International Consolidated Cos (INCCE) 8-K Completion of Acquisition or Disposition of Assets

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

INTERNATIONAL CONSOLIDATED COMPANIES, INC.

On February 13, 2009 we completed the acquisition of Tele-Response Center, Inc. and Telestar Marketing, Inc. headquartered in Philadelphia, PA. The Acquisition will be accounted for under the purchase method of accounting. Accordingly, Tele-Response Center, Inc. and Telestar Marketing, Inc will be treated as the continuing entities for accounting purposes and the historical financial statements presented will be those of Tele-Response Center, Inc. and Telestar Marketing, Inc.

The accompanying unaudited pro forma condensed consolidated balance sheets as of December 31, 2008 have been presented as if the acquisition had occurred on December 31, 2008. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2008 have been presented as if the acquisition had occurred January 1, 2008.

The unaudited pro forma condensed consolidated financial statements do not necessarily represent the actual results that would have been achieved had the companies been consolidated at the beginning of the year, nor may they be indicative of future operations. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the companies’ respective historical financial statements and notes included thereto.

INTERNATIONAL CONSOLIDATED COMPANIES, INC.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2008

				TELE-RESPONSE
				CENTER, INC.
				D/B/A/121 DIRECT
	INTERNATIONAL			RESPONSE AND
	CONSOLIDATED			TELESTAR
	COMPANIES, INC.			MARKETING, INC.			ADJUSTMENTS			PROFORMA
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	122		$	38,863		$	—		$	38,985
Accounts receivable, net		—			278,733			—			278,733
Due from factor		—			331,493			—			331,493
Other receivable-abatement of penalties and interest		—			151,658			—			151,658
Due from stockholder		—			657,029			—			657,029
		122			1,457,776			—			1,457,898
PROPERTY AND EQUIPMENT — net		—			1,088,925			—			1,088,925
OTHER ASSETS
Security deposits		—			28,352			—			28,352
Intangible assets, net		—			14,959			—			14,959
Purchase acquisition		—			—			1,731,904			1,731,904
		—			43,311			1,731,904			1,775,215
TOTAL ASSETS	$	122		$	2,590,012		$	1,731,904		$	4,322,038
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Current portion of long-term debt	$	—		$	797,032		$	(205,892	)	$	591,140
Current portion of leases payable		—			269,895			—			269,895
Current portion of related party debt		—			101,385			—			101,385
Accounts payable and accrued expenses		127,511			1,674,717			—			1,802,228
Advances from factor		—			132,682			—			132,682
TOTAL CURRENT LIABILITIES		127,511			2,975,711			(205,892	)		2,897,330
LONG TERM LIABILITIES
Liability for Stock Issued		—			—			—			—
Long-term debt, net of current portion		—			768,403			(594,451	)		173,952
Leases payable, net of current portion		—			201,960			—			201,960
Long term portion of related party debt		—			26,185			—			26,185
TOTAL LONG TERM LIABILITIES		—			996,548			(594,451	)		402,097
TOTAL LIABILITIES		127,511			3,972,259			(800,343	)		3,299,427
STOCKHOLDERS’ DEFICIT
Preferred stock, no par value, 100,000,000 shares authorized and 1,000,000 issued and outstanding at December 31, 2008 and none at December 31, 2007		50,000			—			—			50,000
Preferred stock, Series B no par value, 100,000,000 shares authorized and 2,500 issued and outstanding at December 31, 2008 and none at December 31, 2007		—			—			1,150,000			1,150,000
Common stock, no par value, 500,000,000 shares authorized at December 31, 2008 and December 31, 2007; 38,253,526 and 12,566,549 shares issued and outstanding at December 31, 2008 and December 31, 2007		7,606,229			—			—			7,606,229
Common stock, no par value, 1,100 shares authorized and 1,100 shares issued and outstanding at December 31, 2008 and 2007		—			1,100			(1,100	)		—
Additional paid-in capital		59,698			2,951,365			(2,951,365	)		59,698
Accumulated deficit		(7,843,316	)		(4,334,712	)		4,334,712			(7,843,316	)
TOTAL STOCKHOLDERS’ DEFICIT		(127,389	)		(1,382,247	)		2,532,247			1,022,611
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	122		$	2,590,012		$	1,731,904		$	4,322,038

INTERNATIONAL CONSOLIDATED COMPANIES, INC.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008

				TELE-RESPONSE
				CENTER, INC.
				D/B/A/ 121 DIRECT
	INTERNATIONAL			RESPONSE AND
	CONSOLIDATED			TELESTAR
	COMPANIES, INC.			MARKETING, INC.			ADJUSTMENTS		PROFORMA
REVENUE	$	—		$	12,402,773		$	—	$	12,402,773
										—
COSTS OF GOODS SOLD		—			5,252,955			—		5,252,955
GROSS PROFIT		—			7,149,818			—		7,149,818
OPERATING EXPENSES
Preferred stock issued for compensation		50,000			—			—		50,000
Common stock issued for services		3,386,229			—			—		3,386,229
Common stock issued for compensation		1,438,850			—			—		1,438,850
Professional fees and consulting		444,189			—			—		444,189
General and administrative expenses		446,499			7,256,589			—		7,703,088
Bad debt expense — net		875			—			—		875
Depreciation and amortization		40,059			329,374			—		369,433
		5,806,701			7,585,963			—		13,392,664
INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)		(5,806,701	)		(436,145	)		—		(6,242,846	)
OTHER INCOME (EXPENSE)
Other income		—			157,501			—		157,501
Interest expense		(3,795	)		(133,003	)		—		(136,798	)
Loss on disposal of assets		—			(167,748	)		—		(167,748	)
		(3,795	)		(143,250	)		—		(147,045	)
NET INCOME (LOSS)	$	(5,810,496	)	$	(579,395	)	$	—	$	(6,389,891	)