U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)


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


For
Fiscal Year Ended: December 31, 2008


OR


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




For the
transition period from _______________ to _______________




Commission
file number:  333-123092




International
      Cellular Accessories(Exact
      name of registrant as specified in its charter)Nevada
                            
                            20-1719023(State
      or other jurisdiction of incorporation or organization)
                            
                            (IRS
      Employer Identification No.)10
      Warren Avenue, Spring Lake, NJ
                            
                            07023(Address
      of principal executive offices)
                            
                            (Postal
      Code)




Issuer's
telephone number:  (703)
622-6210




Securities
registered under Section 12(b) of the Act:  None




Securities
registered under Section 12(g) of the Act:  None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  Yes x  No  ̈




Indicate
by check mark whether the registrant (1) has 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  ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.  x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  See the
definitions of the “large accelerated filer,” “accelerate filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.   (Check
one):




Large
      Accelerated Filer  ̈
                            Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
                            Smaller
      reporting company x(Do
      not check if a smaller reporting company)




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


Yes x  No  ̈




As of
March 19, 2009, there were 3,150,000 shares of the registrant's common stock,
par value $0.001, issued and outstanding.  Of these, 1,000,000 shares
are held by non-affiliates of the registrant.  The aggregate market
value of securities held by non-affiliates as of March 19, 2009, was
approximately $320,000 based on the closing bid price of our common stock on
March 19, 2009.




DOCUMENTS
INCORPORATED BY REFERENCE


If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated:  (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933,
as amended (“Securities Act”).




Not
Applicable.







TABLE
OF CONTENTS




Item
      Number and Caption
                    
                    PageFORWARD-LOOKING
      STATEMENTS
                    
                    3PART
      I
                    
                    
                    4ITEM
      1.
                    BUSINESS
                    
                    4ITEM
      1A.
                    RISK
      FACTORS
                    
                    5ITEM
      1B.
                    UNRESOLVED
      STAFF COMMENTS
                    
                    8ITEM
      2.
                    PROPERTIES
                    
                    8ITEM
      3.
                    LEGAL
      PROCEEDINGS
                    
                    9ITEM
      4.
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                    
                    9PART
      II
                    
                    
                    9ITEM
      5.
                    MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                    
                    9ITEM
      6.
                    SELECTED
      FINANCIAL DATA
                    
                    10ITEM
      7.
                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                    
                    10ITEM
      8.
                    FINANCIAL
      STATEMENTS AND SUPPLEMENTAL DATA
                    
                    11ITEM
      9.
                    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                    
                    11ITEM
      9A.[T]
                    CONTROLS
      AND PROCEDURES
                    
                    11ITEM
      9B.
                    OTHER
      INFORMATION
                    
                    12PART
      III
                    
                    
                    12ITEM
      10.
                    DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
                    
                    12ITEM
      11.
                    EXECUTIVE
      COMPENSATION
                    
                    14ITEM
      12.
                    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                    
                    15ITEM
      13.
                    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                    
                    16ITEM
      14.
                    PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                    
                    17PART
      IV
                    
                    
                    18ITEM
      15.
                    EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                    
                    18


2





FORWARD-LOOKING
STATEMENTS




Except
for historical information, this report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.  Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses.  Such forward-looking statements include, among
others, those statements including the words “expects,” “anticipates,”
“intends,” “believes” and similar language.  Our actual results may
differ significantly from those projected in the forward-looking
statements.  Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in the sections
“Business,” “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”  You should carefully
review the risks described in this Annual Report and in other documents we file
from time to time with the Securities and Exchange Commission.  You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date of this report.  We undertake no
obligation to publicly release any revisions to the forward-looking statements
or reflect events or circumstances after the date of this document.




Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.




All
references in this Form 10-K to the “Company,” “ICLA,” “we,” “us” or “our” are
to International Cellular Accessories.


3


PART
I




ITEM
      1.
            BUSINESS




Company
Overview




We were
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.  We conducted
minimal operations in this line of business and in April 2006 decided to
discontinue operations in this area.  We are presently inactive, but
are looking at ventures of merit for corporate participation as a means of
enhancing shareholder value.  This may involve sales of our equity or
debt securities in merger or acquisition transactions.




Patents,
Trademarks and Licenses




We do not
presently own any patents, trademarks, copyrights or other forms of intellectual
property.




Research
and Development




We have
not performed any research and development since our inception.




Employees




As of
March 19, 2009, our only employee is our sole executive officer.




Loans




In
consideration of May 10, 2006 loans from five persons in the aggregate amount of
$65,000, we issued five promissory notes (the “Notes”) each dated May 10, 2006
to five persons.  Each of the Notes has a three year term, pays
interest at the rate of 5% per annum, compounded annually, and is convertible
into shares of our common stock at a price of $1.00 per share, at the option of
the holder, at any time commencing May 10, 2007.




In
consideration of May 24, 2007 loans from five persons in the aggregate amount of
$35,000, we issued five promissory notes (the “Notes”) each dated May 24, 2007,
to five persons. Each Note has a three year term, pays interest at the rate of
5% per annum, compounded annually, and is convertible into shares of our common
stock at a conversion price of $1.00 per share, at the option of the holder, at
any time commencing May 24, 2008.




In
consideration of a July 21, 2008 loan from one person in the amount of $7,000,
we issued a 3 year, 5% note dated July 21, 2008.  The note is
convertible into shares of our common stock at a price of $1.00 per share, at
the option of the holder, at any time commencing July 21, 2009.




In
consideration of a November 25, 2008 loan from one person in the amount of
$13,000, we issued a promissory note (the “Note”) dated November 25, 2008, to
such person.  The Note has a three year term, pays interest at the
rate of 5% per annum, compounded annually, and is convertible into shares of our
common stock at a price of $1.00 per share, at the option of the holder, at any
time commencing November 25, 2009.


4


In
consideration of a February 24, 2009 loan from one person in the amount of
$24,000, we issued a promissory note (the “Note”) dated February 24, 2009, to
such person.  The Note has a three year term, pays interest at the
rate of 5% per annum, compounded annually, and is convertible into shares of our
common stock at a price of $1.00 per share, at the option of the holder, at any
time commencing February 24, 2010.




