i.e. increased) over
      time
      in order that the carrying value of the preferred stock equal its mandatory
      redemption value at the mandatory redemption date. Accordingly, for the three
      months and six months ended March 31, 2008 $253,922 and $507,844, respectively,
      were properly accreted to the carrying value of the preferred stock in
      accordance with EITF D-98.





In
      the
      Company’s financial statements for the three months and six months ended March
      31, 2008 filed with the Company’s Quarterly Reports on Form 10-QSB for the three
      months and six months ended March 31, 2008, the offset to the accretion to
      the
      preferred stock was charged to additional paid in capital. SFAS 150 requires
      the
      charge be made to interest expense for the appropriate period.







INDEX




PART
                1 - FINANCIAL INFORMATIONItem
                1: Financial Statements
            
            3Condensed
                consolidated balance sheet as of March 31, 2008
                (unaudited)
            
            3Condensed
                consolidated statements of operations and other comprehensive loss
                for the
                three months and six months ended March 31, 2008 and 2007
                (unaudited)
            
            4Condensed
                consolidated statements of cash flows for the six months ended March
                31,
                2008 and 2007 (unaudited)
            
            5Notes
                to condensed consolidated financial statements as of March 31, 2008
                and
                2007 (unaudited)
            
            6Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            
            11Item
                3. Controls and Procedures
            
            15PART
                2 - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            16Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            16Item
                3. Defaults Upon Senior Securities
            
            16Item
                4. Submission of Matters to a Vote of Security Holders
            
            16Item
                5. Other Information
            
            16Item
                6. Exhibits
            
            16Signatures
            
            16


2





**PART I
      - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**MARCH
      31, 2008**


**(UNAUDITED)**


(**Restated)**ASSETSCurrent
                  assets:Cash
              
              $
              144,426Note
                  Receivable
              
              
              31,600Inventory
              
              
              137,567Deposits
                  and other current assets
              
              
              281,658Total
                  current assets
              
              
              595,251Furniture
                  & fixtures
              
              
              202,466Office
                  and store equipment
              
              
              371,074Less
                  accumulated depreciation
              
              
              (76,907
              )Net
                  fixed assets
              
              
              496,633Intangible
                  assets - net
              
              
              329,670Deferred
                  financing costs - net
              
              
              106,380Other
                  assets
              
              
              37,624Total
                  assets
              
              $
              1,565,558LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              439,879Accrued
                  interest
              
              
              20,229Capitalized
                  lease obligation - current portion
              
              
              73,417Notes
                  payable
              
              
              112,001Total
                  current liabilities
              
              
              645,526Capitalized
                  lease obligation - long term
              
              
              117,440Preferred
                  stock, $.0001 par value, 30,000,000 shares authorized, 9,609,044
                  Series C
                  issued and outstanding, includes of accretion of $512,184, mandatory
                  redemption on October 1, 2012 at $.60 per share
              
              
              1,194,826Note
                  Payable
              
              
              950,000Total
                  liabilities
              
              
              2,907,792Stockholders'
                  deficit:Common
                  stock, $.0001 par value, 450,000,000 shares authorized, 200,120,434
                  shares
                  issued and outstanding
              
              
              20,013Additional
                  paid-in capital
              
              
              7,760,974Accumulated
                  deficit
              
              
              (9,123,221
              )Total
                  stockholders' deficit
              
              
              (1,342,234
              )Total
                  liabilities and stockholders' deficit
              
              $
              1,565,558





See
      accompanying notes to unaudited condensed consolidated financial
      statements


3





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**AND
      OTHER COMPREHENSIVE LOSS**


**FOR
      THE THREE MONTH AND SIX MONTHS ENDED MARCH 31, 2008 AND
      2007**


**(UNAUDITED)**





Three months ended March 31,
            
            Six months ended March 31,(Restated)
              2008
            
            2007
            
            (Restated)
              2008
            
            2007Revenue
            
            $
            373,468
            
            $
            -
            
            $
            622,651
            
            $
            -Cost
                of goods sold
            
            
            348,719
            
            
            -
            
            
            567,051
            
            
            -Gross
                profit
            
            
            24,749
            
            
            -
            
            
            55,600
            
            
            -General
                and administrative expenses
            
            
            1,050,749
            
            
            27,989
            
            
            1,825,290
            
            
            106,249Loss
                from continuing operations before other expense
            
            
            (1,026,000
            )
            
            (27,989
            )
            
            (1,769,690
            )
            
            (106,249
            )Interest
                expense, net and financing cost
            
            
            (28,924
            )
            
            (507
            )
            
            (34,420
            )
            
            (1,222
            )Accretion
                to preferred stock
            
            
            (253,922
            )
            
            
            
            
            (507,844
            )Loss
                from continuing operations before provision for income
                taxes
            
            
            (1,308,846
            )
            
            (28,496
            )
            
            (2,311,954
            )
            
            (107,471
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Loss
                from continuing operations
            
            
            (1,308,846
            )
            
            (28,496
            )
            
            (2,311,954
            )
            
            (107,471
            )Loss
                from discontinued operations
            
            
            -
            
            
            (17,747
            )
            
            -
            
            
            (21,233
            )Net
                loss
            
            $
            (1,308,846
            )
            $
            (46,243
            )
            $
            (2,311,954
            )
            $
            (128,704
            )Net
                loss per common share, basic and dilutedContinuing
                operations
            
