-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TYH0bWGGjgVQFS2BVRGc5BEMnWkcLjk9+m2Z5KyojIS0OI0PuaMCk90BqBGql/s6 J/ZkYdgFlHSWAyWckAGh/w== 0001135745-02-000048.txt : 20020830 0001135745-02-000048.hdr.sgml : 20020830 20020830104715 ACCESSION NUMBER: 0001135745-02-000048 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020531 FILED AS OF DATE: 20020830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED ENTERPRISES INC CENTRAL INDEX KEY: 0000749753 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 341444240 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13895 FILM NUMBER: 02753588 BUSINESS ADDRESS: STREET 1: 761 PARKVIEW DRIVE CITY: AURORA STATE: OH ZIP: 44202 BUSINESS PHONE: 3309950051 MAIL ADDRESS: STREET 1: 761 PARKVIEW DR CITY: AURORA STATE: OH ZIP: 44202 FORMER COMPANY: FORMER CONFORMED NAME: MOTORSPORTS USA INC/OH DATE OF NAME CHANGE: 20000217 FORMER COMPANY: FORMER CONFORMED NAME: VAST TECHNOLOGIES HOLDING CORP DATE OF NAME CHANGE: 20000810 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATED LEARNING LANGUAGES INC DATE OF NAME CHANGE: 20001128 10KSB 1 int10k829.txt INTEGRATED 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDING MAY 31, 2002 INTEGRATED ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) Delaware #0-13895 IRS#34-1444240 --------- ------------ --------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification Number) 14749 Longview Drive Newbury, OH 44065 (Address of Registrant's principal executive offices) (440) 564-1104 (Registrant's telephone number, including area code) (440) 564-1104 (Registrant's facsimile number, including area code) 114 Barrington Towne Square/Suite 159 Aurora, OH 44202 (Former name or former address, if changed since last report) Title of each class Name of each exchange on which registered Not Applicable Not Applicable Securities registered under Section 12(b) of the Exchange Act: Common Stock $.0001 Par Value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] The issuer had no revenue during the year ended May 31, 2002. State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. Based on the average bid and asked price of the issuer's common stock on August 27, 2002, the aggregate market value of the 4,109,646 shares of common stock held by non-affiliates was $174,660. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. On August 27, 2002, the issuer had a total of 4,109,646 shares of common stock issued and outstanding. PART I Item 1. DESCRIPTION OF BUSINESS The Issuer filed a Form 8-K dated July 1, 2001 which disclosed a name change from Fraser Realty Group to Integrated Enterprises, Inc. ("Integrated"). Fraser Realty Group, Inc. ("FRG"), a Delaware corporation, was the successor to Fraser Mortgage Investments (the "Trust"), an unincorporated association in the form of a business trust organized in Ohio under a Declaration of Trust dated May 7, 1969. At a special meeting of the shareholders of the Trust held on August 28, 1984, the shareholders approved a plan of reorganization pursuant to which (1) all of the assets of the Trust were sold to FRG, a corporation newly formed for the purpose of effecting the reorganization; (2) FRG assumed all of the Trust's liabilities and obligations; (3) each issued and outstanding share of the Trust was converted into one share of FRG common stock; and (4) the Trust was terminated. The purpose of the proposed reorganization was to convert the Trust to a business organization taxable as an ordinary corporation, instead of a real estate investment trust, under the Federal income tax laws. Unless the context otherwise requires, the term FRG includes its predecessor, the Trust. FRG invested in real estate and mortgage loans. FRG was organized as a real estate investment trust, primarily for the purpose of making passive investments in real estate and passing through the income realized from such investments to its shareholders. From its inception, FRG financed its real estate investment operations principally through the sale of common stock, and short-term debt financing, including both bank borrowings and the issuance of commercial paper. FRG saw its real estate investments evolve from principally short-term construction loans to a mix of variable and fixed-rate mortgage loans of which a significant portion consisted of mortgage positions on improved and unimproved land held by investors for development purposes. Accordingly, FRG's investments in mortgage loans represented long-term assets with realization dates dependent upon the equity holders' ability to complete development projects or obtain refinancing from other sources. At the same time, bank notes payable and commercial paper outstanding were all short-term borrowings renewable at the option of the noteholders. FRG relied on these short-term borrowings, the intermittent repayment of loans and the refinancing or sale of portfolio investments in order to meet its then current obligations. During fiscal 1989, cash provided from these sources was wholly inadequate to provide working capital to fund operations. Management was unable to secure additional financing or find other means of obtaining needed cash in fiscal 1990 to permit FRG to meet past and then current obligations. Accordingly, management determined that there was no reason to continue operating and, thus, incurring