U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2005

                        Commission File Number 333-123092


                       INTERNATIONAL CELLULAR ACCESSORIES
                 (Name of Small Business Issuer in Its Charter)


            NEVADA                                               20-1719023
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

          48055 Yale Road, RR32
         Chilliwack, BC  Canada                                    V2P 6H4
(Address of principal Executive Offices)                         (Zip Code)

(604) 997-1824 (604) 792-0883 (Issuer's Telephone Number) (Issuer's Fax Number)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

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

As of December 31, 2005, the registrant had 2,000,000 shares of common stock,
$.001 par value, issued and outstanding. No market value has been computed based
upon the fact that no market has been established at this time.

DOCUMENTS INCORPORATED BY REFERENCE
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                                TABLE OF CONTENTS

PART I
Item 1.   Description of Business                                             2
Item 2.   Description of Property                                            10
Item 3.   Legal Proceedings                                                  10
Item 4.   Submission of Matters to a Vote of Securities Holders              10

PART II
Item 5.   Market for Common Equity, Related Stockholder Matters and
          Small Business Issuer Purchases of Equity Securities               11
Item 6.   Management's Discussion of Analysis or Plan of Operation           12
Item 7.   Financial Statements                                               14
Item 8.   Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure                                           14
Item 8A.  Controls and Procedures                                            14

PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons       15
Item 10.  Executive Compensation                                             16
Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                    17
Item 12.  Certain Relationships and Related Transactions                     17
Item 13.  Exhibits                                                           18
Item 14.  Principal Accountant Fees and Services                             18

Signatures                                                                   19

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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

GENERAL INFORMATION

International Cellular Accessories was incorporated in the State of Nevada on
October 6, 2004. We were formed to import and distribute a range of cellular
accessories to wholesalers and retailers throughout Canada and the United
States. On November 23, 2004, we incorporated a wholly owned privately-held
company under the laws of British Columbia, Canada under the name of
International Cellular Accessories Inc. The company was incorporated by our
directors and they are both officers and directors of the Company.

We are a development stage company and have only recently commenced business
operations. As of December 31, 2005 we had generated $7,684 in revenues. We have
been issued an opinion by our auditor that raises substantial doubt about our
ability to continue as a going concern based on our current financial position.

INDUSTRY BACKGROUND

Almost every other person in Canada and the U.S. has a cell phone which, in
turn, requires some type of accessory. The range of accessories includes new
batteries, carrying cases, car chargers or any one of the many other accessories
in the cellular market. This is a never-ending process as new models of cell
phones incorporating features demanded by the consumer are continually being
introduced into the marketplace by the major manufacturers. As new models are
introduced, the market for accessories expands creating a demand for these new
products, as generally manufacturers design their products so that they cannot
be reused with a few exceptions. iSuppli, a leading electronics research firm,
estimates that 73% of global sales in 2005 will be upgrades and the migration to
so-called feature phones, fitted with a digital camera or having a colour
display, will account for almost 90% of the global volume by 2008. (iSuppli,
Market Tracker Q2-2004)

Following two consecutive quarters of steady growth, the worldwide mobile phone
market jumped during the 4th quarter 2004 to its highest level ever. Mobile
phone shipments totalled 194.3 million units in the 4th quarter, growing 18.1%
sequentially and 24% year over year. For the full year 2004, worldwide mobile
phone shipments increased 29.3% over 2003. According to Deloitte and Touche, the
mobile phone market is set to grow from 1.5 billion in 2004 to 2 billion
subscribers by the end of 2005. Mobile penetration will surpass 100% in some

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markets as users take a second connection for data or personal use. The Cellular
Telephony and Internet Association said there were 135 million cell phone users
in the U.S. in 2004, almost double the number of users in 1997. Between 13,000
and 15,000 wireless base stations were built in the U.S. in 2004 alone,
according to the wireless tower companies who do the work. 74% of Americans now
use a cell phone on a daily basis, averaging 619 minutes of usage per month,
Canadians have the second highest usage at 344 minutes per month.
(www.itfacts.biz Mobile Usage Statistics).

While the cellular industry continues to experience substantial growth, we
cannot provide any assurance that we will benefit from the projected industry
growth.

PRINCIPAL PRODUCTS AND THEIR MARKETS

Our product distribution activities include the purchasing, warehousing,
marketing, selling, picking, packing, shipping and delivery of a broad selection
of cellular accessories from both leading and smaller specialty manufacturers.
We frequently review and evaluate cellular accessories in determining the mix of
products we purchase for distribution.

The cellular accessories we distribute include a variety of products designed to
work with all the major cell phone manufactures such as Intel, AT&T, Audiovox,
Diamondtel Ericsson, Fujitsu, G.E., Kenwood, Mitsubishi, Motorola, NEC, Nextel,
Nokia, Noratel, Panasonic, Pioneer, Prestige, Radio Shack, Samsung, Sanyo, Sony,
Technophone and Uniden.

We distribute accessories used in connection with cellular devices, such as
travel chargers, antennas, leather carrying cases, portable hands-free units,
quick chargers, batteries, cradles and cups, phone holders, and power cords. We
purchase and resell original equipment manufacturer (OEM) and aftermarket
accessories, either prepackaged or in bulk. We also purchase products from
generic manufacturers and repackage them under our own brand name. At this time
we have no distribution arrangements with any manufacturer and are unaware of
any specific distribution arrangements that may be offered by the manufacturers.
Manufacturers do not enter into exclusive agreements with companies like ours.
Based on management's experience, leading manufacturers will normally encourage
third party companies such as ours, as their main interest is selling to very
large volume accounts.

DISTRIBUTION METHODS OF THE PRODUCTS

We initially have marketed and distributed cellular accessories in western
Canada and eventually through our online internet store, which we plan to launch
in June 2006. We wholesale our products by direct sales to retail stores selling

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cellular phones and accessories as well as other distributors. We anticipate the
majority of sales will be made to retail cellular stores, a smaller percentage
of sales will be made to electronic outlets which carry cell phone equipment and
accessories and then a still smaller percentage of sales will be made to
wholesaler/distributors. We anticipate that margins on items sold to retailers
will be substantially greater than the margins realized on items sold to
wholesaler/distributors. Any sales made to retailers are on a 30-day payment
basis while all sales to wholesalers/distributors being COD. Once we start to
grow our business we hope to be able to expand across Canada and into the United
States.

