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**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**Form
      10-KSB**





(Mark
      One)





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      fiscal year ended December 31, 2006





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      transition period from ______________ to________________





Commission
      file number


**000-50427**




**IDEAL
                ACCENTS, INC.**(Name
                of small business issuer in its
                charter)




**FLORIDA**
            
            **65-0888156**(State
                or other jurisdiction of incorporation or
                organization)
            
            (I.R.S.
                Employer Identification
                No.)




**c/o
      Windels Marx Lane & Mittendorf, LLP**


**156
      West 56** **th** **Street**


**New
      York, New York 10019**


**(** Address
      of principal executive offices)  (Zip
      Code)





Issuer’s
      telephone number **212-237-1000**





Securities
      registered under Section 12(b) of the Exchange Act:  None





Securities
      registered under Section 12(g) of the Exchange Act:  Common
      Stock, $.001 par Value





SEC
              2337 (03-07)
            **Persons
                who are to respond to the collection of information contained in
                this form
                are not required to respond unless the form displays a currently
                valid OMB
                control number.**








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x





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




State
      issuer’s revenues for its most recent fiscal year:  $-0-





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.)





**On
      February 23, 2007 the aggregate market value of the voting stock of Ideal
      Accents, Inc. held by non-affiliates of the registrant was $94,724.**





Note:
      If
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated.





**(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS)**





Check
      whether the issuer has filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.  Yes o No o





**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **15,563,252
      shares of common stock, $.001 par value issued and outstanding as of March
      23,
      2007.**





**DOCUMENTS
      INCORPORATED BY REFERENCE**





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
      the document is incorporated: (1) any annual report to security holders; (2)
      any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
      documents should be clearly described for identification purposes (e.g., annual
      report to security holders for fiscal year ended December 24,
      1990).





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










**TABLE
      OF CONTENTS**




**PART
                I**
            
            
            
            **1****ITEM
                1**
            
            **DESCRIPTION
                OF BUSINESS**
            
            **1****ITEM
                2**
            
            **DESCRIPTION
                OF PROPERTY**
            
            **7****ITEM
                3.**
            
            **LEGAL
                PROCEEDINGS**
            
            **9****ITEM
                4.**
            
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            
            **10****PART
                II**
            
            
            
            **10****ITEM
                5.**
            
            **MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS**
            
            **10****ITEM
                6.**
            
            **MANAGEMENT’S
                DISCUSSION AND
                ANALYSIS**
            
            **11****ITEM
                7.**
            
            **FINANCIAL
                STATEMENTS**
            
            **14****ITEM
                8.**
            
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURE**
            
            **14****ITEM
                8a.**
            
            **CONTROLS
                AND PROCEDURES**
            
            **14****ITEM
                8b.**
            
            **OTHER
                INFORMATION**
            
            **14****PART
                III**
            
            
            
            **15****ITEM
                9.**
            
            **DIRECTORS
                AND EXECUTIVE OFFICERS OF THE
                REGISTRANT**
            
            **15****ITEM
                10.**
            
            **EXECUTIVE
                COMPENSATION**
            
            **16****ITEM
                11.**
            
            **SECURITY
                OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
            
            **16****ITEM
                12.**
            
            **CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS**
            
            **19****ITEM
                13.**
            
            **EXHIBITS
                AND REPORTS ON FORM 8-K**
            
            **19****ITEM
                14.**
            
            **PRINCIPAL
                ACCOUNTANT FEES AND
                EXPENSES**
            
            **20**




i




**PART
      I**




This
      Annual Report on Form 10-KSB contains forward-looking statements within the
      meaning of Section 27 A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended, which include, without
      limitation, statements about the market for our installation services, products,
      our strategy, competition, expected financial performance and other aspects
      of
      our business identified in this Annual Report, as well as other reports that
      we
      file from time to time with the Securities and Exchange Commission. Any
      statements about our business, financial results, financial condition and
      operations contained in this Annual Report that are not statements of historical
      fact may be deemed to be forward-looking statements. Without limiting the
      foregoing, the words “believes,” “anticipates,” “expects,” “intends,”
“projects,” or similar expressions are intended to identify forward-looking
      statements. Our actual results could differ materially from those expressed
      or
      implied by these forward-looking statements as a result of various factors,
      including the risk factors described in Part I, Item 1, “Risk Factors”, Part II,
      Item 6, “Management’s Discussion and Analysis” and elsewhere in this report. We
      undertake no obligation to update publicly any forward-looking statements for
      any reason, except as required by law, even as new information becomes available
      or other events occur in the future




**ITEM
      1.** **DESCRIPTION
      OF BUSINESS.**




In
      this
      report, the terms “Ideal”, “Company,” “we,” “us” and “our” refer to Ideal
      Accents, Inc., a corporation incorporated in the State of Florida on January
      21,
      1999. The term “Common Stock” refers to the Company’s Common Stock, par value
      $0.001 per share. Ideal conducted business through its wholly-owned operating
      subsidiaries which include four Detroit, Michigan based companies and two
      Toronto, Ontario, Canada based companies. These companies are: Ideal Accents
      Inc. (Ferndale), Ideal Accents Inc. (Ann Arbor), Ideal Accents Inc. (Taylor),
      T.O.E., Inc. (Troy), Somani Holdings, Inc., and AutoFun Canada,
      Inc.




**NOTICE
      OF FILING OF BANKRUPTCY PETITION** .
      On
      October 13, 2004 (the “Petition Date”) Ideal Accents, Inc. filed a voluntary
      petition for relief under chapter 11 of title 11, United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern
      District of New York (the “Bankruptcy Court”). On January 5, 2005, two of the
      Company’s subsidiaries, Ideal Accents, Inc. (“Ferndale”) and T.O.E. Inc.
      (“T.O.E.”) filed with the Bankruptcy Court, voluntary petitions for relief under
      chapter 11 of the Bankruptcy Code. By Order dated February 4, 2005, the
      Bankruptcy Court granted the joint administration of the Company’s case with the
      Ferndale and T.O.E. cases. Upon the *sua
      sponte* motion
      of
      the Bankruptcy Court and a hearing held on November 27, 2006, the Bankruptcy
      Court, by Order dated November 28, 2006, directed the appointment of a trustee
      for the Company’s jointly administered estates. Upon application of the United
      States Trustee and by Order dated December 4, 2006, Alan Nisselson (the
“Trustee”) was appointed trustee for the Company’s, Ferndale’s and T.O.E.
      estates pursuant to Bankruptcy Code §1104(a).




**As
      the Trustee has been recently appointed, has had very limited access to the
      Debtor’s and its subsidiaries’ books and records and has very little information
      regarding their respective business operations, the Trustee has relied on the
      Company and its sole officer and director with respect to all information
      relating to the Company and its subsidiaries set forth in this report.
      Accordingly, all information relating to the Company and its subsidiaries,
      and
      their respective past and present operations, contained in this report is being
      provided by the Company, and with respect to the financial statements set forth
      in Item 13, by Rotenberg & Co., LLP, and not by the
      Trustee.**




1


From
      the
      Petition Date until the Trustee’s appointment, the Company operated as a
“debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in
      accordance with the applicable provisions of the Bankruptcy Code, the Federal
      Rules of Bankruptcy Procedure and applicable court orders. The Trustee is
      authorized under Chapter 11 to continue to operate as an ongoing business,
      but
      not to engage in transactions outside the ordinary course of business without
      the prior approval of the Bankruptcy Court.




The
      Company ceased all of its United States operations during October 2004 and
      all
      of its Canadian operations during March of 2005. The Company is currently
      attempting to locate a new business (operating company), and offer itself as
      a
      merger vehicle for a company that may desire to go public through a merger
      rather than through its own public stock offering. Although the Company has
      entered into discussions with one such party, there can be no assurances that
      the Company will consummate any merger transaction with such party or any other
      party.




Between
      the Petition Date and October 27, 2004, all of the Company’s officers and
      directors, except for Mr. Karim Suleman, resigned.




**THE
      FOLLOWING DISCUSSION IS APPLICABLE TO THE COMPANY’S BUSINESS PRIOR TO THE
      COMPANY’S FILING FOR RELIEF UNDER CHAPTER 11.**




Ideal
      Accents, Inc. is a holding company whose primary asset includes the stock of
      its
      wholly owned U. S. and Canadian subsidiaries (the “Subsidiaries”).




Prior
      to
      the Petition Date, the Company’s Subsidiaries engaged primarily in the business
      of accessorizing cars and trucks at the new vehicle dealer level, one Canadian
      Subsidiary provided automotive accessorizing related consulting
      services.




A
      typical
      business transaction proceeded as follows: (i) a new vehicle dealer offered
      Ideal’s accessories to its customer at the point of sale; (ii) the new vehicle
      dealer’s customer selected one or more Ideal add-on options to be installed on
      the newly purchased vehicle; (iii) Ideal would then pick up the vehicle from
      the
      dealer or send a mobile installation unit to the dealer; (iv) Ideal would
      install the add-on option(s) and deliver the vehicle back to the dealer; and
      (v)
      the new vehicle dealer would then deliver the vehicle to the customer. In most
      instances, therefore, Ideal’s direct client was the new vehicle dealer.




Ideal
      sought to become the premier North American automotive aftermarket accessorizer
      at the new vehicle dealer level through a growth strategy that included
      consolidating the highly fragmented industry into a branded network of
      installation shops and mobile installation units.




The
      U. S.
      Subsidiary Operations - incorporated under the laws of the State of Michigan
      -
      include four wholly-owned Subsidiaries: (i) Ideal Accents, Inc. (Ferndale)
      and
      its subsidiary, JTM, Inc. (d/b/a Motor City Sunroof); (ii) Ideal Accents Inc.
      (Ann Arbor); (iii) Ideal Accents, Inc. (Taylor); and (iv) T.O.E., Inc. In the
      Detroit market, these Subsidiaries, at their peak, serviced up to 78% of the
      new
      vehicle dealers. Prior to the Petition Date, operations of all four U. S.
      Subsidiaries were consolidated into the Ferndale location, and, as explained
      below, assets were transferred to a senior secured creditor in return for the
      forgiveness of certain debt.




