INTERNATIONAL CONSOLIDATED COMPANIES, INC.
As of June 30, 2012
UNAUDITED
!
ASSETS
Current Assets
! Cash
! Preferred Stock
! Total Current Assets
!
Property and Equipment – net
!
Other Assets
! Patent
! Total Other Assets
TOTAL ASSETS
!
LIABILITIES
Current Liabilities
!
!
!
!
Accounts Payable & Accrued Expenses
Notes Payable
Reserve
Total Current Liabilities
Long Term Debt
! Notes Payable
! Total Long Term Debt
Total Liabilities
EQUITY
!
!
!
!
!
!
Common stock, no par value, 8,900,000,000 shares
authorized, 4,063,756,425 shares issued and outstanding
Preferred stock series 100,000,000 shares authorized
Series A, 1,000,000 shares issued and outstanding
Series B, 2,500 shares issued and outstanding
Retained Earnings
Total Equity
TOTAL LIABILITIES & EQUITY
Read Accountant’s Compilation Report
! !
! !
! !
156 !
1,000,000 !
1,000,156 !
! !
9,282 !
! !
! !
1,800,000 !
1,800,000 !
2,809,437 !
! !
! !
! !
595,397 !
292,450 !
40,000 !
927,847 !
! !
1,624,609 !
1,624,609 !
2,552,456 !
! !
!
10,978,326 !
!
50,000 !
1,080,000 !
(11,851,344) !
256,982 !
2,809,438 !!!
1
INTERNATIONAL CONSOLIDATED COMPANIES, INC.
STATEMENT OF OPERATIONS
For the three months ended June 30, 2012
UNAUDITED
!
Income
!
Expense
!
!
!
!
!
Officer's salary
Consulting
Transfer agent fee
Depreciation
Other general and administrative expense
Total Expense
! Net Income (Loss)
Read Accountant’s Compilation Report
! !
$0 !
! !
! !
$0 !
0 !
0 !
563 !
6,926 !
7,489 !
(7,489) !
2
INTERNATIONAL CONSOLIDATED COMPANIES, INC.
STATEMENT OF CASH FLOWS
For the three months ended June 30, 2012
UNAUDITED
!
! !
(7,489) !
! !
! !
! !
563 !
- !
- !
!"!!!!
6,998 !
!
!
!
!
Net Income
!
Adjustments to reconcile Net Income to
net cash provided by operations:
!
!
!
!
!
Depreciation
Accounts payable
Accrued Officer Salary
Other
Shareholder Loan
Net cash provided by Operating Activities
Net cash increase for period
Cash at beginning of period
Cash at end of period
!
!
!
!
!
!
INTERNATIONAL CONSOLIDATED COMPANIES, INC.!
STATEMENT OF CHANGES
IN STOCKHOLDERS
!
!
EQUITY
For the three months ended
!
!
June 30, 2012
UNAUDITED
!
!
!
!
!
Beginning balance
! !
! !
Common Stock
10,978,326
!
!
Less net loss
-
!
!
Ending balance
Read Accountant’s Compilation Report
Series A
10,978,326
$7,560
71
85
$156
!
!
!
!
!
!
!
!
!
Series B
Earnings
$50,000
Retained
$1,080,000
! !
!
-
-
! !
!
$50,000
!
!
!
!
!
!
!
!
!
!
!
!
!
!
($11,843,855)
!
(7,489)
!
$1,080,000
($11,851,344)
3
International Consolidated Companies, Inc.
Sarasota, FL
I have compiled the accompanying balance sheet of International Consolidated Companies, Inc.,
as of June 30, 2012, and the related statements of operations, Stockholders equity and cash flows
for the twelve months then ended, in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements information that is the
representation of management. These statements are not audited and, accordingly, do not express
an opinion or any other form of assurance on them.
/s/ Lisa R. Weiss
Director, Acting Chief Financial Officer
International Consolidated Companies, Inc.
August 15, 2012
INTERNATIONAL CONSOLIDATED COMPANIES, INC.
NOTE TO THE FINANCIAL STATMENTS
As of June 30, 2012
UNAUDITED
Item 1
The exact name of the issuer and its predecessor, address and contact information.
International Consolidated Companies, Inc., (The "Company") was previously known as Sign
Media Systems, Inc. The Company was incorporated in the State of Florida on January 28, 2002.
Address:
8191 Tamiami Trail
Sarasota, FL 34234
941-330-0252
http://www.intlcompaniesinc.com
Investor Relations Contact:
Lisa Weiss
941-330-0252
8191Tamiami Trail
Sarasota, FL 34234
Email: info@iccina.com
.
Item 2 Shares outstanding.
As of June 30, 2012, INCC had 4,063,756 shares of common stock issued and outstanding,
1,000,000 shares of Series A Preferred Stock issued and outstanding, and 2,500 shares of
Series B Preferred Stock issued and outstanding.
Item 3
Interim financial statements.
The interim financial statements are attached at the end of this Quarterly Update, including
Balance Sheet, Statement of Operations, Statement of Changes in Stockholders Equity, and
Statement of Cash Flows.
Item 4
Management’s discussion and analysis or plan of operation.
