U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)




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





For
Fiscal Year Ended: December 31, 2009




OR


o
            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
              
              07762(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 oNo þ




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 þNo o




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 þNo o




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. þ




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
            o
            Accelerated
      Filer
            oNon-Accelerated Filer
              (Do not
      check if a smaller reporting company)
            o
            Smaller reporting
      company
            þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes þ    No
o




As of
February 24, 2010, 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 February 24, 2010 was
approximately $0 based on the closing bid price of our common stock on February
24, 2010.




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
              
              41.
              Business
              41A.
              Risk
      Factors
              51B.
              Unresolved Staff
      Comments
              92.
              Properties
              93.
              Legal
      Proceedings
              94.
              Submission Of Matters To A Vote
      Of Security Holders
              9PART II
              
              105.
              Market For
      Registrant’s Common Equity, Related Stockholder Matters And
      Issuer Purchases Of Equity
      Securities
              106.
              Selected Financial
      Data
              107.
              Management’s
      Discussion and Analysis of Financial Condition and Results
              118.
              Financial Statements
      and Supplemental Data
              119.
              Changes In And
      Disagreements With Accountants On Accounting And Financial
      Disclosure
              129A.[T]
              Controls And
      Procedures
              129B.
              Other
      Information
              13PART
    III
              
              1310.
              Directors, Executive
      Officers, and Corporate Governance
              1311.
              Executive
      Compensation
              1512.
              Security Ownership
      Of Certain Beneficial Owners And Management And Related Stockholder
      Matters
              1613.
              Certain
      Relationships And Related Transactions and Director
      Independence
              1714.
              Principal Accountant
      Fees And Services
              17PART IV
              
              1815.
              Exhibits and
      Financial Statement Schedules
              18





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
February 24, 2010, 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 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.




In
consideration of April 30, 2009 loan from one person in the amount of $10,000,
we issued a promissory note (the “Note”) dated April 30, 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 April 30, 2010.




In
consideration of August 12, 2009 loan from one person in the amount of $12,000,
we issued a promissory note (the “Note”) dated August 12, 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 August 12, 2010.




In
consideration of November 12, 2009 loan from one person in the amount of
$12,000, we issued a promissory note (the “Note”) dated November 12, 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 November 12, 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 $65,371 and $39,059 during the
years ended December 31, 2009 and 2008, respectively.  As of December
31, 2009, our accumulated deficit was $275,184. We have not achieved revenues
since fiscal year 2005.   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, 2009 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.




5




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.





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,
2009, 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.




6





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.





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.




7




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.





Our
common stock is currently quoted on the NASD’s Over-the-Counter Bulletin Board
under the symbol “ICLA.” 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.




8





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
07762.  The office is provided to us on a rent free basis by our sole
executive officer.





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.





9





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”
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, 2008
            
            $0.32
            
            $0.32June
      30, 2008
            
            $0.32
            
            $0.32September
      30, 2008
            
            $0.32
            
            $0.32December
      31, 2008
            
            $0.32
            
            $0.32March
      31, 2009
            
            $0.32
            
            $0.32June
      30, 2009
            
            $0.32
            
            $0.32September
      30, 2009
            
            $0.32
            
            $0.32December
      31, 2009
            
            $0.00
            
            $0.00





Holders





As of
February 24, 2010, 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.





Recent
Sales of Unregistered Securities





We sold
no equity securities during the fiscal year ended December 31,
2009.





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.




10





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, 2009 and do
not have any present operations. During the year ended December 31, 2009, 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, 2009 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, 2009 and 2008, we had cash of $1,118 and $5,620, current assets of
$1,118 and $5,620 and current liabilities of $112,654 and $83,095,
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 April 2006 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.





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.




11


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.





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.




12




Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal control over financial reporting that
occurred during the year ended December 31, 2009 that have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting.





ITEM
9B.OTHER
INFORMATION





We are
currently in default of the $65,000 notes issued on May 10,
2006.  There were no other defaults upon senior securities during the
year ended December 31, 2009.




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 February 24, 2010, 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
            
            41
            
            April
      1, 2006





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.




13




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 to 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.





14





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 07762.





ITEM
11. EXECUTIVE COMPENSATION





The
following table sets forth information concerning the total compensation paid or
accrued by us during the two fiscal years ended December 31, 2009 and 2008 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,
2009; (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, 2009; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended December 31, 2009, that
received annual compensation during the fiscal year ended December 31, 2009 in
excess of $100,000.





