def14c070908.htm
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
(Amendment
No.)
Check the
appropriate box:
[ ]
Preliminary Information Statement
[ ]
Confidential, for Use of the Commission only as permitted by Rule
14c-5(d)(2)
[X]
Definitive Information Statement
INTERNATIONAL
CONSOLIDATED COMPANIES INC.
(Exact
name of registrant as specified in its in its charter)
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required.
[ ] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title
of each class of securities to which transaction applies:
NOT
APPLICABLE
2)
Aggregate number of securities to which transaction applies:
NOT
APPLICABLE
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
NOT
APPLICABLE
4)
Proposed maximum aggregate value of transaction:
NOT
APPLICABLE
5) Total
fee paid:
NONE
[ ] Fee
paid previously with preliminary materials.
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount
Previously Paid:
NONE
2) Form,
Schedule or Registration Statement No.:
NOT
APPLICABLE
3) Filing
Party:
NOT
APPLICABLE
4) Date
Filed:
NOT
APPLICABLE
INTERNATIONAL
CONSOLIDATED COMPANIES
2100
19TH
STREET
SARASOTA,
FLORIDA 34234
941.330.0336
Notice of
Action by Written Consent
of
Sixty-Six Percent of the Outstanding
Common
Stock taken as of June 17, 2008
TO THE
STOCKHOLDERS OF INTERNATIONAL CONSOLIDATED COMPANIES, INC.
International
Consolidated Companies, Inc. (“we” “us” “our” or “Company”), hereby give notice
to its stockholders that the holders of Sixty-Six percent (66%) of the Company’s
outstanding shares of common stock (“Common Stock”) have taken action by written
consent to:
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approve
an amendment to the articles of incorporation to increase the number of
authorized shares to 500,000,000 (FIVE HUNDRED MILLION) common shares and
100,000,000 (ONE HUNDRED MILLION) preferred shares;
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The
Company’s stockholders have approved this corporate action in lieu of a special
meeting of the stockholders pursuant to Section 607.0704 of the Florida Statutes
(“Florida Statutes”), which permits any action that may be taken at a meeting of
the stockholders to be taken by the written consent to the action by the holders
of the number of shares of voting stock required to approve the action at a
meeting. All necessary corporate approvals in connection with the
matters referred to in this Information Statement have been
obtained. This Information Statement is being furnished to all of our
stockholders pursuant to Section 14(c) of the Securities Exchange Act of 1934
(the “Exchange Act”), and the rules there under, solely for the purpose of
informing stockholders of these corporate actions before they take
effect. In accordance with Rule 14c-2 under the Exchange Act, the
stockholder consent will take effect 21 calendar days following the mailing of
this information statement (“the “Information Statement”) to
stockholders. This Information Statement shall be considered the
notice required under Section 607.0740 of the Florida Statutes.
This
action has been approved by our Board of Directors and the holders of sixty-six
percent (66%) of the Company’s Common Stock outstanding. Only
stockholders of record at the close of business on June 18, 2008, are being
given Notice of this action by written consent. The Company is not
soliciting proxies.
By Order
of the Board of Directors of
International
Consolidated Companies, Inc.
/s/ Antonio F. Uccello,
III
International
Consolidated Companies, Inc.
Sarasota,
Florida
June 18,
2008
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
2100
19TH
STREET
SARASOTA,
FLORIDA 34234
INFORMATION
STATEMENT
ACTION
BY THE HOLDERS OF SIXTY-SIX PERCENT (66%)
OF
SHARES ENTITLED TO VOTE THEREON
We are
furnishing this Information Statement to all holders of our capital stock, to
provide you with information regarding a description of an action which was
taken by written consent in lieu of a special meeting of the Common Stockholders
on June 18, 2008, by the holders of sixty-SIX percent (66%) of the Company’s
Common Stockholders subject to the expiration of 20 days following the initial
mailing of this Information Statement to our stockholders as required under Rule
14c-2 under the Exchange Act. Only Common Stockholders as of June 17,
2008 were entitled to vote on the matters set forth hereafter in this
Information Statement. As of June 17, 2008, the Company had
17,732,660 shares of its Common Stock issued and outstanding. As of
June 17, 2008, the holders of 11,758,529 shares of the Company’s Common Stock,
or approximately sixty-six percent (66%) of the Company’s then outstanding
shares of Common Stock, executed a written consent with Section 607.0704 of
Florida Statutes, approving the following action:
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amend
the Company’s Articles of Incorporation to increase the number of
authorized shares to 500,000,000 (FIVE HUNDRED MILLION) common shares and
100,000,000 (ONE HUNDRED MILLION) preferred
shares.
