**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 March 31, 2007





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 x No
o





As
      of May
      10, 2007, 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**


**MARCH
      31, 2007 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
            15Item
                3.
            Controls
                and Procedures
            15PART
                II - OTHER INFORMATIONItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            16Item
                6.
            Exhibits
            16








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 March 31, 2007 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 March 31, 2007 (Unaudited) andDecember
                31, 2006 (Audited)
            5Statements
                of Operations for the three monthsended
                March 31, 2007 and 2006 (Unaudited) and forthe
                period from October 6, 2004 (date of inception) toMarch
                31, 2007 (Unaudited)
            6Statements
                of Cash Flows for the three monthsended
                March 31, 2007 and 2006 (Unaudited) and forthe
                period from October 6, 2004 (date of inception) toMarch
                31, 2007 (Unaudited)
            7Notes
                to Financial Statements (Unaudited)
            8







4


INTERNATIONAL
                CELLULAR ACCESSORIES(A
                DEVELOPMENT STAGE COMPANY)BALANCE
                SHEETS




(Unaudited)
            
            (Audited)As
                of
            
            As
                ofMarch
                31, 2007
            
            December
                31, 2006ASSETSCurrent
                assetsCash
            
            $
            7,763
            
            $
            13,408Total
                assets
            
            $
            7,763
            
            $
            13,408LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesSales
                tax payable
            
            $
            —
            
            $
            —Accrued
                interest payable
            
            
            2,916
            
            $
            2,089Total
                current liabilities
            
            
            2,916
            
            
            2,089Long
                Term LiabilitiesConvertible
                Debt
            
            
            65,000
            
            
            65,000Total
                long term liabilities
            
            
            65,000
            
            
            65,000Total
                liabilities
            
            
            67,916
            
            
            67,089Stockholders'
                deficitCommon
                stock; $.001 par value; 75,000,000 sharesauthorized,
                3,150,000 shares issued and outstanding as ofMarch
                31, 2007
            
            
            3,150
            
            
            3,150Additional
                paid-in capital
            
            
            74,850
            
            
            74,850Accumulated
                deficit
            
            
            (143,428
            )
            
            (136,955
            )Accumulated
                other comprehensive income
            
            
            5,274
            
            
            5,274Total
                stockholders' deficit
            
            
            (60,154
            )
            
            (53,681
            )Total
                liabilities and stockholders' deficit
            
            $
            7,763
            
            $
            13,408


See
        Accompanying Notes to Financial Statements
  5


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





(Unaudited)Period
                from(Unaudited)
            
            (Unaudited)
            
            October
                6, 2004January
                1, 2007
            
            January
                1, 2006
            
            (Date
                of inception)through
            
            through
            
            throughMarch
                31, 2007
            
            March
                31, 2006
            
            March
                31, 2007Revenue
            
            $
            —
            
            $
            —
            
            $
            7,684Cost
                of goods sold
            
            
            -
            
            
            -
            
            
            3,812Gross
                profit
            
            
            -
            
            
            -
            
            
            3,872Operating
                expensesProfessional
                fees
            
            
            5,564
            
            
            4,895
            
            
            110,392Stock
                based services
            
            
            -
            
            
            -
            
            
            23,000General
                and administrative
            
            
            128
            
            
            730
            
            
            11,961Total
                operating expenses
            
            
            5,692
            
            
            5,625
            
            
            145,353Loss
                from operations
            
            
            (5,692
            )
            
            (5,625
            )
            
            (141,481
            )Other
                income (expenses):Interest
                expense
            
            
            (827
            )
            
            -
            
            
            (2,916
            )Interest
                income
            
            
            47
            
            
            -
            
            
            970Total
                other income (expenses)
            
            
            (781
            )
            
            —
            
            
            (1,947
            )Loss
                before provision for income taxes
            
            
            (6,473
            )
            
            (5,625
            )
            
            (143,428
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (6,473
            )
            $
            (5,625
            )
            $
            (143,428
            )Other
                comprehensive income, net of tax:Foreign
                currency translation adjustment
            
            
            -
            
            
            (110
            )
            
            5,274Other
                comprehensive income
            
            $
            -
            
            $
            (110
            )
            $
            5,274Comprehensive
                income
            
