icla_10k.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For Fiscal Year Ended: December 31, 2009

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: 333-123092

	International Cellular Accessories
	(Exact name of registrant as specified in its charter)

Nevada		20-1719023
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

10 Warren Avenue, Spring Lake, NJ		07762
(Address of principal executive offices)		(Postal Code)

Issuer's telephone number: (703) 622-6210

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes þ No o

Indicate by check mark whether the registrant (1) has 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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerate filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	o	Accelerated Filer	o
Non-Accelerated Filer (Do not check if a smaller reporting company)	o	Smaller reporting company	þ

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

As of February 24, 2010, there were 3,150,000 shares of the registrant's common stock, par value $0.001, issued and outstanding. Of these, 1,000,000 shares are held by non-affiliates of the registrant. The aggregate market value of securities held by non-affiliates as of February 24, 2010 was approximately $0 based on the closing bid price of our common stock on February 24, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (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, as amended (“Securities Act”).

Not Applicable.

TABLE OF CONTENTS

Item Number and Caption		Page
Forward-Looking Statements		3

PART I		4

1.	Business	4
1A.	Risk Factors	5
1B.	Unresolved Staff Comments	9
2.	Properties	9
3.	Legal Proceedings	9
4.	Submission Of Matters To A Vote Of Security Holders	9

PART II		10

5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	10
6.	Selected Financial Data	10
7.	Management’s Discussion and Analysis of Financial Condition and Results	11
8.	Financial Statements and Supplemental Data	11
9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	12
9A.[T]	Controls And Procedures	12
9B.	Other Information	13

PART III		13

10.	Directors, Executive Officers, and Corporate Governance	13
11.	Executive Compensation	15
12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	16
13.	Certain Relationships And Related Transactions and Director Independence	17
14.	Principal Accountant Fees And Services	17

PART IV		18

15.	Exhibits and Financial Statement Schedules	18

FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to the “Company,” “ICLA,” “we,” “us” or “our” are to International Cellular Accessories.

PART I

ITEM 1. BUSINESS

Company Overview

We were incorporated in the State of Nevada on October 6, 2004. We were formed to import and distribute a range of cellular accessories to wholesalers and retailers throughout Canada and the United States. We conducted minimal operations in this line of business and in April 2006 decided to discontinue operations in this area. We are presently inactive, but are looking at ventures of merit for corporate participation as a means of enhancing shareholder value. This may involve sales of our equity or debt securities in merger or acquisition transactions.

Patents, Trademarks and Licenses

We do not presently own any patents, trademarks, copyrights or other forms of intellectual property.

Research and Development

We have not performed any research and development since our inception.

Employees

As of February 24, 2010, our only employee is our sole executive officer.

Loans

In consideration of May 10, 2006 loans from five persons in the aggregate amount of $65,000, we issued five promissory notes (the “Notes”) each dated May 10, 2006 to five persons. Each of the Notes has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing May 10, 2007.

In consideration of May 24, 2007 loans from five persons in the aggregate amount of $35,000, we issued five promissory notes (the “Notes”) each dated May 24, 2007, to five persons. Each Note has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a conversion price of $1.00 per share, at the option of the holder, at any time commencing May 24, 2008.

In consideration of July 21, 2008 loan from one person in the amount of $7,000, we issued a 3 year, 5% note dated July 21, 2008. The note is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing July 21, 2009.

In consideration of a November 25, 2008 loan from one person in the amount of $13,000, we issued a promissory note (the “Note”) dated November 25, 2008 to such person. The Note has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing November 25, 2009.

In consideration of a February 24, 2009 loan from one person in the amount of $24,000, we issued a promissory note (the “Note”) dated February 24, 2009 to such person. The Note has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing February 24, 2010.

In consideration of April 30, 2009 loan from one person in the amount of $10,000, we issued a promissory note (the “Note”) dated April 30, 2009 to such person. The Note has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing April 30, 2010.

