UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-Q
 (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, 2009
  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)
 
 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 x  No o
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).     Yes x  No o
  As of May
13, 2009, there were 3,150,000 shares of the issuer’s common stock, par value
$0.001, issued and outstanding.  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 o    No
x
  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
                  x(Do
      not check if a smaller reporting company)
  Transitional
Small Business Disclosure Format (check one):  Yes  o No  x
   
    INTERNATIONAL
CELLULAR ACCESSORIES
 MARCH
31, 2009 QUARTERLY REPORT ON FORM 10-Q
 TABLE
OF CONTENTS
 
 
 PAGESpecial
      Note Regarding Forward Looking
      Information
                3PART
      I - FINANCIAL INFORMATIONItem
      1.
                Financial
      Statements
                4Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                13Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                13Item
      4T.
                Controls
      and
      Procedures
                13PART
      II - OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                14Item
      1A.
                Risk
      Factors
                14Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                14Item
      3.
                Defaults
      Upon Senior
      Securities
                14Item
      4.
                Submission
      of Matters to a Vote of Security
      Holders
                14Item
      5.
                Other
      Information
                14Item
      6.
                Exhibits
                15
   2
   
 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 March 31, 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.
    3
   PART
1 – FINANCIAL INFORMATION
  ITEM
1. FINANCIAL STATEMENTS
 PAGEBalance
      Sheets as at March 31, 2009 (Unaudited) andDecember 31, 2008 (Audited)
                    5Statements of Operations for the
      three monthsended March 31, 2009 and 2008
      (Unaudited) and forthe period from inception
      (October 6, 2004) toMarch 31, 2009 (Unaudited)
                    6Statements of Cash Flows for the
      three monthsended March 31, 2009 and 2008
      (Unaudited) and forthe period from inception
      (October 6, 2004) toMarch 31, 2009 (Unaudited)
                    7Notes to Financial Statements
      (Unaudited)
                    8
 
 4




INTERNATIONAL
      CELLULAR ACCESSORIES(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSAs
      of
                                      
                                      
                                      As
      ofMarch
      31, 2009
                                      
                                      
                                      December
      31, 2008(Unaudited)
                                      
                                      
                                      (Audited)ASSETSCurrent
      assetsCash
                                      
                                      $
                                      20,010
                                      
                                      
                                      $
                                      5,620Total
      current assets
                                      
                                      
                                      20,010
                                      
                                      
                                      
                                      5,620Total
      assets
                                      
                                      $
                                      20,010
                                      
                                      
                                      $
                                      5,620LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                                      
                                      $
                                      13,622
                                      
                                      
                                      $
                                      9,025Accrued
      interest payable
                                      
                                      
                                      10,065
                                      
                                      
                                      
                                      9,070Convertible
      debts, current portion
                                      
                                      
                                      65,000
                                      
                                      
                                      
                                      65,000Total
      current liabilities
                                      
                                      
                                      88,687
                                      
                                      
                                      
                                      74,070Long
      term liabilitiesAccrued
      interest payable, net of current portion
                                      
                                      
                                      3,921
                                      
                                      
                                      
                                      3,088Convertible
      debts, net of current portion
                                      
                                      
                                      79,000
                                      
                                      
                                      
                                      51,250Total
      long term liabilities
                                      
                                      
                                      82,921
                                      
                                      
                                      
                                      54,338Total
      liabilities
                                      
                                      
                                      171,608
                                      
                                      
                                      
                                      128,408Stockholders'
      deficitCommon
      stock; $.001 par value; 75,000,000 sharesauthorized,
      3,150,000 shares issued and outstanding as of March 31, 2009 and December
      31, 2008, respectively
                                      
                                      
                                      3,150
                                      
                                      
                                      
                                      3,150Additional
      paid-in capital
                                      
                                      
                                      74,850
                                      
                                      
                                      
                                      74,850Deficit
      accumulated during the development stage
                                      
                                      
                                      (229,598
                                      )
                                      
                                      
                                      (209,813
                                      )Total
      stockholders' deficit
                                      
                                      
                                      (151,598
                                      )
                                      