2


The
      Canadian Subsidiary Operations - incorporated under the laws of Canada - include
      two wholly-owned Subsidiaries: (i) Ideal Accents Holdings Inc and its two
      subsidiaries, Somani Holdings, Inc. (d/b/a/ Automotive Sunroof Company) and
      AutoFun Canada, Inc. and (ii) Ideal Accents (Nova Scotia) Company. In the
      Toronto market, these Subsidiaries, at their peak, serviced up to 40% of the
      new
      vehicle dealers.




The
      Subsidiaries were authorized by leading tier one suppliers to Original Equipment
      Manufacturers (“OEM”s) like General Motors, Ford and Toyota to sell and install
      their accessory products on vehicles in the aftermarket.




Through
      its Subsidiaries, Ideal provided the sales and installation of automobile
      styling accessories, vehicle electronics and performance enhancements for all
      makes and models of vehicles. The Company’s automotive styling accessories
      included: sunroofs, leather seats, wood dashboards, custom wheels and exterior
      parts such as spoilers, ground effects, etc. The Company’s vehicle electronics
      included: vehicle tracking systems, keyless entry systems, remote starter
      systems, global positioning satellite (“GPS”) navigation systems, auto
      televisions, auto personal computers, auto stereo systems and other automobile
      entertainment systems. The Company’s performance enhancement items included:
      modified exhaust systems and engine modifications. Substantially all of Ideal’s
      business was conducted through the new car dealerships who sold its accessories
      as enhancements to new vehicles.




A
      small
      part of Ideal’s business (less than 10% of Ideal’s total sales) was retail
      business provided to customers who sought these same accessorization services
      directly from the Company. These services were offered through four installation
      shops in the Detroit, Michigan area and one installation shop in Toronto,
      Ontario, Canada. In addition to these shops, the Subsidiaries employed Mobile
      Installation Units, which offered dealers fast, efficient installation service
      of some of Ideal’s products right on-site. The Subsidiaries’ direct client, in
      most instances, was the dealer and the Subsidiaries were paid by the dealer.




AutoFun
      was a consulting firm that provided consulting, financial and strategic planning
      services to companies in the automotive accessorization industry.




Ideal’s
      Subsidiaries are as follows:




COMPANY
            
            FORM
                OF
              ORGANIZATION
            
            DATE
                OF
              INCORPORATION
            
            LOCATIONIdeal
                Accents, Inc. (Ferndale)
            
            Michigan
                Corporation
            
            June
                4, 1981
            
            Detroit,
                Michigan, USAIdeal
                Accents, Inc. (Ann Arbor)
            
            Michigan
                Corporation
            
            May
                8, 1992
            
            Detroit,
                Michigan, USAIdeal
                Accents, Inc. (Taylor)
            
            Michigan
                Corporation
            
            August
                22, 1996
            
            Detroit,
                Michigan, USAT.O.E.,
                Inc.
            
            Michigan
                Corporation
            
            April
                13, 1990
            
            Detroit,
                Michigan, USASomani
                Holdings Inc.
            
            Ontario
                Corporation
            
            May
                3, 1988
            
            Toronto,
                Ontario, CanadaAutoFun
                Canada, Inc.
            
            Ontario
                Corporation
            
            June
                30, 1999
            
            Toronto,
                Ontario, Canada





3


Ultimately,
      the Company was not successful in its business, which resulted in the Company
      filing a voluntary petition for relief under the Bankruptcy Code and ceasing
      all
      of its business operations




Employees .
      Ideal
      currently has one part-time employee, Karim Suleman, the Company’s Chairman,
      President, Chief Executive Officer, Chief Financial Officer, Secretary and
      Treasurer. Mr. Suleman does not receive any salary or wages from the Company
      or
      its Subsidiaries.




None
      of
      Ideal’s employees were represented by a labor contract. Prior to ceasing its
      operations, all of the employees in the US Subsidiaries and in the corporate
      head office at Ferndale, including the CEO, were leased employees and were
      paid
      through an employee leasing service. The employee leasing service performed
      all
      the administrative functions associated with maintaining employees on a company
      payroll functions like tax withholding, insurance premium deductions,
      compensation claims, etc. None of the employees in the Canadian Subsidiaries,
      were leased employees. The administrative functions associated with these
      Canadian employees were performed in-house.




**RISK
      FACTORS**




GOING
      CONCERN QUALIFICATION. Filing a Chapter 11 Plan does not in any way assure
      Ideal’s survival. It simply provides Ideal a chance to reorganize itself so as
      to give it a chance to re-commence operations. However, Ideal’s emergence from
      Chapter 11 itself is contingent upon a number of factors, some of which are
      discussed below and elsewhere in this filing.




SECURING
      POST PETITION FINANCING. Ideal has been and will continue to incur
      administrative expenses during the Chapter 11 case. Its ability to pay for
      these
      expenses will depend on securing post-petition financing. The Trustee has
      negotiated an agreement between the Trustee and Tryant Ideal Accent, LLC
      (“Tryant”), which authorizes the Trustee to obtain post-petition financing of up
      to $75,000.00 for the Company’s bankruptcy estate, and grants to Tryant, among
      other things, super priority administrative expense status to secure repayment
      thereof pursuant to the terms and provisions of a Convertible Note and Salient
      Plan Terms, which embody the terms of the agreement. In addition to providing
      post-petition financing for the Company to pay its administrative expenses,
      the
      agreement with Tryant outlines the terms and conditions under which Tryant
      has
      agreed to fund the Company’s emergence from bankruptcy, as described below. On
      March 15, 2007, the Bankruptcy Court entered an order approving the
      post-petition financing agreement.




4


SALIENT
        TERMS OF PROPOSED CHAPTER 11 PLAN. The Company has no assets other than its
        name
        and trading symbol. Accordingly, Tryant has offered to lend to the Debtor’s
        estate the sum of $75,000.00 as part of a series of transactions (the
“Transactions”) that will be implemented under a chapter 11 plan to be filed by
        the Trustee (the “Plan”), whereby Tryant will (i) be entitled to receive newly
        issued stock of the Company (“Stock”) in repayment of its loan, (ii) purchase
        additional newly issued shares of Stock, and (iii) grant a put option to
        creditors of the Company, who will receive newly issued Stock toward
        satisfaction of their claims. If the Bankruptcy Court approves the Trustee’s
        Plan, Tryant will acquire 95% of the total newly issued and outstanding Stock,
        and with the intent of using the Company’s public trading symbol and
        re-commencing operations, enter into a Merger Agreement (defined below with
        a
        target company). Creditors will receive Stock, the option to put the Stock
        to
        Tryant for a fixed price, and the possibility of a pro rata cash distribution.
        Equity holders will retain Stock. The salient terms of Tryant’s proposed
        Transactions are:




A.  Tryant
      will lend the sum of $75,000.00 to the Company’s bankruptcy estate to cover the
      costs and expenses that the Trustee will incur to conduct and conclude the
      Transactions, including seeking confirmation of the Plan, and other
      administrative actions on behalf of the estate. If the Plan is confirmed, there
      will be a reverse stock split of all of the Company’s issued and outstanding
      shares, except for approximately 25,000 shares which shall be left outstanding
      in the public float, resulting in a total of 2 million shares of Stock
      outstanding. Except as noted below, the shares of Stock to be issued under
      the
      confirmed Plan will be exempt from registration requirements under the
      Securities and Exchange Act of 1933, as amended pursuant to Bankruptcy Code
§
1145.




B.  Tryant
      will be repaid its $75,000 loan to the Debtor solely by the issuance of
      1,000,000 unrestricted shares of newly issued common Stock.




C.  Tryant
      will purchase an additional 900,000 restricted shares of newly issued Stock
      for
      a purchase price of $125,000. These funds will also defray the administrative
      costs of the Company’s chapter 11 case. Any funds left remaining after all
      administrative expenses are satisfied will be distributed first to priority
      creditors and then pro rata to general unsecured creditors of the
      Company.




D.  75,000
      unrestricted shares of Stock will be distributed pro rata to creditors having
      allowed claims, representing 3.75% of the total issued and outstanding Stock.




E.  The
      75,000 shares of Stock issued to creditors may, at any time, be “put” to Tryant
      for $1.10 per share (the “Put”) until the date that is (the “Put Expiration
      Date”): (i) 30 days after the creditors are given notice from the Trustee
      concerning the “Jumbo 8K”, or like filing, filed by the Merger Target in
      connection with the Merger closing, or (ii) if earlier, the date that is one
      year following the Sale Closing. Tryant will deposit and hold in trust the
      sum
      of $82,500 in an unencumbered segregated account with which to pay the Put
      if
      and to the extent it is exercised. To the extent that any Puts are not exercised
      by the Put Expiration Date, the cash remaining in said account shall be
      disbursed back to Tryant.




F.  Tryant
      will identify and enter into agreements and other documents with respect to
      a
      merger transaction (the “Merger Agreement”) with a target company (the “Merger
      Target”), which will tender shares of its stock in a reverse merger with the
      Debtor.




G.  25,000
      unrestricted shares in the public float will be retained by existing
      shareholders representing 1.25% of the total issued and outstanding Stock.




If
      the
      Plan is not confirmed, the $75,000 post-petition financing shall be repaid
      to
      Tryant, less any sums required to pay the statutory fees of the U.S. Trustee
      and
      the Trustee’s commissions and administrative expenses. Tryant shall receive for
      the unpaid financing, a super priority administrative expense claim, which
      shall
      be higher in priority of repayment than all other administrative expenses under
      Bankruptcy Code §§ 503 and 507, subordinate only to the Trustee’s commissions
      and professional fees, administrative expenses, and the statutory fees of the
      United States Trustee.




5


If
      the
      Plan is not confirmed, the Company’s chapter 11 case may be converted to a
      chapter 7 liquidation case, in which event, Ideal’s shareholders will lose their
      entire investment. Although the Trustee has negotiated the Transactions and
      is
      taking steps to implement them, there can be no assurances that the Bankruptcy
      Court or the Company’s creditors, shareholders, or parties in interest,
      including regulatory agencies such as the Office of the United States Trustee
      or
      the Securities and Exchange Commission, will approve the Transactions. Neither
      can there be any assurances that a merger transaction will be consummated with
      any party.




