**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934**For
                the quarterly period ended September 30,
                2007**





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
            
            52-2143186(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)





Torbay
      Holdings, Inc.


2967
      Michelson Dr, Ste G444, Irvine, CA 92612


(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 January 18,
      2008.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):


Yes o No x











INDEX





PART
                1 - FINANCIAL INFORMATIONItem
                1: Financial StatementsCondensed
                consolidated balance sheet as of September 30, 2007
                (unaudited)
            
            3Condensed
                consolidated statements of operations and other comprehensive income
                (loss) for the three and nine months ended September 30, 2007 and
                2006
                (unaudited)
            
            4Condensed
                consolidated statements of cash flows for the nine months ended September
                30, 2007 and 2006 (unaudited)
            
            5Notes
                to condensed consolidated financial statements as of September 30,
                2007
                and 2006 (unaudited)
            
            6Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            
            12Item
                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
            
            17Signatures
            
            17




2




**PART I
      - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**SEPTEMBER
      30, 2007**


**(UNAUDITED)**





ASSETSCurrent
                assets:Cash
            
            $
            1,029,949Accounts
                receivable
            
            
            1,070Inventory
            
            
            32,897Deposits
                and other current assets
            
            
            18,915Total
                current assets
            
            
            1,082,831Furniture
                & fixtures
            
            
            174,520Office
                and store equipment
            
            
            384,116Less
                accumulated depreciation
            
            
            (5,494
            )Net
                fixed assets
            
            
            553,142Intangible
                Assets
            
            
            559,562Total
                assets
            
            $
            2,195,535LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            229,568Accrued
                interest
            
            
            11,835Capitalized
                lease obligation - current portion
            
            
            63,863Liabilities
                on asset purchase contracts
            
            
            578,016Notes
                payable
            
            
            127,001Total
                current liabilities
            
            
            1,010,283Capitalized
                lease obligation - long term
            
            
            139,861Preferred
                  stock, $.0001 par value; 20,000,000 shares authorized, 7,500,000
                  Series B
                  shares issued and outstanding, mandatory redemption on October
                  1, 2012 at
                  $.60 per share, includes accretion of $4,340
            
            
            535,014Total
                liabilities
            
            
            1,685,158Stockholders'
                equity:Common
                    stock, $.0001 par value; 250,000,000 shares authorized, 190,277,900
                    shares
                    issued and outstanding
            
            
            19,028Additional
                paid-in capital
            
            
            7,302,616Accumulated
                deficit
            
            
            (6,820,529
            )Other
                comprehensive income
            
            
            9,262Total
                stockholders' equity
            
            
            510,377Total
                liabilities and stockholders' equity
            
            $
            2,195,535




See
                accompanying notes to unaudited condensed consolidated financial
                statements




3


**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**AND
      OTHER COMPREHENSIVE INCOME (LOSS)**


**FOR
      THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
      2006**


**(UNAUDITED)**





Three months ended September 30,
            
            Nine months ended September 30,2007
            
            2006
            
            2007
            
            2006Revenue
            
            $
            21,540
            
            $
            -
            
            $
            21,540
            
            $
            -Cost
                of goods sold
            
            
            20,294
            
            
            -
            
            
            20,294
            
            
            -Gross
                profit
            
            
            1,246
            
            
            -
            
            
            1,246
            
            
            -General
                and administrative expenses
            
            
            320,552
            
            
            46,366
            
            
            414,523
            
            
            281,828Loss
                  from continuing operations before other expense
            
            
            (319,306
            )
            
            (46,366
            )
            
            (413,277
            )
            
            (281,828
            )Interest
                expense, net and financing cost
            
            
            (1,687
            )
            
            (823
            )
            
            (67,878
            )
            
            (36,247
            )Change
                in fair value of derivative liability
            
            
            466,203
            
            
            -
            
            
            -
            
            
            -Income
                  (loss) from continuing operations before provision for income
                  taxes
            
            
            145,210
            
            
            (47,189
            )
            
            (481,155
            )
            
            (318,075
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                income (loss) from continuing operations
            
            
            145,210
            
            
            (47,189
            )
            
            (481,155
            )
            
            (318,075
            )Loss
                from discontinued operations
            
            
            (60,500
            )
            
            (110,476
            )
            
            (78,198
            )
            
