U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTEGRATED.COM, INC.
(Name of Small Business Issuer in its charter)
Nevada 7375 88-0432284
(State or (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
8 Carlisle Drive, Voorhees, New Jersey 08043 (609) 772-0221
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200,
Las Vegas, Nevada 89102; (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If this Form is filed If this Form is a post- If this Form is a post-
to register additional effective amendment effective amendment
securities for an filed pursuant to Rule filed pursuant to Rule
offering pursuant to 462(c) under the 462(d) under the
Rule 462(b) under the Securities Act, check Securities Act, check
Securities Act, please the following box and the following box and
check the following list the Securities list the Securities
box and list the Act registration Act registration
Securities Act statement number of statement number of
registration number of the earlier effective the earlier effective
the earlier effective registration statement registration statement
registration statement for the same offering. for the same offering.
for the same offering.
If the delivery of
the prospectus is expected to
be made pursuant to Rule 434,
check the following box.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
each class be maximum maximum registration
of registered offering aggregate fee
securities price per offering
to be unit price
registered
Common 2,000,000 $0.05 $100,000 $350.00
shares
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PART I. INFORMATION REQUIRED IN PROSPECTUS
<PAGE>
PROSPECTUS
INTEGRATED.COM, INC.
2,000,000 Shares
Common Stock
Offering Price $0.05 per Share
INTEGRATED.COM, INC., a Nevada corporation ("Company"), is hereby
offering up to 2,000,000 shares of its $.001 par value common stock
("Shares") at an offering price of $0.05 per Share on a "best efforts"
basis pursuant to the terms of this Prospectus for the purpose of
providing start-up and working capital for the Company.
The Shares offered hereby are highly speculative and involve a high
degree of risk to public investors and should be purchased only by persons
who can afford to lose their entire investment (See "Risk Factors").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public(1) Discounts and Issuer (2)
Commissions
Per Share $ 0.05 $0.00 $ 0.05
Total Minimum $ 25,000.00 $0.00 $ 25,000.00
Total Maximum $100,000.00 $0.00 $100,000.00
Information contained herein is subject to completion or amendment.
The registration statement relating to the securities has been filed with
the Securities and Exchange Commission. The securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
Subject to Completion, Dated _______________, 1999
THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE
OF THE SUBSCRIPTIONS BY THE COMPANY AND APPROVAL OF CERTAIN LEGAL MATTERS
BY COUNSEL TO THE COMPANY.
THE COMPANY HAS THE RIGHT, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON. UNTIL
_____________, 1999, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION
OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOENTS OR SUBSCRIPTIONS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OPEN OFFER TO BUY INTO SECURITIES OFFERED HEREBY A STATE
IN WHICH, OR TO A PERSON TRUE, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT
TO THE DATE THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS
PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY FOR ALL EXISTING
SHAREHOLDERS, AND FOR ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET
BEEN ACCEPTED AS SHAREHOLDERS IN THE COMPANY.
THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY MATERIAL FACT OR
CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT. NO PERSON OR ENTITY HAS
BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE A
REPRESENTATION, WARRANTY, COVENANT, OR AGREEMENT WHICH IS NOT EXPRESSLY
PROVIDED FOR OR CONTAINED IN THIS PROSPECTUS; IF GIVEN OR MADE,
SUCH INFORMATION, REPRESENTATION, WARRANTY, COVENANT, OR AGREEMENT
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THE COMPANY IS NOT A REPORTING COMPANY. EACH PERSON WHO RECEIVES
A PROPSECTUS WILL HAVE AN OPPORTUNITY TO MEET WITH REPRESENTATIVES OF
THE COMPANY, DURING NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST TO
THE COMPANY, IN ORDER TO VERIFY ANY OF THE INFORMATION INCLUDED IN THIS
PROSPECTUS AND TO OBTAIN ADDITIONAL INFORMATION REGARDING THE COMPANY.
IN ADDITION, EACH SUCH PERSON WILL BE PROVIDED WITHOUT CHARGE, UPON WRITTEN
OR ORAL REQUEST, A COPY OF ANY OF THE INFORMATION THAT IS INCORPORATED
BY REFERENCE IN THE PROSPECTUS AND THE ADDRESS (INCLUDING TITLE OR DEPARENT)
AND TELEPHONE NUMBER TO WHICH SUCH REQUEST IS TO BE DIRECTED.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN THE
SUBSCRIPTION AGREEMENT THAT THEY HAVE READ THIS PROSPECTUS CAREFULLY AND
THOROUGHLY, THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL
INFORMATION; AND THEY DID SO TO THEIR SATISFACTION.
(1) A maximum of 2,000,000 shares may be sold on
a "bestefforts" basis. All of the proceeds from the
sale of Shares will be placed in an interest-bearing
escrow account by 12 o'clock noon of the fifth
business day after receipt thereof, until the sum of
$25,000.00 is held. If less than $25,000.00 is
received from the sale of the Shares within 120 days
of the date of this Prospectus, the offer will remain
open for another 120 days after which if the minimum
is not raised all proceeds will be refunded promptly
to purchasers with interest and without deduction
for commission or other expenses. Subscribers will
not be able to obtain return of their funds while in
escrow.
(2) The Net Proceeds to the Company is before the
payment of certain expenses in connection with this
offering. See "Use of Proceeds."
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DETERMINATION OF OFFERING PRICE 4
DILUTION 5
PLAN OF DISTRIBUTION 6
LEGAL PROCEEDINGS 7
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 9
DESCRIPTION OF SECURITIES 10
INTEREST OF NAMED EXPERTS AND COUNSEL 11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 12
ORGANIZATION WITHIN LAST FIVE YEARS 13
DESCRIPTION OF BUSINESS 14
PLAN OF OPERATION 15
DESCRIPTION OF PROPERTY 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 18
EXECUTIVE COMPENSATION 19
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 20
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its
entirety by detailed information appearing elsewhere in
this prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached
Exhibits, in their entirety.
The Company.
INTEGRATED.COM, INC. proposes to exploit business
opportunities created by the deregulation of the broadcast
and telecommunications industries in conjunction with
developers of master plan communities and their
residents.
INTEGRATED.COM, INC. will install a complete turnkey
system, integrating telephony, broadcast video, Internet and
intranet access, security features, and customized residential
service offerings.
The INTEGRATED.COM, INC. solution is a platform comprised
of computer hardware, software, phone switch, and
related technologies. The flexible nature of the INTEGRATED.COM,
INC. system allows a variety of service providers.
The INTEGRATED.COM, INC. system offers the developer
the following benefits:
(a) INTEGRATED.COM, INC. system will provide a source
of incremental revenue increasing cash flow and equity without
a capital investment.
(b) The principal benefit to the developer is
homeowner satisfaction. Homeowners benefit from the INTEGRATED.COM,
INC. system as they can choose from a wider variety of
programming and services than is currently available. INTEGRATED.COM,
INC. is prepared to offer homeowners its own exciting range
of products-cable, telephone, radio, Internet
access, video-on-demand, video games, shared software, data
services, electronic commerce-at a lower cost than current
providers. The new services provided by INTEGRATED.COM, INC. are
accessed via a customized television interface and a "smart"
telephone making them easy to understand and use. A further
convenience is on-screen bill payment for INTEGRATED.COM, INC. services.
(c) The key benefit to the INTEGRATED.COM, INC. system is
the creation of a safe and smart community. Offering
competitive services to the homeowner, which is lifestyle enhancing
and safety minded, is the primary mandate of INTEGRATED.COM, INC.
The developer has discretion in the selection of products
offered to homeowners, the pricing of these products, and
the customer care program. The developer may also choose to
brand the product offering. INTEGRATED.COM, INC. will continue
to offer new and innovative products so as to maintain its
"more for less" proposition.
The success of our partnership with the developer is backed
up by the commitment of our senior management team in
conjunction with a solid management plan. Our management goats are
to achieve targeted ROI, to provide superior operation and
to meet and exceed the expectations of the developer and
its homeowners. To achieve this level of performance,
the INTEGRATED.COM, INC. system will be backed by our
network operation and customer care organizations. These units
are mandated to manage day-to-day operations, including
activating customer accounts, handling questions about the
service, billing, and collection. Our customer care goal is to
ensure that every contact with our organization results in
greater customer interest and satisfaction.
The Offering.
Shares of the Company will be offered at $0.05 per
Share. See "Plan of Distribution." The minimum purchase
required of an investors is $300.00. If all the Shares
offered are sold, the net proceeds to the Company will
be $100,000. See "Use of Proceeds." This balance will
be used as working capital for the Company.
Liquidity of Investment.
Although the Shares will be "free trading," there is
minimal established market for the Shares and there may not
be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."
Risk Factors.
