**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended June 30, 2006





Or





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ____________ to ________________





Commission
      file number 333-123092





**INTERNATIONAL
                  CELLULAR ACCESSORIES**(Exact
                name of small business issuer as specified in its
                charter)**Nevada**
            
            **20-1719023**(State
                or other jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)**10
                Warren Avenue, Spring Lake, New Jersey 07762**(Address
                of principal executive offices)**(703)
                622-6210**(Registrant’s
                telephone number, including area code)(Former
                address if changed since last
                report)





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2). Yes xNo
o





As
      of
      August 8, 2006, there were 3,150,000 shares of the issuer’s common stock, par
      value $0.001, issued and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes o No
x









**INTERNATIONAL
      CELLULAR ACCESSORIES**


**JUNE
      30, 2006 QUARTERLY REPORT ON FORM 10-QSB**


**TABLE
      OF CONTENTS**








**PAGE**Special
                Note Regarding Forward Looking Information
            3PART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            4Item
                2.
            Plan
                of Operation
            13Item
                3.
            Controls
                and Procedures
            13PART
                II - OTHER INFORMATIONItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            14Item
                5.
            Other
                Information
            14Item
                6.
            Exhibits
            14








2


**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





To
      the
      extent that the information presented in this Quarterly Report on Form 10-QSB
      for the quarter ended June 30, 2006 discusses financial projections, information
      or expectations about our products or markets, or otherwise makes statements
      about future events, such statements are forward-looking. We are making these
      forward-looking statements in reliance on the safe harbor provisions of the
      Private Securities Litigation Reform Act of 1995. Although we believe that
      the
      expectations reflected in these forward-looking statements are based on
      reasonable assumptions, there are a number of risks and uncertainties that
      could
      cause actual results to differ materially from such forward-looking statements.
      These risks and uncertainties are described, among other places in this
      Quarterly Report, in “Plan of Operation”.




In
      addition, we disclaim any obligations to update any forward-looking statements
      to reflect events or circumstances after the date of this Quarterly Report.
      When
      considering such forward-looking statements, you should keep in mind the risks
      referenced above and the other cautionary statements in this Quarterly
      Report.




3


**PART
      1 - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**







**PAGE**Balance
                Sheets as at June 30, 2006 (Unaudited) and
              December
                31, 2005 (Audited)
            
            5Statements
                of Operations for the three and six months
              ended
                June 30, 2006 and 2005 (Unaudited) and for
              the
                period from October 6, 2004 (date of inception) to
              June
                30, 2006 (Unaudited)
            
            6Statements
                of Cash Flows for the six months
              ended
                June 30, 2006 and 2005 (Unaudited) and for
              the
                period from October 6, 2004 (date of inception) to
              June
                30, 2006 (Unaudited)
            
            7Notes
                to Financial Statements (Unaudited)
            
            8








4


INTERNATIONAL
        CELLULAR ACCESSSORIES
 (A
        DEVELOPMENT STAGE COMPANY)
 BALANCE
        SHEETS
  (Unaudited)
              
              (Audited)As
                  of
              
              As
                  ofJune
                  30, 2006
              
              December
                  31, 2005ASSETSCurrent
                  assetsCash
              
              $
              62,055
              
              $
              47,652Prepaid
                  expenses
              
              
              29,184
              
              
              -Total
                  current assets
              
              
              91,239
              
              
              47,652Total
                  assets
              
              $
              91,239
              
              $
              47,652LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  liabilitiesSales
                  tax payable
              
              $
              --
              
              $
              222Accounts
                  payable
              
              
              2,000Accrued
                  interest payable
              
              
              451Total
                  current liabilities
              
              
              2,451
              
              
              222Long
                  Term LiabilitiesConvertible
                Debt - related party
              
              
              3,859
              
              
              -Convertible
                Debt
              
              
              61,141
              
              
              -Total
                  long term liabilities
              
              
              65,000Total
                  liabilities
              
              
              67,451
              
              
              222Stockholders'
                  equityCommon
                  stock; $.001 par value; 75,000,000 sharesauthorized,
                  3,150,000 shares issued and outstanding
              
              
              3,150
              
              
              2,000Additional
                  paid-in capital
              
              
              74,850
              
              
              53,000Accumulated
                  deficit
              
              
              (59,486
              )
              