            $
            (0.01
            )
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.00
            )Discontinued
                operations
            
            
            -
            
            
            (0.00
            )
            
            -
            
            
            (0.00
            )$
            (0.01
            )
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.00
            )Weighted
                average shares outstanding, basic and diluted
            
            
            200,120,434
            
            
            153,257,900
            
            
            196,355,530
            
            
            164,035,050Comprehensive
                loss:Net
                loss
            
            $
            (1,308,846
            )
            $
            (46,243
            )
            $
            (2,311,954
            )
            $
            (128,704
            )Foreign
                currency translation loss
            
            
            -
            
            
            (235
            )
            
            -
            
            
            (2,743
            )Comprehensive
                loss
            
            $
            (1,308,846
            )
            $
            (46,478
            )
            $
            (2,311,954
            )
            $
            (131,447
            )





See
      accompanying notes to unaudited condensed consolidated financial
      statements.


4





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED MARCH 31, 2008 AND 2007**


**(UNAUDITED)**




Six Months Ended March 31,(Restated)
              2008
            
            2007Cash
                flows from operating activities:Net
                loss
            
            $
            (2,311,954
            )
            $
            (128,704
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            304,060
            
            
            13,828Accretion
                to preferred stock
            
            
            507,144
            
            
            -Common
                stock and warrants issued for services
            
            
            -
            
            
            5,000Deferred
                compensation
            
            
            -
            
            
            67,960Changes
                in operating assets and liabilities:(Increase)
                decrease inAccounts
                receivable
            
            
            1,070
            
            
            (1,750
            )Inventory
            
            
            (104,670
            )
            
            (6,109
            )Prepaid
                expenses
            
            
            (58,941
            )
            
            (5,119
            )Deposits
                and other current assets
            
            
            (241,426
            )
            
            3,295Increase
                (decrease) inCustomer
                advances
            
            
            -
            
            
            (25,887
            )Contracts
                payable
            
            
            (578,016
            )
            
            -Accounts
                payable and accrued expenses
            
            
            218,705
            
            
            62,495Net
                cash used in operating activities
            
            
            (2,263,328
            )
            
            (14,991
            )Cash
                flows from investing activities:Sale
                of property and equipment
            
            
            7,900
            
            
            -Purchase
                of property and equipment
            
            
            (36,804
            )
            
            -Net
                cash used in investing activities
            
            
            (28,904
            )
            
            -Cash
                flows from financing activities:Proceeds
                from issuance of notes
            
            
            950,000
            
            
            15,000Proceeds
                from issuance of preferred stock
            
            
            151,828
            
            
            -Proceeds
                from issuance of common stock
            
            
            348,172
            
            
            -Payments
                on capitalized lease obligation
            
            
            (12,867
            )
            
            -Payments
                on notes payable
            
            
            (15,000
            )
            
            -Advances
                received from stockholder
            
            
            -
            
            
            2,000Net
                cash provided by financing activities
            
            
            1,422,133
            
            
            17,000Effect
                of exchange rate changes on cash
            
            
            (15,424
            )
            
            (6,229
            )Net
                decrease in cash
            
            
            (885,523
            )
            
            (4,220
            )Cash,
                beginning of period
            
            
            1,029,949
            
            
            25,813Cash,
                end of period
            
            $
            144,426
            
            $
            21,593Non-Cash
                Financial Information:Deferred
                financing costs
            
            $
            106,380





See
      accompanying notes to unaudited condensed consolidated financial
      statements.


5




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE AND SIX MONTHS ENDED MARCH 31, 2008 AND 2007**


**(UNAUDITED)**





**NOTE
      1. ORGANIZATIONAL MATTERS AND NATURE OF THE BUSINESS**





ICC
      Worldwide, Inc. (“we”, “us”, the “Company”, or “ICC Worldwide”) was incorporated
      on March 24, 1999 as a Delaware corporation named Acropolis Acquisition
      Corporation. We changed our name to Torbay Holdings, Inc. on July 14, 1999.
      On
      October 26, 1999, Torbay Acquisition Corporation (“TAC”), a reporting company
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      merged into us. In the merger we issued our common stock to the former
      stockholders of TAC and our common stock automatically became registered under
      the Exchange Act as a result of such transaction. In November, 2007 we changed
      our name to ICC Worldwide, Inc.





From
      inception through June, 2007 the principal business of our Company was the
      development and sale of a computer mouse device and related software. On June
      29, 2007, we transferred to Mr. Thomas Large (a former officer and director
      of
      our Company), 100% of the capital stock of Designer Appliances, Inc. and all
      other assets and liabilities of our Company relating to our Company’s former
      computer mouse and software business, including all intellectual property and
      physical materials, all hardware and software and all rights pertaining thereto.
      The results of operations of the computer mouse and software business have
      been
      presented as discontinued operations in these financial statements.





On
      June
      29, 2007 we changed our business model and sold a controlling interest in our
      Company to The Black Diamond Fund, LLLP, a Minnesota Limited Liability Limited
      Partnership (“Black Diamond”). The purpose of the sale of stock was to raise
      capital for use in conjunction with an acquisition strategy which allows us
      to
      develop our Company by acquiring assets with a history of operating revenues
      in
      markets that provide room for growth.





