**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**


o
            
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934.





x
            
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.
              **For
                the transition period from January 1, 2007 to September 30,
                2007**





Commission
      file number: 0-25417




**ICC
      Worldwide, Inc.**


(Exact
      name of small business issuer as specified in its charter)





**Delaware**
            
            **52-2143186**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Identification No.)





**3334
                E. Coast Hwy #424, Corona Del Mar, CA**
            
            **92625**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(949)
      200-7569**


(Issuer’s
      telephone number, including area code)





Securities
      registered pursuant to Section 12(g) of the Exchange Act:


**Common
      Stock, par value $0.0001 per share**


(Title
      of
      Class)





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





Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
      12 months (or for such shorter period that the registrant was required to
      file such reports), and (2) has been subject to such filing requirements
      for the past 90 days. Yes x No o





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





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





State
      issuer’s revenue for its most recent fiscal year: $21,540










The
      aggregate market value of the Company’s shares of voting and non-voting stock
      held by non-affiliates of the Company at January 29, 2008 was $702,514. Such
      value was computed by reference to the price of the Company’s shares of common
      stock of $0.005 per share on that date. The Company’s shares of common stock are
      quoted in the Pink Sheets under the symbol “ICCW.” No active trading market for
      the Company’s common stock has developed and management believes that the bid
      and ask price of the shares may not accurately reflect the value of the Company.
      For purposes of the computation we consider all directors and holders of 10%
      or
      more of our common stock to be affiliates. Therefore, the number of shares
      of
      our common stock held by non-affiliates as of January 29, 2008 was
      140,502,778.




The
      number of shares outstanding of the issuer’s common equity as of January 29,
      2008 was 200,120,434.





Documents
      incorporated by reference:


**None**





Transitional
      Small Business Disclosure Format: o Yesx No


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**TABLE
      OF CONTENTS**




PagePART
                IITEM
                1.
            Description
                Of Business
            5ITEM
                2.
            Description
                Of Properties
            13ITEM
                3.
            Legal
                Proceedings
            13ITEM
                4.
            Submission
                Of Matters To A Vote Of Security Holders
            13PART
                IIITEM
                5.
            Market
                For Common Equity And Related Stockholder Matters
            15ITEM
                6.
            Management’s
                Discussion And Analysis And Results Of Operations
            17ITEM
                7.
            Financial
                Statements
            20ITEM
                8.
            Changes
                In And Disagreements With Accountants On Accounting And Financial
                Disclosure
            22ITEM 8A.
            Controls
                And Procedures
            22ITEM 8B.
            Other
                Information
            23PART
                IIIITEM
                9.
            Directors,
                Executive Officers, Promoters, Control Person And Corporate Governance;
                Compliance With Section 16(A) Of The Exchange Act
            24ITEM
                10.
            Executive
                Compensation
            26ITEM
                11.
            Security
                Ownership Of Certain Beneficial Owners And Management And Related
                Stockholder Matters
            271TEM
                12.
            Certain
                Relationships And Related Transactions, And Director Independence
            29ITEM
                13.
            Exhibits
            29ITEM
                14.
            Principal
                Accountant Fees And Services
            31Signatures
            32Financial
                Statements
            F-1


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**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





The
      following discussion should be read in conjunction with the financial statements
      and related notes contained elsewhere in this form 10-KSB. Certain statements
      made in this discussion are "forward-looking statements" Forward-looking
      statements can be identified by terminology such as "may", "will", "should",
      "expects", "intends", "anticipates", "believes", "estimates", "predicts", or
      "continue" or the negative of these terms or other comparable terminology and
      include, without limitation, statements below regarding: the Company's intended
      business plans; expectations as to continuing in business; and belief as to
      the
      sufficiency of cash reserves. Because forward-looking statements involve risks
      and uncertainties, there are important factors that could cause actual results
      to differ materially from those expressed or implied by these forward-looking
      statements. These factors include, but are not limited to, the Company's
      inability to continue operations; the Company's inability to obtain necessary
      financing; the effect of a going concern statement by the Company's auditors;
      the competitive environment generally and in the Company's specific market
      areas; changes in technology; the availability of and the terms of financing;
      inflation; changes in costs and availability of goods and services; economic
      conditions in general and in the Company's specific market areas; demographic
      changes; changes in federal, state, provincial, and /or local government law
      and
      regulations affecting the technology; changes in operating strategy or
      development plans; and the ability to attract and retain qualified personnel
      experienced in retail operations. Although the Company believes that
      expectations reflected in the forward-looking statements are reasonable, it
      cannot guarantee future results, performance or achievements. Moreover, neither
      the Company nor any other person assumes responsibility for the accuracy and
      completeness of these forward-looking statements. The Company is under no duty
      to update any forward-looking statements after the date of this report to
      conform such statements to actual results.





**ADDITIONAL
      INFORMATION**




We
      are
      subject to the information and periodic reporting requirements of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and in accordance with the
      Exchange Act, we file annual, quarterly and special reports, and other
      information with the Securities and Exchange Commission (the “SEC”). These
      periodic reports and other information are available for inspection and copying
      at the regional offices, public reference facilities and website of the SEC
      referred to above. The SEC maintains a web site that contains reports, proxy
      and
      information statements, and other information regarding registrants that file
      electronically with the SEC at www.sec.gov .
      These
      reports are also accessible at the Company’s web site www. iccww.com .





Unless
      the context otherwise requires, the terms, “Company,” “we,” “us,” and “our” as
      used throughout this Annual Report refer to ICC Worldwide, Inc. (formerly,
      Torbay Holdings, Inc.), a Delaware corporation, and our wholly-owned subsidiary,
      ICC-Italy, S.r.l., our Italian company.


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**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**History**





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





Through
      June 2007, the principal business of our Company was the development and sale
      of
      a computer mouse device and related software. On June 29, 2007, we transferred
      to Mr. Thomas Large (a former officer and director of our Company), 100% of
      the
      capital stock of Designer Appliances, Inc. and all other assets and liabilities
      of our Company relating to our Company’s former computer mouse and software
      business, including all intellectual property and physical materials, all
      hardware and software and all rights pertaining thereto. The transfer was done
      in consideration of: (1) the payment to our Company in perpetuity of a 1%
      royalty on sales by Designer Appliances, Inc., (2) the return by Mr. Large
      to
      our Company of 1,000,000 shares of our common stock and, (3) the grant to our
      Company of a 5% interest in the disposal value of Designer Appliances, Inc.
      The
      results of operations of the computer mouse and software business have been
      presented as discontinued operations in these financial statements.





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock and 35,000,000 shares of our common stock to The Black Diamond Fund,
      LLLP,
      a Minnesota Limited Liability Limited Partnership (“Black Diamond”), for
      $1,778,000. The purpose of the sale of stock was to raise capital for use in
      conjunction with an acquisition strategy which allows us to develop our Company
      by acquiring businesses with a history of operating revenues in markets that
      provide room for growth.





As
      a
      result of our investigations, we have focused on a strategy which offers certain
      goods and services to the ethnic immigrant worker communities in Italy. These
      goods and services include products in the broad areas of: (1)
      telecommunications, (2) entertainment, (3) ethnic food products, and (4)
      financial services. They are delivered by our Company on a wholesale basis
      through a large, well established network of independently-owned retail stores
      throughout Italy. In addition to the wholesale business activities, the Company
      also operates a small number of its own retail stores in Italy which serve
      customers in this market. In September, 2007, utilizing ICC-Italy, S.r.l.,
      (“ICC-Italy”) a wholly-owned subsidiary incorporated in Italy, we began
      acquiring assets and opening stores in several of the provinces in Northern
      Italy. The revenue reported for the three month period ended September 30,
      2007
      is all from the opening and startup operations of three retail stores during
      September, 2007, and should not be considered indicative of future operating
      results.





**Business
      Rational**





Of
      Italy’s 60 million inhabitants, the immigrant worker population is 3.5 million.
      Throughout Western Europe, native populations are rapidly aging and new births
      are declining. Italy’s native population growth rate is now zero and will soon
      turn negative. By contrast, the population of immigrant foreign workers in
      Italy
      is growing rapidly. And unlike the U.S., most Italian immigrant workers are
      legal residents in the country and possess measurable disposable income which
      is
      available to spend on ICC-Italy’s products & services. This labor force has
      become critical to the health of Italy’s economy.





The
      initial plan for ICC-Italy’s distribution is to develop a small network of
      company-owned “anchor” stores. In franchise-like fashion, each anchor store will
      be owned by ICC-Italy, but operated and managed by a local ethnic-community
      businessman, already well established in his respective community. In each
      locale, the anchor store operators will work in conjunction with the ICC-Italy
      wholesale organization to establish and sell to a network of independently
      owned
      and operated smaller neighborhood “satellite” retail stores. These satellite
      stores already exist. In fact, the concept of small ethnically-oriented
      neighborhood stores serving a local population’s needs is well established in
      Italy where roughly 3,000 such neighborhood stores already exist.




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ICC-Italy’s
      principal business will consist of providing (on a wholesale basis),
      communications products and services, ethnic food and beverages (alimentary),
      ethnic entertainment products, and certain money transfer and other legal
      documentation services for the immigrant worker communities throughout Italy.
      Because most of the satellite stores are family run and thinly capitalized
      operations, ICC-Italy’s competitive advantage will come from the ability to
      offer higher margin, frequently unavailable products such as mobile phones
      and
      related telecommunications services through an attractive floored inventory
      concept.





**Ethnic
      Worker Demographics**





The
      Italian immigrant worker population is 3.5 million and growing rapidly. These
      workers are principally from the countries of: India, Pakistan, Morocco,
      Romania, Nigeria, Senegal, Philippines, Albania, Moldova, and the Ukraine.
      They
      live and work in ethnically-clustered areas in many of the cities and towns
      of
      Italy. The housing is (by U.S. standards) high density with smaller multi-story
      apartment buildings in most cities and villages.





The
      immigrant population is 70% male, virtually all of which are active in the
      workforce. Of the females (30%), roughly one half are employed as well. Most
      of
      the immigrant workers send 20-30 percent of their earnings home. And in contrast
      to the U.S. immigrant worker population, the majority of Italian immigrant
      workers are legal, pay taxes, and are long term, essentially permanent
      residents.





**Immigrant
      Worker Earnings**





Individual
      monthly earnings typically range in the $1,800-$3,000, after taxes. The mandated
      Italian minimum wage is approximately $1,800 per month after taxes.





For
      the
      typical immigrant worker this sum provides considerable discretionary income.
      Many of the individuals live together in clustered housing (3-4 men in a small
      apartment). In some cases room and board is provided by the employer. Per-person
      rent and food necessities generally aggregate to less than $750 per month.
      Healthcare is provided by the Italian government. And these groups live and
      work
      in close knit communities where they can share automobiles and other
      necessities. Consequently, their living costs are nominal and they have
      reasonable amounts of disposable income.





A
      material portion of this income is sent home. However, the balance is available
      to spend on communication with families, entertainment, clothing, liquor and
      other discretionary incidentals.





**Italian
      Stores**





In
      Italy,
      there are few large chain retail stores. Retail shops are typically owned and
      operated by families. Italian labor laws and local ordinances tend to perpetuate
      this model. Consequently, almost no Wal-Marts or other U.S. style “big box”
stores exist in Italy. Normal retail business practices such as advertising,
      inventory control, in-store merchandising techniques, cash management, and
      sales
      analysis are limited. The owner/operator and one or two members of his family
      are the business’ “employees.”





The
      ethnic workers shop in small neighborhood stores which are operated by other
      immigrants. Not surprisingly, the Indians shop at local stores operated by
      Indians; the Pakistanis, Moroccans (and others) do the same. In the immigrant
      areas it is therefore not unusual to see several phone center stores (each
      serving a separate ethnic group) on a single block. In addition to communication
      services and products, these local stores sell an offering of ethnic-oriented
      clothes, books/magazines, CDs (music and video), beer & liquor, and certain
      types of ethnic food.





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Few
      immigrants have telephones in their residences. Many utilize prepaid mobile
      telephones; but these are expensive and traditionally have not been suitable
      for
      international calls. A well established Italian network of roughly 3,000 local
      telephone center stores serve the communication needs of this immigrant
      community





Typically,
      a telephone center store will have 4-6 phone booth-type “cabinets” and cater to
      the individual neighborhood’s ethnic population of immigrant workers. Nearly all
      the telephone stores use a simple system which monitors/displays the number
      called, the duration of the call, and the charges. These systems also employ
      a
      least-cost routing scheme. However, they are conventional analog-based
      telephones and not the cheaper to operate and more flexible digital based
      telephone systems.





**Stores
      Opened**





In
      September, 2007 we opened stores in the cities of Trescore, Calcinate, and
      Ravenna. As the stores were only operating for part of a month, it is too soon
      for the results to be meaningful.





**Competition**





The
      retail segment of the industry remains highly fragmented with almost no
      companies with strong brand loyalty or a substantial national presence. To
      be
      successful, stores are typically operated by a family and focused on one
      particular ethic group with limited cross over in products. The stores also
      typically short on capital for inventory.





ICC-Italy
      expects to be competitive by focusing on lower cost and higher margin
      telecommunications products and services to supplement the standard ethnic
      offerings. To this end, ICC-Italy has acquired the necessary licenses and
      established critical vendor relationships to sell mobile phones, prepaid mobile
      recharge cards, and other related telecommunications services (on both wholesale
      and retail levels) to the ethnic worker population in Italy.





**Government
      Regulation**





Each
      of
      our retail locations will be subject to licensing and reporting requirements
      by
      a number of governmental authorities. These governmental authorities include
      Italian federal, regional and local health, environmental, labor relations,
      sanitation, building, zoning, fire, safety and other departments that have
      jurisdiction over the development and operation of these locations. Sales of
      cell phones and telecommunications require permits and licenses. Changes in
      any
      of these laws or regulations could have a material adverse affect on our
      operations, sales, and profitability. Delays or failures in obtaining or
      maintaining required operating licenses, permits or approvals could delay or
      prevent the opening of new retail locations, or could materially and adversely
      affect the operation of existing retail locations. In addition, we may not
      be
      able to obtain necessary variances or amendments to required licenses, permits
      or other approvals on a cost-effective or timely basis in order to expand our
      activities in the future.





We
      believe that we are in compliance in all material respects with all such laws
      and regulations and that we have obtained all material licenses that are
      required for the operation of our business. We are not aware of any
      environmental regulations that have or that we believe will have a material
      adverse effect on our operations.





**Intellectual
      Property**





There
      is
      little intellectual property involved in the operation of our business. Although
      some of our operations will be branded under the ICC logo, it is not clear
      that
      this will have a material impact on our business as our products and services
      are sold on the wholesale level for the most part and often rely on the
      extensive branding efforts of the principal suppliers such as Telecom Italia,
      Vodafone, or Wind.


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          7
          -





**Employees**





As
      of
      September 30, 2007 our Company had two officers in the U.S. and one officer
      and
      10 full-time and one part-time employee in its retail operations in Italy.
      None
      of our employees is represented by a labor union and our relations with our
      employees are good.





**RISK
      FACTORS**





Any
      investment in our common stock involves a high degree of risk. Investors should
      carefully consider the risks described below and all of the information
      contained in this report before deciding whether to purchase our common stock.
      Our business, financial condition or results of operations could be materially
      adversely affected by these risks if any of them actually occur. Some of these
      factors have affected our financial condition and operating results in the
      past
      or are currently affecting us. This report also contains forward-looking
      statements that involve risks and uncertainties. Our actual results could differ
      materially from those anticipated in these forward-looking statements as a
      result of certain factors, including the risks faced by us described below
      and
      elsewhere in this report.





