UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

or

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

For the transition period from ____________ to ________________



INTERNATIONAL CELLULAR ACCESSORIES

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



|                                                               |                        |                                  
|-------------------------------------------------------------- | ---------------------- | ---------------------------------
|Nevada                                                         | 333-123092             | 20-1719023                       
|(State or other jurisdiction
of incorporation or organization) | Commission
file number | (IRS Employer
Identification No.)



10 Warren Avenue, Spring Lake, New Jersey     07762

(Address of principal executive offices)     (Zip Code)

(703) 622-6210

(Registrants telephone number, including area code)



(Former address if changed since last report)



Indicate by check mark whether the registrant (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 (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 þ  No  ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ̈  No  ̈

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

|                        |   |  |                           |  
|----------------------- | - |  | ------------------------- | -
|Large accelerated filer |  ̈ |  | Accelerated filer         |  ̈
|Non-accelerated filer   |  ̈ |  | Smaller reporting company | þ



As of November 13, 2009, there were 3,150,000 shares of the issuers common stock, par value $0.001, issued and outstanding.











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INTERNATIONAL CELLULAR ACCESSORIES

SEPTEMBER 30, 2009 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS



|         |                                                                                                                                                                                            |     
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|         |                                                                                                                                                                                            | PAGE
|         | Special Note Regarding Forward Looking Information                                                                                                                                         | ii  
|         | PART I - FINANCIAL INFORMATION                                                                                                                                                             |     
|Item 1.  | Financial Statements                                                                                                                                                                       | 1   
|         | Balance Sheets as at September 30, 2009 (Unaudited) and
December 31, 2008 (Audited)                                                                                                        | 1   
|         | Statements of Operations for the three and nine months
ended September 30, 2009 and 2008 (Unaudited) and for
the period from inception (October 6, 2004) to
September 30, 2009 (Unaudited) | 2   
|         | Statements of Cash Flows for the nine months
ended September 30, 2009 and 2008 (Unaudited) and for
the period from inception (October 6, 2004) to
September 30, 2009 (Unaudited)           | 3   
|         | Notes to Financial Statements (Unaudited)                                                                                                                                                  | 4   
|Item 2.  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                      | 8   
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                 | 8   
|Item 4.  | Controls and Procedures                                                                                                                                                                    | 8   
|         | PART II - OTHER INFORMATION                                                                                                                                                                |     
|Item 1.  | Legal Proceedings                                                                                                                                                                          | 9   
|Item 1A. | Risk Factors                                                                                                                                                                               | 9   
|Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                | 9   
|Item 3.  | Defaults Upon Senior Securities                                                                                                                                                            | 9   
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                                                                                                        | 9   
|Item 5.  | Other Information                                                                                                                                                                          | 9   
|Item 6.  | Exhibits                                                                                                                                                                                   | 10  







i



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

To the extent that the information presented in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 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 Managements Discussion and Analysis of Financial Condition and Results of Operations.

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.





ii



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PART 1  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS





|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | --------------------------------- | - | -------- | -
|                                                                                                                                                                  |  | As of
September 30, 2009
(Unaudited) |          |   | As of
December 31, 2008
(Audited) |  
|ASSETS                                                                                                                                                            |  |                                      |          |   |                                   |   |          |  
|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|Current assets                                                                                                                                                    |  |                                      |          |   |                                   |   |          |  
|Cash                                                                                                                                                              |  | $                                    | 1,400    |   |                                   | $ | 5,620    |  
|Total current assets                                                                                                                                              |  |                                      | 1,400    |   |                                   |   | 5,620    |  
|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|Total assets                                                                                                                                                      |  | $                                    | 1,400    |   |                                   | $ | 5,620    |  
|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                             |  |                                      |          |   |                                   |   |          |  
|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|Current liabilities                                                                                                                                               |  |                                      |          |   |                                   |   |          |  
|Accounts payable                                                                                                                                                  |  | $                                    |         |   |                                   | $ | 9,025    |  
|Accrued interest payable                                                                                                                                          |  |                                      | 15,995   |   |                                   |   | 9,070    |  
|Convertible debts, current portion                                                                                                                                |  |                                      | 100,000  |   |                                   |   | 65,000   |  
|Total current liabilities                                                                                                                                         |  |                                      | 115,995  |   |                                   |   | 83,095   |  
|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|Long term liabilities                                                                                                                                             |  |                                      |          |   |                                   |   |          |  
|Accrued interest payable, net of current portion                                                                                                                  |  |                                      | 1,982    |   |                                   |   | 3,088    |  
|Convertible debts, net of current portion                                                                                                                         |  |                                      | 66,000   |   |                                   |   | 51,250   |  
|Total long term liabilities                                                                                                                                       |  |                                      | 67,982   |   |                                   |   | 54,338   |  
|Total liabilities                                                                                                                                                 |  |                                      | 183,977  |   |                                   |   | 137,433  |  
|                                                                                                                                                                  |  |                                      |          |   |                                   |   |          |  
|Stockholders' deficit                                                                                                                                             |  |                                      |          |   |                                   |   |          |  
|Common stock; $.001 par value; 75,000,000 shares
authorized, 3,150,000 shares issued and outstanding as of
September 30, 2009 and December 31, 2008, respectively |  |                                      | 3,150    |   |                                   |   | 3,150    |  
|Additional paid-in capital                                                                                                                                        |  |                                      | 74,850   |   |                                   |   | 74,850   |  
|Deficit accumulated during the development stage                                                                                                                  |  |                                      | (260,577 | ) |                                   |   | (209,813 | )
|Total stockholders' deficit                                                                                                                                       |  |                                      | (182,577 | ) |                                   |   | (131,813 | )
|Total liabilities and stockholders' deficit                                                                                                                       |  | $                                    | 1,400    |   |                                   | $ | 5,620    |  