As
      a
      result of our investigations, we have focused on a strategy which offers certain
      goods and services to the ethnic immigrant worker communities in Italy. These
      goods and services include products in the broad areas of: (1)
      telecommunications, (2) entertainment, (3) ethnic food products, and (4)
      financial services. They are to be delivered by our Company on a wholesale
      basis
      through a network of independently-owned retail stores throughout Italy. In
      addition to the wholesale business activities, the Company also operates a
      small
      number of its own retail stores in Italy which serve customers in this
      market.





In
      September, 2007 we began acquiring assets and opening stores in several of
      the
      provinces in Northern Italy.





In
      March,
      2008 we refined our business model by eliminating the ethnic foods component
      of
      the model in order to focus on the telecommunications aspects of the products
      and services.





The
      six
      month period ended March 31, 2008 is the first six months of operations of
      our
      business model and may not be indicative of future operating
      results.


6




**NOTE
      2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
      POLICIES**





***(A)
      Basis of Presentation***





The
      accompanying unaudited condensed consolidated financial statements include
      the
      accounts of ICC Worldwide, Inc. and its wholly own subsidiary, ICC Italy, S.r.l.
      All significant inter-company transactions have been eliminated in
      consolidation.





These
      condensed consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and the instructions to Form 10-QSB and do
      not
      include all the information and footnotes required by accounting principles
      generally accepted in the United States of America for complete financial
      statements. In the opinion of management, all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation of the results
      for the interim periods have been included.




***(B)
      Use of Estimates***





The
      preparation of condensed consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities at the date of the condensed consolidated financial statements
      and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





***(C)
      Revenue Recognition***





The
      Company’s retail and wholesale products and services are sold primarily for
      cash. Revenue is recognized at the time the products or services are sold.
      The
      Company expects to also sell certain products at wholesale both for cash and
      on
      account. Revenue is recognized when no right of return exists.





***(D)
      Inventory***





Inventory
      consists of finished goods ready for sale and is stated at the lower of cost
      or
      market. The Company does not have raw material or work in process
      inventory.





***(E)
      Foreign Currency Translation***





Assets
      and liabilities of our Company’s foreign subsidiary have been re-measured in
      accordance with Financial Accounting Standards Board Statement of Financial
      Accounting Standards No. 52 “ *Foreign
      Currency Translation”* . The
      re-measurement process requires the use of historical exchange rates between
      the
      foreign currency and the US dollar currency in the presentation of the financial
      statements of certain non-monetary accounts. All exchange gains and losses
      from
      re-measurement of the non-monetary assets are included in the income statement
      for the appropriate period.





***(F)
      Loss Per Share***





Basic
      and
      diluted loss per common share for all periods presented is computed based on
      the
      weighted average number of common shares outstanding during the periods
      presented as defined by SFAS No. 128, “ *Earnings
      per Share”* . The
      assumed exercise of common stock equivalents was not utilized for the three
      and
      six months ended March 31, 2008 and 2007, respectively, since the effect would
      be anti-dilutive. There were 163,797,612 and 7,500,000 common stock equivalents
      at March 31, 2008 and 2007, respectively.


7




***(G)
      Going Concern***





The
      Company’s consolidated financial statements for the six months ended March 31,
      2008 have been prepared on a going concern basis, which contemplates the
      realization of assets and the settlement of liabilities and commitments in
      the
      normal course of business.





The
      ability of the Company to continue as a going concern is dependent on the
      Company's ability to raise additional funds and implement its new business
      plan.
      The consolidated financial statements do not include any adjustments that might
      be necessary if the Company is unable to continue as a going
      concern.





***(H)
      Stock Options and Warrants***





On
      January 1, 2006, we adopted the fair value recognition provisions of Financial
      Accounting Standards Board Statement of Financial Accounting Standards No.
      123(R), “ *Accounting
      for Stock-Based Compensation”* , (“FAS
      123R”) to account for compensation costs when the Company exchanges equity for
      goods or services. Under FAS 123R the cost of the services received is measured
      on the grant-date fair value of the equity award and amortized over the vesting
      period of the award.





***(I)
      Intangible Assets***





Intangible
      assets are stated on the basis of cost and are amortized on a straight-line
      basis over estimated life. Intangible assets with indefinite lives are not
      amortized but are evaluated for impairment annually unless circumstances dictate
      otherwise.  Management periodically reviews intangible assets for
      impairment based on an assessment of undiscounted future cash flows, which
      are
      compared to the carrying value of the intangible assets. Should these cash
      flows
      not equate to or exceed the carrying value of the intangible, a discounted
      cash
      flow model is used to determine the extent of any impairment charge
      required.





***(J)
      Deferred Financing Costs***





Deferred
      financing costs consist of the unamortized portion of the value of the warrants
      given to Black Diamond at the time of the fourth amendment to the purchase
      agreement. See Note 5.





**NOTE
      3. PREFERRED STOCK**





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock to Black Diamond. The purpose of the sale of stock was to raise capital
      with which we could pursue an acquisition strategy whereby we can seek to
      acquire business assets with a history of operating revenues in markets that
      provide room for growth. The June 29, 2007 purchase agreement required us to
      buy
      back shares of the Series B preferred stock at the option of the holder through
      a series of monthly cash payments.