**RISKS
      RELATED TO OUR OPERATIONS**





**The
      company does not have experience with retail store operations**





We
      are
      opening retail stores. The success of a retail store depends on the retail
      store
      location and the correct availability, mix, and pricing of its merchandise.
      The
      Company does not have a history of operating retail stores. While we believe
      we
      have selected employees with the experience and background to operate a retail
      store, past operating success is no guarantee of future operating success due
      to
      different retail locations and customers.





**We
      will target our store operations toward ethnic immigrant
      communities**





We
      are
      seeking to operate our stores to attract minorities in specific areas. This
      involves the finding of suppliers of specific ethnic merchandise and hiring
      employees who are sensitive toward various ethnic preferences. Our continued
      success will depend in part on our ability to anticipate, identify and respond
      quickly to changing consumer preferences and economic conditions in general
      and
      ethnic preferences and economic conditions specifically.





**Because
      our Italian operations account for all our net revenue, we are susceptible
      to
      adverse trends, economic, and ethnic cultural conditions in Italy.**





Italy
      has
      only been a democratic republic since 1946. The current constitution was
      promulgated in 1948. A series of referendums in 1993 substantially modified
      the
      executive and legislative braches of the government. Nonetheless, corruption
      is
      said to be still widespread and the Italian administration is often perceived
      as
      inefficient and expensive. Personal relationships are important for successful
      business negotiations, but generally can take a long time to develop. In Italian
      business culture, there exists a great respect for authority, power, and age
      which is compounded by great loyalty to family and ethnic background.





**We
      compete with a number of companies for customers. Our business would be
      adversely affected by the success of these competitors.**





The
      retail segment of our business remains highly fragmented and contains few
      companies with strong brands. Our primary competitors are the store down the
      street. In many cases a competitor which is a family owned store or has ethnic
      relationships with its customers will be difficult to compete against. This
      may
      result in lower profitability than planned or a longer period before acceptance
      of our stores.





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**Our
      growth through wholesaling may not occur as rapidly as we currently anticipate
      and may be subject to additional risks related to our lack of control over
      the
      quality and timing of our customers’ support.**





Our
      retail stores provide a means to test the attractiveness of our
      telecommunications products and services and our ethnic food products and
      orientation, but acceptance by our customers may take longer than expected
      and,
      even then, may not reach the levels envisioned in our business plans.





**Because
      we rely heavily on third party carriers to deliver our inventory to use, any
      disruption in their services or increase in shipping costs could adversely
      affect our sales and profitability.**





We
      rely
      on a number of third party carriers to deliver our inventory to us. We have
      no
      control over these carriers and the services provided by them may be interrupted
      or disrupted as a result of labor shortages, contract disputes or other factors.
      If we experience an interruption or disruption in these services, it may be
      unable to ship inventory orders in a timely manner. A delay in shipping could
      have an adverse impact on our store inventory and reputation and require us
      to
      contract with alternative, and possibly more expensive, third party carriers.





Any
      significant increase in shipping costs could lower our profit margins or force
      us to raise prices, which could cause our profits to suffer.





**Our
      products and services are not proprietary, so competitors may be able to
      duplicate them, which could harm our competitive position.**





None
      of
      our products or services is proprietary or protected by trademarks or patents.
      Therefore, it may be difficult for us to prevent competitors from copying our
      business model.





**Compliance
      with health, environmental, safety and other governmental regulations applicable
      to us could increase our costs and affect our
      profitability.**





Each
      of
      our retail locations will be subject to licensing and reporting requirements
      by
      a number of governmental authorities since we may be retailing food stuffs
      and
      liquor. These governmental authorities include Italian federal, regional,
      provincial, and local health, environmental, labor relations, sanitation,
      building, zoning, fire, safety and other departments that have jurisdiction
      over
      the development and operation of our locations. Changes in any of these laws
      or
      regulations could have a material adverse affect on our operations, sales,
      and
      profitability. Delays or failures in obtaining or maintaining required
      construction and operating licenses, permits or approvals could delay or prevent
      the opening of new retail locations, or could materially and adversely affect
      the operation of existing retail locations. In addition, we may not be able
      to
      obtain necessary variances or amendments to required licenses, permits or other
      approvals on a cost-effective or timely basis in order to construct and develop
      store locations in the future.





**We
      will likely need to raise significant additional capital in order to continue
      to
      grow our business, which subjects us to the risks that we may be unable to
      maintain or grow our business as planned or that our shareholders may be subject
      to substantial additional dilution.**





We
      will
      likely need to raise additional capital in the future to fund the continued
      growth and expansion of our business. We may also require additional capital
      to
      respond to competitive pressures, to make capital improvements at our retail
      locations or to acquire necessary technologies. We do not know if we will be
      able to raise additional financing or financing on terms favorable to us. If
      adequate funds are not available or are not available on acceptable terms,
      our
      ability to fund our operations, develop and expand our business or otherwise
      respond to competitive pressures would be significantly impaired. In such a
      case, our stock price would likely be materially and adversely
      impacted.





In
      addition, if we raise additional funds through the issuance of equity or
      convertible or exchangeable securities, the percentage ownership of our existing
      shareholders will be reduced. These newly issued securities may have rights,
      preferences and privileges senior to those of existing
      shareholders.





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          9
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**Future
      growth may make it difficult to effectively allocate our resources and manage
      our business.**





As
      we
      continue to develop, we will need to allocate our resources effectively. Our
      growth has and will continue to increase our operating complexity and the level
      of responsibility for new and existing management. Our anticipated growth could
      place a strain on our management, financial and other resources. We cannot
      assure you that we will be able to manage any future growth effectively. Any
      failure to manage our growth effectively could have an adverse effect on our
      business, financial condition and results of operations. Our ability to compete
      effectively and to manage our recent and future growth effectively will depend
      on our ability to implement and improve financial and management information
      systems on a timely basis and to effect changes in our business, such as
      implementing internal controls to handle the increased size of our operations
      and hiring, training, developing and managing an increasing number of
      experienced management-level and other employees. Unexpected difficulties during
      expansion, the failure to attract and retain qualified employees or our
      inability to respond effectively to recent growth or plan for future growth
      could adversely affect our ability to implement our business strategy or our
      results of operations.





**We
      depend on key members of our management and will need to add and retain
      additional management and other personnel in order to effectively compete in
      our
      industry.**





The
      success of our business to date has been, and our continuing success will
      depend, to a large degree on the continued services of our executive officers,
      especially our Chief Executive Officer, Richard Lauer, and Alfred Settino,
      the
      Managing Director of ICC-Italy, and other key personnel, particularly in Italy.
      If we lose the services of any of these integral personnel and fail to manage
      a
      smooth transition to new personnel, our business would suffer. We do not carry
      key person life insurance on our executive officers at this point.





The
      success of our business also depends on our ability to attract and retain highly
      motivated, well-qualified management and other personnel in Italy, including
      technical personnel and retail employees. We face significant competition in
      the
      recruitment of qualified employees and there can be no assurance that we will
      be
      able to retain our existing personnel or attract additional qualified employees.
      The loss of key personnel or the inability to hire and retain additional
      qualified management and other personnel in the future could have a material
      adverse effect on our business, financial condition and results of
      operation.





**RISKS
      RELATED TO OUR INDUSTRY**





**A
      shortage in the supply or an increase in the price of our inventory could
      adversely affect our net sales.**





The
      supply and price of our inventory is subject to volatility. **** Supply
      and price can be affected by multiple factors in the producing countries,
      including weather, natural disasters, political and economic conditions or
      civil
      unrest or strikes. Prices have been affected in the past, and may be affected
      in
      the future, by the actions of certain organizations and associations that have
      historically attempted to influence prices through agreements establishing
      export or import quotas. Our ability to raise sales prices in response to rising
      prices may be limited, and our profitability could be adversely if prices were
      to rise substantially. Moreover, passing price increases on to our customers
      could result in losses in sales volume or margins in the future. Similarly,
      rapid sharp decreases in purchase prices could also force us to lower sales
      prices before we have realized cost reductions in our inventory.





**We
      face the risk of fluctuations in the cost, availability and quality of our
      inventory all of which could have an adverse effect on our
      profitability.**





The
      cost,
      availability and quality of our merchandise are subject to a range of factors.
      Fluctuations in economic and political conditions, weather and demand could
      adversely affect the cost of our inventory. We may have limited ethnic product
      supplier choices thereby subjecting us to the risk of shortages or interruptions
      in supply. Our ability to raise sales prices in response to increases in these
      prices may be limited and our profitability could be adversely affected if
      the
      prices were to rise substantially.





-
          10
          -




**RISKS
      RELATED TO OUR CAPITAL STRUCTURE**





**There
      is no assurance of an established public trading market, the lack of which
      would
      adversely affect the ability of investors to sell their securities in the public
      market.**





Our
      common stock was quoted on the Over-the Counter Bulletin Board (“OTCBB”) through
      November 20, 2007. At that time, trading on the stock was changed to the Pink
      Sheets. The change in trading exchange was pursuant to NASD Rule 6530(e) as
      our
      Company had been delinquent in its reporting obligations under the Securities
      Exchange Act of 1934 three times during the past 24 months. As a result, the
      Company was no longer eligible for trading on the Over-the-Counter Bulletin
      Board (the “OTCBB”) for a period of 12 months beginning November 29,
      2007.





We
      were
      late filing our 10-QSB for the period ended September 30, 2007. During the
      past
      24 months our Company has previously been delinquent in making timely filings
      with the Securities and Exchange Commission (the “SEC”) for the Company’s Annual
      Reports on Form 10-KSB for the years ended December 31, 2006 and 2005,
      respectively.





The
      Company intends to apply for re listing on the OTCBB for relisting at the end
      of
      2008.





Although
      our common stock is quoted on the Pink Sheets, a regular trading market for
      the
      securities may not be sustained in the future. Quotes for stocks listed on
      the
      Pink Sheets are not listed in the financial sections of newspapers and
      newspapers generally have very little coverage of stocks listed solely on the
      Pink Sheets. Accordingly, prices for and coverage of securities traded solely
      on
      the Pink Sheets may be difficult to obtain. In addition, stock traded solely
      on
      the Pink Sheets tend to have a limited number of market makers and a larger
      spread between the bid and ask prices than those listed on the NYSE, AMEX or
      NASDAQ exchanges, or the OTCBB. All of these factors may cause holders of our
      common stock to be unable to resell their securities at or near their original
      offering price or at any price.





Market
      prices for our common stock will be influenced by a number of factors,
      including:





·
            changes
                in interest rates;·
            competitive
                developments,·
            variations
                in quarterly operating results;·
            changes
                in financial estimates by securities analysts if any;·
            the
                depth and liquidity of the market for our common stock;·
            general
                economic and other US, Italian, and international
                conditions.





**Our
      principal shareholders have significant influence over our company and their
      interests may differ from the interests of our other
      stockholders.**





Black
      Diamond in the aggregate shares representing over 76% of the voting rights
      on
      our outstanding shares. As a result, Black Diamond possesses significant
      influence over the election of the Board of Directors and to the approval of
      significant corporate transactions. Such share ownership and control may also
      have the effect of delaying or preventing a future change in control, impeding
      a
      merger, consolidation, takeover or other business combination or discouraging
      a
      potential acquirer from making a tender offer or otherwise attempting to obtain
      control of our company. The interests of these principal shareholders may differ
      from the interests of our other shareholders.





**If
      we fail to maintain effective internal controls over financial reporting, the
      price of our common stock may be adversely affected.**





Our
      internal control over financial reporting may have weaknesses and conditions
      that need to be addressed, the disclosure of which may have an adverse impact
      on
      the price of our common stock. We are required to establish and maintain
      appropriate internal controls over financial reporting. Failure to establish
      those controls, or any failure of those controls once established, could
      adversely impact our public disclosures regarding our business, financial
      condition or results of operations. In addition, management’s assessment of
      internal controls over financial reporting may identify weaknesses and
      conditions that need to be addressed in our internal controls over financial
      reporting or other matters that may raise concerns for investors. Any actual
      or
      perceived weaknesses and conditions that need to be addressed in our internal
      control over financial reporting, disclosure of management’s assessment of our
      internal controls over financial reporting or disclosure of our public
      accounting firm’s attestation to or report on management’s assessment of our
      internal controls over financial reporting may have an adverse impact on the
      price of our common stock.





-
          11
          -




**Compliance
      with changing regulation of corporate governance and public disclosure will
      result in additional expenses.**





Changing
      laws, regulations and standards relating to corporate governance and public
      disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC
      regulations, have created uncertainty for public companies and significantly
      increased the costs and risks associated with accessing the United States public
      markets and related public reporting obligations. Our management team will
      need
      to invest significant management time and financial resources to comply with
      both existing and evolving standards for public companies, which will lead
      to
      increased general and administrative expenses and a diversion of management
      time
      and attention from revenue generating activities to compliance
      activities.





**Standards
      for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain,
      and if we fail to comply in a timely manner, our business could be harmed and
      our stock price could decline.**





Rules
      adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002
      require annual assessment of our internal control over financial reporting,
      and
      attestation of this assessment by our independent registered public accountants.
      The SEC extended the compliance dates for non-accelerated filers, as defined
      by
      the SEC. Accordingly, we believe that this requirement will first apply to
      our
      annual report for our fiscal year ending September 30, 2008. The standards
      that
      must be met for management to assess the internal control over financial
      reporting as effective are new and complex, and require significant
      documentation, testing and possible remediation to meet the detailed standards.
      We may encounter problems or delays in completing activities necessary to make
      an assessment of our internal control over financial reporting. In addition,
      the
      attestation process by our independent registered public accountants is new
      and
      we may encounter problems or delays in completing the implementation of any
      requested improvements and receiving an attestation of our assessment by our
      independent registered public accountants. If we cannot assess our internal
      control over financial reporting as effective, or our independent registered
      public accountants are unable to provide an unqualified attestation report
      on
      such assessment, investor confidence and share value may be negatively impacted.





**Our
      common stock is considered a “penny stock,” and is thereby subject to additional
      sale and trading regulations that may make it more difficult to
      sell.**





Our
      common stock is considered to be a “penny stock” because it does not qualify for
      one of the exemptions from the definition of “penny stock” under Section 3a51-1
      of the Exchange Act. Our common stock may be a “penny stock” if it meets one or
      more of the following conditions (i) the stock trades at a price less than
      $5.00
      per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it
      is not quoted on the NASDAQ Capital
      Market, or even if so, has a price less than $5.00 per share; or (iv) is issued
      by a company that has been in business less than three years with net tangible
      assets less than $5.0 million.





The
      principal result or effect of being designated a “penny stock” is that
      securities broker-dealers participating in sales of our common stock will be
      subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9
      promulgated under the Exchange Act. For example, Rule 15g-2 requires
      broker-dealers dealing in penny stocks to provide potential investors with
      a
      document disclosing the risks of penny stocks and to obtain a manually signed
      and dated written receipt of the document at least two business days before
      effecting any transaction in a penny stock for the investor’s account. Moreover,
      Rule 15g-9 requires broker-dealers in penny stocks to approve the account of
      any
      investor for transactions in such stocks before selling any penny stock to
      that
      investor. This procedure requires the broker-dealer to (i) obtain from the
      investor information concerning his or her financial situation, investment
      experience and investment objectives; (ii) reasonably determine, based on that
      information, that transactions in penny stocks are suitable for the investor
      and
      that the investor has sufficient knowledge and experience as to be reasonably
      capable of evaluating the risks of penny stock transactions; (iii) provide
      the
      investor with a written statement setting forth the basis on which the
      broker-dealer made the determination in (ii) above; and (iv) receive a signed
      and dated copy of such statement from the investor, confirming that it
      accurately reflects the investor’s financial situation, investment experience
      and investment objectives. Compliance with these requirements may make it more
      difficult and time consuming for holders of our common stock to resell their
      shares to third parties or to otherwise dispose of them in the market or
      otherwise.





