-----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, ROTHDZFOT7J1IdtLYy9COAZ/7bU/tfVIbdhSqKzhF6Ds1YE5jGBZ9R1j5Qku7prG 2V4m/wDp090yp2ADsfGM/g== 0001094666-99-000023.txt : 19991115 0001094666-99-000023.hdr.sgml : 19991115 ACCESSION NUMBER: 0001094666-99-000023 CONFORMED SUBMISSION TYPE: SB-2/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19991112 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: 99749931 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"). THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 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 Information contained herein is subject to completion or amendment. The registration statement relating to the securities has been filed with the Securities and Exchange Commission. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Subject to Completion, Dated _______________, 1999 THE SHARES ARE OFFERED BY INTEGRATED.COM, INC. 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, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON. UNTIL ________________, 1999, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOENTS OR SUBSCRIPTIONS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OPEN OFFER TO BUY INTO SECURITIES OFFERED HEREBY A STATE IN WHICH, OR TO A PERSON TRUE, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY FOR ALL EXISTING SHAREHOLDERS, AND FOR ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET BEEN ACCEPTED AS SHAREHOLDERS IN INTEGRATED.COM, INC. THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE A REPRESENTATION, WARRANTY, COVENANT, OR AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR CONTAINED IN THIS PROSPECTUS; IF GIVEN OR MADE, SUCH INFORMATION, REPRESENTATION, WARRANTY, COVENANT, OR AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE COMPANY IS NOT A REPORTING COMPANY. EACH PERSON WHO RECEIVES A PROPSECTUS WILL HAVE AN OPPORTUNITY TO MEET WITH REPRESENTATIVES OF INTEGRATED.COM, INC., DURING NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST TO INTEGRATED.COM, INC., IN ORDER TO VERIFY ANY OF THE INFORMATION INCLUDED IN THIS PROSPECTUS AND TO OBTAIN ADDITIONAL INFORMATION REGARDING INTEGRATED.COM, INC. IN ADDITION, EACH SUCH PERSON WILL BE PROVIDED WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE INFORMATION THAT IS INCORPORATED BY REFERENCE IN THE PROSPECTUS AND THE ADDRESS (INCLUDING TITLE OR DEPARENT) AND TELEPHONE NUMBER TO WHICH SUCH REQUEST IS TO BE DIRECTED. 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 "bestefforts" 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 omeowner, which is lifestyle enhancing and safety minded, is the primary mandate of INTEGRATED.COM, INC. The developer has discretion in the selection of products offered to homeowners, the pricing of these products, and the customer care program. The developer may also choose to brand the product offering. INTEGRATED.COM, INC. will continue to offer new and innovative products so as to maintain its "more for less" proposition. The success of our partnership with the developer is backed up by the commitment of our senior management team in conjunction with a solid management plan. Our management goats are to achieve targeted ROI, to provide superior operation and to meet and exceed the expectations of the developer and its homeowners. To achieve this level of performance, the INTEGRATED.COM, INC. system 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 debt/preferred stock. If additional shares were issued to obtain financing, investors in this offering would suffer a dilutive effect on their percentage of stock ownership in the Company. However, the book value of their shares would not be diluted, provided additional shares are sold at a price greater than that paid by investors in this offering. The Company does not anticipate having within the next 12 months any cash flow or liquidity problems. Purchases by Affiliates. Certain officers, directors, principal shareholders and affiliates may purchase, for investment purposes, a portion of the Shares offered hereby, which could, upon conversion, increase the percentage of the Shares owned by such persons. The purchases by these control persons may make it possible for the Offering to meet the escrow amount. No Assurance Shares Will Be Sold. The 2,000,000 Shares are to be offered directly by Integrated.com, Inc., and no individual, firm, or corporation has agreed to purchase or take down any of the shares. No assurance can be given that any or all of the Shares will be sold. Arbitrary Offering Price. The Offering Price of the Shares bears no relation to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by the Company. There can be no assurance that, even if a public trading market develops for Integrated.com, Inc.'s securities, the Shares will attain market values commensurate with the Offering Price. "Best Efforts" Offering The Shares are offered by Integrated.com, Inc. on a "best efforts" basis, and no individual, firm or corporation has agreed to purchase or take down any of the offered Shares. No assurance can be given that any or all of the Shares will be sold. Provisions have been made to deposit in escrow the funds received from the purchase of Shares sold by Integrated.com, Inc.. In the event that $25,000 is not received within one hundred twenty (120) days of the effective date of this Prospectus, the offer will be extended for another 120 days after which the proceeds so collected will be refunded to investors without deducting sales commissions or expenses. During this escrow period, which may last up to two hundred forty (240) days, subscribers will not have use of nor derive benefits from their escrow funds. Minimal Public Market for Company's Securities. Prior to the Offering, there has been minimal public market for the Shares being offered. There can be no assurance that an active trading market will develop or that purchasers of the Shares will be able to resell their securities at prices equal to or greater than the respective initial public offering prices. The market price of the Shares may be affected significantly by factors such as announcements by Integrated.com, Inc. or its competitors, variations in Integrated.com, Inc.'s results of operations, and market conditions in the retail, electron commerce, and internet industries in general. The market price may also be affected by movements in prices of stock in general. As a result of these factors, purchasers of the Shares offered hereby may