##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 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 September 30, 2009
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission file number 0-50742
 INTERNATIONAL CONSOLIDATED COMPANIES, INC.
  FLORIDA
    
    02-0555904(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer Identification No.)
 
 
 (Issuers telephone number)
 th  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
  o þ




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##### 



PagePART I FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets
    
    
    6Condensed Consolidated Statements of Operations  (Unaudited)
    
    
    7Condensed Consolidated Statements of Cash Flows  (Unaudited)
    
    
    8-9Notes to Condensed Consolidated Financial Statements
    
    
    10-29Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    30-35Item 3. Quantitative and Qualitative Disclosures about Market RiskItem 4 and 4T Controls and Procedures
    
    
    34-35PART II OTHER INFORMATIONItem 6. Exhibits
    
    
    36Signatures
    
    
    37Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
  3




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
  4




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 PagesCONDENSED CONSOLIDATED FINANCIAL STATEMENTS:Condensed consolidated balance sheets as of September 30,
2009 (Unaudited) and December 31, 2008
    
    
    6Condensed consolidated statements of operations for the
nine and three months ended September 30, 2009 and
2008- (Unaudited)
    
    
    7Condensed consolidated statements of cash flows for the
nine and three months ended September 30, 2009 and
2008- (Unaudited)
    
    
    8-9Notes to condensed consolidated financial statements
    
    
    10-29
  5




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    192,908
    
    
    $
    122Accounts receivable, net
    
    
    175,479
    
    
    
    Prepaid consulting fees
    
    
    137,500
    
    
    
    Due from financial institution
    
    
    464,181
    
    
    
    970,068
    
    
    
    122PROPERTY AND EQUIPMENT net
    
    
    547,960
    
    
    
    OTHER ASSETSGoodwill
    
    
    3,914,476
    
    
    
    Other assets
    
    
    61,337
    
    
    
    Intangible assets, net
    
    
    7,480
    
    
    
    Shareholder loan receivable
    
    
    264,171
    
    
    
    4,247,464
    
    
    
    TOTAL ASSETS
    
    $
    5,765,492
    
    
    $
    122LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable
    
    $
    1,333,979
    
    
    $
    127,511Current portion of long term debt
    
    
    388,858
    
    
    
    Current portion of leases payable
    
    
    208,214
    
    
    
    Related party debt
    
    
    84,433
    
    
    
    Accrued expenses
    
    
    474,713
    
    
    
    Shareholder loan payable
    
    
    229,041
    
    
    
    2,719,238
    
    
    
    127,511LONG TERM LIABILITIESLong term debt, net of current portion
    
    
    90,800
    
    
    
    Leases payable, net of current portion
    
    
    67,710
    
    
    
    158,510
    
    
    
    TOTAL LIABILITIES
    
    
    2,877,748
    
    
    
    127,511STOCKHOLDERS EQUITY (DEFICIT)Common
stock, no par value, 500,000,000 shares authorized
126,823,091 and 38,253,526 shares issued and outstanding,
respectively
    
    
    10,978,326
    
    
    
    7,606,229Preferred stock series 100,000,000 shares authorizedSeries A, 1,000,000 and 0 shares issued and outstanding, respectively
    
    
    50,000
    
    
    
    50,000Series B, 2,500 and 0 shares issued and 2,348 and 0 outstanding,
respectively
    
    
    1,080,000
    
    
    
    Additional paid-in capital
    
    
    59,698
    
    
    
    59,698Retained earnings (deficit)
    
    
    (9,280,280
    )
    
    
    (7,843,316
    )TOTAL STOCKHOLDERS EQUITY (DEFICIT)
    
    
    2,887,744
    
    
    
    (127,389
    )TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
    
    $
    5,765,492
    
    
    $
    122
   6




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 Nine months ended September 30,
    
    
    Three months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUE
    
    $
    10,729,575
    
    
    $
    
    
    
    $
    5,462,743
    
    
    $
    COSTS OF GOODS SOLD
    
    
    6,007,626
    
    
    
    
    
    
    
    3,294,244
    
    
    
    GROSS PROFIT
    
    
    4,721,949
    
    
    
    
    
    
    
    2,168,499
    
    
    