-
          12
          -




**We
      do not foresee paying cash dividends in the foreseeable future.**





We
      currently intend to retain any future earnings for funding growth. We do not
      anticipate paying any dividends in the foreseeable future. As a result, you
      should not rely on an investment in our securities if you require dividend
      income. Capital appreciation, if any, of our shares may be your sole source
      of
      gain for the foreseeable future. Moreover, you may not be able to resell your
      shares in our company at or above the price you paid for them.





**Shares
      eligible for future sale may adversely affect the market price of our common
      stock, as the future sale of a substantial amount of outstanding stock in the
      public marketplace could reduce the price of our common
      stock.**





The
      table
      in Item 10 of this report shows the amount of stock owned by Black Diamond,
      Financial Alchemy, and the Nutmeg Group, all of which may be eligible to sell
      all or some of our shares of common stock that they own by means of ordinary
      brokerage transactions in the open market pursuant to Rule 144, promulgated
      under the Securities Act (“Rule 144”), subject to certain limitations. In
      general, pursuant to Rule 144, a stockholder (or stockholders whose shares
      are
      aggregated) who has satisfied a one-year holding period may, under certain
      circumstances, sell within any three-month period a number of securities which
      does not exceed the greater of 1% of the then outstanding shares of common
      stock
      or the average weekly trading volume of the class during the four calendar
      weeks
      prior to such sale. Any substantial sale of common stock pursuant to any resale
      prospectus or Rule 144 may have an adverse effect on the market price of our
      common stock by creating an excessive supply.





**Due
      to the Black Diamond put redemption option, we may not be able to reinvest
      a
      significant portion of our cash in our business.**





Black
      Diamond has a put option under which it can require the Company to use 20%
      of
      any positive net income before tax to repurchase the Series C preferred stock
      held by Black Diamond. This applies to net income as reported in our Form 10-KSB
      and 10-QSB filings starting with the calendar quarter ending September 30,
      2008.
      Black Diamond must notify the Company during each quarter if it elects to
      exercise its option for that quarter only. Payments are due to Black Diamond
      within 10 days following the filing of the Company’s 10-QSB or 10-KSB. Cash
      required to purchase the preferred stock could limit the cash available to
      fund
      the Company’s future growth.





**ITEM
      2. DESCRIPTION OF PROPERTIES**





As
      of
      September 30, 2007 we had opened three retail stores and a corporate office
      for
      ICC-Italy. A fourth store was in process, but still required several permits.
      The stores range in size from 461 to 1,536 square feet with rents ranging from
      $2,025 to $2,100 per month. The leases will expire in 2010 to 2013. All leases
      have a 6 year renewal option. Our 2,765 square foot headquarters in Mantova,
      Italy, rents for approximately $5,500 per month.





Our
      U.S.
      facilities are currently provided at no charge by the President of the Company.





**ITEM
      3. LEGAL PROCEEDINGS**





We
      are
      not aware of any pending or threatened legal proceedings involving our Company
      or our assets.





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





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





-
          13
          -




All
      directors were re-elected to serve for one year or until their successors are
      duly qualified and elected.




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





In
      addition to the election of the directors, there were four proposals put before
      the meeting.





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


-
          14
          -


**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES**





Our
      common stock was authorized to trade on December 23, 2000 on the
      over-the-counter market with quotations available on the OTCBB under the symbol
      "TRBY." No trades occurred until January 3, 2001. On November 29, 2007, trading
      in our stock was transferred from the OTCBB to the Pink Sheets by virtue of
      the
      Company’s being late on its filings with the SEC three times in the most recent
      24 months. Our stock symbol was changed to “ICCW” on January 4, 2008 reflecting
      our new name.





The
      following table sets forth the range of high and low bid quotations of our
      common stock for the periods indicated. The prices represent inter-dealer
      quotations, which do not include retail markups, markdowns or commissions,
      and
      may not represent actual transactions.





Nine
      months ended September 30, 2007:





Low
            
            HighFirst
                Quarter
            
            $
            0.007
            
            $
            0.010Second
                Quarter
            
            $
            0.006
            
            $
            0.020Third
                Quarter
            
            $
            0.008
            
            $
            0.018





Year
      ended December 31, 2006:





Low
            
            HighFirst
                Quarter
            
            $
            0.020
            
            $
            0.032Second
                Quarter
            
            $
            0.014
            
            $
            0.030Third
                Quarter
            
            $
            0.009
            
            $
            0.015Fourth
                Quarter
            
            $
            0.008
            
            $
            0.013





Security
      Holders





At
      September 30, 2007, there were 190,277,900 shares of our common stock
      outstanding, which were held of record by 405 stockholders, not including
      persons or entities that hold the stock in nominee or "street" name through
      various brokerage firms.





Dividends





The
      payment of dividends, if any, is to be within the discretion of the Company’s
      Board of Directors. The Company presently intends to retain all earnings, if
      any, for use in its business operations and accordingly, the Board of Directors
      does not anticipate declaring any dividends in the near future. Dividends,
      if
      any, will be contingent upon the Company’s revenues and earnings, capital
      requirements and financial condition.


-
          15
          -


Equity
      Compensation Plan Information





The
      following table sets forth the Equity Compensation Plans of the
      Company.


(a)
              
              (b)
              
              (c)Plan
                  category
              
              Number of
                securities to be
                issued upon exercise
                of outstanding
                options, warrants,
                and rights
              
              Weighted-average exercise
                price of
                outstanding
                options,
                warrants, and
                rights
              
              Number of securities
                remaining available for future
                issuance under equity
                compensation plans
                (excluding securities reflected
                in column (a)Equity
                  compensation plans
                approved
                  by security holders
              
              
              -
              
              
              -
              
              
              -Equity
                  compensation plans not
                approved
                  by security holders
              
              
              11,000,000
              
              $
              .006
              
              
              -Total
              
              
              11,000,000
              
              $
              .006
              
              
              -





Transfer
      Agent





StockTrans,
      Inc., with offices at 44 West Lancaster Avenue, Ardmore, Pennsylvania 19003,
      is
      the registrar and transfer agent for the Company’s common stock.




Penny
      Stock Regulations





The
      SEC
      has adopted regulations which generally define “penny stock” to be an equity
      security that has a market price of less than $5.00 per share. The Company’s
      common stock falls within the definition of penny stock and is subject to rules
      that impose additional sales practice requirements on broker-dealers who sell
      such securities to persons other than established customers and accredited
      investors (generally those with assets in excess of $1,000,000, or annual
      incomes exceeding $200,000 or $300,000, together with their spouse).





For
      transactions covered by these rules, the broker-dealer must make a special
      suitability determination for the purchase of such securities and have received
      the purchaser’s prior written consent to the transaction. Additionally, for any
      transaction, other than exempt transactions, involving a penny stock, the rules
      require the delivery, prior to the transaction, of a risk disclosure document
      mandated by the SEC relating to the penny stock market. The broker-dealer also
      must disclose the commissions payable to both the broker-dealer and the
      registered representative, current quotations for the securities and, if the
      broker-dealer is the sole market-maker, the broker-dealer must disclose this
      fact and the broker-dealer’s presumed control over the market. Finally, monthly
      statements must be sent disclosing recent price information for the penny stock
      held in the account and information on the limited market in penny stocks.
      Consequently, the “penny stock” rules may restrict the ability of broker-dealers
      to sell the Company’s common stock and may affect the ability of investors to
      sell our common stock in the secondary market.





**Recent
      Sales of Unregistered Securities**





On
      September 28, 2007, our Company amended the June 29, 2007 Share Purchase
      Agreement (the “Purchase Agreement”) under which it sold 7,500,000 of a new
      series of its preferred stock designated as Series B preferred stock for
      $540,400 and 35,000,000 shares of its common stock for $1,237,600 to Black
      Diamond.





The
      Purchase Agreement required our Company to buy back shares of the Series B
      preferred stock at the option of Black Diamond through a series of monthly
      cash
      payments starting at $50,000 per month in August, 2008 and rising to $200,000
      per month in December, 2011 at a formula purchase price which is a multiple
      of
      the then common share price. The total amount which Black Diamond could require
      our Company to pay should Black Diamond exercise this option completely is
      $6,415,000 over that period.





-
          16
          -




The
      amendment provided that Black Diamond would exchange the 7,500,000 shares of
      Series B preferred stock for 7,500,000 shares of a new Series C preferred stock.
      The Series C preferred stock provided for: a) a liquidation price for the
      preferred shares of $.60 per share, b) the option to convert the Series C shares
      to common shares at the rate of 10 shares of common stock per one share of
      preferred stock, and c) mandatory redemption of any outstanding Series C
      preferred stock on October 1, 2012 at the liquidation price. In return, Black
      Diamond agreed to change the formula for the calculation of the cash to fund
      its
      option to require the Company to repurchase the preferred stock. Under the
      new
      formula, the Company is obligated to offer to purchase Series C preferred shares
      at $1 per share from Black Diamond using 20% of any positive net income before
      tax as reported in our Form 10-KSB and 10-QSB filings starting with the calendar
      quarter ending September 30, 2008. Black Diamond must notify the Company during
      each quarter if it elects to exercise its option for that quarter only. Payments
      are due to Black Diamond within 10 days following the filing of the Company’s
      10-QSB or 10-KSB.





The
      holders of Series B and Series C preferred stock may cast 60 votes per preferred
      stock share whereas a share of common stock has one vote per share on all
      matters requiring a vote of the shareholders.





Subsequent
      to September 30, 2007, the Company issued all 7,500,000 shares of its Series
      C
      preferred stock to Black Diamond in exchange for Black Diamond’s return of the
      Series B preferred shares which were subsequently cancelled.





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





**FORWARD
      LOOKING STATEMENTS**





This
      report on Form 10-KSB, including exhibits thereto, contains forward-looking
      statements within the meaning of Section 27A of the Securities Act of 1933,
      as
      amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
      These forward-looking statements are typically identified by the words
      "anticipates", "believes", "expects", "intends", "forecasts", "plans", "future",
      "strategy", or words of similar meaning. Various factors could cause actual
      results to differ materially from those expressed in the forward-looking
      statements. The Company assumes no obligations to update these forward-looking
      statements to reflect actual results, changes in assumptions, or changes in
      other factors, except as required by law.





**OVERVIEW**





On
      June
      29, 2007, our Board of Directors determined that the implementation of our
      Company's business plan as it then existed was no longer financially feasible
      and accepted the offer of Black Diamond to purchase 7,500,000 shares of a new
      series of our preferred stock to be designated as Series B preferred stock,
      and
      35,000,000 shares of our common stock for $1,778,000. The Series B preferred
      stock was subsequently exchanged for the Series C preferred stock as part of
      a
      negotiation to restructure the option held by Black Diamond relative to Black
      Diamond’s ability to cause the Company to repurchase the Series C preferred
      stock.





The
      proceeds of the financing by Black Diamond are being used to pursue an
      acquisition strategy, whereby we are seeking to acquire attractive businesses
      with a history of operating revenues in markets that provide room for growth.
      To
      this end, the Company began exploring the development of a business strategy
      where the Company could provide telecommunications, entertainment, food
      products, financial, and certain other products and services to the ethnic
      emigrant worker communities in Italy.





On
      August
      20, 2007, we acquired all the shares of capital stock of ICC-Italy, which was
      incorporated in Italy in August, 2007. The acquisition allowed the Company
      to
      develop and capitalize a subsidiary company in Italy which could build a
      distribution network focused on stores providing telecommunications, ethnic
      entertainment, ethnic foods, financial services, and certain other products
      and
      services to ethnic immigrant worker communities in Italy.





In
      September, 2007, through ICC-Italy, we purchased the furniture, fixtures, and
      inventory of two existing stores in the Emilia-Romagna region of Northern Italy.
      These stores are located in the cities of Trescore and Calcinate. In September,
      2007, we also purchased the furniture, fixtures, and inventory of two additional
      stores in Emilia-Romagna region. Both are located in the city of Ravenna and
      include: (1) a phone center and internet cafe store and, (2) a mobile phone
      store. No real estate leases, employment or vendor contracts or other
      obligations were assumed as part of these asset purchases.





-
          17
          -




At
      September 30, 2007 the stores in Trescore, Calcinate, and the mobile phone
      store
      in Ravenna had been opened and were beginning to generate revenue. A fourth
      store which had been acquired was being renovated and was expected to open
      in
      the third calendar quarter of 2007.





**RESULTS
      OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED
      DECEMBER 31, 2006**





Comparing
      the results of operations for the nine months ended September 30, 2007 and
      the
      year ended December 31, 2006 may not be meaningful as our Company changed its
      business model substantially. Through June 29, 2007, the business model of
      our
      Company was the sale of a uniquely designed computer mouse and related software.
      The results of this business activity were reported in the December 31, 2006
      Form 10-KSB. The results of operations of our computer mouse and software
      business have been presented as discontinued operations in the financial
      statements in this Form 10-KSB for the nine months ended September 30,
      2007.





On
      June
      29, 2007, Black Diamond purchased controlling voting interest in our Company
      and
      started the search for a new business model which was centered around building
      a
      distribution network focused on stores providing telecommunications,
      entertainment, basic foods, financial services, and certain other products
      and
      services to ethnic immigrant worker communities in Italy.





Revenues
      in Italy began in late September, 2007 with the opening of three stores in
      Trescote, Calcinate, and Ravenna, Italy, respectively.





In
      November 2007, the Company changed its fiscal year from December 31 to September
      30 with fiscal year 2007 ending on September 30, 2007. Thus, the financial
      results presented in this Form 10-KSB will be identical to the financial results
      previously reported in the Company’s Form 10-QSB for the nine month period ended
      September 30, 2007.





Critical
      Accounting Policies and Estimates





The
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with generally accepted accounting principles in the United States.
      The preparation of these consolidated financial statements requires us to make
      estimates and judgments that affect the amounts reported in the consolidated
      financial statements and the accompanying notes.





On
      an
      on-going basis, we evaluate our estimates, including those related to intangible
      assets, equity based compensation and litigation. We base our estimates on
      experience and on various assumptions that are believed to be reasonable under
      the circumstances, the results of which form the basis for making judgments
      about the carrying values of assets and liabilities that are not readily
      apparent from other sources. Actual results may differ from these estimates
      under different assumptions or conditions.




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





During
      September, 2007, the Company opened three stores in Trescore, Calcinate, and
      Ravenna, Italy, respectively, as part of the development of a network of stores
      in which the Company could provide telecommunications, entertainment, alimentary
      (food), financial, and certain other products and services to ethnic emigrant
      worker communities in Italy.





Revenue
      for the nine month period ended September 30, 2007 was $21,540. As these stores
      were only in their first month of operation in September 2007, the revenues
      and
      associated expenses may not be indicative of the future results of the
      operations. With the transfer of the Designer Appliances business on June 29,
      2007, we had no revenue from continuing operations to report for the year ended
      December 31, 2006.





-
          18
          -




Cost
      of
      goods sold for the nine months ended September 30, 2007 was $20,294. With the
      transfer of the Designer Appliances business on June 29, 2007, we had no cost
      of
      goods sold from continuing operations to report for the year ended December
      31,
      2006.