                                      
                                      (131,813
                                      )Total
      liabilities and stockholders' deficit
                                      
                                      $
                                      20,010
                                      
                                      
                                      $
                                      (3,405
                                      )




See
Accompanying Notes to Financial Statements




5
   INTERNATIONAL
      CELLULAR ACCESSORIES(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFrom
      inceptionJanuary
      1, 2009
                      
                      
                      January
      1, 2008
                      
                      
                      (October
      6, 2004)through
                      
                      
                      through
                      
                      
                      throughMarch
      31, 2009
                      
                      
                      March
      31, 2008
                      
                      
                      March
      31, 2009(Unaudited)
                      
                      
                      (Unaudited)
                      
                      
                      (Unaudited)Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      7,684Cost
      of goods sold
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,812Gross
      profit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,872Operating
      expensesProfessional
      fees
                      
                      
                      17,125
                      
                      
                      
                      9,321
                      
                      
                      
                      185,518General
      and administrative
                      
                      
                      832
                      
                      
                      
                      1,158
                      
                      
                      
                      40,571Total
      operating expenses
                      
                      
                      17,957
                      
                      
                      
                      10,479
                      
                      
                      
                      226,089Loss
      from operations
                      
                      
                      (17,957
                      )
                      
                      
                      (10,479
                      )
                      
                      
                      (222,217
                      )Other
      income (expense):Other
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,273Interest
      expense
                      
                      
                      (1,828
                      )
                      
                      
                      (1,339
                      )
                      
                      
                      (13,986
                      )Interest
      income
                      
                      
                      -
                      
                      
                      
                      49
                      
                      
                      
                      1,332Total
      other (expense)
                      
                      
                      (1,828
                      )
                      
                      
                      (1,290
                      )
                      
                      
                      (7,381
                      )Net
      loss
                      
                      $
                      (19,785
                      )
                      
                      $
                      (11,769
                      )
                      
                      $
                      (229,598
                      )Basic
      loss per common share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )Basic
      weighted averagecommon
      shares outstanding
                      
                      
                      3,150,000
                      
                      
                      
                      3,150,000
  See Accompanying Notes to
Financial Statements
  6
 
  INTERNATIONAL
      CELLULAR ACCESSORIES(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFrom
      InceptionJanuary
      1, 2009
                      
                      
                      January
      1, 2008
                      
                      
                      (October
      6, 2004)through
                      
                      
                      through
                      
                      
                      throughMarch
      31, 2009
                      
                      
                      March
      31, 2008
                      
                      
                      March
      31, 2009(Unaudited)
                      
                      
                      (Unaudited)
                      
                      
                      (Unaudited)Cash
      flows from operating activities:Net
      loss
                      
                      $
                      (19,785
                      )
                      
                      $
                      (11,769
                      )
                      
                      $
                      (229,598
                      )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Stock
      based services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      23,000Changes
      in operating assets and liabilities:Increase
      in accrued interest payable
                      
                      
                      1,828
                      
                      
                      
                      1,339
                      
                      
                      
                      13,986Increase
      in accounts payable
                      
                      
                      4,597
                      
                      
                      
                      -
                      
                      
                      
                      13,622Net
      cash used by operating activities
                      
                      
                      (13,360
                      )
                      
                      
                      (10,430
                      )
                      
                      
                      (178,990
                      )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      55,000Proceeds
      from issuance of convertible debt
                      
                      
                      27,750
                      
                      
                      
                      -
                      
                      
                      
                      144,000Net
      cash provided by financing activities
                      
                      
                      27,750
                      
                      
                      
                      -
                      
                      
                      
                      199,000Net
      increase (decrease) in cash
                      
                      
                      14,390
                      
                      
                      
                      (10,430
                      )
                      
                      
                      20,010Cash,
      beginning of period
                      
                      
                      5,620
                      
                      
                      
                      19,023
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      20,010
                      
                      
                      $
                      8,593
                      
                      
                      $
                      20,010-Supplementary
      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)
 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 March 31, 2009 and the results of its operations and cash flows
for the three months ended March 31, 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 $229,598 from Inception (October 6, 2004) through
March 31, 2009.  The Company is still in the development stages,
raising substantial doubt about the Company’s ability to continue as a going
concern. The Company may seek additional sources of capital through the issuance
of debt or equity financing, but there can be no assurance the Company will be
successful in accomplishing its objectives.
 