    OPERATING EXPENSESStock issued for
services and
compensation
    
    
    1,709,587
    
    
    
    3,447,681
    
    
    
    168,587
    
    
    
    379,556General and
administrative
expenses
    
    
    3,990,772
    
    
    
    177,760
    
    
    
    1,478,489
    
    
    
    37,454Depreciation and
amortization
    
    
    170,761
    
    
    
    30.498
    
    
    
    61,813
    
    
    
    10,1665,871,120
    
    
    
    3,685,939
    
    
    
    1,708,889
    
    
    
    427,176INCOME
(LOSS) BEFORE OTHER
INCOME (EXPENSE)
    
    
    (1,149,171
    )
    
    
    (3,685,939
    )
    
    
    459,610
    
    
    
    (427,176
    )OTHER INCOME
(EXPENSE)Other income
    
    
    13,810
    
    
    
    
    
    
    
    (7,707
    )
    
    
    8,000Interest and
financing costs,
net
    
    
    (200,277
    )
    
    
    24,000
    
    
    
    (112,579
    )
    
    
    Loss on disposal of
assets
    
    
    (43,233
    )
    
    
    
    
    
    
    
    
    
    
    (229,700
    )
    
    
    24,000
    
    
    
    (120,286
    )
    
    
    8,000INCOME (LOSS) BEFORE
INCOME TAXES
    
    
    (1,378,871
    )
    
    
    (3,661,939
    )
    
    
    339,324
    
    
    
    (419,176
    )Provision for
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS) APPLICABLE
TO COMMON SHARES
    
    $
    (1,378,871
    )
    
    $
    (3,661,939
    )
    
    $
    339,324
    
    
    $
    (419,176
    )NET INCOME (LOSS)
PER BASIC AND
DILUTED SHARES
    
    $
    (0.02
    )
    
    $
    (0.21
    )
    
    $
    0.00
    
    
    $
    (0.02
    )WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
    
    
    81,439,859
    
    
    
    17,151,547
    
    
    
    119,571,233
    
    
    
    18,862,563
   7




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 Nine months ended September 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (1,378,871
    )
    
    $
    (3,661,939
    )Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    170,761
    
    
    
    30,498Issuance of common stock for services
    
    
    622,097
    
    
    
    1,992,800Issuance of common stock for compensation
    
    
    1,075,000
    
    
    
    908,000Amortization of prepaid expenses
    
    
    12,500
    
    
    
    150,000Loss on disposal of assets
    
    
    43,234
    
    
    
    Bad Debt Expense
    
    
    
    
    
    
    875Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    52,954
    
    
    
    71(Increase) decrease in due from financial institution
    
    
    (464,181
    )
    
    
    (Increase) decrease in other assets
    
    
    134,167
    
    
    
    Increase (decrease) in accounts payable and accrued expenses
    
    
    (82,611
    )
    
    
    83,854Total adjustments
    
    
    1,563,921
    
    
    
    3,166,098Net cash provided by (used in) operating activities
    
    
    185,050
    
    
    
    (495,841
    )CASH FLOWS FROM INVESTING ACTIVITIES:Increase in receivable-related party
    
    
    (66,171
    )
    
    
    (23,200
    )Acquisition of property and equipment
    
    
    (3,855
    )
    
    
    (426
    )Net cash used in investing activities
    
    
    (70,026
    )
    
    
    (23,626
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments on long term debt
    
    
    (123,186
    )
    
    
    (4,578
    )Proceeds on common stock to be issued
    
    
    
    
    
    
    533,750Issuance of common stock for cash
    
    
    100,000
    
    
    
    Redemption of preferred stock
    
    
    (70,000
    )
    
    
    Payments for Preferred Series B dividends
    
    
    (58,093
    )
    
    
    Increase in shareholder loans (net)
    
    
    229,041
    
    
    
    Liability for stock to be issued
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    77,762
    
    
    
    529,172NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    192,786
    
    
    
    9,705CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD
    
    
    122
    
    
    
    9,048CASH AND CASH EQUIVALENTS  END OF PERIOD
    
    $
    192,908
    
    
    $
    18,753SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid
during the period for interest
    
    $
    4,920
    
    
    $
    Cash paid
during the period for income taxes
    
    $
    
    
    
