**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 June 30,
                2008**





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





Commission
      file number 0-25417





**ICC
      WORLDWIDE, INC.**


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





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





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


(Address
      of principal executive offices)





**949/200-7569**


(Issuer's
      Telephone Number)





N/A


(Former
      Name, Former Address and Former Fiscal Year,


if
      Changed Since Last Report)





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes x No o





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


Yes o No x





Our
      Company had 200,120,434 shares of common stock outstanding as of August 11,
      2008.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):


Yes o No x




1





INDEX




PART
                  1 - FINANCIAL INFORMATIONItem
                  1: Financial StatementsCondensed
                  consolidated balance sheet as of June 30, 2008 (unaudited)
              
              
              3Condensed
                  consolidated statements of operations and other comprehensive income
                  (loss) for the three months and nine months ended June 30, 2008
                  and 2007
                  (unaudited)
              
              
              4Condensed
                  consolidated statements of cash flows for the nine months ended
                  June 30,
                  2008 and 2007 (unaudited)
              
              
              5Notes
                  to condensed consolidated financial statements as of June 30, 2008
                  and
                  2007 (unaudited)
              
              
              6Item
                  2. Management's Discussion and Analysis or Plan of
                  Operation
              
              
              13Item
                  3. Controls and Procedures
              
              
              16PART
                  2 - OTHER INFORMATIONItem
                  1. Legal Proceedings
              
              
              17Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              17Item
                  3. Defaults Upon Senior Securities
              
              
              17Item
                  4. Submission of Matters to a Vote of Security Holders
              
              
              17Item
                  5. Other Information
              
              
              17Item
                  6. Exhibits
              
              
              17Signatures
              
              
              18




2




**PART I
      - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**JUNE
      30, 2008**


**(UNAUDITED)**


ASSETSCurrent
                    assets:Cash
                
                $
                98,786Accounts
                    Receivable
                
                
                8,853Inventory
                
                
                123,090Deposits
                    and other current assets
                
                
                153,563Total
                    current assets
                
                
                384,292Furniture
                    & fixtures
                
                
                210,229Office
                    and store equipment
                
                
                434,949Less
                    accumulated depreciation
                
                
                (116,762
                )Net
                    fixed assets
                
                
                528,416Intangible
                    assets - net
                
                
                214,724Deferred
                    financing costs - net
                
                
                100,470Other
                    assets
                
                
                39,250Total
                    assets
                
                $
                1,267,152LIABILITIES
                    AND STOCKHOLDERS' DEFICITCurrent
                    liabilities:Accounts
                    payable and accrued expenses
                
                $
                419,143Accrued
                    interest
                
                
                37,514Capitalized
                    lease obligation - current portion
                
                
                74,800Notes
                    payable
                
                
                112,001Total
                    current liabilities
                
                
                643,458Capitalized
                    lease obligation - long term
                
                
                98,203Preferred
                    stock, $.0001 par value, 30,000,000 shares authorized,9,609,044
                    Series C issued and outstanding, includes accretion of
                    $766,106,mandatory
                    redemption on October 1, 2012 at $.60 per share
                
                
                1,448,748Note
                    Payable
                
                
                1,600,000Total
                    liabilities
                
                
                3,790,409Stockholders'
                    deficit:Common
                    stock, $.0001 par value, 450,000,000 shares authorized,200,120,434
                    shares issued and outstanding
                
                
                20,012Additional
                    paid-in capital
                
                
                7,760,975Accumulated
                    deficit
                
                
                (10,304,244
                )Total
                    stockholders' deficit
                
                
                (2,523,257
                )Total
                    liabilities and stockholders' deficit
                
                $
                1,267,152
 See
          accompanying notes to unaudited condensed consolidated financial
          statements




3





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**AND
      OTHER COMPREHENSIVE LOSS**