In consideration of August 12, 2009 loan from one person in the amount of $12,000, we issued a promissory note (the “Note”) dated August 12, 2009 to such person. The Note has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing August 12, 2010.

In consideration of November 12, 2009 loan from one person in the amount of $12,000, we issued a promissory note (the “Note”) dated November 12, 2009 to such person. The Note has a three year term, pays interest at the rate of 5% per annum, compounded annually, and is convertible into shares of our common stock at a price of $1.00 per share, at the option of the holder, at any time commencing November 12, 2010.

ITEM 1A. RISK FACTORS

We have a history of operating losses which may continue.

We have a history of losses and will continue to incur operating and net losses for the foreseeable future. We incurred net losses of $65,371 and $39,059 during the years ended December 31, 2009 and 2008, respectively. As of December 31, 2009, our accumulated deficit was $275,184. We have not achieved revenues since fiscal year 2005. Unless and until we commence new business operations, we may never achieve revenue or profitability.

Our auditors have indicated that our inability to generate sufficient revenue raises substantial doubt as to our ability to continue as a going concern.

Our audited financial statements for the year ended December 31, 2009 were prepared on a going concern basis in accordance with United States generally accounting principles. The going concern basis of presentation assumes that we will continue in operation for the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. However, our auditors have indicated that our lack of revenues and accumulated losses raise substantial doubt as to our ability to continue as a going concern. In the absence of additional financing or significant revenues and profits, we may have to curtail or cease operations. However, we cannot guarantee that will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. In the event that our plans cannot be effectively realized, there can be no assurance that we will be able to continue as a going concern.

Rules issued under the Sarbanes-Oxley Act of 2002 may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to retain listing of our common stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for our effective management because of rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges and NASDAQ. The perceived personal risk associated with these rules and regulations may deter qualified individuals from accepting roles as directors and executive officers.

If we fail to maintain an effective system of disclosure and internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

We must maintain effective disclosure and internal controls to provide reliable financial reports and detect fraud. Based on our evaluation as of December 31, 2009, we concluded that we do maintain effective disclosure controls and procedures. Failure to implement changes to our controls that we may identify in the future as necessary to maintain an effective system of such controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our stock.

We have no present business operations. Accordingly, you have little basis upon which to evaluate our ability to achieve future business success.

We were formed to engage in the importation and distribution of a range of cellular accessories to wholesalers and retailers throughout Canada and the United States. We discontinued operations in this area in April 2006. We are presently looking at other ventures of merit but, to date, have not found any suitable ventures. No assurance can be given that we will ever locate and establish a suitable business venture. Our operations are therefore subject to all of the risks inherent in the establishment of a new business enterprise and must be considered in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business.

We may be unable to obtain additional capital that we will require to implement our business plan, which would restrict our ability to grow.

We have a limited amount of working capital that will not be sufficient to fully fund our planned operations. We will require additional capital to continue to operate and expand our business. We may be unable to obtain the additional capital required.

Future acquisitions, as well as administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance and accounting expenses) will require a substantial amount of additional capital and cash flow. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not be able to obtain the capital we require by other means. If we do not succeed in raising additional capital, we may be unable to fund our operations going forward.

Our ability to obtain needed financing may be impaired by such factors as the capital markets and our status as an enterprise without a demonstrated operating history. If the amount of capital we are able to raise from financing activities is not sufficient to satisfy our capital needs, we may be required to curtail or cease our operations.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We also may be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.

We may not be able to effectively expand operations or manage our growth, which may harm our profitability.

Our strategy envisions expanding our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes, and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

●	meet our capital needs;

●	expand our systems effectively or efficiently or in a timely manner;

●	allocate our human resources optimally;

●	identify and hire qualified employees or retain valued employees; or

●	incorporate effectively the components of any business that we may acquire in our effort to achieve growth.

If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability.