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WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This
Information Statement is being mailed on or about June 27, 2008, to stockholders
of record on June 18, 2008. This Information Statement is being
delivered only to inform you of the corporate action described herein in
accordance with Rule 14c-2 under the Exchange Act as of June 17,
2008. As of June 17, 2008, there were 17,732,660 shares of our Common
Stock, No Par Value, outstanding, each of which was entitled to one
vote. As of June 18, 2008, only the holders of shares of the
Company’s Common Stock were entitled to vote on the corporate action described
herein.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record on the June 18, 2008, and will reimburse such brokers and other
custodians, nominees and fiduciaries for out-of-pocket expenses incurred in
forwarding such material.
The
Company’s mailing address and the address of its principal executive offices in
2100 19th Street,
Sarasota, Florida 34234 and its telephone number is
941.330.0330.
This
is not a notice of a special meeting of stockholders and no stockholders meeting
will be held to consider any matter described in this Information
Statement.
Common
Stockholders owning of record approximately sixty-six percent (66%) of our
outstanding Common Stock have irrevocably consented to the actions described
herein. The vote or consent of no other holders of our capital stock
is required to approve the action described herein. Accordingly, no
additional votes will be needed to approve the action described
herein.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS
The
following tables set forth the security ownership as of June 18, 2008, by each
person (or group of affiliated persons) who, to our knowledge, is the beneficial
owner of five percent or more of our outstanding the Company’s equity
securities, and each of the foregoing as a group.
Title
of Class
|
Name
and Address
Of
Beneficial Owner
|
Amount
and Nature
Of
Beneficial Owner
|
Percent
of Class
|
Common
Stock, No
Par
Value
|
Antonio
F Uccello, III
2100
19th
Street
Sarasota,
FL 34234(1)
|
6,359,600(1)
|
36%(1)
|
Common
Stock, No
Par
Value
|
Abraham
Uccello(1)
384
Avenida Madera
Sarasota,
FL 34242
|
2,388,000(1)
|
13.5%(1)
|
Common
Stock, No
Par
Value
|
Estate
of Salvatore Uccello(1)(2)
6527
Waterford Cr.
Sarasota,
FL 34238
|
716,400(1)
|
4%
|
Common
Stock, No
Par
Value
|
Roger
P. Nelson
14
Giovanni Dr.
Waterford,
CT 06385
|
796,000
|
4.5%
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Totals
for Class as a
Whole
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10,260,000
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58%
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(1) Pursuant
to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended,
beneficial ownership of a security consists of sole or shared voting power
(including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. All of the shares described in the
foregoing table are owned by GO! Agency, LLC, a Florida limited liability
company whose address is 4744 Spinnaker Drive Bradenton,
FL 34208. The individuals listed are the members of GO!
Agency and the shares of common stock reflected for each person in the foregoing
table reflect each such person’s percentage ownership of GO!
Agency. Antonio F. Uccello, III, is the manager and the 51% owner of
GO! Agency and, therefore, pursuant the terms of GO! Agency’s Operating
Agreement, has the sole power, subject to his fiduciary duties to the other GO!
Agency members, to vote, or dispose of or direct the disposition of all the
shares of International Consolidated Companies, Inc.’s common stock beneficially
owned by GO! Agency. Antonio F. Uccello, III, has control of us by
virtue of his voting control of 7,960,000 shares of our common
stock. Additionally, Antonio F. Uccello, III holds 2.3 million shares
personally.
(2) The
Estate of Salvatore Uccello was established due to his passing in February of
2007.
SECURITY
OWNERSHIP
OF
MANAGEMENT
The
following tables set forth the security ownership as of September 2007, by the
Company’s management, and each of the foregoing as a group.