THE
      COMPANY IS NOT AN OPERATING COMPANY AND DOES NOT HAVE ANY SIGNIFICANT CAPITAL.
      Because the Company has little or no capital, it closed down its operations
      and
      there is little chance that operations will recommence, as a result of such
      limited capital, unless a Plan is confirmed for it and it enters into a merger
      transaction with an operating entity as described above.




CONTINUING
      SIGNIFICANT UNCERTAINTIES AND BANKRUPTCY. The Company will remain subject to
      the
      review and oversight of the Bankruptcy Court at least until a Plan is confirmed,
      substantially consummated and the Bankruptcy Court enters a Final Decree closing
      the Company’s bankruptcy case. On this basis, the Company will be subject to
      continuing uncertainties and there can be no assurance the Company will emerge
      from bankruptcy or that the Company will not have substantial and significant
      financial problems.




LIMITED
      PUBLIC MARKET. There is a limited trading market for the common stock, and
      there
      is no guarantee that a continuous liquid trading market will subsequently
      develop. There can be no assurance that the Company’s common stock will ever
      gain any liquid trading volumes in any other market or gain listing on any
      stock
      exchange. Further, the Company’s common stock is a “Penny Stock” and as such,
      the ability of the Company to gain a liquid trading market for it will be
      inhibited by various regulations and there can be no assurance that any liquid
      trading market for the Company’s common stock will ever develop or, if it does
      develop, that it can be maintained.




ONE
      DIRECTOR, ABSENCE OF AUDIT COMMITTEE AND INDEPENDENT DIRECTORS. Since October
      24, 2004 the Company has had only one Director: Mr. Karim Suleman, who is also
      the sole officer of the Company. Although the Company believes that its Director
      is able to undertake and fulfill his obligations with respect to the corporate
      governance of the Company, the Company does not have an independent audit
      committee or any independent members of its Board of Directors and given the
      Company’s circumstances there is no present likelihood that the Company will be
      successful in obtaining the services of any persons who would be willing to
      serve as independent Directors or serve on an audit committee.




6


**ITEM
      2.** **DESCRIPTION
      OF PROPERTY** .




CERTAIN
      DISCUSSIONS WHICH FOLLOW REGARDING THE DESCRIPTION OF THE PROPERTY REFER TO
      THE
      OPERATING BUSINESS PRIOR TO THE FILING OF THE CHAPTER 11 BANKRUPTCY PROCEEDINGS
      ON OCTOBER 13, 2004. THE COMPANY HAS CEASED ITS OPERATIONS AND NO LONGER
      OPERATES OR UTILIZES ANY FACILITIES. The Company’s mailing address is: c/o
      Windels Marx Lane & Mittendorf, LLP, 156 west 56 th Street,
      New York, New York 10019, Attention: Alan Nisselson, Trustee.




7


Ideal
      had
      (prior to filing the Chapter 11 proceedings) the following facilities, which
      it
      used in the operation of its business.




**Name**
            
            **Ideal
                Accents, Inc.**
              **(Ferndale)**
            
            **T.O.E.,
                Inc.**
            
            **Ideal
                Accents,**
              **Inc.
                (Taylor)**
            
            **Ideal
                Accents,**
              **Inc.
                (Ann Arbor)**
            
            **Somani
                Holdings**
              **Inc.****Address**
            
            10200
                W. Eight Mile Rd.
              Ferndale,
                MI
              48220
              $8,100/month
                (net)
            
            Consolidated
                into the Ferndale Facility in September 2004
            
            Consolidated
                into the Ferndale Facility in March 2004
            
            Consolidated
                into the Ferndale Facility on March 31, 2004
            
            595
                Middlefield Rd. Units 11 & 12 Scarborough, ON, Canada M1V
                3S2
              $2,881/month
                (gross)**Possession**
            
            4
                Years and 10 months with one six-year option to renew1
            
            
            
            
            
            
            
            3
                Year lease
              with
                option to renew2**Total
                sq ft**
            
            28,000
                sq. ft
            
            
            
            
            
            
            
            6,255
                sq. ft**Office
                Area**
            
            10,000
                sq. ft
            
            
            
            
            
            
            
            800
                sq. ft**Installation
                Area**
            
            18,000
                sq. ft
            
            
            
            
            
            
            
            5,455
                sq. ft**Installation
                Bays**
            
            20
            
            
            
            
            
            
            
            11**Total
                Employees**
            
            51
            
            
            
            
            
            
            
            15**Equipment
                & Tools**
            
            Air
                chisel gun, Electric shears, air compressor, assorted hand
                tools
            
            
            
            
            
            
            
            Air
                chisel gun, Electric shears, air compressor, assorted hand
                tools**Condition
                of Exterior**
            
            Good
            
            
            
            
            
            
            
            Good**Condition
                of Interior**
            
            Good
            
            
            
            
            
            
            
            Good**Insurance**
            
            Adequate
            
            
            
            
            
            
            
            Adequate





1
              This
                  was a l5-year net/net lease that commenced on November 1, 1999,
                  and ends
                  on October 31, 2014. The Company re-negotiated this lease during
                  2003. The
                  new lease meets the criteria for an operating lease under FAS 13
                  and has a
                  term of four years and ten months with an option to renew for six
                  years.
                  We no longer have an option to acquire the property. Rents escalate
                  during
                  the term as set out below.
 
 November
        1, 2005 to October 31, 2008 @ $ 8,725.00 per month
 November
        1, 2008 to October 31, 2011 @ $ 9,400.00 per month
 November
        1, 2011 to October 31, 2014 @ $10,125.00 per month
 
 2
              This
                  lease became a month-to-month lease as of February 28,
                  2004.




8


On
      the
      Effective Date of the Plan all executory contracts and unexpired leases will
      be
      deemed rejected. The Company will have no obligations or liabilities under
      the
      rejected contracts or leases other than to pay rejection damages claim that
      are
      allowed by the Bankruptcy Court and pursuant to the Bankruptcy
      Code.




**ITEM
      3.** **LEGAL
      PROCEEDINGS.**




As
      stated
      above in Part I, Item I “Notice of Filing of Bankruptcy Petition”, on October
      13, 2004, Ideal commenced a bankruptcy case by filing a voluntary petition
      for
      relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On
      January 5, 2005, Ideal filed Chapter 11 petitions for two of its non-operating
      U.S. Subsidiaries: Ideal Accents, Inc. (Ferndale) and T.O.E., Inc. (“U.S.
      Subsidiaries”).




Ideal
      Accents, Inc., Ideal Accents, Inc. (Ferndale), and T.O.E., Inc. (collectively,
      the “Debtors”) remained in possession of their property and continued in the
      management and operations of their affairs as debtors-in-possession pursuant
      to
      sections 1107 and 1108 of the Bankruptcy Code until the Trustee was appointed
      pursuant to a Bankruptcy Court order dated December 4, 2006. No committee has
      been appointed to date.




An
      employment discrimination action has been brought against Ideal by a former
      employee of one of Ideal’s subsidiaries and is under investigation by the Equal
      Employment Opportunity Commission.




Brief
      Explanation of Chapter 11




Chapter
      11 of the Bankruptcy Code provides the principal framework for the
      reorganization of the financial affairs of businesses and, in some instances,
      individuals. The filing of a petition in bankruptcy creates an estate comprised
      of all the debtors’ interest in property of any type as of the date the petition
      is filed. In a chapter 11 case, the debtor is typically authorized to remain
      in
      possession and control of its property and assets and in operation of its
      business as a “debtor-in-possession.” The appointment of a trustee removes the
      debtor from possession and control of its property and assets and the management
      of its operations and places them with the trustee. Upon the commencement and
      during the pendency of the case, the Bankruptcy Code imposes an automatic stay
      against attempts by creditors of the debtor to collect or enforce, through
      litigation or otherwise, claims against the debtor that arose prior to the
      commencement of the bankruptcy proceedings. In a chapter 11 case, the automatic
      stay provisions of the Bankruptcy Code are designed to allow the debtor or
      trustee, as the case may be, time to develop, propose, confirm and implement
      a
      plan of reorganization that will provide for the payment and/or discharge of
      claims. The Bankruptcy Code also provides the debtor with an exclusive period
      of
      time (which may be extended) during which only the debtor may file and seek
      acceptances of a plan. That exclusive period ends, however, upon the appointment
      of a trustee.




A
      plan of
      reorganization sets for the proposed method of compensating the holders of
      claims against and interests in the debtor. The plan of reorganization may
      provide for reorganization of the debtor’s affairs, liquidation of the assets of
      the debtor’s estate, or a combination thereof. After the plan of reorganization
      has been filed, the holders of claims against and/or interests in a debtor
      may
      be permitted to vote to accept or reject the plan. The Bankruptcy Court must
      find that the plan of reorganization has received sufficient acceptances to
      satisfy the voting requirements of the Bankruptcy Code and meets a number of
      other statutory tests before it may confirm the plan of reorganization. These
      tests are designed to protect the rights of holders of claims or interests
      who
      do not vote to accept the plan of reorganization but who will nonetheless be
      bound by the plan’s provisions if it is confirmed by the Bankruptcy
      Court.




9


Section
      1125 of the Bankruptcy Code requires a plan proponent, before soliciting
      acceptances of the proposed plan, to prepare a disclosure statement containing
      adequate information of such kind, and in such detail, as to enable a
      hypothetical reasonable investor to make an informed judgment about the plan.




The
      Trustee is drafting a disclosure statement to be sent with the Plan and a ballot
      to all eligible voting creditors and interest holders.




**ITEM
      4.** **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.**




The
      shareholders of Ideal did not vote on any matters during the year ended December
      31, 2006.




**PART
      II**




**ITEM
      5.** **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**




Ideal’s
      Common Stock is quoted on the National Association of Securities Dealers’ OTC
      Bulletin Board under the symbol IACE. Ideal’s shares were listed on the OTC
      Bulletin Board as of February 10, 2004 and did not trade during
      2003.