See Accompanying Notes to Financial Statements



1



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INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS



|                                                 |  |                                                     |           |   |                                                     |   |           |                                                        |  |   |                                                        |   |  |                                                                         |           |   |  |   |          |  
|------------------------------------------------ |  | --------------------------------------------------- | --------- | - | --------------------------------------------------- | - | --------- | ------------------------------------------------------ |  | - | ------------------------------------------------------ | - |  | ----------------------------------------------------------------------- | --------- | - |  | - | -------- | -
|                                                 |  | July 1, 2009
through
September 30, 2009
(Unaudited) |           |   | July 1, 2008
through
September 30, 2008
(Unaudited) |   |           | January 1, 2009
through
September 30, 2009
(Unaudited) |  |   | January 1, 2008
through
September 30, 2008
(Unaudited) |   |  | From inception
(October 6, 2004)
through
September 30, 2009
(Unaudited) |          
|Revenue                                          |  | $                                                   |          |   |                                                     | $ |          |                                                        |  | $ |                                                       |   |  | $                                                                       |          |   |  | $ | 7,684    |  
|Cost of goods sold                               |  |                                                     |          |   |                                                     |   |          |                                                        |  |   |                                                       |   |  |                                                                         |          |   |  |   | 3,812    |  
|Gross profit                                     |  |                                                     |          |   |                                                     |   |          |                                                        |  |   |                                                       |   |  |                                                                         |          |   |  |   | 3,872    |  
|                                                 |  |                                                     |           |   |                                                     |   |           |                                                        |  |   |                                                        |   |  |                                                                         |           |   |  |   |          |  
|Operating expenses                               |  |                                                     |           |   |                                                     |   |           |                                                        |  |   |                                                        |   |  |                                                                         |           |   |  |   |          |  
|Professional fees                                |  |                                                     | 11,794    |   |                                                     |   | 8,470     |                                                        |  |   | 43,972                                                 |   |  |                                                                         | 22,941    |   |  |   | 212,365  |  
|General and administrative                       |  |                                                     | 96        |   |                                                     |   | 766       |                                                        |  |   | 973                                                    |   |  |                                                                         | 2,644     |   |  |   | 40,712   |  
|Total operating expenses                         |  |                                                     | 11,890    |   |                                                     |   | 9,236     |                                                        |  |   | 44,945                                                 |   |  |                                                                         | 25,585    |   |  |   | 253,077  |  
|Loss from operations                             |  |                                                     | (11,890   | ) |                                                     |   | (9,236    | )                                                      |  |   | (44,945                                                | ) |  |                                                                         | (25,585   | ) |  |   | (249,205 | )
|                                                 |  |                                                     |           |   |                                                     |   |           |                                                        |  |   |                                                        |   |  |                                                                         |           |   |  |   |          |  
|Other income (expense):                          |  |                                                     |           |   |                                                     |   |           |                                                        |  |   |                                                        |   |  |                                                                         |           |   |  |   |          |  
|Other income                                     |  |                                                     |          |   |                                                     |   | 5,274     |                                                        |  |   |                                                       |   |  |                                                                         | 5,274     |   |  |   | 5,273    |  
|Interest expense                                 |  |                                                     | (1,854    | ) |                                                     |   | (1,441    | )                                                      |  |   | (5,820                                                 | ) |  |                                                                         | (4,134    | ) |  |   | (17,977  | )
|Interest income                                  |  |                                                     |          |   |                                                     |   | 1         |                                                        |  |   |                                                       |   |  |                                                                         | 63        |   |  |   | 1,332    |  
|Total other (expense)                            |  |                                                     | (1,854    | ) |                                                     |   | 3,834     |                                                        |  |   | (5,820                                                 | ) |  |                                                                         | 1,203     |   |  |   | (11,372  | )
|Net loss                                         |  | $                                                   | (13,744   | ) |                                                     | $ | (5,402    | )                                                      |  | $ | (50,765                                                | ) |  | $                                                                       | (24,382   | ) |  | $ | (260,577 | )
|Basic loss per common share                      |  | $                                                   | (0.00     | ) |                                                     | $ | (0.00     | )                                                      |  | $ | (0.02                                                  | ) |  | $                                                                       | (0.01     | ) |  |   |          |  
|                                                 |  |                                                     |           |   |                                                     |   |           |                                                        |  |   |                                                        |   |  |                                                                         |           |   |  |   |          |  
|Basic weighted average
common shares outstanding |  |                                                     | 3,150,000 |   |                                                     |   | 3,150,000 |                                                        |  |   | 3,150,000                                              |   |  |                                                                         | 3,150,000 |   |  |   |          |  