Title
of Class
|
Name
and Address
Of
Beneficial Owner
|
Amount
and Nature
Of
Beneficial Owner
|
Percent
of Class
|
Common
Stock, No
Par
Value
|
Antonio
F. Uccello, III(1)
1350
Main St., #1501
Sarasota,
FL 34236
|
6,359,600(1)
|
36%(1)
|
Common
Stock, No
Par
Value
|
Evelyn
P. Silva(2)
3523
24th
Parkway
Sarasota,
FL 34235
|
400,000
|
2.3%
|
Common
Stock, No
Par
Value
|
Dennis
D. Derr(3)
1222
Sea Plume Way
Sarasota,
FL 34242
|
250,000
|
1.4%
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Common
Stock, No Par Value
|
Richard
Dorfman (3)
A1
Grand Prix, 1st Floor
192
Sloane Street
London,
SW1X 9QX
United
Kingdom
|
73,529
|
*
|
Common
Stock, No Par Value
|
Thomas
Bachman (3)
2960
S. McCall Road, Ste 210
Englewood,
FL 34224
|
--
|
--
|
Common
Stock, No Par Value
|
Ronald
D. Ciaravella (3)
8191
N Tamiami Trail
Sarasota,
FL 34243
|
--
|
--
|
Totals
for Class as a
Whole
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5,609,600
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40%
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(1) Antonio
F. Uccello, III is our Chairman of the Board of Directors, President, Chief
Executive Officer, and Chief Financial Officer. See footnote (1)
above in the section titled Security Ownership of Certain
Beneficial Owners for information about the Company’s equity securities
beneficially owned by Antonio F. Uccello, III. Additionally, Antonio
F. Uccello, III holds 2.3 million shares personally.
(2) Evelyn
P. Silva is our Secretary.
(3) Dennis
D. Derr, Richard Dofrman, Thomas Bachman and Ronald D. Ciaravella are
Directors.
ELECTION
OF DIRECTORS AND EXECUTIVE OFFICERS
Directors
Three
directors were elected pursuant to the written consent to serve until the next
annual meeting of the Company’s stockholders or the next time directors are
elected or the next time directors are elected by written consent in lieu of a
meeting of stockholders or until their respective successors are duly elected
and qualified. Each of the directors elected are incumbent
directors.
The name,
age, the year in which each first became a director and their principal
occupations or employment during the past five years are as
follows:
Name and
Age Position Term
Antonio
F. Uccello,
III Chairman/President/Chief
January 2002
Age
40
Officer/Chief Financial
Officer to
present
Richard
Dorfman Director March
2008
Age
56
to present
Dennis D.
Derr Director August 2007
Age
49
to present
Thomas
Bachman Director March
11, 2003
Age
61
to present
Ronald D.
Ciaravella Director
December 2007
Age
60
to present
Antonio F. Uccello,
III
Mr.
Uccello is the founder, President, Chief Executive Officer, Chairman of the
Board of Directors and the Chief Financial Officer of the
Company. Mr. Uccello attended college at the University of
Connecticut and took graduate courses at Hunter College in New York
City. Mr. Uccello has been in the securities industry for the last 13
years. Mr. Uccello holds a Series 65, Registered Investment Advisor
license from the National Association of Securities Dealers. From
June, 1996, to February, 2001, Mr. Uccello was a branch manager for Brookstreet
Securities. Brookstreet Securities was at that time a registered
broker-dealer. Mr. Uccello left Brookstreet Securities in February,
2001, to establish Chelsea Capital Management, LLC where he acts a registered
investment advisor. Both Chelsea and Mr. Uccello are registered as
investment advisors with The State of Florida, Department of Banking and Finance
and the State of Connecticut Department of Banking, Division of Securities and
Business Investments. Mr. Uccello is the owner of 99% of the
membership interests and the sole manager of Chelsea and as such is the sole
owner and sole control person of Chelsea. Mr. Uccello is the majority
member and the manager of Hawkeye Real Estate, LLC and is the President of and a
minority shareholder in Olympus Leasing Company, both of which are related
parties to us. Hawkeye Real Estate is a real estate developer and
Olympus Leasing is engage in the business of making commercial
loans. Mr. Uccello will devote 90% of his time to us. Mr.
Uccello has extensive experience in finance and is responsible for the overall
profitability of the Company.
Richard
Dorfman
From 2003
to the present Mr. Dorfman has worked as an independent consultant specializing
in the maximization of media rights, primarily in the sports and entertainment
fields. Consulting services include strategic planning, marketing,
sales and servicing of television, 3G/Wireless and other media rights for sports
rights holders, governing bodies and media outlets on a local or global
basis. Mr. Dorfman is also on the board of Energem Natural Resources
Company.