We fulfill all internet customer orders from our office in Chilliwack, British
Columbia. We pack the items and then deliver them via Canada Post's Expedited
Parcel Service or other shipping company for distribution to customers in Canada
and the United States. We are committed to shipping accurate orders, efficiently
and in a timely manner. Delivery time is within one to seven business days from
the date of the receipt of the order for domestic orders and six to nine
business days for orders to the United States. We charge each customer in
advance for the shipping costs associated with the order.

The typical shopping experience at our online store will begin with a search for
products that meet the customer's specific needs, continuing through the
ordering process, product delivery and post-purchase support. We believe that
the ability to accurately fulfill orders, ship products quickly to a customer's
door and efficiently handle customer inquiries is as important to customer
satisfaction as a superior product selection. We believe that a high level of
customer service and support is critical to retaining and expanding a reliable,
repeat customer base and for establishing and maintaining a trusted company
name. Accordingly, while we currently do not have the financial resources, or
the need to employ any customer service personnel, we do intend to employ a
stringent customer service policy. Our management is available by phone or via
e-mail, from 9:00 a.m. to 5:00 p.m., local Pacific Standard Time, Monday through
Friday, and during non-business hours via voicemail. We provide order and
shipping confirmations (with tracking numbers) or notifications of out-of-stock
items to customers via email. We are dedicated to providing superior customer
satisfaction to secure repeat customers.

Ms. Rachel Wosk, our president, is primarily responsible for our product
distribution activities including the purchasing, warehousing, marketing,
selling, picking, packing, shipping and delivery. She also handles all customer
service activities as well as developing relationships with manufacturers and
customers in Western Canada because of her existing relationships that she has
developed in the industry over the years. Ms. Leah Wosk, who currently devotes

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approximately 2 hours per week to the company, is available to assist Rachel
with some of her duties as and when needed.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS

We have not publicly announced any new products.

COMPETITION

We operate in a highly competitive industry and in highly competitive markets
and believe that such competition may intensify in the future. The markets for
cellular accessories are characterized by intense competition and significant
price erosion over the life of the products. We compete principally on the basis
of value, in terms of price, time, product knowledge, reliability, customer
service and product availability. Our distribution business competes with
broad-based cellular distributors who carry all cellular related product lines
and specialty distributors who may focus on segments within the cellular
industry such as accessories. Manufacturers, other than those that have
historically produced cellular devices and accessories, are also entering the
market to produce various cellular devices including cellular accessories. Their
entry is creating new competitors for distribution. Many of these competitors
have the financial resources necessary to withstand substantial price
competition and could implement extensive advertising and promotional campaigns,
both generally and in response to efforts by additional competitors to enter
into new markets or introduce new products.

Our competitors include cellular equipment manufacturers, network operators and
other cellular product distributors, both smaller regional distributors such as
MW Manufacturing Co. Ltd. and Hitfar Concepts Ltd. as well as much larger
international distributors such as CellStar Corporation, BrightStar Corporation
and Brightpoint Inc.

The distribution of cellular accessories within the global cellular industry
has, in the past, been characterized by relatively low barriers to entry. Our
ability to compete successfully will be largely dependent on our ability to
anticipate and respond to various competitive and other factors affecting the
industry, new product introductions; inconsistent or inadequate supply of
product; changes in consumer preferences; demographic trends; international,
national, regional and local economic conditions; and discount pricing
strategies and promotional activities by competitors.

The markets for cellular products are characterized by rapidly changing
technology and evolving industry standards, often resulting in product
obsolescence or short product life cycles. Accordingly, our success will be
dependent upon our ability to anticipate technological changes in the industry

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and adapt our offering of products to satisfy evolving industry and customer
requirements.

SOURCES AND AVAILABILITY OF PRODUCTS

We buy our products wholesale from suppliers and manufacturers. We attempt to
maintain a diverse stock of accessories, providing a wide selection to be
ordered by our customers. Products are purchased on an as-needed and
as-available basis to supplement our inventory. All inventory purchases are made
using a letter of credit at this point in time. We are allowed to repackage the
accessories under our own brand name because we will not alter the
manufacturer's description of their product.

Inventory purchases are based on customer demand, product availability, brand
name recognition, price, service, and quality. We anticipate some of our
suppliers may provide favorable purchasing terms to us, including credit, volume
incentive rebates, stock balancing and marketing allowances. Product
manufacturers typically provide limited warranties, which we will pass along to
our customers.

We sell all types of accessories including travel chargers, antennas, leather
carrying cases, portable hands-free units, quick chargers, batteries, cradles
and cups, phone holders, and power cords. We cater to all of our customers
individually, in order to satisfy their needs, meaning if we do not have the
accessories in our inventory that a customer is looking for, we will order those
accessories for them.

We currently have the following suppliers for inventory purchases:

Powerzone Accessories
Brooklyn, New York
Supplier of generic products

World Wide Cellular
New York, New York
Supplier of both generic and OEM products

Hyprecel Cellular
Los Angeles, California
Manufacturer and supplier of generic products

CPD Accessories Inc.
Mississauga, Ontario
Supplier of generic products

We have no formal agreements or arrangements with any suppliers and use their
current published price lists for the purchase of inventory.

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Products range in cost from $0.80 for a cellular phone leather case up to $11.00
for replacement batteries. We anticipate the profit margin to the company will
average 44%.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We feel that, because of the potential wide base of customers for our products,
we will not rely on one or few major customers.

PATENTS AND TRADEMARKS

We do not have, nor do we intend to apply for in the near future, any patents or
trademarks. We will assess the need for any patents or trademarks on a
continuing basis.

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS

We do not require any government approval for the distribution of any of our
intended products.

GOVERNMENT AND INDUSTRY REGULATION

We are subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We are also subject to
common business and tax rules and regulations pertaining to the operation of our
business in Canada and the United States. These include a business license to
operate in Canada, which we have done as well as obtaining a Canadian federal
tax number to collect the federal Goods and Services Tax (GST) on all sales made
within Canada. The only trade rules that apply to our business are duties and
taxes. Any products imported into Canada that are manufactured in either the
U.S. or Mexico would fall under the North American Free Trade Agreement (NAFTA)
and would be duty free providing they are accompanied by a certificate of
origin. For most other products that are imported and manufactured in other
countries there would be duties payable ranging from 1.5% to 3.5%. Government
regulation of the products we market is a matter handled by the manufacturers of
the products we will offer. We expect to continue dealing with established
manufacturers and proven products.

