UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-Q
 
 
 (Mark
One)
 [ X
      ]
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended September 30, 2008[    ]
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from ________________ to
      _________________Commission file
number  0-50742
 
 INTERNATIONAL CONSOLIDATED
      COMPANIES, INC.
                _____________________________________________________________________________
                (Exact
      name of small business issuer as specified in its
  charter)FLORIDA
                ________________________________________________
                (State
      or other jurisdiction of incorporation or organization)
              02-0555904
                ____________________________
                (IRS
      Employer Identification No.)2100
      19th
      Street, Sarasota FL  34234
                _____________________________________________________________________________
                (Address
      of principal executive offices)(941)
      330-0336
                _____________________________________________________________________________
                (Issuer's
      telephone number)_____________________________________________________________________________
                (Former
      name, former address and former fiscal year, if changed since last
      report)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes  [ X
]  No  [  ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).  Yes  [  ]  No  [ X
]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
accelerated filer  [  ]                                                                                                           Accelerated
filer  [  ]
 Accelerated
filer Non-accelerated filer [  ]                                                                                Smaller
reporting company [X]
 
 
  APPLICABLE
ONLY TO CORPORATE ISSUERS
  State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 21,020,522 Common Shares no par value as of
September 30, 2008
 
 Transitional
Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
  1
  PART
I — FINANCIAL INFORMATION
 
 Item 1.  Financial
Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
 
 (FORMELY
KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 
 SEPTEMBER
30, 2008 AND 2007
 
 
 
 
 
  2
  INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
 (FORMELY
KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 
 
 CONDENSED
CONSOLIDATED FINANCIAL
STATEMENTS:                                                                                                                                          Pages
 
 
 Condensed
consolidated balance sheets as of September 30, 2008 (Unaudited)
and December 31, 2007
(Audited)                                                            4
 Condensed
consolidated statements of operations for the nine and three
months ended September 30, 2008 and 2007
(Unaudited)                             
5
 
 Condensed
consolidated statement of cash flows for the nine months ended
September 30, 2008 and 2007
(Unaudited)                                                 
6
 
 Notes to
condensed consolidated financial statements
(Unaudited)                                                                                                                                      7-10
 
 
 
  3
  INTERNATIONAL
CONSOLIDATED COMPANIES, INC.


(FORMERLY KNOWN
AS SIGN MEDIA SYSTEMS, INC.)


CONDENSED
CONSOLIDATED BALANCE SHEETS




ASSETS





(Unaudited)
              
              
              (Audited)September
      30,
              
              
              December
      31,2008
              
              
              2007CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              18,753
              
              
              $
              9,048Accounts
      receivable, net
              
              
              -
              
              
              
              94618,753
              
              
              
              9,994PROPERTY AND EQUIPMENT -net
              
              
              9,987
              
              
              
              40,059OTHER
      ASSETSDue
      from related parties
              
              
              639,727
              
              
              
              616,527639,727
              
              
              
              616,527TOTAL
      ASSETS
              
              $
              668,467
              
              
              $
              666,580LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESCurrent
      portion of long-term debt
              
              $
              -
              
              
              $
              4,578Accounts
      payable and accrued expenses
              
              
              144,576
              
              
              
              60,722Liability
      for stock to be issued
              
              
              -
              
              
              
              50,000TOTAL
      LIABILITIES
              
              
              144,576
              
              
              
              115,300STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, no par value, 100,000,000 shares authorized at September 30,
      2008
              
              
              -
              
              
              
              -Common
      stock, no par value, 500,000,000 shares authorizedat
      September 30, 2008 and December 31, 2007; 21,020,522 and 12,566,549 shares
      issuedand
      outstanding at September 30, 2008 and December 31, 2007
              
              
              5,546,950
              
              
              
              2,062,400Additional
      paid-in capital
              
              
              671,700
              
              
              
              671,700Prepaid
      expenses
              
              
              -
              
              
              
              (150,000
              )Retained
      earnings (deficit)
              
              
              (5,694,759
              )
              
              
              (2,032,820
              )TOTAL
      STOCKHOLDERS'  EQUITY (DEFICIT)
              
              
              523,891
              
              
              
              551,280TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              668,467
              
              
              $
              666,580
       4
  INTERNATIONAL CONSOLIDATED COMPANIES,
INC. (FORMERLY KNOWN
AS SIGN MEDIA SYSTEMS, INC.)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
 FOR THE NINE AND THREE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007


NINE
      MONTHS ENDED
            
            
            THREE
      MONTHS ENDEDSeptember
      30,
            
            
            September
      30,
            
            
            September
      30,
            
            
            September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007REVENUE
            
            $
            -
            
            
            $
            24,784
            
            
            $
            -
            
            
            $
            71COSTS
      OF GOODS SOLD
            
            
            -
            
            
            
