SecProbe.io

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Mail Stop 0407

      April 20, 2005

Rachel Wosk
Chairman, Presdient and
    Chief Executive Officer
International Cellular Accessories
48055 Yale Road, RR32
Chilliwack, British Columbia
Canada V2P 6H4

	RE:	International Cellular Accessories
		Amendment No. 1 to Form SB-2
		Filed April 8, 2005
		333-123092

Dear Ms. Wosk:

      We have reviewed your filings and have the following
additional
comments.  Amend your Form SB-2 in response to our comments.  In
some
of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.

	We welcome any questions you may have about our comments or
on
any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of this letter.

Amendment No. 1 to Form SB-2

Summary of Prospectus, page 2

      General Information About Our Company, page 2

1. We reissue prior comment 11 in part.  Please disclose that your
part-time employee devotes approximately 2 hours per week to your
business and state whether you need to raise a set amount of money
in
the next 12 months to continue in business.

Risk Factors, page 4

	Rachel Wosk, the President and Director of the Company . . .,
page 4

2. Please revise your caption to disclose that neither your sole
full-time employee nor your part-time employee has any public
company
experience.  In the first sentence of the text, please indicate
when
you expect to hire additional employees.  Also, in the fifth
sentence, please delete "will be available to assist Rachel with
some
of her duties as and when needed", which may act as mitigating
language that should not appear in a risk factor.

If we do not obtain funding from the proceeds, page 5

3. We note the risk factor you have added in response to prior
comment 13.  Please also consider adding a risk factor that
highlights the fact that you will incur ongoing costs and expenses
for SEC reporting and compliance after this offering, which could
comprise a substantial portion of your available cash resources in
future periods.

4. We note the risk factor captions you have revised in response
to
prior comment 14, however, a significant number of your risk
factor
still captions do not clearly reflect the risk you discuss in the
text.  Please ensure that your captions contain specific
disclosure
of the possible impact upon your operating results, business,
liquidity, cash flow, financial condition, share price, etc.  We
note
the following examples:

* "We will be subject to rapid technological changes . . ." on
page
6;
* Once we have established our business in Canada . . ." on page
7;
* Competition in the cellular accessories market . . ." on page 7;
* We are subject to the many risks . . ." on page 9; and
* Buying low-priced penny stocks is very risky . . ." on page 9

Please see the two risk factor examples in the Risk Factor
Guidance
section of the Division of Corporation Finance: Updated Staff
Legal
Bulletin No. 7A, "Plain English Disclosure" available on our
website
at http://www.sec.gov/interps/legal/cfslb7a.htm.

	Our business and growth could be hindered . . ., page 6

5. We note the disclosure you have added in response to prior
comment
17, however, please specifcally address when you anticipate hiring
any additional officers.  Also, your disclosure that the loss of
one
of your executive officers "could have a material adverse effect
on
our business and prospects" is generic.  Please revise
accordingly.
For example, if you loose Rachel Wosk prior to hiring any
additional
officers, will your business continue?

Once we have established our business in Canada . . ., page 7

6. Disclose when you expect to enter into the United States
market.
Also, please briefly clarify what the specific obstacles are in
entering the United Stated market.

Buying low-priced penny stocks is very risky . . ., page 9

7. Your disclosure that "the penny stock rules may result in fewer
brokers willing to make a market in our shares or affect the
ability
of broker-dealers to make a market in or trade our common stock
and
may also affect your ability to resell any shares you purchase in
this offering . . ." is vague.  Revise to clarify the specific
risk
that investors may find it difficult to sell their securities, if
at
all.

Due to the lack of a trading market . . ., page 10

8. Briefly disclose the requirements to trade on the OTC Bulletin
Board.

Our officers and directors and their affiliates . . ., page 11

9. We note your caption that "[o]ur officers and directors and
their
affiliates may continue to exercise significant control . . ."
Please revise to specifically refer to your two officers and
directors rather than to your "officers, directors and their
affiliates."  Also, because your two officers and directors will
continue to exercise significant control" over you, please change
the
word "may" to "will."

Terms of the Offering, page 14

10. Please see prior comment 24 and address whether investors are
permitted to rescind the purchase of your securities during the
offering period.

Description of Our Business, page 19

	Industry Background, page 20

11. We note your market data regarding the expected growth in the
mobile phone market.  Please address whether some cell phone
accessories can be re-used when someone purchases a new cell
phone,
particularly when someone purchases the same cell phone brand.

Principal Products and Their Markets, page 20

12. We note your disclosure that you will be selling these
products
to retailers and wholesalers/distributors.  Please briefly
describe
these types of customers.  For example, are the retailers
typically
electronic stores or more specialized cell phone retailers?
Approximately how many of these retailers and
wholesalers/distributors are located in western Canada?  Also, do
you
expect your margins will be the same in selling to either
retailers
or wholesalers?

Government and Industry Regulation, page 24

13. Please specify the "common business and tax rules" to which
you
refer.  Also, are there any trade rules between the United States
and
Canada that you will need to comply with?  Please ensure that you
describe the effect of all existing or probable government
regulations on your business.  See Item 101(a)(9) of Regulation S-
B.

Management`s Discussion and Analysis or Plan of Operation, page 25

14. We note the disclosure you have added in response to comment
34.
Qualify your new disclosure regarding "the benefit of shareholder
confidence in the liquidity of their shares . . ." to clarify that
no
public market exists for your shares.

15. We note the disclosure you have added in response to prior
comment 36, however, please revise to provide a discussion in a
more
quantified fashion.  In this regard, please provide a more
integrated
discussion regarding the total amount of money you will need in
the
next twelve months and how you will fund your operations.

*    *    *    *

      As noted, please amend your Form SB-2 in response to our
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.   Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Joseph Cascarano, Staff Accountant, at (202)
824-5357 or Robert Littlepage, Accountant Branch Chief, at (202)
942-
1947 if you have questions regarding comments on the financial
statements and related matters.  Please contact Albert Pappas,
Staff
Attorney, at (202) 942-7914, or me at (202) 942-1990 with any
other
questions.  Please note, as of Monday, April 25, 2005, the numbers
will change to (202) 551-3376 for Joe Cascarano, (202) 551-3361
for
Robert Littlepage, (202) 551-3378 for Albert Pappas and (202) 551-
3810 for me.

      Sincerely,

							Michele M. Anderson
							Legal Branch Chief

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Ms. Rachel Wosk
International Cellular Accessories
April 20, 2005
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