On
      September 28, 2007, the June 29, 2007 purchase agreement was amended to reduce
      the potential impact of Black Diamond’s right to require our Company to begin
      repurchasing the Series B preferred stock in August, 2008. In the Amended
      Purchase Agreement Black Diamond agreed to exchange the Series B preferred
      stock
      for a new Series C preferred stock. The Series C preferred stock provided for
      a)
      a liquidation price for the preferred shares of $.60 per share, b) the option
      to
      convert the Series C shares to common shares at the rate of 10 shares of common
      stock for each share of Series C preferred stock, and c) the mandatory
      redemption of any outstanding Series C preferred stock on October 1, 2012 at
      the
      liquidation price. In return, Black Diamond agreed to change the formula for
      the
      calculation of the cash to fund the Series C preferred stock buyback option.
      Under the new formula, the Company is obligated to offer to purchase Series
      C
      preferred shares at $1 per share from Black Diamond using 20% of the positive
      quarterly pre-tax net income as reported in our Form 10-KSB and 10-QSB filings
      starting with the calendar quarter ending September 30, 2008. Black Diamond
      must
      notify the Company during each quarter if it elects to exercise its option
      for
      that quarter only. Payments are due to Black Diamond within 10 days following
      the filing of the Company’s 10-QSB or 10-KSB.


8




Both
      the
      Series B and Series C preferred stock may cast 60 votes per share whereas a
      share of common stock has one vote per share on all matters requiring a vote
      of
      the shareholders. To illustrate the impact of this preference, at the annual
      stockholders meeting held on November 27, 2007, this preference allowed Black
      Diamond, as the then holder of all outstanding shares of Series C preferred
      stock, to have approximately 76% of the voting power on all matters on which
      a
      shareholder vote was taken.





On
      December 3, 2007, we sold 1,054,552 shares of our Series C preferred stock
      for
      $75,984 directly to   The Melanie S. Altholtz Irrevocable Trust (Altholtz
      Trust) which is an investor in Black Diamond. The transaction mirrors the June
      29, 2007 sale of stock to Black Diamond and includes the option for the buyer
      to
      require our Company to buy back the shares of the Series C Preferred stock
      at $1
      per share starting in the third calendar quarter of 2008. The Company could
      be
      required to use 3% of the Company’s quarterly pre-tax net income as reported in
      the Company’s SEC filings for that purchase.





On
      December 17, 2007, we sold an additional 1,054,552 shares of our Series C
      preferred stock for $75,984 to Black Diamond. The transaction was structured
      as
      an amendment to the June 29, 2007 sale of stock to Black Diamond and includes
      the option for Black Diamond to require our Company to buy back the shares
      of
      the Series C preferred stock at $1 per share starting in the third calendar
      quarter of 2008. Under the December 17, 2007 amendment, the Company could be
      required to use 23% of the Company’s quarterly pre-tax net income as reported in
      the Company’s SEC filings for that purchase, which is an increase from 20% of
      the Company’s quarterly pre-tax net income set forth in the September 28, 2007
      amendment to the purchase agreement.





The
      mandatory redemption feature provides that the Company will buy back any and
      all
      outstanding Series C preferred stock on October 1, 2012 at the liquidation
      price
      of $.60 per share. Should all the 9,609,044 shares of the Series C preferred
      stock be outstanding at October 1, 2012, our Company would have to pay
      $5,765,426 on that date to redeem all of the Series C preferred
      stock.





The
      issuance of the Series C preferred stock was accounted for as a liability in
      accordance with SFAS No. 150, *“Accounting
      For Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity”* . EITF
      D-98 *“Classification
      and Measurement of Redeemable Securities”* requires
      that the difference between the carrying amount of the preferred stock and
      the
      mandatory redemption value be accreted over time in order that the carrying
      value of the preferred stock equal its mandatory redemption value at the
      mandatory redemption date. For the three and six months ended March 31, 2008,
      $253,922 and $ 507,844 was accreted, respectively, to the carrying value of
      the
      preferred stock for this purpose and recorded as interest expense.





We
      have
      not treated the convertible option in the Series C preferred stock as a
      derivative within the meaning of SFAS No. 133 *“Accounting
      for Derivative Instruments and Hedging Activities”* as the
      common shares so converted could not be readily converted to cash without
      substantial market disruption and a heavy discount in price which would render
      the converted stock virtually worthless.





**NOTE
      4. DISCONTINUED OPERATIONS**





On
      June
      29, 2007 we transferred to Mr. Thomas Large (a former officer and director
      of
      our Company) 100% of the capital stock of Designer Appliances, Inc. and all
      other assets and liabilities of our Company relating to our Company’s computer
      mouse and software business, including intellectual property and physical
      materials, including hardware and software and all rights pertaining thereto.





The
      results of operations of the computer mouse and software business have been
      presented as discontinued operations for the three and six months ended March
      31, 2007.




**NOTE
      5. NOTE PAYABLE TO BLACK DIAMOND**





On
      January 17, 2008, Black Diamond funded the first of several tranches of a total
      fully secured loan of $1,500,000 for use as working capital by the Company.
      The
      loan bears interest of 10% per annum. The loan requires monthly payments of
      interest only for the first 24 months then monthly payments of interest and
      principal based on a 20 year amortization for the next 36 months. Principal
      and
      interest are all due in payable on or before the 60 th month
      anniversary of the Note. At March 31, 2008, Black Diamond had advanced a total
      of $950,000 of this loan.


