##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2009
 or
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission
File No. 000-50742
 INTERNATIONAL CONSOLIDATED COMPANIES, INC.
  Florida
    
    02-0555904(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (IRS Employer
Identification No.)
 2100 19 TH STREET
Sarasota, FL 34234    (941)-330-0336
  Yes o No þ
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance SheetsCondensed
Consolidated Statements of Operations  (Unaudited)Condensed Consolidated Statements of Cash Flows  (Unaudited)Notes to Condensed Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4 and 4T Controls and ProceduresPART IIOTHER INFORMATIONItem 6. ExhibitsSignaturesExhibit 31.1Exhibit 31.2Exhibit 32.1




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
 (FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2009 AND 2008




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 PagesCONSOLIDATED FINANCIAL STATEMENTS:Condensed consolidated balance sheets as of March 31, 2009
(Unaudited) and December 31, 2008 (Audited)
    
    
    4Condensed consolidated statements of operations for the three
months ended March 31, 2009 and 2008 (Unaudited)
    
    
    5Condensed consolidated statements of cash flows for the three
months ended March 31, 2009 and 2008 (Unaudited)
    
    
    6 - 7Notes to condensed consolidated financial statements
    
    
    8 - 20




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008Unaudited
    
    

AuditedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    12,085
    
    
    $
    122Accounts receivable, net
    
    
    367,725
    
    
    
    Total
current assets
    
    
    379,810
    
    
    
    122PROPERTY AND EQUIPMENT net
    
    
    1,078,743
    
    
    
    OTHER ASSETSGoodwill
    
    
    4,073,116
    
    
    
    Security
    
    
    28,352
    
    
    
    Miscellaneous Receivable
    
    
    72,367
    
    
    
    Intangible assets, net
    
    
    12,493
    
    
    
    4,186,328
    
    
    
    TOTAL ASSETS
    
    $
    5,644,881
    
    
    $
    122LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    879,300
    
    
    $
    Accounts payable and accrued expenses
    
    
    1,777,063
    
    
    
    127,511Shareholders loans
    
    
    337,360
    
    
    
    Series B Convertible redeemable preferred stock,
no par, 100,000,000 shares authorized for Series A and B, 2,500 shares issued series B
    
    
    120,336
    
    
    
    TOTAL
CURRENT LIABILITIES
    
    
    3,114,059
    
    
    
    127,511LONG TERM LIABILITIESSeries B Convertible redeemable preferred stock,
no par, 100,000,000 shares authorized for Series A and B, 2,500 shares issued series B
    
    
    1,019,664
    
    
    
    Long-term debt, net of current portion
    
    
    265,222
    
    
    
    TOTAL LONG TERM LIABILITIES
    
    
    1,284,886
    
    
    
    STOCKHOLDERS EQUITY (DEFICIT)Preferred stock, no par value, 100,000,000 shares authorized for series A and B and 1,000,000
issued Series A and outstanding at March 31, 2009 and December 31, 2008
    
    
    50,000
    
    
    
    50,000Common stock, no par value, 100,000,000 shares authorized
at March 31, 2009 and December 31, 2008; 70,453,526 and 38,253,526 shares issued
and outstanding at March 31, 2009 and December 31, 2008
    
    
    9,682,229
    
    
    
    7,606,229Additional paid-in capital
    
    
    59,698
    
    
    
    59,698Retained (deficit)
    
    
    (8,545,991
    )
    
    
    (7,843,316
    )TOTAL STOCKHOLDERS EQUITY (DEFICIT)
    
    
    1,245,936
    
    
    
    (127,389
    )TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
    
    $
    5,644,881
    
    
    $
    122
   5




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 2009
    
    
    2008REVENUE
    
    $
    1,545,691
    
    
    $
    COSTS OF GOODS SOLD
    
    
    816,084
    
    
    
    GROSS PROFIT
    
    
    729,607
    
    
    
    OPERATING EXPENSESProfessional fees and administrative payroll
    
    
    673,305
    
    
    
    2,720,327General and administrative expenses
    
    
    698,996
    
    
    
    268,568Depreciation and amortization
    
    
    39,724
    
    
    
    10,1661,412,025
    
    
    
    2,999,061LOSS BEFORE OTHER INCOME (EXPENSE)
    
    
    (682,418
    )
    
    
    (2,999,061
    )OTHER INCOME (EXPENSE)Interest income
    
    
    
    
    
    
    8,000Interest expense
    
    
    (20,257
    )
    
    
    (20,257
    )
    
    
    8,000LOSS BEFORE INCOME TAXES
    
    
    (702,675
    )
    
    
    (2,991,061
    )Provision for income taxes
    
    
    
    
    
    
    NET LOSS APPLICABLE TO COMMON SHARES
    
    $
    (702,675
    )
    
    $
    (2,991,061
    )NET LOSS PER BASIC AND DILUTED SHARES
    
    $
    (0.01
    )
    
    $
    (0.20
    )WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
    
    
    49,105,415
    
    
    
    14,886,042
   6




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 2009
    
    
    2008(Unaudited)
    
