U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
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
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 Integrated.com, Inc.
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").
The Securities and Exchange Commission, or any State
Securities Commission, has not approved or disapproved these
securities or determined if this prospectus is truthful or
complete. 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
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 such section 8(a), may determine.
The information in this preliminary prospectus is not complete and may
be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This preliminary prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
Subject to Completion, Dated _______________, 1999
The shares being offered by Integrated.com, Inc. are subject
to prior sale, acceptance of the subscriptions by Integrated.com,
Inc. and approval of certain legal matters by counsel to Integrated.com, Inc.
Integrated.com, Inc. has the right to accept or reject any
subscriptions, in whole or in part, for any reason. Until
__________________, 1999, all dealers effecting transactions in
registered securities may be required to deliver a prospectus.
This is true whether or not the dealer is participating in this
distribution. Dealers also have an obligation to deliver a
prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
This prospectus is not an offer to sell or a solicitation to
buy the securities offered. It is unlawful to make such an offer
or solicitation.
The delivery of this prospectus, nor a sale of the mentioned
securities shall create an implication that there has been no
change in the information in this prospectus. If a material
change does occur, however, this prospectus will be amended or
supplemented accordingly for all existing shareholders and
prospective investors.
This prospectus does not intentionally contain a false
statement or material fact, nor does it intentionally omit a
material fact. No person or entity has been authorized by
Integrated.com, Inc. to give any information or make a
representation, warranty, covenant, or agreement which is not
expressly provided for or continued in this prospectus. Any such
information that is given should not be relied upon as having
been authorized.
This company is not a reporting company. Upon written or
oral request, any person who receives a prospectus will have an
opportunity to meet with representatives of Integrated.com, Inc.
to verify any of the information included in the prospectus and
to obtain additional information. Such a person shall also, upon
written or oral request, receive a copy of any information that
is incorporated by reference in the prospectus and the address
(including title or department) and telephone number. Such
information shall be provided without charge.
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 "best efforts" 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 Integrated.com, Inc. is before the
payment of certain expenses in connection with this
offering. See "Use of Proceeds."
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
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 goals 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 Integrated.com, Inc. 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 Integrated.com, Inc..
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 Integrated.com, Inc. 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 Integrated.com, Inc. 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 Integrated.com, Inc. 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 Integrated.com, Inc. 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 Integrated.com, Inc.'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 Integrated.com, Inc. will likely have an
adverse effect on Integrated.com, Inc. The exact effect of
these factors cannot be accurately predicted, but the
combination of these factors may result in Integrated.com, Inc.
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 Integrated.com, Inc. and may be
in a better position than Integrated.com, Inc. to obtain access
to attractive clientele. There are a number of larger
companies in which may directly compete with Integrated.com,
Inc. 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 Integrated.com, Inc.,
(ii) the high-risk nature and limited liquidity of
Integrated.com, Inc., 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 Integrated.com,
Inc. Therefore, there can be no assurance that these personnel
will remain employed by Integrated.com, Inc. 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 Integrated.com,
Inc.'s business and prospects. In addition, management has no
experience in managing companies in the same business as
Integrated.com, Inc.
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
Integrated.com, Inc. The success of the Company, to a large
extent, will depend on the quality of the directors and
officers of Integrated.com, Inc. Accordingly, no person should
invest in the Shares unless he is willing to entrust all
aspects of the management of Integrated.com, Inc. to the officers
and directors.
Lack of Diversification.
The size of Integrated.com, Inc. 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 Integrated.com, Inc. 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 Integrated.com, Inc., and the
minority shareholders will not be able to elect a
representative to Integrated.com, Inc.'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 Integrated.com, Inc.'s business. Payment of dividends, if any,
will depend, among other factors, on earnings, capital
requirements, and the general operating and financial
condition of Integrated.com, Inc., 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 Integrated.com, Inc. As a result, certain conflicts
of interest may exist between Integrated.com, Inc. 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 Integrated.com, Inc.