Gross
      profit for the nine months ended September 30, 2007 was $1,246. With the
      transfer of the Designer Appliances business on June 29, 2007, we had no gross
      profit to report for the year ended December 31, 2006.





**General
      and Administrative Expenses**





General
      and administrative expenses from continuing operations for the nine month period
      ended September 30, 2007 were $414,522 consisting principally of professional
      fees of $87,396, stock based compensation expense of $65,406, executive
      compensation of $59,088 and $50,074 in consulting services.





General
      and administrative expense for the year ended December 31, 2006 were $360,108
      consisting principally of $123,630 in professional fees, $82,210 in stock based
      compensation expense, $13,301 in executive compensation, and $63,000 in
      consulting services.





**Stock
      Based Compensation**





On
      January 1, 2006, we adopted the fair value recognition provisions of Financial
      Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
      (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for
      compensation costs under our stock option plans. We previously utilized the
      intrinsic value method under Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the
      intrinsic value method prescribed by APB 25, no compensation costs were
      recognized for our employee stock options because the option exercise price
      equaled the market price on the date of grant. Prior to January 1, 2006, we
      only
      disclosed the pro forma effects on net income and earnings per share as if
      the
      fair value recognition provisions of SFAS 123(R) had been utilized.





In
      adopting SFAS No. 123(R), we elected to use the modified prospective method
      to
      account for the transition from the intrinsic value method to the fair value
      recognition method. Under the modified prospective method, compensation cost
      is
      recognized from the adoption date forward for all new stock options granted
      and
      for any outstanding unvested awards as if the fair value method had been applied
      to those awards as of the date of grant.





During
      the nine month period ended September 30, 2007, we recognized $65,406 in stock
      based compensation expense as part of the general and administrative costs
      of
      our Company on the issuance of 11,000,000 non-qualified stock options to the
      executives of our Company and to an accounting consultant to our Company. The
      options were granted at $.006 per share which was the closing price on the
      date
      of grant and vested immediately. The options have a life of 10
      years.





Stock
      based compensation expense was $82,210 in the year ended December 31,
      2006.





**Interest
      Expense and Financing Costs**





For
      the
      nine months ended September 30, 2007, we incurred $67,878 in net interest
      expense and financing costs comprised primarily of non-cash expenses of $60,400
      in financing costs.





For
      the
      year ended December 31, 2006, we incurred $36,942 in net interest expense and
      financing charges comprised primarily of a non-cash expenses of $34,174
      resulting from the re-pricing of certain of our common stock purchase warrants.


-
          19
          -





**Net
      Income (Loss)**





Our
      Company incurred a net loss of $559,352 for the nine month period ended
      September 30, 2007 including $78,198 in losses from the discontinued mouse
      and
      related computer software business compared to a net loss of $668,210 for the
      year ending December 31, 2006 including $271,160 in losses from the subsequently
      discontinued mouse and related computer software business.




**Liquidity
      and Cash Position**





**Operating
      Activities**





For
      the
      nine month period ended September 30, 2007 our Company used $433,157 in cash
      to
      fund operating activities. The loss of $559,352 was partially offset by $34,793
      in non-cash expenses and a $91,402 net increase in operating assets and
      liabilities.





For
      the
      year ended December 31, 2006, the net loss of $668, 210 was partially offset
      by
      $487,749 in non-cash charges primarily related to financing activities and
      a
      $12,653 net increase in operating assets and liabilities. Cash used by operating
      activities includes results from our computer mouse and software business,
      which
      was discontinued as of June 29, 2007.





**Investing
      Activities**





For
      the
      nine month period ended September 30, 2007, our Company invested $352,020 in
      new
      property and equipment and used $6,713 in cash as part of the assets transferred
      to Mr. Large, a former officer of our Company.





For
      the
      year ended December 31, 2006, our Company used $1,758 to fund investing
      activities.





**Financing
      Activities**





For
      the
      nine month period ended September 30, 2007, our Company realized cash of
      $1,806,000 in connection with the sale of common and preferred stock to Black
      Diamond and the loan from Nutmeg.





For
      the
      year ended December 31, 2006, our Company realized cash of $172,500 and $12,250
      in net advances from a then related party.





Our
      capital requirements including further asset acquisition and an increase in
      inventory levels will continue to be significant. Our future capital
      requirements and the adequacy of available funds will depend on many factors
      including the pace of our expansion. We believe that our current liquidity
      and
      resources will not provide sufficient liquidity to fund our operations for
      at
      least 12 months and the Company expects to seek additional future financing.
      We
      do not know if we will be able to raise additional financing or financing on
      terms favorable to us that gives rise, in part, to doubt about whether the
      Company can continue as a going concern. See footnote 2 to the financial
      statements.





**Off-Balance
      Sheet Arrangements**





None.





**ITEM
      7. FINANCIAL STATEMENTS**





The
      information required by this Item 7 is incorporated by reference to the Index
      to
      Consolidated Financial Statements beginning at page F-1 of this Annual
      Report.


-
          20
          -





**New
      Accounting Pronouncements**





We
      have
      adopted the following accounting pronouncements effective before September
      30,
      2007 which are applicable to the Company.





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





Required
      annual disclosures include a tabular reconciliation of unrecognized tax benefits
      at the beginning and end of the period; the amount of unrecognized tax benefits
      that, if recognized, would affect the effective tax rate; the amounts of
      interest and penalties recognized in the financial statements; any expected
      significant impacts from unrecognized tax benefits on the financial statements
      over the subsequent 12-month reporting period; and a description of the tax
      years remaining to be examined in major tax jurisdictions. FASB No. 48 is
      effective for fiscal years beginning on or after December 15, 2006. We do
      not believe the adoption had a material effort on our consolidated results
      of
      our operations, financial position, or cash flow.





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements.* This
      statement clarifies the definition of fair value, establishes a framework for
      measuring fair value and expands the disclosures on fair value measurements.
      SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.
      We
      do not believe the adoption will have a material effort on our consolidated
      results of our operations, financial position, or cash flow.




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




**Seasonality**





We
      do not
      have sufficient historical information to determine if there is a seasonality
      component to the Company’s revenues.





-
          21
          -




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





None





**ITEM
      8A. CONTROLS AND PROCEDURES**





**(a)
      Evaluation of disclosure controls and procedures**





As
      of
      September 30, 2007, our Chief Executive Officer and acting Chief Financial
      Officer performed an evaluation of the effectiveness of and the operation of
      our
      disclosure controls and procedures as defined in Rule 13a-15(e) or Rule
      15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive
      Officer and acting Chief Financial Officer concluded that as of September 30,
      2007, our disclosure controls and procedures are effective in timely alerting
      them to material information relating to ICC Worldwide, Inc. required to be
      included in our Exchange Act filings and ensuring such information is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC
      rules and forms.


-
          22
          -





**(b)
      Changes in internal control over financial reporting**





On
      June
      29, 2007, Black Diamond acquired approximately 76% of the voting control of
      the
      Company. At the same time, two of the three directors resigned. George Stevens
      and Carmine Castellano were elected as Directors and Richard Lauer was elected
      president and Chief Executive Officer of the Company. George Stevens is an
      advisor to Black Diamond. In September, 2007 the remaining pre-June 29, 2007
      director resigned. George Stevens sponsored Dr. Harvey Altholtz who was then
      elected to the Board.





Based
      on
      the evaluation of our management as required by paragraph (d) of Rule 13a-15
      or
      15d-15 of the Exchange Act, we believe that, other then the changes described
      above, there were no changes in our internal control over financial reporting
      that occurred during the nine month period ended September 30, 2007 that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting





**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.


-
          23
          -


**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT**





The
      following individuals constitute our Board of Directors and executive
      management.





**Name**
            
            **Age**
            
            **Positions**George
                Q Stevens
            
            62
            
            Chairman
                of the Board of DirectorsCarmine
                Castellano
            
            73
            
            DirectorDr.
                Harvey Altholtz
            
            61
            
            DirectorRichard
                K. Lauer
            
            62
            
            President,
                Chief Executive Officer, Corporate
                Secretary





The
      following is a brief summary of the background of each director and
      officer:





**Mr.
      George Stevens** joined
      the Board on June 29, 2007 upon the investment of Black Diamond to which Mr.
      Stevens is an advisor. For thirty-five years, George Stevens has been involved
      in mergers & acquisitions, start-up companies and the restoration of
      troubled businesses.   In 1986, he formed Stevens Information Systems,
      a firm which specialized in information technology.  Stevens Information
      Systems was sold to its employees in 2003 and Mr. Stevens remained as Chairman
      until early 2005.  In January 2006, Mr. Stevens started the Stevens
      Resource Group which specializes in investment assessments, due diligence and
      business consulting for the investment banking and private placement
      fields.  Mr. Stevens was educated at Seattle University, majoring in
      Commerce and Finance.





**Mr.
      Carmine Castellano** joined
      the Board on June 29, 2007 upon the investment of Black Diamond. Since 1999
      Mr.
      Castellano has been an investor in Commvision S.r.l. and Gold West Ltd., two
      Italian companies whose focus was the sale of telecommunications and related
      services to business establishments which catered to immigrant workers in Italy.
      Mr. Castellano and Mr. Alfred Settino started ICC-Italy- in August, 2007 based
      on their experience with Commvision, S.r.l and Gold West Ltd. both of which
      have
      now been closed down. The Company acquired ICC-Italy shortly after its formation
      in August, 2007. Mr. Castellano lives in New York State and is a graduate of
      Fordham University. Mr. Castellano speaks fluent Italian and has family ties
      in
      Italy.


**Dr.
      Harvey Altholtz** ,
      DMD,
      Wealth Strategy Partners, LLP. Since 2000 Dr. Altholtz has been actively
      involved in tax, insurance, and investment planning for high net worth
      individuals as part of Wealth Strategy Partners, LLP which is the general
      partner of Black Diamond. Dr. Altholtz obtained his undergraduate and graduate
      education at the University of Pittsburgh.





**Mr.
      Richard K. Lauer** was
      appointed President and Chief Executive Officer of the Company in June of 2007.
      For the past five years, Mr. Lauer has served as President and Chief Executive
      Officer of several early stage computer technology related businesses. Mr.
      Lauer
      currently serves as President of Access Key IP, Inc., a company engaged in
      the
      business of providing unique IPTV (Internet Protocol TV) solutions for retail,
      home and MDU (Multiple Dwelling Unit) markets as well as USB security solutions
      for personal computers. George Stevens is CEO and Chairman of the Board of
      Access Key IP, Inc. Mr. Lauer holds a BA in Marketing from California State
      University at Fullerton as well as an MBA from Pepperdine University in Malibu,
      California.





**Family
      Relationships**





The
      Company is not aware of any family relationships among the Directors and
      Officers or other key personnel.





**Committees
      of the Board of Directors**





Mr.
      Stevens is the sole member of the Compensation Committee which can act without
      the concurrence of the rest of the Board of Directors.





-
          24
          -




Our
      Board
      of Directors does not maintain separate audit, nominating, or corporate
      governance committees. Functions customarily performed by such committees are
      performed by our Board of Directors as a whole.





**Director
      Compensation**





All
      directors hold office until the next annual meeting of the stockholders or
      until
      their successors are duly elected qualified and elected.





Directors
      do not receive cash compensation for their services to us as directors but
      are
      reimbursed for expenses actually incurred in connection with attending meetings
      of the Board of Directors.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Our
      securities are currently registered under Section 12 of the Securities Exchange
      Act of 1934, as amended. As a result, and pursuant to Rule 16a-2, our directors
      and officers and holders of 10% or more of our common stock are currently
      required to file statements of beneficial ownership with regards to their
      ownership of equity securities under Sections 13 or 16 of the Exchange Act.
      Our
      current officers, directors and beneficial holders of 10% or more of our equity
      securities became subject to such requirement and to date, based solely upon
      a
      review of Forms 3, 4 and 5 and any amendments thereto furnished to us during
      our
      most recent fiscal year, none of our officers or directors has failed to file
      on
      a timely basis, as disclosed in the above forms, reports required by Section
      16(a) of the Exchange Act during the most recent fiscal year.





**Code
      of Ethics**





The
      Company has adopted a Code of Ethics applying to its executive officers which
      is
      filed as Exhibit 14.1 to this Annual Report.


-
          25
          -





**ITEM
      10. EXECUTIVE COMPENSATION**





Summary
      Compensation Table





The
      following Summary Compensation Table sets forth summary information as to
      compensation received by the Company's Chief Executive Officer and Chairman
      for
      their services to the Company during the nine months ended September 30, 2007
      and the year ended December 31, 2006.





Name
                and Principal Position
            
            Period
              Ended
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Non-Equity
              Incentive Plan
              Compensation($)
            
            Non-
              Qualified
              Deferred
              Compensation
              Earnings ($)
            
            All Other
              Compensation($)
            
            Total ($)George
                Q Stevens
              Chairman
                of the Board (1)
            
            
            9/30/2007
            
            
            3,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            23,784
            
            
            26,784Richard
                K Lauer
              President,
                CEO, acting CFO and
              Corporate
                Secretary (2)
            
            
            9/30/2007
            
            
            4,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            23,784
            
            
            27,784William
                Thomas Large,
              CEO,
                CFO and Director
            
            
            9/30/2007
            
            
            55,849
            
            
            50,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            105,84912/31/2006
            
            
            59,723
            
            
            
            
            
            128,000
            (3)
            
            -
            
            
            -
            
            
            -
            
            
            187,723Gordon
                Lane,
              Chairman
            
            
            9/30/2007
            
            
            3,000
            
            
            50,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            53.00012/31/06
            
            
            26,603
            
            
            -
            
            
            74,240
            (4)
            
            -
            
            
            -
            
            
            -
            
            
            100,843





(1)
      George Q. Stevens joined the Company upon his election as Chairman of the Board
      on June 29, 2007. Mr. Stevens was awarded 4,000,000 fully vested non-statutory
      stock options on September 10, 2007.





(2)
      Richard K. Lauer joined the Company upon his election as President and Chief
      Executive Officer on June 29, 2007. Mr. Lauer was awarded 4,000,000 fully vested
      non-statutory stock options on September 10, 2007.





(3)
      In
      2005 the Company issued to Mr. Large a certificate for 8,000,000 shares of
      common stock valued at $.02 per share. The Company expensed 20% of the value
      of
      such shares in 2005 (representing an aggregate of $32,000) and the remaining
      80%
      of the value of such shares (representing an aggregate of $128,000) in
      2006.





(4)
      In
      2005 the Company issued to Mr. Lane a certificate for 4,640,000 shares of common
      stock valued at $.02 per share. The Company expensed 20% of the value of such
      shares in 2005 (representing an aggregate of $18,560) and the remaining 80%
      of
      the value of such shares (representing an aggregate of $74,240) in
      2006.





**Compensation
      of Directors**





During
      the nine months ended September 30, 2007, no officer or director received any
      type of compensation from our Company for serving as a director.





No
      arrangements are presently in place regarding compensation to directors for
      their services as directors or for committee participation or special
      assignments.





-
          26
          -




**Employment
      Agreements**





We
      have
      not entered into any employment agreements with our executive officers or other
      employees to date. We may enter into employment agreements with them in the
      future.





**Option
      Grants in 2007**





On
      September 10, 2007, George Q. Stevens, Chairman of the Board of Directors of
      the
      Company, and Richard K. Lauer, President and Chief Executive Officer of the
      Company, were granted 4,000,000 non-statutory stock options each. The options
      are to purchase the common stock of the Company at $.006 per share, which was
      the closing price of the common stock on that date. The options vest immediately
      and have a life of 10 years from the date of grant.