**FOR
      THE THREE MONTH AND NINE MONTHS ENDED JUNE 30, 2008 AND
      2007**


**(UNAUDITED)**


Three
                      months ended June 30,
                  
                  Nine
                      months ended June 30,2008
                  
                  2007
                  
                  2008
                  
                  2007Revenue
                  
                  $
                  417,255
                  
                  $
                  -
                  
                  $
                  1,039,906
                  
                  $
                  -Cost
                      of goods sold
                  
                  
                  309,114
                  
                  
                  -
                  
                  
                  876,165
                  
                  
                  -Gross
                      profit
                  
                  
                  108,141
                  
                  
                  -
                  
                  
                  163,741
                  
                  
                  -General
                      and administrative expenses
                  
                  
                  976,696
                  
                  
                  59,982
                  
                  
                  2,801,986
                  
                  
                  172,231Loss
                      from continuing operations beforeother
                      expense
                  
                  
                  (868,555
                  )
                  
                  (59,982
                  )
                  
                  (2,638,245
                  )
                  
                  (172,231
                  )Interest
                      expense, net and financing cost
                  
                  
                  (58,547
                  )
                  
                  (65,684
                  )
                  
                  (92,967
                  )
                  
                  (66,906
                  )Accretion
                      to preferred stock
                  
                  
                  (253,922
                  )
                  
                  
                  
                  
                  (761,766
                  )Fair
                      value of derivative liability
                  
                  
                  
                  
                  
                  (466,203
                  )
                  
                  
                  
                  
                  (466,203
                  )Loss
                      from continuing operationsbefore
                      provision for income taxes
                  
                  
                  (1,181,024
                  )
                  
                  (591,869
                  )
                  
                  (3,492,978
                  )
                  
                  (705,340
                  )Provision
                      for income taxes
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Loss
                      from continuing operations
                  
                  
                  (1,181,024
                  )
                  
                  (591,869
                  )
                  
                  (3,492,978
                  )
                  
                  (705,340
                  )Loss
                      from discontinued operations
                  
                  
                  -
                  
                  
                  (5,951
                  )
                  
                  -
                  
                  
                  (21,185
                  )Net
                      loss
                  
                  $
                  (1,181,024
                  )
                  $
                  (597,820
                  )
                  $
                  (3,492,978
                  )
                  $
                  (726,525
                  )Net
                      loss per common share, basic and dilutedContinuing
                      operations
                  
                  $
                  (0.01
                  )
                  $
                  (0.00
                  )
                  $
                  (0.02
                  )
                  $
                  (0.00
                  )Discontinued
                      operations
                  
                  
                  -
                  
                  
                  (0.00
                  )
                  
                  -
                  
                  
                  (0.00
                  )$
                  (0.01
                  )
                  $
                  (0.00
                  )
                  $
                  (0.02
                  )
                  $
                  (0.00
                  )Weighted
                      average shares outstanding, basic and diluted
                  
                  
                  200,120,434
                  
                  
                  153,423,834
                  
                  
                  197,605,918
                  
                  
                  153,288,838Comprehensive
                      loss:Net
                      loss
                  
                  $
                  (1,181,024
                  )
                  $
                  (597,820
                  )
                  $
                  (3,492,978
                  )
                  $
                  (726,525
                  )Foreign
                      currency translation loss
                  
                  
                  -
                  
                  
                  (2,869
                  )
                  
                  -
                  
                  
                  (5,377
                  )Comprehensive
                      income (loss)
                  
                  $
                  (1,181,024
                  )
                  $
                  (600,689
                  )
                  $
                  (3,492,978
                  )
                  $
                  (731,902
                  )


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 JUNE 30, 2008 AND 2007**


**(UNAUDITED)**


Nine
                      Months Ended June 30,2008
                  
                  2007Cash
                      flows from operating activities:Net
                      loss
                  
                  $
                  (3,492,978
                  )
                  $
                  (726,525
                  )Adjustments
                      to reconcile net loss to netcash
                      used in operating activities:Gain
                      on disposition of assets
                  
                  
                  -
                  
                  
                  (110,369
                  )Depreciation
                      and amortization
                  
                  
                  459,690
                  
                  
                  18,998Accretion
                      to preferred stock
                  
                  
                  761,766
                  
                  
                  -Security
                      deposit applied to rent
                  
                  
                  -
                  
                  
                  5,310Common
                      stock and warrants issued for services
                  
                  
                  -
                  
                  
                  95,400Deferred
                      equity costs
                  
                  
                  -
                  
                  
                  211,840Deferred
                      compensation
                  
                  
                  -
                  
                  
                  (233,880
                  )Stock
                      and warrants issued for financing
                  