    $
    
   8




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 SUPPLEMENTAL DISCLOSURE OF NON CASH INFORMATION (CONTINUED):
 Acquisition of 121 Direct Response:Accounts receivable
    
    $
    228,433Shareholder loan receivable
    
    
    198,000Taxes Receivable
    
    
    151,658Fixed assets -net
    
    
    1,068,799Miscellaneous receivable
    
    
    15,494Intangible assets -net
    
    
    13,753Security Deposit
    
    
    28,352Goodwill
    
    
    3,914,476Accounts Payable and accrued expense
    
    
    (1,719,303
    )Long term debt
    
    
    (1,197,092
    )Shareholder loan
    
    
    (127,570
    )Preferred stock liability
    
    
    (1,150,000
    )Total
    
    $
    1,425,000
    9




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2009 AND 2008
 NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION
       10




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Use of Estimates
  Revenue and Cost Recognition
    Accounts Receivable and Allowance for Doubtful Accounts
   11




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Due from Financial Institution
  Provision for Bad Debt
   Cash and Cash Equivalents
   Property and Equipment
  Furniture and fixtures
    
    5 yearsEquipment
    
    5 yearsTrucks
    
    3 years
 Capitalization Policy
   12




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Advertising
  Intangible Assets
  Fair Value of Financial Instruments
    Income Taxes
   13




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Goodwill
   Stock-Based Compensation
 Accounting for Stock-Based Compensation
   14




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Stock-Based Compensation (Continued)
    15




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Stock-Based Compensation (Continued)
  Income (Loss) per Share of Common Stock
   16




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Recent Accounting Pronouncements
 Generally Accepted Accounting Principles 
Overall FASB Accounting Standards Codification
 Fair Value Measurements and
Disclosures  Overall Fair Value Measurements and Disclosures  Overall
 Implementation Guidance and Illustrations
 Fair Value Measurements and
Disclosures  Overall  Transition and Open Effective Date Information
 Financial Instruments  Overall 
Transition and Open Effective Date Information
  17




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 3- GOING CONCERN
  NOTE
4- DUE FROM FINANCIAL INSTITUTION
  Accounts receivable, net Due from financial institution Current assets
  18




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 5- CONCENTRATIONS OF CREDIT RISK
  NOTE 6- PROPERTY AND EQUIPMENT
  September 30,
    
    
    December 31,2009
    
    
    2008Computer equipment
    
    $
    647,149
    
    
    $
    128,745Equipment
    
    
    507,647
    
    
    
    Furniture and Fixtures
    
    
    294,904
    
    
    
    112,022Leasehold improvements
    
    
    51,983
    
    
    
    Transportation Equipment
    
    
    29,620
    
    
    
    24,6211,531,303
    
    
    
    265,388Less: Accumulated Depreciation
    
    
    (1,229,405
    )
    
    
    (265,388
    )Net Book Value
    
    $
    301,898
    
    
    $
    
    19




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 6- PROPERTY AND EQUIPMENT (CONTINUED)
  September 30,
    
    
    December 31,2009
    
    
    2008Capital lease equipment
    
    $
    467,123
    
    
    $
    Less: Accumulated Depreciation
    
    
    (221,061
    )
    
    
    Net Book Value
    
    $
    246,062
    
    
    $
    
  NOTE 7- LEASE OBLIGATION
   Period ended September 30:2010
    
    $
    225,7552011
    
    
    182,2552012
    
    
    182,5552103
    
    
    182,5552014
    
    
    182,555Thereafter
    
    
    292,077$
    1,246,854
   20




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 8- LONG-TERM DEBT
 September 30,
    
    
    December 31,2009
    
    
    2008Asset Purchase Agreement debt;
interest at 10%. The loan was due in
full by December 31, 2006, secured by
first lien on certain listed fixed
assets; currently in arrears.
    
    $
    61,261
    
    
    $
    Note Payable, in arrears.
    
    
    75,000
    
    
    
    Legal settlement payable due in
payments of $3,500 per month through
December 2012.
    
    
    161,000
    
    
    
    Note Payable; interest at 6%; due in
monthly installments of $2,500 due in
2009.
    
    
    3,558
    
    
    
    Note Payable; interest at 6%; due in
monthly installments of $9,575 due in
2011.
    