It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to
the Board of Directors to Integrated.com, Inc., 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 Integrated.com, Inc.'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 Integrated.com, Inc.'s investments. The Company's Board
of Directors will serve as the valuation committee,
responsible for valuing each of Integrated.com, Inc.'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 Integrated.com, Inc. 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 Integrated.com, Inc. for expansion; and, if
not available, Integrated.com, Inc. 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
Integrated.com, Inc. to become operational, and develop and market it line of
services. Additional financing could possibly come in the form of
ebt/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
Integrated.com, Inc., 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 Integrated.com, Inc.'s
securities, the Shares will attain market values
commensurate with the Offering Price.
"Best Efforts" Offering
The Shares are offered by Integrated.com, Inc. 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 Integrated.com, Inc.. 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 Integrated.com, Inc. or its
competitors, variations in Integrated.com, Inc.'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 Integrated.com, Inc. (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
Integrated.com, Inc.'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. Integrated.com, Inc. 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 computerized
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 Integrated.com, Inc., including those
related to the efforts of customers, suppliers, or other third
parties, will be fully resolved.
Integrated.com, Inc.'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 Integrated.com, Inc.'s financial
condition or results of operations; however, because of the
uncertainties in this area, no assurances can be given in this regard.
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.
The Company 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.
Taxation.
Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the Company and
the target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a
transfer of stock of assets. A non-qualifying reorganization could result in
the imposition of both federal and state taxes which may have an adverse
effect on both parties to the transaction.
Uncertainty as to Blank Check Escrow.
Funds raised in the offering will remain in escrow until individual
shareholders have had a chance to approve or reject a merger candidate.
A merger candidate may request funds back, thus there is uncertainty as
to amount of proceeds available to the Company as a result of this offering.
USE OF PROCEEDS
Following the sale of the 2,000,000 Shares Offered by
Integrated.com, Inc. there will be a gross proceeds of $100,000.
These proceeds will be used to provide start-up and working
capital for Integrated.com, Inc.
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 $25,000.00 100.0% $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 Integrated.com, Inc.
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 Integrated.com, Inc..
(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
Integrated.com, Inc. 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
Integrated.com, Inc. 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
Integrated.com, Inc. concerning any aspect of the investment and to
obtain any additional information contained in this Memorandum, to the extent
that Integrated.com, Inc. 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 Integrated.com, Inc. in the form attached to this
Prospectus.
Promptly upon receipt of subscription documents by
Integrated.com, Inc., it will make a determination as to whether a
prospective investor will be accepted as a shareholder in the Company.
Integrated.com, Inc. 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 Integrated.com, Inc., or such other reasons other as Integrated.com, Inc.
determines to be in the best interest of Integrated.com, Inc. 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
Integrated.com, Inc. has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers,
and significant employees of Integrated.com, Inc. 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 Integrated.com, Inc.
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 Integrated.com, Inc. 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 Integrated.com,
Inc.'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 any other 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 Integrated.com, Inc., attached as
Exhibit 3.1 and Exhibit 3.2, respectively, to this Form SB-2. As of the
date of this Form SB-2, Integrated.com, Inc. has 3,000,000 shares
of common stock outstanding.
Non-Cumulative Voting.
The holders of Shares of Common Stock of Integrated.com,
Inc. 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.
Integrated.com, Inc. does not currently intend to pay cash dividends.
Integrated.com, Inc.'s proposed dividend policy is to make distributions
of its revenues to its stockholders when Integrated.com, Inc.'s Board of
Directors deems such distributions appropriate. Because
Integrated.com, Inc. 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 Integrated.com, Inc.
A distribution of revenues will be made only when, in the judgment
of Integrated.com, Inc.'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 Integrated.com, Inc. by means of a merger, tender offer, proxy
contest, or otherwise, and thereby to protect the continuity of
Integrated.com, Inc.'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 Integrated.com, Inc.'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 anacquisition 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 Integrated.com, Inc. 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 Integrated.com, Inc. 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 Integrated.com, Inc. in most cases for any liability
suffered by them or arising out of their activities as directors, officers,
and employees of Integrated.com, Inc. 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 Integrated.com, Inc. are accountable to the
Company as fiduciaries, which means they are required to exercise good
faith and fairness in all dealings affecting Integrated.com, Inc.
In the event that a shareholder believes the officers and/or
directors have violated their fiduciary duties to Integrated.com, Inc., 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 Integrated.com, Inc. 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 Integrated.com, Inc.