                  
                  -
                  
                  
                  60,000Derivative
                      liability
                  
                  
                  -
                  
                  
                  466,203Warrants
                      repriced
                  
                  
                  -
                  
                  
                  18Changes
                      in operating assets and liabilities:(Increase)
                      decrease inAccounts
                      receivable
                  
                  
                  (7,783
                  )
                  
                  (18,835
                  )Inventory
                  
                  
                  (90,193
                  )
                  
                  5,035Prepaid
                      expenses
                  
                  
                  (134,648
                  )
                  
                  (3,500
                  )Deposits
                      and other current assets
                  
                  
                  (39,250
                  )
                  
                  (2,015
                  )Increase
                      (decrease) inCustomer
                      advances
                  
                  
                  -
                  
                  
                  (25,887
                  )Contracts
                      payable
                  
                  
                  (578,016
                  )
                  
                  -Accounts
                      payable and accrued expenses
                  
                  
                  215,255
                  
                  
                  40,808Net
                      cash used in operating activities
                  
                  
                  (2,906,157
                  )
                  
                  (217,399
                  )Cash
                      flows from investing activities:Cash
                      retained by former subsidiary
                  
                  
                  -
                  
                  
                  (6,710
                  )Sale
                      of property and equipment
                  
                  
                  39,500
                  
                  
                  -Purchase
                      of property and equipment
                  
                  
                  (118,785
                  )
                  
                  -Net
                      cash used in investing activities
                  
                  
                  (79,285
                  )
                  
                  (6,710
                  )Cash
                      flows from financing activities:Loans
                      from officers
                  
                  
                  -
                  
                  
                  22,000Payments
                      on loans from officers
                  
                  
                  -
                  
                  
                  (27,000
                  )Proceeds
                      from issuance of notes
                  
                  
                  -
                  
                  
                  15,000Proceeds
                      from issuance of preferred stock
                  
                  
                  151,968
                  
                  
                  -Proceeds
                      from issuance of common stock
                  
                  
                  348,032
                  
                  
                  -Proceeds
                      from issuance of notes and loans
                  
                  
                  1,600,000
                  
                  
                  208,000Payments
                      on capitalized lease obligation
                  
                  
                  (30,721
                  )
                  
                  -Payments
                      on notes payable
                  
                  
                  (15,000
                  )
                  
                  -Advances
                      received from stockholder
                  
                  
                  -
                  
                  
                  2,000Repayments
                      of advances received from stockholder
                  
                  
                  -
                  
                  
                  (5,000
                  )Net
                      cash provided by financing activities
                  
                  
                  2,054,279
                  
                  
                  215,000Effect
                      of exchange rate changes on cash
                  
                  
                  -
                  
                  
                  (9,098
                  )Net
                      decrease in cash
                  
                  
                  (931,163
                  )
                  
                  (18,207
                  )Cash,
                      beginning of period
                  
                  
                  1,029,949
                  
                  
                  25,813Cash,
                      end of period
                  
                  $
                  98,786
                  
                  $
                  7,606Non-Cash
                      Financial Information:Treasury
                      stock acquired in exchange for assets and liabilitiesof
                      discontinued operations
                  
                  $
                  -
                  
                  $
                  17,000Net
                      liabilites of discontinued operations
                  
                  
                  
                  
                  
                  93,369Converstion
                      of 420,000 shares of Series 1 preferred stock toto
                      440,000 shares of common stock
                  
                  
                  
                  
                  
                  44
 See
            accompanying notes to unaudited condensed consolidated financial
            statements.
  5





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007**


**(UNAUDITED)**





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





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





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





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





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





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





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





The
      nine
      months ended June 30, 2008 is the first nine months of operations of our
      business model and may not be indicative of future operating
      results.


6


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





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





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





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




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





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





***(C)
      Revenue Recognition***





The
      Company’s retail and wholesale products and services are sold primarily for
      cash. Revenue is recognized at the time the products or services are sold.
      Revenue is recognized when no right of return exists.





