UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURTIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
INTEGRATED.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0432284
(State of organization) (I.R.S. Employer Identification No.)
8 Carlisle Drive, Voorhees, New Jersey 08043
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 772-0221
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common
Item 1. 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.
system allows a variety of service providers.
The Integrated.com. system offers the developer the
following benefits:
(a) Integrated.com 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.
system as they can choose from a wider variety of programming and
services than is currently available. Integrated.com 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 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. services.
(c) The key benefit to the Integrated.com 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.
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. 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
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. will provide the developer
with the following:
The installation of the Integrated.com. system, and
Management Services for the Integrated.com. system.
Integrated.com is responsible for the maintenance and
management of the Integrated.com. 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's 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.
Duplication or reprinting of this document must be authorized by
Integrated.com. in writing. All information contained within
this document is considered privileged and confidential.
Integrated.com 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'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. 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. 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., A.C. Neilson, Gallop Polls, etc.)
Customize Package for Satellite Television
The Integrated.com. 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. 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 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 to negotiate the best possible
release dates for blockbuster movies and other popular video
programs.
On-Screen Services Modification
Integrated.com viewers can modify the level of service they
wish to enjoy at any time.
Access to Account Information
Integrated.com'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 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 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'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 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 withtheir 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 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 Integrated.com's 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 Integrated.com's 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. understands the importance of a strong
homeowner-developer relationship and sees both the developer and
the homeowner as its valued customers. Integrated.com 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 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 selfdiagnosis, 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.
Duplication or reprinting of this document must be authorized
by Integrated.com. 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. is committed to a service level Of
99.7%.
MARKETING
The Integrated.com 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.
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. 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 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
pamphlets/sales brochures, and;
The deployment and staffing of a Integrated.com. 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'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 9 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's 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's 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. and supplier generated.
IMPLEMENTATION
Integrated.com. will manage all aspects of the installation,
including site survey, wiring, Integrated.com. 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 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.
RISK FACTOR
RULE 419 GENERALLY. Rule 419 generally requires that the securities to be issued
and the funds received in a blank check offering be deposited and held in an
escrow account until an acquisition meeting specified criteria is completed.
Before the acquisition can be completed and before the funds and securities can
be released, the issuer in a blank check offering is required to update its
registration statement with a post-effective amendment. After the effective date
of any such post-effective amendment, Integrated.com is required to furnish
investors with the prospectus produced thereby containing information, including
audited financial statements, regarding the proposed acquisition candidate and
its business. Investors must be given no fewer than 20 and no more than 45
business days from the effective date of the post-effective amendment to decide
to remain investors or require the return of their investment funds. Any
investor not making a decision within said period is automatically to receive a
return of his investment funds.
PROHIBITION TO SELL OR OFFER TO SELL SHARES IN ESCROW ACCOUNT. According to Rule
15g-8 as promulgated by the S.E.C. under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), it shall be unlawful for any person to sell or
offer to sell Shares (or any interest in or related to the Shares) held in the
Rule 419 escrow account other than pursuant to a qualified domestic relations
order or by will or the laws of descent and distribution. As a result, contracts
for sale to be satisfied by delivery of the Deposited Securities (e.g.,
contracts for sale on a when, as, and if issued basis) are prohibited.
DISCRETIONARY USE OF PROCEEDS; "BLANK CHECK" OFFERING.
As a result of management's broad discretion with respect to the specific
application of the net proceeds of this offering, this offering can be
characterized as a "blank check" offering. Although substantially all of the
net proceeds of this offering are intended generally to be applied toward
effecting a Business Combination, such proceeds are not otherwise being
designated for any more specific purposes.Accordingly, prospective investors
will invest in Integrated.com without an opportunity to evaluate the specific
merits or risks of any one or more Business Combinations. There can be no
assurance that determinations ultimately made by Integrated.com relating to
the specific allocation of the net proceeds of this offering will permit the
Company to achieve its business objectives. See "Proposed Business."