9




On
      January 17, 2008 the Company and Black Diamond amended the original stock
      purchase agreement for a fourth time to further reduce and extend the amount
      of
      positive net income before tax that our Company may be required to use to
      purchase the Series C preferred stock beginning in the third calendar quarter
      of
      2008. This reduction is based on a sliding scale which begins with 10% in 2008
      and increases to 20%, 25%, and 30% in subsequent years. In return for this
      adjustment, the Company issued to Black Diamond 15,000,000 warrants to purchase
      the Company’s common stock at $.01 per share. The warrants have a life of 5
      years. The fair value of the warrants on the date of grant was $111,310
      computed using the Black-Scholes valuation model with a historical volatility
      rate of 162%, zero dividend payment, and a 5 year bond equivalent rate of 3.0%
      on the date of issue. The $111,310 fair value of the warrants on the date of
      grant is being amortized over the life of the underlying preferred stock which
      has a mandatory redemption date of October 1, 2012. During the three months
      ended March 31, 2008, we amortized $4,930 to interest expense in this
      regard.




**NOTE
      6. SUBSEQUENT EVENTS**





As
      noted
      in Note 5, at March 31, 2008, Black Diamond had advanced a total of $950,000
      of
      the $1,500,000 loan negotiated in January, 2008. The remaining advances by
      Black
      Diamond on this loan were made or are scheduled to be made as follows: $150,000
      on April 1, 2008, $200,000 on April 25, 2008, with the final $200,000 scheduled
      to be made on May 15, 2008.





On
      April
      7, 2008, we received the second and final installment of $31,600 on the sale
      of
      the assets of the Calcinate store.





On
      August
      19, 2008 the management of our Company determined that the Company’s previously
      issued financial statements for the quarter ended March 31, 2008 should no
      longer be relied upon and should be restated. The Company filed a Form 10-QSB/A
      which included restated interim financial statements as of and for the three
      months and six months ended March 31, 2008 in order to correctly record part
      of
      the accretion related to the issuance of the Series C preferred stock in the
      financial statements in the 10-QSB report for the three and six months ended
      March 31, 2008. The correction resulted in an increase in additional paid in
      capital at March 31, 2008 and an increase in interest expense for the three
      months and six months ended March 31, 2008. The correction had no cash effect
      and does not affect the total assets, total liabilities, or the total equity
      of
      those respective periods as originally reported.





**Recent
      Accounting Pronouncements**





The
      Company has adopted all accounting pronouncements effective before December
      31,
      2007, which are applicable to the Company.





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued FAS
      Interpretation No.48, *Accounting
      for Uncertainty in Income Taxes—An Interpretation of FASB Statement
      No.109* (“FIN
      No.48”), which became effective for the Company on January 1, 2007. This
      interpretation clarifies the accounting for income tax benefits that are
      uncertain in nature. Under FIN No.48, a company will recognize a tax benefit
      in
      the financial statements for an uncertain tax position only if management’s
      assessment is that its position is “more likely than not” (i.e., a greater than
      50 percent likelihood) to be upheld on audit based only on the technical merits
      of the tax position. This accounting interpretation also provides guidance
      on
      measurement methodology, de-recognition thresholds, financial statement
      classification and disclosures, interest and penalties recognition, and
      accounting for the cumulative-effect adjustment. The new interpretation is
      intended to provide better financial statement comparability among companies.
      FIN No.48 is effective for fiscal years beginning on or after December 15,
      2006.
      The adoption of FIN No.48 has not had a material effect on the financial
      statements of our Company.





In
      September 2006, the FASB issued SFAS No.157, “ *Fair*  *Value
      Measurements* .” This
      statement clarifies the definition of fair value, establishes a framework for
      measuring fair value and expands the disclosures on fair value measurements.
      SFAS No.157 is effective for fiscal years beginning after November 15, 2007.
      Management has not determined the effect if any, the adoption of this statement
      will have on the financial statements.





On
      February 15, 2007, the FASB issued Statement No. 159, *“The
      Fair Value Option for Financial Assets and Financial
      Liabilities,”* (“SFAS
      159”). The fair value option established by SFAS 159 permits, but does not
      require, all entities to choose to measure eligible items at fair value at
      specified election dates. An entity would report unrealized gains and losses
      on
      items for which the fair value option has been elected in earnings at each
      subsequent reporting date. SFAS 159 is effective for our 2009 fiscal year.
      We are currently assessing what the impact of the adoption of this standard
      would be on the Company’s financial position and/or results of
      operations.