Our business may suffer if we do not attract and retain talented personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of our management and other personnel in conducting our intended business. We presently have a small management team consisting of our sole executive officer that we expect to expand in conjunction with our planned acquisition activities. The loss of a key individual or our inability to attract suitably qualified staff could materially adversely impact our business. We presently do not maintain “key man” life insurance on any member of our management team. If we are unable to attract and retain key personnel, our business may be adversely affected.

There has been a limited trading market for our common stock that may impair your ability to sell your shares.

There has not been a trading market for our common stock since our inception. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other assets or companies by using common stock as consideration.

Our common stock is currently quoted on the NASD’s Over-the-Counter Bulletin Board under the symbol “ICLA.” As indicated above, our common stock is not presently trading. As a result, investors may find it difficult to obtain accurate quotations of the price of our common stock. This situation severely limits the liquidity of the common stock and hampers our ability to raise additional capital.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our common stock.

Applicable SEC rules governing the trading of “penny stocks” will limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock is considered to be a “penny stock” and is therefore subject to SEC rules and regulations that (i) impose limitations upon the manner in which our shares may be publicly traded and (ii) regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules and may increase the difficulty investors might experience in attempting to liquidate such securities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

Our principal executive office is located at 10 Warren Avenue, Spring Lake, NJ 07762. The office is provided to us on a rent free basis by our sole executive officer.

ITEM 3. LEGAL PROCEEDINGS

Legal Proceedings

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

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

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock has been quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the “NASD”) under the symbol “ICLA” since August 29, 2005. The following table sets forth, for the fiscal quarters indicated, the high and low closing bid prices per share of our common stock, as derived from quotations provided by Pink Sheets, LLC. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Quarter Ended	High Bid	Low Bid

March 31, 2008	$0.32	$0.32
June 30, 2008	$0.32	$0.32
September 30, 2008	$0.32	$0.32
December 31, 2008	$0.32	$0.32
March 31, 2009	$0.32	$0.32
June 30, 2009	$0.32	$0.32
September 30, 2009	$0.32	$0.32
December 31, 2009	$0.00	$0.00

Holders

As of February 24, 2010, there were approximately 11 record holders of our common stock.

Dividends

We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

Recent Sales of Unregistered Securities

We sold no equity securities during the fiscal year ended December 31, 2009.

Securities Authorized For Issuance Under Equity Compensation Plans

We do not presently maintain any equity compensation plans and have not maintained any such plans since our inception.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

We have conducted no material operations during the year ended December 31, 2009 and do not have any present operations. During the year ended December 31, 2009, we generated no revenues. Accordingly, a discussion of our results of operations is not meaningful and will not be presented herein.

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the fiscal year ended December 31, 2009 contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operative revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. As of December 31, 2009 and 2008, we had cash of $1,118 and $5,620, current assets of $1,118 and $5,620 and current liabilities of $112,654 and $83,095, respectively. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

Plan of Operation

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our audited financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.[T] CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Internal Controls

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Clifford Chapman, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

We are currently in default of the $65,000 notes issued on May 10, 2006. There were no other defaults upon senior securities during the year ended December 31, 2009.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers, Directors and Key Employees

Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers serve for such terms as determined by our board of directors. Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal. No family relationships exist between any of our present directors and officers.

The following table sets forth certain information, as of February 24, 2010, with respect to our directors and executive officers.

Name	Positions Held	Age	Date of Election or Appointment as Director

Clifford Chapman	President, Secretary, Treasurer, CEO, CFO and Director	41	April 1, 2006

The following is a brief account of the business experience during the past five years or more of each of our directors and executive officers.