We are also aware that as the Internet becomes increasingly popular, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and security of information.
Furthermore, the growth of electronic commerce may prompt demand for more
stringent consumer protection laws. Several U.S. states have proposed
legislation to limit the uses of personal user information gathered online or

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require online services to establish privacy policies. The Federal Trade
Commission has also initiated action against at least one online service
regarding the manner in which personal information is collected from users and
provided to third parties and has proposed regulations restricting the
collection and use of information from minors online. We do not currently have
plans to provide personal data regarding our users to any third parties and
currently do not plan to identify registered users by age. However, the adoption
of additional privacy or consumer protection laws could create uncertainty in
usage of the Internet and reduce the demand for our products and services or
require us to redesign our web site. We are uncertain as to how our business
could be impacted by the application of existing laws governing issues such as
property ownership, copyrights, encryption and other intellectual property
issues, taxation, libel, obscenity, qualification to do business and personal
privacy. The vast majority of these laws were adopted prior to the advent of the
Internet. As a result, they do not contemplate or address the unique issues of
the Internet and related technologies. Changes in laws intended to address these
issues could create uncertainty in the Internet marketplace. This uncertainty
could reduce demand for our products through our proposed internet sales,
increase the cost of doing business as a result of litigation costs and/or
increase product delivery costs.

RESEARCH AND DEVELOPMENT ACTIVITIES

Other than time spent researching our proposed business we have not spent any
funds on research and development activities to date. We do not currently plan
to spend any funds on research and development activities in the future.

ENVIRONMENTAL LAWS

Our operations are not subject to any Environmental Laws.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have two employees, both of which are our executive officers,
namely, Rachel Wosk and Leah Wosk. Rachel Wosk devotes full time to our business
and currently is responsible for all operations of our business. Leah Wosk,
currently devotes approximately 2 hours per week to administrative tasks, but is
available to assist Rachel with some of her duties as and when needed. There are
no formal employment agreements between the company and our current employees.

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REPORTS TO SECURITY HOLDERS

We provide an annual report that includes our audited financial information to
our shareholders upon written request. We will make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We are subject to
disclosure filing requirements including filing a Form 10-KSB annually and Form
10-QSB quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.

The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F
Street, N.E., Washington D. C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

ITEM 2 - DESCRIPTION OF PROPERTY

We do not currently own any property. Our administrative offices are currently
located at the residence of our President, Rachel Wosk, which she donates to us
on a rent free basis at 48055 Yale Road, RR32, Chilliwack, BC, Canada V2P 6H4.
The space consists of approximately 1,000 sq. ft. and will be used for storage
of inventory as well as an office for general administration. We consider our
current principal office space arrangement adequate and will reassess our needs
based upon the future growth of the company.

INVESTMENT POLICIES

Our management does not currently have policies regarding the acquisition or
sale of real estate assets primarily for possible capital gain or primarily for
income. We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.

ITEM 3 - LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
December 31, 2005.

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                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since September 19, 2005 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol ICLA. There has been no active
trading market and thus no high and low sales prices to report.

SHARES AVAILABLE UNDER RULE 144

There are currently 1,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
1,000,000 shares are held by our affiliates, as that term is defined in Rule
144(a)(1). At the present time, the resale or transfer of the restricted shares
of Common Stock is not permissible. In general, under Rule 144 as amended, a
person who has beneficially owned and held restricted securities for at least
one year, including affiliates, may sell publicly without registration under the
Securities Act, within any three-month period, assuming compliance with other
provisions of the Rule, a number of shares that do not exceed the greater of(i)
one percent of the common stock then outstanding or, (ii) the average weekly
trading volume in the common stock during the four calendar weeks preceding such
sale. A person who is not deemed an "affiliate" of our Company and who has
beneficially owned shares for at least two years would be entitled to unlimited
re-sales of such restricted securities under Rule 144 without regard to the
volume and other limitations described above.

Our officers and directors, possessing 50% of our voting common stock, control
significantly all of our activities and thus, may affect the determination of
whether dividends are paid on to our stockholders.

HOLDERS

As of December 31, 2005, we have 2,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 32 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N.
67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.

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DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

We have generated $7,684 in revenue since inception and have incurred $14,568 in
expenses through December 31, 2005.

The following table provides selected financial data about our company for the
year ended December 31, 2005.

                 Balance Sheet Data:                 12/31/05
                 -------------------                 --------
                 Cash                                $47,652
                 Total assets                        $47,652
                 Total liabilities                   $   222
                 Shareholders' equity                $47,431

Cash provided by financing activities for the year ended December 31, 2005 was
$50,000, resulting from the sale of our common stock in an initial public
offering, which was completed on June 30, 2005.

PLAN OF OPERATIONS/MILESTONES

GOING CONCERN

We were issued an opinion by our auditors that raised substantial doubt about
our ability to continue as a going concern based on our current financial
position.

The following milestones are based on estimates derived from research and
marketing data accumulated by our directors. They are estimates only. The amount
of initial inventory, working capital requirements and the other projected
milestones are approximations only and subject to adjustment based on costs and
needs. Our 12 month budget is based on minimum operations which will be

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completely funded by the $50,000 (net of $45,000) raised through our initial
public offering which was completed on June 30, 2005. If we begin to generate
profits we will increase our sales activity accordingly. Our sales began in
September and we estimate they will reach a level to sustain daily operations by
July 2006. Because our business is order-driven, our revenue requirements will
be reviewed and adjusted based on sales. The costs associated with operating as
a public company are included in our budget, management will be responsible for
the preparation of the required documents to keep the costs to a minimum.

COMPLETED MILESTONES:

MAY/JUNE 2005
We put together our database of potential customers. This included assembling
phone and fax numbers, email addresses, and mailing addresses of Rachel Wosk's
personal contacts that she has accumulated over the years and expanded to
include all other potential retail and wholesale clients.

JULY/AUGUST 2005
We purchased a labeling machine and computer system, and Rachel Wosk assembled
the database. We began placing orders for our initial inventory to be delivered
in October and November. The initial orders were for $4,000. We also ordered
packaging supplies for products that do not come prepackaged. Our initial order
for packaging materials was for 2,000 units.