            3,446
            
            
            
            -
            
            
            
            46GROSS
      PROFIT (LOSS)
            
            
            -
            
            
            
            21,338
            
            
            
            -
            
            
            
            25OPERATING
      EXPENSESProfessional
      fees and administrative payroll
            
            
            3,477,681
            
            
            
            1,366,092
            
            
            
            379,556
            
            
            
            95,304General
      and administrative expenses
            
            
            177,760
            
            
            
            552,111
            
            
            
            37,454
            
            
            
            57,764Depreciation
            
            
            30,498
            
            
            
            30,498
            
            
            
            10,166
            
            
            
            10,1663,685,939
            
            
            
            1,948,701
            
            
            
            427,176
            
            
            
            163,234INCOME
      (LOSS) BEFORE OTHER INCOME (EXPENSE)
            
            
            (3,685,939
            )
            
            
            (1,927,363
            )
            
            
            (427,176
            )
            
            
            (163,209
            )OTHER
      INCOME (EXPENSE)Impairment
      of inventory
            
            
            -
            
            
            
            (7,462
            )
            
            
            -
            
            
            
            -Interest
      income
            
            
            24,000
            
            
            
            22,744
            
            
            
            8,000
            
            
            
            7,284Interest
      expense
            
            
            -
            
            
            
            (9,980
            )
            
            
            -
            
            
            
            (9,598
            )24,000
            
            
            
            5,302
            
            
            
            8,000
            
            
            
            (2,314
            )INCOME
      (LOSS) BEFORE INCOME TAXES
            
            
            (3,661,939
            )
            
            
            (1,922,061
            )
            
            
            (419,176
            )
            
            
            (165,523
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      INCOME (LOSS) APPLICABLE TO COMMON SHARES
            
            $
            (3,661,939
            )
            
            $
            (1,922,061
            )
            
            $
            (419,176
            )
            
            $
            (165,523
            )NET
      LOSS PER BASIC AND DILUTED SHARES
            
            $
            (0.21
            )
            
            $
            (0.17
            )
            
            $
            (0.02
            )
            
            $
            (0.01
            )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING
            
            
            17,151,547
            
            
            
            11,456,234
            
            
            
            18,862,563
            
            
            
            11,787,724
















5





INTERNATIONAL CONSOLIDATED COMPANIES,
INC. (FORMERLY KNOWN
AS SIGN MEDIA SYSTEMS, INC.)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTHS ENDED SEPTEMBER
30, 2008 AND 2007
  2008
                
                
                2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (3,661,939
                )
                
                $
                (1,922,061
                )Adjustments
      to reconcile net lossto
      net cash provided by (used in) operating activities:Depreciation
                
                
                30,498
                
                
                
                30,498Issuance
      of common stock for services
                
                
                1,992,800
                
                
                
                1,075,000Issuance
      of common stock for compensation
                
                
                908,000
                
                
                
                90,000Bad
      debt expense
                
                
                875
                
                
                
                393,835Amortization
      of prepaid expenses
                
                
                150,000
                
                
                
                -Changes
      in assets and liabilities:(Increase)
      decrease in accounts receivable
                
                
                71
                
                
                
                (946
                )(Increase)
      decrease in prepaid expenses
                
                
                -
                
                
                
                (100,000
                )(Increase)
      decrease in inventory
                
                
                -
                
                
                
                7,462Increase
      (decrease) in accounts payable and accrued expenses
                
                
                83,854
                
                
                
                (63,471
                )Total
      adjustments
                
                
                3,166,098
                
                
                
                1,432,378Net
      cash provided by (used in) operating activities
                
                
                (495,841
                )
                
                
                (489,683
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of property and equipment
                
                
                (426
                )
                
                
                (3,281
                )Increase
      in interest receivable - related party
                
                
                (23,200
                )
                
                
                (192,109
                )Net
      cash provided by (used in) investing activities
                
                
                (23,626
                )
                
                
                (195,390
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Payments
      on long-term debt
                
                
                (4,578
                )
                
                
                (6,867
                )Proceeds
      on common stock issued
                
                
                533,750
                
                
                
                362,500Proceeds
      from related parties
                
                
                -
                
                
                
                25,590Net
      cash provided by (used in) financing activities
                
                
                529,172
                
                
                
                381,223NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                9,705
                
                
                
                (303,850
                )CASH
      AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                
                
                9,048
                
                
                
                304,127CASH
      AND CASH EQUIVALENTS - END OF  PERIOD
                
                $
                18,753
                
                
                $
                277SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for interest
                
                $
                -
                
                
                $
                9,980Cash
      paid during the period for income taxes
                
                $
                -
                
                
                $
                -SUPPLEMENTAL
      DISCLOSURE OF NON CASH  INFORMATION:Common
      stock issued for compensation
                