ITEM
      1A.
            RISK
      FACTORS




We
have a history of operating losses which may continue.




We have a
history of losses and will continue to incur operating and net losses for the
foreseeable future. We incurred net losses of $39,059 and $33,799 during the
years ended December 31, 2008 and 2007, respectively.  As of December
31, 2008, our accumulated deficit was $209,813. We have not achieved revenues
since our 2005 fiscal year.  Unless and until we commence new business
operations, we may never achieve revenue or profitability.




Our
auditors have indicated that our inability to generate sufficient revenue raises
substantial doubt as to our ability to continue as a going concern.




Our
audited financial statements for the year ended December 31, 2008, were prepared
on a going concern basis in accordance with United States generally accounting
principles. The going concern basis of presentation assumes that we will
continue in operation for the foreseeable future and will be able to realize our
assets and discharge our liabilities and commitments in the normal course of
business. However, our auditors have indicated that our lack of revenues and
accumulated losses raise substantial doubt as to our ability to continue as a
going concern. In the absence of additional financing or significant revenues
and profits, we may have to curtail or cease operations. However, we cannot
guarantee that will be able to obtain sufficient additional funds when needed,
or that such funds, if available, will be obtainable on terms satisfactory to
us. In the event that our plans cannot be effectively realized, there can be no
assurance that we will be able to continue as a going concern.




Rules
issued under the Sarbanes-Oxley Act of 2002 may make it difficult for us to
retain or attract qualified officers and directors, which could adversely affect
the management of our business and our ability to retain listing of our common
stock.




We may be
unable to attract and retain those qualified officers, directors and members of
board committees required to provide for our effective management because of
rules and regulations that govern publicly held companies, including, but not
limited to, certifications by principal executive officers. The enactment of the
Sarbanes-Oxley Act has resulted in the issuance of rules and regulations and the
strengthening of existing rules and regulations by the SEC, as well as the
adoption of new and more stringent rules by the stock exchanges and NASDAQ. The
perceived personal risk associated with these rules and regulations may deter
qualified individuals from accepting roles as directors and executive
officers.


5


If
we fail to maintain an effective system of disclosure and internal controls, we
may not be able to accurately report our financial results or detect fraud.
Consequently, investors could lose confidence in our financial reporting and
this may decrease the trading price of our stock.




We must
maintain effective disclosure and internal controls to provide reliable
financial reports and detect fraud. Based on our evaluation as of December 31,
2008, we concluded that we do maintain effective disclosure controls and
procedures. Failure to implement changes to our controls that we may identify in
the future as necessary to maintain an effective system of such controls could
harm our operating results and cause investors to lose confidence in our
reported financial information. Any such loss of confidence would have a
negative effect on the trading price of our stock.




We
have no present business operations. Accordingly, you have little basis upon
which to evaluate our ability to achieve future business success.




We were
formed to engage in the importation and distribution of a range of cellular
accessories to wholesalers and retailers throughout Canada and the United
States.  We discontinued operations in this area in April
2006.  We are presently looking at other ventures of merit but, to
date, have not found any suitable ventures.  No assurance can be given
that we will ever locate and establish a suitable business
venture.  Our operations are therefore subject to all of the risks
inherent in the establishment of a new business enterprise and must be
considered in light of the expenses, difficulties, complications and delays
frequently encountered in connection with the formation of any new
business.




We
may be unable to obtain additional capital that we will require to implement our
business plan, which would restrict our ability to grow.




We have a
limited amount of working capital that will not be sufficient to fully fund our
planned operations. We will require additional capital to continue to operate
and expand our business. We may be unable to obtain the additional capital
required.




Future
acquisitions, as well as administrative requirements (such as salaries,
insurance expenses and general overhead expenses, as well as legal compliance
and accounting expenses) will require a substantial amount of additional capital
and cash flow. We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not be able to
obtain the capital we require by other means. If we do not succeed in raising
additional capital, we may be unable to fund our operations going
forward.




Our
ability to obtain needed financing may be impaired by such factors as the
capital markets and our status as an enterprise without a demonstrated operating
history.  If the amount of capital we are able to raise from financing
activities is not sufficient to satisfy our capital needs, we may be required to
curtail or cease our operations.




We may
incur substantial costs in pursuing future capital financing, including
investment banking fees, legal fees, accounting fees, securities law compliance
fees, printing and distribution expenses and other costs. We also may be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible notes and warrants, which may adversely impact
our financial condition.


6


We
may not be able to effectively expand operations or manage our growth, which may
harm our profitability.




Our
strategy envisions expanding our business. If we fail to effectively manage our
growth, our financial results could be adversely affected. Growth may place a
strain on our management systems and resources. We must continue to refine and
expand our business development capabilities, our systems and processes, and our
access to financing sources. As we grow, we must continue to hire, train,
supervise and manage new employees. We cannot assure you that we will be able
to:




·
            meet
      our capital needs;




·
            expand
      our systems effectively or efficiently or in a timely
    manner;




·
            allocate
      our human resources optimally;




·
            identify
      and hire qualified employees or retain valued employees;
  or




·
            incorporate
      effectively the components of any business that we may acquire in our
      effort to achieve growth.




If we are
unable to manage our growth, our operations and our financial results could be
adversely affected by inefficiency, which could diminish our
profitability.




Our
business may suffer if we do not attract and retain talented
personnel.




Our
success will depend in large measure on the abilities, expertise, judgment,
discretion, integrity and good faith of our management and other personnel in
conducting our intended business. We presently have a small management team
consisting of our sole executive officer that we expect to expand in conjunction
with our planned acquisition activities. The loss of a key individual or our
inability to attract suitably qualified staff could materially adversely impact
our business. We presently do not maintain “key man” life insurance on any
member of our management team.  If we are unable to attract and retain
key personnel, our business may be adversely affected.




There
has been a limited trading market for our common stock that may impair your
ability to sell your shares.




There has
not been a trading market for our common stock since our inception. The lack of
an active market may impair your ability to sell your shares at the time you
wish to sell them or at a price that you consider reasonable. The lack of an
active market may also reduce the fair market value of your shares. An inactive
market may also impair our ability to raise capital by selling shares of capital
stock and may impair our ability to acquire other assets or companies by using
common stock as consideration.