SEPTEMBER 2005
We designed and printed our promotional flyers with opening specials.

SEPTEMBER/OCTOBER 2005
We distributed our promotional flyers specifically targeting our retail clients
in the run up to the Christmas holiday shopping season. We had planned to attend
and display our products at the Network Cellular Show organized by TELUS
Corporation in Vancouver, BC, however a strike caused the cancellation of the
show.

NOVEMBER/EARLY DECEMBER 2005
We put together a final promotional blitz to drum up last minute sales prior to
the end of the Christmas shopping season.

FUTURE MILESTONES:

MAY 2006
Our initial catalogue will be designed and printed. The initial printing run
will be for 500 pieces at a cost of $4.00 per catalogue. We also plan to
purchase a magnetic code machine and shelving and racking for our inventory.

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JUNE 2006
We will design and launch our website while simultaneously mailing promotional
flyers with specials on both OEM and generic products.

JULY 2006
We anticipate our sales will have reached a level that will sustain our business
operations and allow us to begin hiring employees as necessary and compensate
our officers and directors for their time. At this time we have no agreements or
understandings regarding the amount of compensation for the officers and
directors participation.

ITEM 7 - FINANCIAL STATEMENTS

The audited financial statements for the year ended December 31, 2005 which are
included in this annual report have been examined by De Joya Griffith & Company,
LLC, and have been so included in reliance upon the opinion of such accountants
given upon their authority as an expert in auditing and accounting.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ITEM 8A - CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

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                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors are elected by the stockholders to a term of one year and serve until
their successor is elected and qualified. Officers are elected by the Board of
Directors to a term of one year and serve until their successor is duly elected
and qualified, or until they are removed from office. The Board of Directors has
no nominating, auditing or compensation committees.

The name, address, age and position of our officers and directors is set forth
below:

Name and Address                      Age             Position(s)
----------------                      ---             -----------
Rachel Wosk (1)                       70              President, CEO and
48055 Yale Road, RR32                                 Chairman of the Board
Chilliwack, BC, Canada V2P 6H4

Leah Wosk (1)                         30              Treasurer, CFO,
409 - 3638 W. Broadway                                Secretary, and Director
Vancouver, BC, Canada V6R 2B7

----------
(1) Rachel Wosk is the mother of Leah Wosk.

The persons named above have held their offices/positions since inception of our
Company. The officers and directors are our only officers, directors, promoters
and control persons.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Set forth below are summary descriptions containing the name of our directors
and officers, all positions and offices held with us, the period during which
such officer or director has served as such, and the business and educational
experience of each during at least the last five years. No arrangements exist
that may result in a change of control of International Cellular Accessories.

BACKGROUND OF OFFICERS AND DIRECTORS

RACHEL WOSK has been President, CEO and Chairman of the Board of Directors of
the Company and its subsidiary since inception. From January 2002 to September
2004 she was the General Manager for Cel-Pak, a wholesaler of cellular
accessories in Chilliwack, BC. From November 1989 to Jan 2002 she was employed
by the Federal Government of Canada on behalf of Statistics Canada where she
worked as a field investigator.

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LEAH WOSK has been the Treasurer, CFO, Secretary and a director of the Company
since inception. From June 1999 to the present she has been employed by The
Maritime Life Assurance Company, an insurance company located in Vancouver, BC.
She currently holds the position of Customer Specific Integration Manager and
previously held the position of Executive Assistant to the Vice President in the
same company. As Customer Specific Integration Manager she is responsible for
the development and subsequent implementation of processes around system
integration. She is required to balance internal requirements, budget and
timelines with customer needs. This includes assessing and documenting
conversion implications, risk analysis and final plan recommendations.

From 2003 to present, Ms. Wosk has been taking courses part time in the
"Marketing Management" certificate program at the British Columbia Institute of
Technology (BCIT) in Burnaby, BC. Starting in 2000 she has taken several courses
toward her Certified Employee Benefits Specialist (CEBS) designation. She has
since completed courses in Compensation Concepts and Principles, Applications of
Life, Health and Other Group Benefits of Group Insurance, and Principles of
Life, Health and Other Group Benefits of Group Insurance. In 1996 she received
her Pharmacy Technician Certificate from the University College of the Fraser
Valley, in Chilliwack, BC. From 1992 to 1994 she studied Liberal Arts at the
University College of the Fraser Valley. She has also received numerous
certificates in computer applications from Microsoft and Adobe. She is also a
member of the International Society of Certified Employee Benefits Specialists
(ISCEBS).

EMPLOYMENT AGREEMENTS

None of the Company's officers, directors, advisors or key employees are
currently party to employment agreements with the Company. The Company has no
pension, health, annuity, bonus, insurance, stock options, profit sharing or
similar benefit plans; however, the Company may adopt such plans in the future.
There are presently no personal benefits available for directors, officers or
employees of the Company.

ITEM 10 - EXECUTIVE COMPENSATION

Currently, none of our officers and/or directors is being compensated for their
services during the development stage of our business operations.

The officers and directors are reimbursed for any out-of-pocket expenses they
incur on our behalf. In addition, in the future, we may approve payment of
salaries for our officers and directors, but currently, no such plans have been
approved. We also do not currently have any benefits, such as health insurance,
life insurance or any other benefits available to our employees.

In addition, none of our officers, directors or employees is party to any
employment agreements.

                           SUMMARY COMPENSATION TABLE

                                  Annual Compensation            Long-Term Comp.
                              -----------------------------      ---------------
                                                     Other
Name and                      Consulting             Annual
Position(s)           Year       Fees       Bonus    Comp.      Awards   Payouts
-----------           ----       ----       -----    -----      ------   -------
Rachel Wosk            2005     $  0        None     None        None      None
President, CEO,        2004     $  0        None     None        None      None
and Director

Leah Wosk              2005     $  0        None     None        None      None
Treasurer, CFO,        2004     $  0        None     None        None      None
Secretary and Director

                                       16
<PAGE>
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 28, 2006, the total number of shares
owned beneficially by our directors, officers and key employees, individually
and as a group, and the present owners of 5% or more of our total outstanding
shares. The stockholder(s) listed below have direct ownership of their shares
and possess sole voting and dispositive power with respect to the shares.