            $
            (6,473
            )
            $
            (5,735
            )
            $
            (138,154
            )Basic
                loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.06
            )Diluted
                loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.06
            )Basic
                weighted averagecommon
                shares outstanding
            
            
            3,150,000
            
            
            2,000,000
            
            
            2,275,000Diluted
                weighted averagecommon
                shares outstanding
            
            
            3,215,000
            
            
            2,000,000
            
            
            2,307,500




See
        Accompanying Notes to Financial Statements





6


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





(Unaudited)Period
                from(Unaudited)
            
            (Unaudited)
            
            October
                6, 2004January
                1, 2007
            
            January
                1, 2006
            
            (Date
                of inception)through
            
            through
            
            throughMarch
                31, 2007
            
            March
                31, 2006
            
            March
                31, 2007Cash
                flows from operating activities:Net
                loss
            
            $
            (6,473
            )
            $
            (5,625
            )
            $
            (143,428
            )Adjustments
                to reconcile net loss tonet
                cash used by operating activities:Other
                comprehensive income
            
            
            -
            
            
            (109
            )
            
            5,274Stock
                based services
            
            
            -
            
            
            -
            
            
            23,000Changes
                in operating assets and liabilities:Increase
                in prepaid expenses
            
            
            
            
            
            
            
            
            -Increase
                in accounts payable and accrued liabilities
            
            
            827
            
            
            
            
            
            2,916Net
                cash used by operating activities
            
            
            (5,645
            )
            
            (5,734
            )
            
            (112,237
            )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
            
            
            
            
            
            -
            
            
            65,000Net
                cash provided by financing activities
            
            
            -
            
            
            -
            
            
            120,000Net
                increase (decrease) in cash
            
            
            (5,645
            )
            
            (5,734
            )
            
            7,763Cash,
                beginning of period
            
            
            13,408
            
            
            47,652
            
            
            —Cash,
                end of period
            
            $
            7,763
            
            $
            41,918
            
            $
            7,763Supplementary
                cash flow information:Cash
                payments for income taxes
            
            $
            —
            
            $
            —
            
            $
            —Cash
                payments for interest
            
            $
            —
            
            $
            —
            
            $
            —




See
        Accompanying Notes to Financial Statements





7


INTERNATIONAL
                CELLULAR ACCESSORIES(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 have 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 $143,428 and accumulated other
      comprehensive income gains of $5,274 from the period of October 6, 2004 (Date
      of
      Inception) through March 31, 2007; 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.




8


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





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





Property
      and equipment -
      Property and equipment will be 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.





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
      March 31, 2007, no options and warrants were excluded from the computation
      of
      diluted earnings per share because their effect would be
      antidilutive.




9


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







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





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 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. 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.





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.





10




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


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





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 March 31, 2007.





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





New
      accounting pronouncements -





In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”
(“SFAS 154”). SFAS 154 replaces Accounting Principles Board Opinion No. 20
“Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim
      Financial Statements-An Amendment of APB Opinion No. 28.” SFAS 154 provides
      guidance on the accounting for and reporting of accounting changes and error
      corrections. SFAS 154 requires “retrospective application” of the direct effect
      of a voluntary change in accounting principle to prior periods’ financial
      statements where it is practicable to do so. SFAS 154 also redefines the term
      “restatement” to mean the correction of an error by revising previously issued
      financial statements. SFAS 154 is effective for accounting changes and error
      corrections made in fiscal years beginning after December 15, 2005 unless
      adopted early. We do not expect the adoption of SFAS 154 to have a material
      impact on its consolidated financial position, results of operations or cash
      flows, except to the extent that the statement subsequently requires
      retrospective application of a future item.





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.





11




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


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





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
      service 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.





In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of
      FASB
      Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty
      in
      tax positions. This Interpretation requires that we recognize in our financial
      statements the benefit of a tax position if that position is more likely than
      not of being sustained on audit, based on the technical merits of the position.
      The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal
      year, with the cumulative effect of the change in accounting principle recorded
      as an adjustment to opening retained earnings. We are currently evaluating
      the
      impact that FIN 48 will have on our financial statements.