As
      of
      December 31, 2006, the number of record holders of Common Stock was
      approximately 608. The most recent bid price for the Company’s shares of common
      stock was $0.007 per share.




The
      following table sets forth, for the quarter indicated, the range of high and
      low
      bid prices of the Company’s commons stock:




HIGH
                (in cents)
            
            LOW
                (in cents)Fiscal
                2006
            
            
            .040
            
            
            .010March
                31
            
            
            .040
            
            
            .025June
                30
            
            
            .025
            
            
            .020September
                30
            
            
            .025
            
            
            .020December
                31
            
            
            .035
            
            
            .010





DIVIDENDS.




Ideal
      has
      not declared any cash dividends on its common stock. Ideal had planned to retain
      any future earnings for use in the expansion of its business. Any decisions
      as
      to future payment of dividends will depend on our earnings, financial position,
      and such other factors, as the Board of Directors deems relevant.




10


SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.




On
      December 13, 2001 Ideal adopted the 2001 Stock Option Plan (the “Option Plan”)
      under which its officers, directors, consultants, advisors and employees could
      receive stock options. The aggregate number of shares that could be issued
      under
      the Plan is 5,000,000 shares. The purpose of the Option Plan was to assist
      Ideal
      and its subsidiaries and affiliates in attracting and retaining qualified
      individuals to serve as directors, officers, consultants, advisors, and
      employees of the Company who would contribute to Ideal’s success and to achieve
      long-term objectives that will inure to the benefit of all shareholders of
      Ideal. Options granted under the Option Plan would be either “incentive stock
      options,” intended to qualify as such under the provisions of Section 422 of the
      Internal Revenue Code of 1986, as amended (the “Code”) or “nonqualified stock
      options.” For purposes of the Option Plan, the term” subsidiary” shall mean”
subsidiary corporation,” as such term is defined in section 424(f) of the Code,
      and “affiliate” have the meaning set forth in Rule 12b-2 of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”).




The
      Option Plan was administered by a Committee of the Board of Directors who
      establish the terms under which options are granted. No options have been
      granted under the Option Plan as of the date of this report.




RECENT
      SALES OF UNREGISTERED SECURITIES.




During
      the year ended December 31, 2006, the Company did not issue any shares in its
      common stock.




**ITEM
      6.** **MANAGEMENT’S
      DISCUSSION AND ANALYSIS.**




FORWARD-LOOKING
      STATEMENTS. The statements contained in this report on Form 10-KSB which are
      not
      historical facts, including (without limitation) in particular, statements
      made
      in this Item, may contain forward-looking statements that are subject to
      important factors that could cause actual results to differ materially from
      those in the forward-looking statement, including (without limitation) product
      demand; the effect of economic conditions; the impact of competitive services,
      products, pricing; product development; parts supply restraints or difficulties;
      industry regulation; the continued availability of capital resources and
      financing and other risks set forth or incorporated herein and in Ideal’s
      Securities and Exchange Commission filings. Ideal does not undertake to update
      any forward-looking statement that may be made from time to time by or on its
      behalf.




INTRODUCTION.
      Ideal sold and installed a wide range of automotive aftermarket accessories
      primarily to new vehicle dealers in Detroit, Michigan and Toronto (Scarborough),
      Ontario, Canada.




Ideal
      generated revenues by the sale and installation of the following accessories:
      Power Moonroofs, Manual & Topsliding Sunroofs, Carriage Roofs, Custom Tops,
      Leather Seat Covers and Trim, Spoilers, Wood Dashes, Ground Effects, Truck
      Accessories, Mobile Electronics, Entertainment Systems, Navigation Systems,
      Telematics, and other Styling and Functional Accessories.




11


On
      October 13, 2004, Ideal filed a voluntary petition under chapter 11 of title
      11
      of the United States Code with the U.S. Bankruptcy Court of the Southern
      District of New York. The assigned case number is 04-16632.




The
      following discussion and analysis of Ideal’s financial condition and results of
      operations should be read in conjunction with the financial statements appearing
      in this Form 10KSB.




EVENTS
      LEADING TO CHAPTER 11 FILING. On October 13, 2004, Ideal filed a voluntary
      petition under chapter 11 of title 11 of the United States Code with the U.S.
      Bankruptcy Court of the Southern District of New York. The assigned case number
      is 04-16632.




During
      the two years prior to the Petition Date, Ideal and its Subsidiaries
      operated at a significant loss. On a consolidated basis, in 2002, Ideal incurred
      losses of $1,235,251 on sales of $8,773,668; and in 2003, Ideal incurred losses
      of $1,388,521 on sales of $7,573,344. Ideal also incurred one-time costs
      associated with the registration of its shares and its commencement of trading
      on the OTC Bulletin Board. Ideal’s objective for 2004 was to achieve
      consolidated annualized sales of up to $12,500,000 and a positive bottom line
      through a growth strategy that included the acquisition of owner-operated
      installation shops.




Ideal
      was
      unable to achieve its intended results due in part to a slowdown in the
      automotive industry. This industry-wide slowdown caused Ideal to revise its
      projected sales goals, acquisition strategy, and projected earnings.
      Accordingly, Ideal’s plan to meet operating and financing needs for July 2004 -
      December 2004 was to seek alternate sources of equity and debt financing to
      support operations. Ideal’s principal stockholders had extended short-term loans
      to certain of the Subsidiaries. As an additional source of short-term funding,
      the Subsidiaries sold certain accounts receivable at a discount from their
      face
      value to a receivables “factoring” company. Due to continued shortfalls in
      revenue and an inability to obtain financing, beginning in the summer of 2004,
      Ideal and its Subsidiaries began experiencing financial difficulties. Cost
      cutting measures were implemented, including consolidating Ideal’s Troy,
      Michigan facility into our Ferndale, Michigan facility. On September 30, 2004,
      Ideal had only two operating facilities remaining: one in Ferndale, Michigan;
      the other in Scarborough, Ontario.




From
      June
      30, 2004 to September 30, 2004, Ideal’s assets declined from $1,313,210 to
      $294,163 primarily due to significant declines in accounts receivable and
      inventory. The decline in accounts receivable was attributed both to reductions
      in Ideal’s business and significantly greater factoring of receivables
      necessitated by its liquidity needs. The decline in inventory was attributed
      to
      Ideal’s inability to maintain substantial inventories with its financial
      resources. The September 30, 2004 balance sheet also reflected negative working
      capital of $2,406,000 and total stockholders deficit in excess of $3,400,000.
      The latter amount included related-party indebtedness of approximately
      $1,000,000, the major portion of this indebtedness owing to A VG (OEAM),
      Inc.




In
      September 2004, two of Ideal’s U.S. Subsidiaries, Ideal Accents Inc. (Ferndale)
      and T.O.E., Inc., both operating out of the Ferndale, Michigan facility, were
      notified by Citizens Bank that they were in default of a certain indebtedness
      that had an outstanding principal balance of approximately $230,000.00. In
      response, Ideal decided to surrender specified assets at the Ferndale facility
      in exchange for a release and discharge of Citizens Bank’s liens on assets of
      the two U.S. Subsidiaries. These assets were surrendered on October 8, 2004.
      The
      Ferndale operating facility was shut down shortly thereafter. At that point,
      Ideal had only one operating facility remaining in Scarborough,
      Ontario.




12


Due
      to
      the apparent insolvency of Ideal, the possible de-listing of Ideal’s stock from
      the OTC Bulletin Board, and an attempt to reduce secured loan obligations,
      Ideal
      was concerned that, among other things, Canadian insolvency laws might require
      commencement of a Canadian insolvency proceeding or that Canadian creditors
      might commence involuntary proceedings. For these reasons, among others, Ideal
      commenced its Chapter 11 proceeding in order to preserve the estate’s value and
      to prevent a race by creditors to foreclose on estate property.




To
      preserve the rights of its two U.S. Subsidiaries, Ideal Accents Inc. (Ferndale)
      and T.O.E., Inc. to pursue avoidance actions, Ideal filed Chapter 11 petitions
      for these Subsidiaries in the same Bankruptcy Court as Ideal’s on January 5,
      2005. Ideal has since applied for and been granted an order to jointly
      administer all three Bankruptcy cases. Upon the s *ua
      sponte* motion
      of the Bankruptcy Court and a hearing held on November 27, 2006, the Bankruptcy
      Court, by Order dated November 28, 2006, directed the appointment of a trustee
      for the Company’s jointly administered estates. Upon application of the United
      States Trustee and by Order dated December 4, 2006, Alan Nisselson was appointed
      trustee for the Company’s, Ferndale’s and T.O.E. estates pursuant to Bankruptcy
      Code §1104(d).




CLOSING
      OF REMAINING OPERATIONS. In light of the continued operating losses at the
      Scarborough facility, owned by Somani Holdings, Inc. (“Somani”), a Canadian
      Subsidiary of Ideal, Ideal seriously contemplated shutting down this facility
      as
      well. Before it did, however, it attempted to negotiate the sale of Somani
      to
      its employees. These talks carried over into April 2005 but were unsuccessful
      in
      the end. In the absence of additional external funding, Ideal had no choice
      but
      to close Somani’s operations on April 30, 2005. Ideal has no operating
      facilities currently.




As
      of
      December 31, 2006, the Company had no assets, current liabilities of $556,748
      and total liabilities of $3,799,619. During the twelve month period ending
      December 31, 2006, Ideal had no operating subsidiaries, no operating revenues
      and suffered a net loss, which includes reorganization costs, of
      $103,976.




The
      Company, as of the date of filing of this report, is a “shell” as defined in
      Rule 12(b)-2 of the Exchange Act, having both assets and operations that are
      only “nominal”. The Company recognizes the possibility that, if additional funds
      are not raised or the Company does not undertake a merger transaction with
      an
      operating company or a company with substantial assets, the Company’s assets, if
      any, could be liquidated or otherwise reduced. Because the Company does not
      have
      sufficient funds to operate, it plans to seek, evaluate and possibly enter
      into
      a merger with candidates with operating businesses and complete an acquisition
      or merger with one of these candidates. Whether Ideal will be successful in
      finding a suitable merger-partner is highly uncertain.




