UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
**The total number of shares reported herein is 27,000,000 shares of common stock, which constitutes approximately 19.9% of the total number of shares outstanding. The percentages of total shares set forth herein are based on the assumption that there are 135,423,091 shares of common stock outstanding.
CUSIP No. |
459357109 |
| 1 | NAMES OF REPORTING PERSONS North America Life Insurance Company |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Texas | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 27,000,000 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 27,000,000 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 27,000,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IC | |||||
CUSIP No. |
459357109 |
| 1 | NAMES OF REPORTING PERSONS Clif Mitchell |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Texas | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 27,000,000 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 27,000,000 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 27,000,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
Item 1(a)
|
Name of Issuer. | |
| The issuer is International Consolidated Companies, Inc. (the “Issuer”). | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices. | |
| The address of the Issuer is 8191 Tamiami Trail, Suite 104, Sarasota, Florida 34243. | ||
Item 2(a)
|
Name of Person Filing. | |
| This statement is filed by North America Life Insurance Company (the “Company”) and Clif Mitchell, the sole shareholder of the Company. | ||
Item 2(b)
|
Address of Principal Business Office. | |
| The address of the Company and of Clif Mitchell is 1300 Guadalupe Street, Suite 200, Austin, Texas 78701. | ||
Item 2(c)
|
Place of Organization. | |
| The Company is a corporation organized under the laws of the state of Texas. Clif Mitchell is a resident of the state of Texas. | ||
Item 2(d)
|
Title of Class of Securities. | |
| Common stock, no par value | ||
Item 2(e)
|
CUSIP Number. | |
| 459357109 |
Item 3
|
Reporting Person. |
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | þ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). |
Item 4
|
Ownership. | |
| The information contained in Items 5-11 on the cover pages is incorporated herein by reference. | ||
| As of May 5, 2009, the Company loaned $400,000.00 to Antonio F. Uccello III, as a result of which Mr. Uccello executed a promissory note for the benefit of the Company (the “Note”). To secure the Note, Mr. Uccello entered into a pledge agreement (the “Pledge Agreement”) with the Company, pursuant to which he pledged 27,000,000 shares of common stock of the Issuer (the “Pledged Shares”) as collateral security for the repayment of the Note. Pursuant to the terms of the Pledge Agreement, the Company may take record title to and vote the Pledged Shares upon an “Event of Default.” An “Event of Default” occurred under the Note, and the Company has taken record title to the Pledged Shares and has notified Mr. Uccello that it intends to exercise its voting rights over the Pledged Shares, but has not yet foreclosed on the Pledged Shares. |
| The Company has the power to vote the Pledged Shares. Clif Mitchell is the sole shareholder of the Company, and thereby may be deemed to beneficially own the Pledged Shares held by the Company. | ||
| The filing of this Statement shall NOT be construed as an admission that the persons filing are beneficial owners of the shares covered by this Statement for any purpose, including for purposes of Sections 13, 14, or 16 of the Act. Neither any of the reporting persons nor any client or shareholder thereof is a member of a “group” for any purpose. | ||
Item 5
|
Ownership of Five Percent or Less of a Class. | |
| N/A | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
| N/A | ||
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
| N/A | ||
Item 8
|
Identification and Classification of Members of the Group. | |
| N/A | ||
Item 9
|
Notice of Dissolution of Group. | |
| N/A | ||
Item 10
|
Certification. | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| Date: February 3, 2010 | NORTH AMERICA LIFE INSURANCE COMPANY |
|||
| By: | /s/ Clif Mitchell | |||
| Name: | Clif Mitchell | |||
| Title: | President | |||
| /s/ Clif Mitchell | ||||
| CLIF MITCHELL | ||||