7


Our
common stock is currently quoted on the NASD’s Over-the-Counter Bulletin Board
under the symbol “ICLA.OB.” As indicated above, our common stock is not
presently trading.As a result, investors
may find it difficult to obtain accurate quotations of the price of our common
stock. This situation severely limits the liquidity of the common stock and
hampers our ability to raise additional capital.




We
do not expect to pay dividends in the foreseeable future.




We do not
intend to declare dividends for the foreseeable future, as we anticipate that we
will reinvest future earnings in the development and growth of our business.
Therefore, investors will not receive any funds unless they sell their common
stock, and stockholders may be unable to sell their shares on favorable terms or
at all. Investors cannot be assured of a positive return on investment or that
they will not lose the entire amount of their investment in our common
stock.




Applicable
SEC rules governing the trading of “penny stocks” will limit the trading and
liquidity of our common stock, which may affect the trading price of our common
stock.




Our
common stock is considered to be a “penny stock” and is therefore subject to SEC
rules and regulations that (i) impose limitations upon the manner in which our
shares may be publicly traded and (ii) regulate broker-dealer practices in
connection with transactions in “penny stocks.” Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer’s
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules and may increase the difficulty investors might experience in
attempting to liquidate such securities.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS




Not
Applicable.




ITEM
      2.
            PROPERTIES




Our
principal executive office is located at 10 Warren Avenue, Spring Lake, NJ
07023.  The office is provided to us on a rent free basis by our sole
executive officer.


8


ITEM
      3.
            LEGAL
      PROCEEDINGS




Legal
Proceedings




In the
ordinary course of our business, we may from time to time become subject to
routine litigation or administrative proceedings which are incidental to our
business.  We are not a party to nor are we aware of any existing,
pending or threatened lawsuits or other legal actions involving us.




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




No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.




PART
II




ITEM
5.           MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES




Market
Information




Our
common stock has been quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the “NASD”) under the symbol “ICLA.OB”
since August 29, 2005.  The following table sets forth, for the fiscal
quarters indicated, the high and low closing bid prices per share of our common
stock, as derived from quotations provided by Pink Sheets, LLC.  Such
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.




Quarter Ended
                  
                  High Bid
                  
                  
                  Low BidMarch
      31, 2007
                  
                  $
                  0.51
                  
                  
                  $
                  0.51June
      30, 2007
                  
                  $
                  0.51
                  
                  
                  $
                  0.51September
      30, 2007
                  
                  $
                  0.51
                  
                  
                  $
                  0.51December
      31, 2007
                  
                  $
                  0.51
                  
                  
                  $
                  0.51March
      31, 2008
                  
                  $
                  0.32
                  
                  
                  $
                  0.32June
      30, 2008
                  
                  $
                  0.32
                  
                  
                  $
                  0.32September
      30, 2008
                  
                  $
                  0.32
                  
                  
                  $
                  0.32December
      31, 2008
                  
                  $
                  0.32
                  
                  
                  $
                  0.32




Holders




As of
March 19, 2009, there were approximately 11 record holders of our common
stock.




Dividends




We have
never declared any cash dividends with respect to our common
stock.  Future payment of dividends is within the discretion of our
board of directors and will depend on our earnings, capital requirements,
financial condition and other relevant factors.  Although there are no
material restrictions limiting, or that are likely to limit, our ability to pay
dividends on our common stock, we presently intend to retain future earnings, if
any, for use in our business and have no present intention to pay cash dividends
on our common stock.


9


Recent
Sales of Unregistered Securities




We sold
no equity securities during the fiscal year ended December 31,
2008.




Securities
Authorized For Issuance Under Equity Compensation Plans




We do not
presently maintain any equity compensation plans and have not maintained any
such plans since our inception.




ITEM
      6.
            SELECTED
      FINANCIAL DATA




Not
applicable.




ITEM
7.           MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




Results
of Operations




We have
conducted no material operations during the year ended December 31, 2008 and do
not have any present operations. During the year ended December 31, 2008, we
generated no revenues.  Accordingly, a discussion of our results of
operations is not meaningful and will not be presented herein.




Liquidity
and Capital Resources




The
report of our auditors on our audited financial statements for the fiscal year
ended December 31, 2008 contains a going concern qualification as we have
suffered losses since our inception.  We have minimal assets and have
achieved no operative revenues since our inception.  We have depended
on loans and sales of equity securities to conduct operations.  As of
December 31, 2008 and 2007, we had cash of $5,620 and $19,023, current assets of
$5,620 and $19,023 and current liabilities of $83,095 and $6,503,
respectively.  Unless and until we commence material operations and
achieve material revenues, we will remain dependent on financings to continue
our operations.




Plan
of Operation




We were
formed to import and distribute a range of cellular accessories to wholesalers
and retailers throughout Canada and the United States.  We conducted
minimal operations in this line of business and in August 2007 decided to
discontinue operations in this area.  We are presently inactive, but
we are looking at ventures of merit for corporate participation as means of
enhancing shareholder value. This may involve sales of our equity or debt
securities in merger or acquisition transactions.


10


We have
minimal operating costs and expenses at the present time due to our limited
business activities.  Accordingly, absent changed circumstances, we
will not be required to raise significant capital over the next twelve months,
although we may do so in connection with or in anticipation of possible
acquisition transactions.  We do not currently engage in any product
research and development and have no plans to do so in the foreseeable
future.  We have no present plans to purchase or sell any plant or
significant equipment.  We also have no present plans to add employees
although we may do so in the future if we engage in any merger or acquisition
transactions.




ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTAL DATA




Our
audited financial statements are included beginning immediately following the
signature page to this report.  See Item 15 for a list of the
financial statements included herein.




ITEM
9.           CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Not
applicable.




ITEM
9A.[T]  CONTROLS AND PROCEDURES




Evaluation
of Our Disclosure Controls and Internal Controls




Under the
supervision and with the participation of our senior management, including our
chief executive officer and chief financial officer, Clifford Chapman, we
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 Exchange Act of 1934, as amended (the “Exchange Act”), as
of the end of the period covered by this annual report (the “Evaluation
Date”).  Based on this evaluation, our chief executive officer and
chief financial officer concluded as of the Evaluation Date that our disclosure
controls and procedures were effective such that the information relating to us,
including our consolidated subsidiaries, required to be disclosed in our
Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, and (ii) is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.




Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control – Integrated Framework.


11


This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.




Officers’
Certifications




Appearing
as exhibits to this Annual Report are “Certifications” of our Chief Executive
Officer and Chief Financial Officer.  The Certifications are required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Annual Report contains
information concerning the Controls Evaluation referred to in the Section 302
Certification.  This information should be read in conjunction with
the Section 302 Certifications for a more complete understanding of the topics
presented.




Changes
in Internal Control Over Financial Reporting




There
have been no changes in our internal control over financial reporting that
occurred during the quarter ended December 31, 2008 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.




ITEM
      9B.
            OTHER
      INFORMATION




Not
applicable.




PART
III




ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE




Executive
Officers, Directors and Key Employees




Directors
serve until the next annual meeting of the stockholders; until their successors
are elected or appointed and qualified, or until their prior resignation or
removal.  Officers serve for such terms as determined by our board of
directors.  Each officer holds office until such officer’s successor
is elected or appointed and qualified or until such officer’s earlier
resignation or removal.  No family relationships exist between any of
our present directors and officers.




The
following table sets forth certain information, as of March 19, 2009, with
respect to our directors and executive officers.




Name
              
              Positions Held
              
              Age
              
              Date of Election
                or Appointment
                as DirectorClifford
      Chapman
              
              President,
      Secretary, Treasurer, CEO, CFO and Director
              
              40
              
              April
      1, 2006




12




The
following is a brief account of the business experience during the past five
years or more of each of our directors and executive officers.




Clifford
Chapman has served as our sole officer and director since April 1,
2006.  He has more than 16 years of varied business experience
primarily in senior management positions.  He served as head of
Investment Banking at Broadband Capital Management LLC (“Broadband”) from
September 2005 until January 2009 where he was responsible for the banking,
structuring, and due diligence for all of Broadband’s
transactions.  Since January 2001, Mr. Chapman has been the managing
director of Early Stage Associates LLC, a consulting company focused on helping
businesses in capital formation and executive management.  From
January 2001 to the present, he has also served as the managing director of
ChapRoc Capital LLC, a company which invests in technology and business services
companies.  From June 2002 until March 2004, he served as CEO for
Mindshift Technologies Inc., a managed services provider focused on IT
outsourcing for small and medium enterprises.  From September 2007
until October 31, 2007, he served as a member of the Board of Directors of
Catuity, Inc. (NASDAQ: CTTY).   Mr. Chapman received a Masters of
Business Administration with Honors from Columbia Business School and a
Bachelors Degree in Computer Engineering from Lehigh University.




Employment
Agreements




We have
no formal employment agreements with any of our employees.  Our sole
employee, Clifford Chapman, does not presently receive a salary.




Term
of Office




Our
directors are appointed for a period of one year or until such time as their
replacements have been elected by our shareholders.  The officers of
the Company are appointed by our board of directors and hold office until their
resignation or removal.




Audit
Committee




We do not
have a standing audit committee, an audit committee financial expert, or any
committee or person performing a similar function.  We currently have
limited working capital and no revenues.  Management does not believe
that it would be in our best interests at this time to retain independent
directors to sit on an audit committee.  If we are able to raise
sufficient financing in the future, then we will likely seek out and retain
independent directors and form an audit, compensation committee and other
applicable committees.




Board
of Directors




Our only
director is our sole executive officer.  He is not an independent
director.  We do not pay him for attending board
meetings.  He is reimbursed, however, for his expenses, if any, for
attendance at meetings of the Board of Directors.  Our Board of
Directors may designate from among its members an executive committee and one or
more other committees but has not done so to date.  We do not have a
nominating committee or a nominating committee charter.  Further, we
do not have a policy with regard to the consideration of any director candidates
recommended by security holders.  To date this has not been a problem
as no security holders have made any such recommendations.  Our sole
director performs all functions that would otherwise be performed by
committees.  Given the present size of our board it is not practical
for us to have committees.  If we are able to grow our business and
increase our operations, we intend to expand the size of our board and allocate
responsibilities accordingly.


13


Compliance
with Section 16(a) of the Exchange Act




Our
common stock is not registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).  Accordingly, our
officers, directors and principal shareholders are not subject to the beneficial
ownership reporting requirements of Section 16(a) of the Exchange
Act.




Code
of Ethics




On March
1, 2007, we adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.  A copy of our
Code of Ethics will be provided to any person requesting same without
charge.  To request a copy of our Code of Ethics please make written
request to our President, c/o International Cellular Accessories at 10 Warren
Avenue, Spring Lake, NJ 07023.




ITEM
      11.
            EXECUTIVE
      COMPENSATION




The
following table sets forth information concerning the total compensation paid or
accrued by us during the three fiscal years ended December 31, 2008, 2007 and
2006 to (i) all individuals that served as our principal executive officer or
acted in a similar capacity for us at any time during the fiscal year ended
December 31, 2008; (ii) all individuals that served as our principal financial
officer or acted in a similar capacity for us at any time during the fiscal year
ended December 31, 2008; and (iii) all individuals that served as executive
officers of ours at any time during the fiscal year ended December 31, 2008,
that received annual compensation during the fiscal year ended December 31,
2008, in excess of $100,000.


14


Summary
Compensation Table




Name and
                              Principal Position
                            
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)
                            
                            
                            Option
                              Awards
                              ($)
                            
                            
                            Non-
                              Equity
                              Incentive
                              PlanCompen-
                              sation ($)
                            
                            
                            Change
                              in
                              Pension
                              Value
                              and Non-
                              qualified
                              Deferred
                              Compen-
                              sation
                              Earnings
                              ($)
                            
                            
                            All Other
                              Compensation
                              ($)
                            
                            
                            Total ($)(a)
                            
                            (b)
                            
                            (c)
                            
                            
                            (d)
                            
                            
                            (e)
                            
                            
                            (f)
                            
                            
                            (g)
                            
                            
                            (h)
                            
                            
                            (i)
                            
                            
                            (j)Clifford
      Chapman,
                            
                            2008
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Chief
      Executive and
                            
                            2007
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Financial
      Officer
                            
                            2006
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            23,000
                            (1)
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            23,000




(1)
            Clifford
      Chapman received 1,150,000 shares of our common stock, valued at $23,000
      in April 2006 in consideration of his serving as our sole officer and
      director.  We do not have an employment agreement with Mr.
      Chapman and Mr. Chapman has not been paid any compensation other than the
      April 2006 stock compensation.