Clifford Chapman has served as our sole officer and director since April 1, 2006. He has more than 16 years of varied business experience primarily in senior management positions. He served as head of Investment Banking at Broadband Capital Management LLC (“Broadband”) from September 2005 to January 2009 where he was responsible for the banking, structuring, and due diligence for all of Broadband’s transactions. Since January 2001, Mr. Chapman has been the managing director of Early Stage Associates LLC, a consulting company focused on helping businesses in capital formation and executive management. From January 2001 to the present, he has also served as the managing director of ChapRoc Capital LLC, a company which invests in technology and business services companies. From June 2002 until March 2004, he served as CEO for Mindshift Technologies Inc., a managed services provider focused on IT outsourcing for small and medium enterprises. From September 2007 until October 31, 2007, he served as a member of the Board of Directors of Catuity, Inc. (NASDAQ: CTTY). Mr. Chapman received a Masters of Business Administration with Honors from Columbia Business School and a Bachelors Degree in Computer Engineering from Lehigh University.

Employment Agreements

We have no formal employment agreements with any of our employees. Our sole employee, Clifford Chapman, does not presently receive a salary.

Term of Office

Our directors are appointed for a period of one year or until such time as their replacements have been elected by our shareholders. The officers of the Company are appointed by our board of directors and hold office until their resignation or removal.

Audit Committee

We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function. We currently have limited working capital and no revenues. Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee. If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.

Board of Directors

Our only director is our sole executive officer. He is not an independent director. We do not pay him for attending board meetings. He is reimbursed, however, for his expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date this has not been a problem as no security holders have made any such recommendations. Our sole director performs all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Compliance with Section 16(a) of the Exchange Act

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

On March 1, 2007, we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Ethics will be provided to any person requesting same without charge. To request a copy of our Code of Ethics please make written request to our President, c/o International Cellular Accessories at 10 Warren Avenue, Spring Lake, NJ 07762.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2009 and 2008 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2009; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2009; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2009, that received annual compensation during the fiscal year ended December 31, 2009 in excess of $100,000.

Summary Compensation Table

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compen-sation ($) (g)	Change in Pension Value and Non-qualified Deferred Compen-sation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)

Clifford Chapman,	2009	0	0	0	0	0	0	0	0
Chief Executive and Financial Officer	2008	0	0	0	0	0	0	0	0

We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

Compensation of Directors

None of our directors receive any compensation for serving as such, for serving on committees of the board of directors or for special assignments. During the fiscal year ended December 31, 2009, there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of December 31, 2009 by:

● each person or entity known by us to be the beneficial owner of more than 5% of our common stock;

● each of our directors;

● each of our executive officers; and

● all of our directors and executive officers as a group.

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of December 31, 2009. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class (1)

Clifford Chapman 10 Warren Avenue Spring Lake, NJ 07762	Common Stock; par value $0.001	2,150,000 shares (Direct)	68.25%

All directors and executive officers as a group (1 person)		2,150,000 shares(2)	68.25%

(1)

As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.

(2)	Based upon 3,150,000 shares issued and outstanding as at December 31, 2009.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted any equity compensation plans since our inception.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

For the year ended December 31, 2009, we had no reportable transactions under this section. Our sole director, Clifford Chapman, is also our sole executive officer. Accordingly, he is not an independent director.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended December 31, 2009 and 2008 are set forth in the table below:

Fee Category	Fiscal year ended December 31, 2009		Fiscal year ended December 31, 2008

Audit fees (1)	$	8,000	$	16,000
Audit-related fees (2)		0		0
Tax fees (3)		400		0
All other fees (4)		0		0
Total fees	$	8,400	$	16,000

(1) Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval Practice.

Insomuch as we do not have an audit committee, our board of directors performs the functions of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of December 31, 2009 and 2008	F-3

Statements of Operations for the years ended December 31, 2009 and 2008 and for the period from Inception (October 6, 2004) to December 31, 2009	F-4

Statement of Stockholders’ Deficit for the period from Inception (October 6, 2004) to December 31, 2009	F-5

Statements of Cash Flows for the years ended December 31, 2009 and 2008 and for the period from Inception (October 6, 2004) to December 31, 2009	F-6

Notes to Financial Statements	F-7 – F-14

Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Exhibits

The following exhibits are included as part of this report:

Exhibit No.	SEC Report Reference Number	Description
3.1	3.1	Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on October 6, 2004 (1)
3.2	3.2	By-Laws of Registrant (1)
10.1	10.1	Consulting Agreement between Registrant and Rachel Wosk dated as of May 1, 2006 (2)
14	14	Code of Ethics (3)
21	*	List of Subsidiaries
31.1/31.2	*	Rule 13(a) – 14(a)/15(d) – 14(a) Certification of Principal Executive and Financial Officer
32.1/32.2	*	Rule 1350 Certification of Chief Executive and Financial Officer

* Filed herewith.