In
      September 2006, the FASB issued Statement No. 157, "Fair Value Measurements"
      (FAS 157), which defines fair value, establishes a framework for measuring
      fair
      value, and expands disclosures about fair value measurements. The provisions
      of
      FAS 157 become effective as of the beginning of our 2009 fiscal year. We are
      currently evaluating the impact that FAS 157 will have on our financial
      statements.





In
      September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
      Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
      Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that
      employers recognize the funded status of their defined benefit pension and
      other
      postretirement plans on the balance sheet and recognize as a component of other
      comprehensive income, net of tax, the plan-related gains or losses and prior
      service costs or credits that arise during the period but are not recognized
      as
      components of net periodic benefit cost. We will prospectively adopt FAS 158
      on
      April 30, 2007. Based on the funded status of our plans as of the date of our
      most recent actuarial valuation, we expect the adoption of FAS 158 to reduce
      reported stockholders' equity by approximately $100 million. However, the actual
      impact of adopting FAS 158 is highly dependent on a number of factors, including
      the discount rates in effect at the next measurement date, and the actual rate
      of return on pension assets during fiscal 2007. These factors could
      significantly increase or decrease the expected impact of adopting FAS 158.




12




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


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





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements" (SAB 108),
      which
      addresses how to quantify the effect of financial statement errors. The
      provisions of SAB 108 become effective as of the end of our 2007 fiscal year.
      We
      do not expect the adoption of SAB 108 to have a significant impact on our
      financial statements.





In
      February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
      many financial instruments and certain other items at fair value that are not
      currently required to be measured at fair value and establishes presentation
      and
      disclosure requirements designed to facilitate comparisons between companies
      that choose different measurement attributes for similar types of assets and
      liabilities. The provisions of FAS 159 become effective as of the beginning
      of
      our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
      have on our financial statements.





Stock-based
      compensation -
      On
      January 1, 2005, the Company adopted SFAS No. 123 (R) “Share-Based Payment”
which requires the measurement and recognition of compensation expense for
      all
      share-based payment awards made to employees and directors including employee
      stock options and employee stock purchases related to a Employee Stock Purchase
      Plan based on the estimated fair values.





The
      Company adopted SFAS No. 123(R) using the modified prospective transition
      method, which required the application of the accounting standard as of January
      1, 2005. The accompanying consolidated financial statements as of and for the
      quarter ended March 31, 2007 reflects the impact of SFAS No. 123(R). In
      accordance with the modified prospective transition method, the Company’s
      accompanying consolidated financial statements for the prior periods have not
      been restated, and do not include the impact of SFAS No. 123(R). Stock based
      compensation expense recognized under SFAS No. 123(R) for the years ended
      December 31, 2006 and 2005 totaled $0 and $0 respectively and for the quarter
      ended March 31, 2007 totaled $0.





2.  PROPERTY
      AND EQUIPMENT





As
      of
      March 31, 2007, the Company does not own any property and/or
      equipment.




13




INTERNATIONAL
                CELLULAR ACCESSORIES(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 March 31, 2007. 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.





4.  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, 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.





5.  STOCK
      OPTIONS





As
      of
      March 31, 2007, 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.  LITIGATION





As
      of
      March 31, 2007, the Company is not aware of any current or pending litigation
      which may affect the Company’s operations.





14


**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 not 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. Specifically, our auditors
      expressed concerns over our reporting processes as such relates to the manner
      in
      which we prepared our balance sheets. Subsequent to the period covered by this
      report we intend to retain an experienced third party to oversee our accounting
      and financial reporting. Accordingly, we believe that the issues raised by
      our
      auditors will be adequately addressed and necessary controls and procedures
      implemented.





(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.




15


**PART
      II**





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





We
      issued
      no equity securities during the quarter ended March 31, 2007.





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





(a)  Exhibits.





31.1/31.2
            Rule
                13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
                andFinancial
                Officer





32.1/32.2
            Rule
                1350 Certification of Chief Executive and Financial
                Officer





16




**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: May 14, 2007
            By:
            /s/ Clifford ChapmanClifford
              ChapmanPresident,
                Chief Executive and
              Accounting
                Officer





17