REGULATIONS CONCERNING "BLANK CHECK" ISSUERS. The ability to register or qualify
for sale the Shares for both initial sale and secondary trading is limited
because a number of states have enacted regulations pursuant to their securities
or "blue sky" laws restricting or, in some instances, prohibiting, the sale of
securities of "blank check" issuers, such as Integrated.com, within that state.
In addition, many states, while not specifically prohibiting or restricting
"blank check" companies, may not register the Shares for sale in their
states. Because of such regulations and other restrictions, the Company's
selling efforts, and any secondary market which may develop, may only be
conducted in those jurisdictions where an applicable exemption is available
or a blue sky application has been filed and accepted or where the Shares
have been registered.
Speculative Nature of Company's Proposed Operations.
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.
Blue Sky Considerations.
Because the securities registered hereunder have not been
registered for resale under the blue sky laws of any state, and
the Company has no current plans to register or qualify its
shares in any state, holders of these shares and persons who
desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant
state blue sky restrictions upon the ability of new investors to
purchase the securities. These restrictions could reduce the size
of any potential market. As a result of recent changes in federal
law, non-issuer trading or resale of the Company's securities is
exempt from state registration or qualification requirements in
most states. However, some states may continue to restrict the
trading or resale of blind-pool or "blank-check" securities.
Accordingly, investors should consider any potential secondary
market for the Company's securities to be a limited one.
Disadvantages Of Blank Check Offering.
Integrated.com may enter into a business combination with an
entity that desires to establish a public trading market for its
shares. A target company may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by
seeking a business combination with the Company. The perceived
adverse consequences may include, but are not limited to, time
delays of the registration process, significant expenses to be
incurred in such an offering, loss of voting control to public
shareholders, and the inability or unwillingness to comply with
various federal and state securities laws enacted for the
protection of investors. These securities laws primarily relate
to registering securities and full disclosure of the Company's
business, management, and financial statements.
Item 2. Financial Information.
The Registrant's financial data is referred to in Item 15 below.
Item 3. Properties.
The Company currently maintains offices at 8 Carlisle Drive,
Voorhees, New Jersey 08043.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
Security Ownership of Certain Beneficial Owners - Integrated.com
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, Treasuer
and Director
Common Joseph R. 1,000,000 Common 33.33%
Stock Meloni,
Vice
President,
Secretary and
Director
Item 5. Directors and Executive Officers.
Robert Stewart, Age 42
President/Chief Executive Officer/Director
8 Carlisle Drive
Voorhees, New Jersey 08043
Robert J. Mele, Age 40
Chief Financial Officer/Treasurer/Director
8 Carlisle Drive
Voorhees, New Jersey 08043
Joseph R. Meloni, Age 54
Secretary/Vice President/Director
8 Carlisle Drive
Voorhees, New Jersey 08043
Resumes
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.
Item 6. Executive Compensation.
None.
Item 7. Certain Relationships and Related Transactions.
All three directors of Integrated.com, Inc. each received
1,000,000 shares as compensation for services. See recent sales
of unregistered securities.
Item 8. Legal Proceedings.
None.
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
Registrants common stock is not traded on any exchange.
The Registrant has never paid a cash dividend and has no
present intention of so doing.
Item 10. Recent Sales of Unregistered Securities.
Integrated.com, Inc. recently sold 3,000,000 shares of its common
stock to its officers and directors.
On October 1, 1999 all three officers of the corporation each
received 1,000,000 shares of restricted common shares for
services rendered under section 4(2) of the Securities Act of
1933.
Item 11. Description of Registrant's Securities to be
Registered.
The securities of INT to be registered are common stock with
$0.001 par value. The shares are non-assessable, without non-
cumulative voting, but with pre-emptive rights.