The
      Company also earns revenue for line traffic and sales promotion incentives
      from
      telephone wholesale suppliers during specific periods. Revenue is recognized
      when a statement of such line traffic activity and promotional incentives is
      received from the telephone wholesale supplier or can be reasonably estimated.
      Traffic incentives are generally earned each month, but received every two
      months; promotional incentives are generally earned every month, but received
      every four months.





***(D)
      Accounts Receivable***





Accounts
      receivable are for line traffic and promotion incentives from telephone
      wholesale suppliers and are based on the amount of line traffic and promotional
      sales activity during the specific period. The Company has not recorded an
      allowance against these 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 subsidiary have been re-measured in
      accordance with Financial Accounting Standards Board Statement of Financial
      Accounting Standards No. 52 “ *Foreign
      Currency Translation”* .
      The
      re-measurement process requires the use of historical exchange rates between
      the
      foreign currency and the US dollar currency in the presentation of the financial
      statements of certain non-monetary accounts. All exchange gains and losses
      from
      re-measurement of the non-monetary assets are included in the income statement
      for the appropriate period.


7


***(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
      and
      nine months ended June 30, 2008 and 2007, respectively, since the effect would
      be anti-dilutive. There were 166,009,051 and 7,500,000 common stock equivalents
      at June 30, 2008 and 2007, respectively.





***(H)
      Going Concern***





The
      Company’s consolidated financial statements for the nine months ended June 30,
      2008 have been prepared on a going concern basis, which contemplates the
      realization of assets and the settlement of liabilities and commitments in
      the
      normal course of business.





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





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





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





***(J)
      Intangible Assets***





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





***(K)
      Deferred Financing Costs***





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





**NOTE
      3. PREFERRED STOCK**





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock to Adamas. 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 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 Adamas’ right to require our Company to begin
      repurchasing the Series B preferred stock in August, 2008. In the Amended
      Purchase Agreement Adamas agreed to exchange the Series B preferred stock for
      a
      new Series C preferred stock. The Series C preferred stock provided for a)
      a
      liquidation price for the preferred shares of $.60 per share, b) the option
      to
      convert the Series C shares to common shares at the rate of 10 shares of common
      stock for each share of Series C preferred stock, and c) the mandatory
      redemption of any outstanding Series C preferred stock on October 1, 2012 at
      the
      liquidation price. In return, Adamas 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 Adamas 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. Adamas must notify the
      Company during each quarter if it elects to exercise its option for that quarter
      only. Payments are due to Adamas 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 Adamas,
      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
      Adamas. The transaction mirrors the June 29, 2007 sale of stock to Adamas 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 Adamas. The transaction was structured as an
      amendment to the June 29, 2007 sale of stock to Adamas and includes the option
      for Adamas to require our Company to buy back the shares of the Series C
      preferred stock at $1 per share starting in the third calendar quarter of 2008.
      Under the December 17, 2007 amendment, the Company could be required to use
      23%
      of the Company’s quarterly pre-tax net income as reported in the Company’s SEC
      filings for that purchase, which is an increase from 20% of the Company’s
      quarterly pre-tax net income set forth in the September 28, 2007 amendment
      to
      the purchase agreement.





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





The
      issuance of the Series C preferred stock was accounted for as a liability in
      accordance with SFAS No. 150, *“Accounting
      For Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity”* .
      EITF
      D-98 *“Classification
      and Measurement of Redeemable Securities”* requires
      that the difference between the carrying amount of the preferred stock and
      the
      mandatory redemption value be accreted over time in order that the carrying
      value of the preferred stock equal its mandatory redemption value at the
      mandatory redemption date. For the three and nine months ended June 30, 2008,
      $253,922 and $766,106 was accreted, respectively, to the carrying value of
      the
      preferred stock for this purpose.





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.


9


**NOTE
      4. DISCONTINUED OPERATIONS**





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





The
      results of operations of the computer mouse and software business have been
      presented as discontinued operations for the three and nine months ended June
      30, 2007.