 The
ability of the Company to continue as a going concern is dependent on additional
sources of capital and the success of the Company’s plan. The financial
statements do not include any adjustments 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.
 
 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.






8




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


1.
BASIS OF PRESENTATION
AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Cash and Cash
Equivalents - For purposes of the statement of cash flows, the Company
considers highly liquid financial instruments purchased with a maturity of three
months or less to be cash equivalents.
 
 Income taxes - The
Company accounts for its income taxes in accordance with 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 inception (October 6, 2004) through
March 31, 2009, no common stock equivalents were included in the computation of
diluted earnings per share because their effect would be
antidilutive.
 
 Foreign Currency
Translation   - The Company’s functional currency prior to June 30,
2006 was in Canadian dollars as substantially all of the Company’s operations
were in Canada.  The Company used the United States dollar as its reporting
currency for consistency with registrants of the Securities and Exchange
Commission (“SEC”) and in accordance with 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.
   9
  INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)
 1.
BASIS OF PRESENTATION
AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Transactions
undertaken in currencies other than the functional currency of the entity are
translated using the exchange rate in effect as of the transaction date. 
Any exchange gains and losses are included in other items on the statement of
operations.
 
 New accounting
pronouncements –
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” which applies to
all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008. The adoption of this statement did not have a
material effect on the Company’s financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133,”
(SFAS “161”) as amended and interpreted, which requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. The adoption of this statement did not have a material effect on the
Company’s financial statements.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement did not have a material effect on the Company’s financial
statements.
  
 10
 INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)
  2.  
STOCKHOLDERS’
DEFICIT
 
 The
Company has 75,000,000 shares authorized and 3,150,000 issued and outstanding as
of March 31, 2009. The issued and outstanding shares were issued as
follows:
 
 500,000
common shares were issued to Leah Wosk on October 29, 2004 for the sum of $2,500
in cash.
 
 500,000
common shares were issued to Rachel Cecile Wosk on October 29, 2004 for the sum
of $2,500 in cash.
 
 1,000,000
common shares were issued to 30 investors in the Company’s SB-2 offering for the
aggregate sum of $50,000 in cash. The Regulation SB-2 offering was declared
effective by the Securities and Exchange Commission on May 27, 2005 and
completed in June 2005.
 
 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.
 
 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.
  
 11
 INTERNATIONAL
CELLULAR ACCESSORIES
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)
 
 3.  
CONVERTIBLE NOTES
PAYABLE (continued)
 
 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.
 
 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.
  SUBSEQUENT
EVENTS
  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.
   
 12
  
 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 three months
ended March 31, 2009, we generated no revenues.  Accordingly, a
discussion of our results of operations is not meaningful and will not be
presented herein.
 
 Liquidity
and Capital Resources
 
 The
report of our auditors on our audited financial statements for the fiscal year
ended December 31, 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
March 31, 2009 and December 31, 2008, we had cash of $20,010 and $5,620, current
assets of $20,010 and $5,620 and current liabilities of $88,687 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
      4T.
                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.
  13
  PART
II – OTHER INFORMATION
 
 ITEM
1.          LEGAL
PROCEEDINGS
 
 To the
best knowledge of the officers and directors, the Company is not a party to any
legal proceeding or litigation.
 
 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
 We issued
no equity securities during the quarter ended March 31, 2009.
 
 ITEM
3.          DEFAULTS UPON SENIOR
SECURITIES
  None.
 
 ITEM
4.          SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
  None.
 
 ITEM
5.          OTHER INFORMATION
 
 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.
  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
    14
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
   INTERNATIONAL
      CELLULAR ACCESSORIESDated: 
      May 13, 2009
                By:
                /s/ Clifford
      ChapmanClifford
      ChapmanPresident,
      Chief Executive andAccounting
      Officer