**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 December 31, 2007**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE
                ACT





For 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)





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 ox





Our
      Company had 200,120,434 shares of common stock outstanding as of February 1,
      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 months ended
      December 31, 2007 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 quarter ended December 31, 2007. The accretion adjustment
      was correctly recorded in the financial statements in the 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 December
      31, 2007 and an increase in interest expense for the three months ended December
      31, 2007.





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 each of
      the
      three months ended December 31, 2007 $253,922 was 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 ended December 31, 2007
      filed with the Company’s Quarterly Reports on Form 10-QSB for the three months
      ended December 31, 2007, 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 StatementsCondensed
                consolidated balance sheet as of December 31, 2007 (unaudited)
            
            3Condensed
                consolidated statements of operations and other comprehensive loss
                for the
                three months ended December 31, 2007 and 2006 (unaudited)
            
            4Condensed
                consolidated statements of cash flows for the three months ended
                December
                31, 2007 and 2006 (unaudited)
            
            5Notes
                to condensed consolidated financial statements as of December 31,
                2007 and
                2006 (unaudited)
            
            6Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            
            11Item
                3. Controls and Procedures
            
            13PART
                2 - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            13Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            13Item
                3. Defaults Upon Senior Securities
            
            14Item
                4. Submission of Matters to a Vote of Security Holders
            
            14Item
                5. Other Information
            
            14Item
                6. Exhibits
            
            15Signatures
            
            16




2





**PART I
      - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**DECEMBER
      31, 2007**


**(UNAUDITED)**





**(Restated)**ASSETSCurrent
                assets:Cash
            
            $
            331,788Accounts
                receivable
            
            
            8,633Inventory
            
            
            181,093Deposits
                and other current assets
            
            
            175,141Total
                current assets
            
            
            696,655Furniture
                & fixtures
            
            
            197,959Office
                and store equipment
            
            
            404,583Less
                accumulated depreciation
            
            
            (40,335
            )Net
                fixed assets
            
            
            562,207Intangible
                and Other Assets
            
            
            502,649Total
                assets
            
            $
            1,761,511LIABILITIES
                AND STOCKHOLDERS' DEFICIENCYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            500,695Accrued
                interest
            
            
            14,064Capitalized
                lease obligation - current portion
            
            
            67,170Liabilities
                on asset purchase contracts
            
            
            147,290Notes
                payable
            
            
            112,001Total
                current liabilities
            
            
            841,220Capitalized
                lease obligation - long term
            
            
            127,072Preferred
                stock, $.0001 par value, 30,000,000 shares authorized,9,609,044
                Series C shares issued and outstanding,mandatory
                redemption on October 1, 2012 at $.60 per share
            
            
            940,904Total
                liabilities
            
            
            1,909,196Stockholders'
                deficiency:Common
                stock, $.0001 par value, 450,000,000 shares authorized,200,120,434
                shares issued and outstanding
            
            
            20,013Additional
                paid-in capital
            
            
            7,649,664Accumulated
                deficit
            
            
            (7,823,637
            )Other
                comprehensive income
            
            
            6,275Total
                stockholders' deficiency
            
            
            (147,685
            )Total
                liabilities and stockholders' deficiency
            
            $
            1,761,511




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 MONTHS ENDED DECEMBER 31, 2007 AND 2006**


**(UNAUDITED)**




Three
                months ended December 31,(Restated)
              2007
            
            2006Revenue
            
            $
            249,183
            
            $
            -Cost
                of goods sold
            
            
            218,332
            
            
            -Gross
                profit
            
            
            30,851
            
            
            -General
                and administrative expenses
            
            
            774,541
            
            
            78,260Loss
                from continuing operations beforeother
                expense
            
            
            (743,690
            )
            
            (78,260
            )Interest
                expense, net and financing cost
            
            
            (5,496
            )
            
            (715
            )Accretion
                to preferred stock
            
            
            (253,922
            )Loss
                from continuing operationsbefore
                provision for income taxes
            
            
            (1,003,108
            )
            
            (78,975
            )Provision
                for income taxes
            
            
            -
            
            
            -Loss
                from continuing operations
            
            
            (1,003,108
            )
            
            (78,975
            )Loss
                from discontinued operations
            
            
            -
            
            
            (3,486
            )Net
                loss
            
            $
            (1,003,108
            )
            $
            (82,461
            )Net
                loss per common share, basic and dilutedContinuing
                operations
            
            $
            (0.01
            )
            $
            (0.00
            )Discontinued
                operations
            