            (267,674
            )Net
                income (loss)
            
            $
            84,710
            
            $
            (157,665
            )
            $
            (559,353
            )
            $
            (585,749
            )Net
                loss per common share, basic and dilutedContinuing
                operations
            
            $
            0.00
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Discontinued
                operations
            
            
            (0.00
            )
            
            (0.00
            )
            
            (0.00
            )
            
            (0.00
            )$
            0.00
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average shares outstanding, basic and diluted
            
            
            174,603,987
            
            
            150,492,374
            
            
            160,054,896
            
            
            139,117,388Comprehensive
                loss:Net
                income (loss)
            
            $
            84,710
            
            $
            (157,665
            )
            $
            (559,353
            )
            $
            (585,749
            )Foreign
                currency translation gain (loss)
            
            
            44,308
            
            
            (3,901
            )
            
            41,204
            
            
            (10,517
            )Comprehensive
                income (loss)
            
            $
            129,018
            
            $
            (161,566
            )
            $
            (518,149
            )
            $
            (596,266
            )




See
                accompanying notes to unaudited condensed consolidated financial
                statements.




4


**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**


**(UNAUDITED)**




Nine Months Ended September 30,2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (559,352
            )
            $
            (585,748
            )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Gain
                on disposition of assets
            
            
            (110,369
            )
            
            -Depreciation
                and amortization
            
            
            14,028
            
            
            30,663Stock
                compensation expense
            
            
            65,406
            
            
            -Security
                deposit applied to rent
            
            
            5,310
            
            
            -Financing
                cost - warrants repriced
            
            
            18
            
            
            34,174Common
                stock and warrants issued for services
            
            
            400
            
            
            108,500Common
                stock and warrants issued for financing costs
            
            
            60,000
            
            
            -Deferred
                compensation
            
            
            -
            
            
            233,880Changes
                in operating assets and liabilities:(Increase)
                decrease inAccounts
                receivable
            
            
            44,181
            
            
            23,903Inventory
            
            
            (32,747
            )
            
            28,238Prepaid
                expenses
            
            
            (481,973
            )
            
            -Deposits
                and other current assets
            
            
            (102,019
            )
            
            -Increase
                (decrease) inContracts
                payable
            
            
            578,016
            
            
            -Accounts
                payable and accrued expenses
            
            
            84,345
            
            
            (51,762
            )Customer
                advance
            
            
            1,599
            
            
            27,486Net
                cash used in operating activities
            
            
            (433,157
            )
            
            (150,666
            )Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            (352,020
            )
            
            (1,761
            )Cash
                retained by former subsidiary
            
            
            (6,713
            )
            
            -Net
                cash used in investing activities
            
            
            (358,733
            )
            
            (1,761
            )Cash
                flows from financing activities:Proceeds
                from issuance of notes
            
            
            60,000
            
            
            -Proceeds
                from issuance of preferred stock
            
            
            530,674
            
            
            -Proceeds
                from issuance of common stock
            
            
            1,215,326
            
            
            172,500Advances
                received from stockholder
            
            
            22,000
            
            
            35,000Payments
                on notes payable
            
            
            2,001
            
            
            -Repayments
                of advances received from stockholder
            
            
            (29,000
            )
            
            (21,750
            )Net
                cash provided by financing activities
            
            
            1,801,001
            
            
            185,750Effect
                of exchange rate changes on cash
            
            
            6,158
            
            
            (10,517
            )Net
                increase in cash
            
            
            1,015,269
            
            
            22,806Cash,
                beginning of period
            
            
            14,680
            
            
            3,007Cash,
                end of period
            
            $
            1,029,949
            
            $
            25,813Non-Cash
                Financial Information:Treasury
                  stock acquired in exchange for assets and liabilities of discontinued
                  operations
            
            $
            17,000
            
            $
            -Net
                liabilities of discontinued operations
            
            
            93,369
            
            
            -During
                  2007, 420,000 shares of Series 1 preferred stock were converted
                  to 440,000
                  shares of common stock
            
            
            -
            
            
            -Accretion
                of preferred stock
            
            
            4,340Assets
                acquired through capitalized lease
            
            
            203,724




See
                accompanying notes to unaudited condensed consolidated financial
                statements.