                $
                908,000
                
                
                $
                90,000Common
      stock issued for consulting
                
                $
                1,992,800
                
                
                $
                1,075,000Bad
      debt expense
                
                $
                875
                
                
                $
                393,835
   
   6
  INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
 (FORMELY
KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE
1-     ORGANIZATION AND BASIS OF
PRESENTATION
  The
condensed consolidated unaudited interim financial statements included herein
have been prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  The condensed consolidated
unaudited financial statements and notes are presented as permitted on Form 10-Q
and do not contain information included in the Company’s annual audited
consolidated statements and notes.  Certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading.  It is suggested that these condensed
consolidated unaudited financial statements be read in conjunction with the
December 31, 2007 audited consolidated financial statements and the accompanying
notes thereto.  While management believes the procedures followed in
preparing these condensed consolidated unaudited financial statements are
reasonable, the accuracy of the amounts are in some respects dependent upon the
facts that will exist, and procedures that will be accomplished by the Company
later in the year.
 
 These
condensed consolidated unaudited financial statements reflect all adjustments,
including normal recurring adjustments which, in the opinion of management, are
necessary to present fairly the condensed consolidated operations and cash flows
for the periods presented.
 
 International
Consolidation Companies, Inc (the “Company”) was previously known as Sign Media
Systems Inc. The Company was incorporated on January 28, 2002 as a Florida
corporation. Upon incorporation, an officer of the Company contributed $5,000
and received 1,000 shares of common stock of the Company. Effective January 1,
2003, the Company issued 7,959,000 shares of common stock in exchange of $55,702
of net assets of Go! Agency, LLC, a Florida limited liability company (“Go
Agency”), a company formed on June 20, 2000, as E Signs Plus.com, LLC, a Florida
limited liability company.  In this exchange, the Company assumed some
debt of Go Agency and the exchange qualified as a tax-free exchange under IRC
Section 351.
  Go Agency
was formed to pursue third party truck side advertising.  The
principal of Go Agency invested approximately $857,000 in Go Agency pursuing
this business.  It became apparent that a more advanced truck side
mounting system would be required and that third party truck side advertising
alone would not sustain an ongoing profitable business.  Go Agency
determined to develop a technologically advanced mounting system and focused on
a different business plan.  Go Agency pre-exchange transaction was a
company under common control of the major shareholder of
SMS.  Post-exchange transactions have not differed.
 
 On
November 17, 2003, the Company entered into a merger agreement by and among
American Power House, Inc., a Delaware corporation and its wholly owned
subsidiary, Sign Media Systems Acquisition Company, Inc., a Florida corporation
and Sign Media Systems, Inc.  Pursuant to the merger agreement, Sign
Media Systems merged with Sign Media Systems Acquisition Company with Sign Media
Systems being the surviving corporation.  The merger was completed on
December 8, 2003, with the filing of Articles of Merger with the State of
Florida at which time Sign Media Systems Acquisition ceased to exist and Sign
Media Systems became the surviving corporation.
 
 On March
31, 2008, Grow Ease International Ltd., a wholly owned subsidiary of the Company
entered into a share exchange agreement with Aim Sky Ltd., a British Virgin
Islands corporation, to acquire 100% of the Common Stock of Aim Sky in exchange
for 42,500 shares of Grow Ease’s series A Preferred Shares. The Series A
Preferred Shares are convertible into 42,500 common shares of Grow Ease upon the
happening of certain corporate events including a spin off or public
offering of Aim Sky. Additionally, the agreement obligates the Company to
provide up to $2,000,000 in financing for the acquired business.
  Aim Sky
Ltd., is the owner of 100% of China Genetic Ltd, which in turn owns 57% of
Shanghai Huaxin High Biotechnology Inc., a Chinese company located in Shanghai,
China, and has the right to vote 100%, and an option to purchase, the shares of
Sichuan Kelun Bio-Tech Pharmaceutical Co., Ltd., a Chinese company located in
Chengdu, China.
  This
share exchange was accounted as an acquisition under purchase method of
accounting. The Company acquired net assets of $5,036,732 in the exchange. The
fair value was reduced by the same amount as a result of negative goodwill
obtained in the purchase.
 
 On
September 30, 2008, International Consolidated Companies Inc., (the “Company”)
has agreed with China Gene Ltd, to rescind their previous agreement for Grow
Ease International, a wholly-owned subsidiary of the Company, to acquire Aim Sky
Ltd, the owner of China Gene and its subsidiary companies.  The
acquisition of Aim Sky Ltd, by Grow Ease has also been
rescinded.
  The
Company and China Gene decided to rescind the agreement as it became apparent
that neither company would see the anticipated benefits of the transaction. The
historical financial statements of ICCI have been presented removing any
activity of China Gene going back to March 31, 2008 due to the
rescission.
  NOTE
2-     SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  Principles of
Consolidation
 The
condensed consolidated unaudited financial statements include the accounts of
the Company and its wholly owned subsidiary.  All significant
intercompany accounts and transactions have been eliminated in
consolidation.
 