              (10,877
              )Accumulated
                  other comprehensive income
              
              
              5,274
              
              
              3,308Total
                  stockholders' equity
              
              
              23,788
              
              
              47,431Total
                  liabilities and stockholders' equity
              
              $
              91,239
              
              $
              47,652




See
      Accompanying Notes to Financial Statements




5


INTERNATIONAL
      CELLULAR ACCESSSORIES


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF OPERATIONS




(Unaudited)Period
                  from(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              October
                  6, 2004April
                  1, 2006
              
              April
                  1, 2005
              
              January
                  1, 2006
              
              January
                  1, 2005
              
              (Date
                  of inception)through
              
              through
              
              through
              
              through
              
              throughJune
                  30, 2006
              
              June
                  30, 2005
              
              June
                  30, 2006
              
              June
                  30, 2005
              
              June
                  30, 2006Revenue
              
              $
              --
              
              
              
              
              $
              --
              
              
              
              
              $
              7,684Cost
                  of goods sold
              
              
              -
              
              
              
              
              
              -
              
              
              
              
              
              3,812Gross
                  profit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,872Operating
                  expensesProfessional
                  fees
              
              
              19,087
              
              
              1,033
              
              
              23,982
              
              
              1,033
              
              
              29,993Stock
                  based services
              
              
              23,000
              
              
              -
              
              
              23,000
              
              
              -
              
              
              23,000General
                  and administrative
              
              
              787
              
              
              1,682
              
              
              1,517
              
              
              6,141
              
              
              10,255Total
                  operating expenses
              
              
              42,874
              
              
              2,715
              
              
              48,499
              
              
              7,174
              
              
              63,248Loss
                  from operations
              
              
              (42,874
              )
              
              (2,715
              )
              
              (48,499
              )
              
              (7,174
              )
              
              (59,376
              )Other
                  income (expenses):Other
                  expense
              
              
              -
              
              
              
              
              
              -
              
              
              
              
              
              -Interest
                  expense
              
              
              (451
              )
              
              -
              
              
              (451
              )
              
              -
              
              
              (451
              )Interest
                  income
              
              
              341
              
              
              
              
              
              341
              
              
              
              
              
              341Total
                  other income (expenses)
              
              
              (110
              )
              
              --
              
              
              (110
              )
              
              --
              
              
              (110
              )Loss
                  before provision for income taxes
              
              
              (42,984
              )
              
              (2,715
              )
              
              (48,609
              )
              
              (7,174
              )
              
              (59,486
              )Provision
                  for income taxes
              
              
              --
              
              
              
              
              
              --
              
              
              --
              
              
              --Net
                  loss
              
              $
              (42,984
              )
              $
              (2,715
              )
              $
              (48,609
              )
              $
              (7,174
              )
              $
              (59,486
              )Other
                  comprehensive income, net of tax:Foreign
                  currency translation adjustment
              
              
              2,076
              
              
              479
              
              
              1,966
              
              
              459
              
              
              5,274Other
                  comprehensive income
              
              $
              2,076
              
              $
              479
              
              $
              1,966
              
              $
              459
              
              $
              5,274Comprehensive
                  income
              
              $
              (40,908
              )
              $
              (2,236
              )
              $
              (46,643
              )
              $
              (6,715
              )
              $
              (54,212
              )Basic 
                  loss per common share
              
              $
              (0.01
              )
              $
              (0.00
              )
              $
              (0.02
              )
              $
              (0.01
              )
              
              (0.01
              )Diluted
                  loss per common share
              
              $
              (0.01
              )
              $
              (0.00
              )
              $
              (0.02
              )
              $
              (0.01
              )
              $
              (0.01
              )Basic
                  weighted averagecommon
                  shares outstanding
              
              
              3,150,000
              
              
              1,500,000
              
              
              2,575,000
              
              
              1,000,000
              
              
              1,630,556Diluted weighted
                averagecommon
                  shares outstanding
              
              
              3,215,000
              
              
              1,500,000
              
              
              2,640,000
              
              
              1,000,000
              
              
              1,639,812






See
      Accompanying Notes to Financial Statements




6


INTERNATIONAL
        CELLULAR ACCESSSORIES
 (A
        DEVELOPMENT STAGE COMPANY)
 STATEMENT
        OF CASH FLOWS


(Unaudited)Period
                  from(Unaudited)
              