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 return on investment. 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
Integrated.com, Inc. does not currently own any property
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following financial review and analysis is intended to
assist prospective investors in understanding and evaluating the
financial condition and results of operations of Integrated.com,
Inc., for the period ending August 31, 1999. This information
should be read in conjunction with Integrated.com, Inc.'s
Financial Statements and accompanying notes thereto, "Selected
Financial Data" and other detailed information regarding
Integrated.Com, Inc. appearing elsewhere in this Prospectus.
OVERVIEW
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. INTEGRATED.COM, INC. was incorporated in the state of
Nevada in June 1999.
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 success of our partnership with the developer is backed
up by the commitment of our senior management team in conjunction
with a solid return on investment. 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.
RESULTS OF OPERATIONS:
LIQUIDITY AND FUNDING
Liquidity is a measure of a company's ability to meet
potential cash requirements, including ongoing commitments to fund
lending activities and for general purposes. Cash for originating
loans and general operating expenses is primarily obtained through
cash flows from operations and private investors.
Integrated.com, Inc. has significant ongoing liquidity needs
to support its existing business and continued growth.
Integrated.com, Inc.'s liquidity will be actively managed on a
periodic basis and Integrated.com, Inc.'s financial status,
including its liquidity, will be reviewed periodically by
Integrated.com, Inc.'s management. This process is intended to
ensure the maintenance of sufficient funds to meet the needs of
Integrated.com, Inc.
Integrated.com, Inc. will primarily rely upon the cash flow
from operations to provide for its capital requirements.
Management believes that cash generated from operations will be
sufficient to provide for its capital requirements for at least
the next 12 months. Integrated.com, Inc. may seek additional
equity financing in the early part of 2000 through an offering of
its common stock.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board
("FASB") issued Statements of Financial Accounting Standards
("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES, which establishes accounting and reporting
standards for derivative instruments and hedging activities. SFAS
No. 133 requires recognition of all derivative instruments in the
statement of financial position as either assets or liabilities
and the measurement of derivative instruments at fair value. SFAS
No. 133 is effective for fiscal years beginning after June 15,
1999. The adoption of SFAS No. 133 is not expected to affect the
consolidated financial statements of Integrated.com, Inc.
YEAR 2000 PROBLEM
Integrated.com, Inc.'s assessments of the cost and timeliness
of completion of Year 2000 modifications set forth below are based
on management's best estimates, which are derived using numerous
assumptions relating to future events, including, without
limitation, the continued availability of certain internal and
external resources and third party readiness plans. Furthermore,
as Integrated.com, Inc.'s Year 2000 initiative (described below)
progresses, Integrated.com, Inc. continues to revise its estimates
of the likely problems and costs associated with the Year 2000
problem and to adapt its contingency plan. However, there can be
no assurance that any estimate or assumption will prove to be
accurate.
INTEGRATED.COM, INC.'S YEAR 2000 INITIATIVE. Integrated.com,
Inc. is conducting a comprehensive Year 2000 initiative with
respect to its internal business-critical systems. This
initiative encompasses information technology ("IT") systems and
applications, as well as non-IT systems and equipment with
embedded technology, such as fax machines and telephone systems,
which may be impacted by the Year 2000 problem. Business-critical
systems encompass internal accounting systems, including general
ledger, accounts payable and financial reporting applications; as
well as the underlying technology required to support the
software. The initiative includes assessing, remediating or
replacing, testing and upgrading Integrated.com, Inc.'s business-
critical IT systems. Based upon a review of the contemplated and
planned stages of the initiative, and testing done to date,
Integrated.com, Inc. does not anticipate any material difficulties
in achieving Year 2000 readiness with respect to its internal
business-critical systems, and Integrated.com, Inc. anticipates
that Year 2000 compliance with respect to virtually all its
internal business-critical systems will be achieved by latter-part
of 1999.
In addition to its own internal IT systems and non-IT
systems, Integrated.com, Inc. may be at risk from Year 2000
failures caused by or occurring to third parties. These third
parties can be classified into two groups. The first group
includes borrowers, lenders, vendors and other service providers
with whom Integrted.com, Inc. has a direct contractual
relationship. The second group, while encompassing certain
members of the first group, is comprised of third parties
providing services or functions to large segments of society, both
domestically and internationally such as airlines, utilities and
national stock exchanges.