    
    124,475
    
    
    
    Note payable; interest at 9%; monthly
installments of $6,221; personally
guaranteed by the stockholder.
    
    
    54,364
    
    
    
    Total Debt
    
    
    479,658Less: Current Portion of Long-Term Debt
    
    $
    (388,858
    )Net Long-Term Debt
    
    $
    90,800
    
    
    $
    
  Year ending September 30, 2009:2010
    
    $
    388,8582011
    
    
    80,3002012
    
    
    10,500$
    479,658
  21




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 9- RELATED PARTY DEBT
 September 30,
    
    
    December 31,2009
    
    
    2008Short term loan to officer/stockholder; interest at 5%; unsecured.
    
    $
    50,000
    
    
    $
    Note payable to officer; interest at 6%; repayments of $720 per
month, through September 2011; unsecured.
    
    
    14,224
    
    
    
    Note payable to officer/stockholder; interest at 6%; repayments
of $878 per month, through September 2011; unsecured.
    
    
    20,209
    
    
    
    $
    84,433
    
    
    $
    
 NOTE 10- SHAREHOLDER LOAN RECEIVABLE
   22




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 11- CAPITAL LEASES PAYABLE
 September 30,
    
    
    December 31,2009
    
    
    2008Equipment lease payable; interest at 8.5%; payments are $10,133 per
month through November 2010.
    
    $
    136,282
    
    
    $
    Equipment lease payable; interest at 8.5%; payments are $884 per month
through November 2009.
    
    
    1,674
    
    
    
    Equipment lease payable; interest at 15.6%; payments are $988 per
month through April 2011.
    
    
    14,684
    
    
    
    Equipment lease payable; interest at 18.4%; payments are $889 per
month through October 2009.
    
    
    991
    
    
    
    Equipment lease payable; interest at 24.0%; payments are $67 per month
through October 2009.
    
    
    0
    
    
    
    Equipment lease payable; payments are $1,340 per month through
November 2010.
    
    
    16,714
    
    
    
    Equipment lease payable; payments are $1,098 per month through
December 2009.
    
    
    18,029
    
    
    
    Equipment lease payable; payments are $1,219 per month through
December 2009.
    
    
    4,873
    
    
    
    Equipment lease payable; payments are $1,117 per month through
November 2010.
    
    
    16,636
    
    
    
    Equipment lease payable; payments are $539 per month through July 2011.
    
    
    13,793
    
    
    
    Equipment lease payable; payments are $740 per month through February
2010.
    
    
    4,864
    
    
    
    Equipment lease payable; payments are $1,001 per month through January
2009.
    
    
    0
    
    
    
    Equipment lease payable; payments are $2,118 per month through April
2011.
    
    
    47,384
    
    
    
    Total
Capital Leases Payable
    
    
    275,924
    
    
    
    Less:
current portion of leases payable
    
    
    (208,214
    )
    
    
    Leases
payable, net of current portion
    
    $
    67,710
    
    
    $
    
  23




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 11- CAPITAL LEASES PAYABLE (CONTINUED)
  Year
ending September 30,:2010
    
    $
    208,2142011
    
    
    67,710$
    275,924
 NOTE 12- PROVISION FOR INCOME TAXES
  September 30,
    
    
    December 31,2009
    
    
    2008Deferred taxes due to net operating loss carry forward
    
    $
    2,055,886
    
    
    $
    2,352,995Less: Valuation allowance
    
    
    (2,055,886
    )
    
    
    (2,352,995
    )Net deferred tax asset
    
    $
    
    
    
    $
    
   24




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 13- STOCKHOLDERS EQUITY
      
    
    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.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 13- STOCKHOLDERS EQUITY (CONTINUED)
 For the quarter ended March 31, 2008
    For the quarter ended June 30, 2008
   For the quarter ended March 31, 2009
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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 13- STOCKHOLDERS EQUITY (CONTINUED)
 For the quarter ended June 30, 2009
     For the quarter ended September 30, 2009
      NOTE 14- ACQUISITION
  Accounts receivable
    