An investment in the company involves risks due in
part to no previous financial or operating history of
Company, as well as competition in the internet business.
Also, certain potential conflicts of interest arise due
to the relationship of the Company to management and
others. See "Risk Factors."
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY
SPECULATIVE IN NATURE AND INVOLVE A HIGH DEGREE OF
RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH
PROSPECTIVE INVESTOR SHOULD, PRIOR TO PURCHASE, CONSIDER
VERY CAREFULLY THE FOLLOWING RISK FACTORS AMONG OTHER
THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS.
Lack of Prior Operations and Experience.
The Company is relatively newly reorganized, has no
significant revenues yet from operations, and has no
assets. There can be no assurance that the Company will
generate revenues in the future; and there can be no
assurance that the Company will operate at a
profitable level. See "Business and Properties."
If the Company is unable to obtain customers
and generate sufficient revenues so that it can profitably
operate, the Company's business will not succeed. In
such event, investors in the Shares may lose their entire
cash investment.
Dependence on Internet Industry
The Company's business is influenced by the rate of
use and expansion in the internet industry. Declines in the
industry may influence the Company's revenues adversely.
Influence of Other External Factors.
The investment is a speculative venture necessarily
involving some substantial risk. There is no certainty that
the expenditures to be made by the Company will
result in commercially profitable business. The marketability of
the investment will be affected by numerous factors
beyond the control of the Company. These factors
include market fluctuations, the general state of the
economy (including the rate of inflation, and local
economic conditions), and the state of the industry, all
of which can affect peoples' discretionary spending, while
can in turn affect the demand for internet services.
Factors which leave less money in the hands of
potential clients of the Company will likely have an
adverse effect on the Company. The exact effect of these
factors cannot be accurately predicted, but the
combination of these factors may result in the Company
not receiving an adequate return on invested capital.
Regulatory Factors.
Existing and possible future consumer
legislation, regulations and actions could cause additional
expense, capital expenditures, restrictions and delays
in the activities undertaken in connection with the
Internet business, the extent of which cannot be predicted.
Competition.
The Company may experience substantial competition in
its efforts to locate and attract clients. Many competitors
in these areas have greater experience, resources,
and managerial capabilities than the Company and may be
in a better position than the Company to obtain access to
attractive clientele. There are a number of larger
companies in which may directly compete with the Company.
Such competition could have a material adverse effect on the
Company's profitability.
Success of Management.
Any potential investor is strongly cautioned that
the purchase of these securities should be evaluated on the
basis of: (i) the limited diversification of the
venture capital opportunities afforded to the Company, (ii) the high-risk
nature and limited liquidity of the Company, and (iii)
the Company's ability to utilize funds for the
successful development and distribution of revenues as
derived by the revenues received by the Company's yet
undeveloped portfolio of clients, and any new potentially
profitable ventures, among other things. The Company can
offer no assurance that any particular client and/or
property under its management contract will become
successful.
Reliance on Management.
The Company's success is dependent upon the hiring of
key administrative personnel. None of the officers or
directors, or any of the other key personnel, has any
employment or noncompetition agreement with the Company.
Therefore, there can be no assurance that these personnel
will remain employed by the Company. Should any of these
individuals cease to be affiliated with the Company for
any reason before qualified replacements could be found,
there could be material adverse effects on the Company's
business and prospects. In addition, management has no
experience in managing companies in the same business as
the Company.
In addition, all decisions with respect to the
management of the Company will be made exclusively by
the officers and directors of the Company. Investors
will only have rights associated with minority
ownership interest rights to make decision which effect
the Company. The success of the Company, to a large
extent, will depend on the quality of the directors and
officers of the Company. Accordingly, no person should
invest in the Shares unless he is willing to entrust all
aspects of the management of the Company to the officers and
directors.
Lack of Diversification.
The size of the Company makes it unlikely that the
Company will be able to commit its funds to the acquisition
of any major accounts until it has a proven track record,
and the Company may not be able to achieve the same
level of diversification as larger entities engaged in
this type of business.
No Cumulative Voting
Holders of the Common Stock are not entitled to
accumulate their votes for the election of directors or
otherwise. Accordingly, the holders of a majority of the
shares present at a meeting of shareholders will be able
to elect all of the directors of the Company, and the
minority shareholders will not be able to elect a
representative to the Company's board of directors.
Absence of Cash Dividends
The Board of Directors does not anticipate paying
cash dividends on the Shares for the foreseeable future and
intends to retain any future earnings to finance the growth
of the Company's business. Payment of dividends, if any,
will depend, among other factors, on earnings, capital
requirements, and the general operating and financial
condition of the Company, and will be subject to legal
limitations on the payment of dividends out of paid-in
capital.
Conflicts of Interest.
The officers and directors have other interests to
which they devote substantial time, either individually
or through partnerships and corporations in which they
have an interest, hold an office, or serve on boards of
directors, and each will continue to do so notwithstanding
the fact that management time may be necessary to the
business of the Company. As a result, certain conflicts
of interest may exist between the Company and its officers
and/or directors which may not be susceptible to
resolution.
In addition, conflicts of interest may arise in the
area of corporate opportunities which cannot be resolved
through arm's length negotiations. All of the potential
conflicts of interest will be resolved only through
exercise by the directors of such judgment as is
consistent with their fiduciary duties to the Company.
It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to
the Board of Directors to the Company, any proposed
investments for its evaluation.
Investment Valuation Determined by the Board of Directors.
The Company's Board of Directors is responsible for
valuation of the Company's investments. There are a wide
range of values which are reasonable for an investment for
the Company's services. Although the Board of Directors
can adopt several methods for an accurate evaluation,
ultimately the determination of fair value involves
subjective judgment not capable of substantiation by
auditing standards. Accordingly, in some instances it
may not be possible to substantiate by auditing standards
the value of the Company's investments. The Company's Board
of Directors will serve as the valuation committee,
responsible for valuing each of the Company's investments. In
connection with any future distributions which the Company
may make, the value of the securities received by
investors as determined by the Board may not be the
actual value that the investors would be able to obtain
even if they sought to sell such securities immediately
after a distribution. In addition, the value of the
distribution may decrease or increase significantly
subsequent to the distributee shareholders' receipt thereof,
notwithstanding the accuracy of the Board's evaluation.
Additional Financing May Be Required.
Even if all of the 2,000,000 Shares offered hereby are
sold, the funds available to the Company may not be adequate
for it to be competitive in the areas in which it intends to operate.
There is no assurance that additional funds will be
available from any source when needed by the Company for
expansion; and, if not available, the Company may not be
able to expand its operation as rapidly as it could if
such financing were available. The proceeds from this
Offering are expected to be sufficient for the Company to
become operational, and develop and market it line of
services. Additional financing could possibly come in the
form of debt/preferred stock. If additional shares were
issued to obtain financing, investors in this offering
would suffer a dilutive effect on their percentage of
stock ownership in the Company. However, the book value
of their shares would not be diluted, provided additional
shares are sold at a price greater than that paid by
investors in this offering. The Company does not
anticipate having within the next 12 months any cash
flow or liquidity problems
Purchases by Affiliates.
Certain officers, directors, principal shareholders
and affiliates may purchase, for investment purposes, a
portion of the Shares offered hereby, which could, upon
conversion, increase the percentage of the Shares owned by
such persons. The purchases by these control persons may
make it possible for the Offering to meet the escrow amount.
No Assurance Shares Will Be Sold.
The 2,000,000 Shares are to be offered directly by
the Company, and no individual, firm, or corporation has
agreed to purchase or take down any of the shares. No
assurance can be given that any or all of the Shares will
be sold.
Arbitrary Offering Price.
The Offering Price of the Shares bears no relation to
book value, assets, earnings, or any other objective
criteria of value. They have been arbitrarily determined
by the Company. There can be no assurance that, even if a
public trading market develops for the Company's
securities, the Shares will attain market values
commensurate with the Offering Price.
"Best Efforts" Offering
The Shares are offered by the Company on a "best
efforts" basis, and no individual, firm or corporation
has agreed to purchase or take down any of the offered
Shares. No assurance can be given that any or all of
the Shares will be sold. Provisions have been made to
deposit in escrow the funds received from the purchase of
Shares sold by the Company. In the event that $25,000 is
not received within one hundred twenty (120) days of the
effective date of this Prospectus, the offer will be
extended for another 120 days after which the
proceeds so collected will be refunded to investors
without deducting sales commissions or expenses. During
this escrow period, which may last up to two hundred
forty (240) days, subscribers will not have use of nor
derive benefits from their escrow funds.
Minimal Public Market for Company's Securities.