CHAPTER
      11 PROGRESS. The Trustee’s agreement with Tryant requires that the Bankruptcy
      Court enters an order confirming a chapter 11 plan containing the Salient Plan
      terms described in more detail in the Risk Factors Section, by May 30, 2007.
      The
      Trustee has a drafted a Plan, disclosure statement and ancillary documents
      in
      order to file the plan and disclosure statement, solicit acceptances and
      negations, and obtain Bankruptcy Court approval by that date. Whether creditors
      and interest holders will accept the Plan, whether parties-in-interest such
      as
      creditors, the Office of the United States Trustee or the Securities and
      Exchange Commission will object to confirmation of the Plan, whether the
      Bankruptcy Court will confirm the Plan, is highly uncertain. In addition, there
      is no certainty that the provisions of the Plan providing for the Merger will
      be
      consummated.




13


RECENT
      ACCOUNTING PRONOUNCEMENTS. There are no recently issued accounting standards
      that would have a material impact on the financial statements.




**ITEM
      7.** **FINANCIAL
      STATEMENTS.**




See
      the
      financial statements and report of Rotenberg & Co., LLP set forth in Item
      13, which is incorporated herein by reference.




**ITEM
      8.** **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**




None.




**ITEM
      8a CONTROLS AND PROCEDURES.**




(a)
            Disclosure
                Controls and Procedures. The Company’s management, with the participation
                of its principal executive officer/principal financial officer has
                evaluated the effectiveness of the Company’s disclosure controls and
                procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
                under
                the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as
                of the end of the period covered by this report. Based on such evaluation,
                the principal executive officer/principal financial officer of the
                Company
                has concluded that, as of the end of such period, the Company’s disclosure
                controls and procedures are
                effective.




(b)
            Internal
                Control Over Financial Reporting. There have not been any changes
                in the
                Company’s internal control over financial reporting (as such term is
                defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
                during
                the fourth quarter of 2005 that have materially affected, or are
                reasonably likely to materially affect, he Company’s internal control over
                financial reporting.




**ITEM
      8B. OTHER INFORMATION.**




Upon
      the *sua
      sponte* motion
      of
      the Bankruptcy Court and a hearing held on November 27, 2006, the Bankruptcy
      Court, by Order dated November 28, 2006, directed the appointment of a trustee
      for the Company’s jointly administered estates. Upon application of the United
      States Trustee (the “UST”) and by Order dated December 4, 2006, Alan Nisselson
      (the “Trustee”) was appointed trustee for the Company’s, Ferndale’s and T.O.E.
      estates pursuant to Bankruptcy Code §1104(d).




14




**PART
      III**




**ITEM
      9.** **DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT**




BOARD
      OF
      DIRECTORS




The
      following individual is the sole member on the Board of Directors of Ideal.
      The
      director will serve until the next meeting of shareholders or until replaced.




Karim
              K. Suleman
            Chairman
                of the Board of Directors and
                Director





MANAGEMENT




Karim
              K. Suleman
            CEO,
                President, CFO, Secretary and
                Treasurer





KARIM
      SULEMAN, CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER,


CHIEF
      FINANCIAL OFFICER, SECRETARY AND TREASURER


AGE:
      46




Mr.
      Suleman holds Bachelors Degrees in Commerce and Law from the University of
      British Columbia and has been involved in business development since 1987.
      Mr.
      Suleman has experience in the development of several businesses, including
      a
      real estate development firm, two publicly held high-tech companies and a
      garment import and distribution company. Mr. Suleman’s expertise includes
      strategic management, business operations, personnel development, and public
      finance. In 1999, Mr. Suleman co-founded with Mr. Somani (see above) AutoFun
      Canada, Inc., a consulting firm to the automotive aftermarket industry. Mr.
      Suleman has served as Vice President, Business Development of Automotive Sunroof
      Company (Pickering) since 1996 and as President of AutoFun Canada, Inc. since
      1999. Mr. Suleman regularly devotes approximately 10 hours each month to the
      operation of Ideal and has other business activities outside of
      Ideal.




Legal
      Proceedings .
      No
      officer or director or significant employee of Ideal has been involved in legal
      proceedings that would be material to an evaluation of our
      management.




COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires the Company’s Directors and officers, and persons who own more than 10%
      of a registered class of the Company’s equity securities (“Section 16 Persons”),
      to file with the Securities and Exchange Commission (the “SEC”) initial reports
      of ownership and reports of changes in ownership of Common Stock and other
      equity securities of the Company. Section 16 Persons are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) reports
      they
      file. Based on the Company’s review of the forms it has received, on other
      reports filed by Section 16 Persons with the SEC and on the Company’s records,
      the Company believes that during 2006, its officers, directors and greater
      than
      ten percent beneficial owners complied with all applicable Section 16(a) filing
      requirements.




15


**ITEM
      10.** **EXECUTIVE
      COMPENSATION.**




The
      following summary compensation table sets forth the cash compensation earned
      for
      the fiscal years ended December 31, 2005 and 2006, by Ideal’s highest
      compensated executive officers and the compensation to be paid to such officers
      in 2007.




NAME
                & PRINCIPAL POSITION
            
            YEAR
            
            SALARYKarim
                Suleman, Chairman, President, CEO, CFO, Secretary, Treasurer &
                Director
            
            
            2007
            
            $
            02006
            
            $
            02005
            
            $
            0





Note:
      Ideal has entered into no employment agreements with Mr. Suleman. Ideal is
      in
      Chapter 11 proceedings and is currently not paying any salaries.




As
      of the
      date hereof there have been no stock options issued pursuant to the 2001 Stock
      Option Plan and no warrants or other rights to acquire securities
      outstanding.




**ITEM
      11.** **SECURITY
      OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.**




Ideal
      has
      15,563,252 shares of common stock issued and outstanding. Ideal’s wholly owned
      subsidiary, Ideal Accents Holdings, Inc. has 4,312,450 “exchangeable” shares
      issued and outstanding. Ideal entered into an Exchangeable Shares Support
      Agreement dated December 13, 2001 among Ideal, Ideal Accents (Nova Scotia)
      Company and Ideal Accents Holdings, Inc. Pursuant to this agreement, the
      exchangeable shares (i) carry voting rights of one vote per share on all matters
      coming before the shareholders of Ideal and (ii) are exchangeable at any time
      for common stock of Ideal. Consequently, for purposes of describing shareholder
      voting rights, Ideal has included in the table below the number of common shares
      of Ideal and the number of exchangeable shares of Ideal Accents Holdings, Inc.
      held by the officers and directors of Ideal. The last column of the table below
      reflects the voting rights of each officer and/or director as a percentage
      of
      the total voting shares (common shares of Ideal and exchangeable shares of
      Ideal
      Accents Holdings, Inc.). The total number of voting shares, including the common
      shares of Ideal and exchangeable shares of Ideal Accents Holdings, Inc., is
      19,875,702 shares. Other than Joseph O’Connor, Ayaz Somani, Karim Suleman and A
      VG (OEAM) Inc., no party holds more than 5% of the aggregated outstanding common
      shares of Ideal and outstanding exchangeable shares of Ideal Accents Holdings,
      Inc.




16




**Name
                and Address**
              **Of
                Beneficial Owner**(3)
            
            **Common
                Stock**
              **Of
                Ideal**
            
            **Exchangeable**
              **Shares
                of**
              **Ideal
                Accents**
              **Holdings,
                Inc.**
            
            **Percentage
                of**
              **Class
                Held**
            
            **Total**
              **Number
                of**
              **Shares
                Entitled**
              **to
                Vote**
            
            **Percentage
                of**
              **Voting
                Rights**
              **on
                all Matters**
              **Before
                Ideal**
              **Shareholders**Joseph
                O’Connor, Former Chairman, CEO and Director
            
            4,749,481
                (1)
            
            -0-
            
            30.52%
                of Ideal Common Shares
            
            4,749,481
            
            23.90%James
                Erickson, Former
              Vice
                President T.O.E., Inc
            
            275,000
            
            -0-
            
            1.77%
                of Ideal Common Shares
            
            275,000
            
            1.38%Thomas
                Sullivan, Former
              Vice
                President Ideal Accents, Inc. (Taylor), Secretary and Treasurer T.O.E.,
                Inc.
            
            150,483
            
            -0-
            
            .97%
                of Ideal Common Shares
            
            150,483
            
            0.76
                %George
                Walch, Former
              Secretary
                and Treasurer Ideal Accents, Inc. (Taylor)
            
            75,036
            
            -0-
            
            .48%
                of Ideal Common Shares
            
            75,036
            
            0.38%Ayaz
                Somani, Former President and Director
            
            -0-
            
            2,281,200
                (1) (2)
            
            52.90%
                of Exchangeable Shares
            
            2,281,200
            
            11.48%Karim
                Suleman, Current President and Director
            
            0
            
            2,031,250
                (1)
            
            47.10%
                of Exchangeable Shares
            
            2,031,250
            
            10.22%





COLLECTIVELY,
      THE FORMER AND CURRENT OFFICERS AND DIRECTORS OF IDEAL OWN APPROXIMATELY 48.12%
      OF ALL SHARES ELIGIBLE TO VOTE ON MATTERS TO BE DECIDED BY SHAREHOLDERS OF
      IDEAL.




(1)
            Shares
                held by Messrs. O’Connor, Suleman, Somani and Mr. Somani’s wife, are
                subject to a performance escrow pursuant to which such shares will
                only be
                released from escrow upon Ideal’s attaining certain financial
                targets.




Joseph
      P.
      O’Connor, Ayaz Somani, Naseem Somani, and Karim Suleman*, all former directors
      or family members of directors of Ideal, placed the following shares in escrow
      with the law firm, McLeod Dixon LLP, Toronto, Canada, as Escrow Agents under
      an
      Escrow Agreement with Ideal.