            
            (0.00
            )
            
            (0.00
            )$
            (0.01
            )
            $
            (0.00
            )Weighted
                average shares outstanding, basic and diluted
            
            
            192,631,549
            
            
            152,232,549Comprehensive
                loss:Net
                Loss
            
            $
            (1,003,108
            )
            $
            (82,461
            )Foreign
                currency translation loss
            
            
            (2,987
            )
            
            (2,508
            )Comprehensive
                loss
            
            $
            (1,006,095
            )
            $
            (84,969
            )




See
      accompanying notes to unaudited condensed consolidated financial
      statements


4





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006**


**(UNAUDITED)**





Three
                Months Ended December 31,(Restated)
              2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (1,003,108
            )
            $
            (82,461
            )Adjustments
                to reconcile net loss to netcash
                used in operating activities:Depreciation
                and amortization
            
            
            150,630
            
            
            7,574Accretion
                to preferred stock
            
            
            253,922
            
            
            -Common
                stock and warrants issued for financing costs
            
            
            -
            
            
            5,000Deferred
                compensation
            
            
            -
            
            
            67,960Changes
                in operating assets and liabilities:(Increase)
                decrease inAccounts
                receivable
            
            
            (7,563
            )
            
            (64,086
            )Inventory
            
            
            (148,196
            )
            
            4,885Prepaid
                expenses
            
            
            (48,789
            )
            
            -Deposits
                and other current assets
            
            
            (167,128
            )
            
            -Increase
                (decrease) inContracts
                payable
            
            
            (430,726
            )
            
            (27,486
            )Accounts
                payable and accrued expenses
            
            
            273,357
            
            
            71,475Net
                cash used in operating activities
            
            
            (1,127,601
            )
            
            (17,139
            )Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            (43,091
            )
            
            -Net
                cash used in investing activities
            
            
            (43,091
            )
            
            -Cash
                flows from financing activities:Proceeds
                from issuance of notes
            
            
            -
            
            
            15,000Proceeds
                from issuance of preferred stock
            
            
            151,968
            
            
            -Proceeds
                from issuance of common stock
            
            
            348,032
            
            
            -Payments
                on capitalized lease obligation
            
            
            (9,482
            )Payments
                on notes payable
            
            
            (15,000
            )
            
            -Repayments
                of advances received from stockholder
            
            
            -
            
            
            (3,000
            )Net
                cash provided by financing activities
            
            
            475,518
            
            
            12,000Effect
                of exchange rate changes on cash
            
            
            (2,987
            )
            
            (5,994
            )Net
                decrease in cash
            
            
            (698,161
            )
            
            (11,133
            )Cash,
                beginning of period
            
            
            1,029,949
            
            
            25,813Cash,
                end of period
            
            $
            331,788
            
            $
            14,680




See
      accompanying notes to unaudited condensed consolidated financial
      statements




5




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED DECEMBER 31, 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.





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 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
      three
      month period ended December 31, 2007 is the first full quarter of operations
      of
      the new business model 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. 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.


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 in this
      regard.





***(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 three months ended December
      31, 2007 and 2006, respectively since the effect would be anti-dilutive. There
      were 148,809,327 and 7,500,000 common stock equivalents at December 31, 2007
      and
      2006, respectively.





***(H)
      Going Concern***





The
      Company’s consolidated financial statements for the three months ended December
      31, 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.





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
      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.




7


***(J)
      Goodwill and Intangible Assets***





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 and other
      intangible assets.





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, 2007, the Company acquired intangible assets including
      covenants-not-to-compete, consulting agreements, and prepaid commission assets
      in conjunction with the tangible asset purchases in Italy. The
      covenant-not-to-compete and the consulting agreements have useful lives of
      one
      year. The prepaid commission asset has a life of two years. For the three months
      ended December 31, 2007, we recognized $116,604 in related amortization
      expense.





The
      amortization expense for the three months ended December 31, 2006 was $5,173,
      all of which was included in discontinued operations.





**NOTE
      4. PREFERRED STOCK**





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock to The 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 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 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 have
      been 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 month period ended December 31, 2007,
      $253,922 was accreted 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 5.
      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 month period ended December
      31, 2006.





**NOTE
      6. SUBSEQUENT EVENTS**





On
      January 17, 2008, Black Diamond funded 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 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% and
      a 5
      year bond equivalent rate of 3.0% on the date of issue.