Prior to the Offering, there has been minimal public
market for the Shares being offered. There can be no
assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell
their securities at prices equal to or greater than the
respective initial public offering prices. The market
price of the Shares may be affected significantly by
factors such as announcements by the Company or its
competitors, variations in the Company's results of
operations, and market conditions in the retail,
electron commerce, and internet industries in general.
The market price may also be affected by movements in
prices of stock in general. As a result of these factors,
purchasers of the Shares offered hereby may not be able to
liquidate an investment in the Shares readily or at all.
Shares Eligible For Future Sale
All of the Shares which are held by management have
been issued in reliance on the private placement exemption
under the Securities Act of 1933, as amended ("Act"). Such
Shares will not be available for sale in the open
market without separate registration except in reliance
upon Rule 144 under the Act. In general, under Rule 144
a person (or persons whose shares are aggregated) who has
beneficially owned shares acquired in a nonpublic
transaction for at least on year, including persons who
may be deemed Affiliates of the Company (as that term is
defined under the Act) would be entitled to sell within
any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares
of common stock, or the average weekly reported trading
volume on all national securities exchanges and
through NASDAQ during the four calendar weeks preceding
such sale, provided that certain current public
information is then available. If a substantial number of
the Shares owned by management were sold pursuant to Rule
144 or a registered offering, the market price of the
Common Stock could be adversely affected.
Forward-Looking Statements.
This Prospectus contains "forward looking statements"
within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
Act of 1934, as amended, and as contemplated under
the Private Securities Litigation Reform Act of 1995,
including statements regarding, among other items, the
Company's business strategies, continued growth in the
Company's markets, projections, and anticipated trends in
the Company's business and the industry in which it
operates. The words "believe," "expect," "anticipate,"
"intends," "forecast," "project," and similar
expressions identify forward-looking statements. These
forward-looking statements are based largely on the
Company's expectations and are subject to a number of
risks and uncertainties, certain of which are beyond the
Company's control. The Company cautions that these
statements are further qualified by important factors that
could cause actual results to differ materially from those
in the forward looking statements, including those
factors described under "Risk Factors" and elsewhere
herein In light of these risks and uncertainties,
there can be no assurance that the forward-looking
information contained in this Prospectus will in fact
transpire or prove to be accurate. All subsequent written
and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly
qualified in their entirety by this section.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerised
systems use two digits rather than four to identify a
year. Date sensitive systems may recognize the year 2000 as 1900 or
some other date, resulting in errors when information using
the year 2000 date is processed. In addition, similar
problems may arise in some systems which use certain
dates in 1999 to represent something other than a date.
The effects of the Year 2000 issue may be experienced before, on,
or after January 1, 2000, and if not addressed, the impact on
operations and financial reporting may range from minor errors to
significant system failure which could affect the
Company's ability to conduct normal business operations.
This creates potential risk for all companies, even if
their own computer systems are Year 2000 compliant. It is
not possible to be certain that all aspects of the Year
2000 issue affecting the Company, including those related
to the efforts of customers, suppliers, or other third
parties, will be fully resolved.
The Company's Year 2000 plans are based on management's
best estimates. Based on currently available information,
management does not believe that the Year 2000 issues will
have a material adverse impact on the Company's financial
condition or results of operations; however, because of the
uncertainties in this area, no assurances can be given in
this regard.
USE OF PROCEEDS
Following the sale of the 2,000,000 Shares Offered by
the Company there will be a gross proceeds of $100,000.
These proceeds will be used to provide start-up and working
capital for the Company.
The following table sets forth the use of proceeds from
this offering (based on the minimum and maximum offering
amounts):
Use of Proceeds Minimum Offering Maximum Offering
Amount / Percent Amount / Percent
Transfer Agent Fee $ 250.00 1.0% $ 1,000.00 1.0%
Printing Costs $ 100.00 0.4% $ 500.00 0.5%
Legal Fees $10,000.00 40.0% $ 25,000.00 25.0%
Accounting Fees $ 1,000.00 4.0% $ 2,500.00 2.5%
Working Capital $21,150.00 54.6% $ 71,000.00 71.0%
Total $25,000.00 100% $100,000.00 100.0%
Management anticipates expending these funds for the
purposes indicated above. To the extent that expenditures
are less than projected, the resulting balances will be
retained and used for general working capital purposes or
allocated according to the discretion of the Board of
Directors. Conversely, to the extent that such expenditures
require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other
sources, including, but not limited to, general working
capital and/or external financing. The net proceeds of
this offering that are not expended immediately may be
deposited in interest or non-interest bearing accounts,
or invested in government obligations, certificates of
deposit, commercial paper, money market mutual funds, or
similar investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon the Company's
net worth, total asset value, or any other objective measure
of value based upon accounting measurements. The
offering price is determined by the Board of Directors
of the Company and was determined arbitrarily based upon
the amount of funds needed by the Company to start-up the
business, and the number of shares that the initial
shareholders were willing to allow to be sold.
DILUTION
"Net tangible book value" is the amount that results
from subtracting the total liabilities and intangible
assets of an entity from its total assets. "Dilution"
is the difference between the public offering price of
a security and its net tangible book value per Share
immediately after the Offering, giving effect to the
receipt of net proceeds in the Offering. As of August 31,
1999, the net tangible book value of the Company was $0.00
or $.00 per Share. Giving effect to the sale by the
Company of all offered Shares at the public offering price,
the pro forma net tangible book value of the Company
would be $100,000 or $0.02 per Share, which would
represent an immediate increase of $0.02 in net tangible book
value per Share and $0.03 per Share dilution per share to new investors.
Dilution of the book value of the Shares may result from
future share offerings by the Company.
The following table illustrates the pro forma per
Share dilution:
Assuming
Maximum Shares
Sold
Offering Price (1) .05
Net tangible book value per .00
share before Offering(2)
Increase Attributable to .02
purchase of stock by new
investors (3)
Net tangible book value per .02
Share after offering (4)
Dilution to new investors(5) .03
Percent Dilution to new 60%
investors (6,7)
(1) Offering price before deduction of offering
expenses, calculated on a "Common Share Equivalent"
basis.
(2) The net tangible book value per share before the
offering ($0.00) is determined by dividing the
number of Shares outstanding prior to this offering
into the net tangible book value of the Company.
(3) The net tangible book value after the offering is determined
by adding the net tangible book value before the
offering to the estimated proceeds to the Corporation
from the current offering (assuming all the Shares
are subscribed), and dividing by the number of common
shares outstanding.
(4) The net tangible book value per share after the
offering ($0.02) is determined by dividing the number
of Shares that will be outstanding, assuming sale of
all the Shares offered, after the offering into the
net tangible book value after the offering as
determined in note 3 above.
(5) The Increase Attributable to purchase of stock
by new investors is derived by taking the net
tangible book value per share after the offering
($0.02) and subtracting from it the net tangible book
value per share before the offering ($0.00) for an
increase of $0.02.
(6) The dilution to new investors is determined by subtracting
the net tangible book value per share after the
offering ($0.02) from the offering price of the
Shares in this offering ($0.05), giving a dilution
value of ($0.03).
(7) The Percent Dilution to new investors is
determined by dividing the Dilution to new investors
($0.03) by the offering price per Share ($.05) giving
a dilution to new investors of 60%.
PLAN OF DISTRIBUTION
The Company will sell a maximum of 2,000,000 Shares of its common
stock, par value $.001 per Share to the public on a "best efforts" basis.
The minimum purchase required of an investor is $300.00. There can be no
assurance that any of these Shares will be sold. The gross proceeds to
the Company will be $100,000 if all the Shares offered are sold. No
commissions or other fees will be paid, directly or indirectly, by the
Company, or any of its principals, to any person or firm in connection
with solicitation of sales of the; certain costs are to be paid in
connection with the offering (see "Use of Proceeds"). The public offering
price of the Shares will be modified, from time to time, by amendment to
this Prospectus, in accordance with changes in the market price of the
Company's common stock. These securities are offered by the Company
subject to prior sale and to approval of certain legal matters by counsel.
Opportunity to Make Inquiries.
The Company will make available to each Offeree, prior to any sale
of the Shares, the opportunity to ask questions and receive answers from
the Company concerning any aspect of the investment and to obtain any
additional information contained in this Memorandum, to the extent that
the Company possesses such information or can acquire it without
unreasonable effort or expense.
Execution of Documents.
Each person desiring to subscribe to the Shares must complete,
execute, acknowledge, and delivered to the Company a Subscription
Agreement, which will contain, among other provisions,
representations as to the investor's qualifications to purchase the
common stock and his ability to evaluate and bear the risk of an
investment in the Company. By executing the subscription agreement,
the subscriber is agreeing that if the Subscription Agreement it is excepted
by the Company, such a subscriber will be, a shareholder in the
Company and will be otherwise bound by the articles of incorporation
and the bylaws of the Company in the form attached to this
Prospectus.