Dennis D.
Derr
Mr. Derr
is a Director of the Company. Mr. Derr received a Bachelor of Science
in Finance from Colorado State University in 1980 and a Master of Science in
Finance from Colorado State University in 1984. From 2004 to present,
Mr. Derr has been an independent consultant to various businesses in the areas
of strategic planning, business capture and market development. Mr.
Derr served as Executive Vice President of Avisys, Incorporated, located in
Austin TX from 1996 2004. As a corporate officer and major
shareholder at Avisys, Incorporated, Mr. Derr was involved in all aspects of
corporate management and governance. He was responsible to the
President to formulate effective business development strategies within defense
and commercial markets and across diverse aircraft, avionics, information and
electronic warfare products for Avisys, Incorporated. He assisted in
directing and implementing overall corporate strategy and culture and had
primary responsibility for identification and acquisition of corporate
resources. Mr. Derr also had responsibility for the management of
contracts and legal matters. He developed, executed and administered
corporate policies with respect to legal, contractual, business, and personnel
matters. Mr. Derr also performed as Vice President of Business
Development and was the corporate lead during the 2004 acquisition of L-3
Communications by Avisys, Incorporated. From 1992 to 1996, Mr. Derr
served as Director of Business Development for Marconi Tracor Flight
Systems. As Vice President of Business Development for Marconi Tracor
Flight Systems, Mr. Derr promoted expansion of new product base and customer
base while continuing to effectively market and capture follow-on
business. He led an electronic warfare products capture. Mr. Derr led
successful proposal teams for programs of all sizes and technologies, from
$50,000 change orders to $50,000,000 systems. As part of a team
assigned to special programs work, Mr. Derr performed a dual role with the
management and administration of a $20,000,000 portfolio of electronic warfare
hardware.
Thomas
Bachman
Mr.
Bachman is a Director of the Company. Mr. Bachmann has been the Executive
Publisher and Director of Industry Development of Beverage Industry Magazine,
the leading trade publication for the beverage industry since
1994. Prior to becoming Executive Publisher and Director of Industry
Development of Beverage
Industry Magazine in 1994, Mr. Bachmann was the National Sales Manager
and Associate Publisher of Beverage Industry Magazine
from 1976 to 1981. From 1982 to 1992 Mr. Bachmann was Publisher of
Diary Field, Today’s Catholic Teacher and
Early Childhood
News. Mr. Bachmann ran his own consulting firm, Bachmann and
Associates from 1992 to 1994. Mr. Bachmann is a member of the
National Soft Drink Association, the Canadian Soft Drink Association, and the
International Bottled Water Association. Mr. Bachmann will bring an
industry wide perspective to the Company.
Ronald D.
Ciaravella
Ronald D.
Ciaravella has over 30 years as a successful entrepreneur and is an active
community member serving on many local and regional Boards. As an
aviation pioneer, Mr. Ciaravella is President and owner of a large aviation
company, a commercial pilot, and is highly respected and regarded in the
aviation industry and statewide business community. Having held
positions as Founder and President of Skybus Express Airlines and President of
Nomad Distributors (the North American Distributors of the Nomad turbo prop
aircraft).
Executive
Officers
The
following table sets forth a list the names and ages of all executive officers
of the Company, all positions and offices with the Company held by each such
person; each such person’s term of office as officer and the period served as
such.
Name and
Age Position Term
Antonio
F. Uccello,
III Chairman/President/
Chief Executive January
28, 2002
Age
41
Officer/Chief Financial
Officer
to present
Evelyn P.
Silva Vice
President
Operations/Secretary February
8, 2007
Age 40
to present
There
exists no arrangement or understanding between any of the Company’s officers and
any other person(s) pursuant to which any of the executive officers were
selected as an officer.
There
have been no material proceedings to which any director, officer or affiliate of
the Company, any owner of record or beneficially of more than five percent of
any class of voting securities of the Company, or any associate of any such
director, officer, affiliate of the Company, or security holder has been a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
Resumes
Antonio F. Uccello,
III
See
resume of Mr. Uccello above in the section titled Election of
Directors.
Evelyn P.
Silva
Mrs.