**NOTE
      5. NOTE PAYABLE TO ADAMAS**





On
      January 17, 2008, Adamas funded the first of several tranches of a total fully
      secured loan of $1,500,000 for use as working capital by the Company. The loan
      bears interest of 10% per annum. The loan requires monthly payments of interest
      only for the first 24 months then monthly payments of interest and principal
      based on a 20 year amortization for the next 36 months. Principal and interest
      are all due in payable on or before the 60 th month
      anniversary of this secured loan. At June 30, 2008, Adamas had advanced all
      the
      funds under this secured loan.





On
      January 17, 2008 the Company and Adamas 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 Adamas 15,000,000 warrants to purchase the
      Company’s common stock at $.01 per share. The warrants have a life of 5
      years. The fair value of the warrants on the date of grant was $111,310
      computed using the Black-Scholes valuation model with a historical volatility
      rate of 162%, zero dividend payment, and a 5 year bond equivalent rate of 3.0%
      on the date of issue. The $111,310 fair value of the warrants on the date of
      grant is being amortized over the life of the underlying preferred stock which
      has a mandatory redemption date of October 1, 2012. During the three and nine
      months ended June 30, 2008, we amortized $5,910 and $10,840 respectively, to
      interest expense in this regard.





**NOTE
      6. SUBSEQUENT EVENTS**





On
      July
      9, 2008 the Company and Adamas amended for the fifth time (“Fifth Amendment”),
      the original share purchase agreement dated June 29, 2007 under which Adamas
      has
      purchased a total of 39,921,267 shares of common stock and a total of 8,554,552
      shares of Series C preferred stock. The Fifth Amendment changes the minimum
      requirement for net income before income taxes above which Adamas can cause
      the
      Company to repurchase shares of Series C stock from Adamas per quarter at $1
      per
      share from any positive net income before tax to $50,000 in net income before
      tax. The Fifth Amendment also gives the Company the right to call up to 50%
      of
      the number of shares of Series C preferred stock held by Adamas on July 9,
      2008
      at any time and from time to time for the designated liquidation price of the
      preferred stock which is $.60 per share.





On
      July
      9, 2008 the Company and The Melanie S. Altholtz Irrevocable Trust (“Altholtz
      Trust”) amended the original stock purchase agreement of December 3, 2007 under
      which the Altholtz Trust purchased 4,921,267 shares of common stock and
      1,054,522 shares of Series C preferred stock. This amendment changes the minimum
      requirement for net income before income taxes above which the Altholtz Trust
      can cause the Company to repurchase shares of Series C stock from the Altholtz
      Trust per quarter at $1 per share from any positive net income before tax to
      $50,000 in net income before tax. The amendment also gives the Company the
      right
      to call up to 50% of the number of shares of Series C preferred stock held
      by
      the Altholtz Trust on July 9, 2008 at any time and from time to time for the
      designated liquidation price of the preferred stock which is $.60 per share.





The
      entering into the above amendments by the parties was part of the conditions
      required by The Stealth Fund, LLLP (the “Stealth Fund”) and The Karyn M. Blaise
      Irrevocable Trust (“Blaise Trust”) to lend funds to the Company as
      follows.


10


On
      July
      9, 2008 the Stealth Fund and the Blaise Trust each committed to loan the Company
      $300,000 pursuant to a $300,000 Convertible Note issued by the Company to each
      lender. Adam Altholtz is the Trustee of both the Blaise Trust and the Altholtz
      Trust which purchased common and preferred stock of the Company in December
      2007. Wealth Strategy Partners is the general partner of both the Stealth Fund
      and Adamas, the latter of which holds a controlling voting interest in the
      Company. Adam Altholtz is the general partner of Wealth Strategy Partners.
      Adam
      Altholtz is the son of Dr. Harvey Altholtz who is a Director of the
      Company.





On
      June
      27, 2008, the Company received an advance of $100,000 from the Blaise Trust
      pending the finalization of documentation for the loan which occurred on July
      9,
      2008. On July 11, 2008, the Company received $100,000 from The Stealth Fund
      under this arrangement. The Blaise Trust and The Stealth Fund each remain
      obligated to loan an additional $200,000 to the Company.





