-----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, Uj4k4Og0FEMZk0UfaBYXcC6aCa8u1fETUHxA9jfh+0HmX4lFc0W0O3INNj/1CQid XyYzCXeoWv5V/e4ilNRXzw== 0001094666-00-000001.txt : 20000110 0001094666-00-000001.hdr.sgml : 20000110 ACCESSION NUMBER: 0001094666-00-000001 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED COM INC CENTRAL INDEX KEY: 0001095704 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880432284 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SB-2/A SEC ACT: SEC FILE NUMBER: 333-89599 FILM NUMBER: 503198 BUSINESS ADDRESS: STREET 1: 8 CARLISLE AVENUE CITY: VOOHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: 6097720221 SB-2/A 1 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. 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 EX-13.1 2 AUDITED FINANCIALS INTEGRATED.COM, INC. FINANCIAL STATEMENTS November 30, 1999 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 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 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. 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. 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. 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. 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. 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. 7 EX-23.1 3 CONSENT OF COUNSEL 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. EX-23.2 4 CONSENT OF ACCOUNTANT 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 EX-27.1 5 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. 6-MOS DEC-31-1999 NOV-30-1999 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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