Silva has been our Vice President of Operations and Secretary since February 8,
2007. Prior to that, Mrs. Silva was our operations manager from July
2002 to February 8, 2007. Mrs. Silva’s duties as operations manager
included management of operations for company including supervising product
assembly and distribution, administrative functions, and acted as an assistant
to our President. Mrs. Silva supervised accounts payable and
receivable, payroll (including payroll taxes and unemployment taxes) and was
accountable for all customer service issues. She also supervised
human resource for employees. Prior to joining the Company, Mrs.
Silva served as a legal assistant for the law offices of Christopher K. Caswell,
P.A. from December 2001 to July 2002. While with Christopher K.
Caswell, P.A., Mrs. Silva supervised accounts payable and receivable, payroll,
and medical and dental Insurance coverage. She also performed
administrative functions for the office and attorneys.
There are
no family relationship between any director, or executive officer.
The
exists no arrangement or understanding between any of the Company’s officers and
any other person(s) pursuant to which any of the executive officers were
selected as an officer.
There
have been no material proceedings to which any director, officer or affiliate of
the Company, any owner of record or beneficially of more than five percent of
any class of voting securities of the Company, or any associate of any such
director, officer, affiliate of the Company, or security holder has been a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
There
have been no events that occurred during the past five years that are material
to an evaluation of the ability or integrity of any director, or executive
officer of the registrant.
Key
Employees
Antonio
F. Uccello, III, is the only key employee of the Company.
CERTAIN
TRANSACTIONS WITH RELATED PERSONS
On June
28, 2005, the Company loaned, $1,200,000 to Olympus Leasing Company, a related
party. At June 28, 2005, Antonio F. Uccello, III, was, and is now the
President, Chairman and a minority owner of the issued and outstanding shares of
stock of Olympus Leasing and reports to its board of
directors. Antonio F. Uccello, III, was and is one of the Company’s
officers and directors and an indirect shareholder of International Consolidated
Companies, Inc. The loan is for a period of five years with interest
accruing on the unpaid balance at 5.3% per annum payable annually, with the
entire principal and unpaid interest due and payable in full on June 28,
2010. There is no prepayment penalty. The purpose of the
loan was to obtain a higher interest rate than is currently available at
traditional banking institutions. Olympus Leasing’s primary business
is making secured loans to chiropractic physicians throughout the United States
for the purchase of chiropractic adjustment tables. The loans are
generally for less than $3,000 each and are secured by a first lien on each
chiropractic adjustment table. Each loan is personally guaranteed by
the chiropractic physician. The rate of return on the Olympus Leasing
loans is between 15% and 25% per annum. To date, Olympus Leasing has
suffered no loss from any loan to a chiropractic physician for the purchase of a
chiropractic adjustment table. On January 3, 2007, the Company
pursuant to the future advance clause in this note loaned Olympus Leasing an
additional $300,000. Since the making of the loan, including future
advances thereon, by the Company to Olympus Leasing, Olympus Leasing has made
payments to the Company of $956,272. The remaining balance that was
due from related party on the balance sheet was $613,342 on June 30,
2007. Because of the foregoing facts, the Company believes that the
probability of a default on the loan by it to Olympus Leasing is
unlikely. The current principal balance due to the Company from
Olympus Leasing is $594,746. There is an excellent market for the
re-sale of chiropractic adjustment tables which may be the subject of a
foreclosure. Olympus Leasing currently has in excess of $1,000,000 in
outstanding finance receivables from chiropractic physicians secured by a first
lien on each chiropractic adjustment table.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section
16(a) of the Exchange Act requires the Company’s executive officers and
directors and persons who beneficially own more than ten percent (10%) of the
company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers and
directors and greater than ten percent (10%) shareholders are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all section 16(a) forms they file. Based on its review of
the copies of such forms received by the Company, the Company believes that
during the year ended December 31, 2007, all such filing requirements applicable
to its officers and directors were complied with.
CODE
OF ETHICS
On April
8, 2004, the board of directors adopted a code of ethics that the Company’s
principals financial officer, principal accounting officer or controller and any
person may perform similar functions is subject to. The Company filed
the code of ethics as exhibit to its Form 10-SB12G on May 4, 2004.