(1)	Filed with the Securities and Exchange Commission on March 2, 2005 as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 333-123092) on Form SB-2, which exhibit is incorporated herein by reference.

(2)	Filed with the Securities and Exchange Commission on August 17, 2006 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2006, which exhibit is incorporated herein by reference.

(3)	Filed with the Securities and Exchange Commission on April 2, 2007 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2006, which exhibit is incorporated herein by reference.

SIGNATURES

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

	INTERNATIONAL CELLULAR ACCESSORIES

Dated: February 24, 2010	By:	/s/ Clifford Chapman
		Clifford Chapman President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 24th day of February, 2010

	/s/ Clifford Chapman
	Clifford Chapman President, Chief Executive Officer,
	Chief Financial Officer and Director

FINANCIAL INFORMATION

	Page
Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of December 31, 2009 and 2008	F-3

Statements of Operations for the years ended December 31, 2009 and 2008 and for the period from Inception (October 6, 2004) to December 31, 2009	F-4

Statement of Stockholders’ Deficit for the period from Inception (October 6, 2004) to December 31, 2009	F-5

Statements of Cash Flows for the years ended December 31, 2009 and 2008 and for the period from Inception (October 6, 2004) to December 31, 2009	F-6

Notes to Financial Statements	F-7 – F-14

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

International Cellular Accessories, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheets of International Cellular Accessories, Inc. (A Development Stage Company) as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and from inception (October 6, 2004) through December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of International Cellular Accessories, Inc. (A Development Stage Company) as of December 31, 2009 and 2008, and the results of its operations and cash flows for the years then ended and from inception (October 6, 2004) through December 31, 2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations and current liabilities exceed current assets, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

February 22, 2010

F-2

INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	As of			As of
	December 31, 2009			December 31, 2008
ASSETS	(Audited)			(Audited)

Current assets
Cash	$	1,118		$	5,620
Total current assets		1,118			5,620

Total assets	$	1,118		$	5,620

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	-		$	9,025
Accrued interest payable		17,404			9,070
Convertible debts, current portion		100,000			65,000
Total current liabilities		117,404			83,095

Long term liabilities
Accrued interest payable, net of current portion		2,898			3,088
Convertible debts, net of current portion		78,000			51,250
Total long term liabilities		80,898			54,338

Total liabilities		198,302			137,433

Stockholders' deficit
Common stock; $.001 par value; 75,000,000 shares
authorized, 3,150,000 shares issued and outstanding as of December 31, 2009 and 2008, respectively		3,150			3,150
Additional paid-in capital		74,850			74,850
Deficit accumulated during the development stage		(275,184	)		(209,813	)
Total stockholders' deficit		(197,184	)		(131,813	)

Total liabilities and stockholders' deficit	$	1,118		$	5,620

See Accompanying Notes to Financial Statements

F-3

INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

	January 1, 2009			January 1, 2008			(October 6, 2004)
	through			through			through
	December 31, 2009			December 31, 2008			December 31, 2009
	(Audited)			(Audited)			(Audited)
Revenue	$	-		$	-		$	7,684
Cost of goods sold		-			-			3,812
Gross profit		-			-			3,872

Operating expenses
Professional fees		55,762			35,416			224,155
General and administrative		1,465			3,325			41,204

Total operating expenses		57,227			38,741			265,359

Loss from operations		(57,227	)		(38,741	)		(261,487	)