5





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
      2006**


**(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.





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, in consideration of
      the
      payment to our Company in perpetuity of a 1% royalty on sales by Designer
      Appliances, Inc., the return by Mr. Large to our Company of 1,000,000 shares
      of
      our common stock and the grant to our Company of a 5% interest in the disposal
      value of Designer Appliances, Inc. Thus, 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 sold 7,500,000 shares of a newly designated Series B preferred
      stock
      and 35,000,000 shares of our common stock to The Black Diamond Fund, LLLP,
      a
      Minnesota Limited Liability Limited Partnership (“Black Diamond”), for
      $1,778,000. The purpose of the sale of stock was to raise capital for use in
      conjunction with which we could pursue 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 delivered by our Company on a wholesale basis
      through a large, well established 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 . The revenue
      reported for the three month period ended September 30, 2007 is all from the
      opening and startup operations of three retail stores during September, 2007,
      and should not be considered indicative of future operating results.





**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.., its wholly own subsidiary, ICC Italy, S.r.l.,
      and the Company’s former subsidiaries, Designer Appliances Ltd. and Designer
      Appliances, Inc. (collectively, the “Company”). 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.





6




***(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 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)
      Accounts Receivable***





Accounts
      receivable are stated at estimated net realizable value. Account balances are
      written off when collection efforts have been exhausted and the potential for
      recovery is considered remote. The Company has not recorded an allowance against
      receivables as the Company has only a limited operating history.





***(E)
      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.





***(F)
      Foreign Currency Translation***





Assets
      and liabilities of our Company’s foreign subsidiaries have been translated using
      the exchange rate at the balance sheet date. The weighted average exchange
      rate
      for the period has been used to translate revenues and expenses. Translation
      adjustments are reported separately and accumulated in a separate component
      of
      equity (accumulated other comprehensive income.)





***(G)
      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 nine months ended September
      30, 2007 and 2006 and three months ended September 30, 2007 since the effect
      would be anti-dilutive. The assumed exercise of common stock equivalents was
      not
      utilized for the three month ended September 30, 2007 as the amount of the
      diluted income is de minimis. There were 126,657,162 and 11,700,000 common
      stock
      equivalents at September 30, 2007 and 2006, respectively.





***(H)
      Going Concern***





The
      Company’s consolidated financial statements for the nine months ended September
      30, 2007 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.




7




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.





***(I)
      Stock Options and Warrants***





On
      January 1, 2006, we adopted the fair value recognition provisions of Financial
      Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
      (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for
      compensation costs under our stock option plans. We previously utilized the
      intrinsic value method under Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the
      intrinsic value method prescribed by APB 25, no compensation costs were
      recognized for our employee stock options because the option exercise price
      equaled the market price on the date of grant.





In
      adopting SFAS No. 123(R), we elected to use the modified prospective method
      to
      account for the transition from the intrinsic value method to the fair value
      recognition method. Under the modified prospective method, compensation cost
      is
      recognized from the adoption date forward for all new stock options granted
      and
      for any outstanding unvested awards as if the fair value method had been applied
      to those awards as of the date of grant.





***(J)
      Goodwill***




The
      Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142), *Goodwill
      and Other Intangible Assets* . Goodwill
      represents the purchase consideration given in excess of the net assets acquired
      in a business combination. Goodwill
      and other intangible assets with indefinite lives must be tested for impairment
      on an annual basis. The Company performs this annual impairment test at fiscal
      year end for goodwill.





SFAS
      142
      requires the Company to compare the fair value of the reporting unit to its
      carrying amount on an annual basis to determine if there is potential goodwill
      impairment. If the fair value of the reporting unit is less than its carrying
      value, an impairment loss is recorded to the extent that the fair value of
      the
      goodwill within the reporting unit is less than its carrying value. SFAS 142
      also requires the Company to compare the fair value of an intangible asset
      to
      its carrying amount. If the carrying amount of the intangible asset exceeds
      its
      fair value, an impairment loss is recognized. Fair values for goodwill and
      other
      indefinite-lived intangible assets are determined based on discounted cash
      flows
      or market multiples as appropriate.





***(K)
      Intangible Assets***




Intangible
      assets, excluding goodwill, 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.