Summary
Compensation Table




Name
      and
                Principal Position

                  (a)
              
              Year

                  (b)
              
              Salary
      ($)

                  (c)
              
              Bonus
      ($)

                  (d)
              
              Stock
      Awards ($)

                  (e)
              
              Option
      Awards ($)

                  (f)
              
              Non-Equity
      Incentive Plan Compen-sation ($)

                  (g)
              
              Change
      in Pension Value and Non-qualified Deferred Compen-sation Earnings ($)

                  (h)
              
              All
      Other Compensation ($)

                  (i)
              
              Total
      ($)

                  (j)Clifford
      Chapman,
              
              2009
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0Chief
      Executive and Financial Officer
              
              2008
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0




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.




15




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, 2009, 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, 2009 by:


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


●
 ●
 ●




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, 2009.  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 Addressof
      Beneficial Owner
            
            Title
      of Class
            
            Amount
      and NatureofBeneficial Ownership
            
            Percent
      of Class(1)Clifford
      Chapman
              10
      Warren Avenue
              Spring
      Lake, NJ 07762
            
            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%




16




(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,
      2009.


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, 2009, 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.





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, 2009 and 2008 are set forth in the
table below:





Fee
      Category
            
            Fiscal
      year ended December 31, 2009
            
            
            Fiscal
      year ended December 31, 2008Audit
      fees (1)
            
            $
            8,000
            
            
            $
            16,000Audit-related
      fees (2)
            
            
            0
            
            
            
            0Tax
      fees (3)
            
            
            400
            
            
            
            0All
      other fees (4)
            
            
            0
            
            
            
            0Total
      fees
            
            $
            8,400
            
            
            $
            16,000





(1)           Audit
fees consist of fees incurred for professional services rendered for the audit
of financial statements, for reviews of our interim 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 financial statements,
but are not reported under “Audit fees.”




17




(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.





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, 2009 and 2008
            F-3Statements
      of Operations for the years ended December 31, 2009 and 2008and
      for the period from Inception (October 6, 2004) to December 31,
      2009
            F-4Statement of
      Stockholders’ Deficit for the period from Inception
      (October 6, 2004)  to December 31, 2009
            F-5Statements of Cash
      Flows for the years ended December 31, 2009 and 2008 and
      for the period from Inception (October 6, 2004) to December 31,
      2009
            F-6Notes to Financial
      Statements
            F-7 –
  F-14




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.




18




Exhibits





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:  February
      24, 2010
              By:
              /s/ Clifford
      ChapmanClifford
      ChapmanPresident and Chief 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 24th day
of February, 2010









/s/ Clifford
      ChapmanClifford
      ChapmanPresident, 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, 2009 and 2008
            F-3Statements
      of Operations for the years ended December 31, 2009 and 2008and
      for the period from Inception (October 6, 2004) to December 31,
      2009
            F-4Statement of
      Stockholders’ Deficit for the period from Inception
      (October 6, 2004) to December 31, 2009
            F-5Statements of Cash
      Flows for the years ended December 31, 2009 and 2008 and
      for the period from Inception (October 6, 2004) to December 31,
      2009
            F-6Notes to Financial
      Statements
            F-7 –
  F-14






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 sheets of International Cellular Accessories,
Inc. (A Development
Stage Company) as of December 31, 2009 and 2008, and the related statements of
operations, stockholders’ deficit, and cash flows for the years then ended and
from inception (October 6, 2004) through December 31, 2009.  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. (A Development Stage Company) as of December 31, 2009
and 2008, and the results of its operations and cash flows for the years then
ended and from inception (October 6, 2004) through December 31, 2009 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
 February
22, 2010


F-2





INTERNATIONAL CELLULAR ACCESSORIES (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS


As
      of
                
                
                As
      ofDecember
      31, 2009
                
                
                December
      31, 2008ASSETS
                
                (Audited)
                
                
                (Audited)Current
      assetsCash
                
                $
                1,118
                
                
                $
                5,620Total
      current assets
                
                
                1,118
                
                
                
                5,620Total
      assets
                
                $
                1,118
                
                
                $
                5,620LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                
                $
                -
                
                
                $
                9,025Accrued
      interest payable
                
                
                17,404
                
                
                
                9,070Convertible
      debts, current portion
                
                
                100,000
                
                
                
                65,000Total
      current liabilities
                
                
                117,404
                
                
                
                83,095Long
      term liabilitiesAccrued
      interest payable, net of current portion
                
                
                2,898
                
                
                
                3,088Convertible
      debts, net of current portion
                
                
                78,000
                
                
                
                51,250Total
      long term liabilities
                
                
                80,898
                
                
                
                54,338Total
      liabilities
                
                
                198,302
                
                
                