Item 12. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the
federal securities laws may be permitted to directors and
controlling persons of the issuer, the issuer has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
law and is, therefor, unenforceable. In the event a demand for
indemnification is made, the 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 law and will be governed by the final
adjudication of such issue.
Item 13. Financial Statements and Supplementary Data.
None.
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
There has been a recent change in accountants. This change occured due to
a business decision by the previous accountant to cease auditing public
companies. Please note accountant's letter in exhibit 16.1.
Item 15. Financial Statements and Exhibits.
See Exhibit 13.1 below.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTEGRATED.COM, INC.
By: /s/ Robert Stewart
Robert Stewart, President
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
13.1 Audited Financials Statements prepared by Barry See Below
Friedman, CPA dated February 28, 1999
16.1 Letter from Davis & Ellsworth certifying change
in accountants See Below
EX-3.1
2
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.
EX-3.2
3
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
succeeding business day. If the election of Directors shall
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,
a shareholder may vote in person or by proxy executed in
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. Action Without a Meeting. Any action that
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
EX-13.1
INTEGRATED.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
February 25, 2000
December 31, 1999
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-10
INDEPENDENT AUDITORS' REPORT
Board of Directors February 28, 2000
INTEGRATED.COM, INC.
Apache Junction, Arizona
I have audited the accompanying Balance Sheets of INTEGRATED.COM,
INC. (A Development Stage Company), as of February 25, 2000, December
31, 1999, and the related statements of operations, stockholders' equity
and cash flows for the period January 1, 2000 to February 25, 2000, and
June 30, 1999, (inception) to December 31, 1999. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements
based on my audit.
I conducted my 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. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
INTEGRATED.COM, INC. (A Development Stage Company), as of February 25,
2000, December 31, 1999, and the related statements of operations,
stockholders' equity and cash flows for the period January 1, 2000 to
February 25, 2000, and June 30, 1999, (inception) to December 31, 1999,
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note #5 to
the financial statements, the Company has suffered recurring losses from
operations and has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is described in Note #5.
These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
___________________________
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
INTEGRATED.COM, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
February December
25, 2000 31, 1999
CURRENT ASSETS $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0
OTHER ASSETS $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0
TOTAL ASSETS $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
- - 2 -
INTEGRATED.COM, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
February December
25, 2000 31, 1999
CURRENT LIABILITIES $ 0 $ 0
TOTAL CURRENT LIABILITIES $ 0 $ 0
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.001
Authorized 25,000,000 shares
Issued and outstanding at
December 31, 1999 -
3,000,000 shares $ 3,000
February 25, 2000 -
3,000,000 shares $ 3,000
Additional Paid-In Capital 0 0
Deficit accumulated during
The development stage -3,000 -3,000
TOTAL STOCKHOLDERS' EQUITY $ 0 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
- - 3 -
INTEGRATED.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Jun. 30, Jun.30,1999
2000,to 1999,to (Inception)
Feb. 25, Dec. 31, to Feb. 25,
2000 1999 2000
INCOME
Revenue $ 0 $ 0 $ 0
EXPENSES
General and
Administrative $ 0 $ 3,000 $ 3,000
TOTAL EXPENSES $ 0 $ 3,000 $ 3,000
NET PROFIT/LOSS (-) $ 0 $ -3,000 $ -3,000
Net Profit/Loss (-)
per weighted share
(Note #1) $ NIL $ -.0010 $ -.0010
Weighted average
Number of common
shares outstanding 3,000,000 3,000,000 3,000,000
The accompanying notes are an integral part of these financial
statements
- - 4
INTEGRATED.COM, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
June 30, 1999
issued for services 3,000,000 $ 3,000 $ 0 $ 0
Net loss,
June 30, 1999
(inception) to
December 31, 1999 -3,000
Balance,
December 31, 1999 3,000,000 $ 3,000 $ 0 $ -3,000
Net Loss,
January 1, 2000 to
February 25, 2000 0
Balance,
February 25, 2000 3,000,000 $ 3,000 $ 0 $ -3,000
The accompanying notes are an integral part of these financial
statements
- - 5
INTEGRATED.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Jun.30, Jun.30,1999