10




In
      December 2007, the FASB issued SFAS No. 160, *“Non-Controlling
      Interests in Consolidated Financial Statements - An Amendment of ARB No.
      51”* (“SFAS
      160”). SFAS 160 establishes new accounting and reporting standards for the
      non-controlling interest in a subsidiary and for the deconsolidation of a
      subsidiary. Specifically, this statement requires the recognition of a
      non-controlling minority interest as equity in the consolidated financial
      statements and separate from the parent's equity. The net income amount
      attributable to the non-controlling interest is included in consolidated net
      income on the face of the income statement. SFAS 160 clarifies that changes
      in a
      parent's ownership interest in a subsidiary that do not result in
      deconsolidation are equity transactions if the parent retains its controlling
      financial interest. In addition, this statement requires that a parent recognize
      a gain or loss in net income when a subsidiary is deconsolidated. Such gain
      or
      loss will be measured using the fair value of the non-controlling equity
      investment on the deconsolidation date. SFAS 160 also includes expanded
      disclosure requirements regarding the interests of the parent and its
      non-controlling interest. SFAS 160 is effective for fiscal years, and for
      interim periods within those fiscal years, beginning on or after December 15,
      2008. Earlier adoption is prohibited. The Company does not expect the adoption
      of SFAS 160 to have an effect on its financial statements.




In
      December 2007 the FASB issued FASB Statement No. 141 (Revised 2007), *“Business
      Combinations”* (“SFAS
      141R”). SFAS 141R will significantly change the accounting for business
      combinations. Under SFAS 141R, an acquiring entity will be required to recognize
      all the assets acquired and liabilities assumed in a transaction at the
      acquisition-date fair value with limited exceptions. SFAS 141R will change
      the
      accounting treatment for certain specific items, including: (i) Acquisition
      costs will be generally expensed as incurred; (ii) Non-controlling interests
      (formerly known as "minority interests") will be valued at fair value at the
      acquisition date; (iii) Acquired contingent liabilities will be recorded at
      fair
      value at the acquisition date and subsequently measured at either the higher
      of
      such amount determined under existing guidance for non-acquired contingencies;
      (iv) In process research and development will be recorded at fair value as
      an
      indefinite-lived intangible asset at the acquisition date; (v) Restructuring
      costs associated with a business combination generally will be expensed
      subsequent to the acquisition date; and (vi) Charges in deferred tax asset
      valuation allowances and income tax uncertainties after the acquisition date
      generally will affect income tax expense. SFAS 141R also includes a substantial
      number of new disclosure requirements. The statement applies prospectively
      to
      business combinations occurring in fiscal years beginning after December 15,
      2008. Earlier adoption is prohibited. The Company does not expect the adoption
      of SFAS 141R to have an effect on its financial statements.





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





**FORWARD
      LOOKING STATEMENTS**





This
      quarterly report on Form 10-QSB, including exhibits thereto, contains
      forward-looking statements. These forward-looking statements are typically
      identified by the words "anticipates", "believes", "expects", "intends",
      "forecasts", "plans", "future", "strategy", or words of similar meaning. 
Various factors could cause actual results to differ materially from those
      expressed in the forward-looking statements.  The Company assumes no
      obligations to update these forward-looking statements to reflect actual
      results, changes in assumptions, or changes in other factors, except as required
      by law.





**OVERVIEW**





On
      June
      29, 2007, our Board of Directors determined that the implementation of our
      Company's business plan as it then existed was no longer financially feasible
      and accepted the offer of Black Diamond to purchase a controlling interest
      in
      our Company.





The
      proceeds of the financing by Black Diamond are being used to build a
      distribution network focused on stores providing telecommunications, ethnic
      entertainment, ethnic foods, financial services, and certain other products
      and
      services to ethnic immigrant worker communities in Italy.


11




On
      August
      20, 2007, we acquired all the shares of capital stock of ICC Italy, which was
      incorporated in Italy in August, 2007 for this purpose.





In
      September, 2007, through ICC-Italy, we purchased the furniture, fixtures, and
      inventory of two existing stores in Trescore and Calcinate in the Emilia-Romagna
      region of Northern Italy. In September, 2007, we also purchased the furniture,
      fixtures, and inventory of two additional stores in Ravenna also in the
      Emilia-Romagna region of Northern Italy including: (1) a phone center and
      internet café store and (2) a mobile phone store. No real estate leases,
      employment or vendor contracts or other obligations were assumed as part of
      these asset purchases. In December, 2007 we also entered into an agreement
      to
      operate a store in Remini, Italy for Telecom Italia.





At
      March
      31, 2008 the Trescore store, both the mobile phone store and the phone
      center/internet café in Ravenna, and the store in Remini were open and
      generating revenue. The store in Calcinate was sold on March 31,
      2008.





In
      a
      Form-8K filed by the Company on August 25, 2008, the Company reported that
      it
      had concluded that it incorrectly recorded part of the accretion related to
      the
      issuance of the Series C preferred stock in the financial statements in the
      Form
      10-QSB report for the three and six months ended March 31, 2008.





The
      correction resulted in an increase in additional paid in capital at March 31,
      2008 and an increase in interest expense for the three months and six months
      ended March 31, 2008.





The
      correction had no cash effect and did not affect the total assets, total
      liabilities, or the total equity as previously reported for the
      period.





**RESULTS
      OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31,
      2008.**





**Critical
      Accounting Policies**





Our
      Company makes estimates and assumptions in the preparation of its consolidated
      financial statements in conformity with accounting principles generally accepted
      in the United States of America. Actual results could differ significantly
      from
      those estimates under different assumptions and conditions. Our significant
      accounting policies are described in Note 2 to the audited consolidated
      financial statements included in our Annual Report on Form 10-KSB for the fiscal
      year ended September 30, 2007. The accounting policies used in preparing
      our interim condensed consolidated financial statements are the same as those
      described in the Annual Report.