Promptly upon receipt of subscription documents by the Company,
it will make a determination as to whether a prospective investor
will be accepted as a shareholder in the Company. The Company may reject
a subscriber's Subscription Agreement for any reason. Subscriptions
will be rejected for failure to conform to the requirements of this
Prospectus (such as failure to follow the proper subscription procedure),
insufficient documentation, over subscription to the Company, or
such other reasons other as the Company determines to be in the best
interest of the Company. If a subscription is rejected, in whole or in
part, the subscription funds, or portion thereof, will be promptly
returned to the prospective investor without interest by depositing
a check (payable to said investor) in the amount of said funds in
the United States mail, certified returned-receipt requested.
Subscriptions may not be revoked, cancelled, or terminated by the
subscriber, except as provided herein.
LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers,
and significant employees of the Company are set forth below. All these
persons have held their positions since August 20, 1999. There are no
other persons which can be classified as a promoter or controlling person
of the Company.
Robert Stewart, President and Director
Robert Stewart, age 42 is president of R. Stewart & Associates.
Mr. Stewart's firm sells and installs design software for Land Surveyors,
Civil Engineers and Contractors. Previously Mr. Stewart was a regional sales
manager for Spectra Precision Software, responsible for dealer management and
direct sales of Spectra products in the northeastern United States.
Mr. Stewart spent 9 years as a Land Surveyor in New Jersey before turning
to the business side of the industry. With an associates degree as a
computer technician he went on to become Vice President/Sales Manager of
Dynamic Office Systems Inc., a New Jersey firm implementing hardware and
software solutions to the Civil Engineering market place.
Robert J. Mele, DPM, Treasurer and Director
Dr. Robert Mele, age 40, is a surgically trained foot and ankle specialist
in private practice in Pennsylvania and New Jersey since 1989. Dr. Mele
received his surgical training at Osteopathic Medical Center of Philadelphia.
Dr. Mele handles patients from birth through geriatric. He is also
responsible for Hospital Patient Management, Training of Surgical
Residents as well as Adjunctive Professor Duties.
Joseph Meloni, Secretary and Director
Joseph Meloni, age 54, worked in as well as ran a family business for
40 years. An expert in his industry, Mr. Meloni, sold the family business 6
years ago, but still services a few of his large accounts. Since 1993,
Mr. Meloni has been a key member in the development and start-up of
Ingetrated.com, Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the date of this Prospectus,
the outstanding Shares of common stock of the Company owned of record or
beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than 5% of the Company's Common Stock,
and the name and share holdings of each officer and director and all
officers and directors as a group.
Title of Name of Amount and Nature Percent of
Class Beneficial of Beneficial Class
Owner (1) Owner (2)
Common Robert 1,000,000 Common 33.33%
Stock Stewart,
CEO,
President
And Director
Common Robert J. 1,000,000 Common 33.33%
Stock Mele,
CFO,
Treasurer and
Director
Common Joseph R. 1,000,000 Common 33.33%
Stock Meloni,
Vice
President,
Secretary and
Director
DESCRIPTION OF SECURITIES
General Description.
The securities being offered are shares of common stock. The
Articles of Incorporation authorize the issuance of 25,000,000 shares
of common stock, with a par value of $0.001. The holders of the Shares:
(a) have equal ratable rights to dividends from funds legally available
therefore, when, as, and if declared by the Board of Directors of the
Company; (b) are entitled to share ratably in all of the assets of the
Company available for distribution upon winding up of the affairs of the
Company; (c) do not have preemptive subscription or conversion rights
and there are no redemption or sinking fund applicable thereto; and
(d) are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights: (a) cumulative
or special voting rights; (b) preemptive rights to purchase in new issues
of Shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences. In
addition, the Shares are not convertible into anyother security. There
are no restrictions on dividends under any loan other financing
arrangements or otherwise. See a copy of the Articles of Incorporation,
and amendments thereto, and Bylaws of the Company, attached as
Exhibit 3.1 and Exhibit 3.2, respectively, to this Form SB-2. As of the
date of this Form SB-2, the Company has 3,000,000 shares of common stock
outstanding.
Non-Cumulative Voting.
The holders of Shares of Common Stock of the Company do not have
cumulative voting rights, which means that the holders of more than 50.0%
of such outstanding Shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose. In such event,
the holders of the remaining Shares will not be able to elect any of the
Company's directors.
Dividends.
The Company does not currently intend to pay cash dividends.
The Company's proposed dividend policy is to make distributions
of its revenues to its stockholders when the Company's Board of
Directors deems such distributions appropriate. Because the Company
does not intend to make cash distributions, potential shareholders
would need to sell their shares to realize a return on their investment.
There can be no assurances of the projected values of the shares,
nor can there be any guarantees of the success of the Company.
A distribution of revenues will be made only when, in the judgment
of the Company's Board of Directors, it is in the best interest of the
Company's stockholders to do so. The Board of Directors will review,
among other things, the investment quality and marketability of the
securities considered for distribution; the impact of a distribution
of the investee's securities on its customers, joint venture associates,
management contracts, other investors, financial institutions, and the
company's internal management, plus the tax consequences and the market
effects of an initial or broader distribution of such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
Upon the completion of this Offering, the Company's authorized
but unissued capital stock will consist of 20,000,000 shares (assuming the
entire offering is sold) of common stock. One effect of the existence of
authorized but unissued capital stock may be to enable the Board of
Directors to render more difficult or to discourage an attempt to obtain
control of the Company by means of a merger, tender offer, proxy
contest, or otherwise, and thereby to protect the continuity of the Company's
management. If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a takeover proposal
was not in the Company's best interests, such shares could be issued by
the Board of Directors without stockholder approval in one or more
private placements or other transactions that might prevent, or render
more difficult or costly, completion of the takeover transaction by
diluting the voting or other rights of the proposed acquiror or insurgent
stockholder or stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the position
of the incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
Transfer Agent.
The Company intends to engage the services of Pacific Stock Transfer,
Las Vegas, Nevada to act as transfer agent and registrar.
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or employee of
the small business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of the Company will have personal liability to the
Company or any of its stockholders for monetary damages for breach of
fiduciary duty as a director involving any act or omission of any
such director since provisions have been made in the Articles of
Incorporation limiting such liability. The foregoing provisions shall
not eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable Sections
of the Nevada Revised Statutes, (iv) the payment of dividends in violation
of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction
from which the director derived an improper personal benefit.
The By-laws provide for indemnification of the directors, officers,
and employees of the Company in most cases for any liability suffered by
them or arising out of their activities as directors, officers, and
employees of the Company if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties; provided that in
the event of a settlement the indemnification will apply only when the Board
of Directors approves such settlement and reimbursement as being for the
best interests of the Corporation. The Bylaws, therefore, limit the
liability of directors to the maximum extent permitted by Nevada law.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means they are required to exercise good
faith and fairness in all dealings affecting the Company.
In the event that a shareholder believes the officers and/or directors
have violated their fiduciary duties to the Company, the shareholder may,
subject to applicable rules of civil procedure, be able to bring a
class action or derivative suit to enforce the shareholder's rights,
including rights under certain federal and state securities laws and
regulations to recover damages from and require an accounting by
management. Shareholders who have suffered losses in connection with
the purchase or sale of their interest in the Company in connection with
such sale or purchase, including the misapplication by any such officer or
director of the proceeds from the sale of these securities, may
be able to recover such losses from the Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are the officers
and directors as disclosed elsewhere in this Form SB-2. None of the
promoters have received anything of value from the registrant.
DESCRIPTION OF BUSINESS
INTEGRATED.COM, INC. proposes to exploit business opportunities created by
the deregulation of the broadcast and telecommunications industries in
conjunction with developers of master plan communities and their residents.
INTEGRATED.COM, INC. will install a complete turnkey system, integrating
telephony, broadcast video, Internet and intranet access, security features,
and customized residential service offerings.
The INTEGRATED.COM, INC. solution is a platform comprised of computer
hardware, software, phone switch, and related technologies. The
flexible nature of the INTEGRATED.COM, INC. system allows a variety
of service providers.
The INTEGRATED.COM, INC. system offers the developer the following benefits:
(a) INTEGRATED.COM, INC. system will provide a source of incremental
revenue increasing cash flow and equity without a capital investment.
(b) The principal benefit to the developer is homeowner satisfaction.
Homeowners benefit from the INTEGRATED.COM, INC. system as they can choose
from a wider variety of programming and services than is currently available.
INTEGRATED.COM, INC. is prepared to offer homeowners its own exciting
range of products-cable, telephone, radio, Internet access,
video-on-demand, video games, shared software, data services, electronic
commerce-at a lower cost than current providers. The new services
provided by INTEGRATED.COM, INC. are accessed via a customized television
interface and a "smart" telephone making them easy to understand and use.
