UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event
reported) March 31,
2008
INTERNATIONAL CONSOLIDATED
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
Florida
050742
02-0555904
(State or
other jurisdiction of
incorporation) (Commission
File
Number) (IRS
EmployerIdentification
No.)
2100 19th Street, Sarasota,
FL
34234
(Address of principal executive
offices)
(Zip Code)
Issuer’s
telephone number including Area
Code (941)
330-0336
Not
Applicable
(Former
name of former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 ENTRY INTO MATERIAL DEFNITIVE AGREEMENT
Grow Ease
International Ltd., a wholly owned subsidiary of International Consolidated
Companies, Inc. (the “Company”) has 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 (Two Million US
Dollars) 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 Pudong
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.
Item
9.01 Financial Statements and Exhibits.
|
(a)
|
Financial
statements of businesses acquired.
|
The
Company shall provide the financial statements by amendment to this report on
Form 8-K not later than 71 calendar days after the date that the initial report
on Form 8-K must be filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
REGISTRANT:
Date:
April 22,
2008 INTERNATIONAL
CONSOLIDATEDCOMPANIES, INC.
By: /S/ Antonio F. Uccello,
III
Antonio F. Uccello, III,
President
and Chief Executive
Officer