##### 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 June 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.)
 8191 Tamiami Trail, Suite C-6, Sarasota, FL 34243
  (Issuers telephone number)
 th  (Former name, former address and former fiscal year, if changed since last report)
 Yes þ No o
 o o
 Yes o No 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 IFINANCIAL 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
    
    
    10-30Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    31-36Item 3. Quantitative and Qualitative Disclosures about Market RiskItem 4 and 4T Controls and Procedures
    
    
    34-35PART IIOTHER INFORMATIONItem 6. Exhibits
    
    
    37Signatures
    
    
    38Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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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
 JUNE 30, 2009 AND 2008
  4




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




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    20,129
    
    
    $
    122Accounts receivable, net
    
    
    311,260Due from financial institution
    
    
    346,174
    
    
    
    677,563
    
    
    
    122PROPERTY AND EQUIPMENT net
    
    
    600,351
    
    
    
    OTHER ASSETSGoodwill
    
    
    3,914,476
    
    
    
    Other assets
    
    
    70,523
    
    
    
    Intangible assets, net
    
    
    10,000
    
    
    
    Shareholder loan receivable
    
    
    198,0004,192,999
    
    
    
    TOTAL ASSETS
    
    $
    5,470,913
    
    
    $
    122LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable
    
    $
    1,630,551
    
    
    $
    127,511Current portion of long term debt
    
    
    215,723
    
    
    
    Current portion of leases payable
    
    
    138,668
    
    
    
    Related party debt
    
    
    102,570
    
    
    
    Accrued expenses
    
    
    427,455Shareholder
loan payable
    
    
    286,331
    
    
    
    2,801,298
    
    
    
    127,511LONG TERM LIABILITIESLong term debt, net of current portion
    
    
    173,952
    
    
    
    Leases payable, net of current portion
    
    
    201,960
    
    
    
    375,912
    
    
    
    TOTAL LIABILITIES
    
    
    3,177,210
    
    
    
    127,511STOCKHOLDERS EQUITY (DEFICIT)Common stock, no par value, 100,000,000 shares authorized
117,953,526 and 38,253,526 shares issued and outstanding, respectively
    
    
    10,672,229
    
    
    
    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 2,413 and 0 outstanding, respectively
    
    
    1,110,000
    
    
    
    Additional paid-in capital
    
    
    59,698
    
    
    
    59,698Retained earnings (deficit)
    
    
    (9,598,224
    )
    
    
    (7,843,316
    )TOTAL STOCKHOLDERS EQUITY (DEFICIT)
    
    
    2,293,703
    
    
    
    (127,389
    )TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
    
    $
    5,470,913
    
    
    $
    122
   6




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##### Table of Contents



INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
 Six months ended June 30,
    
    
    Three months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Restated
    
    
    
    
    
    
    RestatedREVENUE
    
    $
    5,266,832
    
    
    $
    
    
    
    $
    3,721,140
    
    
    $
    COSTS OF GOODS SOLD
    
    
    2,713,382
    
    
    
    
    
    
    
    1,897,299
    
    
    
    GROSS PROFIT
    
    
    2,553,450
    
    
    
    
    
    
    
    1,823,841
    
    
    
    OPERATING EXPENSESStock issued for services and compensation
    
    
    1,541,000
    
    
    
    3,018,925
    
    
    
    990,000
    
    
    
    208,860General and administrative expenses
    
    
    2,512,283
    
    
    
    219,505
    
    
    
    1,717,044
    
    
    
    40,675Depreciation and amortization
    
    
    108,948
    
    
    
    20,332
    
    
    
    69,224
    
    
    
    10,1664,162,231
    
    
    
    3,258,762
    
    
    
    2,776,268
    
    
    
    259,701(LOSS) BEFORE OTHER INCOME (EXPENSE)
    
    
    (1,608,781
    )
    
    
    (3,258,762
    )
    
    
    (952,427
    )
    
    
    (259,701
    )OTHER INCOME (EXPENSE)Other income
    
    
    21,517
    
    
    
    
    
    
    
    21,517
    
    
    
    Interest and
financing costs, net
    
    
    (87,698
    )
    
    
    16,008
    
    
    
    (52,592
    )
    