Other income (expense):
Other income		-			5,274			5,273
Interest expense		(8,144	)		(5,655	)		(20,302	)
Interest income		-			63			1,332
Total other (expense)		(8,144	)		(318	)		(13,697	)

Net loss	$	(65,371	)	$	(39,059	)	$	(275,184	)

Basic loss per common share	$	(0.02	)	$	(0.01	)

Basic weighted average
common shares outstanding		3,150,000			3,150,000

See Accompanying Notes to Financial Statements

F-4

INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT

(Audited)

										Accumulated
										Deficit
					Additional		Other			During the			Total
	Common Stock				Paid-in		Comprehensive			Development			Stockholders'
	Shares		Amount		Capital		Income (Loss)			Stage			Deficit
Balance at October 6, 2004 (Date of inception)		--	$	--	$	--	$	--		$	--		$	--

Common Stock Issued for Cash		1,000,000		1,000		4,000		-			-			5,000

Other comprehensive income
Foreign currency translation adjustment		-		-		-		(176	)		-			(176	)

Net loss		--		--		--		--			(181	)		(181	)

Balance, December 31, 2004		1,000,000		1,000		4,000		(176	)		(181	)		4,643

Common Stock Issued for Cash		1,000,000		1,000		49,000		-			-			50,000

Other comprehensive income		-		-		-		3,484			-			3,484
Foreign currency translation adjustment											-			--

Net loss		--		--		--		--			(10,696	)		(10,696	)

Balance, December 31, 2005		2,000,000		2,000		53,000		3,308			(10,877	)		47,431

Common Stock Issued for Services		1,150,000		1,150		21,850		-			-			23,000

Other comprehensive income
Foreign currency translation adjustment		-		--		--		1,966			-			1,966

Net loss		--		--		--		--			(126,078	)		(126,078	)

Balance, December 31, 2006		3,150,000		3,150		74,850		5,274			(136,955	)		(53,681	)

Net loss		--		--		--		--			(33,799	)		(33,799	)

Balance, December 31, 2007		3,150,000		3,150		74,850		5,274			(170,754	)		(87,480	)

Net loss		--		--		--		(5,274	)		(39,059	)		(44,333	)

Balance, December 31, 2008		3,150,000		3,150		74,850		--			(209,813	)		(131,813	)

Net loss		--		--		--		--			(65,371	)		(65,371	)

Balance, December 31, 2009		3,150,000	$	3,150	$	74,850		--		$	(275,184	)	$	(197,184	)

See Accompanying Notes to Financial Statements

F-5

INTERNATIONAL CELLULAR ACCESSORIES

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	January 1, 2009			January 1, 2008			(October 6, 2004)
	through			through			through
	December 31, 2009			December 31, 2008			December 31, 2009
Cash flows from operating activities:	(Audited)			(Audited)			(Audited)
Net loss	$	(65,371	)	$	(39,059	)	$	(275,184	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock based services		-			-			23,000
Changes in operating assets and liabilities:
Increase in accrued interest payable		8,144			5,655			20,302
Decrease in accounts payable		(9,025	)		9,025			-
Net cash used by operating activities		(66,252	)		(24,379	)		(231,882	)

Cash flows from financing activities:
Proceeds from issuance of common stock		-			-			55,000
Proceeds from issuance of convertible debt		61,750			16,250			178,000
Net cash provided by financing activities		61,750			16,250			233,000


Net increase (decrease) in cash		(4,502	)		(13,403	)		1,118
Cash, beginning of period		5,620			19,023			-

Cash, end of period	$	1,118		$	5,620		$	1,118

Supplementary cash flow information:
Cash payments for income taxes	$	-		$	-		$	-
Cash payments for interest	$	-		$	-		$	-

See Accompanying Notes to Financial Statements

F-6

1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

International Cellular Accessories, Nevada corporation, (hereinafter referred to as the “Company” or “International Cellular”) was incorporated in the State of Nevada on October 6, 2004 with plans to be in the business of importing new cellular accessories for resale to both wholesalers and retailers across Canada firstly and, later on, to the rest of North America. In April 2006, the Company decided to discontinue operations in this area. We are presently inactive, but are looking at ventures of merit for corporate participation as a means of enhancing shareholder value. The Company operations have been limited to general administrative operations and are considered a development stage company in accordance with Financial Statement Accounting Board Accounting Standard Codification 915-10 (ASC 915-10) “Development Stage Entities”.