              (Unaudited)
              
              October
                  6, 2004January
                  1, 2006
              
              January
                  1, 2005
              
              (Date
                  of inception)through
              
              through
              
              throughJune
                  30, 2006
              
              June
                  30, 2005
              
              June
                  30, 2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (48,609
              )
              $
              (7,174
              )
              $
              (59,486
              )Adjustments
                  to reconcile net loss tonet
                  cash used by operating activities:Other
                  comprehensive income
              
              
              1,967
              
              
              459
              
              
              5,274Stock
                  based services
              
              
              23,000
              
              
              -
              
              
              23,000Changes
                  in operating assets and liabilities:Changes
                  in operating assets and liabilities
              
              
              
              
              
              -Increase
                  in prepaid expenses
              
              
              (29,184
              )
              
              -
              
              
              (29,184
              )Increase
                  in accounts payable and accrued liabilities
              
              
              2,229
              
              
              -
              
              
              2,451Net
                  cash used by operating activities
              
              
              (50,597
              )
              
              (6,715
              )
              
              (57,945
              )Cash
                  flows from investing activities:Purchase
                  of property and equipment
              
              
              -
              
              
              -
              
              
              -Net
                  cash used by investing activities
              
              
              -
              
              
              -
              
              
              -Cash
                  flows from financing activities:Proceeds
                  from issuance of common stock
              
              
              -
              
              
              -
              
              
              55,000Proceeds
                  from issuance of convertible debt
              
              
              65,000
              
              
              
              
              
              65,000Net
                  cash provided by financing activities
              
              
              65,000
              
              
              -
              
              
              120,000Net
                  increase (decrease) in cash
              
              
              14,403
              
              
              (6,715
              )
              
              62,055Cash,
                  beginning of period
              
              
              47,652
              
              
              4,643
              
              
              --Cash,
                  end of period
              
              $
              62,055
              
              $
              (2,072
              )
              $
              62,055-Supplementary
                  cash flow information:Cash
                  payments for income taxes
              
              $
              --
              
              $
              --
              
              $
              --Cash
                  payments for interest
              
              $
              --
              
              $
              --
              
              $
              --





See
      Accompanying Notes to Financial Statements


7


INTERNATIONAL
      CELLULAR ACCESSSORIES


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS





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





Description
      of business and history -
      International Cellular Accessories, Nevada corporation, (hereinafter referred
      to
      as the “Company” or “International Cellular”) was incorporated in the State of
      Nevada on October 6, 2004 with plans to be in the business of importing of
      new
      cellular accessories for resale to both wholesalers and retailers across Canada
      firstly and, later on, to the rest of North America. In
      April
      2006, the Company decided to discontinue operations in this area. We are
      presently inactive, but are looking at ventures of merit for corporate
      participation as means of enhancing shareholder value. The
      Company operations has been limited to general administrative operations and
      is
      considered a development stage company in accordance with Statement of Financial
      Accounting Standards No. 7.





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





Effective
      April 1, 2006 Rachel Wosk and Leah Wosk resigned their positions as officers
      and
      directors and appointed Clifford W. Chapman to serve as our sole officer and
      director immediately following the effectiveness of such
      resignations.








Going
      concern - The
      Company incurred net losses of approximately $59,486 and accumulated other
      comprehensive income gains of $5,274 from the period of October 6, 2004 (Date
      of
      Inception) through June 30, 2006; however, it is still in the development
      stages, raising substantial doubt about the Company’s ability to continue as a
      going concern. The Company may seek additional sources of capital through the
      issuance of debt or equity financing, but there can be no assurance the Company
      will be successful in accomplishing its objectives.





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





Year
      end - The
      Company’s year end is December 31.





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





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





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





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


8


INTERNATIONAL
      CELLULAR ACCESSSORIES


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS





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





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





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





Net
      loss per common share - The
      Company computes net loss per share in accordance with SFAS No. 128, Earnings
      per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under
      the provisions of SFAS 128 and SAB 98, basic net loss per share is computed
      by
      dividing the net loss available to common stockholders for the period by the
      weighted average number of shares of common stock outstanding during the period.
      The calculation of diluted net loss per share gives effect to common stock
      equivalents; however, potential common shares are excluded if their effect
      is
      antidilutive. For the period from October 6, 2004 (Date of Inception) through
      June 30, 2006, no options and warrants were excluded from the computation of
      diluted earnings per share because their effect would be
      antidilutive.