**Exchange
      Rate Activity**





As
      our
      Company obtains all of its revenue and incurs most of its expenses in Italy,
      the
      reported performance of our Company will be heavily influenced by the currency
      exchange rates. The following table shows the ending and weighted average US
      dollar to Euro exchange rates used in the preparation of the financial
      statements since our Company began acquiring assets in Italy.


US $ to Euro
              
              Three Months Ended
                September 30, 2007
              
              Three Months Ended
                December 31, 2007
              
              Six Months Ended
                March 31, 2008Ending Rate
              
              
              1.4272
              
              
              1.4729
              
              
              1.5800Weighted
                  Average Rate for the Period
              
              
              1.3742
              
              
              1.4485
              
              
              1.4730


12




As
      the
      Designer Appliances computer mouse and related software business was transferred
      and is being accounted for as discontinued operations, there were no revenues,
      cost of goods sold or gross profit from continuing operations to report for
      the
      three and six months ended March 31, 2008. Thus in the following discussion
      of
      revenues, cost of goods sold, and gross profit, comparison is made between
      the
      three months ended March 31, 2008 and the three months ended December 31,
      2007.





**Revenue**





Revenues
      increased $124,285 or 50% to $373,468 for the three months ended March 31,
      2008
      from $249,183 for the three months ended December 31, 2007. This increase
      reflects the higher tempo of activity as the Company works through the
      acquisition of its retail properties and the start up of its wholesale
      activities focused primarily in the telecommunications part of the
      business.





**Cost
      of Goods Sold**





Cost
      of
      goods sold increased $130,387 or 60% to $348,719 for the three months ended
      March 31, 2008 from $218,332 for the three months ended December 31, 2007.
      The
      increase includes, in part, costs of goods sold which the current management
      of
      the Company believes could have been better planned and managed (see discussion
      of General and Administrative Expenses below).





**Gross
      Profit**





Gross
      profit declined $6,102 or 20% to $24,749 for the three months ended March 31,
      2008 from $30,851 for the three months ended December 31, 2007. This decline
      was
      due to (a) a general adjustment in the mix of products sold gained from
      experience in operating the stores, (b) a shift in business focus away from
      alimentary (food) which tends to have lower but steady revenue potential and
      higher margins and toward telecom related products (e.g. cell phones, internet
      services, and phone cards) which tend to have a lower margin but higher revenue
      potential and (c) costs of goods sold which the current management of the
      Company believes could have been better planned and managed (see discussion
      of
      General and Administrative Expenses below).





**General
      and Administrative Expenses**





General
      and administrative expenses increased $249,115 or 36% to $1,050,749 for the
      three months ended March 31, 2008 from $774,541 for the three months ended
      December 31, 2007. This increase reflects, in part, the higher tempo of activity
      as our Company works through the acquisition of its retail properties and the
      start up of its wholesale activities focused primarily in the telecom part
      of
      the business. At the same time, the increase includes, in part, operating
      expenses which the current management of the Company believes could have been
      better planned and managed. As a direct result, during March, 2008, we
      reorganized our general and administrative processes and refocused attention
      to
      more actively managing these costs.





General
      and administrative expenses for ongoing operations for the three months ended
      March 31, 2008 included consulting services of $42,165, executive compensation
      of $21,459, professional fees of $79,437, rent of $74,901, payroll of $288,691,
      noncash charges for depreciation of $35,712 and for amortization of $114,946,
      as
      well as a loss on the re-measurement of non-monetary assets of
      $41,270.





General
      and administrative expense for ongoing operations for the three months ended
      March 31, 2007 included stock-based compensation of $0, professional fees of
      $15,640, rent of $5,497, and non-cash charges for depreciation of
      $228





General
      and administrative expenses for ongoing operations for the six months ended
      March 31, 2008 included consulting services of $92,250, executive compensation
      of $80,223, professional fees of $132,048, rent of $141,333, payroll of
      $420,959, noncash charges for depreciation of $69,238 and for amortization
      of
      $229,892 as well a a loss on the re-measurement of non-monetary assets of
      $55,447.


13




General
      and administrative expenses for ongoing operations for the six months ended
      March 31, 2007 included stock based compensation of $42,490, professional fees
      of $64,879, rent of $11,914, and noncash charges for depreciation of
      $455.




**Interest
      Expense and Financing Costs**





Interest
      expense and financing costs increased $23,428 to $28,924 for the three months
      ended March 31, 2008 from $5,496 for the three months ended December 31, 2007.
      This increase was primarily due to the recognition of $4,930 in amortized
      interest expense associated with the issuance of 15,000,000 warrants to Black
      Diamond as part of the consideration for loan obtained from Black Diamond on
      January 15, 2008, $15,431 in paid and accrued interest on the note payable
      to
      Black Diamond as well as $2,099 in accrued interest on the note payable to
      the
      Nutmeg Group obtained in May, 2007 and renegotiated in September,
      2007.





In
      addition, for the three and six months ended March 31, 2008, our Company
      recognized $253,922 and $507,844 respectively, in non-cash accretion expense
      to
      the preferred stock (See Note 3 of the Notes to the Consolidated Financial
      Statements).