Each
      note
      matures on June 30, 2010, is unsecured, and provides that the outstanding
      principal balance of such note bears interest at 10% per year. The first three
      months of interest is deferred with the first payment of monthly interest due
      November 1, 2008. The Company has the right to prepay the note at any time
      without penalty. Each note is convertible into shares of the Company’s common
      stock at a conversion rate of $.007 per share, which rate is subject to
      adjustment for share splits and consolidations. The notes contain a provision
      (which may be waived upon 61 days prior written notice) that the outstanding
      principal amount of the notes may not be converted into shares to the extent
      that such conversion would result in the payee having beneficial ownership
      of
      the Company’s Common Stock of more than 4.99% (such beneficial ownership and
      percentage of beneficial ownership being determined in accordance with SEC
      Rule
      13d-3). An event of default would occur under each note if the Company fails
      to
      make any payment required by the note within five days after written notice
      from
      the holder of the note, becomes insolvent, bankrupt, or in general fails to
      pay
      its bills on time, or violates a covenant in the note which remains uncured
      after 20 days notice.  After the occurrence of an event of default, the
      outstanding principal balance and all past due interest will bear interest
      at
      the rate of 18% until paid.





On
      July
      9, 2008 Adamas signed the first addendum (“First Addendum”) to the Company’s
      Promissory Note dated January 15, 2008 to Adamas (the “Adamas Note”) which
      evidences a $1,500,000 loan to the Company made on that date. The Adamas Note
      has a term of five years. During the first two years of the term of the Adamas
      Note, the Company is obligated to pay only interest on a monthly basis. The
      First Addendum allows the Company to defer the interest otherwise due each
      month
      through the interest only period without penalty starting with the interest
      otherwise due in June, 2008.





**Recent
      Accounting Pronouncements**





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





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





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


11


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





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





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





In
      May of
      2008, the FASB issued SFASB No.162, *“The
      Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
      162”). The pronouncement mandates the GAAP hierarchy reside in the accounting
      literature as opposed to the audit literature. This has the practical impact
      of
      elevating FASB Statements of Financial Accounting Concepts in the GAAP
      hierarchy. This pronouncement will become effective 60 days following SEC
      approval. The Company does not believe this pronouncement will impact its
      financial statements.


12


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





**FORWARD
      LOOKING STATEMENTS**





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





**OVERVIEW**





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





The
      proceeds of the financing by Adamas 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, 2007 we also entered into an agreement
      to
      operate a store in Rimini, Italy for Telecom Italia.





In
      June
      2008, we opened a store in Lido Adriano bringing to five the number of
      telecommunications stores (internet services, telephone calling cabinets, cell
      phones, and phone cards) open and generating revenue. At the end of June, 2008,
      we had also completed most of the work to begin wholesale operations involving
      stores not owned or operated by the Company.





**RESULTS
      OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30,
      2008.**





**Critical
      Accounting Policies**





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


13
  **Exchange
        Rate Activity**





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


US
                  $ to Euro
              
              
              Three
                  Months EndedSeptember
                  30, 2007
              
              
              Three
                  Months Ended
                December
                  31, 2007
              
              
              Six
                  Months EndedMarch
                  31, 2008
              
              
              Nine
                  Months EndedJune
                  30, 2008Ending
                  Rate
              
              
              1.4272
              
              
              1.4729
              
              
              1.5800
              
              
              1.5799Weighted
                  Average Rate for the Period
              
              
              1.3742
              
              
              1.4485
              
              
              1.4730
              
              
              1.5030




As
      the
      Designer Appliances computer mouse and related software business was transferred
      and is being accounted for as discontinued operations, there were no revenues,
      cost of goods sold or gross profit from continuing operations to report for
      the
      three and nine months ended June 30, 2007. Thus, in the following discussion
      of
      revenues, cost of goods sold, and gross profit, comparison is made between
      the
      three months ended June 30, 2008 and the three months ended March 31, 2008.
      The
      discussion of general and administrative expenses and interest and financing
      costs comparison is made between the three and nine months ended June 30, 2008
      and June 30, 2007.





**Revenue**





Revenues
      increased $43,787 or 11.7% to $417,255 for the three months ended June 30,
      2008
      from $373,468 for the three months ended March 31, 2008. This increase reflects
      the higher tempo of activity, the additional store in Lido Adriano and the
      start
      up of ICC Italy’s wholesale activities.