See Accompanying Notes to Financial Statements



2



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INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS



|                                                                            |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|--------------------------------------------------------------------------- |  | ------------------------------------------------------ | ------- | - | ------------------------------------------------------ | - | ------- | ----------------------------------------------------------------------- |  | - | -------- | -
|                                                                            |  | January 1, 2009
through
September 30, 2009
(Unaudited) |         |   | January 1, 2008
through
September 30, 2008
(Unaudited) |   |         | From Inception
(October 6, 2004)
through
September 30, 2009
(Unaudited) | 
|Cash flows from operating activities:                                       |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Net loss                                                                    |  | $                                                      | (50,765 | ) |                                                        | $ | (24,382 | )                                                                       |  | $ | (260,577 | )
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Stock based services                                                        |  |                                                        |        |   |                                                        |   |        |                                                                         |  |   | 23,000   |  
|Changes in operating assets and liabilities:                                |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Increase in accrued interest payable                                        |  |                                                        | 5,820   |   |                                                        |   | 4,134   |                                                                         |  |   | 17,977   |  
|Decrease in accounts payable                                                |  |                                                        | (9,025  | ) |                                                        |   |        |                                                                         |  |   |         |  
|Net cash used by operating activities                                       |  |                                                        | (53,970 | ) |                                                        |   | (20,248 | )                                                                       |  |   | (219,600 | )
|                                                                            |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Cash flows from financing activities:                                       |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Proceeds from issuance of common stock                                      |  |                                                        |        |   |                                                        |   |        |                                                                         |  |   | 55,000   |  
|Proceeds from issuance of convertible debt                                  |  |                                                        | 49,750  |   |                                                        |   | 7,000   |                                                                         |  |   | 166,000  |  
|Net cash provided by financing activities                                   |  |                                                        | 49,750  |   |                                                        |   | 7,000   |                                                                         |  |   | 221,000  |  
|                                                                            |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Net increase (decrease) in cash                                             |  |                                                        | (4,220  | ) |                                                        |   | (18,522 | )                                                                       |  |   | 1,400    |  
|Cash, beginning of period                                                   |  |                                                        | 5,620   |   |                                                        |   | 19,023  |                                                                         |  |   |         |  
|                                                                            |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Cash, end of period                                                         |  | $                                                      | 1,400   |   |                                                        | $ | 501     |                                                                         |  | $ | 1,400    |  
|                                                                            |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Supplementary cash flow information:                                        |  |                                                        |         |   |                                                        |   |         |                                                                         |  |   |          |  
|Cash payments for income taxes                                              |  | $                                                      |        |   |                                                        | $ |        |                                                                         |  | $ |         |  
|Cash payments for interest                                                  |  | $                                                      |        |   |                                                        | $ |        |                                                                         |  | $ |         |  











See Accompanying Notes to Financial Statements



3



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INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

The accompanying Condensed Financial Statements and the related footnote information are unaudited. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the balance sheet of the Company as of September 30, 2009 and the results of its operations and cash flows for the three and nine months ended September 30, 2009. Results of operations reported for interim periods are not necessarily indicative of results for the entire year.