 Use of
Estimates
 The
preparation of condensed consolidated unaudited financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.
  Revenue and Cost
Recognition
 The
Company’s revenue recognition policy for these sources of revenue is as follows.
The Company relies on Staff Accounting Bulletin Topic 13, in determining when
recognition of revenue occurs. There are four criteria that the Company must
meet when determining when revenue is realized or realizable and earned. The
Company has persuasive evidence of an arrangement existing; delivery has
occurred or services rendered; the price is fixed or determinable; and
collectibility is reasonably assured.
 
 Cost is
recorded on the accrual basis as well, when the services are incurred rather
than when payment is made.
 Provision for Bad
Debt
 Under SOP
01-6 "Accounting for Certain Entities (including Entities with Trade
Receivables) That Lend to or Finance the Activities of Others” the Company has
intent and belief that all amounts in accounts receivable are
collectible.  The Company extends unsecured credit to its customers in
the ordinary course of business but mitigates the associated credit risk by
performing credit checks and actively pursuing past due accounts over 90
days.
 
 Management's
policy is to vigorously attempt to collect its receivables
monthly.  The Company estimated the amount of the allowance necessary
based on a review of the aged receivables from the major
customer.  Management additionally instituted a policy for recording
the recovery of the allowance if any in the period where it is
recovered.
 
 Bad debt
expense for the periods ended September 30, 2008 and 2007 was $ 875 and $
393,835- respectively.
  Cash and
Cash Equivalents
 The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
 
 The
Company maintains cash and cash equivalent balances at several financial
institutions that are insured by the Federal Deposit Insurance Corporation up to
$250,000.
 
 Accounts
Receivable
 Accounts
receivable are presented at face value, net of the allowance for doubtful
accounts. The allowance for doubtful accounts are established through provisions
charged against income and is maintained at a level believed adequate by
management to absorb estimated bad debts based on current economic
conditions.
   7
  INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
 (FORMELY
KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
  NOTE
2-     SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 Property and
Equipment
 Property
and equipment are stated at cost.  Depreciation is computed primarily
using the straight-line method over the estimated useful life of the
assets.
 
 Furniture
and fixtures         5 years
 Equipment                            5
years
 Trucks                                   3
years




Advertising
 Costs of
advertising and marketing are expensed as incurred.  Advertising and
marketing costs were $ -0- and $ -0- for the year ended September 30, 2008 and
2007, respectively.
  Fair Value of Financial
Instruments
 The
carrying amount reported in the balance sheets for cash and cash equivalents,
accounts receivable, accounts payable and accrued expenses approximate fair
value because of the immediate or short-term maturity of these financial
instruments.
 
 Income
Taxes
 The
provision for income taxes includes the tax effects of transactions reported in
the financial statements. Deferred taxes would be recognized for differences
between the basis for assets and liabilities for financial statement and income
tax purposes. The major difference relates to the net operating loss carry
forwards generated by sustaining deficits.
  Income (Loss) per Share of
Common Stock
 Historical
net income (loss) per common share is computed using the weighted-average number
of common shares outstanding.  Diluted earnings per share (EPS)
include additional dilution from common stock equivalents, such as stock
issuable pursuant to the exercise of stock options and
warrants.  Common stock equivalents are not included in the
computation of diluted earnings per share when the Company reports a loss
because to do so would be antidilutive for the periods presented.
 
 The
following is a reconciliation of the computation for basic and diluted
EPS:
  September 30,2008
                
                
                2007Net
      income (loss)
                
                $
                (3,661,939
                )
                
                $
                (1,922,061
                )Weighted-average
      common shares outstandingBasic
                
                
                17,151,547
                
                
                
                11,456,234Weighted-average
      common stock equivalentsStock
      options
                
                
                -
                
                
                
                -Warrants
                
                
                -
                
                
                
                -Weighted-average
      common shares outstandingDiluted
                
                
                17,151,547
                
                
                
                11,456,234
 Recent Accounting
Pronouncements (Contiuned)
 In
September 2006, the FASB issued SFAS No. 157 “Fair Value
Measurements,” which provides a definition of fair value, establishes a
framework for measuring fair value and requires expanded disclosures about fair
value measurements. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. The provisions of SFAS No. 157
should be applied prospectively. Management is assessing the potential impact on
Genesis’s financial condition and results of operations.
 