**Outstanding
      Equity Awards at Fiscal Year-End**





As
      of the
      nine months ended September 30, 2007, the following named executive officers
      had
      the following unexercised options, stock that has not vested, and equity
      incentive plan awards:





Name
                and Principal Position
            
            Number of Securities
              Underlying Unexercised
              Options (#) Unexercisable (1)
            
            Option Exercise
              Price
            
            Option Expiration
              DateGeorge
                Q Stevens
              Chairman
                of the Board
            
            
            4,000,000
            #
            $
            .006
            
            
            9/10/2017Richard
                K. Lauer
              President
                and Chief Executive Officer
            
            
            4,000,000
            #
            $
            .006
            
            
            9/10/2017





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





Beneficial
      ownership is determined in accordance with the rules of the SEC. In computing
      the number of shares beneficially owned by a person and the percentage of
      ownership of that person, shares of common stock subject to options and warrants
      held by that person that are currently exercisable or become exercisable within
      60 days of the date hereof are deemed outstanding even if they have not actually
      been exercised. Those shares, however, are not deemed outstanding for the
      purpose of computing the percentage ownership of any other person.





The
      following table contains certain information regarding beneficial ownership
      of
      the voting securities as of December 31, 2007 by (i) persons known to us to
      be
      the beneficial owner of more than 5% of the Company’s voting securities, (ii)
      each of the current Directors, (iii) each executive officer, and (iv) all
      Directors and executive officers as a group.


-
          27
          -





**Security
      Ownership of Capital Stock by Certain Beneficial Owners at December 31,
      2007**





Class
                of Stock
            
            Name of Beneficial Owner
            
            Amount and
              Nature of
              Beneficial
              Owner
            
            Per Cent of
              Class
              (1)
            
            Per Cent of
              Class
              (2)Common Stock
            
            The
                Black Diamond Fund, LLLP
              1800
                Second St Ste 758
              Sarasota,
                FL 34236
            
            39,921,267
              (2)(3)(4)
            
            19.9%Nutmeg
                Group, LLC
              155
                Revere Dr Ste 10
              Northbrook,
                IL 60062
            
            61,414,676
              (3)(5)
            
            25.4%Financial
                Alchemy, LLC
              155
                Revere Dr Ste 10
              Northbrook,
                IL 60062
            
            11,538,461
            
            5.8%**Directors
                and Officers**George
                Q. Stevens
              3334
                E. Coast Hwy #424
              Corona
                Del Mar, CA 92625
            
            4,000,000
              (3)
            
            2.0%Dr.
                Harvey Altholtz
              1800
                Second St, Ste 758
              Sarasota,
                FL 34236
            
            0
                (4)
            
            0Richard
                K. Lauer
              3334
                E. Coast Hwy #424
              Corona
                Del Mar, CA 92625
            
            4,000,000
              (6)
            
            2.0%Carmine
                Castellano
              3334
                E. Coast Hwy #424
              Corona
                Del Mar, CA 92625
            
            0
            
            0William
                T. Large
              P.O.
                Box 1117
              Long
                Beach, CA 11561
            
            17,599,582
              (7)
            
            8.8%Alexander
                G. Lane
              P.O.
                Box 1117
              Long
                Beach, CA 11561
            
            5,783,827
              (8)
            
            2.9%Thomas
                A. Marchant
              3334
                E. Coast Hwy #424
              Corona
                Del Mar, CA 92625
            
            1,521,638
              (9)
            
            0.8%All
                Directors and Officers as a group (4 people)(10)
            
            8,000,000
            
            3.8%Series
                C
              Preferred
                Stock
              (11)
            
            The Black Diamond Fund, LLLP
              1800
                Second St #758
              Sarasota,
                FL 34236
            
            8,554,552
            
            
            
            89.0%The
                Melanie S. Altholtz Irrevocable Trust,
              1800
                Second St #758
              Sarasota,
                FL 34236
            
            1,054,552
            
            
            
            11.0%


-
          28
          -





Notes:





(1)
            Computed
                based on a total of 200,120,434 shares of common stock outstanding
                as of
                December 31, 2007.(2)
            Computed
                based on a total of 9,609,104 shares of Series C preferred stock
                outstanding on December 31, 2007.(3)
            George
                Stevens serves as an advisor to the Nutmeg Group and Black Diamond.
                Mr.
                Stevens was elected to the Board and as Chairman of the Board of
                the
                Company on June 29, 2007. Mr. Stevens holds fully vested, non-qualified
                stock options to purchase 4,000,000 shares of the Company’s common stock.
                Such shares are not included in the shares reported as beneficially
                owned
                by the Nutmeg Group.(4)
            Dr.
                Harvey Altholtz was elected to the Board of Directors on September
                26,
                2007. Dr. Altholtz is a financial advisor with Wealth Strategy Partners
                LLP which is the general partner of Black Diamond.(5)
            Includes
                warrants to purchase 7,500,000 shares of common stock which are currently
                exercisable and 34,218,287 shares currently issuable upon conversion
                of a
                note receivable from the Company, including accrued interest through
                December 31, 2007.(6)
            Richard
                K Lauer is President, Chief Executive Officer and Corporate Secretary
                of
                the Company. Mr. Lauer holds fully vested, non-qualified stock options
                to
                purchase 4,000,000 shares of common stock.(7)
            Mr.
                Large is a former director and executive officer of the Company,
                having
                resigned as Chief Executive Officer on June 29, 2007 and as a director
                on
                September 25, 2007. The amount of shares reported as beneficially
                owned
                includes 120,000 shares of common stock held by Mr. Large’s minor
                children.(8)
            Mr.
                Lane is a former Chairman of the Board, having resigned from the
                Board on
                June 29, 2007.(9)
            Mr.
                Marchant is a former director of the Company, having resigned from
                the
                Board on June 29, 2007.(10)
            Includes
                shares beneficially owned only by executive officers and directors
                holding
                office on December 31, 2007.(11)
            The
                Series C preferred stock entitles the holder to vote 60 votes per
                preferred share and votes as a single class with the common stock
                on all
                matters on which a vote of the stockholders is
                taken.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





Adam
      Altholtz, Trustee of The Melanie S. Altholtz Irrevocable Trust is the son of
      Dr.
      Harvey Altholtz who is a Director of our Company.





**ITEM
      13. EXHIBITS**





The
      following exhibits are either filed as part of this report or are incorporated
      herein by reference:





2.1
      Agreement and Plan of Merger between Torbay Acquisition Corporation and the
      Company, incorporated by reference to the Company’s Report on Form 8-K, filed
      with the SEC on November 12, 1999 (the "1999 8-K").





3.1
      Certificate of Incorporation of the Company and Certificate of Amendment thereto
      filed in June 1999 incorporated herein by reference to Exhibit 3.1 to the 1999
      8-K.





3.2
      Certificate of Amendment to the Certificate of Incorporation of the Company
      filed on October 18, 2005 incorporated herein by reference to Exhibit 3.2 to
      the
      Company’s Annual Report on Form 10-KSB, filed with the SEC on April 28, 2006
      (the “2005 10-KSB”).





3.2
      Certificate of Amendment to the Certificate of Incorporation of the Company
      dated November 27, 2007 file with the Delaware Secretary of State.*





3.3
      By-Laws of the Company as amended and restated November 27, 2007 incorporated
      herein by reference to Exhibit 5.03.1 to the Company’s Current Report on Form
      8-K filed on December 3, 2007 with the SEC.





4.1
      Certificate of Designation with respect to Series 1 Convertible Preferred Stock
      of the Company incorporated herein by reference to Exhibit 3.4 to the 1999
      8-K.





-
          29
          -




4.1.1
      Certificate of Designation with respect to Series B Convertible Preferred Stock
      of the Company filed with the Delaware Secretary of State.*





4.1.2
      Certificate of Designation with respect to Series C Convertible Preferred Stock
      of the Company filed with the Delaware Secretary of State.*





4.1.3
      Certificate of Designation with respect to Increasing the Series C Convertible
      Preferred Stock of the Company incorporated herein by reference to Exhibit
      4.1
      to the Company’s Current Report on Form 8-K filed on January 17, 2008 with the
      SEC.





4.1.4
      Secured Note Payable to Black Diamond dated January 15, 2008 incorporated herein
      by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
      January 23, 2008 with the SEC.





4.2
      Form
      of Common Stock Certificate incorporated herein by reference to Exhibit 4.2
      to
      the Registration Statement on Form SB-2 (Registration No. 333-93847), filed
      with
      the SEC on December 30, 1999.





4.3
      Warrant to Purchase 500,000 Shares of Common Stock, dated August 24, 2004
      incorporated herein by reference to Exhibit 4.4 to the Registration Statement
      on
      Form SB-2 (Registration No. 333-122773), filed with the SEC on February 11,
      2005
      (the “2005 SB-2”).





4.3.1
      Warrant to Purchase 2,500,000 Shares of Common Stock dated December 16, 2004
      incorporated herein by reference to Exhibit 4.6 to the 2005 SB-2.





4.3.2
      Warrant to Purchase 2,000,000 Shares of Common Stock dated December 16, 2004
      incorporated herein by reference to Exhibit 4.6 to the 2005 SB-2.





4.3.3
      Warrant to Purchase 2,000,000 Shares of Common Stock dated December 16, 2004
      incorporated herein by reference to Exhibit 4.6 to the 2005 SB-2.





4.3.4
      Warrant to Purchase 15,000,000 Shares of Common Stock dated January 15, 2008
      incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report
      on Form 8-K filed on January 23, 2008 with the SEC.





10.1
      Designer Appliances, Inc. Asset Assignment and Royalty Disposal Value Agreement,
      dated as of June 29, 2007 between the Company and William Thomas Large
      incorporated herein by reference to Exhibit 10.1 of the Company’s Report on Form
      8-K filed with the SEC on July 6, 2007.





10.2
      Intellectual Property Assignment Agreement, dated as of June 29, 2007 between
      the Company and William Thomas Large incorporated herein by reference to Exhibit
      10.2 of the Company’s Report on Form 8-K filed with the SEC on July 6,
      2007.





10.3.
      Share Purchase Agreement, dated June 29, 2007 between the Company and Black
      Diamond incorporated herein by reference to Exhibit 10.1 of the Company’s Report
      on Form 8-K filed with the SEC on July 26, 2007.





10.4
      First Amendment dated as of July 23, 2007 to the Share Purchase Agreement signed
      June 29, 2007 incorporated herein by reference to Exhibit 10.2 of the Company’s
      Report on Form 8-K filed with the SEC on July 26, 2007.





10.5
      Share Exchange Agreement dated August 20, 2007 between the Company and Carmine
      Castellano and Alfred Settino incorporated herein by reference to Exhibit 10.1
      of the Company’s Report on Form 8-K filed with the SEC on August 27,
      2007.





10.6
      First Amendment to Share Exchange Agreement dated August 21, 2007 between the
      Company and Carmine Castellano and Alfred Settino incorporated herein by
      reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed with the SEC
      on August 27, 2007.




-
          30
          -


10.7
      September 2007 Note issued by the Company to Nutmeg/Mercury Funding LLLP
      incorporated herein by reference to Exhibit 10.1 of the Company’s Report on Form
      8-K filed with the SEC on October 3, 2007.





10.8
      Second Amendment, dated September 28, 2007 to the Share Purchase Agreement,
      dated June 29, 2007 between the Company and Black Diamond incorporated herein
      by
      reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed with the SEC
      on October 4, 2007.





10.9
      Form
      of Non-Statutory Stock Option for awards on September 10, 2007.*





10.10
      Stock Purchase Agreement between The Melanie S. Altholtz Irrevocable Trust
      and
      the Company dated December 3, 2007 incorporated herein by reference to Exhibit
      10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January
      17, 2008.





10.11
      Third Amendment to the Share Purchase Agreement between Black Diamond and the
      Company dated December 17, 2007 incorporated herein by reference to Exhibit
      10.2
      of the Company’s Report on Form 8-K filed with the SEC on January 17,
      2008.





10.12 **** Fourth
      Amendment to the Share Purchase Agreement of June 29, 2007 dated January 15
      2008
      between Black Diamond and the Company incorporated herein by reference to
      Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on
      January 23, 2008.





14.1
      Code
      of Ethics Incorporated by reference to Exhibit 14.1 to 2005 10-KSB.





17.1
      Correspondence on the Resignation of Tom Large incorporated herein by reference
      to Exhibit 17.1 to the Company’s Current Report on Form 8-K filed with the SEC
      on October 1, 2007.





21.1
      List
      of subsidiaries*





23.1
      Consent of Holtz Rubenstein Reminick LLP.*





31.1
      Certification of Chief Executive Officer and Principal Financial
      Officer.*





32.1
      Certification of Chief Executive Officer and Principal Financial
      Officer.*







*Filed
      herewith.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





**Independent
      Auditor Fees**





The
      following is a summary of the fees billed to us by Holtz Rubenstein Reminick
      LLP
      for professional services rendered for the nine months ended September 30,
      2007
      and the year ended December 31, 2006:





Fee
                Category
            
            Nine Months
              Ended September
              30, 2007
            
            Year Ended
              December 31,
              2006Audit
                fees
            
            $
            51,100
            
            $
            57,760Tax
                fees
            
            
            -
            
            
            -Other
                fees
            
            
            -
            
            
            -Total
                fees
            
            $
            51,100
            
            $
            57,760





Audit
      Fees: consists of aggregate fees billed for professional services rendered
      for
      the audit of our consolidated financial statements and review of the interim
      consolidated financial statements included in quarterly reports and services
      that are normally provided by our auditors in connection with statutory and
      regulatory filings or engagements.




-
          31
          -




Tax
      Fees:
      consists of aggregate fees billed for professional services for tax compliance,
      tax advice and tax planning. These services include assistance regarding federal
      and state tax compliance.





Other
      Fees: consists of fees for products and services other than the services
      reported above. There were no management consulting services provided in the
      nine months ended September 30, s007 or the year ended December 31,
      2006.





Our
      Audit
      Committee includes the entire Board of Directors. The Board of Directors
      considers whether the provision of these services is compatible with maintaining
      the auditor's independence and has determined such services for the nine month
      period ended September 30, 2007 and the year ended December 31, 2006 were
      compatible.





**Board
      of Directors Policy On Pre-Approval Of Services Of Independent
      Auditors**





The
      Board
      of Directors’ policy is to pre-approve all audit and permissible non-audit
      services provided by the independent auditors on a case-by-case basis. These
      services may include audit services, audit-related services, tax services and
      other services.





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned thereunto duly authorized, in Corona del Mar, State of
      California, on February 11, 2008.