                137,433Stockholders'
      deficitCommon
      stock; $.001 par value; 75,000,000 sharesauthorized,
      3,150,000 shares issued and outstanding as of December 31, 2009 and 2008,
      respectively
                
                
                3,150
                
                
                
                3,150Additional
      paid-in capital
                
                
                74,850
                
                
                
                74,850Deficit
      accumulated during the development stage
                
                
                (275,184
                )
                
                
                (209,813
                )Total
      stockholders' deficit
                
                
                (197,184
                )
                
                
                (131,813
                )Total
      liabilities and stockholders' deficit
                
                $
                1,118
                
                
                $
                5,620
 See
Accompanying Notes to Financial Statements


F-3








INTERNATIONAL CELLULAR
ACCESSORIES (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF
OPERATIONS





January
      1, 2009
                
                
                January
      1, 2008
                
                
                (October
      6, 2004)through
                
                
                through
                
                
                throughDecember
      31, 2009
                
                
                December
      31, 2008
                
                
                December
      31, 2009(Audited)
                
                
                (Audited)
                
                
                (Audited)Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                7,684Cost
      of goods sold
                
                
                -
                
                
                
                -
                
                
                
                3,812Gross
      profit
                
                
                -
                
                
                
                -
                
                
                
                3,872Operating
      expensesProfessional
      fees
                
                
                55,762
                
                
                
                35,416
                
                
                
                224,155General
      and administrative
                
                
                1,465
                
                
                
                3,325
                
                
                
                41,204Total
      operating expenses
                
                
                57,227
                
                
                
                38,741
                
                
                
                265,359Loss
      from operations
                
                
                (57,227
                )
                
                
                (38,741
                )
                
                
                (261,487
                )Other
      income (expense):Other
      income
                
                
                -
                
                
                
                5,274
                
                
                
                5,273Interest
      expense
                
                
                (8,144
                )
                
                
                (5,655
                )
                
                
                (20,302
                )Interest
      income
                
                
                -
                
                
                
                63
                
                
                
                1,332Total
      other (expense)
                
                
                (8,144
                )
                
                
                (318
                )
                
                
                (13,697
                )Net
      loss
                
                $
                (65,371
                )
                
                $
                (39,059
                )
                
                $
                (275,184
                )Basic
      loss per common share
                
                $
                (0.02
                )
                
                $
                (0.01
                )Basic
      weighted averagecommon
      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
                    
                    
                    3,150,000
                    
                    
                    
                    3,150
                    
                    
                    
                    74,850
                    
                    
                    
                    --
                    
                    
                    
                    (209,813
                    )
                    
                    
                    (131,813
                    )Net
      loss
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    (65,371
                    )
                    
                    
                    (65,371
                    )Balance,
      December 31, 2009
                    
                    
                    3,150,000
                    
                    
                    $
                    3,150
                    
                    
                    $
                    74,850
                    
                    
                    
                    --
                    
                    
                    $
                    (275,184
                    )
                    
                    $
                    (197,184
                    )
 F-5
 
 INTERNATIONAL CELLULAR ACCESSORIES
 (A DEVELOPMENT STAGE COMPANY) STATEMENTS
OF CASH FLOWS


January
      1, 2009
                  
                  
                  January
      1, 2008
                  
                  
                  (October
      6, 2004)through
                  
                  
                  through
                  
                  
                  throughDecember
      31, 2009
                  
                  
                  December
      31, 2008
                  
                  
                  December
      31, 2009Cash
      flows from operating activities:
                  
                  (Audited)
                  
                  
                  (Audited)
                  
                  
                  (Audited)Net
      loss
                  
                  $
                  (65,371
                  )
                  
                  $
                  (39,059
                  )
                  
                  $
                  (275,184
                  )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Stock
      based services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  23,000Changes
      in operating assets and liabilities:Increase
      in accrued interest payable
                  
                  
                  8,144
                  
                  
                  
                  5,655
                  
                  
                  
                  20,302Decrease
      in accounts payable
                  
                  
                  (9,025
                  )
                  
                  
                  9,025
                  
                  
                  
                  -Net
      cash used by operating activities
                  
                  
                  (66,252
                  )
                  
                  
                  (24,379
                  )
                  
                  
                  (231,882
                  )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  55,000Proceeds
      from issuance of convertible debt
                  
                  
                  61,750
                  
                  
                  
                  16,250
                  
                  
                  
                  178,000Net
      cash provided by financing activities
                  
                  
                  61,750
                  
                  
                  
                  16,250
                  
                  
                  
                  233,000Net
      increase (decrease) in cash
                  
                  
                  (4,502
                  )
                  
                  
                  (13,403
                  )
                  
                  
                  1,118Cash,
      beginning of period
                  
                  
                  5,620
                  
                  
                  
                  19,023
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  1,118
                  
                  
                  $
                  5,620
                  
                  
                  $
                  1,118Supplementary
      cash flow information:Cash
      payments for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      payments for interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 See
Accompanying Notes to Financial Statements




F-6




1. BASIS OF PRESENTATION AND
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 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 Financial Statement Accounting Board Accounting Standard
Codification  915-10 (ASC 915-10) “Development Stage
Entities”.
 