 In
February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective
Date of FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP
No. 157-2 defers the effective date of SFAS No. 157 to fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years, for all nonfinancial assets and liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). Examples of items within the scope of FSP
No. 157-2 are nonfinancial assets and nonfinancial liabilities initially
measured at fair value in a business combination (but not measured at fair value
in subsequent periods), and long-lived assets, such as property, plant and
equipment and intangible assets measured at fair value for an impairment
assessment under SFAS No. 144.
 
 In
September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans”, which amends
SFAS No. 87 “Employers’ Accounting for Pensions”
(SFAS No. 87), SFAS No. 88 “Employers’ Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits” (SFAS No. 88), SFAS No. 106
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”
(SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures
about Pensions and Other Postretirement Benefits (revised 2003)”
(SFAS No. 132R). This Statement requires companies to recognize an
asset or liability for the overfunded or underfunded status of their benefit
plans in their financial statements. SFAS No. 158 also requires the
measurement date for plan assets and liabilities to coincide with the sponsor’s
year end. The standard provides two transition alternatives related to the
change in measurement date provisions. The recognition of an asset and liability
related to the funded status provision is effective for fiscal year ending after
December 15, 2006 and the change in measurement date provisions is
effective for fiscal years ending after December 15, 2008. This
pronouncement has no effect on Genesis Capital at this time.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Liabilities, including an amendment of FASB Statement No.
115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified
election dates, to measure many financial instruments and certain other items at
fair value that are not currently required to be measured at fair value.
Unrealized gains and losses shall be reported on items for which the fair value
option has been elected in earnings at each subsequent reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”). The
Company is currently assessing the impact that SFAS No. 159 will have on its
financial statements.
  NOTE
3-     ACCOUNTS
RECEIVABLE
  
 2008
                  
                  
                  2007Accounts
      receivable
                  
                  $
                  875
                  
                  
                  $
                  946Less
      allownace for doubtful accounts
                  
                  
                  (875
                  )
                  
                  
                  -Total
      accounts receivable, net
                  
                  $
                  -
                  
                  
                  $
                  946
     8
  INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
 (FORMELY
KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
  NOTE
4-     PROPERTY AND
EQUIPMENT
 Property
and equipment consists of the following at September 30, 2008 and December 31,
2007:
  2008
                    
                    
                    2007Equipment
                    
                    $
                    128,745
                    
                    
                    $
                    128,745Furniture
      and Fixtures
                    
                    
                    112,448
                    
                    
                    
                    112,022Transportation
      Equipment
                    
                    
                    24,621
                    
                    
                    
                    24,621265,814
                    
                    
                    
                    265,388Less:
      Accumulated Depreciation
                    
                    
                    (255,827
                    )
                    
                    
                    (225,329
                    )Net
      Book Value
                    
                    $
                    9,987
                    
                    
                    $
                    40,059
  Depreciation
expense for the period ended September 30, 2008 and the year ended December 31,
2007 was $30,498 and $58,693.
  NOTE
5-     PREPAID
EXPENSES
 
 The
company in 2007 issued 300,000 shares of stock to a consultant for services. The
services were recognized at FMV of the stock $180,000. At September 30, 2008 the
full amount was amortized.
  NOTE
6-     RELATED PARTY
TRANSACTIONS
 
 On
January 28, 2002, Sign Media Systems, Inc. was formed as a Florida Corporation
but did not begin business operations until April 2002. Most of the revenue that
Sign Media Systems, Inc. earned was contract work with Go! Agency, LLC., a
Florida limited liability company, a related party. Sign Media Systems, Inc.
would contract Go! Agency, LLC. to handle and complete jobs.  There
was no additional revenue or expense added from one entity to the
other.
 
 On June
28, 2005, the Company loaned $1,200,000 to Olympus Leasing Company, a related
party. At June 28, 2005, Antonio F. Uccello, III, was, and is now the President,
Chairman, a minority owner of the issued and outstanding shares of stock of
Olympus Leasing and reports to its board of directors. Antonio F. Uccello, III,
was and is one of the Company’s officers and directors and an indirect
shareholder of ICCI. The loan is for a period of five years with interest
accruing on the unpaid balance at 5.3% per annum payable annually, with the
entire principle and unpaid interest due and payable in full on June 28,
2010.
 
 There is
no prepayment penalty. The purpose of the loan was to obtain a higher interest
rate than is currently available at traditional banking institutions. Olympus
Leasing’s primary business is making secured loans to chiropractic physicians
throughout the United States for the purchase of chiropractic adjustment tables.
The loans are generally for less than $3,000 each and are secured by a first
lien on each chiropractic adjustment table. The chiropractic physician
personally guarantees each loan. The rate of return on the Olympus Leasing loans
is between 15% and 25% per annum. To date, Olympus Leasing has suffered no loss
from any loan to a chiropractic physician for the purchase of a chiropractic
adjustment table. There is an excellent market for the re-sale of tables, which
may be the subject of a foreclosure. chiropractic physicians secured by a first
lien on each chiropractic adjustment table.
 