further losses. FRG has been inactive since 1990 and has not conducted any business since that time. Item 2. PROPERTIES At May 31, 2002, the Issuer had no material assets and had no liabilities. Item 3. LEGAL PROCEEDINGS None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None PART II Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Issuer's common stock is listed on the NASD's Electronic Over-the-Counter Bulletin Board (symbol IENP). The quoted prices reflect interdealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions. On August 26, 2002, the closing bid and asked prices for the common stock were $0.035 and $0.05, respectively. On August 26, 2002, the number of stockholder accounts of record was 674. Item 6. PLAN OF OPERATIONS At May 31, 2002, the Issuer had no material assets and no liabilities. The Issuer did not generate any revenues during the fiscal year ended May 31, 2002. The Issuer had no backlog of orders for goods or services and did not make any research and development expenditures during the year ended May 31, 2002. At the date of this Annual Report Form 10-KSB, the Issuer has no liabilities and no assets. Nevertheless, Integrated believes that it may be possible to recover some value for the Shareholders through the implementation of a plan whereby the Issuer, restructured as a "public shell", will effect a business combination transaction with a suitable privately-held company ("Target Company"). In general, Integrated believes it will offer owners of a Target Company the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than would otherwise be required to conduct an initial public offering. Under the plan developed by Integrated, it will continue to be used as a corporate vehicle to seek, investigate and, if the results of such investigation warrant, effect a business combination with an existing Target Company that seeks the perceived advantages of a publicly held corporation. Before such a business combination can be effected, however, there are a number of preliminary steps. The specific actions that Integrated intends to take include: Negotiate Business Combination--it must seek, investigate and, if the results of such investigation warrant, attempt to negotiate a business combination with an existing Target Company. Effect Required Corporate Changes--before proceeding to closing on a proposed business combination, Integrated will be required to effect a number of material changes in the Issuer's corporate structure. As of the date of this Annual Report Form 10-KSB, Integrated expects that it will be required to: (i) authorize the issuance of sufficient shares to facilitate the business combination and the go-forward activities of the combined entities; (ii) change the Issuer's name to one selected by the Target Company; (iii) authorize stock option and other incentive plans for the combined entities; and (iv) effect any other reasonable structural changes that are required by the Target Company as a condition of the business combination. The Issuer's potential success will be wholly dependent on the efforts and abilities of Mr. David Hughes who will have virtually unlimited discretion in searching for, negotiating and entering into a business combination transaction with a Target Company. Mr. Hughes has had experience in the proposed business of the Issuer. Although Mr. Hughes believes that the Issuer will be able to enter into a business combination transaction within the near future, there can be no assurance as to how much time will elapse before a business combination is effected, if ever. The Issuer will not restrict its search to any specific business, industry or geographical location, and the Issuer may participate in a business venture of virtually any kind or nature. Mr. Hughes anticipates that the selection of a Target Company for the Issuer will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and available capital, Mr. Hughes believes that there are numerous privately-held companies seeking the perceived advantages of being a publicly traded corporation. Such perceived advantages include facilitating debt financing or improving the terms on which additional equity may be sought, providing liquidity for the principals of the business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity for all Shareholders and other factors. Potential business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Mr. Hughes anticipates that the Issuer will be able to participate in only one business venture. This lack of diversification will not permit the Issuer to offset losses from one venture against gains from another. Moreover, due to the Issuer's lack of any meaningful financial, or other resources, Mr. Hughes believes the Company will only be viewed as a suitable business combination partner for companies which have substantially greater financial and managerial resources than the Issuer. Therefore, the Issuer's relative bargaining power may be limited. SUMMARY DESCRIPTION OF PLAN The determination of the number of shares to be issued in connection with a business combination transaction is not an exact science and entails a great deal of subjective business judgment. In arriving at an optimal capital structure for a business combination transaction, Integrated will ordinarily evaluate the strengths, weaknesses