A further convenience is on-screen bill payment for INTEGRATED.COM, INC.
services.
(c) The key benefit to the INTEGRATED.COM, INC. system is the
creation of a safe and smart community. Offering competitive
services to the homeowner, which is lifestyle enhancing and
safety minded, is the primary mandate of INTEGRATED.COM, INC.
The developer has discretion in the selection of products
offered to homeowners, the pricing of these products, and the
customer care program. The developer may also choose to brand
the product offering. INTEGRATED.COM, INC. will continue to
offer new and innovative products so as to maintain its "more
for less" proposition.
The success of our partnership with the developer is backed up
by the commitment of our senior management team in conjunction
with a solid management plan. Our management goats are to
achieve targeted ROI, to provide superior operation and to
meet and exceed the expectations of the developer and its
homeowners. To achieve this level of performance, the
INTEGRATED.COM, INC. system is backed by our network operation
and customer care organizations. These units are mandated to
manage day-to-day operations, including activating customer
accounts, handling questions about the service, billing, and
collection. Our customer care goal is to ensure that every
contact with our organization results in greater customer
interest and satisfaction.
DESCRIPTION OF OFFERED SERVICES
To The Developer INTEGRATED.COM, INC. will provide the developer
with the following:
The installation of the INTEGRATED.COM, INC. system, and
Management Services for the INTEGRATED.COM, INC. system.
INTEGRATED.COM, INC. is responsible for the maintenance and
management of the INTEGRATED.COM, INC. system, including
negotiations with all content providers and the provision and
administration of a default service offering to the
homeowners.
To The Homeowner
INTEGRATED.COM, INC. service offering to the homeowner is
designed to have a positive impact on the developer's
relationship with the homeowner. The primary goal of the
offering is to provide a safe and smart, integrated service to
the homeowner at a lower cost. The secondary goal is to
generate incremental revenue for the developer.
This document is the exclusive property of INTEGRATED.COM, INC.
Duplication or reprinting of this document must be authorized by
INTEGRATED.COM, INC. in writing. All information contained
within this document is considered privileged and confidential.
INTEGRATED.COM, INC. makes the following services available
to the homeowner: The services include:
Television & Video
Telephony
Community Bulletin Board Data Communications
Smart Home Features
Security system and monitoring
Television & Video
The service offering exceeds the aggregate programming available from
the incumbent cable company. The point-to-point nature of INTEGRATED.COM,
INC.'s technology gives the homeowner complete control over selection.
Customers can choose pre-packaged service tiers, create their own
service package. or select on an "a la carte" basis from all available
programming.
Free Reception of Local TV Signals and More
Whether a homeowner decides to subscribe to any of the
INTEGRATED.COM, INC. video services or not, each dwelling will automatically
receive a selection of local, off-air television signals, combined with the
building's own information channel and the INTEGRATED.COM, INC. promotional
channel.
All homeowners will be issued the required in home equipment ensuring
a penetration level of 100%. This is a significant value. The users
viewing patterns are registered which creates an invaluable database for
broadcasters, advertising agencies, and other interested parties (e.g.,
AC Neilson, Gallop Polls, etc.)
Customize Package for Satellite Television
The INTEGRATED.COM, INC. system permits homeowners to subscribe to a
variety of programming selections at a price which is competitive with
the local cable television system, but which offers, them far greater
flexibility in their selection of programming. Subject only to
compliance with federal regulations, subscribers are able to select
services or channels they desire and only pay for what they have
selected on a pro-rated basis.
Pay Television Services
The INTEGRATED.COM, INC. system includes the option of subscribing to
multiple pay television services by following on-screen instructions. The
process is simple, requiring no contact with pay television sales
representatives, no need to pick up a decoder and no need to stay home
waiting for a technician to make an installation.
Video-On-Demand
The INTEGRATED.COM, INC. system is a virtual "video store"
offering homeowners video releases updated on a monthly basis,
thus providing access to popular movies and other video-on-
demand programs that are housed on the video switch. The system
also enables the viewer to pause the movies at their discretion.
Copyright protection embedded into the operation of the system
permits INTEGRATED.COM, INC. to negotiate the best possible
release dates for blockbuster movies and other popular video
programs.
On-Screen Services Modification
INTEGRATED.COM, INC. viewers can modify the level of service they
wish to enjoy at any time.
Access to Account Information
INTEGRATED.COM, INC.'s customers are able to review the status
of their accounts on their television screens at any time they
desire in a completely secure environment. Appropriate
security measures are inherent to the system ensuring
information is transmitted to authorized individuals only.
Telephony
Local: INTEGRATED.COM, INC. provides homeowners with local
dial tone at a lower cost. Homeowners can choose any or all
telephony features now available in the modern workplace, such
as call waiting, caller ID, voice mail, call forwarding, and
three-way conferencing. e Long Distance: INTEGRATED.COM, INC.
provides interconnection to the homeowner's preferred long
distance carrier or gives them the option of competitive
low-cost long-distance service through INTEGRATED.COM, INC.'s
long distance carrier.
The customer has complete flexibility in selecting what
features best suit them. The cost of service is based on the
features selected by the homeowner or can be bought as a
complete package.
"Home Office" Features
The combination of all INTEGRATED.COM, INC. features,
including the option of one-way video conferencing, will
facilitate the growing phenomena of "telecommuting" and other
"work-at-home" scenarios.
Community Bulletin Board and Personalized E-mail Address
The community bulletin board feature enables the
developer/manager to communicate through a dedicated channel
with their respective homeowners and also allows homeowners to
post messages of interest to the community. These services are
made available at no cost to homeowners or developers.
Homeowners can also, through an additional channel, receive
personalized messages either from INTEGRATED.COM, INC..
family, or friends via their own E-mail address.
Computer Services
9 High speed access to a wide area network (WAN), including
on-line services such as Internet, world-wide e-mail, MSN,
AOL, and CompuServe, electronic commerce applications
including shopping and electronic banking services.
9 High speed access to a local area network (LAN) which offers
an internal e-mail system for the development (accessible
through computer, TV, or smart phone) and a wide variety of
software products including consumer and business software
applications (word processing, spreadsheet, database,
reference toots) and interactive games.
"Smart Home" & Other Service Options
The flexible nature of the INTEGRATED.COM, INC. platform makes a
variety of additional services available at the discretion
of the homeowners and/or the developer:
"Smart Home" features. giving homeowners a full selection of
environmental control;
"Safe Home" security features, enabling homeowners to view all
common areas of the development from the television,
electronic door locks, smoke-heat-gas motion detection and panic
buttons; and
"Home Health" features, including health-related monitoring
systems of special interest to .seniors" communities and
residences.
Fundamental Benefits: Homeowners
In addition to the over-riding benefit of "more for less," the service
offering provides:
control, choice, convenience, and value-added benefits;
Selection and control through a single interface;
Access to services unavailable anywhere in the marketplace;
A "virtual V-chip" that gives the customer lockout control on
all services. Homeowners can lockout inappropriate television
programming, on-line services. web sites, and lockout outbound
long distance calls with a personal identification number
(PIN);
Convenient access to the WAN or LAN network services through
their PC; *Account updates on demand;
Convenient payment method and process for all services
received;
Individual signal adjustment for each television set, optimizing
picture quality, decreasing wear on the components, and
increasing life expectancy of the television.
Fundamental Benefits: Developer
The developers derive direct benefit from the service offering
and from the INTEGRATED.COM, INC. infrastructure. These
benefits include:
An Incremental revenue stream paid as a right-to-access fee,
increasing cash flow and equity without capital investment;
A platform that supports electronic commerce creating an
additional, transaction-based revenue stream;
A customer service offering which provides a distinct
advantage in the competition for homeowners;
increased real value of the property through the
installation of state-of-the-art networking and infrastructure
without capital investment;
A flexible platform, upgraded easily to accommodate new
features as the market demands;
An internal communication and marketing channel to all
homeowners;
Enhanced security systems that lower operating (insurance)
costs by reducing liability; and
Database for mining that creates a third revenue stream.
The Core Technology
The core technology makes the following fundamental system attributes
possible:
Utilization of existing infrastructure;
Full "addressability" and Interactively;
Foundation engineering that is easily evolved to facilitate
the future's demands;
Low cost services; and the elimination of bandwidth as a
barrier to enhanced service offerings.
QUALITY CONTROL
INTEGRATED.COM, INC. understands the importance of a strong
homeowner-developer relationship and sees both the developer
and the homeowner as its valued customers. INTEGRATED.COM,
INC. will vigorously compete to earn the respect of the
developer and the homeowner and commits itself to providing a
level of service that exceeds anything offered by incumbent
providers.