**Cost
      of Goods Sold**





Cost
      of
      goods sold decreased $39,605 or 11.4% to $309,114 for the three months ended
      June 30, 2008 from $348,719 for the three months ended March 31, 2008. The
      decrease reflects the continued shift to telecom related products as well as
      a
      program of better control and management of purchasing and inventory begun
      in
      March, 2008.





**Gross
      Profit**





Gross
      profit increased $83,392 to $108,141 for the three months ended June 30, 2008
      from $24,729 for the three months ended March 31, 2008. The increase reflects
      the continued shift to telecom related products as well as a program of better
      control and management of purchasing and inventory begun in March, 2008.





**General
      and Administrative Expenses**





General
      and administrative expenses increased to $976,696 for the three months
      ended June 30, 2008 from $59,982 for the three months ended June 30, 2007.
      This
      increase reflects the active continuing operations at ICC Italy in the three
      months ended June 30, 2008 as compared to the lack of continuing operations
      in
      three months ended June 30, 2007 as the Company searched for additional capital
      eventually selling its prior business on June 29, 2007.




Included
      in the general and administrative expenses for the three months ended June
      30,
      2008 are $203,802 in expenses associated with the efforts of the prior
      management group of ICC Italy to acquire a company in the Republic of San Marino
      which is an independent enclave in Italy. The prior management group in ICC
      Italy began the acquisition process believing that there were certain tax
      advantages to operating a company in San Marino while doing business in Italy.
      Due to the new tax treaty between Italy and San Marino, those tax advantages
      are
      no longer as attractive. As a result, our Company concluded that there were
      no
      continuing advantages to the arrangement and abandoned the acquisition effort.





14




General
      and administrative expenses for ongoing operations for the three months ended
      June 30, 2008 included executive compensation of $105,525, professional fees
      of
      $53,893, rent of $53,387, payroll of $300,962, noncash charges for depreciation
      of $34,773 and for amortization of $114,946, as well as a loss on the
      re-measurement of non-monetary assets of $4,463. The Company incurred no
      consulting expenses in the three months ended June 30, 2008.





General
      and administrative expenses for ongoing operations for the three months ended
      June 30, 2007 included consulting expenses of $0, executive compensation of
      $29,588, stock-based compensation of $0, professional fees of $23,126, rent
      of
      $0, and non-cash charges for depreciation of $227.





General
      and administrative expenses increased to $2,801,986 for the nine months ended
      June 30, 2008 from $172,231 for the nine months ended June 30, 2007. This
      increase reflects the active continuing operations at ICC Italy in the nine
      months ended June 30, 2008 as compared to the lack of continuing operations
      in
      nine months ended June 30, 2007 as the Company searched for additional capital
      eventually selling its prior business on June 29, 2007.




General
      and administrative expenses for ongoing operations for the nine months ended
      June 30, 2008 included consulting expenses of $92,250, executive compensation
      of
      $185,748, professional fees of $185,941, rent of $194,720, payroll of $721,921,
      non-cash charges for depreciation of $104,011 and for amortization of $344,838
      as well as a loss on the re-measurement of non-monetary assets of $59,910 and
      the write off of $203,802 in expenses incurred to date to acquire a company
      in
      the Republic of San Marino.





General
      and administrative expenses for ongoing operations for the nine months ended
      June 30, 2007 included consulting expenses of $0, executive compensation of
      $29,604, stock based compensation of $13,240, professional fees of $88,005,
      rent
      of $11,914, and non-cash charges for depreciation of $682.




**Interest
      Expense and Financing Costs**





Interest
      expense and financing costs decreased $7,137 or 10.8% to $58,547 for the three
      months ended June 30, 2008 from $65,684 for the three months ended June 30,
      2007. The interest and financing costs for the three months ended June 30,
      2008
      represents $5,910 in amortized interest expense associated with the issuance
      of
      15,000,000 warrants to Adamas as part of the consideration for loan obtained
      from Adamas on January 15, 2008, $33,667 paid and accrued interest on the note
      payable to Adamas as well as $2,302 in accrued interest on the note payable
      to
      the Nutmeg Group. The Company also recorded a non cash financing expense of
      $253,922 for accretion to the preferred stock for the period. See Note
      3.