**NOTE
      3.**  **INTANGIBLE
      ASSETS**





During
      September 30, 2007, the Company acquired intangible covenant-not-to-compete,
      consulting agreements, and prepaid commission assets in conjunction with the
      tangible asset purchases in Italy. The covenant-no-to-compete and the consulting
      agreements have useful lives of one year. The prepaid commission asset has
      a
      life of two years. No amortization expense was included for the three and nine
      months ended September 30, 2007 for these intangible assets.





Amortization
      expense included in discontinued operations for the nine months ended September
      30, 2007 and 2006 was $8,283 and $23,534, respectively. Amortization expense
      for
      the three months ended September 30, 2007 and 2006 was $0 and $6,298,
      respectively.





8





**NOTE
      4. CONVERTIBLE NOTES PAYABLE**





On
      September 26, 2007, we renegotiated the promissory note we issued on May 11,
      2007 (the “May 11, 2007 Note”) to evidence the $60,000 which we borrowed from
      The Nutmeg/Mercury Fund LLLP (“Nutmeg”). The May 11, 2007 Note was in default as
      of June 11, 2007 and bears a default interest of 30% per annum compounded daily.
      The principal and interest on the May 11, 2007 Note were due at maturity and
      were convertible into common shares of our Company at the rate of the lower
      of
      $.002 per share or two other valuation formulas.





The
      May
      11, 2007 Note was superseded by a new promissory note (the “September 26, 2007
      Note”) which bears a 12.5% interest rate with principal and accrued interest due
      at maturity on May 11, 2009. The principal and accrued interest may be converted
      at any time into the common stock of the Company at $.002 per
      share.





The
      common stock of our Company is very thinly traded and our preferred stock is
      not
      registered for trading. There are frequent trading days when the common stock
      is
      not traded. The stock trades at a very low price. By way of example, during
      the
      last week of the period ended September 30, 2007 the stock was traded on only
      one day of the week. The volume on that day was 24,019 shares and the closing
      price on that day was $0.015. Should Nutmeg elect to convert the September
      26,
      2007 Note to common stock and decide to sell shares, the market for the
      Company’s common stock would likely not be able to absorb the total volume of
      the shares so converted. Consequently, we have not treated the convertible
      option in the September 26, 2007 as a derivative within the meaning of SFAS
      No.
      133 “Accounting for Derivative Instruments and Hedging Activities” as the 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.





SFAS
      No.
      133 allows the Company to reexamine a financial instrument with an embedded
      conversion option each quarter to ascertain its treatment as a financial
      derivative. As a result of a review at September 30, 2007, we have determined
      that derivative treatment of the September 26, 2007 Note is not appropriate
      and
      we have reversed the derivative treatment accorded the now superseded May 11,
      2007 Note for the period ended June 30, 2007 which recognized an expense of
      $466,203 and have recognized an offsetting gain for the period ended September
      30, 2007.





**NOTE
      5. PREFERRED STOCK**





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock and 35,000,000 shares of our common stock to The Black Diamond,, for
      $1,778,000. 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 businesses
      with a history of operating revenues in markets that provide room for growth.
      The allocated price for the preferred stock sold under the agreement is $540,400
      and the allocated price for the common stock is $1,237,600.





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 starting at $50,000 per month in August, 2008 and rising to $200,000
      per month in December, 2011 at a formula purchase price which is a multiple
      of
      the then per share price of our common stock. The total amount which Black
      Diamond could have potentially required us to pay had Black Diamond exercised
      this option completely, was $6,415,000 over that period.





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 provides 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) 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 pretax
      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.





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 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.




9




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 7,500,000 Series C preferred shares be
      outstanding at October 1, 2012, our Company would have to pay $4,500,000 on
      that
      date to redeem all of the Series C preferred shares.





The
      issuance of the Series C preferred stock was accounted for in accordance with
      SFAS No. 150, *“Accounting
      For Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity”* .
      Accordingly, a liability in the amount of $540,400 less $9,726 in allocated
      financing costs was recorded to reflect the current amount of the total
      $4,500,000 eventually due to redeem the Series C preferred stock and the balance
      of $3,969,326 will be accreted commencing September 28, 2007 through September
      30, 2012 in accordance with EITF D-98 *“Classification
      and Measurement of Redeemable Securities”* .
      For the
      nine month period ended September 30, 2007, $4,340 was accreted toward the
      mandatory redemption of the Series C preferred stock.