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

Going concern - The Company incurred net losses of $260,577 from Inception (October 6, 2004) through September 30, 2009. The Company is still in the development stages, raising substantial doubt about the Companys ability to continue as a going concern. The Company may seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Companys plan. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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

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

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

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

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





4



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INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



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

Net loss per common share - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive. For the period from inception (October 6, 2004) through September 30, 2009, no common stock equivalents were included in the computation of diluted earnings per share because their effect would be antidilutive.

Foreign Currency Translation  - The Companys functional currency prior to June 30, 2006 was in Canadian dollars as substantially all of the Companys operations were in Canada. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (SEC) and in accordance with SFAS No. 52 - Foreign Currency Translation. Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the comprehensive income account in stockholders equity, if applicable. As of June 30, 2006, all of the Companys operations were in the United States and the functional currency is the United States dollar.

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

New accounting pronouncements 

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events, (SFAS No. 165). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140, (SFAS 166). SFAS 166 eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entitys continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167,Amendments to FASB Interpretation No. 46(R), (SFAS 167). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, (SFAS 168). SFAS 168 replaces FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP). SFAS 168 is effective for interim and annual periods ending after September 15, 2009.



5



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INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



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

The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending December 31, 2010. This will not have an impact on the results of the Company.

2. STOCKHOLDERS DEFICIT

The Company has 75,000,000 shares authorized and 3,150,000 issued and outstanding as of September 30, 2009. The issued and outstanding shares were issued as follows:

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

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

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

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

3. CONVERTIBLE NOTE PAYABLE

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

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

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

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

On February 24, 2009, the Company issued a $24,000 convertible note. The convertible note accrues interest at 5% per annum, compounded annually and payable at the maturity date of February 24, 2012. The note holder has the option to convert any unpaid note principal and accrued interest to the Companys common stock at the rate of $1.00 per share starting February 24, 2010.

On April 30, 2009, the Company issued a $10,000 convertible note. The convertible note accrues interest at 5% per annum, compounded annually and payable at the maturity date of April 30, 2012. The note holder has the option to convert any unpaid note principal and accrued interest to the Companys common stock at the rate of $1.00 per share starting April 30, 2010.



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INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



3. CONVERTIBLE NOTES PAYABLE (continued)

On August 12, 2009, the Company issued a $12,000 convertible note. The convertible note accrues interest at 5% per annum, compounded annually and payable at the maturity date of August 12, 2012. The note holder has the option to convert any unpaid note principal and accrued interest to the Companys common stock at the rate of $1.00 per share starting August 12, 2010.

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

A beneficial conversion feature arises when the conversion price of a convertible note is less than the fair value of the instrument into which the convertible note is convertible.

4. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 11, 2009, the date which the financial statements were available to be issued, no events have been noted.





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ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

We have conducted minimal operations since our inception and do not have any present operations. During the fiscal year ended December 31, 2008 and the nine months ended September 30, 2009, we generated no revenues. Accordingly, a discussion of our results of operations is not meaningful and will not be presented herein.

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2008 contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved minimal revenues since our inception. We have depended on loans and sale of equity securities to conduct operations. As of September 30, 2009 and December 31, 2008, we had cash of $1,400 and $5,620, current assets of $1,400 and $5,620 and current liabilities of $111,722 and $83,095, respectively. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

Plan of Operation

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

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.

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 effective such 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.

(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.



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PART II  OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending, or to the knowledge of the executive officers of our Company, threatened against or affecting our Company or in which an adverse decision could have a material adverse effect.

ITEM 1A.

RISK FACTORS

As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of Equity Securities and Use of Proceeds during the period ended September 30, 2009.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

We are currently in default of the $65,000 notes issued on May 10, 2006. There were no other defaults upon senior securities during the period ended September 30, 2009.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no Matters submitted to a Vote of Security Holders during the period ended September 30, 2009.

ITEM 5.

OTHER INFORMATION

There is no information required to be disclosed under this item which was not previously disclosed.





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ITEM 6.

EXHIBITS

(a)

Exhibits.

|          |  |                                                                                        
|--------- |  | ---------------------------------------------------------------------------------------
|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                       





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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 ACCESSORIES
|       |                   |  |                                    |                                                                   
|Dated: | November 13, 2009 |  | By:                                | /s/ CLIFFORDCHAPMAN                                               
|       |                   |  |                                    | Clifford Chapman
President, Chief Executive and
Accounting Officer







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