    $
    228,433Shareholder loan receivable
    
    
    198,000Receivable -other
    
    
    151,658Fixed assets -net
    
    
    1,068,799Receivable -other
    
    
    15,494Intangible assets -net
    
    
    13,753Security Deposit
    
    
    28,352Goodwill
    
    
    3,914,476Accounts payable and accrued expenses
    
    
    (1,719,303
    )Long term debt
    
    
    (1,197,092
    )Officers loans
    
    
    (127,570
    )Preferred stock
    
    
    (1,150,000
    )Total
    
    $
    1,425,000
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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 14- ACQUISITION (CONTINUED)
 121 Direct Response, Inc.
    Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    11,892,005
    
    
    $
    10,192,361
    
    
    $
    5,462,743
    
    
    $
    3,990,974Gross profit
    
    $
    5,096,798
    
    
    $
    5,605,799
    
    
    $
    2,168,499
    
    
    $
    1,011,653Selling, general and administrative expenses
    
    $
    6,332,616
    
    
    $
    12,791,040
    
    
    $
    1,708,889
    
    
    $
    3,177,426Net income
(loss)
    
    $
    (1,016,144
    )
    
    $
    (3,354,234
    )
    
    $
    339,324
    
    
    $
    (2,165,723
    )Basic income (loss) per share
    
    $
    (0.01
    )
    
    $
    (0.25
    )
    
    $
    0.00
    
    
    $
    (0.12
    )
  28




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
 NOTE 15- SHAREHOLDER & LOAN PAYABLE
   29




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Item 2. Managements Discussion and Analysis or Plan of Operation.
   RESULTS OF OPERATIONS
   30




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Nine Months Ended September 302009
    
    
    2008Revenue
    
    
    10,729,575
    
    
    
    Cost of Goods Sold
    
    
    6,007,626
    
    
    
    Gross Profit
    
    
    4,721,949
    
    
    
    Total Operating Expenses
    
    
    5,871,120
    
    
    
    3,685,939Net (Loss) Before Other Income (Expense)
    
    
    (1,149,171
    )
    
    
    (3,685,939
    )Total Other Income (Expense)
    
    
    (229,700
    )
    
    
    24,000Net (Loss) Before Provision For Income Taxes
    
    
    (1,378,871
    )
    
    
    (3,661,939
    )Net (Loss) Applicable To Common Shares
    
    $
    (1,378,871
    )
    
    $
    (3,661,939
    )Net (Loss) Per Basic and Diluted Shares
    
    $
    (0.02
    )
    
    $
    (0.21
    )Weighted Average Number of Common Shares Outstanding
    
    
    81,439,859
    
    
    
    17,151,547
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Three Months Ended September 302009
    
    
    2008Revenues
    
    $
    5,462,743
    
    
    
    Cost of Goods Sold
    
    $
    3,294,244
    
    
    
    Gross profit
    
    $
    2,168,499
    
    
    
    Total Operating Expenses
    
    $
    1,708,889
    
    
    
    (427,176
    )Net Income (Loss) Before Other Income (Expense)
    
    
    459,610
    
    
    
    (427,176
    )Total Other Income (Expense)
    
    
    (120,286
    )
    
    
    8,000Net Income (Loss) Before Provision For Income Taxes
    
    
    339,324
    
    
    
    (419,176
    )Provision For Income Taxes
    
    
    0
    
    
    
    -0-Net Income (Loss) Applicable To Common Shares
    
    $
    339,324
    
    
    $
    (419,176
    )Net Income (Loss) Per Basic And Diluted Shares
    
    $
    0.0
    
    
    $
    (0.02
    )Weighted Average Number of Common Shares
Outstanding
    
    
    119,571,233
    
    
    
    18,862,563
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PART II  OTHER INFORMATION
 Item 1. Legal Proceedings.
  Item 2. Changes in Securities.
  Item 3. Defaults Upon Senior Securities.
  Item 4. Submission of Matters to a Vote of Security Holders.
  Item 5. Other Information.
  
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Item 6. Exhibits and Reports on Form 8-K.
 (a) INDEX TO EXHIBITS.
 Exhibit Number31.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 (b) INDEX
TO REPORTS ON FORM 8-K:
  
 SIGNATURES
  INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(Registrant)Date November 16, 2009
    /s/ Antonio F. Uccello, IIIAntonio F. Uccello, IIIChief Executive Officer
Chairman of the Board  37