We
      have
      not treated the convertible option in the Series C 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. (See Note 4.)





**NOTE 6.
      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,
      in
      consideration of the payment to our Company in perpetuity of a 1% royalty on
      sales by Designer Appliances, Inc., the return by Mr. Large to our Company
      of
      1,000,000 shares of our common stock, valued at $17,000, and the grant to our
      Company of a 5% interest in the disposal value of Designer Appliances,
      Inc.




The
      results of operations of our computer mouse and software business have been
      presented as discontinued operations in these financial statements. Revenue
      included in discontinued operations for the three months ended September 30,
      2007 and 2006 were $0 and $38,449, respectively. Revenue included in
      discontinued operations for the nine months ended September 30 2007 and 2006
      were $144,849 and $216,511, respectively.





**NOTE
      7. COMMITMENTS AND CONTINGENCIES**





As
      noted
      in Note 6 above, as part of the Black Diamond purchase of preferred stock in
      our
      Company, we are obligated to offer to purchase Series C preferred shares at
      $1
      per share from Black Diamond using 20% of the positive quarterly pretax 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.





The
      Company is obligated to repurchase any and all outstanding shares of the
      Company’s Series C preferred stock on October 1, 2012 for $.60 per share. If all
      7,500,000 currently outstanding Series C preferred share are still outstanding
      on that date, the Company would be required to pay $4,500,000 to redeem the
      shares. See Note 5.




**NOTE
      8. SUBSEQUENT EVENTS**





On
      October 4, 2007 the Delaware Secretary of State accepted for filing the
      Certificate of Designation by which the Company designated the 7,500,000 shares
      of Series C preferred stock. The Company subsequently issued the 7,500,000
      shares of Series C preferred stock to Black Diamond in exchange for 7,500,000
      shares of Series B preferred stock which Black Diamond has returned to the
      Company to be cancelled.





On
      November 20, 2007 our Company was not able to file the required Form 10-QSB
      by
      the established deadline due to accounting complications related to the startup
      of business operations in Italy. As a result, on the same date, the Company
      received notice from the Financial Industry Regulatory Authority (“FINRA”) that
      our Company no longer would be qualified to be listed on the OTCBB for a period
      of 12 months. The listing change was the result of the Company being late in
      filing its SEC reports three times in a period of 24 months. In addition to
      the
      10-QSB which was due November 20, 2007, the Company had also been late in the
      filing of its two previous annual Form 10-KSB reports for the periods ended
      December 31, 2006 and 2005, respectively. The Company’s common stock is
      currently quoted on the Pink Sheets. The Company expects to continue to file
      all
      required SEC reports and will seek to be relisted on the OTCBB at the end of
      the
      12 month period.




10




On
      November 27, 2007 the Company held an Annual Meeting of Stockholders at which
      the stockholders: (1) elected three directors to serve for one year or until
      their successors are elected and qualified, (2) approved amendments to the
      Company’s Certificate of Incorporation to (a) increase the number of common
      shares from 250 million to 450 million and (b) increase the number of preferred
      shares from 20 million to 30 million, and (c) change in the name of the Company
      to ICC Worldwide, Inc., and (3) ratified Holtz, Rubenstein Reminick LLP as
      our
      Company’s auditors for the 2007 fiscal year. The amendments to the Company’s
      Certificate of Incorporation approved by the stockholders were filed with the
      Delaware Secretary of State on December 6, 2007.





On
      November 27, 2007 at a meeting of the Board of Directors following the
      stockholders meeting, the Board amended the By-laws of our Company to change
      the
      fiscal year end from December 31 st to
      September 30, 2007. The fiscal year end for 2007 will be September 30,
      2007.





On
      December 3, 2007, we sold 4,921,267 shares of our common stock for $174,016
      and
      1,054,552 shares of our Series C preferred shares for $75,984 directly
      to  The
      Melanie S. Altholtz Irrevocable 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 4,921,267 shares of our common stock
      for $174,016 and an additional 1,054,552 shares of our Series C preferred shares
      for $75,984 to Black Diamond. The transaction is 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 as reported in the Company’s SEC filings in the June 29, 2007 stock
      purchase agreement.





On
      December 17, 2007 the Secretary of the State of Delaware approved the Board
      of
      Directors increase in the number of preferred shares of our Company’s common
      stock designated as Series C from 7,500,000 to 10,000,000.