Name and Address                    No. of            Percentage
Beneficial Owner                    Shares           of Ownership
----------------                    ------           ------------
Clifford W. Chapman                1,000,000             50%
10 Warren Avenue
Spring Lake, NJ 07762

All Officers and
Directors as a Group               1,000,000             50%

CHANGE OF CONTROL

Subsequent to the period covered by this annual report, on March 28, 2006 Rachel
Wosk and Leah Wosk, our then principal shareholders, each sold 500,000 shares of
our common stock owned by them to Clifford W. Chapman. Following the sale, Mr.
Chapman owned 1,000,000 of our 2,000,000 outstanding common shares representing
50% of our outstanding shares. In connection with the stock sale Rachel Wosk and
Leah Wosk, our officers and directors, have resigned their positions as officers
and directors, effective April 1,2006 and appointed Clifford Chapman to serve as
our sole officer and director immediately following the effectiveness of such
resignations.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Rachel Wosk, an officer and director, is the mother of Leah Wosk an officer and
director. Rachel Wosk and Leah Wosk are the only officers, directors, promoters
and affiliates of both our company and our subsidiary.

We are currently using the home of Rachel Wosk, an officer and director of our
Company, on a rent-free basis for administrative purposes and in the future will
use it for storage purposes as well. There is no written lease agreement or
other material terms or arrangements relating to said arrangement.

                                       17
<PAGE>
On October 29, 2004, the Company issued 500,000 shares of its $0.001 par value
common stock to Ms. Rachel Wosk, an officer and director of the Company in
exchange for cash in the amount of $2,500, or $0.005 per share.

On October 29, 2004, the Company issued 500,000 shares of its $0.001 par value
common stock to Ms. Leah Wosk, an officer and director of the Company in
exchange for cash in the amount of $2,500, or $0.005 per share.

We do not currently have any conflicts of interest by or among our current
officers, directors, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so upon
completion of this offering and, in any event, prior to hiring any additional
employees.

ITEM 13 - EXHIBITS

The following exhibits are included with this filing:

         Exhibit
         Number                           Description
         ------                           -----------
         Exhibit 31.1    302 Certification of Chief Executive Officer
         Exhibit 31.2    302 Certification of Chief Financial Officer
         Exhibit 32.1    906 Certification of Chief Executive Officer
         Exhibit 32.2    906 Certification of Chief Financial Officer

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The total fees charged to the company for audit services were $3,500, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $1,875 during the year ended December 31, 2005.

For the year ended December 31, 2004, the total fees charged to the company for
audit services were $1,000, for audit-related services were $Nil, for tax
services were $Nil and for other services were $2,250.

                                       18
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

March 28, 2006                 International Cellular Accessories, Registrant


                               By: /s/ Rachel Wosk
                                  -------------------------------------------
                                  Rachel Wosk, President and Chief
                                  Executive Officer



March 28, 2006                 By: /s/ Leah Wosk
                                  -------------------------------------------
                                  Leah Wosk, Treasurer, Chief Financial
                                  Officer, Principal Accounting Officer,
                                  and Secretary

                                       19
<PAGE>
To the Board of Directors and Stockholders
International Cellular Accessories
(A Development Stage Company)
Chilliwack, BC


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have  audited  the  accompanying  balance  sheets of  International  Cellular
Accessories  (A  Developmental  Stage  Company) as of December 31, 2005, and the
related statements of operations,  stockholders'  equity, and cash flows for the
year ended December 31, 2005 and for the period from October 6,  2004(Inception)
through December 31, 2005. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial  statements  based  on our  audits.  We did not  audit  the  financial
statements of International  Cellular Accessories as of December 31, 2004. Those
statements  were audited by other  auditors'  whose report has been furnished to
us, and in our  opinion,  insofar as it relates to the  amounts  included in the
period  ending  December  31,  2004,  is based solely on the report of the other
auditors.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of the Company as of December 31, 2005 and 2004, and the
results of its  operations  and its cash flows for the year ended  December  31,
2005, and for the period from October 6, 2004  (Inception)  through December 31,
2005, in conformity with U.S. generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has suffered losses from operations,  all of
which raise  substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ De Joya Griffith & Company, LLC
------------------------------------------
De Joya Griffith & Company, LLC
March 17, 2005
Las Vegas, Nevada

                                      F-1
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSORIES
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                               (In U.S. Dollars)

<TABLE>
<CAPTION>
                                                                       (Audited)            (Audited)
                                                                         As of                As of
                                                                    December 31, 2005    December 31, 2004
                                                                    -----------------    -----------------
<S>                                                                 <C>                  <C>
                                     ASSETS

Current assets
  Cash                                                                  $ 47,652             $  4,643
                                                                        --------             --------
      Total current assets                                                47,652                4,643

Total assets                                                            $ 47,652             $  4,643
                                                                        ========             ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Sales Tax Payable                                                     $    222             $     --
                                                                        --------             --------
      Total current liabilities                                              222                   --
                                                                        --------             --------

      Total liabilities                                                      222                   --

Stockholders' equity
  Common stock; $.001 par value; 75,000,000 shares
   authorized, 2,000,000 and 1,000,000 shares issued and
   outstanding as of December 31, 2005 and December 31, 2004               2,000                1,000
  Additional paid-in capital                                              53,000                4,000
  Accumulated deficit                                                    (10,877)                (181)
  Accumulated other comprehensive income                                   3,308                 (176)
                                                                        --------             --------
      Total stockholders' equity                                          47,431                4,643
                                                                        --------             --------

      Total liabilities and stockholders' equity                          47,652             $  4,643
                                                                        ========             ========
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-2
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSORIES
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS
                               (In U.S. Dollars)

<TABLE>
<CAPTION>
                                                                               Audited                 Audited
                                                       Audited              From Inception          From Inception
                                                    January 1, 2005       (October 6, 2004)       (October 6, 2004)
                                                       through                 through                 through
                                                  December 31, 2005       December 31, 2004       December 31, 2005
                                                  -----------------       -----------------       -----------------
<S>                                               <C>                     <C>                     <C>
Revenue                                              $     7,684             $        --             $     7,684
Cost of goods sold                                         3,812                      --                   3,812
                                                     -----------             -----------             -----------
      Gross profit                                         3,872                      --                   3,872

Operating expenses
  Professional fees                                        6,010                      --                   6,010
  General and administrative                               8,557                     181                   8,738
                                                     -----------             -----------             -----------