    
    Loss on disposal of assets
    
    
    (43,233
    )
    
    
    
    
    
    
    (43,233
    )
    
    
    (109,414
    )
    
    
    16,000
    
    
    
    (74,308
    )
    
    
    8,000(LOSS) BEFORE INCOME TAXES
    
    
    (1,718,195
    )
    
    
    (3,242,762
    )
    
    
    (1,026,735
    )
    
    
    (251,701
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS APPLICABLE TO COMMON SHARES
    
    $
    (1,718,195
    )
    
    $
    (3,242,762
    )
    
    $
    (1,026,735
    )
    
    $
    (251,701
    )NET LOSS PER BASIC AND DILUTED SHARES
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
    
    
    61,602,145
    
    
    
    16,186,088
    
    
    
    73,964,515
    
    
    
    17,432,660
   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 SIX MONTHS ENDED JUNE 30, 2009 AND 2008
 Six months ended June 30,2009
    
    
    2008RestatedCASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (1,718,195
    )
    
    $
    (3,242,762
    )Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    108,948
    
    
    
    20,263Issuance of common stock for services
    
    
    496,000
    
    
    
    1,723,800Issuance of common stock for compensation
    
    
    1,045,000
    
    
    
    873,000Amortization of prepaid expenses
    
    
    
    
    
    
    150,000Loss on disposal of assets
    
    
    43,234
    
    
    
    Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (82,827
    )
    
    
    71(Increase)
decrease in due from financial institution
    
    
    (346,174
    )
    
    
    (Increase) decrease in other assets
    
    
    124,981
    
    
    
    Increase (decrease) in accounts payable and accrued expenses
    
    
    211,192
    
    
    
    37,882Total adjustments
    
    
    1,600,354
    
    
    
    2,805,016Net cash used in operating activities
    
    
    (117,841
    )
    
    
    (437,746
    )CASH FLOWS FROM INVESTING ACTIVITIES:Increase in receivable-related party
    
    
    
    
    
    
    (15,200
    )Acquisition of property and equipment
    
    
    (3,855
    )
    
    
    Net cash used in investing activities
    
    
    (3,855
    )
    
    
    (15,200
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments on long term debt
    
    
    (40,345
    )
    
    
    (4,578
    )Proceeds on common stock to be issued
    
    
    
    
    
    
    50,000Issuance of common stock for cash
    
    
    100,000
    
    
    
    Redemption of preferred stock
    
    
    (40,000
    )
    
    
    Payments for Preferred Series B dividends
    
    
    (36,713
    )
    
    
    Increase in shareholder loans (net)
    
    
    158,761
    
    
    
    16,150Liability for stock to be issued
    
    
    
    
    
    
    383,750Net cash used in financing activities
    
    
    141,703
    
    
    
    445,322NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    20,007
    
    
    
    (7,624
    )CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD
    
    
    122
    
    
    
    9,048CASH AND CASH EQUIVALENTS  END OF PERIOD
    
    $
    20,129
    
    
    $
    1,424SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for interest
    
    $
    
    
    
    $
    Cash paid during the year 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 SIX MONTHS ENDED JUNE 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
 JUNE 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
JUNE 30, 2009 AND 2008
 NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
         11




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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
   12




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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
   13




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Advertising
  Intangible Assets
  Fair Value of Financial Instruments
  Income Taxes
  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
JUNE 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
JUNE 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Stock-Based
Compensation (Continued)
  Income (Loss) per Share of Common Stock
   June 30,2009
    
    
    2008(Restated)Net (loss)
    
    
    (1,718,195
    )
    
    
    (3,242,762
    )Weighted-average common shares outstandingBasic
    
    
    61,602,145
    
    
    
    16,186,088Weighted-average common stock equivalentsStock options
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    Weighted-average common shares outstandingDiluted
    
    
    61,602,145
    
    
    
    16,186,088
  16




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Recent Accounting Pronouncements
   NOTE
3- GOING CONCERN
   17




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 4- ACCOUNTS RECEIVABLE
  June 30,
    
    
    December 31,2009
    
    
    2008Accounts receivable
    
    $
    311,260
    
    
    $
    Less allowance for doubtful accounts
    
    
    
    
    