On
      August
      19, 2008 the management of our Company determined that the Company’s previously
      issued financial statements for the quarter ended December 31, 2007 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 ended December 31, 2007 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 quarter ended December 31,
      2007. The correction resulted in an increase in additional paid in capital
      at
      December 31, 2007 and an increase in interest expense for the three months
      ended
      December 31, 2007. The correction had no cash effect and does not affect the
      total assets, total liabilities, or the total equity of that period as
      originally reported.


9





**Recently
      Accounting Pronouncements**





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





In
      July
      2006, the FASB issued FASB 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.





Required
      annual disclosures include a tabular reconciliation of unrecognized tax benefits
      at the beginning and end of the period; the amount of unrecognized tax benefits
      that, if recognized, would affect the effective tax rate; the amounts of
      interest and penalties recognized in the financial statements; any expected
      significant impacts from unrecognized tax benefits on the financial statements
      over the subsequent 12-month reporting period; and a description of the tax
      years remaining to be examined in major tax jurisdictions. 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.





In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations” (“SFAS No. 141R”). The purpose of issuing the statement is to
      replace current guidance in SFAS No. 141 to better represent the economic value
      of a business combination transaction. The changes to be effected with SFAS
      No.
      141R from the current guidance include, but are not limited to: (1) acquisition
      costs will be recognized separately from the acquisition; (2) known contractual
      contingencies at the time of the acquisition will be considered part of the
      liabilities acquired measured at their fair value; all other contingencies
      will
      be part of the liabilities acquired measured at their fair value only if it
      is
      more likely than not that they meet the definition of a liability; (3)
      contingent consideration based on the outcome of future events will be
      recognized and measured at the time of the acquisition; (4) business
      combinations achieved in stages (step acquisitions) will need to recognize
      the
      identifiable assets and liabilities, as well as noncontrolling interests, in
      the
      acquiree, at the full amounts of their fair values; and (5) a bargain purchase
      (defined as a business combination in which the total acquisition-date fair
      value of the identifiable net assets acquired exceeds the fair value of the
      consideration transferred plus any noncontrolling interest in the acquiree)
      will
      require that excess to be recognized as a gain attributable to the acquirer.
      The
      Company does anticipate that the adoption of SFAS No. 141R will have an impact
      on the way in which business combinations will be accounted for compared to
      current practice. SFAS No. 141R will be effective for any business combinations
      that occur after November 1, 2009.


10


**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 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.





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 we also entered into an agreement to operate
      a store in Rimini, Italy for Telecom Italia.





At
      December 31, 2007 the stores in Trescore, Calcinate, and both the mobile phone
      store and the phone center/internet café in Ravenna were open and generating
      revenue. The store in Remini was not yet opened.





In
      a
      Current Report on Form 8-K 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 Quarterly Report on Form 10-QSB report for the
      quarter ended December 31, 2007.





The
      correction made herein has resulted in an increase in additional paid in capital
      at December 31, 2007 and an increase in interest expense for the three months
      ended December 31, 2007.





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





**RESULTS
      OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006**





**Critical
      Accounting Policies**





The
      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 such Annual Report.




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





Revenues
      for the three months ended December 31, 2007 were $249,183. The stores in
      Trescore, Calcinate, and the mobile phone store in Ravenna were opened all
      three
      months. The internet phone center and internet café store in Ravenna was opened
      in December. The store in Rimini was not open during the period.





Cost
      of
      goods sold for ongoing operations for the three months ended December 31, 2007
      was $218,332.





Gross
      profit from ongoing operations for the three month period ended December 31,
      2007 was $30,851.





As
      the
      Designer Appliances business has been 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 months ended December
      31, 2006.


11


**General
      and Administrative Expenses**





For
      the
      three months ended December 31, 2007 and 2006, general administrative expenses
      from continuing operations were $774,541 and $78,260 respectively. The increase
      in general and administrative expense is due to the change in business model
      of
      our Company from a single product focus to a far more extensive retail and
      wholesale operation.





General
      and administrative expenses for ongoing operations for the three months ended
      December 31, 2007 included consulting services of $50,085, executive
      compensation of $58,764, professional fees of $52,611, rent of $66,432, payroll
      of $132,268, and noncash charges for depreciation of $34,026 and for
      amortization of $116,604.





General
      and administrative expense for ongoing operations for the three months ended
      December 31, 2006 included stock-based compensation of $42,290, professional
      fees of $49,239, rent of $6,417, and non-cash charges for depreciation of
      $227.





**Stock-Based
      Compensation**





For
      the
      three months ended December 31, 2007 and 2006, respectively, our Company
      incurred $0 and $42,490 in stock-based compensation expense.