      Total operating expenses                            14,568                     181                  14,749
                                                     -----------             -----------             -----------

Loss from operations                                     (10,696)                   (181)                (10,877)

Loss before provision for income taxes                   (10,696)                   (181)                (10,877)
Provision for income taxes                                    --                      --                      --
                                                     -----------             -----------             -----------

Net loss                                             $   (10,696)            $      (181)            $   (10,877)
                                                     -----------             -----------             -----------
Other comprehensive income, net of tax:
  Foreign currency translation adjustment                  3,484                    (176)                  3,308
                                                                                                     -----------
Other comprehensive income                           $     3,484             $      (176)            $     3,308
                                                     -----------             -----------             -----------

Comprehensive income                                 $    (7,212)            $      (357)            $    (7,569)
                                                     ===========             ===========             ===========

Basic and diluted loss per common share              $     (0.00)            $     (0.00)            $     (0.01)
                                                     ===========             ===========             ===========
Basic and diluted weighted average
 common shares outstanding                             1,506,849                 735,632               1,360,619
                                                     ===========             ===========             ===========
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-3
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSORIES
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
                               (In U.S. Dollars)

<TABLE>
<CAPTION>
                                                                               Audited                 Audited
                                                       Audited              From Inception          From Inception
                                                    January 1, 2005       (October 6, 2004)       (October 6, 2004)
                                                       through                 through                 through
                                                  December 31, 2005       December 31, 2004       December 31, 2005
                                                  -----------------       -----------------       -----------------
<S>                                               <C>                     <C>                     <C>
Cash flows from operating activities:
  Net loss                                            $(10,696)               $   (181)                $(10,877)
  Adjustments to reconcile net loss to                      --                      --
   net cash used by operating activities:                   --                      --
    Other comprehensive income                           3,483                    (176)                   3,307
  Changes in operating assets and liabilities:              --                      --
    Sales Tax Payable                                      222                     222
                                                      --------                --------                 --------
        Net cash used by operating activities           (6,991)                   (357)                  (7,348)

Cash flows from investing activities:
  Purchase of property and equipment                        --                      --                       --
                                                      --------                --------                 --------
        Net cash used by investing activities               --                      --                       --

Cash flows from financing activities:
  Proceeds from issuance of common stock                50,000                   5,000                   55,000
                                                      --------                --------                 --------
        Net cash provided by financing activities       50,000                   5,000                   55,000

Net increase in cash                                    43,009                   4,643                   47,652

Cash, beginning of period                                4,643                      --                       --
                                                      --------                --------                 --------

Cash, end of period                                   $ 47,652                $  4,643                 $ 47,652
                                                      ========                ========                 ========
Supplementary cash flow information:
  Cash payments for income taxes                      $     --                $     --                 $     --
                                                      ========                ========                 ========
  Cash payments for interest                          $     --                $     --                 $     --
                                                      ========                ========                 ========
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-4
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSORIES
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' EQUITY
                               (In U.S. Dollars)

<TABLE>
<CAPTION>
                                                 Common Stock     Additional      Other                         Total
                                             -----------------     Paid-in    Comprehensive    Accumulated   Stockholders'
                                             Shares     Amount     Capital    Income (Loss)     Deficit        Equity
                                             ------     ------     -------    -------------     -------        ------
<S>                                        <C>           <C>         <C>        <C>           <C>           <C>
Balance at October 6, 2004
(Date of inception)                               --    $   --    $     --       $    --       $     --       $     --

Common Stock Issued for Cash               1,000,000     1,000       4,000            --             --          5,000

Other comprehensive income
  Foreign currency translation adjustment                                           (176)            --           (176)

Net loss                                          --        --          --            --           (181)          (181)
                                           ---------    ------    --------       -------       --------       --------

Balance, December 31, 2004                 1,000,000    $1,000    $  4,000       $  (176)      $   (181)      $  4,643
                                           =========    ======    ========       =======       ========       ========

Common Stock Issued for Cash               1,000,000     1,000      49,000            --             --         50,000

Other comprehensive income
  Foreign currency translation adjustment                                          3,484             --          3,484

Net loss                                          --        --          --            --        (10,696)       (10,696)
                                           ---------    ------    --------       -------       --------       --------

Balance, December 31, 2005                 2,000,000     2,000      53,000       $ 3,308       $(10,877)      $ 47,431
                                           =========    ======    ========       =======       ========       ========
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-5
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSSORIES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

   Description  of business and history -  International  Cellular  Accessories,
   Nevada   corporation,   (hereinafter   referred  to  as  the   "Company"   or
   "International  Cellular") was incorporated in the State of Nevada on October
   6, 2004. The company plans to be in the business of importing of new cellular
   accessories  for  resale to both  wholesalers  and  retailers  across  Canada
   firstly and, later on, to the rest of North America. These products,  such as
   aerials,  cell phone cases,  hands-free  units,  car chargers,  etc., will be
   purchased  from name brand  supplies  and resold at  discounted  prices.  The
   company also intends to handle  lines of generic  accessories  which it would
   like to develop  under its own brand.  The Company  hopes to  purchase  these
   items in  bulk,  repackage  and  then  sell  the  items  to the  industry  at
   discounted  prices.  The Company intends to develop a website for the purpose
   of  generating  retail  orders  from the public at some point in the  future,
   although no work towards  this website has been  completed as of December 31,
   2005.  The  Company  operations  has been  limited to general  administrative
   operations and is considered a development  stage company in accordance  with
   Statement of Financial Accounting Standards No. 7.

   MANAGEMENT OF COMPANY - The company filed its articles of incorporation  with
   the Nevada  Secretary of State on October 6, 2004,  indicating  Rachel Cecile
   Wosk and William Wosk as the incorporators.

   The company filed its annual list of officers and  directors  with the Nevada
   Secretary of State on September 13, 2005,  indicating its President is Rachel
   Wosk and its Secretary and Treasurer is Leah Wosk.  Rachel Wosk and Leah Wosk
   were both listed as directors on this filing.

   GOING CONCERN - The Company incurred net losses of approximately  $10,877 and
   accumulated  other  comprehensive  income  gains of $3,308 from the period of
   October  6,  2004  (Date of  Inception)  through  December  31,  2005 and has
   commenced its operations on a very limited basis, however, it is still in the
   development stages,  raising substantial doubt about the Company's ability to
   continue  as a going  concern.  The Company  may seek  additional  sources of
   capital through the issuance of debt or equity financing, but there can be no
   assurance the Company will be successful in accomplishing its objectives.