Comprehensive
      income (loss) -One of
      the Company’s bank accounts was located in Canada, with funds in Canadian
      dollars. Foreign currency translation gains were $1,966 for the period ended
      June 30, 2006. See Note 7 regarding comprehensive income.





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





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





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




9


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






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




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





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





Advertising
      costs - The
      Company recognizes advertising expenses in accordance with Statement of Position
      93-7 “Reporting on Advertising Costs.” Accordingly, the Company expenses the
      costs of producing advertisements at the time production occurs, and expenses
      the costs of communicating advertisements in the period in which the advertising
      space or airtime is used. The Company has recorded no significant advertising
      costs for the period from January 1, 2005 through June 30, 2006.





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





New
      accounting pronouncements -





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




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






10


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




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






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








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





In
      February 2006, the FASB issued Statement of Financial Accounting Standards
      No. 155, *Accounting
      for Certain Hybrid Financial Instruments* (“SFAS
      No. 155”), which amends Statement of Financial Accounting Standards
      No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* (“SFAS
      No. 133”) and Statement of Financial Accounting Standards No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* (“SFAS
      No. 140”). SFAS No. 155 permits fair value measurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation, establishes a requirement to evaluate interests in
      securitized financial assets to identify interests that are freestanding
      derivatives or hybrid financial instruments containing embedded derivatives. **We
      expect** the
      adoption of SFAS 155 to have a material impact on its consolidated
      financial position, results of operations or cash flows.





In
      March
      2006, the FASB issued Statement of Financial Accounting Standards No. 156, *Accounting
      for Servicing of Financial Assets* (“SFAS
      No. 156”), which amends FASB Statement No. 140 (“SFAS No. 140”). SFAS 156 may be
      adopted as early as January 1, 2006, for calendar year-end entities, provided
      that no interim financial statements have been issued. Those not choosing to
      early adopt are required to apply the provisions as of the beginning of the
      first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007,
      for calendar year-end entities).  The intention of the new statement is to
      simplify accounting for separately recognized servicing assets and liabilities,
      such as those common with mortgage securitization activities, as well as to
      simplify efforts to obtain hedge-like accounting.  Specifically, the FASB
      said FAS No. 156 permits a servicer using derivative financial instruments
      to
      report both the derivative financial instrument and related servicing asset
      or
      liability by using a consistent measurement attribute, or fair value. **We
      do not expect** the
      adoption of SFAS 155 to have a material impact on its consolidated
      financial position, results of operations or cash flows.








2. PROPERTY
      AND EQUIPMENT





As
      of
      June 30, 2006, the Company does not own any property and/or
      equipment.





11


INTERNATIONAL
      CELLULAR ACCESSSORIES


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS








3. STOCKHOLDER’S
      EQUITY





The
      Company has 75,000,000 shares authorized and 3,150,000 issued and outstanding
      as
      of June 30, 2006. The issued and outstanding shares were issued as
      follows:





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





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





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





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








4. CONVERTIBLE
      NOTE PAYABLE





T he
      Company entered into a Securities Purchase Agreement with four investors and
      an
      officer of the company on May 10, 2006 for the issuance of an aggregate of
      $65,000 of convertible notes. The convertible notes accrue interest at 5% per
      annum, payable at the maturity date of May 9, 2009. The note holder has the
      option to convert any unpaid note principal to the Company’s common stock at a
      rate of $1.00 per share starting May 10, 2006. One of the
      Notes, in the principal amount of $3,859 was issued to Clifford Chapman, our
      sole officer and director.





5. STOCK
      OPTIONS





As
      of
      June 30, 2006, the Company does not have any stock options outstanding, nor
      does
      it have any written or verbal agreements for the issuance or distribution of
      stock options at any point in the future.








6. COMPREHENSIVE
      INCOME





One
      of
      the Company’s bank accounts was located in Canada, with funds in Canadian
      dollars, while the financial statements are prepared in US Dollars. Foreign
      currency translation losses were $1,996 for the period ended June 30, 2006.
      The
      Company opened new bank accounts in the US. The before-tax amount and after-tax
      amount are the same for the Company. The Company closed the Canadian account
      as
      of June 30, 2006. The exchange rate for the period was $0.896.