We have
not issued any stock options or maintained any stock option or other incentive
plans since our inception. We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans. Similarly, we have no contracts, agreements, plans or arrangements,
whether written or unwritten, that provide for payments to the named executive
officers or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officer’s responsibilities
following a change in control.




Compensation
of Directors




None of
our directors receive any compensation for serving as such, for serving on
committees of the board of directors or for special assignments. During the
fiscal year ended December 31, 2008, there were no other arrangements between us
and our directors that resulted in our making payments to any of our directors
for any services provided to us by them as directors.




ITEM
12.         SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of December 31, 2008, by:




·
            each
      person or entity known by us to be the beneficial owner of more than 5% of
      our common stock;


15


·
            each
      of our directors;




·
            each
      of our executive officers; and




·
            all
      of our directors and executive officers as a
  group.




The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on such date and all shares of our common stock issuable to such holder in the
event of exercise of outstanding options, warrants,  rights or
conversion privileges owned by such person at said date which are exercisable
within 60 days of December 31, 2008.  Except as otherwise indicated,
the persons listed below have sole voting and investment power with respect to
all shares of our common stock owned by them, except to the extent such power
may be shared with a spouse.




Name and Address
                            of Beneficial Owner
                          
                          Title of Class
                          
                          Amount and Nature
                            of
                            Beneficial Ownership
                          
                          Percent of
                            Class(1)Clifford
      Chapman
                            10
      Warren Avenue
                            Spring
      Lake, NJ 07023
                          
                          Common
      Stock;
                            par
      value $0.001
                          
                          2,150,000
                            shares
      (Direct)
                          
                          68.25%All
      directors and executive officers
                            as
      a group (1 person)
                          
                          
                          
                          2,150,000
      shares(2)
                          
                          68.25%




(1)
            As
      used herein, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
      consisting of sole or shared voting power (including the power to vote or
      direct the vote) and/or sole or shared investment power (including the
      power to dispose or direct the disposition of) with respect to the
      security through any contract, arrangement, understanding, relationship or
      otherwise, including a right to acquire such power(s) during the next 60
      days.  Unless otherwise noted, beneficial ownership consists of
      sole ownership, voting and investment
rights.




(2)
            Based
      upon 3,150,000 shares issued and outstanding as at December 31,
      2008.




Securities
Authorized for Issuance Under Equity Compensation Plans




We have
not adopted any equity compensation plans since our inception.




ITEM
13.        CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




For the
year ended December 31, 2008, we had no reportable transactions under this
section.  Our sole director, Clifford Chapman, is also our sole
executive officer.  Accordingly, he is not an independent
director.


16


ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




Audit
Fees.




The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended December 31, 2008 and 2007 are set forth in the
table below:




Fee Category
                  
                  Fiscal year ended
                    December 31, 2008
                  
                  
                  Fiscal year ended
                    December 31, 2007Audit
      fees (1)
                  
                  $
                  16,000
                  
                  
                  $
                  14,500Audit-related
      fees (2)
                  
                  
                  0
                  
                  
                  
                  0Tax
      fees (3)
                  
                  
                  0
                  
                  
                  
                  0All
      other fees (4)
                  
                  
                  0
                  
                  
                  
                  0Total
      fees
                  
                  $
                  16,000
                  
                  
                  $
                  14,500




(1)           Audit
fees consist of fees incurred for professional services rendered for the audit
of consolidated financial statements, for reviews of our interim consolidated
financial statements included in our quarterly reports on Form 10-Q and for
services that are normally provided in connection with statutory or regulatory
filings or engagements.




(2)           Audit-related
fees consist of fees billed for professional services that are reasonably
related to the performance of the audit or review of our consolidated financial
statements, but are not reported under “Audit fees.”




(3)           Tax
fees consist of fees billed for professional services relating to tax
compliance, tax planning, and tax advice.




(4)           All
other fees consist of fees billed for all other services.




Audit Committee’s
Pre-Approval Practice.




Insomuch
as we do not have an audit committee, our board of directors performs the
functions of an audit committee.  Section 10A(i) of the Securities
Exchange Act of 1934 prohibits our auditors from performing audit services for
us as well as any services not considered to be “audit services” unless such
services are pre-approved by the board of directors (in lieu of the audit
committee) or unless the services meet certain de minimis
standards.


17


PART
IV




ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES




Financial Statements
                  
                  PageReport
      of Independent Registered Public Accounting Firm
                  
                  F-2Balance
      Sheets as of December 31, 2008 and 2007
                  
                  F-3Statements
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period from Inception (October 6, 2004) to December 31,
    2008
                  
                  F-4Statement
      of Stockholders’ (Deficit) for the period from Inception (October 6,
      2004) to December 31, 2008
                  
                  F-5Statements
      of Cash Flows for the years ended December 31, 2008 and 2007 and for the
      period from Inception (October 6, 2004) to December 31,
    2008
                  
                  F-6Notes
      to Financial Statements
                  
                  F-7
      – F-12




Financial
Statement Schedules




All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.




Exhibits




In
reviewing the agreements included as exhibits to this Form 10-K, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:




•
            should
      not in all instances be treated as categorical statements of fact, but
      rather as a way of allocating the risk to one of the parties if those
      statements prove to be inaccurate;




•
            have
      been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
  agreement;




•
            may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and




•
            were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.




Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-K and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.


18


The
following exhibits are included as part of this report:




Exhibit
                  No.
              
              SEC Report
                  Reference Number
              
              Description3.1
              
              3.1
              
              Articles
      of Incorporation of Registrant as filed with the Nevada Secretary of State
      on October 6, 2004 (1)3.2
              
              3.2
              
              By-Laws
      of Registrant (1)10.1
              
              10.1
              
              Consulting
      Agreement between Registrant and Rachel Wosk dated as of May 1, 2006
      (2)14
              
              14
              
              Code
      of Ethics (3)21
              
              *
              
              List
      of Subsidiaries31.1/31.2
              
              *
              
              Rule
      13(a) – 14(a)/15(d) – 14(a) Certification of Principal Executive and
      Financial Officer32.1/32.2
              
              *
              
              Rule
      1350 Certification of Chief Executive and Financial
  Officer





* Filed
herewith.




