form8kchinagenerescission.htm
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)
October 7,
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 Employer Identification 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
1.02 Termination of Material Agreement
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 Chine Gene and
its subsidiary companies. The acquisition of Aim Sky Ltd, by Grow
Ease has also been rescinded. The rescission is effective as of
September 30, 2008.
Grow Ease
International Ltd, a wholly owned subsidiary of the Company had 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.
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.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
Exhibit
Number Description
10.1 Letter
Agreement Rescinding Transaction
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:
October 9,
2008 INTERNATIONAL
CONSOLIDATEDCOMPANIES, INC.
By: /S/ Antonio F. Uccello,
III
Antonio F. Uccello, III,
President
and
Chief Executive Officer