UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURTIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
INTEGRATED.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0432284
(State of organization) (I.R.S. Employer Identification No.)
8 Carlisle Drive, Voorhees, New Jersey 08043
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 772-0221
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common
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Item 1. Business.
INTEGRATED.COM, INC. proposes to exploit business opportunities
created by the deregulation of the broadcast and
telecommunications industries in conjunction with developers of
master plan communities and their residents. INTEGRATED.COM, INC.
will install a complete turnkey system, integrating telephony,
broadcast video, Internet and intranet access, security features,
and customized residential service offerings.
The INTEGRATED.COM, INC. solution is a platform comprised of
computer hardware, software, phone switch, and related
technologies. The flexible nature of the INTEGRATED.COM, INC.
system allows a variety of service providers.
The INTEGRATED.COM, INC. system offers the developer the
following benefits:
(a) INTEGRATED.COM, INC. system will provide a source of
incremental revenue increasing cash flow and equity without a
capital investment.
(b) The principal benefit to the developer is homeowner
satisfaction. Homeowners benefit from the INTEGRATED.COM, INC.
system as they can choose from a wider variety of programming and
services than is currently available. INTEGRATED.COM, INC. is
prepared to offer homeowners its own exciting range of
products-cable, telephone, radio, Internet access,
video-on-demand, video games, shared software, data services,
electronic commerce-at a lower cost than current providers. The
new services provided by INTEGRATED.COM, INC. are accessed via a
customized television interface and a "smart" telephone making
them easy to understand and use. A further convenience is
on-screen bill payment for INTEGRATED.COM, INC. services.
(c) The key benefit to the INTEGRATED.COM, INC. system is the
creation of a safe and smart community. Offering competitive
services to the homeowner, which is lifestyle enhancing and
safety minded, is the primary mandate of INTEGRATED.COM, INC.
The developer has discretion in the selection of products offered
to homeowners, the pricing of these products, and the customer
care program. The developer may also choose to brand the product
offering. INTEGRATED.COM, INC. will continue to offer new and
innovative products so as to maintain its "more for less"
proposition.
The success of our partnership with the developer is backed up by
the commitment of our senior management team in conjunction with
a solid management plan. Our management goats are to achieve
targeted ROI, to provide superior operation and to meet and
exceed the expectations of the developer and its homeowners. To
achieve this level of performance, the INTEGRATED.COM, INC.
system is backed by our network operation and customer care
organizations. These units are mandated to manage day-to-day
operations, including activating customer accounts, handling
questions about the service, billing, and collection.
Our customer care goal is to ensure that every contact with
our organization results in greater customer interest
and satisfaction.
DESCRIPTION OF OFFERED SERVICES
To The Developer INTEGRATED.COM, INC. will provide the developer
with the following:
The installation of the INTEGRATED.COM, INC. system, and
Management Services for the INTEGRATED.COM, INC. system.
INTEGRATED.COM, INC. is responsible for the maintenance and
management of the INTEGRATED.COM, INC. system, including
negotiations with all content providers and the provision and
administration of a default service offering to the homeowners.
To The Homeowner
INTEGRATED.COM, INC. service offering to the homeowner is
designed to have a positive impact on the developer's
relationship with the homeowner. The primary goal of the offering
is to provide a safe and smart, integrated service to the
homeowner at a lower cost. The secondary goal is to generate
incremental revenue for the developer.
This document is the exclusive property of INTEGRATED.COM, INC.
Duplication or reprinting of this document must be authorized by
INTEGRATED.COM, INC. in writing. All information contained within
this document is considered privileged and confidential.
INTEGRATED.COM, INC. makes the following services available to
the homeowner: The services include:
Television & Video
Telephony
Community Bulletin Board
Data Communications
Smart Home Features
Security system and monitoring
Television & Video
The service offering exceeds the aggregate programming available
from the incumbent cable company. The point-to-point nature of
INTEGRATED.COM, INC.'s technology gives the homeowner complete
control over selection. Customers can choose pre-packaged service
tiers, create their own service package. or select on an "a la
carte" basis from all available programming.
Free Reception of Local TV Signals and More
Whether a homeowner decides to subscribe to any of the
INTEGRATED.COM, INC. video services or not, each dwelling will
automatically receive a selection of local, off-air television
signals, combined with the building's own information channel and
the INTEGRATED.COM, INC. promotional channel.
All homeowners will be issued the required in home equipment
ensuring a penetration level of 100%. This is a significant
value. The users viewing patterns are registered which creates an
invaluable database for broadcasters, advertising agencies, and
other interested parties (e.g., A.C. 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 selfdiagnosis, the system emits a heartbeat
every hour on the hour. Failure to receive a "heartbeat"
initiates immediate action as described above.
In the event of catastrophic failure, the TV service defaults to
the favorite off-air channels, which are mapped to the bottom of
the spectrum (channels 2-13). In the event of a complete power
failure, battery supported televisions will receive off-air
signals. Four hours of battery backup is provided to support the
telephone system. To prolong battery life, certain system
features are automatically shut down but primary functionality
remains. This document is the exclusive property of INTEGRATED.COM, 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 9 Sales & Service: the Sales &Service program
is multi-faceted, involving the developer and their team,
Customer Care Center activity and collateral materials.