    
    (Restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (702,675
    )
    
    $
    (2,991,061
    )Adjustments to reconcile net loss
to net cash used in operating activities:Depreciation and amortization
    
    
    39,724
    
    
    
    10,166Issuance of common stock for services
    
    
    146,000
    
    
    
    1,688,800Issuance of common stock for compensation
    
    
    405,000
    
    
    
    873,000Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (139,292
    )
    
    
    71(Increase) decrease in prepaid expenses and other current assets
    
    
    
    
    
    
    90,000Increase (decrease) in accounts payable and accrued expenses
    
    
    (66,841
    )
    
    
    69,404Total adjustments
    
    
    384,591
    
    
    
    2,731,441Net cash
used in operating activities
    
    
    (318,084
    )
    
    
    (259,620
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments on long-term debt
    
    
    (147,787
    )
    
    
    (4,578
    )Issuance of common stock for cash
    
    
    100,000
    
    
    
    50,000Increase (decrease) in liability for stock to be issued
    
    
    
    
    
    
    200,000Shareholders
loans  related party
    
    
    377,834
    
    
    
    5,150Net cash provided by financing activities
    
    
    330,047
    
    
    
    250,572NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    11,963
    
    
    
    (9,048
    )CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD
    
    
    122
    
    
    
    9,048CASH AND CASH EQUIVALENTS  END OF PERIOD
    
    $
    12,085
    
    
    $
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for interest
    
    $
    20,257
    
    
    $
    Cash paid during the year for income taxes
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURE OF NON CASH INFORMATION:Common stock issued for compensation
    
    $
    405,000
    
    
    $
    873,000Common stock issued for services
    
    $
    146,000
    
    
    $
    1,688,800
   7




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 SUPPLEMENTAL DISCLOSURE OF NON CASH INFORMATION (CONTINUED):
 Acquisition
of 1.2.1 Direct Response: On February 13, 2009, the Company acquired
1.2.1 Direct Response and these balances:
 Accounts receivable
    
    $
    228,433.00Receivable  other
    
    
    151,658.00Property and
equipment, net
    
    
    1,117,207.00Miscellaneous Receivable
    
    
    15,494.00Intangible assets  net
    
    
    13,753.00Security deposit
    
    
    28,352.00Goodwill
    
    
    4,073,111.00Accounts
payable and accrued expenses
    
    
    (1,803,346.00
    )Long term
debt
    
    
    (1,197,092.00
    )Preferred
stock liability current Series A redeemable preferred shares
    
    
    (1,150,000.00
    )Shareholder
loans
    
    
    (52,570.00
    )Stock issued
    
    $
    1,425,000.00
   8




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
    NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Use of Estimates




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Revenue and Cost Recognition
   Provision for Bad Debt
   Cash and Cash Equivalents
   Accounts Receivable




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Property and Equipment
  Furniture and fixtures
    
    5 yearsEquipment
    
    5 yearsTrucks
    
    3 years
 Advertising
  Fair Value of Financial Instruments
  Income Taxes
  Stock-Based Compensation
 Accounting for Stock-Based Compensation




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Stock-Based Compensation (Continued)
   Income (Loss) per Share of Common Stock
   March 31,2009
    
    
    2008Net (loss)
    
    
    (702,675
    )
    
    
    (2,991,061
    )Weighted-average common shares outstanding Basic
    
    
    49,105,415
    
    
    
    14,886,042Weighted-average common stock equivalentsStock options
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    Weighted-average common shares outstanding
Diluted
    
    
    49,105,415
    
    
    
    14,886,042




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Recent Accounting Pronouncements




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Recent Accounting Pronouncements (Continued)




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 3- GOING CONCERN
  NOTE 4- ACCOUNTS RECEIVABLE
  March 31,
    
    
    December 31,2009
    
    
    2008Accounts receivable
    
    $
    367,725
    
    
    $
    Less allowance for doubtful accounts
    
    
    
    
    
    
    Total accounts receivable, net
    
    $
    367,725
    
    
    $
    




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 5- PROPERTY AND EQUIPMENT
  March 31,
    
    
    December 31,2009
    
    
    2008Computer equipment
    
    $
    121,349
    
    
    $
    128,745Equipment
    
    
    981,809Furniture and Fixtures
    
    
    210,469
    
    
    
    112,022Leasehold improvements
    
    
    42,973Transportation Equipment
    
    
    25,995
    
    
    
    24,6211,382,595
    
    
    
    265,388Less: Accumulated Depreciation
    
    
    (303,852
    )
    
    
    (265,388
    )Net Book Value
    
    $
    1,078,743
    
    
    $
    




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 6- RELATED PARTY TRANSACTIONS




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 7- LEASE OBLIGATION
   Period ended March 31,2010
    
    $
    419,9262011
    
    
    89,7562012
    
    
    20,000$
    529,682




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 8- LONG-TERM DEBT
  2009
    
    
    2008Total debt
    
    $
    1,144,522
    
    
    $
    Less current portion
    
    
    879,300
    
    
    