CORPORATE
GOVERNANCE
Director
Independence, Board Meetings and Committees
The
Company’s business is managed under the direction of its Board of
Directors. The board meets on a regularly scheduled basis to act on
matters requiring board approval. It also holds special meetings when
an important matter requires action by the board between scheduled
meetings. The board of directors held seven meetings during the
fiscal year ended December 31, 2007 and three meetings so far during
2008. All board members attended each meeting. During the
fiscal year ended December 31, 2007 the board consisted of five members, three
of which were independent under the independence standards applicable to the
small business issuer. To date during the current fiscal year the
board has consisted of five members, three of which are independent under the
independence standards applicable to the small business issuer.
The
Company does not have a standing compensation, audit or nominating committee or
any committee performing a similar function. The Company does not
have an audit committee charter or a nominating committee charter or policy or
similar documents. The Company intends to form an audit committee, a
compensation committee, and a nominating committee during the 2008 fiscal
year.
The
Company’s entire Board of Directors participates in the compensation, audit and
nomination processes. The Board of Directors does not have a
nomination committee or audit committee charter. The Board of
Directors does not have a formal policy with regard to the consideration of any
director candidates recommended by security holders. The entire board
will consider any person nominated by security holders that is reputable and
that has experience in the industry in which the Company operates or business
experience in general. The board will also consider the extent of any
nominee’s educational background in deciding whether to nominate a person for a
directorship position. The Company does not pay any fee to third
parties for helping the board to nominate or evaluate director candidates and
the board does not obtain such services from any third party.
The
Company’s entire Board of Directors acts as the compensation
committee. Due to the current size of the Company and the relatively
small size of the board of directors, the Company believes that it is reasonable
at this point for the entire board to perform this function. The
board, acting as the compensation committee, does not at this time have a
compensation committee charter. The entire board meets annually to
determine executive officer compensation. The board has complete
authority for establishing executive officer compensation. The board
does not delegate any authority with respect to the executive officer
compensation. The Company’s President and Chief Executive Officer and
majority Stockholder is a member of the board and therefore has an opportunity
to discuss executive compensation with the other members of the board and one
vote to determine executive compensation. The board has not engaged
any compensation consultants in determining or recommending the amount or form
of executive and director compensation. The board has determined not
to pay any directors fee of any nature for the foreseeable future.
To date,
the Company has not held annual meetings and has utilized consents to action by
shareholders holding the number of shares of equity stock necessary to approve
the action taken by such consents to action.
For the
year ended December 31, 2007, the Company’s Board of Directors, acting as the
audit committee, has (i) reviewed and discussed the audited financial statements
with management; (ii) discussed with the Company’s independent auditors the
matters required to be discussed by the statement on Auditing Standards No. 61,
as amended (AICPA, Professional Standards, Vol.
1, AU section 380), as adopted by the Public Company Accounting Oversight Board
in Rule 3200T; (iii) received the written disclosures and a letter from its
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees ), and has discussed with the independent accountant the
independent accountant's independence; and (iv) recommended that the audited
financial statements be included in the company's annual report on Form 10–KSB
for the fiscal year ended Dismember 31, 2007, for filing with the Securities and
Exchange Commission.
Audit
Committee Financial Expert
The
Company’s Board of Directors currently does not have an audit committee
financial expert but hopes to nominate establish an audit committee and nominate
an audit committee financial expert as a candidate for a directorship during the
2008 fiscal year. The Company and its Board of Directors have been
actively searching for an audit committee financial expert but have had
difficulty identifying a suitable candidate because of size of the Company,
perceived additional liability to the public by prospective candidates and the
excessive additional costs associated with the selection of a candidate
including but not limited to director fees for the audit committee financial
expert and director liability insurance.
Security
Holder Communication
The
Company encourages its security holders to communicate directly with its Board
of Directors regarding any issues, including financial issues that may affect
the Company. The process for contacting the board of directors is
through writing to Evelyn P. Silva, Secretary, at 210 19th Street,
Sarasota, Florida 34234. Mrs. Silva will raise any
appropriate security holder concerns that she receives with the Company’s entire
board of directors.
EXECUTIVE
COMPENSATION TABLE
Set forth
below are the annual cash compensation and restricted stock grants paid to the
Company’s executive officers for the period ended December 31, 2006 and
2007.
