**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 September 30, 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
      November 1, 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**


**SEPTEMBER
      30, 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
            
            14Item
                3.
            
            Controls
                and Procedures
            
            14PART
                II - OTHER INFORMATIONItem
                4.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            15Item
                5.
            
            Exhibits
            
            15




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 September 30, 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 September 30, 2007 (Unaudited) andDecember
                31, 2006 (Audited)
            
            
            5Statements
                of Operations for the three and nine monthsended
                September 30, 2007 and 2006 (Unaudited) and forthe
                period from October 6, 2004 (date of inception) toSeptember
                30, 2007 (Unaudited)
            
            
            6Statements
                of Cash Flows for the nine monthsended
                September 30, 2007 and 2006 (Unaudited) and forthe
                period from October 6, 2004 (date of inception) toSeptember
                30, 2007 (Unaudited)
            
            
            7Notes
                to Financial Statements (Unaudited)
            
            
            8




4




INTERNATIONAL
        CELLULAR ACCESSORIES
 (A
        DEVELOPMENT STAGE COMPANY)
 BALANCE
        SHEETS
  As
                  of
              
              As
                  ofSeptember
                  30, 2007
              
              December
                  31, 2006(Unaudited)
              
              (Audited)ASSETSCurrent
                  assetsCash
              
              $
              23,388
              
              $
              13,408Total
                  assets
              
              $
              23,388
              
              $
              13,408LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilitiesSales
                  tax payable
              
              $
              —
              
              $
              —Accrued
                  interest payable
              
              
              5,216
              
              $
              2,089Total
                  current liabilities
              
              
              5,216
              
              
              2,089Long
                  Term LiabilitiesConvertible
                  Debt
              
              
              100,000
              
              
              65,000Total
                  long term liabilities
              
              
              100,000
              
              
              65,000Total
                  liabilities
              
              
              105,216
              
              
              67,089Stockholders'
                  deficitCommon
                  stock; $.001 par value; 75,000,000 sharesauthorized,
                  3,150,000 shares issued and outstanding as ofSeptember
                  30, 2007
              
              
              3,150
              
              
              3,150Additional
                  paid-in capital
              
              
              74,850
              
              
              74,850Accumulated
                  deficit
              
              
              (165,102
              )
              
              (136,955
              )Accumulated
                  other comprehensive income
              
              
              5,274
              
              
              5,274Total
                  stockholders' deficit
              
              
              (81,828
              )
              
              (53,681
              )Total
                  liabilities and stockholders' deficit
              
              $
              23,388
              
              $
              13,408


See
        Accompanying Notes to Financial Statements


5


INTERNATIONAL
        CELLULAR ACCESSORIES
 (A
        DEVELOPMENT STAGE COMPANY)
 STATEMENTS
        OF OPERATIONS
  Period
                  fromOctober
                  6, 2004July
                  1, 2007
              
              July
                  1, 2006
              
              January
                  1, 2007
              
              January
                  1, 2006
              
              (Date
                  of inception)through
              
              through
              
              through
              
              through
              
              throughSeptember
                  30, 2007
              
              September
                  30, 2006
              
              September
                  30, 2007
              
              September
                  30, 2006
              
              September
                  30, 2007(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)Revenue
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              7,684Cost
                  of goods sold
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,812Gross
                  profit
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,872Operating
                  expensesProfessional
                  fees
              
              
              3,855
              
              
              39,263
              
              
              24,199
              
              
              63,245
              
              
              129,027Stock
                  based services
              
              
              -
              
              
              -
              
              
              -
              
              
              23,000
              
              
              23,000General
                  and administrative
              
              
              411
              
              
              1,009
              
              
              1,075
              
              
              2,526
              
              
              12,908Total
                  operating expenses
              
              
              4,266
              
              
              40,272
              
              
              25,274
              
              
              88,771
              
              
              164,935Loss
                  from operations
              
              
              (4,266
              )
              
              (40,272
              )
              
              (25,274
              )
              
              (88,771
              )
              
              (161,063
              )Other
                  income (expenses):Interest
                  expense
              
              
              (1,287
              )
              
              -
              
              
              (3,127
              )
              
              (451
              )
              
              (5,217
              )Interest
                  income
              
              
              140
              
              
              399
              
              
              254
              
              
              740
              
              
              1,177Total
                  other income (expenses)
              