and growth potential of a Target Company against similarly situated publicly-held companies in the same market segment. Based on this analysis, Issuer will then attempt to estimate the stabilized market capitalization that the Target Company can expect to achieve under reasonably foreseeable circumstances. This value will then be risk weighted by an appropriate factor and used to determine the number of shares that can be issued by the Issuer if the goal is to reach a target stabilized stock price of $5 to $10 per share. In the case of a Target Company, the number of shares issuable to the owners of the Target Company will be governed, in part, by what the Company can reasonably expect the stabilized market capitalization to be. In any event, the Issuer does not intend to enter into a transaction where it expects the stabilized market price of the Common Stock to be less than $5 per share. There can be no assurance, however, that the Issuer will be successful in meeting this performance benchmark, that its subjective business judgments will prove to be accurate, or that its estimate of the stabilized market capitalization that a Target Company can expect to achieve will prove to be reasonable. PENDING DISCUSSIONS Integrated is presently involved in preliminary negotiations with the owners of a company. While management of the Target Company has expressed a desire to move toward a business combination transaction through the execution of a definitive agreement, there is no assurance that the pending discussions will result in the successful conclusion of a business combination or that the common stock of the Issuer will ever have any value. Item 7. FINANCIAL STATEMENTS INTEGRATED ENTERPRISES, INC. (A Dormant State Company) Financial Statements & Independent Auditor's Report May 31, 2002 & May 31, 2001 INTEGRATED ENTERPRISES, INC. INDEX Independent Auditor's Report f1 Balance Sheets f2 Statement of Operations and Retained Earnings (Deficit) f3 Statement of Changes in Stockholders' Equity f4 Statement of Cash Flows f5 Footnotes to Financial Statements f6 TERANCE L. KELLEY............................................................. Certified Public Accountant 3250 West Market Street, Suite 307 Fairlawn, Ohio 44333 (330) 864-2265 Independent Auditor's Report To The Board of Directors of Integrated Enterprises, Inc. I have audited the accompanying Balance Sheets of Integrated Enterprises, Inc., as of May 31, 2002 and May 31, 2001 and the related Statements of Operations, Cash Flows, and Changes in Stockholders' Equity for the years then ended. These financial statements are the responsibility of the management of Integrated Enterprises, Inc. My responsibility is to express an opinion on these statements based on my audit. I have conducted my audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion the financial statements referred to above present fairly, in all material respects, the financial position of Integrated Enterprises, Inc. as of May 31, 2002 and May 31, 2001 and the results of its operations and its cash flows for the years ended May 31, 2002 and May 31, 2001 in conformity with generally accepted accounting principles. /s/ Terance L. Kelley Certified Public Accountant June 29, 2002 f1 INTEGRATED ENTERPRISES, INC. Balance Sheets May 31, 2002 and May 31, 2001 2002 2001 ---- ---- ASSETS Cash and cash equivalents $ 5 $ 5 Total Assets $ 5 $ 5 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities $ - $ - Total Liabilities - - Stockholders' Equity Serial Preferred Stock, convertible $.0001 par value; 5,000,000 shares authorized, 2,000,000 and 0 outstanding at May 31, 2002 and 2001 respectively 200 - Common Stock, $.0001 par value; 50,000,000 shares authorized; 4,109,646 and 2,909,388 shares issued and outstanding at May 31, 2002 and May 31, 2001 respectively 411 291 Additional Paid-in-Capital 17,066,011 17,064,931 Retained Earnings (Deficit) (17,066,617) (17,065,217) Total Stockholders' Equity 5 5 Total Liabilities and Stockholders' Equity $ 5 $ 5
The accompanying footnotes are an integral part of these financial statements. F2 INTEGRATED ENTERPRISES, INC. Statement of Operations and Retained Earnings (Deficit) For the years ended May 31, 2002 and May 31, 2001 2002 2001 ---- ---- Income Gross sales $ - $ - Total Income - - Expenses General and administrative 1,400 - Total Expenses 1,400 - Net Loss (1,400) - Beginning Retained Earnings (Deficit) (17,065,217) (17,065,217) Ending Retained Earnings (Deficit) $ (17,065,217) $ (17,065,217) Weighted Average shares outstanding during the period 4,060,361 2,909,676 The accompanying footnotes are an integral part of these financial statements. F3 INTEGRATED ENTERPRISES, INC. Statement in Changes in Stockholders' Equity For the Years Ended May 31, 2002 and May 31, 2001
Retained Preferred Stock Common Stock Additional Earnings Total Shares Amount Shares Amount Paid-in-Capital (Deficit) Equity ------ ------ ------ ------ --------------- --------- ------ May 31 ,2000 0 $ - 2,909,388 $ 291 $ 17,064,931 $ (17,065,217) $ 5 Net Income for year - 0 May 31, 2001 0 - 2,909,388 291 17,064,931 (17,065,217) 5 Stock for services 2,000,000 200 1,200,000 120 1,080 - 1,400 Reverse split rounding 258 - - Net Income for year (1,400) (1,400) May 31, 2002 2,000,000 $ 200 4,109,646 $ 411 $ 17,066,011 $ (17,066,617) $ 5