On
      January 17, 2008, Black Diamond paid the first of three tranches of $500,000
      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.





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 gave Black Diamond 15,000,000 warrants to purchase the
      common stock at $.01 per share. The warrants have a life of 5 years.




11




**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 within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,
      as amended.  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 7,500,000 shares of a new
      series of our preferred stock to be designated as Series B preferred stock
      and
      35,000,000 shares of our common stock for $1,778,000. The Series B preferred
      stock was subsequently exchanged for the Series C stock as part of a negotiation
      to restructure the option held by Black Diamond relative to Black Diamond’s
      ability to cause the Company to repurchase the Series C preferred
      stock.





The
      proceeds of the financing by Black Diamond are being used to pursue an
      acquisition strategy, whereby we are seeking to acquire attractive businesses
      with a history of operating revenues in markets that provide room for growth.
      To
      this end, the Company began exploring the development of a business strategy
      where the Company could provide telecommunications, entertainment, food
      products, financial, and certain other products and services to the ethnic
      emigrant worker communities in Italy.





On
      August
      20, 2007, we acquired all the shares of capital stock of ICC-Italy, which was
      incorporated in Italy in August, 2007. The purpose of the acquisition is for
      the
      Company to develop and capitalize a subsidiary company in Italy which will
      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.





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.





At
      September 30, 2007 the stores in Trescore, Calcinate, and the mobile phone
      store
      in Ravenna had been opened and were beginning to generate revenue.





**RESULTS
      OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
      2006**





Critical
      Accounting Policies and Estimates





Our
      Company is in a transition in its business model.





On
      June
      29, 2007, we transferred to 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 intellectual property and physical materials,
      including hardware and software and all rights pertaining thereto, in
      consideration of the payment to our Company in perpetuity of a 1% royalty on
      sales by Designer Appliances, Inc., the return by Mr. Large to our Company
      of
      1,000,000 shares of our common stock and the grant to our Company of a 5%
      interest in the disposal value of Designer Appliances, Inc. Thus, the results
      of
      operations of the computer mouse and software business have been presented
      as
      discontinued operations in these financial statements.





The
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with generally accepted accounting principles in the United States.
      The preparation of these consolidated financial statements requires us to make
      estimates and judgments that affect the amounts reported in the consolidated
      financial statements and the accompanying notes.





12


On
      an
      on-going basis, we evaluate our estimates, including those related to intangible
      assets, equity based compensation and litigation. We base our estimates on
      experience and on various assumptions that are believed to be reasonable under
      the circumstances, the results of which form the basis for making judgments
      about the carrying values of assets and liabilities that are not readily
      apparent from other sources. Actual results may differ from these estimates
      under different assumptions or conditions.




**Revenue,
      Cost of Goods Sold, and Gross Profit**





During
      September, 2007, the Company opened three stores in Trescore, Calcinate, and
      Ravenna, Italy, respectively, as part of the development of a network of stores
      in which the Company could provide telecommunications, entertainment, alimentary
      (food), financial, and certain other products and services to ethnic emigrant
      worker communities in Italy.





Revenue
      for the three month period ended September 30, 2007 was $21,540. As these stores
      were only in their first weeks of operation in September 2007, the revenues
      and
      associated expenses may not be indicative of the future results of the
      operations. With the transfer of the Designer Appliances business on June 29,
      2007, we had no revenue from continuing operations to report for the six month
      period ended June 30, 2007. Consequently, revenue for the nine month period
      ended September 30, 2007 was also $21,540.





Cost
      of
      goods sold for the three and nine month period ended September 30, 2007 was
      $20,294. Similarly, as the Company had no operating activities during the six
      month period ended June 30, 2007, cost of goods sold for the nine month period
      was $20,294 also.





Gross
      Profit from ongoing operations for the three and nine month period ended
      September 30, 2007 was $5,730.





As
      the
      Designer Appliances business was the sole business of our Company in 2006,
      there
      was no revenue from continuing operations to report for that period. Thus,
      for
      the three months and nine months ended September 30, 2006, our Company had
      no
      revenue, cost of goods sold, or gross profit from continuing operations to
      report.