17


The
      shares held in escrow are as follows:




Joseph
                O’Connor
            
            4,749,481
            
            Common
                SharesAyaz
                Somani
            
            1,520,800
            
            Exchangeable
                SharesNaseem
                Soman
            
            760,400
            
            Exchangeable
                SharesKarim
                Suleman *
            
            2,031,250
            
            Exchangeable
                Shares





The
      shares represent 45.59% of the voting shares entitled to vote on all matters
      before Ideal shareholders (which includes the common shares of Ideal and the
      exchangeable shares of Ideal Accents Holdings, Inc.) and will be released from
      escrow if the following performance targets for Ideal are met:




A
      prorated 25% of each of the parties’ escrowed shares will be released from the
      escrow upon the happening of each of the following performance
      targets:




At
      such
      time as Ideal’s consolidated gross annual revenue reaches $25,000,000 for any
      fiscal year, 25% of the escrowed shares of each party shall be
      released




At
      such
      time as Ideal’s consolidated gross annual revenue reaches $50,000,000 for any
      fiscal year, 25% of the escrowed shares of each party shall be
      released




At
      such
      time as Ideal’s consolidated gross annual revenue reaches $75,000,000 for any
      fiscal year, 25% of the escrowed shares of each party shall be
      released




At
      such
      time as Ideal’s consolidated gross annual revenue reaches $100,000,000 for any
      fiscal year, 25% of the escrowed shares of each party shall be
      released




There
      is
      no assurance that any of the above performance targets will be met. If some
      or
      all of the above performance targets are not met, shares held in escrow will
      remain in escrow indefinitely. These releases from escrow are further
      conditioned on Ideal being profitable, on a pre-tax basis, at the fiscal
      year-end in which the gross annual revenue target was reached or surpassed.
      The
      escrowed shares are not eligible to receive dividends until released from
      escrow. The record owners of the escrowed shares may vote such shares while
      they
      are in escrow. The escrowed shares may be released from the escrow in the event
      of a merger or acquisition of Ideal.




(2)
            760,400
                of Mr. Somani’s exchangeable shares are held by his
                wife.




(3)
            The
                respective addresses of our officers and directors listed above are
                as
                follows:




Joseph
      O’Connor, 27490 Spring Valley, Farmington Hills, MI 48336 USA




Ayaz
      Somani, 151 Sandcherry Court, Pickering, ON LlV 6S8, Canada




Karim
      Suleman*, 5 Mary Elizabeth Cres., Markham, ON L3R 9M2 Canada




18


James
      Erickson, 1223 Lakespur Drive, Kansasville, WI 53138 USA




Thomas
      Sullivan, 1094 Cora, Wyandotte, MI 48338 USA




George
      Walch, 19762 Donna, Livonia, MI 48152 USA




James
      A.
      Ditanna, 200 Fisher Road, Jenkintown, PA 19046 USA




* Current
      officers
      only




**ITEM
      12.** **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS.**




None.




**ITEM
      13.** **EXHIBITS
      AND REPORTS ON FORM 8-K.**




FINANCIAL
      STATEMENTS INCORPORATED BY REFERENCE




The
      Financials Statements and Report of Rotenberg & Co. LLP which are set forth
      in the index to Consolidated Financial Statements on pages F-1 through F-12
      of
      this report are filed as part of this report.




Report
                of Rotenberg & Co. LLP
            F-2Consolidated
                Balance Sheets
            F-3Consolidated
                Statements of Changes in Stockholders’ Deficit
            F-4Consolidated
                Statement of Operations and Comprehensive Loss
            F-5Consolidated
                Statement of Cash Flows
            F-6Notes
                to Consolidated Financial Statements
            F-7





EXHIBITS





Exhibit
              Number
            
            Description31
            
            Certificate
                of CEO/CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232
            
            Certificate
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                200299
            
            Bankruptcy
                Court Order dated December 4, 2006 appointing Alan Nisselson as Trustee
                for the Company.





Forms
      8-K




(1)
            Form
                8-K filed on the 14th day of October, 2004, advising that on October
                13,
                2004, Ideal Accents, Inc (“Ideal”) filed a voluntary Petition for relief
                under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy
                Code”) in the United States Bankruptcy Court for the Southern District
                of
                New York (the “Bankruptcy Court”) (Case No.
                04-16632)




19




(2)
            Form
                8-K filed on the 11th day of November, 2004, advising that on the
                15th day
                of October, 2004, Joseph O’Connor resigned as Chairman and Chief Executive
                Officer of the Company; On the 27th day of October, 2004, Ayaz M.
                Somani
                resigned as Director, President and Chief Financial Officer of the
                Company; Mr. Karim Suleman now remains as our Executive Vice President,
                Chief Financial Officer, Secretary and Sole
                Director.




(3)
            Form
                8-K filed on the 13thday of October, 2006, advising that on October 6, 2006, the Company
                and
                its affiliated debtors-in-possession filed a Chapter 11 Plan of
                Reorganization, related Disclosure Statement and a Motion For An
                Order
                Pursuant To 11 U.S.C. §§ 105, 361 And 364 And Federal Rule Of Bankruptcy
                Procedures 4001 Authorizing Debtor To Obtain And Incur Post-Petition
                Financing (the “Financing Motion”) with the United States Bankruptcy Court
                for the Southern District of New York (the “Court”), specifically Case No.
                04-16632.




**ITEM
      14.** **PRINCIPAL
      ACCOUNTANT FEES AND EXPENSES.**




Audit
      Fees. The Company paid to Rotenberg & Co., LLP audit and audit related fees
      of approximately $3,250 and $2,500 for 2006 and 2005, respectively.




Tax
      Fees.
      The Company paid to Rotenberg & Co., LLP fees for tax services for 2006 and
      2005 of $0 and $0, respectively.




*
      * * *
      *




20


SIGNATURES




Pursuant
      to the requirements of the Section 13 or 15(d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized, on the 30 th day of
      March 2007.




IDEAL
              ACCENTS,
              INC.By:
            /s/ Karim
              SulemanKarim
                Suleman, Chairman, President, Chief
              Executive
                Officer and Chief Financial
              Officer




21




**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**







FINANCIAL
      REPORTS


AT


DECEMBER
      31, 2006












**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**TABLE
      OF CONTENTS**








Consolidated
                Balance Sheets at December 31, 2006 and
                2005
            2Consolidated
                Statements of Changes in Stockholders’ Deficit
                for theYears
                Ended December 31, 2006 and 2005
            3Consolidated
                Statements of Operations and Comprehensive
                Income (Loss) for theYears
                Ended December 31, 2006 and 2005
            4Consolidated
                Statements of Cash Flows for the Years Ended
                December 31,2006
                and 2005
            5Notes
                to Consolidated Financial
                Statements
            6-12









REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors


and
      Stockholders


Ideal
      Accents, Inc. and Subsidiaries


(A
      Florida Corporation)


Miami,
      Florida




We
      have
      audited the accompanying consolidated balance sheets of Ideal Accents, Inc.
      and
      Subsidiaries as of December 31, 2006 and 2005, and the related consolidated
      statements of operations, stockholders’ deficit, and cash flows for each of the
      two years in the period ended December 31, 2006. These consolidated financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall consolidated financial statement
      presentation. We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of December
      31, 2006 and 2005, and the results of its operations and its cash flows for
      each
      of the two years in the period ended December 31, 2006, in conformity with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying consolidated financial statements have been prepared assuming
      Ideal
      Accents, Inc. and Subsidiaries will continue as a going concern. As discussed
      in
      Note A, on
      October 13, 2004, the Company  filed
      a
      voluntary petition under Chapter 11 of Title 11 of the United States Code
      (the “Bankruptcy Code”). This
      condition raises substantial doubt about the Company’s ability to continue as a
      going concern. Management’s plans regarding this matter are described in Note A.
      The consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.














/s/
      Rotenberg & Co., LLP





Rotenberg
      & Co., LLP


Rochester,
      New York


March
      26,
      2007




1




**IDEAL
        ACCENTS INC. AND SUBSIDIARIES**


**(A
        FLORIDA CORPORATION)**
 **Miami,
          Florida**




**CONSOLIDATED
                BALANCE SHEETS**December
                31,
            
            **2006**
            
            2005**ASSETS****Current
                Assets**Cash
                and Cash Equivalents
            
            **$**
            **—**
            
            $
            6,168**Total
                Assets**
            
            **$**
            **—**
            
            $
            6,168**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT****Current
                Liabilities**Bank
                Overdraft
            
            **$**
            **2,064**
            
            **$**
            **—**Accounts
                Payable
            
            
            **554,684**
            
            
            474,572**Total
                Post-Petition Liabilities**
            
            **$**
            **556,748**
            
            $
            474,572Pre-Petition
                Liabilities
            
            
            **3,242,871**
            
            
            3,242,871**Total
                Liabilities**
            
            **$**
            **3,799,619**
            
            $
            3,717,443**Stockholders’
                Deficit**Common
                Stock - $.001 Par; 50,000,000 Shares Authorized;15,563,252
                Shares Issued and Outstanding
            
            
            **15,563**
            
            
            15,563Additional
                Paid-In Capital
            
            
            **1,390,144**
            
            
            1,390,144Deficit
            
            
            **(4,872,745**
            **)**
            
            (4,768,769
            )Accumulated
                Comprehensive Loss
            
            
            **(332,581**
            **)**
            
            (348,213
            )**Total
                Stockholders’ Deficit**
            
            
            **(3,799,619**
            **)**
            
            (3,711,275
            )**Total
                Liabilities and Stockholders’ Deficit**
            
            **$**
            **—**
            
            $
            6,168




The
        accompanying notes are an integral part of these financial
        statements.