ICC
                WORLDWIDE, INC./s/
                Richard K. LauerRichard
                K Lauer
              President
                and Chief Executive Officer
              (Principal
                Financial Officer)





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





SIGNATURE
            
            TITLE
            
            DATE/s/
                George Q. Stevens
            
            Chairman
                of the Board
            
            February
                11, 2008/s/
                Dr. Harvey Altholtz
            
            Director
            
            February
                11, 2008




-
          32
          -




**INDEX
      TO FINANCIAL STATEMENTS**




PageReport
                Of Independent Registered Public Accounting Firm
            F-2**CONSOLIDATED
                FINANCIAL STATEMENTS**Consolidated
                Balance Sheet as of September 30, 2007
            F-3Consolidated
                Statements of Operations for the nine months ended September 30,
                2007 and
                year ended December 31, 2006
            F-4Consolidated
                Statements of Changes in Stockholders' Equity (Deficit) for the nine
                months ended September 30, 2007 and year ended December 31,
                2006.
            F-5Consolidated
                Statements of Cash Flows for the nine months ended September 30,
                2007 and
                year ended December 31, 2006
            F-6Notes
                to Consolidated Financial Statements
            F-7





F-1





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders of


ICC
      Worldwide, Inc. and Subsidiaries:





We
      have
      audited the accompanying consolidated balance sheet of ICC Worldwide, Inc and
      Subsidiaries (the "Company") as of September 30, 2007 and the related
      consolidated statements of operations, stockholders’ deficiency and
      comprehensive loss, and cash flows for the nine months ended September 30,
      2007
      and year then ended December 31, 2006, respectively. These consolidated
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of September
      30, 2007 and the results of its operations and its cash flows for the nine
      months ended September 30, 2007 and year ended December 31, 2006, in conformity
      with accounting principles generally accepted in the United States of
      America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2 to the
      consolidated financial statements, the Company’s losses of $559,352 for the nine
      months ended September 30, 2007 and $668,210 for the year ended December 31,
      2006 and negative cash flow used in operations of $433,157 for the nine months
      ended September 30, 2007 and $167,808 for the year ended December 31, 2006 raise
      substantial doubt about the Company’s ability to continue as a going concern.
      The consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





/s/
      Holtz
      Rubenstein Reminick LLP





Holtz
      Rubenstein Reminick LLP





New
      York,
      New York


February
      7, 2008




F-2




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEET**


**SEPTEMBER
      30, 2007**





ASSETSCurrent
                assets:Cash
            
            $
            1,029,949Accounts
                receivable
            
            
            1,070Inventory
            
            
            32,897Deposits
                and other current assets
            
            
            18,915Total
                current assets
            
            
            1,082,831Furniture
                & fixtures
            
            
            174,520Office
                and store equipment
            
            
            384,116Less
                accumulated depreciation
            
            
            (5,494
            )Net
                fixed assets
            
            
            553,142Intangible
                Assets
            
            
            559,562Total
                assets
            
            $
            2,195,535LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            229,568Accrued
                interest
            
            
            11,835Capitalized
                lease obligation - current portion
            
            
            63,863Liabilities
                on asset purchase contracts
            
            
            578,016Notes
                payable
            
            
            127,001Total
                current liabilities
            
            
            1,010,283Capitalized
                lease obligation - long term
            
            
            139,861Preferred
                stock, $.0001 par value; 20,000,000 shares authorized, 7,500,000
                Series B
                shares issued and outstanding, includes accretion of $4,340, redemption
                mandatory on October 1, 2012 at $.60 per share
            
            
            535,014Total
                liabilities
            
            
            1,685,158Stockholders'
                equity:Common
                stock, $.0001 par value; 250,000,000 shares authorized, 190,277,900
                shares
                issued and outstanding
            
            
            19,028Additional
                paid-in capital
            
            
            7,302,616Accumulated
                deficit
            
            
            (6,820,529
            )Other
                comprehensive income
            
            
            9,262Total
                stockholders' equity
            
            
            510,377Total
                liabilities and stockholders' equity
            
            $
            2,195,535




See
        accompanying notes to consolidated financial statements.




F-3




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31, 2006**


**Nine Months**
                **Ended**
                **September 30, **2007****
                **2007**
              
              **Year Ended**
                **December 31, **2006****
                **2006**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (559,352
              )
              $
              (668,210
              )Adjustments
                    to reconcile net loss to netcash
                    used in operating activities:Gain
                  on disposition of assets
              
              
              (110,369
              )
              
              -Depreciation
                  and amortization
              
              
              14,028
              
              
              38,235Stock
                  compensation expense
              
              
              65,406
              
              
              -Security
                  deposit applied to rent
              
              
              5,310
              
              
              -Financing
                  cost - warrants repriced
              
              
              18
              
              
              34,174Common
                  stock and warrants issued for services
              
              
              400
              
              
              203,500Common
                  stock and warrants issued for financing costs
              
              
              60,000
              
              
              -Deferred
                  compensation
              
              
              -
              
              
              211,840Changes
                  in operating assets and liabilities:
              
              
              
              
              
              -(Increase)
                  decrease inAccounts
                  receivable
              
              
              44,181
              
              
              (40,183
              )Inventory
              
              
              (32,747
              )
              
              33,123Prepaid
                  expenses
              
              
              (481,973
              )
              
              -Deposits
                  and other current assets
              
              
              (102,019
              )
              
              -Increase
                  (decrease) inContracts
                  payable
              
              
              578,016
              
              
              -Accounts
                  payable and accrued expenses
              
              
              84,345
              
              
              19,713Customer
                  advance
              
              
              1,599Net
                  cash used in operating activities
              
              
              (433,157
              )
              
              (167,808
              )Cash
                  flows from investing activities:Purchase
                  of property and equipment
              
              
              (352,020
              )
              
              (1,758
              )Cash
                  retained by former subsidiary
              
              
              (6,713
              )
              
              -Net
                  cash used in investing activities
              
              
              (358,733
              )
              
              (1,758
              )Cash
                  flows from financing activities:Proceeds
                  from issuance of notes
              
              
              60,000
              
              
              -Proceeds
                  from issuance of preferred stock
              
              
              530,674
              
              
              -Proceeds
                  from issuance of common stock
              
              
              1,215,326
              
              
              172,500Advances
                  received from others
              
              
              -
              
              
              15,000Advances
                  received from stockholders
              
              
              22,000
              
              
              37,000Payments
                  on notes payable
              
              
              2,001
              
              
              -Repayments
                  of advances received from stockholder
              
              
              (29,000
              )
              
              (26,750
              )Net
                  cash provided by financing activities
              
              
              1,801,001
              
              
              197,750Effect
                  of exchange rate changes on cash
              
              
              6,158
              
              
              (16,511
              )Net
                  increase in cash
              
              
              1,015,269
              
              
              11,673Cash,
                  beginning of year
              
              
              14,680
              
              
              3,007Cash,
                  end of year
              
              $
              1,029,949
              
              $
              14,680Non-Cash
                  Financial Information:Treasury
                    stock acquired in exchange forassets
                    and liabilities of discontinued operations
              
              $
              17,000
              
              $
              -Net
                  liabilities of discontinued operations
              
              
              93,369
              
              
              -During
                  2007, 420,000 shares of Series 1 preferred stock were converted
                  to 440,000
                  shares of common stock
              
              
              
              
              
              -Accretion
                  of preferred stock
              
              
              4,340Assets
                  acquired through capitalized lease
              
              
              203,724


See
      accompanying notes to consolidated financial statements.




F-4





**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)**


**NINE
      MONTHS ENDED SEPTEMBER 30 2007 AND YEAR ENDED DECEMBER 31,
      2006**




**Comon Stock****Preferred Stock**
              
              **Common Stock**
              
              **To Be Issued**
              
              **Treasury**
              
              **Additional**
              
              **Accumulated**
              
              **Comprehensive**
              
              **Deferred****Shares**
              
              **APIC**
              
              **Par**
              
              **Shares**
              
              **Treasury**
              
              **Par**
              
              **Shares**
              
              **Par**
              
              **Stock**
              
              **Paid in Capital**
              
              **Deficit**
              
              **Income (Loss)**
              
              **Equity Based**
              
              **Total****Balance,
                  January 1, 2006**
              
              
              **420,000**
              
              **$**
              **-**
              
              **$**
              **42**
              
              
              **125,499,439**
              
              
              
              
              **$**
              **12,550**
              
              
              **500,000**
              
              **$**
              **50**
              
              **$**
              **-**
              
              **$**
              **5,599,018**
              
              **$**
              **(5,592,967**
              **)**
              **$**
              **(15,431**
              **)**
              **$**
              **(211,840**
              **)**
              **$**
              **(208,578**
              **)**Cancel
                  shares to be issued
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (500,000
              )
              
              (50
              )
              
              -
              
              
              50
              
              
              -
              
              
              -
              
              
              -
              
              
              -Stock
                  issued for cash
              
              
              -
              
              
              -
              
              
              -
              
              
              19,138,461
              
              
              -
              
              
              1,914
              
              
              -
              
              
              -
              
              
              -
              
              
              150,586
              
              
              -
              
              
              -
              
              
              -
              
              
              152,500Shares
                  issued for compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              8,200,000
              
              
              -
              
              
              820
              
              
              -
              
              
              -
              
              
              -
              
              
              202,680
              
              
              -
              
              
              -
              
              
              -
              
              
              203,500Repricing
                  of options
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              34,174
              
              
              -
              
              
              -
              
              
              -
              
              
              34,174Amortization
                  of deferred compensation expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              211,840
              
              
              211,840Foreign
                  currency translation loss
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (16,511
              )
              
              -
              
              
              (16,511
              )Net
                  loss, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (668,210
              )
              
              -
              
              
              -
              
              
              (668,210
              )**Balance,
                  December 31, 2006**
              
              
              **420,000**
              
              
              **-**
              
              
              **42**
              
              
              **152,837,900**
              
              
              **-**
              
              
              **15,284**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **5,986,508**
              
              
              **(6,261,177**
              **)**
              
              **(31,942**
              **)**
              
              **-**
              
              
              **(291,285**
              **)**Preferred
                  conversion
              
              
              (420,000
              )
              
              -
              
              
              (42
              )
              
              420,000
              
              
              -
              
              
              42
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Shares
                  subscribed
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              35,000,000
              
              
              3,500
              
              
              -
              
              
              1,234,100
              
              
              -
              
              
              -
              
              
              -
              
              
              1,237,600Additional
                  shares for preferred stock conversion
              
              
              -
              
              
              -
              
              
              -
              
              
              20,000
              
              
              -
              
              
              2
              
              
              -
              
              
              -
              
              
              -
              
              
              398
              
              
              -
              
              
              -
              
              
              -
              
              
              400Warrant
                  repricing
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              18
              
              
              -
              
              
              -
              
              
              -
              
              
              18Shares
                  to replace financing shares
              
              
              -
              
              
              -
              
              
              -
              
              
              3,000,000
              
              
              -
              
              
              300
              
              
              -
              
              
              -
              
              
              -
              
              
              59,700
              
              
              -
              
              
              -
              
              
              -
              
              
              60,000Treasury
                  stock acquired in disposition of assets
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,000,000
              
              
              
              
              
              -
              
              
              -
              
              
              (17,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (17,000
              )Share
                  of sales for cash
              
              
              7,500,000
              
              
              539,650
              
              
              750
              
              
              35,000,000
              
              
              -
              
              
              3,500
              
              
              (35,000,000
              )
              
              (3,500
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Financing
                  costs
              
              
              -
              
              
              (9,726
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (22,274
              )
              
              -
              
              
              -
              
              
              -
              
              
              (22,274
              )Shares
                  cancelled
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,000,000
              )
              
              (1,000,000
              )
              
              (100
              )
              
              -
              
              
              -
              
              
              17,000
              
              
              (16,900
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Preferred
                  stock accretion
              
              
              -
              
              
              4,340
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (4,340
              )
              
              -
              
              
              -
              
              
              -
              
              
              (4,340
              )Stock
                  based compensation expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              65,406
              
              
              -
              
              
              -
              
              
              -
              
              
              65,406Foreign
                  currency translation gain
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              41,204
              
              
              -
              
              
              41,204Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (559,352
              )
              
              -
              
              
              -
              
              
              (559,352
              )**Balance,
                  September 30, 2007**
              
              
              **7,500,000**
              
              **$**
              **534,264**
              
              **$**
              **750**
              
              
              **190,277,900**
              
              
              **-**
              
              **$**
              **19,028**
              
              
              **-**
              
              **$**
              **-**
              
              **$**
              **-**
              
              **$**
              **7,302,616**
              
              **$**
              **(6,820,529**
              **)**
              **$**
              **9,262**
              
              **$**
              **-**
              
              **$**
              **510,377**


See
        accompanying notes to consolidated financial statements.


F-5




**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENED DECEMBER 31,
      2006**


**Nine Months**
                **Ended**
                **September 30, 2007**
              
              **Year**
                **Ended**
                **December 31, 2006**Revenue
              
              $
              21,540
              
              $
              -Cost
                  of goods sold
              
              
              20,294
              
              
              -Gross
                  profit
              
              
              1,246
              
              
              -General
                  and administrative expenses
              
              
              414,522
              
              
              360,108Loss
                  from continuing operations before other expense
              
              
              (413,276
              )
              
              (360,108
              )Interest
                  expense, net and financing cost
              
              
              (67,878
              )
              
              (36,942
              )Loss
                    from continuing operations before provision for income
                    taxes
              
              
              (481,154
              )
              
              (397,050
              )Provision
                  for income taxes
              
              
              -
              
              
              -Lloss
                  from continuing operations
              
              
              (481,154
              )
              
              (397,050
              )Loss
                  from discontinued operations
              
              
              (78,198
              )
              
              (271,160
              )Loss
              
              $
              (559,352
              )
              $
              (668,210
              )Net
                  loss per common share, basic and dilutedContinuing
                  operations
              
              $
              (0.00
              )
              $
              (0.00
              )Discontinued
                  operations
              
              
              (0.00
              )
              
              (0.00
              )$
              (0.00
              )
              $
              (0.00
              )Weighted
                  average shares outstanding, basic and diluted
              
              
              160,054,896
              
              
              142,737,698Comprehensive
                  loss:Net
                  income (loss)
              
              $
              (559,352
              )
              $
              (668,210
              )Foreign
                  currency translation gain (loss)
              
              
              41,204
              
              
              (16,511
              )Comprehensive
                  income (loss)
              
              $
              (518,148
              )
              $
              (684,721
              )


See
        accompanying notes to consolidated financial statements.


F-6




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**
  **NOTE
        1**  **ORGANIZATIONAL
        MATTERS AND NATURE OF THE BUSINESS**





ICC
      Worldwide, Inc. (“we”, “us”, “the Company”, or “Torbay”) was incorporated on
      March 24, 1999 as a Delaware corporation named Acropolis Acquisition
      Corporation. We changed our name to Torbay Holdings, Inc. on July 14, 1999.
      On
      October 26, 1999, Torbay Acquisition Corporation (“TAC”), a reporting company
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      merged into us. In the merger we issued our common stock to the former
      stockholders of TAC and our common stock automatically became registered under
      the Exchange Act as a result of such transaction. On November 27, 2007, our
      stockholders approved the change in our name to ICC Worldwide, Inc.





Through
      June, 2007, the principal business of our Company was the development and sale
      of a computer mouse device and related software. On June 29, 2007, we
      transferred to a former officer and director of our Company, 100% of the capital
      stock of Designer Appliances, Inc. and all other assets and liabilities of
      our
      Company relating to our Company’s former computer mouse and software business,
      including all intellectual property and physical materials, all hardware and
      software and all rights pertaining thereto. Said transfer was done in
      consideration of: (1) the payment to our Company in perpetuity of a 1% royalty
      on sales by Designer Appliances, Inc., (2) the return by the former officer
      and
      director to our Company of 1,000,000 shares of our common stock and, (3) the
      grant to our Company of a 5% interest in the disposal value of Designer
      Appliances, Inc. The results of operations of the computer mouse and software
      business have been presented as discontinued operations in these financial
      statements.





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock and 35,000,000 shares of our common stock to The Black Diamond Fund,
      LLLP,
      a Minnesota Limited Liability Limited Partnership (“Black Diamond”), for
      $1,778,000. The purpose of the sale of stock was to raise capital for use in
      conjunction with an acquisition strategy which allows us to develop our Company
      by acquiring assets with a history of operating revenues in markets that provide
      room for growth.