 The
remaining balance that was due from related party on the balance sheet was
$639,727 including interest on September 30, 2008 and $616,527 including
interest on December 31, 2007.
 
 NOTE
7-     SHORT-TERM
DEBT
 
 Short-term
debt consists of an installment note with GMAC Finance. Balance due on September
30, 2008 was $ - 0-.
 NOTE
8-     GOING
CONCERN
 
 The
Company incurred a loss for the current nine-month period ended
September 30, 2008 and has had recurring losses for years including and
prior to December 31, 2007 and has an accumulated deficit account of
$5,694,759.
 
 There is
no guarantee whether the Company will be able to generate enough revenue and/or
raise capital to support those operations. This raises substantial doubt about
the Company’s ability to continue as a going concern.
 
 Management
states that they are confident that they can initiate new operations and raise
the appropriate funds to continue in its pursuit of a reverse merger or similar
transaction.
 
 The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
 
 These
matters raise substantial doubt about the ability to continue as a going
concern.
  NOTE
9 -     PROVISION FOR INCOME
TAXES
 
 There was
no provision for income taxes during the nine months ended September 30,
2008.
 
 In
conformity with SFAS No. 109, deferred tax assets and liabilities are classified
based on the financial reporting classification of the related assets and
liabilities, which give rise to temporary book/tax differences. Deferred taxes
were immaterial at September 30, 2008.
  2008Deferred
      taxes due to net operating losscarryforwards
                    
                    $
                    (1,708,165
                    )Less:  Valuation
      allowance
                    
                    
                    1,708,165Net
      deferred tax asset
                    
                    $
                    -
 
 The
Company established a valuation allowance equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.
    9
  INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
 (FORMELY
KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
  NOTE
10-     STOCKHOLDERS’
EQUITY
 
 As of
September 30, 2008 and December 31, 2007, there were 500,000,000 shares of
common stock authorized.
 
 The
following is a list of the common stock transactions during the nine months
ended September 30, 2008:
 
 For the quarter ended March
31, 2008
 
 The
Company issued 236,111 shares of its common stock for $250,000 in
cash.
 
 The
Company issued 2,100,000 shares of its common stock at a fair market value of
$35,000, as compensation for an employee’s for services provided to the
Company.
 
 The
Company issued 2,350,000 shares of its common stock at a fair market value of
$1,688,800 for consulting services provided tothe Company.
 
 For the quarter ended June
30, 2008
 
 The
Company issued 300,000 shares of its common stock at a fair market value of
$35,000, as compensation for an employee’s for services provided to the
Company.
 
 The
Company received cash for its common stock for $183,750 in cash.
 
 For the quarter ended
September 30, 2008
 
 The
Company issued 1,287,862 shares of its common stock for $100,000 in
cash.
 
 The
Company issued 2,000,000 shares of its common stock at a fair market value of
$304,000 for consulting services provided tothe Company.
    10
  Item
2.  Management's Discussion and Analysis or Plan of
Operation.
 
 THE
FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES
THERETO INCLUDED ELSEWHERE IN THIS REPORT.
 
 THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET AND ECONOMIC
CONDITIONS.
 
 RESULTS
OF OPERATIONS
 General
 
 On
September 30, 2008 we rescinded China Gene LTD acquisition.  Our
quarterly results do not contain any revenue or income from the
acquisitions.
 
 The
company and China Gene LTD decided to rescind the agreement as it became
apparent that neither company would see the benefits of the
transaction.  The historical financial statements of ICCI have been
presented removing any activity of China Gene LTD, going back to March 31, 2008
due to the rescission.
 
 RESULTS
OF CONTINUING OPERATIONS
 
 The
following tables set forth certain of our summary selected unaudited operating
and financial data.  The following table should be read in conjunction
with all other financial information and analysis presented herein.
 Nine Months Ended
 September 30
 
 2008
                    
                    
                    2007Total
      Revenue
                    
                    $
                    -0-
                    
                    
                    $
                    24,784Cost
      of Goods Sold
                    
                    
                    -0-
                    
                    
                    
                    3,446Gross
      profit
                    
                    
                    -0-
                    
                    
                    
                    21,338Total
      Operating Expenses
                    
                    
                    3,685,939
                    
                    
                    
                    1,948,701Net
      Income (Loss) Before
                      Other
      Income (Expense)
                    
                    
                    (3,685,939
                    )
                    
                    
                    (1,927,363
                    )Total
      Other Income
                      (Expense)
                    