The Company reported a loss for the three-month period ended June 30, 2012 and has had
recurring losses for years including and prior to December 31, 2011 and has a retained deficit
account of $11,851,344. There is no guarantee that the Company will be able to generate enough
revenue and/or raise capital to support those operations. The company is able to move forward
because of continued loans from a shareholder while the Company pursues new business
opportunities. This raises substantial doubt about the Company's ability to continue as a going
concern. Management has identified several opportunities that it is pursuing. Any such
opportunity would necessitate the raising of capital. Management remains 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. In the meantime, the Company has no full-time
employees and is keeping expenses to a minimum. There is no plan for the purchase of sale of
any plant or equipment.
Item 5
Legal proceedings.
In the normal course of business, the Company periodically becomes involved in litigation.
As of June 30, 2012, the Company was named as an additional party, in a lawsuit by Preston
Trust et al, which we will vigorously defend but believe, is without merit. In management’s
opinion this suit has little prospect for success and as such, should not result in any material
adverse effect on the Company’s financial position, results of operations or cash flows.
Item 6
Defaults upon senior securities.
There have been no defaults, material or otherwise with respect to any indebtedness of the
issues exceeding 5% of the total assets of the issuer.
The company does not pay a dividend, so there has been no material arrearage in the payment
of dividends.
Item 7
Other information.
Significant Accounting Policies
Principles of Consolidation
The condensed consolidated unaudited financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation.
Use of Estimates
The preparation of 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
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 collectability
is reasonably assured.
Revenue is recognized as the services are rendered, and is generally based on the hours or
minutes of work performed. Some client contracts have performance standards which can result
in service penalties and other adjustments to monthly billings if the standards are not met. Any
required adjustments to monthly billings are reflected in our revenue on an as-incurred basis.
Cost is recorded on the accrual basis as well, when the services are incurred rather than when
payment is made.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are presented at face value, net of the allowance for doubtful accounts of $0
as of June 30, 2012 . The allowance for doubtful accounts is 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. Management sets allowances based
upon historical collection experience. Should business conditions deteriorate or any major
customer default on its obligations to the Company, this allowance may need to be significantly
increased, which would have a negative impact on operations.
Due from Financial Institution
Telestar utilizes the services of a financial institution which purchases eligible sales invoices
without recourse. Such receivables are considered to have been sold in accordance with ASC
860- 10- 15 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities."
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. At times during the year, such balances can
exceed FDIC insured limits although no losses have been experienced by the Company as a result.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed primarily using the
straightline method over the estimated useful life of the assets.
Furniture and fixtures: 5 years
Equipment:
5 years
Trucks:
3 years
Capitalization Policy
Management capitalizes all leases with a bargain purchase option or a lease period of over 90% of
management's estimated useful lives of the related assets.
Fair Value of Financial Instruments
On January 1, 2008, the Company adopted ASC 820-10-15 "Fair Value Measurements" ("ASC
820"). ASC 820 defines fair value, provides a consistent framework for measuring fair value
under Generally Accepted Accounting Principles and expands fair value financial statement
disclosure requirements. ASC 820'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.
Effective in the third quarter of 2010, we implemented ASC 820-10-15, Fair Value
Measurements, or ASC 820, for our nonfinancial assets and liabilities that are re-measured at fair
value on a non-recurring basis. The adoption of ASC 820 for our nonfinancial assets and
liabilities that are re-measured at fair value on a non-recurring basis did not impact our financial
position or results of operations; however, it 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. 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.
Stock-Based Compensation
The Company provides the disclosure requirements of ASC 718-10-10, " Accounting for Stock
Based Compensation" ("ASC 718"), and related interpretations. Stock-based awards to
nonemployees are accounted for under the provisions of ASC 718 and has adopted the enhanced
disclosure provisions of ASC 505-10-10 "Accounting for Stock-Based Compensation- Transition
and Disclosure. To determine the fair value of our reporting unit, we generally use a present
value technique (forecasted discounted cash flow) corroborated by market multiples when
available and as appropriate. If the fair value of our reporting unit is less than its carrying value,
an impairment loss is recorded to the extent that the fair value of the goodwill within the
reporting unit is less than the carrying value of its goodwill. As of September 30,2009, our
goodwill was not impaired. The Company measures compensation expense for its employee
stock-based compensation using the intrinsic-value method. Under the intrinsic-value method of
accounting for stock-based compensation, when the exercise price of options granted to
employees is less than the estimated fair value of the underlying stock on the date of grant,
deferred compensation is recognized and is amortized to compensation expense over the
applicable vesting period. In each of the periods presented, the vesting period was the period in
which the options were granted. All options were expensed to compensation in the period granted
rather than the exercise date. The Company measures compensation expense for its nonemployee stock-based compensation under ASC 505-50-30, "Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services". The fair value of the option issued is used to measure the transaction, as this is more
reliable than the fair value of the services received. The fair value is measured at the value of the
Company's common stock on the date that the commitment for performance by the counterparty
has been reached or the counterparty's performance is complete. The fair value of the equity
instrument is charged directly to compensation expense and additional paid-in capital.
Item 8
Exhibits.
There have been no changes to the Company’s bylaws.
The Company has no material contracts that would affect the Company or its operations.
Item 9
Certifications.
I, Lisa R. Weiss, certify that I have reviewed this quarterly disclosure statement of
International Colsolidated Companies, Inc.
Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to
the period covered by this disclosure statement.
Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer as of, and for, the
periods presented in this disclosure statement.
/s/ Lisa R. Weiss
Director, Acting Chief Financial Officer
August 15, 2012