(1)
            Filed
      with the Securities and Exchange Commission on March 2, 2005, as an
      exhibit, numbered as indicated above, to the Registrant’s registration
      statement (SEC File No. 333-123092) on Form SB-2, which exhibit is
      incorporated herein by reference.




(2)
            Filed
      with the Securities and Exchange Commission on August 17, 2006, as an
      exhibit, numbered as indicated above, to the Registrant’s Quarterly Report
      on Form 10-QSB for the quarter ended June 30, 2006, which exhibit is
      incorporated herein by reference.




(3)
            Filed
      with the Securities and Exchange Commission on April 2, 2007, as an
      exhibit, numbered as indicated above, to the Registrant’s Annual Report on
      Form 10-KSB for the year ended December 31, 2006, which exhibit is
      incorporated herein by
reference.


19





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





INTERNATIONAL
      CELLULAR ACCESSORIESDated:  March
      23, 2009
                By:
                /s/ Clifford ChapmanClifford
      Chapman, President andChief
      Executive Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on this 23rd day of March,
2009





/s/ Clifford ChapmanClifford
      Chapman, President, Chief Executive Officer,Chief Financial Officer
      and Director


20




FINANCIAL
INFORMATION




PageReport
      of Independent Registered Public Accounting Firm
                  
                  F-2Balance
      Sheets as of December 31, 2008 and 2007
                  
                  F-3Statements
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period from Inception (October 6, 2004) to December 31,
    2008
                  
                  F-4Statement
      of Stockholders’ (Deficit) for the period from Inception (October 6,
      2004) to December 31, 2008
                  
                  F-5Statements
      of Cash Flows for the years ended December 31, 2008 and 2007 and for the
      period from Inception (October 6, 2004) to December 31,
    2008
                  
                  F-6Notes
      to Financial Statements
                  
                  F-7
      – F-12





F-1





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders


International
Cellular Accessories, Inc.


Las
Vegas, Nevada




We have
audited the accompanying balance sheet of International Cellular Accessories,
Inc. as of December 31,
2008 and 2007, and the related statements of operations, stockholders’ deficit,
and cash flows for the year then ended and from inception (October 6, 2004)
through December 31, 2008.  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
audit.




We
conducted our audit 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 audit provides a reasonable basis
for our opinion.




In our
opinion, based on our audit, the financial statements referred to above present
fairly, in all material respects, the financial position of International
Cellular Accessories, Inc. as of December 31, 2008 and 2007, and the results of
its operations and cash flows for the years then ended and from inception
(October 6, 2004) through December 31, 2008 in conformity with accounting
principles generally accepted in the United States.




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 and
current liabilities exceed current assets, 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.




De Joya
Griffith & Company, LLC


/s/ De
Joya Griffith & Company, LLC


Henderson,
Nevada


March 13,
2009





F-2





INTERNATIONAL
CELLULAR ACCESSORIES


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS





As of
                      
                      
                      As ofDecember 31, 2008
                      
                      
                      December 31, 2007(Audited)
                      
                      
                      (Audited)ASSETSCurrent
      assetsCash
                      
                      $
                      5,620
                      
                      
                      $
                      19,023Total
      current assets
                      
                      
                      5,620
                      
                      
                      
                      19,023Total
      assets
                      
                      $
                      5,620
                      
                      
                      $
                      19,023LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccrued
      interest payable
                      
                      $
                      9,070
                      
                      
                      $
                      6,503Convertible
      debts, current portion
                      
                      
                      65,000
                      
                      
                      
                      -Accounts
      payable
                      
                      
                      9,025
                      
                      
                      
                      -Total
      current liabilities
                      
                      
                      83,095
                      
                      
                      
                      6,503Long
      term liabilitiesAccrued
      interest payable, net of current portion
                      
                      
                      3,088
                      
                      
                      
                      -Convertible
      debts, net of current portion
                      
                      
                      51,250
                      
                      
                      
                      100,000Total
      long term liabilities
                      
                      
                      54,338
                      
                      
                      
                      100,000Total
      liabilities
                      
                      
                      137,433
                      
                      
                      
                      106,503Stockholders'
      deficitCommon
      stock; $.001 par value; 75,000,000 shares authorized, 3,150,000 shares
      issued and outstanding as of December 31, 2008 and 2007
                      
                      
                      3,150
                      
                      
                      
                      3,150Additional
      paid-in capital
                      
                      
                      74,850
                      
                      
                      
                      74,850Deficit
      accumulated during the development stage
                      
                      
                      (209,813
                      )
                      
                      
                      (170,754
                      )Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      5,274Total
      stockholders' deficit
                      
                      
                      (131,813
                      )
                      
                      
                      (87,480
                      )Total
      liabilities and stockholders' deficit
                      
                      $
                      5,620
                      
                      
                      $
                      19,023




See
Accompanying Notes to Financial Statements





F-3





INTERNATIONAL
CELLULAR ACCESSORIES


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS





From inceptionJanuary 1, 2008
                        
                        
                        January 1, 2007
                        
                        
                        (October 6, 2004)through
                        
                        
                        through
                        
                        
                        throughDecember 31, 2008
                        
                        
                        December 31, 2007
                        
                        
                        December 31, 2008(Audited)
                        
                        
                        (Audited)
                        
                        
                        (Audited)Revenue
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        7,684Cost
      of goods sold
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,812Gross
      profit
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,872Operating
      expensesProfessional
      fees
                        
                        
                        35,416
                        
                        
                        
                        28,149
                        
                        
                        
                        168,393General
      and administrative
                        
                        
                        3,325
                        
                        
                        
                        1,581
                        
                        
                        
                        39,739Total
      operating expenses
                        
                        
                        38,741
                        
                        
                        
                        29,730
                        
                        
                        
                        208,132Loss
      from operations
                        
                        
                        (38,741
                        )
                        
                        
                        (29,730
                        )
                        
                        
                        (204,260
                        )Other
      income (expense):Other
      income
                        