As is the case with most other companies, the actions of
Integrated.com, Inc. can take to avoid any adverse effects from
the failure of companies, particularly those in the second group,
to become Year 2000 ready is extremely limited.
There can be no assurance that the systems of Integrated.com,
Inc. or those third parties will be timely converted.
Furthermore, there can be no assurance that a failure to convert
by another company, or a conversion that is not compatible with
Integrated.com, Inc.'s systems or those of other companies on
which Integrated.com, Inc.'s systems rely, would not have a
material adverse effect on Integrated.com, Inc.
Integrated.com, Inc. does not anticipate that it will incur
additional expenditures in connection with any modifications
necessary to achieve Year 2000 readiness.
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.
All three directors of Integrated.com, Inc. each received
1,000,000 shares as compensation for services. See recent sales
of unregistered securities.
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 Integrated.com, Inc. 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 13.1 to this Form SB-2.
CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTINGAND
FINANCIAL DISCLOSURE
Since the inception of Integrated.com, Inc. 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 Integrated.com, Inc.
is Davis & Ellsworth, CPAs.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Prospectus 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
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.
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/A 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 January 7, 2000.
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/A Amended 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 January 7, 2000
Robert Stewart
/s/ Robert J. Mele Treasurer and Director January 7, 2000
Robert J. Mele
/s/ Joseph R. Meloni Secretary and Director January 7, 2000
Joseph R. Meloni
EXHIBIT INDEX
Exhibit Description Method of
Number Filing
13.1 Audited Financials Statements prepared by Davis See Below
& Ellsworth, CPAs dated November 30, 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
INTEGRATED.COM, INC.
FINANCIAL STATEMENTS
November 30, 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 November 30, 1999, and the
related statements of operations, stockholders' equity andcash
flows from June 30, 1999 (date of inception) to November 30, 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 November 30,
1999 and the results of its operations and its cash flows from
June 30, 1999 (date of inception) to November 30, 1999 in
conformity with generally accepted accounting principles.
By:/s/Davis & Ellsworth, LLP
Davis & Ellsworth, LLP
December 15, 1999
<PAGE> 1
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEET
November 30, 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 November 30, 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 30, 1999 (Inception) to November 30, 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
November 30, 1999
Common Stock
Number Retained Earnings
of during Development
Shares Amount Stage
Issued for Cash
June 30, 1999 0.00 $ 0
Net Income June 30, 1999
(Inception) to
November 30, 1999 ______ ______ ________
Balance
November 30, 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 30, 1999 (Inception) to November 30, 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 30, 1999 $ 0
Cash November 30, 1999 $ 0
See accompanying notes to financial statements.
<PAGE> 5
Integrated.Com, Inc.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 (Inception) to November 30, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Business - Integrated.com, Inc. was
incorporated June 23, 1999 under the laws of the State of
Nevada. Integrated.com, Inc. was organized to engage in any lawful
activity. Integrated.com, Inc. currently has no operations and, in
accordance with SFAS V, is considered a development stage company.
Accounting Method - Integrated.com, Inc. 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 November 30, 1999, Integrated.com, Inc. 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 30, 1999 (inception) to November 30, 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 30, 1999 (Inception) to November 30, 1999
(Continued)
3. STOCKHOLDERS' EQUITY
Common Stock - The authorized common stock of Integrated.com, Inc.
consists of 25,000,000 shares with a par value of $0.001 per share.
<PAGE> 7
Law Offices of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
January 6, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Integrated.com, Inc.;
Amended Form SB-2/A
Dear Sir/Madame:
We have acted as counsel to Integrated.com, Inc., a
Nevada corporation ("Company"), in connection with its
Amended Registration Statement on Form SB-2/A 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 Integrated.com, Inc.
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
January 6, 2000
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 Amended Registration Statement
Dear Sir or Madame:
As a certified public accountant, I hereby consent to
the inclusion to the Form SB-2 Amended Registration Statement of my
report dated December 15, 1999 in Integrated.com, Inc.'s
Audited Financial Statement for the period ending November 30,
1999, and to all references my firm included in this
Amended Registration Statement.
Sincerely,
By:/s/Davis & Ellsworth, LLP
Davis & Ellsworth
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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