 Going concern - The
Company incurred net losses of $275,184 from Inception (October 6, 2004) through
December 31, 2009.  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 relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty.
 
 Year end - The
Company’s year end is December 31.
 
 Use of estimates -
The preparation of 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


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 ASC 740 “Income Taxes”,
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 ASC
260, “Earnings per Share”. Under the provisions of ASC 260, 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, 2009, 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 ASC 830 - “Foreign Currency Matters”.
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
December 31, 2009, all of the Company’s operations were in the United States and
the functional currency is the United States dollar.
  F-8
  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 –
 
 InJanuary 2010, the FASB
(Financial Accounting Standards Board) issued Accounting Standards Update
2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas
(Topic 932): Oil and Gas Reserve Estimation and
Disclosures.  This amendment to Topic 932 has improved the
reserve estimation and disclosure requirements by (1) updating the reserve
estimation requirements for changes in practice and technology that have
occurred over the last several decades and (2) expanding the disclosure
requirements for equity method investments.  This is effective for
annual reporting periods ending on or after December 31,
2009.  However, an entity that becomes subject to the disclosures
because of the change to the definition oil- and gas- producing activities may
elect to provide those disclosures in annual periods beginning after December
31, 2009.  Early adoption is not permitted.  The Company
does not expect the provisions of ASU 2010-03 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
 
 InJanuary 2010, the FASB
issued Accounting Standards Update 2010-02, Consolidation (Topic 810):
Accounting and Reporting for Decreases in Ownership of a
Subsidiary.  This amendment to Topic 810 clarifies, but does
not change, the scope of current US GAAP.  It clarifies the decrease
in ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP.  An entity will
be required to follow the amended guidance beginning in the period that it first
adopts FAS 160 (now included in Subtopic 810-10).  For those entities
that have already adopted FAS 160, the amendments are effective at the beginning
of the first interim or annual reporting period ending on or after December 15,
2009. The amendments should be applied retrospectively to the first period that
an entity adopted FAS 160.  The Company does not expect the provisions
of ASU 2010-02 to have a material effect on the financial position, results of
operations or cash flows of the Company.
 
 In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force).This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis.  The
Company does not expect the provisions of ASU 2010-01 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
  F-9
  1. BASIS OF PRESENTATION AND
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities.  This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement
167.
 
 In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial
Assets.  This Accounting Standards Update amends the FASB Accounting
Standards Codification for Statement 166.
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing.  This Accounting Standards Update amends the FASB
Accounting Standard Codification for EITF 09-1.  (See EITF 09-1
effective date below)
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software
Elements.  This update changed the accounting model for revenue
arrangements that include both tangible products and software
elements.  Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted.  The Company does not
expect the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements.  This update addressed the accounting for
multiple-deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will be
separated in more circumstances than under existing US GAAP.  This
amendment has eliminated that residual method of
allocation.  Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
 
 In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF
09-1").  The provisions of (ASC Topic 470), clarifies the accounting
treatment and disclosure of share-lending arrangements that are classified as
equity in the financial statements of the share lender.  An example of
a share-lending arrangement is an agreement between the Company (share lender)
and an investment bank (share borrower) which allows the investment bank to use
the loaned shares to enter into equity derivative contracts with
investors.  (ASC Topic 470) is effective for fiscal years that begin
on or after December 15, 2009 and requires retrospective application for all
arrangements outstanding as of the beginning of fiscal years beginning on or
after December 15, 2009.   Share-lending arrangements that have
been terminated as
 
 F-10
 
 1. BASIS OF PRESENTATION AND
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 a result
of counterparty default prior to December 15, 2009, but for which the entity has
not reached a final settlement as of December 15, 2009 are within the
scope.  Effective for share-lending arrangements entered into on or
after the beginning of the first reporting period that begins on or after June
15, 2009.  The Company does not expect the provisions of (ASC Topic
470)  to have a material effect on the financial position, results of
operations or cash flows of the Company.
 