2


**IDEAL
      ACCENTSINC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**





**CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT****Number**
                  **of**
                  **Shares**
            
            **Common**
                **Stock**
            
            **Additional**
                  **Paid-In**
                  **Capital**
            
            Deficit
            
            **Accumulated**
                  **Comprehensive**
                  **Loss**
            
            **Total**
                  **Stockholders’**
                  **Deficit****Balance
                - January 1, 2005**
            
            
            **15,563,252**
            
            **$**
            **15,563**
            
            **$**
            **1,390,144**
            
            **$**
            **(4,919,953**
            **)**
            **$**
            **(269,386**
            **)**
            **$**
            **(3,783,632**
            **)**Net
                Income
            
            
            —
            
            
            —
            
            
            —
            
            
            151,184
            
            
            —
            
            
            151,184Comprehensive
                Loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (78,827
            )
            
            (78,827
            )**Balance
                - December 31, 2005**
            
            
            15,563,252
            
            
            15,563
            
            
            1,390,144
            
            
            (4,768,769
            )
            
            (348,213
            )
            
            (3,711,275
            )Net
                Loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (103,976
            )
            
            —
            
            
            (103,976
            )Comprehensive
                Income
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            15,632
            
            
            15,632**Balance
                - December 31, 2006**
            
            
            **15,563,252**
            
            **$**
            **15,563**
            
            **$**
            **1,390,144**
            
            **$**
            **(4,872,745**
            **)**
            **$**
            **(332,581**
            **)**
            **$**
            **(3,799,619**
            **)**





The
        accompanying notes are an integral part of these financial
        statements.
  3




**IDEAL
        ACCENTS INC. AND SUBSIDIARIES**
 **(A
        FLORIDA CORPORATION)**
 **Miami,
        Florida**


**CONSOLIDATED
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**For
                the Years Ended December 31,
            
            **2006**
            
            2005**Discontinued
                Operations:****Sales**
            
            **$**
            **—**
            
            $
            138,773**Cost
                of Goods Sold**
            
            
            **—**
            
            
            147,879**Gross
                Profit**
            
            
            **—**
            
            
            (9,106
            )**Operating
                Expenses (Income)**Advertising
                and Promotion
            
            
            **—**
            
            
            1,698Asset
                Impairment Writedown
            
            
            **—**
            
            
            44,507Selling,
                General and Administrative
            
            
            **9,508**
            
            
            89,392Forgiveness
                of Debt
            
            
            **—**
            
            
            (311,595
            )Depreciation
                and Amortization
            
            
            **—**
            
            
            4,643Interest
            
            
            **6,008**
            
            
            9,741**Total
                Operating Expenses (Income)**
            
            
            **15,516**
            
            
            (161,614
            )**Income
                (Loss) From Discontinued Operations Before Provision for
                Taxes**
            
            
            **(15,516**
            **)**
            
            152,508Provision
                for Taxes
            
            
            **—**
            
            
            1,324**Income
                (Loss) Before Reorganization Costs**
            
            
            **(15,516**
            **)**
            
            151,184Reorganization
                Costs
            
            
            **(88,460**
            **)**
            
            —**Net
                Income (Loss)**
            
            
            **(103,976**
            **)**
            
            151,184**Comprehensive
                Income (Loss)**Foreign
                Currency Translation
            
            
            **15,632**
            
            
            (78,827
            )**Comprehensive
                Income (Loss)**
            
            **$**
            **(88,344**
            **)**
            $
            72,357**Loss
                Per Common Share -****Basic**
            
            **$**
            **(0.01**
            **)**
            $
            0.01**Diluted**
            
            **$**
            **(0.01**
            **)**
            $
            0.01**Weighted
                Average Number of Common Shares Outstanding -****Basic**
            
            
            **15,563,252**
            
            
            15,563,252**Diluted**
            
            
            **15,563,252**
            
            
            15,563,252





The
        accompanying notes are an integral part of these financial
        statements.




4





**IDEAL
      ACCENTSINC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**


**CONSOLIDATED
                STATEMENTS OF CASH FLOWS**For
                the Years Ended December 31,
            
            **2006**
            
            2005**Cash
                Flows from Operating Activities**Net
                Income (Loss)
            
            **$**
            **(103,976**
            **)**
            $
            151,184**Non-Cash
                Adjustments**Asset
                Impairment Writedown
            
            
            **—**
            
            
            13,541Bad
                Debt Expense
            
            
            **—**
            
            
            11,974Depreciation
                and Amortization
            
            
            **—**
            
            
            4,643Forgiveness
                of Debt
            
            
            **—**
            
            
            (311,595
            )Inventory
                Impairment Writedown
            
            
            **—**
            
            
            31,156**Changes
                in Assets and Liabilities**Accounts
                Receivable
            
            
            **—**
            
            
            38,536Inventory
            
            
            **—**
            
            
            (3,728
            )Prepaid
                Expenses and Other Current Assets
            
            
            **—**
            
            
            (227
            )Other
                Assets
            
            
            **—**
            
            
            (96
            )Accounts
                Payable
            
            
            **82,176**
            
            
            37,597Accrued
                Payroll
            
            
            **—**
            
            
            5,721Accrued
                Liabilities and Other Current Liabilities
            
            
            **—**
            
            
            (39,255
            )**Net
                Cash Flows from Operating Activities Before Reorganization
                Costs**
            
            
            **(21,800**
            **)**
            
            (60,549
            )Cash
                Paid for Reorganization Costs
            
            
            **—**
            
            
            —**Net
                Cash Flows from Operating Activities**
            
            
            **(21,800**
            **)**
            
            (60,549
            )**Net
                Cash Flows from Investing Activities**
            
            
            **—**
            
            
            —**Cash
                Flows from Financing Activities**Repayment
                of Lines of Credit
            
            
            **(51,476**
            **)**
            
            (42,902
            )Repayment
                of Notes Payable - Officers/Stockholders
            
            
            **—**
            
            
            (17,923
            )Proceeds
                from Related Parties
            
            
            **51,476**
            
            
            206,369**Net
                Cash Flows from Financing Activities**
            
            
            **—**
            
            
            145,544**Effect
                of Exchange Rate Changes on Cash and Cash
                Equivalents**
            
            
            **15,632**
            
            
            (78,827
            )Net
                Change in Cash and Cash Equivalents
            
            
            **(6,168**
            **)**
            
            6,168Cash
                and Cash Equivalents - Beginning of Year
            
            
            **6,168**
            
            
            —**Cash
                and Cash Equivalents - End of Year**
            
            **$**
            **—**
            
            $
            6,168**SUPPLEMENTAL
                DISCLOSURE OF CASH PAID FOR INTEREST AND TAXES**Interest
            
            **$**
            **6,008**
            
            $
            9,741Taxes
                Paid
            
            **$**
            **—**
            
            $
            1,324




The
        accompanying notes are an integral part of these financial
        statements.




5




**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








**Note
              A -**
            **Organization
                and Going Concern**





On
      October 13, 2004, the Company,  filed
      a
      voluntary petition under Chapter 11 of Title 11 of the United States Code
      (the “Bankruptcy Code”). The outstanding debt owed to Citizen’s Bank was
      purchased by Ideal Auto Restyling. The Company took action to alleviate that
      debt by voluntarily surrendering assets of two U.S. Subsidiaries to Ideal Auto
      Restyling, in full satisfaction of amounts owing by the two U.S. Subsidiaries
      and for a release and discharge of Ideal Auto Restyling’s liens on assets of the
      two U.S. Subsidiaries.





The
      Company ceased all U.S. operations during October 2004 and all Canadian
      operations during March, 2005. The Company is currently attempting to locate
      a
      new business (operating company), and offer itself as a merger vehicle for
      a
      company that may desire to go public through a merger rather than through its
      own public stock offering.





The
      accompanying financial statements are prepared in accordance with American
      Institute of Certified Public Accountants’ Statement of Position 90-7,
“Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”
(SOP 90-7), and on a going-concern basis, which assumes continuity of
      operations, realization of assets and satisfaction of liabilities in the
      ordinary course of business. SOP 90-7 requires that the financial statements
      for
      periods subsequent to a Chapter 11 filing separate transactions and events
      that
      are directly associated with the reorganization from the ongoing operations
      of
      the business. The statements of financial position distinguish pre-petition
      liabilities from post-petition liabilities.





The
      financial statements do not include any adjustments relating to the
      recoverability of assets and classification of liabilities that might be
      necessary should the Company be unable to continue as a going concern.





**Share
      Exchange Agreement and Corporate Reorganization**




Ideal
      Accents, Inc. (Ideal) was incorporated under the laws of the state of Florida
      on
      January 21, 1999 as Interactive Technologies, Inc. On December 11, 2001,
      the name was changed to Ideal Accents, Inc. The Company was formed for the
      purpose of acquiring an operating company.





On
      December 13, 2001, Ideal acquired all of the outstanding shares pursuant to
      a
      Share Exchange Agreement and Corporate Reorganization (Merger) of Ideal Accents,
      Inc. (Ann Arbor) a Michigan corporation, Ideal Accents, Inc. (Taylor) a Michigan
      corporation, TOE Inc. a Michigan corporation, Ideal Accents, Inc. (Ferndale)
      as
      a wholly owned subsidiary, JTM Inc. d/b/a Motor City Sunroof a Michigan
      corporation. In a separate but simultaneous transaction on December 13, 2001,
      Ideal acquired 100% of the outstanding shares of Somani Holdings, Inc. and
      AutoFun Canada, Inc., both Ontario corporations. Somani Holdings, Inc. AKA
      Automotive Sunroof Co. supplies and installs auto accessories primarily in
      Toronto, Ontario, Canada. AutoFun Canada, Inc. provides consulting and
      administrative services to Auto Accessory Business, also concentrating primarily
      in Toronto Ontario, Canada.




-
      continued -




The
      accompanying notes are an integral part of these financial
      statements .





6


**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**







**Note
              A -**
            **Organization
                and Going Concern -
                continued**




On
                December 10, 2001, Ideal incorporated Ideal Accents (Nova Scotia)
                Company,
                a Nova Scotia corporation, and on December 11, 2001, incorporated
                Ideal
                Accents Holding, Inc., an Ontario corporation. Ideal acquired all
                the
                common stock of the two Canadian companies through the issuance of
                common
                stock and exchangeable shares. The exchangeable shares can be converted
                into common shares of Ideal for a total of 5,250,958 common shares.
                Ideal
                issued 130,500 of common stock to non-Canadian residents and 5,250,958
                to
                Canadian residents. These two wholly owned subsidiaries were incorporated
                to accommodate certain tax considerations related to the acquisition
                of
                shares from the Canadian shareholders of the two Canadian companies
                on
                December 13, 2001.