7. LITIGATION





As
      of
      June 30, 2006, the Company is not aware of any current or pending litigation
      which may affect the Company’s operations.








12




**ITEM
      2.**  **PLAN
      OF OPERATION**





We
      were
      formed to import and distribute a range of cellular accessories to wholesalers
      and retailers throughout Canada and the United States. We conducted minimal
      operations in this line of business and in April 2006 decided to discontinue
      operations in this area. We are presently inactive, but we are looking at
      ventures of merit for corporate participation as means of enhancing shareholder
      value. This may involve sales of our equity or debt securities in merger or
      acquisition transactions.





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





**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**





*(a)*  *Evaluation
      of Disclosure Controls and Procedures.* Under
      the supervision and with the participation of our senior management, consisting
      of Clifford Chapman, our chief executive officer and chief financial officer,
      we
      conducted an evaluation of the effectiveness of the design and operation of
      our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as amended, as of the end of the
      period covered by this report (the “Evaluation Date”). Based on this evaluation,
      our chief executive officer and chief financial officer concluded, as of the
      Evaluation Date, that our disclosure controls and procedures were ineffective
      to
      insure that the information relating to us, required to be disclosed in our
      Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms, and (ii) is accumulated and communicated to our management, including
      our
      chief executive officer and chief financial officer, as appropriate to allow
      timely decisions regarding required disclosure. The lack of effectiveness
      related to the preparation of our financial statements and was due to the
      limited internal human resources available to us. Our disclosure controls and
      procedures have been subsequently modified by our engagement of outside
      accountants to assist us with this process. Based upon such modification, we
      now
      believe our disclosure controls and procedures to be effective.





(b)  *Changes
      in Internal Control over Financial Reporting* .
      There
      were no changes in our internal control over financial reporting that occurred
      during the period covered by this report that have materially affected or are
      reasonably likely to materially affect our internal control over financial
      reporting notwithstanding our April 2006 discontinuance of cellular accessories
      operations, changes in management and related shifts in persons controlling
      our
      financial records and preparing our internal financial statements.





13





**PART
      II**





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





On
      April
      5, 2006, we issued 1,150,000 shares of our common stock (the “Shares”) to
      Clifford W. Chapman in consideration for his serving as an officer and director.
      The Shares were issued in reliance on Section 4(2) of the Securities Act of
      1933, as amended.





In
      consideration of May 10, 2006 loans from five persons in the aggregate amount
      of
      $65,000, we issued five promissory notes (the “Notes”), each dated May 10, 2006,
      to five persons. Each of the Notes has a 3 year term, pays interest at the
      rate
      of 5% per annum, compounded annually, and is convertible into shares of our
      common stock at a conversion price of $1.00 per share, at the option of the
      holder, at any time after May 10, 2007. One of the Notes, in the principal
      amount of $3,859 was issued to Clifford Chapman, our sole officer and
      director.








**ITEM
      5.**  **OTHER
      INFORMATION**





Effective
      May 1, 2006 we entered into a six month Consulting Agreement with Rachel Wosk,
      a
      former executive officer and director of ours. Pursuant to the Consulting
      Agreement Ms. Wosk is assisting and advising us with our SEC filings as such
      pertains to matters that took place prior to April 1, 2006 and assisted us
      with
      the dissolution of our Canadian subsidiary, International Cellular Accessories,
      Inc. which was effected on June 12, 2006. We agreed to pay Ms. Wosk compensation
      under the Consulting Agreement in the amount of CDN$48,703 which amount was
      paid
      in May 2006.








**ITEM
      6.**  **EXHIBITS**




(a)
            Exhibits.  10.1
            
            Consulting
                Agreement between Registrant and Rachel Wosk dated as of May 1,
                2006  31.1/31.2
            
            Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal
              Executive and Financial
              Officer  32.1/32.2
            
            Rule 1350 Certification of Chief Executive and Financial
              Officer








14








**SIGNATURES**





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





INTERNATIONAL
              CELLULAR ACCESSORIESDated:
              August 17, 2006
            By:
            /s/ Clifford
              ChapmanClifford
              ChapmanPresident,
              Chief
              Executive and Accounting Officer







15