    Long-term portion
    
    $
    265,222
    
    
    $
    
  Amount12/31/2009
    
    $
    879,30012/31/2010
    
    
    165,00712/31/2011
    
    
    58,21512/31/2012
    
    
    42,000Total debt
    
    $
    1,144,522




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE
9- PROVISION FOR INCOME TAXES
   March 31,
    
    
    December 31,2009
    
    
    2008Deferred taxes due to net operating loss carry forward
    
    $
    2,563,797
    
    
    $
    2,352,995Less: Valuation allowance
    
    
    (2,563,797
    )
    
    
    (2,352,995
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  NOTE 10- STOCKHOLDERS EQUITY




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 10- STOCKHOLDERS EQUITY (CONTINUED)
   
    
    Dividends of $41.40 per annum per share of Class B Preferred Stock
shall accrue and be paid in equal monthly installments on the 1st day of each
month, whether or not declared. The dividends shall be cumulative if not paid.
 
    
    Each share of Class B Preferred Stock shall be convertible into shares
of registered Common Stock determined by dividing the then effective conversion
price, as adjusted, into the original issue price of the Class B Preferred Stock,
at the option of the holder, at any time and from time to time. Holder shall effect
conversions by providing the Company with a form of conversion notice. The initial
conversion rate shall be 1-to-1.
 
    
    The Company shall have the right to redeem the Class B Preferred Stock
at the price of $460.00 per share, plus any unpaid dividends. All outstanding
Shares will be redeemed no later than December 31, 2013.




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 10- STOCKHOLDERS EQUITY (CONTINUED)




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 11- RESTATEMENT
  For 3/31/08
 Originally Filed
    
    
    RestatedFor the quarter
    
    
    For the quarterended
    
    
    endedMarch 31, 2008
    
    
    March 31, 2008Assets
    
    $
    10,654,072
    
    
    $
    654,564Liabilities
    
    
    6,702,131
    
    
    
    342,545Minority Interest
    
    
    3,490,021
    
    
    
    Stockholders Equity
    
    
    461,920
    
    
    
    312,019Total Liabilities and Stockholders Equity
    
    $
    10,654,072
    
    
    $
    654,564
 Originally Filed
    
    
    RestatedFor the quarter
    
    
    For the quarterended
    
    
    endedMarch 31, 2008
    
    
    March 31, 2008OPERATING EXPENSES:
    
    $
    2,991,160
    
    
    $
    2,991,061(LOSS) FROM OPERATIONS
    
    
    (2,991,160
    )
    
    
    (2,991,061
    )NET (LOSS)
    
    $
    (2,991,160
    )
    
    $
    (2,991,061
    )Net loss per share, basic and diluted
    
    $
    (0.20
    )
    
    $
    (0.20
    )Weighted average number of shares outstanding,
basic and diluted
    
    
    14,886,042
    
    
    
    14,886,042




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMELY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009 AND 2008
 NOTE 12- ACQUISTION
  121 Direct Response, Inc.
    2009
    
    
    2008Net sales
    
    $
    3,963,269
    
    
    $
    4,257,982Gross profit
    
    $
    2,427,820
    
    
    $
    2,121,242Selling, general and administrative expenses
    
    $
    800,937
    
    
    $
    5,644,950Net loss
    
    $
    (420,783
    )
    
    $
    (3,441,225
    )Basic loss per share
    
    $
    
    
    
    $
    




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##### Table of Contents



ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD-LOOKING STATEMENTS
   General




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Plan of Operation and Discussion of Operations




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##### Table of Contents



Liquidity and capital Resources
    Cash flows from operating activities:
 Cash flows from financing activities:
 Off Balance Sheet Arrangements




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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4T CONTROLS AND PROCEDURES




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PART II
OTHER INFORMATION
 
 ITEM 6. Exhibits.
  Exhibit No.
    
    Exhibit31.1
    
    
    Certification of Chief Executive Officer of the Company
required by Rule 13a-14(a) under the Securities Exchange Act
of 1934, as amended31.2
    
    
    Certification of Chief Financial Officer of the Company
required by Rule 13a-14(a) under the Securities Exchange Act
of 1934, as amended32.1
    
    
    Certification of Chief Executive Officer and Chief Financial
Officer of the Company required by Rule 13a-14(b) under the
Securities Exchange Act of 1934, as amended
 
 SIGNATURES
  Dated:  May 20, 2009
    INTERNATIONAL CONSOLIDATED COMPANIES, INC./s/ Antonio F. Uccello IIIAntonio F. Uccello IIIPresident and Chief Executive Officer




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EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    
    Certification of Chief Executive Officer of the Company
required by Rule 13a-14(a) under the Securities Exchange
Act of 1934, as amended31.2
    
    
    Certification of Chief Financial Officer of the Company
required by Rule 13a-14(a) under the Securities Exchange
Act of 1934, as amended32.1
    
    
    Certification of Chief Executive Officer and Chief
Financial Officer of the Company required by Rule 13a-14(b)
under the Securities Exchange Act of 1934, as amended