                    
                    24,000
                    
                    
                    
                    5,302Net
      Income (Loss)Before
                      Provision
      For Income
                      Taxes
                    
                    
                    (3,661,939
                    )
                    
                    
                    (1,922,061
                    )Provision
      For Income
                      Taxes
                    
                    
                    -
                    
                    
                    
                    -Net
      Income (Loss)
                      Applicable
      To Common
                      Shares
                    
                    $
                    (3,661,939
                    )
                    
                    $
                    (1,922,061
                    )Net
      Income (Loss) Per
                      Basic
      And Diluted Shares
                    
                    $
                    (0.21
                    )
                    
                    $
                    (0.17
                    )Weighted
      Average
                      Number
      OF Common
                      Shares
      Outstanding
                    
                    
                    17,151,547
                    
                    
                    
                    11,456,234Gross
      profit margin
                    
                    
                    0
                    %
                    
                    
                    86
                    %
  For the
Nine months ended Sept 30, 2008, the Company had Zero Revenue, Cost of Goods
Sold, or Gross Profit.  Total Operating Expenses of $3,685,939,Net Income (Loss)
before Other Income (Expense) of $(3,685,939), Total Other Income
(Expense) $24,000, Net
Income (Loss) Before Provision For Income Taxes of $(3,661,939), a Provision For
Income Taxes of $0.00, Net Income (Loss) Applicable to Common Shares of $(3,661,939), and Net Income
(Loss) Per Basic and Diluted Shares of $(0.21) based on 17,151,547Weighted Average
Number Of Common Shares Outstanding.
 
 For the
Nine months ended Sept 30, 2007, the Company had Total Revenue of $24,784, Cost
of Goods Sold of $3,446, Gross Profit of $21,338, Total Operating Expenses
$1,948,701, Net Income (Loss Before Other Income (Expense) of $(1,927,363),
Total Other Income (Expense) $5,302, Net Income (Loss) Before Provision For
Income Taxes of $(1,922,061), a Provision For Income Taxes of $0.00, Net Income
(Loss) Applicable to Common Shares of $(1,922,061), and Net Income (Loss) Per
Basic and Diluted Shares of $(0.17) based on 11,456,234 Weighted Average Number
Of Common Shares Outstanding.
  Three Months Ended September 30
 2008
                    
                    
                    2007Revenue
                    
                    $
                    -0-
                    
                    
                    $
                    71Cost
      of Goods Sold
                    
                    
                    -0-
                    
                    
                    
                    46Gross
      profit
                    
                    
                    -0-
                    
                    
                    
                    25Total
      Operating Expenses
                    
                    
                    427,176
                    
                    
                    
                    163,234Net
      Income (Loss) Before
                      Other
      Income (Expense)
                    
                    
                    (427,176
                    )
                    
                    
                    (163,209
                    )Total
      Other Income
                      (Expense)
                    
                    
                    8,000
                    
                    
                    
                    (2,314
                    )Net
      Income (Loss)Before
                      Provision
      For Income
                      Taxes
                    
                    
                    (419,176
                    )
                    
                    
                    (165,523
                    )Provision
      For Income
                      Taxes
                    
                    
                    -
                    
                    
                    
                    -Net
      Income (Loss)
                      Applicable
      To Common
                      Shares
                    
                    $
                    (419,176
                    )
                    
                    $
                    (165,523
                    )Net
      Income (Loss) Per
                      Basic
      And Diluted Shares
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.01
                    )Weighted
      Average
                      Number
      OF Common
                      Shares
      Outstanding
                    
                    
                    18,862,563
                    
                    
                    
                    11,787,724Gross
      profit margin
                    
                    
                    -0-
                    
                    
                    
                    35
                    %
    11
  For the
three months ended September 30, 2008, the Company had Total Revenue of $       -0-,
Cost of Goods Sold of $       -0-,
Gross profit of $       -0-,
Total Operating Expenses of $427,176, Net Income (Loss) Before Other Income
(Expense) of $(427,176), Total Other Income (Expense) of $(8,000), Net Income
(Loss) Before Provision For Income Taxes of $(419,176), a Provision For Income
Taxes of $-, Net Income (Loss) Applicable To Common Shares of $(419,176) and Net
Income (Loss) Per Basic and Diluted Shares of $(0.02) based on 18,862,563
Weighted Average Number Of Common Shares Outstanding.
 
 For the
three months ended September 30, 2008, the Company had Total Revenue of $71,
Cost of Goods Sold of $46, Gross profit of $25, Total Operating Expenses of
$163,234, Net Income (Loss) Before Other Income (Expense) of $(163,209), Total
Other Income (Expense) of $(2,314), Net Income (Loss) Before Provision For
Income Taxes of $(165,523), a Provision For Income Taxes of $-, Net Income
(Loss) Applicable To Common Shares of $(165,523) and Net Income (Loss) Per Basic
and Diluted Shares of $(0.01) based on 11,787,724 Weighted Average Number Of
Common Shares Outstanding.
 