 In June
2009, the Securities and Exchange Commission's Office of the Chief Accountant
and Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007) (ASC Topic 805), Business
Combinations, and Statement of Financial Accounting Standards No. 160 (ASC Topic
810), Non-controlling Interests in Consolidated Financial Statements. The
statements in staff accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the Division
of Corporation Finance and the Office of the Chief Accountant in administering
the disclosure requirements of the Federal securities laws.
 
 In April
2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-Profit Entities:
Mergers and Acquisitions - including an amendment of FASB Statement No. 142"
("SFAS 164"). The provisions of (ASC Topic 810)  provide guidance on
accounting for a combination of not-for-profit entities either via merger or
acquisition.  (ASC Topic 810) is effective for mergers occurring on or
after the beginning of an initial reporting period beginning on or after
December 15, 2009.
 
 2.  
STOCKHOLDERS’
DEFICIT
 
 The
Company has 75,000,000 shares authorized and 3,150,000 issued and outstanding as
of December 31, 2009. The issued and outstanding shares were issued as
follows:
 
 500,000
common shares were issued to Leah Wosk on October 29, 2004 for the sum of $2,500
in cash.
 
 500,000
common shares were issued to Rachel Cecile Wosk on October 29, 2004 for the sum
of $2,500 in cash.
 
 1,000,000
common shares were issued to 30 investors in the Company’s SB-2 offering for the
aggregate sum of $50,000 in cash. The Regulation SB-2 offering was declared
effective by the Securities and Exchange Commission on May 27, 2005 and
completed in June 2005.
  F-11
  2.  
STOCKHOLDERS’ DEFICIT
(continued)
 
 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 NOTE
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. We are currently in default of
the $65,000 notes issued on May 10, 2006.
 
 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.
 
 On
February 24, 2009, the Company issued a $24,000 convertible note. The
convertible note accrues interest at 5% per annum, compounded annually and
payable at the maturity date of February 24, 2012. 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 February 24,
2010.
 
 On April
30, 2009, the Company issued a $10,000 convertible note. The convertible note
accrues interest at 5% per annum, compounded annually and payable at the
maturity date of April 30, 2012. 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 April 30, 2010.
  F-12
  3.  
CONVERTIBLE NOTES
PAYABLE (continued)
 
 On August
12, 2009, the Company issued a $12,000 convertible note. The convertible note
accrues interest at 5% per annum, compounded annually and payable at the
maturity date of August 12, 2012. 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 August 12, 2010.
 
 On
November 12, 2009, the Company issued a $12,000 convertible note. The
convertible note accrues interest at 5% per annum, compounded annually and
payable at the maturity date of November 12, 2012. 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 12,
2010.
 
 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.
 
 A
beneficial conversion feature arises when the conversion price of a convertible
note is less than the fair value of the instrument into which the convertible
note is convertible.
 
 4.  
INCOME
TAX
 
 At
December 31, 2009 and 2008, the Company had a federal operating loss carry
forward of approximately $275,184 and $209,813, respectively, which expires in
varying amounts between 2029 and 2028.
 
 The
provision for income taxes consisted of the following components for the years
ended December 31:
  2009
              
              
              2008Current:Federal
              
              
              --
              
              
              
              --State
              
              
              --
              
              
              
              --Deferred:
              
              
              --
              
              
              
              --
  Components
of net deferred tax assets, including a valuation allowance, are as follows at
December 31:
 
 2009
              
              
              2008Deferred
      tax assets:Net
      operating loss carryforward
              
              $
              96,314
              
              
              $
              73,435Total
      deferred tax assets
              
              
              96,314
              
              
              
              73,435Less:
      Valuation Allowance
              
              
              (96,314
              )
              
              
              (73,435
              )Net
      Deferred Tax Assets
              
              $
              --
              
              
              $
              --
  F-13
 
 4.  
INCOME TAX
(continued)
 
 The
valuation allowance for deferred tax assets as of December 31, 2009 and 2008 was
$96,314 and $73,435, respectively.  In assessing the recovery of the
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible.  Management considers
the scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment.  As a
result, management determined it was more likely than not the deferred tax
assets would not be realized as of December 31, 2009 and 2008 and, accordingly,
recorded a full valuation allowance.
 
 Reconciliation
between the statutory rate and the effective tax rate is as follows at December
31:
 
 2009
              
              
              2008Federal
      statutory tax rate
              
              
              (35.0
              )%
              
              
              (35.0
              )%Change
      in valuation allowance
              
              
              35.0
              %
              
              
              35.0
              %Effective
      tax rate
              
              
              0.0
              %
              
              
              0.0
              %
 
 4.
              SUBSEQUENT
      EVENTS
 
 The
Company has evaluated subsequent events through January 22, 2010, the date which
the financial statements were available to be issued, no events have been
noted.


F-14