   The ability of the Company to continue  as a going  concern is  dependent  on
   additional  sources of capital and the  success of the  Company's  plan.  The
   financial  statements do not include any adjustments  that might be necessary
   if the Company is unable to continue as a going concern.

   YEAR END - The Company's year end is December 31.

   PRINCIPLES OF CONSOLIDATION - The consolidated  financial  statements include
   the  accounts  of  the  Company  and  its   subsidiaries.   All   significant
   intercompany transactions and balances have been eliminated.

   USE OF ESTIMATES - The  preparation of consolidated  financial  statements in
   conformity with generally accepted accounting  principles requires management
   to make estimates and assumptions  that affect the reported amounts of assets
   and  liabilities  and disclosure of contingent  assets and liabilities at the
   date of the  financial  statements  and the  reported  amounts of revenue and
   expenses during the reporting period.  Actual results could differ from those
   estimates.

   PROPERTY  AND  EQUIPMENT  - Property  and  equipment  are stated at cost less
   accumulated  depreciation.   Depreciation  is  provided  principally  on  the
   straight-line method over the estimated useful lives of the assets, which are
   generally 3 to 27 years. The amounts of depreciation  provided are sufficient
   to charge the cost of the related assets to operations  over their  estimated
   useful lives.

                                      F-6
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSSORIES
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

   The Company  periodically  evaluates  whether events and  circumstances  have
   occurred  that may  warrant  revision of the  estimated  useful life of fixed
   assets or whether the  remaining  balance of fixed assets should be evaluated
   for  possible  impairment.  The  Company  uses  an  estimate  of the  related
   undiscounted  cash  flows  over the  remaining  life of the  fixed  assets in
   measuring their recoverability.

   INCOME TAXES - The Company  accounts for its income taxes in accordance  with
   Statement  of  Financial   Accounting   Standards  No.  109,  which  requires
   recognition   of  deferred  tax  assets  and   liabilities   for  future  tax
   consequences  attributable  to  differences  between the financial  statement
   carrying  amounts of existing assets and liabilities and their respective tax
   bases and tax credit carry forwards.  Deferred tax assets and liabilities are
   measured  using enacted tax rates  expected to apply to taxable income in the
   years in which those  temporary  differences  are expected to be recovered or
   settled. The effect on deferred tax assets and liabilities of a change in tax
   rates is  recognized  in operations in the period that includes the enactment
   date.

   Management  feels the Company will have a net operating  loss carryover to be
   used for future  years.  Such losses may not be fully  deductible  due to the
   significant  amounts of non-cash service costs. The Company has established a
   valuation allowance for the full tax benefit of the operating loss carryovers
   due to the uncertainty regarding realization.

   NET  LOSS PER  COMMON  SHARE - The  Company  computes  net loss per  share in
   accordance  with SFAS No.  128,  Earnings  per Share (SFAS 128) and SEC Staff
   Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
   98, basic net loss per share is computed by dividing  the net loss  available
   to common  stockholders  for the  period by the  weighted  average  number of
   shares of common stock  outstanding  during the period.  The  calculation  of
   diluted net loss per share gives effect to common stock equivalents; however,
   potential common shares are excluded if their effect is antidilutive. For the
   period from October 6, 2004 (Date of Inception)  through  September 30, 2005,
   no  options  and  warrants  were  excluded  from the  computation  of diluted
   earnings per share because their effect would be antidilutive.

   COMPREHENSIVE  INCOME  (LOSS) - The  Company's  bank  account  is  located in
   Canada,  with funds in Canadian dollars.  Foreign currency  translation gains
   were  $3,484 for the year  ended  December  31,  2005.  See Note 7  regarding
   comprehensive income.

   FOREIGN  CURRENCY  TRANSLATION  - The  Company's  functional  currency  is in
   Canadian  dollars as  substantially  all of the Company's  operations  are in
   Canada.  The Company used the United States dollar as its reporting  currency
   for consistency  with  registrants of the Securities and Exchange  Commission
   ("SEC")  and  in  accordance  with  the  SFAS  No.  52  -  "Foreign  Currency
   Translation".  Assets and liabilities  denominated in a foreign  currency are
   translated  at the  exchange  rate in effect at the  period  end and  capital
   accounts are translated at historical  rates.  Income statement  accounts are
   translated  at the average  rates of exchange  prevailing  during the period.
   Translation  adjustments from the use of different exchange rates from period
   to period are included in the  comprehensive  income account in stockholder's
   equity, if applicable.

   Transactions  undertaken in currencies other than the functional  currency of
   the  entity  are  translated  using  the  exchange  rate in  effect as of the
   transaction  date.  Any exchange gains and losses are included in other items
   on the statement of operations.

   CONCENTRATION  OF RISK - A  significant  amount of the  Company's  assets and
   resources are dependent on the financial support  (inclusive of free rent) of
   Rachel Wosk. Should Rachel Wosk determine to no longer finance the operations
   of the company, it may be unlikely for the company to continue.

                                      F-7
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSSORIES
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

   REVENUE  RECOGNITION  -  The  Company  has  no  revenues  to  date  from  its
   operations.  Once the  revenue  is  generated,  the  company  will  recognize
   revenues as the orders are  finalized  and shipped,  in  accordance  with the
   terms  of  our  agreements.  The  cellular  accessories  are  expected  to be
   delivered  within  a  short  period,  generally  ranging  from a few  days to
   approximately  three weeks. An appropriate  deferral is made for direct costs
   related to sales in process,  and no revenue is recognized  until shipment of
   the products has taken place.  Billings rendered in advance of products being
   shipped,  as well as customer deposits received in advance,  will be recorded
   as a current  liability  included in deferred  revenue.  We are  expecting to
   estimate sale losses and returns,  if any, and provide for such losses in the
   period they are determined  and  estimable.  Once sales commence we will also
   determine a  reasonable  allowance  for refunds  based on the  experience  we
   generate and should a high  likelihood or occurrence of refund  requests take
   place. We do not believe that there are realistic alternatives to our revenue
   recognition  policy  given  the  short  period of  service  delivery  and the
   requirement to deliver completed products to our customers. We do not believe
   there is significant risk of recognizing  revenue prematurely since our sales
   process is standardized, the earnings process is short and no single order is
   expected to account for a significant portion of our revenue.