Summary
Compensation Table 2006
|
|
|
|
|
|
|
Name
and Principal
|
|
Annual
|
|
|
Long
Term
Compensation
|
|
Position
|
Year
|
Compensation
Salary $
|
Bonus
$
|
Other
Annual Compensation
|
Stock
Grants #
|
All
Other Compensation
|
|
|
|
|
|
|
|
Antonio
F. Uccello, III
|
2006
|
125,000
|
0
|
0
|
0
|
0
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrei
A. Troubeev
|
2006
|
41,200
|
0
|
0
|
0
|
0
|
Vice
President,
|
|
|
|
|
|
|
Engineering
|
|
|
|
|
|
|
(1) All
Other Compensation consists solely of health insurance.
Summary
Compensation Table 2007
|
|
Annual
|
|
|
Long
Term
|
|
Name
and Principal
|
|
Compensation
|
|
Other
Annual
|
Compensation
|
All
Other
|
Position
|
Year
|
Salary
$
|
Bonus
$
|
Compensation
|
Stock
Grants #
|
Compensation
(1)
|
|
|
|
|
|
|
|
Antonio
F. Uccello, III
|
2007
|
122,000
|
0
|
0
|
0
|
0
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrei
A. Troubeev
|
2007
|
27,235
|
0
|
0
|
0
|
0
|
Vice
President,
|
|
|
|
|
|
|
Engineering
|
|
|
|
|
|
|
None of
the directors have been paid any fees for acting as such though we do expect to
give the directors restricted stock grants for future service.
DESCRIBE
STOCK AWARD AND COMPENSATION PLAN
Other
than as set forth in the foregoing table, with footnotes, there is no other
plan, contract, authorization or arrangement, whether or not set forth in any
formal documents, pursuant to which the following may be received by any or our
officers or directors: cash, stock, restricted stock or restricted stock units,
phantom stock, stock options, stock appreciation rights (“SARs”), stock options
in tandem with SARs, warrants, convertible securities, performance units and
performance shares, and similar instruments.
INDEPENDENT
PUBLIC ACCOUNTANTS
The
directors have approved the engagement of Bagel, Josephs, Levine & Company,
LLC as the Company’s principal independent auditor to audit the financial
statements of the Company for the year ending December 31, 2007 and to conduct a
review of its quarterly statements for the year ending December 31,
2007. Bagel, Josephs, Levine & Company, LLC has been the
Company’s principal independent auditors since the Company’s 2004 fiscal
year.
PUBLIC
ACCOUNTANT FEES AND SERVICES
Public
Accountant Fees
The
aggregate fees billed by our independent auditors, Bagell Josephs & Company,
LLC, for the years ended December 31, 2006 and 2005, are as
follows:
|
|
2007
|
|
|
2006
|
|
Audit
Fees
|
|
$ |
76,000 |
|
|
$ |
41,000 |
|
Audit
Related Fees
|
|
$ |
-0- |
|
|
$ |
-0- |
|
Tax
Fees
|
|
$ |
-0- |
|
|
$ |
-0- |
|
All
Other Fees
|
|
$ |
-0- |
|
|
$ |
-0- |
|
TOTAL
FEES
|
|
$ |
76,000 |
|
|
$ |
41,000 |
|
|
|
|
|
|
|
|
|
|
Pre-Approval
Policies and Procedures
The
Company’s Board of Directors has not established “Pre-Approval Policies” for the
selection of the Company’s independent auditors as described in Regulation
210.201(c)(7)(i)(B) as promulgated by the Securities and Exchange Commission
pursuant to The Securities Exchange Act. Before the independent
auditor is engaged by the Company, or its subsidiaries, to render audit or
non-audit services, the engagement is approved by the Company’s Board of
Directors acting as the Company’s Audit Committee and thereafter submitted to
the Company’s Stockholders for approval.
AMENDMENT
TO ARTICLES OF INCORPORATION
The
Consent to Acton approves the amendment of the Company’s Articles of
Incorporation as follows:
·
|
amend
the Company’s Articles of Incorporation to increase the number of
authorized shares to 500,000,000 (FIVE HUNDRED MILLION) Common Shares and
100,000,000 Preferred Shares
|
The
reasons and general effect of these amendments are to increase the number of
common shares to allow the company for flexibility in acquiring additional
companies, finance the company through the sale of common or preferred shares,
and have sufficient shares to create a stock option program for employees of the
Company and its Subsidiaries.