    
    Total accounts receivable, net
    
    $
    311,260
    
    
    $
    
 NOTE 5- DUE FROM FINANCING 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
JUNE 30, 2009 AND 2008
 NOTE 6- CONCENTRATIONS OF CREDIT RISK
 The Company believes that there is no significant risk with respect to cash deposits.
For the six months ended June 30, 2009 and 2008, the Company had sales to a customer who
individually accounted for 10% or more of the Companys total sales for the year. The
sales to this customer were approximately 61.6% and -0-% of the total sales for 2009 and
2008, respectively.
 NOTE 7- PROPERTY AND EQUIPMENT
 Property and equipment consists of the following at June 30, 2009 and December 31, 2008:
 June 30,
    
    
    December 31,2009
    
    
    2008Computer equipment
    
    $
    180,669
    
    
    $
    128,745Equipment
    
    
    132,375
    
    
    
    Furniture and Fixtures
    
    
    212,626
    
    
    
    112,022Leasehold improvements
    
    
    43,134
    
    
    
    Transportation Equipment
    
    
    26,117
    
    
    
    24,621594,921
    
    
    
    265,388Less: Accumulated Depreciation
    
    
    (339,141
    )
    
    
    (265,388
    )Net Book Value
    
    $
    255,780
    
    
    $
    
 Depreciation expense for the six months ended June, 2009 and 2008 was $105,194 and
$-0-, respectively.
 The Company leases certain computer systems and equipment to conduct its operations.
These leases expire during the next three years. The leases provide that the company may
purchase the systems and equipment at the end of the lease for a minimum buy-out option.
All of these leases are classified as capital leases.
  19




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 7- PROPERTY AND EQUIPMENT (CONTINUED)
 Capital lease equipment consists of the following at June 30, 2009 and December 31,
2008:
 June 30,
    
    
    December 31,2009
    
    
    2008Capital lease equipment
    
    $
    376,012
    
    
    $
    Less: Accumulated Depreciation
    
    
    (31,441
    )
    
    
    Net Book Value
    
    $
    344,571
    
    
    $
    
 In June 2009, the Company resolved the matter with Siemens to return a computer system
acquired in 2007 and terminated the related promissory note. This resulted in a loss
on disposal of $43,233.
 NOTE 8- LEASE OBLIGATION
 The Company leases office
space from a third-party, and others for various
leases.
 Minimum future lease payments are as follows:
 Period ended June 30:2010
    
    $
    230,6022011
    
    
    156,2792012
    
    
    27,500$
    414,381
 Rent expenses for the periods ended June 30, 2009 and 2008 were $192,712 and
7,500, respectively.
  20




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 9- LONG-TERM DEBT
 June 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.
    
    
    171,500
    
    
    
    Note Payable; interest at 6%; due in
monthly installments of $2,500 due in
2009.
    
    
    4,983
    
    
    
    Note payable; interest at 9%; monthly
installments of $6,221; personally
guaranteed by the stockholder.
    
    
    76,931
    
    
    
    $
    389,675
    
    
    $
    
 Principal payments on the notes payable for the next five years are as follows:
 Year ending December 31,:2009
    
    $
    215,7232010
    
    
    89,9522011
    
    
    42,0002012
    
    
    42,000$
    389,675
  21




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 10- RELATED PARTY DEBT
 June 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.
    
    
    23,580
    
    
    
    Note payable to officer/stockholder;
interest at 6%; repayments of $878 per
month, through September 2011; unsecured.
    
    
    28,990
    
    
    
    $
    102,570
    
    
    $
    
 NOTE 11- SHAREHOLDER LOAN RECEIVABLE
 There is currently a loan
from the former stockholder of 121 Direct Response included on the balance
sheet as of June 30, 2009. This amount has been included in other assets since management is
currently working on an agreement to convert this loan into a note and no terms have been
established. The balance is $198,000 as of June 30, 2009.
  22




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 12- CAPITAL LEASES PAYABLE
 June 30,
    
    
    December 31,2009
    
    
    2008Equipment lease payable; interest at 8.5%; payments are $10,133 per
month through November 2010.
    
    $
    166,681
    
    
    $
    Equipment lease payable; interest at 8.5%; payments are $884 per month
through November 2009.
    