The
      results of operations of our computer mouse and software business have been
      presented as discontinued operations in these financial statements. Revenue
      included in discontinued operations for the three months ended September 30,
      2007 and 2006 was $0 and $38,449 respectively. Revenue included in discontinued
      operations for the nine months ended September 30, 2007 and 2006 was $144,849
      and $216,511 respectively.





**General
      and Administrative Expenses**





For
      the
      three months ended September 30, 2007 and 2006, general administrative expenses
      from continuing operations were $320,552 and $46,366 respectively. The increase
      in the three month period ended September 30, 2007 over the three month period
      ended September 30, 2006 was due to the increase in operating activity from
      June
      29, 2007 when the Black Diamond funds were received through the acquisition
      and
      opening of the stores. For the three months ended September 30, 2007, general
      and administrative expenses included professional fees of $44,076, stock based
      compensation expense of $65,406, executive compensation of $29,500 and $50,074
      in consulting services.





General
      and administrative expense for ongoing operations for the three month period
      September 30, 2006 included $5,906 in professional fees and $4,820 in executive
      compensation.




General
      and administrative expenses from continuing operations for the nine month period
      ended September 30, 2007 and 2006 were $414,523 and $281,828 respectively.





General
      and administrative expenses for the nine month period ended September 30, 2007
      included $50,074 in consulting expenses, $59,088 in executive compensation,
      $65,406 in stock based compensation, and $87,396 in professional
      fees.





General
      and administrative expenses for the nine month period ended September 30, 2006
      included $63,000 in consulting expenses, $13,285 in executive compensation,
      and
      $74,391 in professional fees.


13





**Stock
      Based Compensation**





On
      January 1, 2006, we adopted the fair value recognition provisions of Financial
      Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
      (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for
      compensation costs under our stock option plans. We previously utilized the
      intrinsic value method under Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the
      intrinsic value method prescribed by APB 25, no compensation costs were
      recognized for our employee stock options because the option exercise price
      equaled the market price on the date of grant. Prior to January 1, 2006, we
      only
      disclosed the pro forma effects on net income and earnings per share as if
      the
      fair value recognition provisions of SFAS 123(R) had been utilized.





In
      adopting SFAS No. 123(R), we elected to use the modified prospective method
      to
      account for the transition from the intrinsic value method to the fair value
      recognition method. Under the modified prospective method, compensation cost
      is
      recognized from the adoption date forward for all new stock options granted
      and
      for any outstanding unvested awards as if the fair value method had been applied
      to those awards as of the date of grant.





During
      the three month and nine month periods ended September 30, 2007, we recognized
      $65,406 in stock based compensation expense as part of the general and
      administrative costs of our Company on the issuance of 11,000,000 non-qualified
      stock options to the executives of our Company and to an accounting consultant
      to our Company. The options were granted at $.006 per share which was the
      closing price on the date of grant and vested immediately. The options have
      a
      life of 10 years.





For
      the
      three month and nine month periods ended September 30, 2006, we recognized
      $13,240, and $39,720, respectively, in stock based compensation expense as
      part
      of ongoing operations.





**Interest
      Expense and Financing Costs**





For
      the
      three months ended September 30, 2007, we incurred $1,687 in net interest
      expense compared to $823 in net interest expense and financing costs for the
      three months ended September 30, 2006.





For
      the
      nine month period ended September 30, 2006, we incurred $67,878 in net interest
      expense and financing charges compared to $36,247 for the nine month period
      ended September 30, 2006. The increase is due to the extra interest and costs
      associated with the issuance of warrants and common stock in lieu of the payment
      of financing costs for various interim financing activities. These were incurred
      while the Company sought a longer term financing and strategy alternative to
      its
      declining business activity with the Company’s mouse and related software
      business prior to the Black Diamond investment.





For
      the
      three months ended September 30, 2007, we recorded a gain of $466,203 due to
      the
      reversal of the non-cash expense for the derivative liability of $466,203 from
      the period ended June 30, 2007. (See Note 4 to the financial statements.)





For
      the
      nine months ended September 30, 2007, this reversal eliminated any derivative
      expense for the period. There were no similar derivative charges for the three
      and nine month period ended September 30, 2006.