Interest
      expense and financing costs increased $33,198 to $34,420 for the six months
      ended March 31, 2008 from $1,222 for the six months ended March 31, 2007. This
      increase was primarily due to the recognition of $4,930 in expense associated
      with the issuance of 15,000,000 warrants to Black Diamond as part of the
      consideration for loan obtained from Black Diamond on January 15, 2008 and
      $15,431 in paid and accrued interest on the note payable to Black Diamond as
      well as $4,221 in accrued interest for the six months ended March 31, 2008
      on
      the note payable to the Nutmeg Group obtained in May, 2007 and renegotiated
      in
      September, 2007.





**Net
      Loss**





Our
      Company recorded a net loss of $1,308,846 for the three months ended March
      31,
      2008 and a net loss of $2,311,954 for the six months ended March 31,
      2008.





Our
      Company recorded a net loss of $46,243 and $128,704 for the three and six months
      ended March 31, 2007, respectively, of which $17,747 and $21,233, respectively,
      were the losses associated with the discontinued operations of the computer
      mouse business.





**Liquidity
      and Cash Position**





**Operating
      Activities**





For
      the
      six months ended March 31, 2008, our Company used $2,263,328 in cash to fund
      operating activities. Cash required for the loss of $2,311,954 was partially
      offset by $811,904 in non-cash charges. Cash was also required to support the
      increase of $763,278 in net current assets including an increase of $104,670
      in
      inventory, an increase of $300,367 in deposits and prepaid expense, and $578,016
      to pay contracts due all offset by an increase of $218,705 in accounts
      payable.





For
      the
      six months ended March 31, 2007, our Company used $14,991 in cash to fund
      operating activities. Cash required for the loss of $128,704 was partially
      offset by $86,788 in non cash charges. Cash was provided by an increase of
      $26,925 in net current liabilities.





**Investing
      Activities**





For
      the
      six months ended March 31, 2008, our Company used $36,804 in cash to purchase
      additional store equipment and fixtures. We also received $7,900 in cash as
      the
      first installment on the sale of assets related to the Calcinate
      store.





For
      the
      six months ended March 31, 2007, our Company had no investment
      activity.


14




**Financing
      Activities**





For
      the
      six months ended March 31, 2008 our Company received net cash of $1,422,133
      from
      financing activities. We sold common and preferred stock for $500,000 and
      received $950,000 in loan proceeds. This was offset by $12,867 in payments
      on
      the capitalized lease and the $15,000 payoff of a short-term demand
      note.





For
      the
      six months ended March 31, 2007 our Company received net cash of $17,000 in
      cash
      from financing activities of which $15,000 were the proceeds from a short-term
      demand note and $2,000 was advanced by a stockholder.





We
      anticipate that our capital requirements, including capital need for further
      asset acquisitions and increases in inventory levels, will continue to be
      significant. Our future capital requirements and the adequacy of available
      funds
      will depend on many factors including the pace of our expansion. We believe
      that
      our current liquidity and resources will not provide sufficient liquidity to
      fund our operations for at least 12 months and the Company expects to seek
      additional future financing to fund our operations and expansion. The
      availability of such financing on terms acceptable to us or at all is not
      assured.




**ITEM
      3. CONTROLS AND PROCEDURES**





Evaluation
      of Disclosure Controls and Procedures





Disclosure
      controls and procedures are designed to ensure that information required to
      be
      disclosed in the reports filed or submitted under the Securities Exchange Act
      of
      1934 (the “Exchange Act”) is recorded, processed, summarized and reported,
      within the time period specified in the rules and forms of the Securities and
      Exchange Commission (the “SEC”).  Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in the reports filed under the Exchange
      Act
      is accumulated and communicated to management, including our President and
      Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure.  Our Chief Executive Officer, who is also the acting Chief
      Financial Officer, in consultation with our other members of management and
      advisors as appropriate, carried out an evaluation of the effectiveness of
      our
      disclosure controls and procedures as of the end of the period covered by this
      quarterly report pursuant to Rule 13a-15(b) promulgated under the Exchange
      Act.
      Based upon that evaluation, our Chief Executive Officer concluded that our
      disclosure controls and procedures are effective in alerting him in a timely
      fashion to all material information required to be included in our periodic
      filings with the SEC.





Changes
      in Internal Control over Financial Reporting





The
      term
“internal control over financial reporting” is defined as a process designed by,
      or under the supervision of, our President and Principal Financial Officer,
      and
      effected by our Board of Directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles. There were no changes in our internal
      control over financial reporting identified in connection with our evaluation
      of
      these controls as of the end of the period covered by this quarterly report
      that
      could have significantly affected those controls subsequent to the date of
      the
      evaluation referred to in the previous paragraph, including any correction
      action with regard to significant deficiencies and material
      weakness.


15





**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





None.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





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**





31.1
            Certification
                of the Chief Executive Officer and Acting Principal Financial Officer
                of
                ICC Worldwide, Inc. pursuant to Section 302 of the Sarbanes-Oxley
                Act of
                2002.*





32.1
            Certification
                of the Chief Executive Officer and Acting Principal Financial Officer
                of
                ICC Worldwide, Inc. pursuant to Section 906 of the Sarbanes-Oxley
                Act of
                2002.*





SIGNATURES





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





ICC
                WORLDWIDE, INC.Date:
                September 16, 2008
            By:
            /s/ Scott
                K Anderson, JrScott
                K Anderson, Jr.Corporate
                Secretary


16