    
    4,326
    
    
    
    Equipment lease payable; interest at 15.6%; payments are $988 per
month through April 2011.
    
    
    17,648
    
    
    
    Equipment lease payable; interest at 18.4%; payments are $889 per
month through October 2009.
    
    
    3,658
    
    
    
    Equipment lease payable; interest at 24.0%; payments are $67 per month
through October 2009.
    
    
    187
    
    
    
    Equipment lease payable; payments are $1,340 per month through
November 2010.
    
    
    20,734
    
    
    
    Equipment lease payable; payments are $1,249 per month through
December 2009.
    
    
    21,323
    
    
    
    Equipment lease payable; payments are $1,219 per month through
December 2009.
    
    
    8,530
    
    
    
    Equipment lease payable; payments are $1,117 per month through
November 2010.
    
    
    19,987
    
    
    
    Equipment lease payable; payments are $539 per month through July 2011.
    
    
    15,410
    
    
    
    Equipment lease payable; payments are $740 per month through February
2010.
    
    
    7,084
    
    
    
    Equipment lease payable; payments are $1,001 per month through January
2009.
    
    
    1,322
    
    
    
    Equipment lease payable; payments are $2,118 per month through April
2011.
    
    
    53,738
    
    
    
    $
    340,628
    
    
    $
    
  23




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 12- CAPITAL LEASES PAYABLE (CONTINUED)
 Principal payments on the capital leases payable for the next five years are as follows:
 Year ending December 31,:2009
    
    $
    138,6682010
    
    
    179,0002011
    
    
    22,960$
    340,628
 NOTE 13- PROVISION FOR INCOME TAXES
 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
June 30, 2009 and December 31, 2008.
 June 30,
    
    
    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
    
    $
    
    
    
    $
    
 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.
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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 14- STOCKHOLDERS EQUITY
 As of June 30, 2009 there were 100,000,000 shares of preferred stock A & B authorized.
 Holders of the Class A Preferred Stock shall be entitled to cast 500 votes for each
share held of the Class A Preferred Stock on all matters presented to the shareholders
of the Corporation for shareholder vote which shall vote along with holders of the
Corporations Common Stock on such matters.
 The Class A Preferred Stock may be redeemed only by separate written agreement by and
between the Holder and the Corporation.
 Except as otherwise stated herein, there are no other rights, privileges, or preferences
attendant or relating to in any way the Class A Preferred Stock, including by way of
illustration but not limitation, those concerning dividend, ranking, conversion, other
redemption, participation, or anti-dilution rights or preferences.
 The Series B Shares have the following attributes:
 
    
    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
JUNE 30, 2009 AND 2008
 NOTE 14- STOCKHOLDERS EQUITY (CONTINUED)
 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
$873,000, 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 to the 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 March 31, 2009
 The Company issued 5,900,000 shares of its common stock at a fair market value of
$405,000 as compensation to employees and directors for services provided to the
Company.
 The Company issued 2,000,000 shares of its common stock at a fair market value of
$125,000, for services provided to the Company.
 The Company issued 300,000 shares of its common stock at a fair market value of $21,000,
for consulting services provided to the Company.
 The Company issued 19 million shares of its common stock for the purchase of 121
Direct Response valued at $1,425,000.
 The Company issued
5 million shares of its common stock as a Private Placement
Memorandum for $100,000 cash
received.
 The Company issued 2,500
shares of Preferred B to liquidate debt.
 The Company redeemed 22 shares of Preferred Series B stock for $10,000.
 The Company paid $11,213 for
dividends on Series B Preferred shares.
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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 14- STOCKHOLDERS EQUITY (CONTINUED)
 For the quarter ended June 30, 2009
 The Company issued 31,000,000 shares of its common stock at a fair market value of
$640,000 as compensation to employees and directors for services provided to the
Company.
 The Company issued 16,500,000 shares of its common stock at a fair market value of
$350,000, for services provided to the Company.
 There were no options or warrants granted during the period beginning on January 28,
2002 (inception) ending June 30, 2009.
 The Company redeemed 65 shares of Preferred Series B stock for $30,000.
 The Company paid $25,500 in
dividends for Series B Preferred Shares.
 NOTE 15- ACQUISITION
 The company on February 13, 2009 acquired 121 Direct Response for 19,000,000 shares
valued at $1,425,000. The following was recorded:
 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
  27