The accompanying footnotes are an integral part of these financial statements. F4 INTEGRATED ENTERPRISES, INC. Statement of Cash Flows For the Years Ended May 31, 2002 and May 31, 2001 2002 2001 Cash Flows From Operating Activities Net Income $ (1,400) $ - Preferred and Common Stock issued for Professional services 1,400 - Net Cash Provided by Operating Activities - - Cash Flows From Investing Activities Net Cash Provided by Investing Activities - - Cash Flows From Financing Activities - - Net Increase in Cash 5 5 Cash, Beginning of Period - - Cash, End of Period $ 5 $ 5 The accompanying footnotes are an integral part of these financial statements. F5 INTEGRATED ENTERPRISES, INC. (A Dormant State Company) May 31, 2002 and 2001 Footnotes to Financial Statements NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting principles and practices of Integrated Enterprises, Inc., (the Company) are set forth to facilitate the understanding of the data presented in the financial statements. BASIS OF PRESENTATION - Integrated Enterprises, Inc. (formerly Fraser Realty Group, Inc. -FRG) a Delaware corporation, is the successor to Fraser Mortgage Investments (the Trust), an unincorporated association in the form of a business trust organized in Ohio under the Declaration of Trust dated May 7, 1969. At a special meeting of the shareholders of the Trust held on August 28, 1984 a plan of reorganization was approved pursuant to which: 1 All of the assets of the Trust were sold to FRG; 2 FRG assumed all of the Trust's liabilities and obligations; 3 Each issued and outstanding share of the Trust was converted into one share of FRG common stock; and 4 The Trust was terminated. The purpose of the proposed reorganization was to convert the Trust to a business organization taxable as an ordinary corporation, instead of a real estate investment trust, under Federal income tax laws. Unless the context otherwise requires, the term FRG includes its predecessor, the Trust. FRG invested in real estate and mortgage loans. FRG was organized as a real estate trust, primarily for the purpose of making passive investments in real estate and passing through the income realized from such investments to its shareholders. From its inception, FRG financed its real estate investment operations principally through sale of common stock, and short-term debt financing, including both bank borrowings and the issuance of commercial paper. FRG saw its real estate investments evolve from principally short-term construction loans to a mix of variable and fixed-rate mortgage loans of which a significant portion consists of mortgage positions on improved and unimproved land held by investors for development purposes. Accordingly, FRG's investments in mortgage loans represent long-term assets with the realization dates dependent upon the equity holder's ability to complete development projects or obtain refinancing from other sources. At the same time, bank notes payable and commercial paper outstanding were all short-term borrowings renewable at the option of the note holders. FRG relied on these short-term borrowings, the intermittent repayment of loans and the refinancing or sale of portfolio investments in order to meet its current obligations. During fiscal 1989, cash provided from these sources was wholly inadequate F6 INTEGRATED ENTERPRISES, INC. (A Dormant State Company) May 31, 2002 and 2001 Footnotes to Financial Statements NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED to provide working capital to fund operations. Management was unable to secure additional financing or find other means of obtaining needed cash in fiscal 1990 to permit FRG to meet its current obligations. Accordingly, management determined that there was no reason to continue operating and, thus, incurring further losses. FRG has been inactive since 1990 and has not conducted any business since that time. On August 4, 1998, acting in his capacity as Chairman of the Board and President and with first receiving the consent, approval and authorization of FRG's Board of Directors, Roger A. Kimmel, Jr. filed with the State of Delaware, Secretary of State, Division of Corporations, a Certificate For Renewal and Revival of Charter and thereby effected a renewal, revival and restoration of the Company's Certificate of Incorporation pursuant to Section 312 of the General Corporation Law of Delaware. Thereafter on August 26, 1998 an Omnibus 10-K for the fiscal years ending May31, 1990 through 1998 was filed with the Securities and Exchange Commission of the Federal Government. On October 27, 1999 the Company entered into an Acquisition Merger agreement with a private company, Motorsports USA, Inc. The Company also effected a name change at that time to Motorsports USA, Inc. With this transaction certain assets became the property of the Company. However, the custody and control of such assets were not perfected and the management of the private company evidenced tentative compliance with SEC reporting requirements. This condition was considered intolerable to the Company's Board of Directors and accordingly on August 1, 2000 the transaction was rescinded. The Company also changed its name on June 1, 2000 to Vast Technologies Holding Company. Accordingly the enclosed financial statements were prepared as if the merger with Motorsports