INTEGRATED.COM, INC. does this in two ways:
Through end-to-end System Care and
Through end-to-end Customer Care.
System Care
The system is self-diagnostic. In the event that there is a
problem within the system. it self-diagnoses and seamlessly
moves to a back-up mode (redundant system) while alerting the
Network Operations Center (NOC), a 24 hour/7 day monitoring
and maintenance operation. The NOC immediately goes on-line
with the system and can remedy virtually all software related
issues online. In the event that the problem requires
maintenance at the site, a service technician is immediately
dispatched. The technician arrives "fully spared," meaning
they carry every component in the system with them. The
technician will arrive within two hours and the repairs will
be completed in less than four hours. In virtually all cases,
the repair will happen without the homeowner being aware of
any problem. In addition to redundancy and self diagnosis, the
system emits a heartbeat every hour on the hour. Failure to
receive a "heartbeat" initiates immediate action as described
above.
In the event of catastrophic failure, the TV service defaults
to the favorite off-air channels, which are mapped to the
bottom of the spectrum (channels 2-13). In the event of a
complete power failure, battery supported televisions will
receive off-air signals. Four hours of battery backup is
provided to support the telephone system. To prolong battery
life, certain system features are automatically shut down but
primary functionality remains.
This document is the exclusive property of INTEGRATED.COM, INC.
Duplication or reprinting of this document must be authorized
by INTEGRATED.COM, INC. in writing. All information contained
within this document is considered privileged and confidential.
Customer Care
The Customer Care program is equally comprehensive. The
homeowner has 1-800 access to a state-of-the art Customer Care
Center 24 hours a day/7 days a week. A fully trained service
representative answers the call promptly and has the
homeowner's full account in front of them on screen by the
time the call is answered. The service representative is able
to greet the caller by name, access any information about the
service being provided to the homeowner and deal with any
issue presented. Should the caller want to add a service, it
is done immediately. Should there be a service problem, the
service representative can immediately connect the homeowner
with a technician at the Network Operations Center.
INTEGRATED.COM, INC. is committed to a service level Of 99.7%.
MARKETING
The INTEGRATED.COM, INC. marketing plan focuses on strategies
that directly address the needs of the developer and the
homeowner.
The goals of the marketing plan are as follows:
The developer: increase homeowner satisfaction and increase
revenue;
Homeowners: provide unequalled services and customer care
for less, maximize penetration, retention and usage, and value-
add to the homeowner-developer relationship.
Developer
To best serve the needs of the developer, INTEGRATED.COM, INC.
does the following:
Provides the developer with a flexible turnkey service;
Enhances the service offering by tailoring it to the
specific demographic/psychographic profile of the targeted
community (development)
Monitors and adjusts the service offering to ensure the
highest homeowner satisfaction level;
Actively pursues R & D activity to maintain competitive
advantage; and
Provides the developer with incremental revenue, the option
of greater participation through
a joint venture relationship and a further option of an
equity position in the overall opportunity.
As part of the marketing strategy targeting the homeowner,
INTEGRATED.COM, INC. works directly with the developer. There are
a number of benefits to enrolling the development manager in the
program:
The developer becomes a key member of a team representing the best
interests of the development and the homeowner; and The developer
has direct input into the service offering, and by extension. the
satisfaction level of the homeowner.
To support the developer, INTEGRATED.COM, INC. provides the
following:
Comprehensive sales training;
Full exposure and access to support operations, including the
National Operations Center (NOC) and the Customer Care Center;
The cooperative development of the service offering and
promotions program with the developer including pre-launch
homeowner notifications, surveys, and advertising;
Out-bound call center sales program coordinated with
in-house distribution of POS materials and INTEGRATED.COM, INC.
pamphlets/sales brochures; and
The deployment and staffing of a INTEGRATED.COM, INC. kiosk
demonstrating the service offering
Homeowner
The marketing strategy targeting homeowners has three
phases:
1) the pre-launch,
2) the launch, and
3) post launch.
INTEGRATED.COM, INC.'s arrival is positioned as a strategic
decision on the part of developer to provide their homeowners
with the most cost-effective, efficient, reliable and
comprehensive offering of services available. The pre-launch
strategy includes both a communications program and a sales
and service program:
Communications: This is a broad based initiative including a
Homeowner Survey, Letter of introduction, Work Notices, and
launch updates; and Sales & Service: the Sales &Service program
is multi-faceted, involving the developer and their team,
Customer Care Center activity and collateral materials.
Sample Launch
A sample launch program includes:
INTEGRATED.COM, INC. homeowners kit, a comprehensive services
brochure and service coupons (long-distance dollars), supplier-
generated promotional materials;
Promotions: Two-for-One Offer (first month free, second
month pay, third month no obligation);a Demonstrations;
Subscriber roll out and registration;
INTEGRATED.COM, INC. in-home equipment distribution
In-Bound/Out-bound Call Center Sales & Service Program.
Customer Retention
Customer retention and usage enhancement are supported by
the following strategies:
Service reliability:
Out-bound Customer Care Center activity to ensure
satisfaction Barker channel;
Internal E-mail marketing program;
Electronic bulletin board advertising;
Community center bulletin board: new services announcements;
Promotional programs: INTEGRATED.COM, INC. and supplier generated.
IMPLEMENTATION
INTEGRATED.COM, INC. will manage all aspects of the
installation, including site survey, wiring, INTEGRATED.COM,
INC. system installation, testing and activation.
Implementation Plan
The Implementation plan is as follows:
The developer will sign a letter of intent (LOI) indicating
their interest in proceeding at which point the parties will begin
the process of organizing the business;
Upon receipt of the LOI INTEGRATED.COM, INC. will proceed
with the site survey and Engineer's Site
Report. The Engineer's Site Report is delivered to the
developer for approval.
All installation, implementation and on going service will be
provided by a national service company with extensive consumer experience.
DESCRIPTION OF PROPERTY
The Company does not currently own any property
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or proposed
transactions to which the registrant was or is to be a party, in
which any of the named persons set forth in Item 404 of
Regulation SB had or is to have a direct or indirect material
interest.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Shares have not previously been traded on any securities
exchange. At the present time, there are no assets available for
the payment of dividends on the Shares.
EXECUTIVE COMPENSATION
(a) No officer or director of the Company is receiving any
remuneration at this time.
(b) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
corporation in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.
(c) No remuneration is proposed to be in the future
directly or indirectly by the corporation to any officer or
director under any plan which is presently existing.
FINANCIAL STATEMENTS
The Financial Statements required by Item 310 of Regulation S-B and
are attached as Exhibit 17.1 to this Form SB-2.
CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTINGAND
FINANCIAL DISCLOSURE
Since the inception of the Company on June 30, 1999, the
principal independent accountant for the Company has neither
resigned (or declined to stand for reelection) nor been
dismissed. The independent accountant for the Company is Kurt D.
Saliger, C.P.A.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus under the
heading "Disclosure of Commission Position on Indemnification for
Securities Act Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus
under the heading "Use of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
None. The Officers and Directors received stock under rule
144 as disclosed in this SB-2.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or
sells securities, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or
events which, individually or together, represent
a fundamental change in the information in the
registration statement; and Notwithstanding the
forgoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation From the low or high
end of the estimated maximum offering range may be
reflected in the form of prospects filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities
Act, treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
(4) Provide to the underwriter at the closing specified in
the underwriting agreement certificates in such
denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and
authorized this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Las Vegas,
State of Nevada, on October 21, 1999.
INTEGRATED.COM, INC.
By: /s/ Robert Stewart
Robert Stewart, CEO, President and
Director
Special Power of Attorney
The undersigned constitute and appoint Robert Stewart their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:
Signature Title Date
/s/ Robert Stewart President and Director October 21, 1999
Robert Stewart
/s/ Robert J. Mele Treasurer and Director October 21, 1999
Robert J. Mele
/s/ Joseph R. Meloni Secretary and Director October 22, 1999
Joseph R. Meloni
<PAGE>
EXHIBIT INDEX
Exhibit Description Method of
Number Filing
3.1 Articles of Incorporation filed with the Nevada See Below
Secretary of State on June 30, 1999
3.2 Bylaws of Integrated.com, Inc. See Below
5.1 Opinion Re: Legality See Below
13.1 Audited Financials Statements prepared by Davis See Below
& Ellsworth, CPAs dated August 31, 1999
23.1 Consent of Counsel See Below
23.2 Consent of Accountant See Below
24.1 Special Power of Attorney See Signature Page
27.1 Financial Data Schedule See Below
Articles Of Incorporation
Of
INTEGRATED.COM, INC.
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of
forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090
inclusive as amended and state and certify that the articles of
incorporation are as follows:
First: Name
The name of the corporation is INTEGRATED.COM, INC., (The
"Corporation").