As
      a
      result of our investigations, we have focused on a strategy which offers certain
      goods and services to the ethnic immigrant worker communities in Italy. These
      goods and services include products in the broad areas of: (1)
      telecommunications, (2) entertainment, (3) ethnic food products, and (4)
      financial services. They are delivered by our Company on a wholesale basis
      through a large, well established network of independently-owned retail stores
      throughout Italy. In addition to the wholesale business activities, the Company
      also operates a small number of its own retail stores in Italy which serve
      customers in this market. In September, 2007, utilizing ICC Italy, S.r.l.,
      (“ICC-Italy”) a wholly-owned subsidiary incorporated in Italy, we began
      acquiring assets in several of the provinces in Northern Italy. The asset
      acquired included furniture, fixtures, and inventory. No real estate leases,
      employment or vendor contracts or other obligations were involved as part of
      the
      asset purchases.  The
      revenue reported for the three month period ended September 30, 2007 is all
      from
      the opening and startup operations of three retail stores during September,
      2007, and should not be considered indicative of future operating results.





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





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





The
      accompanying audited consolidated financial statements include the accounts
      of
      ICC Worldwide, Inc., its wholly own subsidiary, ICC-Italy, and its former
      subsidiaries, Designer Appliances Ltd. and Designer Appliances, Inc.
      (collectively, the “Company”). All significant inter-company transactions have
      been eliminated in consolidation. Designer Appliances Limited is not an
      operating company.





F-7


**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
      2006**





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





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





***(C)
      Revenue Recognition***





The
      Company’s retail products and services are sold primarily for cash. Revenue is
      recognized at the time the products or services are sold.





The
      Company sells certain products at wholesale for both cash and credit. Revenue
      will be recognized when no right of return exists.





***(D)
      Accounts Receivable***





Accounts
      receivable are stated at estimated net realizable value. Account balances are
      written off when collection efforts have been exhausted and the potential for
      recovery is considered remote. The Company has not recorded an allowance against
      receivables on September 30, 2007, as the Company has only a limited operating
      history with its new business model.





***(E)
      Inventory***





Inventory
      consists of finished goods ready for sale and is stated at the lower of cost
      or
      market. The Company does not have raw material or work in process
      inventory.





***(F)
      Foreign Currency Translation***





Assets
      and liabilities of our Company’s foreign subsidiaries have been translated using
      the exchange rate at the balance sheet date. The weighted average exchange
      rate
      for the period has been used to translate revenues and expenses. Translation
      adjustments are reported separately and accumulated in a separate component
      of
      equity (accumulated other comprehensive income.)





***(G)
      Loss Per Share***





Basic
      and
      diluted loss per common share for all periods presented is computed based on
      the
      weighted average number of common shares outstanding during the periods
      presented as defined by SFAS No. 128, "Earnings per Share". The assumed exercise
      of common stock equivalents was not utilized for the nine months ended September
      30, 2007 and for the year ended December 31, 2006 since the effect would be
      anti-dilutive.




F-8


**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
      2006**





***(H)
      Going Concern***





The
      Company’s consolidated financial statements for the nine months ended September
      30, 2007 have been prepared on a going concern basis, which contemplates the
      realization of assets and the settlement of liabilities and commitments in
      the
      normal course of business.





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





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





On
      January 1, 2006, we adopted the fair value recognition provisions of Financial
      Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
      (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for
      compensation costs under our stock option plans. We previously utilized the
      intrinsic value method under Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the
      intrinsic value method prescribed by APB 25, no compensation costs were
      recognized for our employee stock options because the option exercise price
      equaled the market price on the date of grant.





In
      adopting SFAS No. 123(R), we elected to use the modified prospective method
      to
      account for the transition from the intrinsic value method to the fair value
      recognition method. Under the modified prospective method, compensation cost
      is
      recognized from the adoption date forward for all new stock options granted
      and
      for any outstanding unvested awards as if the fair value method had been applied
      to those awards as of the date of grant.





***(J)
      Reclassifications***





Certain
      prior year amounts have been reclassified as discontinued operations to conform
      with the current year’s presentation, none of which had an impact on total
      assets, stockholders’ equity (deficit), net loss, or net loss per
      share.





***(K)
      Fair Value of Financial Instruments***





The
      carrying value of cash, accounts receivable, deferred revenue, accounts payable,
      and accrued expenses approximate fair value because of the short maturity of
      these items.





**(L)
      Cash and Cash Equivalents**





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





***(M)
      Concentrations***





The
      Company maintains its cash in bank deposit accounts that, at times, may exceed
      federally insured limits. The Company has not experienced any losses in such
      accounts. Management believes the Company is not exposed to any significant
      credit risk related to cash.





***(N)
      Property and equipment***





Property
      and equipment are stated at cost less accumulated depreciation. Depreciation
      is
      provided for in amounts sufficient to relate the cost of depreciable assets
      to
      operations over their estimated service lives. The estimated lives in
      determining depreciation are recognized primarily on the straight-line method
      over estimated useful lives of seven years for store and office fixtures and
      five years for equipment. For leasehold improvements and buildings, the Company
      depreciates the assets over the shorter of their estimate useful lives or
      original lease terms plus any renewal periods for which renewal has been
      determined to be reasonably assured.




F-9


**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


***(O)
      Income Taxes***





The
      Company accounts for income taxes in accordance with SFAS 109, *Accounting
      for Income Taxes.* The
      Company records deferred income tax assets and liabilities based up the
      difference between the financial statement and income tax bases of assets and
      liabilities using enacted income tax rates. Valuation allowances are established
      when necessary to reduce deferred income tax assets to the amount expected
      to be
      realized. Income tax expense is the taxes paid and payable for the period and
      the change during the period in the net deferred income tax assets and
      liabilities.





***(P)
      Goodwill and Intangible Assets***




The
      Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142), *Goodwill
      and Other Intangible Assets* . Goodwill
      represents the purchase consideration given in excess of the net assets acquired
      in a business combination. Goodwill
      and other intangible assets with indefinite lives must be tested for impairment
      on an annual basis. The Company performs this annual impairment test at fiscal
      year end for goodwill and other intangible assets.





SFAS
      142
      requires the Company to compare the fair value of the reporting unit to its
      carrying amount on an annual basis to determine if there is potential goodwill
      impairment. If the fair value of the reporting unit is less than its carrying
      value, an impairment loss is recorded to the extent that the fair value of
      the
      goodwill within the reporting unit is less than its carrying value. SFAS 142
      also requires the Company to compare the fair value of an intangible asset
      to
      its carrying amount. If the carrying amount of the intangible asset exceeds
      its
      fair value, an impairment loss is recognized. Fair values for goodwill and
      other
      indefinite-lived intangible assets are determined based on discounted cash
      flows
      or market multiples as appropriate.





***(Q)
      Intangible Assets***




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




F-10




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


**NOTE
      3.** **** **LOSS
      PER SHARE**





In
      accordance with SFAS No. 128, “ *Earnings*  *Per
      Share* ,”
the
      basic loss per common share is computed by dividing net loss available to common
      stockholders by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed similar to basic loss per common
      share
      except that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common shares
      had been issued and if the additional common shares were dilutive.





At
      September 30, 2007 and December 31, 2006, the Company had
      126,657,162  and
      11,700,000 respectively,  of
      potentially dilutive securities as follows:





**September 30, 2007**
            
            **December 31, 2006**Warrants
                outstanding
            
            
            7,500,000
            
            
            11,700,000Fully
                vested non qualified stock options
            
            
            11,000,000
            
            
            -Conversion
                of note payable
            
            
            33,157,162
            
            
            -Conversion
                of Series C preferred stock
            
            
            75,000,000
            
            
            -Total
            
            
            126,657,162
            
            
            11,700,000





Due
      to
      the net loss, none of the potentially dilutive securities were included in
      the
      calculation of diluted earnings per share since their effect would be
      anti-dilutive.





**NOTE
      4.** **** **PROPERTY
      AND EQUIPMENT**





Property
      and equipment consist of the following at September 30, 2007





Furniture
                and fixtures
            
            
            174,520Store
                and office equipment
            
            $
            384,116Total
            
            
            558,636Less
                accumulated depreciation
            
            
            (5,494
            )Property
                and equipment, net
            
            $
            553,142





Depreciation
      expense for continuing operations for the nine months ended September 30, 2007
      was $5,745 of which depreciation expense for assets under capital leases was
      $3,262. With the transfer of the Designer Appliances business on June 29, 2007,
      we had only $910 in depreciation expense for ongoing operations for the year
      ended December 31, 2006. There were no capitalized leases at December 31,
      2006.




F-11


**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


**NOTE
      5.** ****  **INTANGIBLE
      ASSETS**





A) Acquired
      Intangible Assets




The
      cost
      of acquisition of the assets by ICC Italy included covenants-not-to-compete,
      consulting agreements, and prepaid commissions. These assets will be amortized
      over one to two years.







As of September 30, 2007Amortizable
                intangible assets
            
            Gross Carrying
              Amount
            
            Accumulated
              AmortizationCovenant-not-to-compete
            
            $
            179,827
            
            
            -Consulting
                agreement
            
            $
            179,827
            
            
            -Prepaid
                commissions
            
            $
            199,908
            
            
            -Total
            
            $
            559,562
            
            
            -




B) Aggregate
      Amortization Expense




No
      amortization expense associated with the intangible assets acquired by ICC
      Italy
      in September, 2007 was recognized in 2007.





Amortization
      expense included in discontinued operations for the nine months ended September
      30, 2007 and year ended December 31, 2007 was $8,283 and $28,707, respectively.




C)
      Estimated Amortization Expenses





For
                year ended 9/30/08
            
            $
            459,608For
                year ended 9/30/09
            
            $
            99,954For
                year ended 9/30/10
            
            
            -For
                year ended 9/30/11
            
            
            -For
                year ended 9/30/12
            
            
            -




**NOTE
      6.** **** **CONVERTIBLE
      NOTES PAYABLE**





On
      September 26, 2007, we renegotiated the promissory note we issued on May 11,
      2007 (the “May 11, 2007 Note”) to evidence the $60,000 which we borrowed from
      The Nutmeg/Mercury Fund LLLP (“Nutmeg”). The May 11, 2007 Note was in default as
      of June 11, 2007 and bears a default interest of 30% per annum compounded daily.
      The principal and interest on the May 11, 2007 Note were due at maturity and
      were convertible into common shares of our Company at the rate of the lower
      of
      $.002 per share or two other valuation formulas.




F-12


**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**
  The
        May
        11, 2007 Note was superseded by a new promissory note (the “September 26, 2007
        Note”) which bears a 12.5% interest rate with principal and accrued interest due
        at maturity on May 11, 2009. The principal and accrued interest may be converted
        at any time into the common stock of the Company at $.002 per
        share.





The
      common stock of our Company is very thinly traded and our preferred stock is
      not
      registered for trading. There are frequent trading days when the common stock
      is
      not traded. The stock trades at a very low price. By way of example, during
      the
      last week of the period ended September 30, 2007 the stock was traded on only
      one day of the week. The volume on that day was 24,019 shares and the closing
      price on that day was $0.015. Should Nutmeg elect to convert the September
      26,
      2007 Note to common stock and decide to sell shares, the market for the
      Company’s common stock would likely not be able to absorb the total volume of
      the shares so converted. Consequently, we have not treated the convertible
      option in the September 26, 2007 as a derivative within the meaning of SFAS
      No.
      133 “ *Accounting
      for Derivative Instruments and Hedging Activities* ”
as
      the
      shares so converted could not be readily converted to cash without substantial
      market disruption and a heavy discount in price which would render the converted
      stock virtually worthless.





SFAS
      No.
      133 allows the Company to reexamine a financial instrument with an embedded
      conversion option each quarter to ascertain its treatment as a financial
      derivative. As a result of a review at September 30, 2007, we have determined
      that derivative treatment of the September 26, 2007 Note is not appropriate
      and
      we have reversed the derivative treatment accorded the now superseded May 11,
      2007 Note for the three months ended June 30, 2007 which recognized an expense
      of $466,203 and have recognized an offsetting gain for the three months ended
      September 30, 2007.





**NOTE
      7.** **** **PREFERRED
      STOCK**





On
      June
      27, 2007, we issued 440,000 shares of common stock in conversion of the Series
      1
      preferred stock. In July 2001, we entered into a purchase agreement with two
      individuals who held the intellectual property rights, software and know-how
      to
      a computer mouse known as the "QUILL". Under the terms of the agreement, the
      Company acquired all of the sellers' rights, title and interest in the QUILL
      in
      exchange for 220,000 Series 1 convertible preferred shares. The agreement also
      called for the issuance of an additional 200,000 shares of Series 1 convertible
      preferred shares upon the Company receiving an approval for the United Kingdom
      patent rights to the QUILL, which were granted in January 2002. The conversion
      of the Series 1 preferred stock to common stock was based on a formula tied
      to
      the five year profitability of patents. There are no Series 1 preferred shares
      now outstanding.





On
      June
      29, 2007, we sold 7,500,000 shares of a newly designated Series B preferred
      stock and 35,000,000 shares of our common stock to The Black Diamond Fund,
      LLLP,
      a Minnesota Limited Liability Limited Partnership (“Black Diamond”), for
      $1,778,000. The purpose of the sale of stock was to raise capital with which
      we
      could pursue an acquisition strategy whereby we can seek to acquire businesses
      with a history of operating revenues in markets that provide room for growth.
      The allocated price for the preferred stock sold under the agreement is $540,400
      and the allocated price for the common stock is $1,237,600. Each share of Series
      B preferred stock had 60 votes in all matters requiring a vote of the
      stockholders.





The
      agreement under which the shares were sold to Black Diamond, required us to
      buy
      back shares of the Series B preferred stock at the option of the holder through
      a series of monthly cash payments starting at $50,000 per month in August,
      2008
      and rising to $200,000 per month in December, 2011 at a formula purchase price
      which is a multiple of the then per share price of our common stock. The total
      amount which Black Diamond could have potentially required us to pay had Black
      Diamond exercised this option completely, was $6,415,000 over that
      period.




F-13




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


On
      September 28, 2007, this stock purchase agreement was amended to reduce the
      potential impact of Black Diamond’s right to require our Company to begin
      purchasing the Series B preferred stock in August, 2008. In the amended purchase
      agreement Black Diamond agreed to exchange the 7,500,000 shares of Series B
      preferred stock for 7,500,000 shares of a new Series C preferred stock. The
      Series C preferred stock provides for a) a liquidation price for the preferred
      shares of $.60 per share, b) the option to convert the Series C shares to common
      shares at the rate of 10 shares of common stock for each share of Series C
      preferred stock; and c) mandatory redemption of any outstanding Series C
      preferred stock on October 1, 2012 at the liquidation price. In return, Black
      Diamond agreed to change the formula for the calculation of the cash to fund
      the
      Series C preferred stock buyback option. Under the new formula, the Company
      is
      obligated to offer to purchase Series C preferred shares at $1 per share from
      Black Diamond using 20% of the positive quarterly pretax net income as reported
      in our Form 10-KSB and 10-QSB filings starting with the calendar quarter ending
      September 30, 2008. Black Diamond must notify the Company during each quarter
      if
      it elects to exercise its option for that quarter only. Payments are due to
      Black Diamond within 10 days following the filing of the Company’s 10-QSB or
      10-KSB. Each share of Series C preferred stock had 60 votes in all matters
      requiring a vote of the stockholders.





The
      physical exchange of stock certificates took place following after September
      30,
      2007 and the certificate for the Series B preferred stock was subsequently
      cancelled. There are no shares of Series B preferred stock currently
      outstanding.