INTEREST
OF CERTAIN PERSONS IN
MATTERS
CONTAINED IN THE CONSENT TO ACTON
The
Company’s officers and directors as a group hold Forty percent (40%) and have
voting control over Sixty One Percent (61%) of our total issued and outstanding
shares of our Common Stock.
To our
knowledge, no director has informed the Company in writing or verbally that he
was in opposition to the adoption of the Consent to Action by the
Stockholders.
COPIES
OF INFORMATION STATEMENT
Only one
Information Statement is being delivered to multiple security holders sharing an
address unless we have received contrary instructions form one or more of the
security holders. We hereby undertake promptly to deliver, upon
written or oral request, a separate copy of this Information Statement to a
security holder at a shared address to which a single copy of the Information
Statement was delivered. In order to request additional copies of
this Information Statement or to request delivery of a single copy of this
Information Statement if you are receiving multiple copies, please contact us by
mail at 2100 19th Street,
Sarasota, FL 34234; attention Secretary, or by phone at
941.330.0336.
ADDITIONAL
INFORMATION
The
Company files annual, quarterly and current reports, information statements and
other information with the Securities and Exchange Commission. You
may read and copy any reports, statements or other information that we file at
the Securities and Exchange Commission’s public reference rooms at 100 F Street,
N.E., Washington, D.C. 20549. You may also obtain copies of this
information by mail from the Public Reference Section of the Securities and
Exchange Commission, 100 F Street, N.E., Washington, DC 20549 at prescribed
rates. Please call the Securities and Exchange Commission at 1-(800)
SEC-0330 for further information on the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov at which reports, proxy and information statements and other
information regarding the Company are available. We maintain a website at
http://www.iccina.com. The material located on our website is not a
part of this Information Statement. The Securities and Exchange
Commission allows us to “incorporate by reference” information into this
Information Statement, which means that we can disclose important information to
you by referring you to another document filed separately with the Securities
and Exchange Commission. The information incorporated by reference
into this Information Statement is deemed to be part of this document, except
for any information superseded by information contained directly in this
document or contained in another document filed in the future which itself is
incorporated into this document. This document incorporates by
reference the documents listed below that we have previously filed with the
Securities and Exchange Commission (Exchange Act filing number
000-50742):
1. Form
8-K/A filed with the Securities and Exchange Commission on June 13,
2008.
2.
|
Form
10-Q for the quarter ended March 30, 2008 filed with the Securities and
Exchange Commission on May 20,
2008.
|
3. Form
8-K filed with the Securities and Exchange Commission on April 2,
2008.
4.
|
Form
10-K/A for the fiscal year ended December 31, 2007 filed with the
Securities and Exchange Commission on April 1,
2008.
|
Dated: June
18, 2008
/s/ Antonio F. Uccello,
III
President
and ChiefExecutive Officer
EXHIBIT
A
INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
Articles
of Amendment
Pursuant
to the provisions of Section 607.1006 of the Florida Statutes, INTERNATIONAL
CONSOLIDATED COMPANIES, INC., a Florida corporation, does hereby amend its
Articles of Incorporation.
1. The
name of the corporation whose Articles of Incorporation are being amended by
these Articles of Amendment is International Consolidated Companies, Inc., a
Florida corporation.
2. The
Articles of Incorporation of International Consolidated Companies, Inc., a
Florida corporation, is hereby amended by deleting the first paragraph of said
article with the following paragraph to be added in its place:
Article
III
CAPITAL
STOCK
The total
number of shares of capital stock which the corporation shall have the authority
to issue Six Hundred Million (600,000,000) shares, consisting of One Hundred
Million (100,000,000) shares of Preferred Stock having no par value per share
and Five Hundred Million (500,000,000) shares of Common Stock haveing no par
value per share
3. The
amendment to the Articles of Incorporation of International Consolidated
Companies, Inc., a Florida corporation, set forth in paragraph 2 above was duly
adopted by the Board of Directors of the corporation as of May 12,
2008. The approval of a majority of the shareholders sufficient to
ratify and approve such amendment was obtained through written consent on May
14, 2008.
In
witness whereof, the corporation, by and through its undersigned officer
thereunto duly authorized, has executed these Articles of Amendment on May 14,
2008.
INTERNATIONAL
CONSOLIDATED COMPANIES, INC.
By: /s/ Antonio
F. Uccello
Antonio
F. Uccello III
President