 Having
rescinded the China Gene LTD acquisition, the company's sole business is truck
side advertising.  The operating expenses in total are up for the nine
months and three months ended September 30, 2008 due to the costs associated
with the acquisition and then the rescission of the China Gene
transaction.  Common stock issuance for consulting and payroll are up
as well.
 
 The
Company will require significant capital to implement both its short term and
long-term business strategies.  However, there can be no assurance
that such additional capital will be available or, if available, that the terms
will be favorable to the Company.  The absence of significant
additional capital whether raised through a public or private offering or
through other means, including either private debt or equity financings, will
have a material adverse effect on the Company’s operations and
prospects.
  The
Company’s operations have consumed and will continue to consume substantial
amounts of capital, which, up until now, have been largely financed internally
through cash flows, from loans from related parties, and private
investors.  The Company expects capital and operating expenditures to
increase.  Although the Company believes that it will be able to
attract additional capital through private investors and as a result thereof its
cash reserves and cash flows from operations will be adequate to fund its
operations through the end of calendar year 2008, there can be no assurance that
such sources will, in fact, be adequate or that additional funds will not be
required either during or after such period.  No assurance can be
given that any additional financing will be available or that, if available, it
will be available on terms favorable to the Company.  If adequate
funds are not available to satisfy either short or long-term capital
requirements, the Company may be required to limit its operations significantly
or discontinue its operations.  The Company’s capital requirements are
dependent upon many factors including, but not limited to, the rate at which it
develops and introduces its products and services, the market acceptance and
competitive position of such products and services, the level of promotion and
advertising required to market such products and services and attain a
competitive position in the marketplace, and the response of competitors to its
products and services.
 
 Item 3.  Controls and
Procedures
 
 Evaluation
of Disclosure Controls and Procedures
 In
accordance with the rules required by the SEC for information required to be
disclosed, in this quarterly report, the Company’s management evaluated, with
the participation of the Company’s Chief Financial Officer and Chief Executive
Officer, the effectiveness and the operation of the Company’s disclosure
controls and procedures. Based upon their evaluation of these disclosure
controls and procedures, the Chief Financial Officer and Chief Executive Officer
have concluded that the Company’s disclosure controls and procedures were
effective for accumulating recording, processing, summarizing and communicating,
to the Company’s management, to ensure timely decisions regarding disclosure
information needed within the time periods specified in the SEC rules and forms.
 
 Controls
and Procedures over Financial Reporting
 The
Company’s management is responsible for establishing adequate internal control
over financial reporting. Internal control over financial reporting is a process
to provide reasonable assurances regarding the reliability of our financial
reporting for external purposes. Internal control over financial reporting
includes maintaining records that in reasonable detail accurately and fairly
reflect our transactions; providing reasonable assurance that transactions are
recorded as necessary for the preparation of our financial statements; providing
reasonable assurances that receipts and expenditures of Company assets are made
with management authorization; and providing reasonable assurances that
unauthorized acquisition use or disposition of Company assets that could have a
material effect on our financial statements would be prevented or detected on a
timely basis.
 
 Under the
supervision of management, including the two executive officers, an evaluation
was conducted to measure the effectiveness of the Company’s internal control
over financial reporting. This evaluation was based on the criteria established
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The evaluation was conducted to assess the effectiveness of the Company’s
internal control as it related to the financial reporting as of September 30,
2008. Management believes that the Company’s internal control over financial
reporting was effective as of September 30, 2008.
  PART
II — OTHER INFORMATION
 
 Item 1.  Legal
Proceedings.
 There are
no pending or threatened legal proceedings against the Company or any of its
subsidiaries.
 
 Item
2.  Changes in Securities.
 NONE
 
 Item 3.  Defaults Upon
Senior Securities.
 NONE
 
 Item 4.  Submission of
Matters to a Vote of Security Holders.
 NONE
 
 Item 5.  Other
Information.
 NONE
 
 Item
6.  Exhibits and Reports on Form 8-K.
 NONE
 
 INDEX
TO EXHIBITS.
 
 Exhibit
Number
 
 31.1
                    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.
 
 The
Company filed no Reports on Form 8-K for the quarter ended September 30,
2008.
  SIGNATURES
  In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 INTERNATIONAL
      CONSOLIDATED COMPANIES, INC.
                      (Registrant)Date: 
      November 17, 2008
                    /s/Antonio F. Uccello,
      III
                      Antonio
      F. Uccello, III
                      Chief
      Executive Officer
                      Chairman
      of the
Board