Sample Launch
A sample launch program includes:
INTEGRATED.COM, 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.
RISK FACTOR
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 bein 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 debt/preferred stock. If additional shares were issued
to obtain financing, investors in this offering would suffer a dilutive
effect on their percentage of stock ownership in the Company.
However, the book value of their shares would not be diluted,
provided additional shares are sold at a price greater than that paid
by investors in this offering. The Company does not anticipate
having within the next 12 months any cash flow or liquidity problems.
Purchases by Affiliates.
Certain officers, directors, principal shareholders
and affiliates may purchase, for investment purposes, a
portion of the Shares offered hereby, which could, upon
conversion, increase the percentage of the Shares owned by
such persons. The purchases by these control persons may
make it possible for the Offering to meet the escrow amount.
No Assurance Shares Will Be Sold.
The 2,000,000 Shares are to be offered directly by
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.
Item 2. Financial Information.
The Registrant's financial data is referred to in Item 15 below.
Item 3. Properties.
The Company currently maintains offices at 8 Carlisle
Drive, Voorhees, New Jersey 08043.
Item 4. Security Ownership of Certain Beneficial Owners
and Management.
Security Ownership of Certain Beneficial Owners - INTEGRATED.COM, INC.
Title of Name of Amount and Nature Percent of
Class Beneficial of Beneficial Class
Owner (1) Owner (2)
Common Robert 1,000,000 Common 33.33%
Stock Stewart,
CEO,
President
And Director
Common Robert J. 1,000,000 Common 33.33%
Stock Mele,
CFO, Treasuer
and Director
Common Joseph R. 1,000,000 Common 33.33%
Stock Meloni,
Vice
President,
Secretary and
Director
Item 5. Directors and Executive Officers.
Robert Stewart, Age 42
President/Chief Executive Officer/Director
8 Carlisle Drive
Voorhees, New Jersey 08043
Robert J. Mele, Age 40
Chief Financial Officer/Treasurer/Director
8 Carlisle Drive
Voorhees, New Jersey 08043
Joseph R. Meloni, Age 54
Secretary/Vice President/Director
8 Carlisle Drive
Voorhees, New Jersey 08043
Resumes
Robert Stewart, President and Director
Robert Stewart, age 42 is president of R. Stewart &
Associates. Mr. Stewart's firm sells and installs design
software for Land Surveyors, Civil Engineers and Contractors.
Previously Mr. Stewart was a regional sales manager for Spectra
Precision Software, responsible for dealer management and direct
sales of Spectra products in the northeastern United States.
Mr.Stewart spent 9 years as a Land Surveyor in New Jersey
before turning to the business side of the industry. With an
associates degree as a computer technician he went on to become
Vice President/Sales Manager of Dynamic Office Systems Inc., a
New Jersey firm implementing hardware and software solutions to
the Civil Engineering market place.
Robert J. Mele, DPM, Treasurer and Director
Dr. Robert Mele, age 40, is a surgically trained foot and
ankle specialist in private practice in Pennsylvania and New
Jersey since 1989. Dr. Mele received his surgical training
at Osteopathic Medical Center of Philadelphia. Dr. Mele
handles patients from birth through geriatric. He is also
responsible for Hospital Patient Management, Training of Surgical
Residents as well as Adjunctive Professor Duties.
Joseph Meloni, Secretary and Director
Joseph Meloni, age 54, worked in as well as ran a family
business for 40 years. An expert in his industry, Mr. Meloni,
sold the family business 6 years ago, but still services a few
of his large accounts. Since 1993, Mr. Meloni has been a key
member in the development and start-up of Ingetrated.com, Inc.
Item 6. Executive Compensation.
None.
Item 7. Certain Relationships and Related Transactions.
All three directors of Integrated.com, Inc. each received
1,000,000 shares as compensation for services. See recent sales
of unregistered securities.
Item 8. Legal Proceedings.
None.
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
Registrants common stock is not traded on any exchange.
The Registrant has never paid a cash dividend and has no
present intention of so doing.
Item 10. Recent Sales of Unregistered Securities.
Integrated.com, Inc. recently sold 3,000,000 shares of its common
stock to its officers and directors.
On October 1, 1999 all three officers of the corporation each
received 1,000,000 shares of restricted common shares for
services rendered under section 4(2) of the Securities Act of
1933.
Item 11. Description of Registrant's Securities to be
Registered.
The securities of INT to be registered are common stock with
$0.001 par value. The shares are non-assessable, without non-
cumulative voting, but with pre-emptive rights.
Item 12. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the
federal securities laws may be permitted to directors and
controlling persons of the issuer, the issuer has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
law and is, therefor, unenforceable. In the event a demand for
indemnification is made, the issuer will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the law and will be governed by the final
adjudication of such issue.
Item 13. Financial Statements and Supplementary Data.
None.
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
See Exhibit 13.1 below.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTEGRATED.COM, INC.
By: /s/ Robert Stewart
Robert Stewart, President
EXHIBIT INDEX
Exhibit Description Method of
Number Filing
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
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 and cash
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 23, 1999 0.00 $ 0
Net Income June 23, 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 23, 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.
Law Office 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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