Going concern - The Company incurred net losses of $275,184 from Inception (October 6, 2004) through December 31, 2009. The Company is still in the development stages, raising substantial doubt about the Company’s ability to continue as a going concern. The Company may seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

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

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

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

F-7

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

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

Income taxes - The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

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

Net loss per common share - The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive. For the period from inception (October 6, 2004) through December 31, 2009, no common stock equivalents were included in the computation of diluted earnings per share because their effect would be antidilutive.

Foreign Currency Translation - The Company’s functional currency prior to June 30, 2006 was in Canadian dollars as substantially all of the Company’s operations were in Canada. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) and in accordance with ASC 830 - “Foreign Currency Matters”. Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the comprehensive income account in stockholder’s equity, if applicable. As of December 31, 2009, all of the Company’s operations were in the United States and the functional currency is the United States dollar.

F-8

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

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

New accounting pronouncements –

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This amendment to Topic 932 has improved the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments. This is effective for annual reporting periods ending on or after December 31, 2009. However, an entity that becomes subject to the disclosures because of the change to the definition oil- and gas- producing activities may elect to provide those disclosures in annual periods beginning after December 31, 2009. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-03 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force).This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-9

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

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances than under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of (ASC Topic 470), clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. (ASC Topic 470) is effective for fiscal years that begin on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as

F-10

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

a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of (ASC Topic 470) to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, the Securities and Exchange Commission's Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141 (revised 2007) (ASC Topic 805), Business Combinations, and Statement of Financial Accounting Standards No. 160 (ASC Topic 810), Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-Profit Entities: Mergers and Acquisitions - including an amendment of FASB Statement No. 142" ("SFAS 164"). The provisions of (ASC Topic 810) provide guidance on accounting for a combination of not-for-profit entities either via merger or acquisition. (ASC Topic 810) is effective for mergers occurring on or after the beginning of an initial reporting period beginning on or after December 15, 2009.

2. STOCKHOLDERS’ DEFICIT

The Company has 75,000,000 shares authorized and 3,150,000 issued and outstanding as of December 31, 2009. The issued and outstanding shares were issued as follows:

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

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

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

F-11

2. STOCKHOLDERS’ DEFICIT (continued)

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

3. CONVERTIBLE NOTE PAYABLE

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

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

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

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

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

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

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3. CONVERTIBLE NOTES PAYABLE (continued)

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

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

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

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

4. INCOME TAX

At December 31, 2009 and 2008, the Company had a federal operating loss carry forward of approximately $275,184 and $209,813, respectively, which expires in varying amounts between 2029 and 2028.

The provision for income taxes consisted of the following components for the years ended December 31:

	2009		2008
Current:
Federal		--		--
State		--		--
Deferred:		--		--

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:

	2009			2008
Deferred tax assets:
Net operating loss carryforward	$	96,314		$	73,435
Total deferred tax assets		96,314			73,435
Less: Valuation Allowance		(96,314	)		(73,435	)
Net Deferred Tax Assets	$	--		$	--

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4. INCOME TAX (continued)

The valuation allowance for deferred tax assets as of December 31, 2009 and 2008 was $96,314 and $73,435, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2009 and 2008 and, accordingly, recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31:

	2009			2008

Federal statutory tax rate		(35.0	)%		(35.0	)%
Change in valuation allowance		35.0	%		35.0	%

Effective tax rate		0.0	%		0.0	%

4.	SUBSEQUENT EVENTS

The Company has evaluated subsequent events through January 22, 2010, the date which the financial statements were available to be issued, no events have been noted.

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