6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INTERNATIONAL MERCANTILE CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
459858 20 5
(CUSIP Number)
David J. Levenson, Esq.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W.
Washington, D.C. 20005
(202) 962-4831
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on 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).
(Continued on following pages)
<PAGE>
1. NAME OF REPORTING PERSON:
Ventana Consultants, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Michigan
NUMBER OF 7. SOLE VOTING POWER: 200,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 200,000
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER: 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
200,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.7%
14. TYPE OF REPORTING PERSON:
CO
<PAGE>
Item 1. Security and Issuer.
The class of equity to which this statement relates is
the common stock, $1.00 par value (the "Common Stock"), of
International Mercantile Corporation (the "Issuer"), which
has its principal executive offices at P.O. Box 340, Olney,
MD 20832.
Item 2. Identity and Background.
The filer's name is Ventana Consultants, Ltd., a
Michigan corporation (the "Filer"). Its principal business
is business and financial consulting. The Filer's principal
business address is 425 W. Michigan Avenue, Kalamazoo,
Michigan 49007.
Donald E. Oehmke is the sole shareholder, officer and
director of the Filer. Mr. Oehmke's business address is 425
W. Michigan Avenue, Kalamazoo, Michigan 49007.
Neither the Filer nor Mr. Oehmke has been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the past five years.
Neither the Filer nor Mr. Oehmke has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Filer acquired the 200,000 shares of Common Stock
for consulting services rendered in connection with the
Issuer's business; the shares were issued pursuant to a
registration statement on Form S-8, filed with the
Securities and Exchange Commission on August 15, 1997.
Item 4. Purpose of Transaction.
The 200,000 shares of Common Stock to which this
statement relates are no longer held by the Filer. As
described above, the Filer acquired the shares on April 24,
1998, at which time such shares were held for investment
purposes, and not with the purpose nor with the effect of
changing or influencing control of the Issuer. However, on
the same date (April 24, 1998), the Filer sold the shares
related to this Schedule 13D in the open market. Except for
the foregoing, neither the Filer nor Mr. Oehmke has any
current plan or proposal which relates to or would result in
any of the following actions:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities
of the Issuer, except as otherwise contemplated by this
Schedule 13D;
<PAGE>
(b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of
the assets of the Issuer or of any of its subsidiaries;
(d) any change in the present Board of Directors
or management of the Issuer, including plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the Board;
(e) any material change in the present
capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's
business or corporate structure;
(g) changes in the Issuer's Charter, Bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(h) causing a class of securities of the Issuer
to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) The Filer was the beneficial owner of 200,000
shares, or 8.7% of the outstanding Common Stock of the
Issuer (as of September 30, 1997, the date on which Issuer's
most recent filing with the Securities and Exchange
Commission (Form 10Q) was available, plus the 200,000 shares
issued to the Filer).
(b) The Filer had the sole power to vote, or
direct the vote, and to dispose of, or direct the
disposition of, the securities described in Item 5(a) above.
(c) On April 24, 1998, the Filer acquired 200,000
shares of the Issuer's Common Stock from the Issuer for
consulting services rendered in connection with the Issuer's
business. On the same date, April 24, 1998, Filer sold the
200,000 shares of Common Stock in an open market sale for
$50,000.
<PAGE>
(d) Not applicable.
(e) The Filer ceased to be the beneficial owner
of any shares of Common Stock on April 24, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
None/Not applicable.
Item 7. Material to be Filed as Exhibits.
None/Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Ventana Consultants, Ltd.
Dated: By: /s/ Donald E. Oehmke
Donald E. Oehmke, President
DC1DOCS1.71764