Second: Registered Office and Agent
The address of the registered office of the corporation in the
State Of Nevada is 3360 W. Sahara Ave. Suite 200, in the city of
Las Vegas, County of Nevada 89102. The name and address of the
corporation's registered agent in the State of Nevada is Shawn F.
Hackman, Esq. at said address, until such time as another agent
is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful
act or activity for which corporations may now or hereafter be
organized under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the purposes
and object for which this corporation is organized;
(b) The Corporation shall have power to have succession by its
corporate name in perpetuity, or until dissolved and its affairs
wound up according to law;
(c) The Corporation shall have power to sue and be sued in any
court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and
convey real and personal estate and to mortgage or lease any such
real and personal estate with its franchises. The power to hold
real and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other
state, territory or country;
(f) The corporation shall have power to appoint such officers
and agents as the affairs of the Corporation shall requite and
allow them suitable compensation;
(g) The Corporation shall have power to make bylaws not
inconsistent with the constitution or laws of the United States,
or of the State of Nevada, for the management, regulation and
government of its affairs and property, the transfer of its
stock, the transaction of its business and the calling and
holding of meetings of stockholders;
(h) The Corporation shall have the power to wind up and dissolve
itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp and if one
is used, to alter the same. The use of a seal or stamp by the
corporation on any corporate documents is not necessary. The
Corporation may use a seal or stamp, if it desires, but such use
or non-use shall not in any way affect the legality of the
document;
(j) The Corporation Shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights, privileges
or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of
exchange, debentures and other obligations and evidence of
indebtedness, payable at a specified time or times, or payable
upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money
borrowed, or in payment for property purchased, or acquired, or
for another lawful object;
(k) The Corporation shall have the power to guarantee, purchase,
hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of the shares of the capital stock of, or any bonds,
securities or evidence in indebtedness created by any other
corporation or corporations in the State of Nevada, or any other
state or government and, while the owner of such stock, bonds,
securities or evidence of indebtedness, to exercise all the
rights, powers and privileges of ownership, including the right
to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell
and transfer shares of its own capital stock and use therefor its
capital, capital surplus, surplus or other property or fund;
(m) The Corporation shall have to conduct business, have one or
more offices and hold, purchase, mortgage and convey real and
personal property in the State of Nevada and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia and in any foreign
country;
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of the
objects enumerated in its articles of incorporation, or any
amendments thereof, or necessary or incidental to the protection
and benefit of the Corporation and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
purposes of the Corporation, whether or not such business is
similar in nature to the purposes set forth in the articles of
incorporation of the Corporation, or any amendment thereof;
(o) The Corporation shall have the power to make donations for
the public welfare or for charitable, scientific or educational
purposes;
(p) The Corporation shall have the power to enter partnerships,
general or limited, or joint ventures, in connection with any
lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have authority
to issue is Twenty Five Million (25,000,000) shares of Common
Stock, par value of $0.001 per share (The "Common Stock") and no
Preferred Stock.
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which stockholders
are entitled to give consent, the holders of the outstanding
shares of the Common Stock shall be entitled to cast thereon one
(1) vote in person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled to
receive such cash dividends as may be declared thereon by the
Board of Directors from time to time out of assets of funds of
the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be provided in these
Articles of Incorporation, each share of the Common Stock shall
have identical powers, preferences and rights, including rights
in liquidation;
3. Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions pertaining to the
Preferred Stock, or any series thereof, shall be such as may be
fixed, from time to time, by the Board of Directors in its sole
discretion, authority to do so being hereby expressly vested in
such board.
4. Issuance of the Common Stock and the Preferred Stock. The
Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the
Common Stock and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to
such persons, corporations, or entities, for such consideration
and in the case of the Preferred Stock, in one or more series,
all as the Board of Directors in its discretion may determine and
without any vote or other action by the stockholders, except as
otherwise required by law. The Board of Directors, from time to
time, also may authorize, by resolution, options, warrants and
other rights convertible into Common or Preferred stock
(collectively "securities.") The securities must be issued for
such consideration, including cash, property, or services, as the
Board or Directors may deem appropriate, subject to the
requirement that the value of such consideration be no less than
the par value if the shares issued. Any shares issued for which
the consideration so fixed has been paid or delivered shall be
fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is
not less that the par value of the shares so issued. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by
applicable law, there shall be no cumulative voting on any matter
brought to a vote of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers
conferred by statute and subject to Article Sixth hereof, the
Board of Directors is expressly authorized to adopt, repeal,
rescind, alter or amend in any respect the Bylaws of the
Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be
adopted, repealed, rescinded, altered or amended in any respect
by the stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than fifty-one
percent (51%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a single
voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed
by and under the direction of the Board of Directors. Except as
may otherwise be provided pursuant to Section 4 or Article Forth
hereof in connection with rights to elect additional directors
under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, the exact
number of directors of the Corporation shall be determined from
time to time by a bylaw or amendment thereto, providing that the
number of directors shall not be reduced to less that two (2).
The directors holding office at the time of the filing of these
Articles of Incorporation shall continue as directors until the
next annual meeting and/or until their successors are duly
chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each
director shall serve for a term ending on the date of the third
Annual Meeting of Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which such director was
elected. All directors, shall have equal standing.
Not withstanding the foregoing provisions of this Article
Eighth each director shall serve until his successor is elected
and qualified or until his death, resignation or removal; no
decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors, elected
pursuant to Section 4 or Article Forth hereof in connection with
rights to elect such additional directors under specified
circumstances, which may be granted to the holders of any class
or series of Preferred Stock, shall not be included in any
class, but shall serve for such term or terms and pursuant to
such other provisions as are specified in the resolution of the
Board or Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of
Article Forth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
newly created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors
resulting from death, resignation, removal, or other causes,
shall be filled solely by the quorum of the Board of Directors.
Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of directors
in which the new directorship was created or the vacancy occurred
and until such director's successor shall have been elected and
qualified or until such director's death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or
Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
any director may be removed from office only for cause and only
by the affirmative vote of the holders of not less than fifty-one
percent (51%) of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the election of
such director, provided, however, that where such removal is
approved by a majority of the Directors, the affirmative vote of
a majority of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the election of
such director shall be required for approval of such removal.
Failure of an incumbent director to be nominated to serve an
additional term of office shall not be deemed a removal from
office requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the
stockholders of the Corporation must be effective at a duly
called Annual Meeting or at a special meeting of stockholders of
the Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by a majority
of the Board of Directors or by the Chairman of the Board or the
President. Special meeting may not be called by any other person
or persons. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held
within or without the State of Nevada, as the Bylaws may provide.
The books of the Corporation may be kelp (subject to any
provision of the Nevada Revised Statutes) outside the State of
Nevada at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever
and the stockholders shall not be personally liable for the
payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in
these Articles of Incorporation in the manner now or hereafter
prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal
liability to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director or
officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of first Directors and
Incorporators.
The name and address of the incorporators of the Corporation
and the first Directors of the Board of Directors of the
Corporation which shall be one (1) in number is as follows:
DIRECTOR #1
Shawn F. Hackman, Esq.
3360 W. Sahara Ave. Suite 200
Las Vegas, NV 89102
I, Shawn F. Hackman, , being the first director and
Incorporator herein before named, for the purpose of forming a
corporation pursuant to the Nevada Revised Statutes of the State
of Nevada, do make these Articles, hereby declaring and
certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this
30th day of June 1999.
By:/s/Shawn F. Hackman
Shawn F. Hackman, Esq.
Verification
State Of Nevada )
)ss.
County Of Clark )
On this 30th day of June 1999, before me, the undersigned, a
Notary Public in and for said State, personally appeared Shawn F.
Hackman, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who subscribed his name
to the Articles of Incorporation and acknowledged to me that he
executed the same freely and voluntarily and for the use and
purposes therein mentioned.
By: _______________________________
Notary Public in and for said
County and State
ACCEPTANCE OF RESIDENT AGENT
The undersigned, Shawn F. Hackman, Esq., 3360 West Sahara
Avenue, Suite 200, Las Vegas, Nevada 89102, hereby accepts
appointment as the resident agent for INTEGRATED.COM, INC.,
effective this date.
Dated on the 30th day of June, 1999.
By:/s/Shawn F. Hackman
Shawn F. Hackman, Esq.
BYLAWS
OF
INTEGRATED.COM, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark, the
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors my
designate or as the business of the Corporation may require
from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 15th day in the month of
December in each year, beginning with the transaction of
such other business as my come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday in
the Sate of Nevada, such meeting shall be held on the next
be held on the day designated herein for any annual meeting
of the shareholders or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as
conveniently may be.