USA, Inc. had not taken place. In June 2001 the Company changed its name to Integrated Enterprises, Inc., issued 12,000,000 shares of Common Stock for services and reverse split its Common Shares, one new common share for each ten old common share with a par value of $ 0.0001 per share. While the Company has no assets, liabilities, or ongoing operations and has not engaged in any business activities since 1990 it is believed that it may be possible to recover value for the Stockholders through the implementation of a plan whereby the Company as a "clean public shell" effects a business combination transaction with a suitable privately-held company that has both business history and operating assets. F7 INTEGRATED ENTERPRISES, INC. (A Dormant State Company) May 31, 2002 and 2001 Footnotes to Financial Statements NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED GOING CONCERN ACCOUNTING BASIS - The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. PER SHARE AMOUNTS - Per share amounts are computed based on the weighted average number of common shares outstanding for each period. Shares issueable upon exercise are not included in the computation since their effect would be antidilutive. CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. NOTE 2. GOING CONCERN The Company has not engaged in any business activity since 1990. As of May 31, 2002 and May 31, 2001 the Company had stockholders' equity of $5. This factor, among others, may indicate the Company will be unable to continue as a going concern. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3. PREFERRED AND COMMON STOCK On August 4, 1998 the Company filed the State of Delaware, Secretary of State, Division of Corporations, a Certificate of Correction, which was filed to correct a certain error in the Company's original Certificate of Incorporation. The defect of said Certificate to be corrected was as follows, to-wit: No par value stock was mistakenly authorized. Accordingly, Article Fourth: Section 1. Of the Certificate was corrected to allow a par value per share of $.0001 for both common and preferred stock. In October 1999 the 100,000 shares of outstanding Preferred Stock were converted into 15,405,517 share of Common Stock in keeping with the conversion rights of the Preferred Shares. On June 14, 2001 a shareholder received 2,000,000 shares of convertible preferred and 12,000,000 shares of Common stock (pre-split) for services provided to the Company in connection with Securities and Exchange Commission filings. The Board of Directors of the Company valued these services at $1,400. F8 INTEGRATED ENTERPRISES, INC. (A Dormant State Company) May 31, 2002 and 2001 Footnotes to Financial Statements NOTE 4. INCOME TAXES As a result of operating losses, no provision for Income Taxes was necessary. As of May 31, 2002, the Company has net operating loss carryforwards of approximately $1,137,000 available to reduce future taxable income expiring in 2005 and 2018. Ultimate utilization of the net operating loss carryforwards will be subject to limitations and the existence of future taxable income. NOTE 5. OTHER The Company has no operating activity except on a very limited basis with the only activity being that of the Company's president actively seeking a company with which to effect a business combination. NOTE 6. ERROR CORRECTION There was an error made in the May 31, 2001 financial statements in the computation of average shares outstanding. This amount shown was 1,131,929. The correct amount was 2,909,676. This correction has been made in the attached statements. F9 Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE During the fiscal year ended May 31, 2002, there were no reportable disagreements between the Issuer and its auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Mr. David L. Hughes, 60, is President and CEO of the Issuer, since March 17, 2002. Item 10. EXECUTIVE COMPENSATION Neither the officers nor directors receive compensation for services rendered nor does any agreement exist for any of them to be compensated for past services at some future date. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT A total of 4,109,646 shares of common stock were issued and outstanding on the date of this Annual Report Form 10-KSB. The following table sets forth certain information with respect to the beneficial ownership of shares of the Issuer's common stock by (i) each person known to be the beneficial owner of 5% or more of the common stock, (ii) each executive officer or director of the Issuer, and (iii) all executive officers and directors as a group. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information set out in Item 10 is also applicable to this item. No officer, director, nominee for director, family member of any of the foregoing, or corporation, organization, trust or estate in which any of the foregoing has an interest is indebted to the Registrant. Item 13. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS None. REPORTS ON FORM 8-K Reference is made to the Issuer's Current Report on Form 8-K dated July 1, 2001. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized. August 29, 2002 Integrated Enterprises, Inc. By: /s/ David L. Hughes ---------------------------------- David L. Hughes, Director and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----