**Net
      Income (Loss)**





Our
      Company recorded net income of $84,710 for the three month period ended
      September 30, 2007 solely as a result of the reversal of the charge for the
      change in the derivative liability associated with the Nutmeg financing in
      May ,
      2007. This positive net income has no impact on cash and does not reflect the
      operations of the Company.





Our
      Company incurred a net loss of $559,353 for the nine month period ended
      September 30, 2007 including $78,198 in losses from the discontinued mouse
      and
      related computer software business.


14





**Liquidity
      and Cash Position**





**Operating
      Activities**





For
      the
      nine month period ended September 30, 2007 our Company used $433,157 in cash
      to
      fund operating activities. The loss of $559,352 was partially offset by $34,793
      in non-cash charges and a $91,402 net increase in operating assets and
      liabilities.





For
      the
      nine months ended June 30, 2006, the loss of $585,748 was partially offset
      by
      non-cash charges of $407,217 and a net decrease of $27,865 in operating assets
      and liabilities. Cash used by operating activities includes results from our
      computer mouse and software business, which was discontinued as of June 29,
      2007.





**Investing
      Activities**





For
      the
      nine months ended September 30, 2007, our Company used $352,020 in cash for
      new
      property and equipment and used $6,713 in cash as part of the assets transferred
      to Mr. Large, a former officer and director of our Company, on the sale of
      the
      computer mouse and related software in June, 2007.





For
      the
      nine months ended September, 2006, our Company used $1,761 to fund investing
      activities.





**Financing
      Activities**





For
      the
      nine months ended September 30, 2007, our Company realized cash of $1,801,001
      primarily from the sale of common and preferred stock to Black Diamond and
      the
      loan from Nutmeg.





For
      the
      nine months ended September 30, 2006, our Company realized cash of $172,500
      from
      the sale of common stock and $13,250 in net advances from a then related
      party.





Our
      capital requirements including further asset acquisition and an increase 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.




**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**





As
      of the
      date of this Form 10-QSB, we are not a party to any litigation and management
      has no knowledge of any threatened or pending litigation against
      us.




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





During
      the three month period ending September 30, 2007, our Company amended the June
      29, 2007 Share Purchase Agreement (the ‘Purchase Agreement”) under which it sold
      7,500,000 of a new series of its preferred stock designated as Series B
      preferred stock for $540,000 and 35,000,000 shares of its common stock for
      $1,237,600 to Black Diamond for $1,778,000.





The
      Purchase Agreement requires our Company to buy back shares of the Series B
      preferred stock at the option of Black Diamond through a series of monthly
      cash
      payments starting at $50,000 per month in August, 2008 and rising to $200,000
      per month in December, 2011 at a formula purchase price which is a multiple
      of
      the then common share price. The total amount which Black Diamond could require
      our Company to pay should Black Diamond exercise this option completely is
      $6,415,000 over that period.





The
      amendment provided that Black Diamond would exchange the 7,500,000 shares of
      Series B preferred stock for 7,500,000 shares of 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 per one share of
      preferred stock; and c) 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
      its
      option to require the Company to repurchase the preferred stock. 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 any positive net income before
      tax 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 and during the 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.





The
      holders of Series C preferred stock may cast 60 votes per preferred stock share
      whereas a share of common stock has one vote per share on all matters requiring
      a vote of the shareholders.





Our
      Company filed a Certification of Designation with the State of Delaware
      Secretary of State to designate 7,500,000 of its authorized preferred stock
      as
      Series C preferred stock. Subsequent to September 30, 2007, the Company issued
      all 7,500,000 shares of its Series C preferred stock to Black Diamond in
      exchange for Black Diamond’s return of the Series B preferred shares, which were
      cancelled.





Our
      Company had previously designated 700,000 of its preferred shares as Series
      1
      preferred stock. None of that Series 1 preferred stock is currently outstanding.
      Our Company does not have any plans to issue the Series 1 preferred
      stock.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





The
      Note
      for $60,000 due to Nutmeg/Mercury LLLP which was previously reported as in
      default has been renegotiated. See Note 3 to the financial statements.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None
      during the three months ended September 30, 2007.




**ITEM
      5. OTHER INFORMATION**





None.


16





**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:
                February 8, 2008
            By:
            /s/  Richard
                K LauerName:
                Richard K LauerTitle:
                President and Chief Executive Officer
              (Principal
                Executive Officer and Acting Principal AccountingOfficer)


17