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 15- ACQUISITION (CONTINUED)
 121 Direct Response, Inc.
 Effective February 13, 2009, the Company entered into a Definitive Agreement pursuant to
which it acquired all the shares of Telestar Acquisition Corporation (a Pennsylvania
Corporation) and Tele-Response Center, Inc. (a Tennessee Corporation) for 20,000,000
shares of the Companys common stock. In addition, the Company exchanged $1.15 million
of debt of 121 Direct Response, Inc. for 2,500 shares of the Companys newly designated
Series B Preferred Shares.
 Because the acquisition of the above entities was consummated on February 13, 2009,
there are limited results of operations of this company for the periods ended March 31,
2009 included in the accompanying condensed consolidated financial statements. The
following table presents the unaudited pro forma condensed statement of operations for
the three month and six month periods ended June 30, 2009 and 2008 and reflects the
results of operations of the Company as if the acquisition of 121 Direct Response, Inc.
had been effective January 1, 2008.
 The pro forma amounts are not necessarily indicative of the combined results of
operations had the acquisitions been effective as of that date, or of the anticipated
results of operations, due to cost reductions and operating efficiencies that are
expected as a result of the acquisitions.
 Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    7,684,409
    
    
    $
    10,459,369
    
    
    $
    3,721,140
    
    
    $
    6,201,387Gross profit
    
    $
    4,251,661
    
    
    $
    5,696,151
    
    
    $
    1,823,841
    
    
    $
    3,574,909Selling,
general and administrative
expenses
    
    $
    3,627,605
    
    
    $
    9,697,633
    
    
    $
    2,826,668
    
    
    $
    4,052,683Net loss
    
    $
    (1,473,018
    )
    
    $
    (3,982,624
    )
    
    $
    (1,052,235
    )
    
    $
    (541,399
    )Basic loss per share
    
    $
    (0.02
    )
    
    $
    (0.25
    )
    
    $
    (0.01
    )
    
    $
    (0.03
    )
  28




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 16- RESTATEMENT
 The company has restated the June 30, 2008 financial statements to account for the
rescission of the China Gene transaction (See Note 1).
 Originally Filed
    
    
    RestatedFor the quarter
    
    
    For the quarterended
    
    
    endedFor 6/30/08
    
    June 30, 2008
    
    
    June 30, 2008Assets
    
    $
    11,465,266
    
    
    $
    654,564Liabilities
    
    
    7,106,980
    
    
    
    342,545Minority Interest
    
    
    3,702,590
    
    
    
    Stockholders Equity
    
    
    655,696
    
    
    
    312,019Total Liabilities and Stockholders Equity
    
    $
    11,465,266
    
    
    $
    654,564
 Originally Filed
    
    
    RestatedFor the quarter
    
    
    For the quarterended
    
    
    endedJune 30, 2008
    
    
    June 30, 2008GROSS PROFIT (LOSS)
    
    $
    1,036,418
    
    
    $
    OPERATING EXPENSES:
    
    
    3,588,578
    
    
    
    3,258,762INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)
    
    
    (2,552,160
    )
    
    
    (3,258,762
    )OTHER INCOME (EXPENSE)
    
    
    65,322
    
    
    
    16,000Provision for income taxes
    
    
    (287,163
    )
    
    
    Minority interest
    
    
    (154,155
    )
    
    
    NET (LOSS)
    
    $
    (2,928,156
    )
    
    $
    (3,242,762
    )Net loss per share, basic and diluted
    
    $
    (0.18
    )
    
    $
    (0.20
    )Weighted average number of shares outstanding,
basic and diluted
    
    
    16,186,088
    
    
    