Interest
      expense and financing costs increased $26,061 or 39% to $92,967 for the nine
      months ended June 30, 2008 from $66,906 for the nine months ended June 30,
      2007.
      The interest and financing costs include $10,840 in amortized interest expense
      associate with the issuance of 15,000,000 warrants to Adamas as part of the
      consideration for loan obtained from Adamas on January 15, 2008, $49,097 in
      paid
      and accrued interest on the note payable to Adamas, $6,523 in accrued interest
      expense on the note payable to the Nutmeg Group obtained in May, 2007, and
      $14,998 in capital lease interest expense. The Company also recorded a non
      cash
      financing expense of $761,766 for accretion to the preferred stock for the
      period. See Note 3.





The
      interest expense for the three and nine months ended June 30, 2007 represents
      primarily the costs of warrants and other short term borrowing costs incurred
      while the Company searched for additional capital. In May, 2007, the Company
      gave a note for $60,000 to the Nutmeg Group which was convertible into shares
      of
      common stock of the Company. The Company recorded the fair value of the
      derivative liability of $466,203 in recognition of the convertible provision
      of
      the note at that time.





**Net
      Loss**





Our
      Company recorded a net loss of $1,181,204 for the three months ended June 30,
      2008 and a net loss of $3,492,978 for the nine months ended June 30, 2008.





Our
      Company recorded a net loss of $597,820 and $726,525 for the three and nine
      months ended June 30, 2007, respectively, of which $5,951 and $21,185,
      respectively, were the losses associated with the discontinued operations of
      the
      computer mouse business and $466,203 was the non cash charge for the derivative
      liability associated with the convertible note negotiated in May,
      2007.




15


**Liquidity
      and Cash Position**





**Operating
      Activities**





For
      the
      nine months ended June 30, 2008, our Company used $2,906,157 in cash to fund
      operating activities. Cash required for the loss of $3,492,978 was partially
      offset by $1,221,456 in non-cash charges. Cash was also required to support
      the
      increase of $634,635 in net current assets including an increase of $7,783
      in
      accounts receivable, an increase of $90,193 in inventory, an increase of
      $173,898 in deposits and prepaid expenses, and $578,016 to pay contracts due,
      all offset by an increase of $215,255 in accounts payable.





For
      the
      nine months ended June 30, 2007, our Company used $217,399 in cash to fund
      operating activities. Cash required for the loss of $726,525 was partially
      offset by $513,520 in non-cash charges. Cash was also required to support the
      increase of $4,394 in net current assets.





**Investing
      Activities**





For
      the
      nine months ended June 30, 2008, our Company used $118,785 in cash to purchase
      additional store equipment and fixtures. Our Company also received $39,500
      in
      cash on the sale of assets related to the Calcinate store.





For
      the
      nine months ended June 30, 2007, our Company had no investment activity. $6,710
      in cash was retained on the sale of a former subsidiary in June,
      2007.





**Financing
      Activities**





For
      the
      nine months ended June 30, 2008 our Company received net cash of $2,054,279
      from
      financing activities. We sold common and preferred stock for $500,000 and
      received $1,600,000 in loan proceeds. This was offset by $30,721 in payments
      on
      the capitalized lease and the $15,000 payoff of a short-term demand note.





For
      the
      nine months ended June 30, 2007 our Company received net cash of $215,000 in
      cash from financing activities from the proceeds from short-term
      notes.





We
      anticipate that our capital requirements, including capital needs 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 and 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 and Chief Financial 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.


16


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**





None.





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





None.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





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





None.





**ITEM
      5. OTHER INFORMATION**





None.





**ITEM
      6. EXHIBITS**





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




31.2
            Certification
                of the Chief 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 Principal Financial Officer of
                ICC
                Worldwide, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.*


17


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: August
              19, 2008
            By:
            /s/ Scott
              K
              Anderson, Jr.Scott
              K. Anderson, Jr.Corporate
                Secretary and Chief Financial
                Officer





18