**Interest
      Expense and Financing Costs**





For
      the
      three months ended December 31, 2007 and 2006, respectively, our Company
      incurred $5,496 and $715 in interest and financing costs.





In
      addition, for the three months ended December 31, 2007, our Company recognized
      $253,922 in non-cash accretion expense to the preferred stock (see Note 4 of
      the
      Notes to the Consolidated Financial Statements).





**Net
      Loss**





Our
      Company recorded a net loss of $1,003,108 for the three months ended December
      31, 2007 and a net loss of $82,461 for the three months ended December 31,
      2006,
      of which $3,486 was the loss associated with the discontinued operations of
      the
      computer mouse business.





**Liquidity
      and Cash Position**





**Operating
      Activities**





For
      the
      three months ended December 31, 2007, our Company used $1,127,601 in cash to
      fund operating activities. Cash required for the loss of $1,003,108 was
      partially offset by $404,552 in non-cash charges. Cash was also required to
      support the increase of $529,045 in net current assets to support the increase
      in store activity: $148,196 increase in inventory; $48,789 increase in prepaid
      expense, and a $167,128 increase in deposits and other current
      assets.





For
      the
      three months ended December 31, 2006, our Company used $17,139 in cash to fund
      operating activities. Cash required for the loss of $82,461 was partially offset
      by $80,534 in non cash charges. Cash was also required to support the increase
      of $15,212 in net current assets.





**Investing
      Activities**





For
      the
      three months ended December 31, 2007, our Company used $43,091 in cash for
      new
      equipment. There was no investment activity for the three months ended December
      31, 2006.





**Financing
      Activities**





For
      the
      three months ended December 31, 2007, our Company received net cash of $475,518
      from financing activities. The sale of common and preferred stock for $500,000
      was offset by $24,482 in payments on the capitalized lease and the payoff of
      a
      short-term demand note.





For
      the
      three months ended December 31, 2006, our Company received net cash of $12,000
      cash from financing activities. The $15,000 in proceeds from a short-term demand
      note was offset by a $3,000 payment of an advance received from a
      stockholder.


12


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.





**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**





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 stock for $75,984 directly to  The
      Melanie S. Altholtz Irrevocable Trust which is an investor in Black Diamond.
      The
      shares were issued in a transaction which was exempt from the registration
      requirements of the Securities Act of 1933, as amended (the “Securities Act”) by
      virtue of an exemption provided by Section 4 (2) of the Act for transactions
      not
      involving a public offering. 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 stock
      for $75,984 to Black Diamond. The shares were issued in a transaction which
      was
      exempt from the registration requirements of the Securities Act by virtue of
      an
      exemption provided by Section 4 (2) of the Act for transactions not involving
      a
      public offering. 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 as reported in the Company’s SEC filings in the June 29, 2007 stock
      purchase agreement.


13


**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





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





An
      annual
      meeting of the stockholders was held on November 27, 2007. Stockholders of
      record on October 2, 2007 were entitled to vote.





All
      directors were re-elected to serve for one year or until their successors are
      duly qualified and elected. The following table sets forth the number of votes
      cast for or abstaining from the election of each nominee. No votes were cast
      against the election if any nominee.





Nominee
            
            For
            
            AbstainGeorge
                Stevens
            
            
            555,197,679
            
            
            6,640,500Carmine
                Castellano
            
            
            555,161,230
            
            
            6,676,949Dr.
                Harvey Altholtz
            
            
            555,460,150
            
            
            6,378,029





In
      addition to the election of the directors, there were four proposals put before
      the meeting. The following sets forth the votes cast for, against and abstaining
      from each proposal.




Proposal
            
            For
            
            No
            
            Abstain·Increase the number of authorized shares of common stock from 250
                million
                to 450 million
            
            
            548,589,154
            
            
            11,072,653
            
            
            2,176,369·Increase the number of authorized shares of preferred stock from
                20
                million to 30 million
            
            
            502,597,740
            
            
            3,729,954
            
            
            55,510,485·Change the name of the Company to ICC Worldwide, Inc.
            
            
            554,757,679
            
            
            360,864
            
            
            6,719,636·Ratify Holtz Rubenstein Reminick LLP as the Company’s outside auditor for
                the 2007 fiscal year
            
            
            553,100,876
            
            
            198,125
            
            
            8,539,178





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.


**ITEM
      5. OTHER INFORMATION**





None.


14


**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.*




15





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, Jr.Scott
                  K Anderson, Jr.
              Corporate
                Secretary




16