    16,186,088
  29




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INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(FORMERLY KNOWN AS SIGN MEDIA SYSTEMS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
 NOTE 17- FAIR VALUE
 On January 1, 2008, the Company adopted SFAS No. 157 Fair Value Measurements (SFAS 157).
SFAS 157 defines fair value, provides a consistent framework for measuring fair value under
Generally Accepted Accounting Principles and expands fair value financial statement
disclosure requirements. SFAS 157s valuation techniques are based on observable and
unobservable inputs. Observable inputs reflect readily obtainable data from independent
sources, while unobservable inputs reflect our market assumptions. SFAS 157 classifies these
inputs into the following hierarchy:
 Level 1 Inputs  Quoted prices for identical instruments in active markets.
 Level 2 Inputs  Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
 Level 3 Inputs  Instruments with primarily unobservable value drivers.
 The following table represents the fair value hierarchy for those financial assets and
liabilities measured at fair value on a recurring basis as of June 30, 2009.
 Fair Value Measurements on a Recurring Basis as of June 30, 2009:
 Assets
    
    Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalCash
    
    $
    20,129
    
    
    $
    
    
    
    $
    
    
    
    $
    20,129Total Assets
    
    $
    20,129
    
    
    $
    
    
    
    $
    
    
    
    $
    20,129Total Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Effective this quarter, we implemented Statement of Financial Accounting
Standards No. 157, Fair Value Measurements, or SFAS 157, for our nonfinancial assets and
liabilities that are remeasured at fair value on a non-recurring basis. The adoption of SFAS
157 for our nonfinancial assets and liabilities that are remeasured at fair value on a
non-recurring basis did not impact our financial position or results of operations; however,
could have an impact in future periods. In addition, we may have additional disclosure
requirements in the event we complete an acquisition or incur impairment of our assets in
future periods.
 NOTE
18- SHAREHOLDER & LOAN PAYABLE
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Item 2. Managements Discussion and Analysis or Plan of Operation.
   RESULTS OF OPERATIONS
    31




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32




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Six Months Ended June 302009
    
    
    2008Revenue
    
    
    5,266,832
    
    
    
    Cost of Goods Sold
    
    
    2,713,382
    
    
    
    Gross Profit
    
    
    2,553,450
    
    
    
    Total Operating Expenses
    
    
    4,162,231
    
    
    
    3,258,762Net (Loss) Before Other Income (Expense)
    
    
    1,608,781
    
    
    
    (3,258,762
    )Total Other Income (Expense)
    
    
    (109,414
    )
    
    
    16,000Net (Loss)
Before Provision For Income Taxes
    
    
    (1,718,195
    )
    
    
    (3,242,762
    )Net (Loss)
Applicable To Common
Shares
    
    $
    (1,718,195
    )
    
    $
    (3,242,762
    )Net (Loss) Per
Basic and Diluted Shares
    
    $
    (0.03
    )
    
    $
    (0.20
    )Weighted Average
Number of Common
Shares Outstanding
    
    
    61,602,145
    
    
    
    16,186,088
  33




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Three Months Ended June 302009
    
    
    2008Revenues
    
    $
    3,721,140
    
    
    
    Cost of Goods Sold
    
    $
    1,897,299
    
    
    
    Gross profit
    
    $
    1,823,841
    
    
    
    Total Operating Expenses
    
    $
    2,776,268
    
    
    
    (259,701
    )Net (Loss) Before
Other Income (Expense)
    
    
    (952,427
    )
    
    
    (259,701
    )Total Other Income
(Expense)
    
    
    (74,308
    )
    
    
    8,000Net (Loss) Before
Provision For Income
Taxes
    
    
    (1,026,735
    )
    
    
    (251,701
    )Provision For Income
Taxes
    
    
    -0-
    
    
    
    -0-Net (Loss)
Applicable To Common
Shares
    
    $
    (1,026,735
    )
    
    $
    (251,701
    )Net (Loss) Per
Basic And Diluted Shares
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted Average
Number of Common
Shares Outstanding
    
    
    73,964,515
    
    
    
    17,432,660
  34




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35




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PART II  OTHER INFORMATION
 Item 1. Legal Proceedings.
  Item 2. Changes in Securities.
  Item 3. Defaults Upon Senior Securities.
   36




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Item 4. Submission of Matters to a Vote of Security Holders.
  Item 5. Other Information.
  
 Item 6. Exhibits and Reports on Form 8-K.
   37




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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.
  
 SIGNATURES
  INTERNATIONAL CONSOLIDATED COMPANIES, INC.
(Registrant)Date August 19, 2009
    /s/ Antonio F. Uccello, IIIAntonio F. Uccello, IIIChief Executive Officer
Chairman of the Board  38