**Nature
                of Operations**




Prior
      to
      the bankruptcy, the Company sold and installed automobile sunroofs and
      customized accessories primarily for automobile dealers in southeastern Michigan
      and Ontario, Canada.





**Note
                B -**
            **Summary
                of Significant Accounting
                Policies**


**Principles
                of Consolidation**




The
      consolidated financial statements include the accounts of Ideal Accents, Inc.
      and its majority owned subsidiaries.  All
      significant intercompany balances and transactions have been eliminated in
      the
      consolidation.





**Method
                of Accounting**


The
                Company maintains its books and prepares its financial statements
                on the
                accrual basis of accounting. The company records revenue when the
                services
                have been rendered and the product has been
                delivered.





**Cash
                and Cash Equivalents**


Cash
                and cash equivalents include time deposits, certificates of deposit,
                and
                all highly liquid debt instruments with original maturities of three
                months or less.




-
      continued -




The
        accompanying notes are an integral part of these financial
        statements .


7


**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Note
                  B -**
              **Summary
                  of Significant Accounting Policies -
                  continued**


**Advertising
                Expenses**


Advertising
                expenses are charged against operations during the period incurred,
                except
                for direct-response advertising costs, which are capitalized and
                amortized
                over periods not exceeding one year. Advertising expenses charged
                against
                operations were $-0- and $1,698 for the years ended December 31,
                2006 and
                2005, respectively. The Company did not incur any direct-response
                advertising costs during 2006 and
                2005.





**Income
      Taxes**




The
                Company accounts for income taxes in accordance with Statement of
                Financial Accounting Standards No. 109, “Accounting for Income Taxes,”
                using the asset and liability approach, which requires recognition
                of
                deferred tax liabilities and assets for the expected future tax
                consequences of temporary differences between the carrying amounts
                and the
                tax basis of such assets and liabilities. This method utilizes enacted
                statutory tax rates in effect for the year in which the temporary
                differences are expected to reverse and gives immediate effect to
                changes
                in income tax rates upon enactment. Deferred tax assets are recognized,
                net of any valuation allowance, for temporary differences and net
                operating loss and tax credit carry forwards. Deferred income tax
                expense
                represents the change in net deferred assets and liability
                balances.





**Foreign
      Currency Translation**




The
                Company’s foreign operations in Toronto Ontario, Canada, are measured
                using the local currency as the functional currency. Assets and
                liabilities are translated at exchange rates as of the balance sheet
                date.
                Revenues, expenses and cash flows are translated at weighted average
                rates
                of exchange in effect during the year. The resulting cumulative
                translation adjustments have been recorded as a separate component
                of
                stockholder’s equity and comprehensive income. Foreign currency
                transaction gains and losses are included in net income. Foreign
                currency
                cash flows are translated at the weighted average rate of exchange
                in
                effect during the period due to the minimal fluctuation in the currency
                exchange rates during the period. Management believes that substantially
                the same results would be derived if foreign cash flows were translated
                at
                the rates in effect at the time of the cash
                flows.





**Earnings
      per Share**




Earnings
      per share of common stock are computed in accordance with SFAS No, 128,
“Earnings per Share”. Basic
      earnings per share are computed by dividing income or loss available to common
      shareholders by the weighted-average number of common shares outstanding for
      each period. Diluted earnings per share are calculated by adjusting the weighted
      average number of shares outstanding assuming conversion of all potentially
      dilutive stock options, warrants and convertible securities, if dilutive. Common
      stock equivalents that are anti-dilutive are excluded from both diluted weighted
      average number of common shares outstanding and diluted earnings per
      share.




-
      continued -


The
        accompanying notes are an integral part of these financial
        statements .
  8


**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**







**Note
                B -**
            **Summary
                of Significant Accounting Policies -
                continued**




Transactions
                involving common stock or common stock equivalents affecting weighted
                average number of shares outstanding and earnings per share include
                common
                shares designated for the performance escrow and the issuance of
                exchangeable shares on December 13, 2001. As of December 31,
                2004, 4,749,481 of common shares outstanding were restricted to the
                performance escrow account and, accordingly, the weighted average
                number
                of shares have been removed from the weighted average computation
                of both
                basic and diluted earnings per share as the conditions for release
                had not
                been met. The amount of exchangeable shares that were restricted
                to the
                performance escrow account were 4,312,450 as of December 31, 2004
                and, accordingly, were removed from the weighted average computation
                of
                both basic and diluted earnings per share as the conditions for release
                had not been met and hence could not be convertible into Ideal’s common
                stock.





**Financial
                Instruments**




The
      Company’s financial instruments consist of cash and accounts payable. Unless
      otherwise noted, it is management’s opinion that the Company is not exposed to
      significant interest, currency or credit risks arising from these financial
      instruments. The fair value of these financial instruments approximates their
      carrying value, unless otherwise noted.





**Asset
                Impairment**


In
                accordance with Statement of Financial Accounting Standards No. 144,
                “Accounting for the Impairment or Disposal of Long-Lived Assets,” the
                Company assesses all long-lived assets for impairment at least annually
                or
                whenever events or circumstances indicate that the carrying amount
                may not
                be recoverable.





**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 revenues and expenses
                during the reporting period. Actual results could differ from those
                estimates.





The
        accompanying notes are an integral part of these financial
        statements .
  9


**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








**Note
              C -**
            **Pre-Petition
                Liabilities**




Pre-Petition **** Liabilities
      consisted of the following:





December
                31,
            
            **2006**
            
            2005Accounts
                Payable
            
            **$**
            **1,800,796**
            
            $
            1,800,796Lines
                of Credit
            
            
            **34,171**
            
            
            85,647Note
                Payable –
                Charter
                Bank
            
            
            **5,346**
            
            
            5,346Capital
                Lease Payable – GE Capital
            
            
            **57,682**
            
            
            57,682Capital
                Lease Payable – Compaq Financial Services
            
            
            **33,611**
            
            
            33,611Capital
                Lease Payable – Hewlett-Packard Financial Services
            
            
            **18,516**
            
            
            18,516Accrued
                Payroll
            
            
            **46,332**
            
            
            46,332Due
                to Related Party
            
            
            **1,151,827**
            
            
            1,100,351Accrued
                Liabilities and Other Current Liabilities
            
            
            **9,960**
            
            
            9,960Notes
                Payable - Officers/Stockholders
            
            
            **84,630**
            
            
            84,630Total
                Pre-Petition Liabilities
            
            **$**
            **3,242,871**
            
            $
            3,242,871





**Note
                D -**
            **Related
                Party Transactions**





**Due
                to Related Party**


The
                Company had cash advances and payments from AVG, which is owned by
                principal stockholders of the Company, amounting to $1,151,827, and
                $1,100,351 at December 31, 2006 and 2005, respectively. The notes
                contain no formal repayment terms, and no interest has been imputed
                for
                the fiscal years 2006 and 2005 due to the filing of bankruptcy of
                the
                Company.





-
      continued -


The
        accompanying notes are an integral part of these financial
        statements .


10


**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








**Note
                D -**
            **Related
                Party Transactions -
                continued**





**Notes
                Payable - Officers/Stockholders**


For
                the years ended December 31, 2006 and 2005, the Company received
                advances
                and payments from principal stockholders of $84,630. The notes contain
                no
                formal repayment terms, and no interest has been imputed for the
                years
                ending December 31, 2006 and 2005.





**Note
                E -**
            **Discontinued
                Operations**


Due
                to the bankruptcy of the Company (Note A), all operations are considered
                discontinued.


Certain
                expenses attributable to discontinued operations have been allocated
                based
                upon the period to which they are applicable. Earnings per share
                with
                respect to discontinued operations do not materially differ from
                earnings
                per share presented on net income.





Under
                the escrow agreement, shares will be released when revenue, in any
                fiscal
                year, exceeds the following levels and the Company was profitable
                on a
                pre-tax basis for that fiscal year:





·
            Twenty-five
                percent of the escrowed shares when aggregate consolidated revenues
                exceed
                $25,000,000;




·
            Additional
                twenty-five percent of the escrowed shares when aggregate consolidated
                revenue exceeds $50,000,000;




·
            Additional
                twenty-five percent of the escrowed shares when aggregate consolidated
                revenues exceeds $75,000,000;




·
            The
                remaining escrowed shares when aggregate consolidated revenue exceeds
                $100,000,000.





The
                release of the shares from escrow will result in compensation expense
                to
                the company based upon the fair value of the shares at the date the
                shares
                are released.





**Note
                F -**
            **Other
                Matters**


**Stock
                Option Plan**


In
                December 2001, the Company adopted a stock option plan in which officers,
                directors, and employees, as well as external consultants and advisors
                may
                participate. The maximum number of shares available under the plan
                is
                5,000,000. The terms under which the options are granted is determined
                by
                the board of directors. No options have been granted as of the date
                of
                these financial statements.





The
        accompanying notes are an integral part of these financial
        statements .





11


**IDEAL
      ACCENTS, INC. AND SUBSIDIARIES**


**(A
      FLORIDA CORPORATION)**


**Miami,
      Florida**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








**Note
                G -**
            **Asset
                Impairment Writedown**


Due
                to the Company’s filing of Chapter 11 bankruptcy (Note A), the following
                assets were written down to fair value based on prices for similar
                assets:





December
                31,
            
            **2006**
            
            2005Inventory
            
            **$**
            **—**
            
            $
            31,156Fixed
                Assets
            
            
            **—**
            
            
            9,162Other
                Assets
            
            
            **—**
            
            
            4,189Total
                Asset Impairment Writedown (Included in Operating
                Expenses)
            
            **$**
            **—**
            
            $
            44,507




**Note
                H -**
            **Reorganization
                Items**


Reorganization
                Items consisted of legal fees of $88,460 and $-0- for the years ended
                December 31, 2006 and 2005,
                respectively.





The
        accompanying notes are an integral part of these financial
        statements .
  12