              
              (1,146
              )
              
              399
              
              
              (2,874
              )
              
              289
              
              
              (4,039
              )Loss
                  before provision for income taxes
              
              
              (5,412
              )
              
              (39,872
              )
              
              (28,148
              )
              
              (88,481
              )
              
              (165,102
              )Provision
                  for income taxes
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Net
                  loss
              
              $
              (5,412
              )
              $
              (39,872
              )
              $
              (28,148
              )
              $
              (88,481
              )
              $
              (165,102
              )Other
                  comprehensive income, net of tax:Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              1,966
              
              
              5,274Other
                  comprehensive income
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              1,966
              
              $
              5,274Comprehensive
                  income
              
              $
              (5,412
              )
              $
              (39,872
              )
              $
              (28,148
              )
              $
              (86,515
              )
              $
              (159,828
              )Basic
                  loss per common share
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.07
              )Diluted
                  loss per common share
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.07
              )Basic
                  weighted averagecommon
                  shares outstanding
              
              
              3,150,000
              
              
              3,150,000
              
              
              3,150,000
              
              
              2,766,667
              
              
              2,420,833Diluted
                  weighted averagecommon
                  shares outstanding
              
              
              3,215,000
              
              
              3,215,000
              
              
              3,215,000
              
              
              2,810,000
              
              
              2,458,750


See
        Accompanying Notes to Financial Statements




6


INTERNATIONAL
        CELLULAR ACCESSORIES
 (A
        DEVELOPMENT STAGE COMPANY)
 STATEMENT
        OF CASH FLOWS
  Period
                  fromOctober
                  6, 2004January
                  1, 2007
              
              January
                  1, 2006
              
              (Date
                  of inception)through
              
              through
              
              throughSeptember
                  30, 2007
              
              September
                  30, 2006
              
              September
                  30, 2007(Unaudited)
              
              (Unaudited)
              
              (Unaudited)Cash
                  flows from operating activities:Net
                  loss
              
              $
              (28,148
              )
              $
              (48,609
              )
              $
              (165,102
              )Adjustments
                  to reconcile net loss tonet
                  cash used by operating activities:Other
                  comprehensive income
              
              
              -
              
              
              1,967
              
              
              5,274Stock
                  based services
              
              
              -
              
              
              23,000
              
              
              23,000Changes
                  in operating assets and liabilities:Increase
                  in prepaid expenses
              
              
              -
              
              
              (29,184
              )
              
              -Increase
                  in accounts payable and accrued liabilities
              
              
              3,127
              
              
              2,229
              
              
              5,217Net
                  cash used by operating activities
              
              
              (25,021
              )
              
              (50,597
              )
              
              (131,612
              )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
              
              
              35,000
              
              
              65,000
              
              
              100,000Net
                  cash provided by financing activities
              
              
              35,000
              
              
              65,000
              
              
              155,000Net
                  increase (decrease) in cash
              
              
              9,979
              
              
              14,403
              
              
              23,388Cash,
                  beginning of period
              
              
              13,409
              
              
              47,652
              
              
              —Cash,
                  end of period
              
              $
              23,388
              
              $
              62,055
              
              $
              23,388Supplementary
                  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 $159,828 and accumulated other
      comprehensive income gains of $5,274 from the period of October 6, 2004 (Date
      of
      Inception) through September 30, 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
      September 30, 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 September 30,
      2007.





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





New
      accounting pronouncements -


In
      June
      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.





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.




11


INTERNATIONAL
        CELLULAR ACCESSORIES
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        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 September 30, 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 September 30, 2007 totaled $0.





2. PROPERTY
      AND EQUIPMENT





As
      of
      September 30, 2007, the Company does not own any property and/or
      equipment.





12




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 September 30, 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.





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, 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.





5. STOCK
      OPTIONS





As
      of
      September 30, 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
      September 30, 2007, the Company is not aware of any current or pending
      litigation which may affect the Company’s operations.








13




**PART
      II - OTHER INFORMATION**





**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 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.





14





**PART
      II**





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





We
      issued
      no equity securities during the quarter ended September 30, 2007.





**ITEM
      5.**  **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





15








**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: November 1, 2007
            By:
            /s/ Clifford
              ChapmanClifford
              ChapmanPresident, Chief Executive and Accounting Officer




16