   INVENTORY  VALUATION - Inventories are stated at the lower of cost or market,
   cost being determined on the first in, first out (FIFO) basis.

   ADVERTISING COSTS - The Company recognizes advertising expenses in accordance
   with   Statement  of  Position  93-7   "Reporting  on   Advertising   Costs."
   Accordingly,  the Company expenses the costs of producing  advertisements  at
   the  time  production   occurs,  and  expenses  the  costs  of  communicating
   advertisements  in the  period in which the  advertising  space or airtime is
   used.  The Company  has  recorded no  significant  advertising  costs for the
   period from January 1, 2005 through December 31, 2005.

   LEGAL  PROCEDURES  - The  Company is not aware of, nor is it  involved in any
   pending legal proceedings.

   NEW ACCOUNTING PRONOUNCEMENTS -

   In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
   of ARB No. 43,  Chapter 4. SFAS No.  151 amends the  guidance  in ARB No. 43,
   Chapter 4, Inventory Pricing,  to clarify the accounting for abnormal amounts
   of  idle  facility  expense,  freight,  handing  costs,  and  spoilage.  This
   statement  requires that those items be recognized as current  period charges
   regardless of whether they meet the criterion of "so abnormal"  which was the
   criterion specified in ARB No. 43. In addition,  this Statement requires that
   allocation of fixed  production  overheads to the cost of production be based
   on normal  capacity  of the  production  facilities.  This  pronouncement  is
   effective for the Company  beginning October 1, 2005. The Company has not yet
   assessed the impact on adopting this new standard.

   In December  2004, the FASB issued SFAS No. 123 (revised  2004).  Share-Based
   Payment,  which is a revision of SFAS No.  123,  Accounting  for  Stock-Based
   Compensation.  SFAS No. 123(R)  supersedes APB Opinion No. 25, Accounting for
   Stock Issued to Employees,  and amends SFAS No. 95,  Statement of Cash Flows.
   Generally,  the  approach  in SFAS No.  123(R)  is  similar  to the  approach
   described in SFAS No. 123. However,  SFAS No. 123(R) requires all share-based
   payments to employees,  including  grants of employee  stock  options,  to be
   recognized  in the income  statement  based on their fair  values.  Pro forma
   disclosure  is no longer an  alternative.  The new standard will be effective
   for the Company in the first  interim or annual  reporting  period  beginning
   after  December 15, 2005.  The Company  expects the adoption of this standard
   will have a material impact on its financial statements.

   In December  2004, the FASB issued SFAS No. 153,  "Exchanges of  Non-monetary
   Assets, an amendment of APB Opinion No. 29 "effective for non-monetary  asset
   exchanges  occurring in the fiscal year beginning  January 1, 2006.  SFAS No.
   153 requires  that  exchanges of  productive  assets be accounted for at fair
   value unless fair value cannot be reasonably  determined  or the  transaction
   lacks commercial  substance.  SFAS No. 153 is not expected to have a material
   effect on the company's Consolidated Financial Statements.

                                      F-8
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSSORIES
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

   In May  2005,  the FASB  issued  SFAS  154,  "Accounting  Changes  and  Error
   Corrections - a Replacement  of APB Opinion No. 20 and FASB Statement No. 3".
   SFAS  154  requires  retrospective  application  to  prior  period  financial
   statements of changes in accounting principle,  unless it is impracticable to
   determine either the period-specific  effects or the cumulative effect of the
   change.  SFAS 154 also redefines  "restatement" as the revising of previously
   issued  financial  statements  to reflect the  correction  of an error.  This
   statement is effective for accounting  changes and corrections of errors made
   in fiscal years  beginning  after  December  15,  2005.  The Company does not
   believe that the adoption of SFAS 154 will have a  significant  impact on the
   financial statements.

2. PROPERTY AND EQUIPMENT

   As of  December  31,  2005,  the  Company  does not own any  property  and/or
   equipment.

3. STOCKHOLDER'S EQUITY

   The  Company  has  75,000,000  shares  authorized  and  2,000,000  issued and
   outstanding as of December 31, 2005. The issued and  outstanding  shares were
   issued as follows:

   500,000  common  shares  were issued to Leah Wosk on October 29, 2004 for the
   sum of $2,500 in cash.

   500,000  common  shares were issued to Rachel Cecile Wosk on October 29, 2004
   for the sum of $2,500 in cash.

   1,000,000  common  shares were issued to 30 investors in the  Company's  SB-2
   offering  for the  aggregate  sum of $50,000  in cash.  The  Regulation  SB-2
   offering was declared effective by the Securities and Exchange  Commission on
   May 27, 2005 and completed in June 2005.

4. RELATED PARTY TRANSACTIONS

   The Company  currently  uses the home of Rachel Wosk, an officer and director
   of the Company,  on a rent-free basis for administrative  purposes and in the
   future will use it for storage  purposes as well.  There is no written  lease
   agreement  or  other  material  terms  or   arrangements   relating  to  said
   arrangement.

   As of December 31, 2005, there are no related party transactions  between the
   Company and any officers,  other than those  mentioned  above and in Note 3 -
   Stockholder's Equity.

5. STOCK OPTIONS

   As of  December  31,  2005,  the  Company  does not have  any  stock  options
   outstanding,  nor does it have  any  written  or  verbal  agreements  for the
   issuance or distribution of stock options at any point in the future.

6. COMPREHENSIVE INCOME

   The  Company's  bank  account is located  in Canada,  with funds in  Canadian
   dollars,  while the financial statements are prepared in US Dollars.  Foreign
   currency  translation  gains were $3,308 for the period  ended  December  31,
   2005.  The  before-tax  amount  and  after-tax  amount  are the  same for the
   Company.  The Company maintained an account balance of CDN$55,419 at December
   31, 2005, while the exchange rate was $1.1630,  thus the equivalent amount in
   US Dollars is $47,652.

                                      F-9
<PAGE>
                       INTERNATIONAL CELLULAR ACCESSSORIES
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


7. LITIGATION

   As of December 31,  2005,  the Company is not aware of any current or pending
   litigation which may affect the Company's operations.

8. SUBSEQUENT EVENTS

   There have been no  subsequent  events after the end of the period,  December
   31, 2005, which are material to operations.

                                      F-10