SECTION 2. Special Meetings. Special meeting of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent
(10%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
my designate any place, either within our without the State
of Nevada, unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place,
either within our without the State of Nevada, unless
otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the
place of meeting shall be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail, addressed to the
shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least fifteen (15) days immediately preceding
such meeting. In lieu of closing the stock transfer books,
the board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such
date in any case to be not more than thirty (30) days and,
in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
corporation shall make a complete list of shareholders
entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
lists shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders,
writing by the shareholder or by his or duly authorized
attorney-in-fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the
meeting. A meeting of the Board of Directors my be had by
means of telephone conference or similar communications
equipment by which all persons participating in the meeting
can hear each other, and participation in a meeting under
such circumstances shall constitute presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or
conservator my be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of
a receiver may be voted by such receiver without the
transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs
of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one (
1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have
been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United Sates mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any
directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of the Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 8.
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in
the number of directors may be filled by election by the
Board of Directors for a term of office continuing only
until the next election of directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board
of Directors, each director may be paid his expenses, if
any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as a director or
a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any
director from serving the Corporation in any other capacity
and receiving compensation thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation
shall be a President, one or more vice Presidents, a
Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the board of Directors
shall be elected annually by the board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until
his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its
judgement, the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of
itself create contract rights, and such appointment shall be
terminable at will.
SECTION 4. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 5. President. The president shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman shall preside. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for
shares of the Corporation, any deed, mortgages, bonds,
contract, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by there Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 6. Vice President. In the absence of the
president or in the event of his death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned to him by the President or by
the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep
the minutes of the Board of Directors in one or more minute
books provided for the purpose; (b) see that all notices
are duly given in accordance with the provisions of the
Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder
which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for
share of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the
Corporation, and (g) in general perform all duties incident
to the office of the Secretary and such other duties as from
time to time may be assigned to him by the President or by
the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give
receipts for moneys due and payable to the Corporation in
such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VI
of these Bylaw; and (c) in general perform all of the duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or
by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sureties
as the Board of Directors shall determine.
SECTION 9. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the
Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
(a) Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against
all expenses and liabilities, including counsel fees,
reasonable incurred by or imposed upon him in connection
with any proceeding to which he may become involved, by
reason of his being or having been a director, officer,
employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer,
employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof,
whether or not he is a director, officer, employee or agent
at the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the
performance of his duties; provided that in the event of a
settlement the indemnification herein shall apply only when
the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation.
(b) The Corporation shall provide to any person who is
or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the
Corporation as director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of suit,
litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of the Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any office or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors so to do, and sealed with the
corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
cancelled, expect that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefore upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or
by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, Provided, however, that
upon any action undertaken by the shareholder to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said
agreements is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the
1st day of January and end on the 31st day of December of
each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and condition
provided by law and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words, Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provision of the Articles of
Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 30th day of
June, 1999.
By:/s/Joseph R. Meloni
Joseph R. Meloni, Secretary
Law Office of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
October 21, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Integrated.com, Inc.;
Form SB-2
Dear Sir/Madame:
We have acted as counsel to Integrated.com, Inc., a
Nevada corporation ("Company"), in connection with its
Registration Statement on Form SB-2 relating to the
registration of 2,000,000 shares of its common stock
("Shares"), $0.001 par value per Share, at a maximum
offering price of $0.05 per Share.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion,
including, but not limited to, the Articles of Incorporation
and Bylaws of the Company.
Based upon the foregoing, it is our opinion that the
Company is duly organized and validly existing as a
corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
Integrated.Com, Inc.
FINANCIAL STATEMENTS
August 31, 1999
<PAGE>
Integrated.Com, Inc.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
<PAGE>
Davis & Ellsworth, LLP
Certified Public Accountants
Board of Directors
Integrated.Com, Inc.
Voorhees, New Jersey
We have audited the accompanying balance sheet of Integrated.Com, Inc. (a
development stage company), as of August 31, 1999, and the
related statements of operations, stockholders' equity and cash
flows from June 23, 1999 (date of inception) to August 31, 1999.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Integrated.Com, Inc. (a development stage company) at August 31,
1999 and the results of its operations and its cash flows from
June 23, 1999 (date of inception) to August 31, 1999 in
conformity with generally accepted accounting principles.
By:/s/Davis & Ellsworth, LLP
Davis & Ellsworth, LLP
September 23, 1999
<PAGE>
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEET
August 31, 1999
ASSETS
CURRENT ASSETS
Cash $ 0
TOTAL CURRENT ASSETS 0
$ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
authorized 25,000,000 shares; no shares
issued and outstanding at August 31, 1999 $ 0
Retained Earnings During Development Stage 0
TOTAL STOCKHOLDERS' EQUITY 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0
See accompanying notes to financial statements.
<PAGE>2
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF OPERATIONS
June 23, 1999 (Inception) to August 31, 1999
INCOME
Revenue $ 0
TOTAL INCOME 0
EXPENSES
General and Administrative 0
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES 0
Provision for Income Taxes 0
NET INCOME (LOSS) $ 0
NET INCOME (L0SS)
PER SHARE - BASIC AND DILUTED $ 0.00
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING ZERO
See accompanying notes to financial statements.
<PAGE>3
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF STOCKHOLDERS' EQUITY
August 31, 1999
Common Stock
Number Retained Earnings
of during Development
Shares Amount Stage
Issued for
Cash June 23, 1999 0.00 $ 0
Net Income June 23, 1999
(Inception) to
August 31, 1999 ______ ______ ________
Balance
August 31, 1999 0.00 $ 0 $ 0
See accompanying notes to financial statements.
<PAGE>4
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF CASH FLOWS
June 23, 1999 (Inception) to August 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 0
Net Cash (Used) In
Operating Activities 0
CASH FLOWS FROM INVESTING ACTIVITIES 0
CASH FLOWS FROM FINANCING ACTIVITIES 0
Net Increase in Cash 0
Cash June 23, 1999 $ 0
Cash August 31, 1999 $ 0
See accompanying notes to financial statements.
<PAGE>5
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 23, 1999 (Inception) to August 31, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Business - The company was
incorporated June 23, 1999 under the laws of the State of
Nevada. The Company was organized to engage in any lawful
activity. The Company currently has no operations and, in
accordance with SFAS V, is considered a development stage
company.
Accounting Method - The Company records income and expenses
on the accrual method.
Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenue and expenses during the reporting period.
Income Taxes - Taxes are provided for using the liability
method of accounting in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes." A deferred tax asset or
liability is recorded for all temporary differences between
financial and tax reporting. Deferred tax expense (benefit)
results from the net change during the year of deferred tax
assets and liabilities.
Income (Loss) Per Share - Net loss per share is provided in
accordance with Statement of Financial Accounting Standards
No. 128 (SFAS #128) "Earnings Per Share." Basic loss per
share is computed by dividing losses available to common
stockholders by the weighted average number of common shares
outstanding during the period. Diluted loss per share
reflects per share amounts that would have resulted if
dilutive common stock equivalents had been converted to
common stock. As of August 31, 1999, the Company had no
dilutive common stock equivalents such as stock options.
2. INCOME TAXES
There is no provision for income taxes for the period from
June 23, 1999 (inception) to August 31, 1999 due to zero net
income and no Nevada state income tax in the state of the
Company's domicile.
<PAGE>6
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 23, 1999 (Inception) to August 31, 1999
(Continued)
3. STOCKHOLDERS' EQUITY
Common Stock - The authorized common stock of the Company
consists of 25,000,000 shares with a par value of $0.001 per
share.
<PAGE>7
Law Office of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
October 21, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Integrated.com, Inc.;
Form SB-2
Dear Sir/Madame:
We have acted as counsel to Integrated.com, Inc., a
Nevada corporation ("Company"), in connection with its
Registration Statement on Form SB-2 relating to the
registration of 2,000,000 shares of its common stock
("Shares"), $0.001 par value per Share, at a maximum
offering price of $0.05 per Share.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion,
including, but not limited to, the Articles of Incorporation
and Bylaws of the Company.
Based upon the foregoing, it is our opinion that the
Company is duly organized and validly existing as a
corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
Davis & Ellsworth, LLP
Certified Public Accountant
6350 Black Swan Lane
Las Vegas, Nevada 89118
October 21, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Integrated.com, Inc.;
Form SB-2
Dear Sir or Madame:
As a certified public accountant, I hereby consent to
the inclusion to the Form SB-2 Registration Statement of my
report dated August 31, 1999 in Integrated.com, Inc.'s
Audited Financial Statement for the period ending August 31,
1999, and to all references my firm included in this
Registration Statement.
Sincerely,
By:/s/Davis & Ellsworth, LLP
Davis & Ellsworth
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> AUG-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