                        
                        5,274
                        
                        
                        
                        -
                        
                        
                        
                        5,274Interest
      expense
                        
                        
                        (5,655
                        )
                        
                        
                        (4,414
                        )
                        
                        
                        (12,158
                        )Interest
      income
                        
                        
                        63
                        
                        
                        
                        346
                        
                        
                        
                        1,332Total
      other (expense)
                        
                        
                        (318
                        )
                        
                        
                        (4,068
                        )
                        
                        
                        (5,553
                        )Net
      loss
                        
                        $
                        (39,059
                        )
                        
                        $
                        (33,799
                        )
                        
                        $
                        (209,813
                        )Basic
      loss per common share
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Basic
      weighted average common shares outstanding
                        
                        
                        3,150,000
                        
                        
                        
                        3,150,000





See
Accompanying Notes to Financial Statements





F-4





INTERNATIONAL
CELLULAR ACCESSORIES


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS' DEFICIT


(Audited)





AccumulatedDeficitAdditional
                
                
                Other
                
                
                During the
                
                
                TotalCommon Stock
                
                
                Paid-in
                
                
                Comprehensive
                
                
                Development
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Capital
                
                
                Income (Loss)
                
                
                Stage
                
                
                DeficitBalance
      at October 6, 2004 (Date of inception)
                
                
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —Common
      Stock Issued for Cash
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                4,000
                
                
                
                -
                
                
                
                -
                
                
                
                5,000Other
      comprehensive incomeForeign
      currency translation adjustment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (176
                )
                
                
                -
                
                
                
                (176
                )Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (181
                )
                
                
                (181
                )Balance,
      December 31, 2004
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                4,000
                
                
                
                (176
                )
                
                
                (181
                )
                
                
                4,643Common
      Stock Issued for Cash
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                49,000
                
                
                
                -
                
                
                
                -
                
                
                
                50,000Other
      comprehensive income
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                3,484
                
                
                
                -
                
                
                
                3,484Foreign
      currency translation adjustment
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                —Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (10,696
                )
                
                
                (10,696
                )Balance,
      December 31, 2005
                
                
                2,000,000
                
                
                
                2,000
                
                
                
                53,000
                
                
                
                3,308
                
                
                
                (10,877
                )
                
                
                47,431Common
      Stock Issued for Services
                
                
                1,150,000
                
                
                
                1,150
                
                
                
                21,850
                
                
                
                -
                
                
                
                -
                
                
                
                23,000Other
      comprehensive incomeForeign
      currency translation adjustment
                
                
                -
                
                
                
                —
                
                
                
                —
                
                
                
                1,966
                
                
                
                -
                
                
                
                1,966Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (126,078
                )
                
                
                (126,078
                )Balance,
      December 31, 2006
                
                
                3,150,000
                
                
                
                3,150
                
                
                
                74,850
                
                
                
                5,274
                
                
                
                (136,955
                )
                
                
                (53,681
                )Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (33,799
                )
                
                
                (33,799
                )Balance,
      December 31, 2007
                
                
                3,150,000
                
                
                
                3,150
                
                
                
                74,850
                
                
                
                5,274
                
                
                
                (170,754
                )
                
                
                (87,480
                )Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (5,274
                )
                
                
                (39,059
                )
                
                
                (44,333
                )Balance,
      December 31, 2008 (audited)
                
                
                3,150,000
                
                
                $
                3,150
                
                
                $
                74,850
                
                
                
                —
                
                
                $
                (209,813
                )
                
                $
                (131,813
                )





See
Accompanying Notes to Financial Statements





F-5





INTERNATIONAL
CELLULAR ACCESSORIES


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS





From InceptionJanuary 1, 2008
                            
                            
                            January 1, 2007
                            
                            
                            (October 6, 2004)through
                            
                            
                            through
                            
                            
                            throughDecember 31, 2008
                            
                            
                            December 31, 2007
                            
                            
                            December 31, 2008(Audited)
                            
                            
                            (Audited)
                            
                            
                            (Audited)Cash
      flows from operating activities:Net
      loss
                            
                            $
                            (39,059
                            )
                            
                            $
                            (33,799
                            )
                            
                            $
                            (209,813
                            )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Stock
      based services
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            23,000Changes
      in operating assets and liabilities:Increase
      in accrued interest payable
                            
                            
                            5,655
                            
                            
                            
                            4,414
                            
                            
                            
                            12,158Change
      in accounts payable
                            
                            
                            9,025
                            
                            
                            
                            -
                            
                            
                            
                            9,025Net
      cash used by operating activities
                            
                            
                            (24,379
                            )
                            
                            
                            (29,385
                            )
                            
                            
                            (165,630
                            )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            55,000Proceeds
      from issuance of convertible debt
                            
                            
                            16,250
                            
                            
                            
                            35,000
                            
                            
                            
                            116,250Net
      cash provided by financing activities
                            
                            
                            16,250
                            
                            
                            
                            35,000
                            
                            
                            
                            171,250Net
      increase (decrease) in cash
                            
                            
                            (8,129
                            )
                            
                            
                            5,615
                            
                            
                            
                            5,620Effect
      of foreign currency translation
                            
                            
                            (5,274
                            )
                            
                            
                            -
                            
                            
                            
                            -Cash,
      beginning of period
                            
                            
                            19,023
                            
                            
                            
                            13,408
                            
                            
                            
                            -Cash,
      end of period
                            
                            $
                            5,620
                            
                            
                            $
                            19,023
                            
                            
                            $
                            5,620Supplementary
      cash flow information:Cash
      payments for income taxes
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            —Cash
      payments for interest
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            —





See
Accompanying Notes to Financial Statements





F-6





INTERNATIONAL
CELLULAR ACCESSORIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


(AUDITED)





1. 
BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES




BASIS OF
PRESENTATION AND ORGANIZATION - The accompanying Condensed Financial Statements
of International Cellular Accessories (the "Company") should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 2008. Significant accounting policies disclosed therein have not
changed except as noted below.




The
accompanying Financial Statements and the related footnote information are
audited. In the opinion of management, they include all normal recurring
adjustments necessary for a fair presentation of the balance sheet of the
Company as of December 31, 2008 and the results of its operations and cash flows
for the twelve months ended December 31, 2008.