The
      issuance of the Series C preferred stock was accounted for in accordance with
      SFAS No. 150, “ *Accounting
      For Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity* ”.
      Accordingly, a liability in the amount of $540,400 less $9,726 in allocated
      financing costs was recorded to reflect the current amount of the total
      $4,500,000 eventually due to redeem the Series C preferred stock and the balance
      of $3,969,326 will be accreted commencing September 28, 2007 through September
      30, 2012 in accordance with EITF D-98 “ *Classification
      and Measurement of Redeemable Securities* ”.
      For
      the nine months ended September 30, 2007, $4,340 was accreted toward the
      mandatory redemption of the Series C preferred stock.





We
      have
      not treated the convertible option in the Series C as a derivative within the
      meaning of SFAS No. 133 “ *Accounting
      for Derivative Instruments and Hedging Activities* ”
as
      the
      common shares so converted could not be readily converted to cash without
      substantial market disruption and a heavy discount in price which would render
      the converted stock virtually worthless. See Note 6.





On
      December 3, 2007, 1,054,552 shares of the Series C preferred stock were sold
      to
      The Melanie S. Altholtz Irrevocable Trust which is an investor in Black Diamond.
      See Note 10.





On
      December 17, 2007, 1,054,552 shares of the Series C preferred stock were sold
      to
      Black Diamond. See Note 10.





**NOTE
      8.** **** **STOCKHOLDERS’
      EQUITY**





A)
      Super Voting Rights of Preferred Stock





On
      September 28, 2007, the Purchase Agreement was amended and Black Diamond agreed
      to exchange the Series B preferred stock for a new Series C preferred stock.
      (See Note 7). The holders of Series B and Series C preferred stock may each
      cast
      60 votes per share whereas a share of common stock has one vote per share on
      all
      matters requiring a vote of the shareholders. To illustrate the impact of this
      preference, at the annual stockholders meeting held on November 27, 2007, this
      preference allowed Black Diamond, as the holder of all outstanding shares of
      Series C preferred stock, to cast approximately 76% of the votes on all matters
      on which a shareholder vote was taken.




F-14




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


B)
      Warrants Outstanding





The
      following table summarizes the changes in our warrants outstanding and the
      related prices for the shares of our common stock. No warrants were granted,
      cancelled, or exercised in the nine months ended September 30, 2007.





Number
            
            Weighted
              Average
              Exercise
              Price Per
              ShareOutstanding
                December 31, 2005
            
            
            15,000,000
            
            
            0.07Granted
            
            
            8,000,000
            
            
            0.01Cancelled
            
            
            (8,000,000
            )
            
            0.09Exercised
            
            
            (7,500,000
            )
            
            0.01Outstanding
                December 31, 2006
            
            
            7,500,000
            
            
            0.05Granted
            
            
            -
            
            
            -Cancelled
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Exercisable
                September 30, 2007
            
            
            7,500,000
            
            
            0.05Weighted
                average remaining life
            
            
            2.3
                years




F-15


**ICC
      WORLDWIDE, INC. AND SUBSIDIARIES**


**NOTES
      TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
      2006**





C)
      Options Outstanding





The
      following table summarizes the changes in non statutory compensatory stock
      options issued to officers and consultants of our Company and the related prices
      for the shares of our common stock.





Number
            
            Weighted
              Average
              ExercisePrice
              PerShareOutstanding
                December 31, 2005
            
            
            -
            
            
            -Outstanding
                December 31, 2006
            
            
            -
            
            
            -Granted
            
            
            11,000,000
            
            $
            0.006Cancelled
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Exercisable
                September 30, 2007
            
            
            11,000,000
            
            $
            0.006Weighted
                average remaining life
            
            
            10.0
                years





In
      accordance with FAS 123R, compensation expense of $64,405 was recognized as
      a
      result of the issuance of compensatory stock options issued to officers and
      consultants. At September 6, 2007, the date of grant, the Company calculated
      the
      value of these options using the Black-Scholes model based on the following
      assumptions: a risk-free rate of 4.75%, volatility of 160%, an estimated life
      of
      10 years, immediately vesting, and a fair market value of $0.006 per share.




**NOTE
      9.** **** **DISCONTINUED
      OPERATIONS**




On
      June
      29, 2007 we transferred to Mr. Thomas Large (a former officer and director
      of
      our Company) 100% of the capital stock of Designer Appliances, Inc. and all
      other assets and liabilities of our Company relating to our Company’s computer
      mouse and software business, including intellectual property and physical
      materials, including hardware and software and all rights pertaining thereto,
      in
      consideration of the payment to our Company in perpetuity of a 1% royalty on
      sales by Designer Appliances, Inc., the return by Mr. Large to our Company
      of
      1,000,000 shares of our common stock, valued at $17,000, and the grant to our
      Company of a 5% interest in the disposal value of Designer Appliances,
      Inc.




The
      results of operations of our computer mouse and software business have been
      presented as discontinued operations in these financial statements. Revenue
      included in discontinued operations for the nine months ended September 30,
      2007
      and for the year ended December 31, 2006 was $144,849 and $364,029,
      respectively.




**NOTE
      10.** **** **SUBSEQUENT
      EVENTS**





On
      October 4, 2007 the Delaware Secretary of State accepted for filing the
      Certificate of Designation by which the Company designated the 7,500,000 shares
      of Series C preferred stock. The Company subsequently issued the 7,500,000
      shares of Series C preferred stock to Black Diamond in exchange for 7,500,000
      shares of Series B preferred stock. Black Diamond has returned and which have
      been cancelled.




F-16




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**




On
      November 20, 2007 our Company was not able to file the required Form 10-QSB
      by
      the established deadline due to accounting complications related to the startup
      of business operations in Italy. As a result, on the same date, the Company
      received notice from the Financial Industry Regulatory Authority (“FINRA”) that
      our Company would not be qualified to be listed on the OTCBB for a period of
      at
      least 12 months. The listing change was the result of the Company being late
      in
      filing its SEC reports three times in a 24 month period. In addition to the
      10-QSB which was due on November 20, 2007, the Company had also been late in
      the
      filing of its two previous annual Form 10-KSB reports for the periods ended
      December 31, 2006 and 2005, respectively. The Company’s common stock is
      currently quoted on the Pink Sheets. The Company expects to continue to file
      all
      required SEC reports and will seek to be relisted on the OTCBB at the end of
      the
      12 month period.





On
      November 27, 2007 the Company held an Annual Meeting of Stockholders at which
      the stockholders: (1) elected three directors to serve for one year or until
      their successors are elected and qualified, (2) approved amendments to the
      Company’s Certificate of Incorporation to (a) increase the number of common
      shares from 250 million to 450 million, (b) increase the number of preferred
      shares from 20 million to 30 million and (c) change in the name of the Company
      to ICC Worldwide, Inc., and (3) ratified Holtz, Rubenstein Reminick LLP as
      our
      Company’s auditors for the 2007 fiscal year. The amendments to the Company’s
      Certificate of Incorporation approved by the stockholders were filed with the
      Delaware Secretary of State on December 6, 2007.





On
      November 27, 2007 at a meeting of the Board of Directors following the
      stockholders meeting, the Board amended the By-laws of our Company to change
      the
      fiscal year end from December 31 st to
      September 30, 2007. The fiscal year end for 2007 will be September 30,
      2007.





On
      December 3, 2007, we sold 4,921,267 shares of our common stock for $174,016
      and
      1,054,552 shares of our Series C preferred shares for $75,984 directly
      to  The
      Melanie S. Altholtz Irrevocable Trust which is an investor in Black Diamond.
      The
      transaction mirrors the June 29, 2007 sale of stock to Black Diamond and
      includes the option for the buyer to require our Company to buy back the shares
      of the Series C Preferred stock at $1 per share starting in the third calendar
      quarter of 2008. The Company could be required to use 3% of the Company’s
      quarterly pre tax net income as reported in the Company’s SEC filings for that
      purchase.





On
      December 17, 2007, we sold an additional 4,921,267 shares of our common stock
      for $174,016 and an additional 1,054,552 shares of our Series C preferred shares
      for $75,984 to Black Diamond. The transaction mirrors the June 29, 2007 sale
      of
      stock to Black Diamond and includes the option for the buyer to require our
      Company to buy back the shares of the Series C Preferred stock at $1 per share
      starting in the third calendar quarter of 2008. Under the December 17, 2007
      stock purchase agreement, the Company could be required to use 23% of the
      Company’s quarterly pre tax net income as reported in the Company’s SEC filings
      for that purchase which is an increase from 20% of the Company’s quarterly pre
      tax net income as reported in the Company’s SEC filings in the June 29, 2007
      stock purchase agreement.





On
      December 17, 2007 the Secretary of the State of Delaware approved the Board
      of
      Directors increase in the number of preferred shares of our Company’s common
      stock designated as Series C from 7,500,000 to 10,000,000.





On
      January 17, 2008, Black Diamond paid the first of three tranches of $500,000
      of
      a total fully secured loan of $1,500,000 for use as working capital by the
      Company. The loan bears interest of 10% per annum. The loan requires monthly
      payments of interest only for the first 24 months then monthly payments of
      interest and principal based on a 20 year amortization for the next 36 months.
      Principal and interest are all due in payable on or before the 60 th month
      anniversary of the Note.




On
      January 17, 2008 the Company and Black Diamond amended the original stock
      purchase agreement for a fourth time to further reduce and extend the amount
      of
      positive net income before tax that our Company may be required to use to
      purchase the Series C preferred stock beginning in the third calendar quarter
      of
      2008. This reduction is based on a sliding scale which begins with 10% in 2008,
      and increases to 20%, 25%, and 30% in subsequent years. In return for this
      adjustment the Company gave Black Diamond 15,000,000 warrants to purchase the
      common stock at $.01 per share. The warrants have a life of 5 years.




F-17


**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**




**Recently
      Issued Accounting Pronouncements**





The
      Company has adopted all accounting pronouncements effective before September
      30,
      2007, which are applicable to the Company.





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





Required
      annual disclosures include a tabular reconciliation of unrecognized tax benefits
      at the beginning and end of the period; the amount of unrecognized tax benefits
      that, if recognized, would affect the effective tax rate; the amounts of
      interest and penalties recognized in the financial statements; any expected
      significant impacts from unrecognized tax benefits on the financial statements
      over the subsequent 12-month reporting period; and a description of the tax
      years remaining to be examined in major tax jurisdictions. FIN No.48 is
      effective for fiscal years beginning on or after December 15, 2006. The adoption
      of FIN No.48 has not had a material effect on the financial statements of our
      Company.





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




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




F-18




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


**NOTE
      11.** **** **LEASE
      COMMITMENTS**





The
      Company currently has one capital lease with a 36-month term and a $1.00 buyout
      option after the final payment under the lease.





Capital
      lease obligations consist of the following:





**September 30, 2007**Lease
                for accounting hardware and software system expiring 2010
            
            $
            203,724Less
                current portion
            
            
            (63,863
            )Total
            
            $
            139,861





Our
      three
      stores in Italy range in size from 461 square feet to 1,536 square feet with
      rents ranging from $2,025 to $2,100 per month which leases expire in 2010 to
      2013. All leases have a 6 year renewal option. Our 2,765 square foot
      headquarters in Mantova, Italy, is leased through 2013 for approximately $5,500
      per month.





Our
      U.S.
      facilities are currently provided at no charge by the President of the Company.





Future
      minimum lease payments are as follows for the calendar year:





**Capital**
            
            **Operating**
            
            **Total**2007
            
            $
            19,254
            
            $
            67,578
            
            $
            86,8322008
            
            
            77,017
            
            
            202,734
            
            
            279,7512009
            
            
            77,017
            
            
            202,734
            
            
            279,7512010
            
            
            54,574
            
            
            196,134
            
            
            250,7082011
            
            
            -
            
            
            166,434
            
            
            166,434Thereafter
            
            
            -
            
            
            222,390
            
            
            222,390Total
            
            $
            227,863
            
            $
            1,058,004
            
            $
            1,285,867Less
                amounts representing interest
            
            
            (24,139
            )Present
                value of minimum lease payments
            
            
            203,724Less
                current portion
            
            
            (63,863
            )Total,
                net of current portion
            
            $
            139,861





For
      the
      nine months ended September 30, 2007, depreciation for assets on capitalized
      leases was $5,290. There were no capital leases for the year ended December
      31,
      2006




F-19




**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**
  **NOTE
      12********INCOME
      TAXES**





The
      United States parent company, its United States subsidiary, its United Kingdom
      subsidiary, and its Italian Subsidiaries file separate income tax returns.
      There
      was no income tax expense for the nine months ended September 30, 2007 or for
      the year ended December 31, 2006.




The
      effective tax expense differs from the expected tax expense for the nine months
      ended September 30, 2007 and the year ended December 31, 2006 (computed by
      applying U.S. federal corporate tax rate of 34 percent to income before taxes),
      as follows:





Nine Months
              Ended
              September 30,
              2007
            
            Year Ended
              December 31,
              2006Computed
                expected tax expense (benefit)
            
            $
            (117,288
            )
            $
            (74,357
            )Change
                in valuation allowance
            
            
            117,288
            
            
            74,357Effective
                tax expense
            
            $
            -
            
            $
            -




The
      tax
      effects of temporary differences that give rise to significant portions of
      deferred tax assets for the United States at September 30, 2007 and the year
      ended December 31, 2006 are as follows:





Nine
              Months
              Ended
              September 30,
              2007
            
            Year Ended
              December 31,
              2006Deferred
                tax assets:Net
                operating loss carry forwards
            
            $
            1.308,946
            
            $
            1,189,048Less
                valuation allowances
            
            
            (1,308,946
            )
            
            (1,189,048
            )Net
                deferred tax assets
            
            $
            -
            
            $
            -





As
      of
      September 30, 2007, the United States parent company had net operating loss
      carry forwards of approximately $3,850,000 for US income tax purposes, available
      to offset future taxable income expiring on various dates through 2027. The
      valuation allowance as of September 30, 2007 was $1,308,046. The net change
      in
      the valuation allowance during the nine months ended September 30, 2007 was
      an
      increase of $119,898.





**NOTE
      13.** **** **COMMITMENTS
      AND CONTINGENCIES**





**Litigation**





We
      are
      not aware of any pending or threatened legal proceedings involving our Company
      or our assets.




F-20


**ICC
        WORLDWIDE, INC. AND SUBSIDIARIES**
 **NOTES
        TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **NINE
        MONTHS ENDED SEPTEMBER 30, 2007 AND YEAR ENDED DECEMBER 31,
        2006**


**Related
      Party Transactions**





Adam
      Altholtz, the trustee of The Melanie S. Altholtz Irrevocable Trust, is the
      son
      of Dr. Harvey Altholtz, a member of the Board of Directors. The Melanie S.
      Altholtz Irrevocable Trust is a limited partner and investor in Black
      Diamond.





**Employment
      Agreements**





There
      are
      no employment agreements between the Company and any officer, director, or
      employee of the Company or any of its subsidiaries.





**Preferred
      Stock Optional Re-Purchase Requirement**





As
      part
      of the exchange of the 7,500,000 shares of Series B preferred stock for
      7,500,000 shares of Series C preferred stock (see Note 7) , Black Diamond agreed
      to change the formula for the calculation of the cash to fund the Series C
      preferred stock buyback option. Under the new formula, the Company is obligated
      to offer to purchase Series C preferred shares at $1 per share from Black
      Diamond using 20% of the positive quarterly pretax net income as reported in
      our
      Form 10-KSB and 10-QSB filings starting with the calendar quarter ending
      September 30, 2008. Black Diamond must notify the Company during each quarter
      if
      it elects to exercise its option for that quarter only. Payments are due to
      Black Diamond within 10 days following the filing of the Company’s 10-QSB or
      10-KSB.




F-21