2000, to 1999, to (Inception)
Feb. 25, Dec. 31, to Feb. 25,
2000 1999 2000
Cash Flows from
Operating Activities
Net Loss $ 0 $ -3,000 $ -3,000
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue common stock
For services 0 +3,000 +3,000
Changes in assets and
Liabilities 0 0 0
Net cash used in
Operating activities $ 0 $ 0 $ 0
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0
Net Increase (decrease) $ 0 $ 0 $ 0
Cash,
Beginning of period 0 0 0
Cash, End of Period $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
- - 6 -
INTEGRATED.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 25, 2000, and December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 30, 1999, under the laws of the
State of Nevada as INTEGRATED.COM, INC. The Company currently has
no operations and in accordance with SFAS #7, is considered a
developmental stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. Actual results could
differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-
bearing bank that currently does not exceed federally insured
limits. For the purpose of the statements of cash flows, all
highly liquid investments with the maturity of three months
or less are considered to be cash equivalents. There are no
cash equivalents as of February 25, 2000.
- - 7 -
INTEGRATED.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
February 25, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income 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 difference between financial and tax
reporting. Deferred tax expense (benefit) results from the
net change during the year of deferred tax assets and
liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
Costs of Start-Up Activities" which provides guidance on the
financial reporting of start-up costs and organization costs.
It requires most costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998.
With the adoption of SOP 98-5, there has been little or no
effect on the company's financial statements.
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 dilative common stock equivalents
had been converted to common stock. As of February 25, 2000,
the Company had no dilative common stock equivalents such as
stock options.
- - 8 -
INTEGRATED.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
February 25, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected December 31st as its year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash
Transaction
The Company's accounting policy for issuing shares in a non-
cash transaction is to issue the equivalent amount of stock
equal to the fair market value of the assets or services
received.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
February 25, 2000, due to the net loss and no state income tax in
Nevada, the state of the Company's domicile and operations. The
Company's total deferred tax asset as of February 25, 2000 is as
follows:
Net operation loss carry forward $ 0
Valuation allowance $ 0
Net deferred tax asset $ 0
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
25,000,000 shares with a par value $.001 per share.
Preferred Stock
The corporation has no preferred stock.
- - 9 -
INTEGRATED.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
February 25, 2000, and December 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY CONTINUED
On June 30, 1999, the Company issued 3,000,000 shares of its $0.001
par value common stock to its directors for services of $3,000.00.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. The
stockholders/officers and or directors have committed to advancing
the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property.
An officer of the corporation provides office services without
charge. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities
and may in the future, become involved in other business
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between
the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
- - 10 -
To Whom It May Concern: February 28, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 28, 2000, on the
Financial Statements of INTEGRATED.COM, INC., as of February 25, 2000,
in any filings that are necessary now or in the near future with the
U.S. Securities and Exchange Commission.
Very truly yours,
___________________________
Barry L. Friedman
Certified Public Accountant
Exhibit 16.1
Davis & Ellsworth, LLP
Certified Public Accountants
6350 Black Swan Lane
Las Vegas, Nevada 89118
(702) 524-1020
Member America Institute of Certified Public Accountants
Member Nevada State Society of Certified Public Accountants
Member New York State Society of Certified Public Accountants
February 25, 2000
Shawn F. Hackman
3360 West Sahara
Suite 200
Las Vegas, NV 89102
To Whom it May Concern:
Effective February 14, 2000, my firm, hereby resigns as auditors for
Integrated.Com, Inc.
My firm no longer performs audits of public companies or companies contemplating
going public. We have decided to concentrate our efforts to the small and
medium sized markets.
Very Truly yours,
/s/ Richard A. Davis
Davis & Ellsworth, LLP.