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 with plans to be in the business of importing new cellular
accessories for resale to both wholesalers and retailers across Canada firstly
and, later on, to the rest of North America. In April 2006, the Company decided
to discontinue operations in this area. We are presently inactive, but are
looking at ventures of merit for corporate participation as a means of enhancing
shareholder value. The Company operations have been limited to general
administrative operations and are considered a development stage company in
accordance with Statement of Financial Accounting Standards No. 7.




Going concern - The
Company incurred net losses of $209,813 from Inception (October 6, 2004) through
December 31, 2008.  The Company 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.




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.





F-7


INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 (AUDITED)




1. 
BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(continued)




Cash and Cash
Equivalents - For purposes of the statement of cash flows, the Company
considers highly liquid financial instruments purchased with a maturity of three
months or less to be cash equivalents.




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 inception (October 6, 2004) through
December 31, 2008, no common stock equivalents were included in the computation
of diluted earnings per share because their effect would be
antidilutive.




Foreign Currency
Translation   - The Company’s functional currency prior to
June 30, 2006 was in Canadian dollars as substantially all of the Company’s
operations were 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 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. As of June 30, 2006, all of the Company’s
operations were in the United States and the functional currency is the United
States dollar.





F-8


INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 (AUDITED)


1. 
BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(continued)




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.




New accounting
pronouncements –




In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations (“SFAS No. 141R”). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 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 No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity’s first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to
December 31, 2008 will be recorded and disclosed following existing GAAP. The
Company and management does not expect the adoption of SFAS 141R will have a
material impact on the Company’s financial position or results of
operations.




In
September 2006, FASB issued SFAS No. 157, Fair Value Measure (“SFAS No. 157”).
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), expands disclosures
about fair value measurements, and applies under other accounting pronouncements
that require or permit fair value measurements.  SFAS No. 157 does not
require any new fair value measurements.  However, the FASB
anticipates that for some entities, the application of SFAS No. 157 will change
current practice.  SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, which for the Company
is the fiscal year beginning January 1, 2008.  The adoption of this
standard did not have an impact on the Company’s results of operations or
financial position.




In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115” (hereinafter “SFAS No. 159”). This statement permits entities
to choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Board’s long-term
measurement objectives for accounting for financial instruments. This statement
is effective as of the beginning of the Company’s first fiscal year that begins
after November 15, 2007, although earlier adoption is permitted. Effective
January 1, 2008, the Company adopted this statement. To date, the Company has
not applied this standard to the measurement of any reported amounts.
Accordingly, the adoption of this standard did not have an impact on the
Company’s results of operations or financial position.





F-9


INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 (AUDITED)


1. 
BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(continued)




New accounting
pronouncements – (continued)




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” which applies to
all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008. The adoption of this statement is not
expected to have a material effect on the Company’s financial
statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS “161”)
as amended and interpreted, which requires enhanced disclosures about an
entity’s derivative and hedging activities and thereby improves the transparency
of financial reporting. Disclosing the fair values of derivative instruments and
their gains and losses in a tabular format provides a more complete picture of
the location in an entity’s financial statements of both the derivative
positions existing at period end and the effect of using derivatives during the
reporting period. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. Early adoption is
permitted, but not expected.




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement is not expected to have a material effect on the Company’s
financial statements.




2. STOCKHOLDERS’
DEFICIT




The
Company has 75,000,000 shares authorized and 3,150,000 issued and outstanding as
of December 31, 2008. The issued and outstanding shares were issued as
follows:





F-10


INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 (AUDITED)


2. STOCKHOLDERS’
DEFICIT (continued)




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.




1,150,000
common shares were issued to Clifford W. Chapman on April 3, 2006 in
consideration of his serving as the Company’s sole officer and director at $0.02
per share. The Board of Directors deemed this to be a reasonable
value.




3. CONVERTIBLE
NOTES PAYABLE




On May
10, 2006, the Company issued an aggregate of $65,000 of convertible notes. The
convertible notes accrue interest at 5% per annum, compounded annually and
payable at the maturity date of May 9, 2009. The note holder has the option to
convert any unpaid note principal and accrued interest to the Company’s common
stock at a rate of $1.00 per share starting May 10, 2007.  Clifford
Chapman, our sole officer and director, was one of the five persons and was
issued a note in the principal amount of $3,859.




On May
24, 2007, the Company issued an aggregate of $35,000 of convertible notes. The
convertible notes accrue interest at 5% per annum, compounded annually and
payable at the maturity date of May 24, 2010. The note holder has the option to
convert any unpaid note principal and accrued interest to the Company’s common
stock at a rate of $1.00 per share starting May 24, 2008.  Clifford
Chapman, our sole officer and director, was one of the five persons and was
issued a note in the principal amount of $2,078.




On July
21, 2008, the Company issued a $7,000 convertible note. The convertible note
accrues interest at 5% per annum, compounded annually and payable at the
maturity date of July 21, 2011. The note holder has the option to convert any
unpaid note principal and accrued interest to the Company’s common stock at the
rate of $1.00 per share starting July 21, 2009.




On
November 25, 2008, the Company issued a $13,000 convertible note. The
convertible note accrues interest at 5% per annum, compounded annually and
payable at the maturity date of November 25, 2011. The note holder has the
option to convert any unpaid note principal and accrued interest to the
Company’s common stock at the rate of $1.00 per share starting November 25,
2009. Although the note was issued for $13,000, the Company only received $9,250
of  proceeds during the year ended December 31, 2008.  The
remaining balance was paid by the Note holder directly to our counsel to cover
legal expenses on January 20, 2009.  Therefore, as of December 31,
2008, the note was recorded for $9,250.





F-11


INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 (AUDITED)


3. 
CONVERTIBLE NOTES PAYABLE (continued)




The
Company has determined that none of the convertible notes have a beneficial
conversion feature since the price of the stock at issuance of the notes was
less than the conversion price of $1.00 per share.




4. 
SUBSEQUENT EVENTS




As
indicated in Note 3.  “Convertible Notes Payable,” the Company
recorded additional proceeds of $3,750 for a payment made directly to our
counsel by a note holder.  Total proceeds received for the note dated
November 25, 2008 is $13,000.





F-12