not be able to liquidate an investment in the Shares readily or at all. Shares Eligible For Future Sale All of the Shares which are held by management have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended ("Act"). Such Shares will not be available for sale in the open market without separate registration except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a nonpublic transaction for at least on year, including persons who may be deemed Affiliates of Integrated.com, Inc. (as that term is defined under the Act) would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, or the average weekly reported trading volume on all national securities exchanges and through NASDAQ during the four calendar weeks preceding such sale, provided that certain current public information is then available. If a substantial number of the Shares owned by management were sold pursuant to Rule 144 or a registered offering, the market price of the Common Stock could be adversely affected. Forward-Looking Statements. This Prospectus contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, and as contemplated under the Private Securities Litigation Reform Act of 1995, including statements regarding, among other items, the Company's business strategies, continued growth in the Company's markets, projections, and anticipated trends in Integrated.com, Inc.'s business and the industry in which it operates. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company's control. Integrated.com, Inc. cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including those factors described under "Risk Factors" and elsewhere herein In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Prospectus will in fact transpire or prove to be accurate. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this section. Uncertainty Due to Year 2000 Problem. The Year 2000 issue arises because many computerised 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. 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 anyother 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 an acquisition 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 17.1 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 Propsectus 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 beensettled 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 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 October 21, 1999. 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 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 October 21, 1999 Robert Stewart /s/ Robert J. Mele Treasurer and Director October 21, 1999 Robert J. Mele /s/ Joseph R. Meloni Secretary and Director October 22, 1999 Joseph R. Meloni EXHIBIT INDEX Exhibit Description Method of Number Filing 3.1 Articles of Incorporation filed with the Nevada See Below Secretary of State on June 30, 1999 3.2 Bylaws of Integrated.com, Inc. See Below 5.1 Opinion Re: Legality See Below 13.1 Audited Financials Statements prepared by Davis See Below & Ellsworth, CPAs dated August 31, 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-3.1 2 Articles Of Incorporation Of INTEGRATED.COM, INC. Know all men by these present that the undersigned have this day voluntarily associated ourselves together for the purpose of forming a corporation under and pursuant to the provisions of Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090 inclusive as amended and state and certify that the articles of incorporation are as follows: First: Name The name of the corporation is INTEGRATED.COM, INC., (The "Corporation"). Second: Registered Office and Agent The address of the registered office of the corporation in the State Of Nevada is 3360 W. Sahara Ave. Suite 200, in the city of Las Vegas, County of Nevada 89102. The name and address of the corporation's registered agent in the State of Nevada is Shawn F. Hackman, Esq. at said address, until such time as another agent is duly authorized and appointed by the corporation. Third: Purpose and Business The purpose of the corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Nevada Revised Statutes of the State of Nevada, including, but not limited to the following: (a) The Corporation may at any time exercise such rights, privileges, and powers, when not inconsistent with the purposes and object for which this corporation is organized; (b) The Corporation shall have power to have succession by its corporate name in perpetuity, or until dissolved and its affairs wound up according to law; (c) The Corporation shall have power to sue and be sued in any court of law or equity; (d) The Corporation shall have power to make contracts; (e) The Corporation shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country; (f) The corporation shall have power to appoint such officers and agents as the affairs of the Corporation shall requite and allow them suitable compensation; (g) The Corporation shall have power to make bylaws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business and the calling and holding of meetings of stockholders; (h) The Corporation shall have the power to wind up and dissolve itself, or be wound up or dissolved; (i) The Corporation shall have the power to adopt and use a common seal or stamp, or to not use such seal or stamp and if one is used, to alter the same. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document; (j) The Corporation Shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidence of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for another lawful object; (k) The Corporation shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidence in indebtedness created by any other corporation or corporations in the State of Nevada, or any other state or government and, while the owner of such stock, bonds, securities or evidence of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any; (l) The Corporation shall have the power to purchase, hold, sell and transfer shares of its own capital stock and use therefor its capital, capital surplus, surplus or other property or fund; (m) The Corporation shall have to conduct business, have one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Nevada and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and in any foreign country; (n) The Corporation shall have the power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or any amendments thereof, or necessary or incidental to the protection and benefit of the Corporation and, in general, to carry on any lawful business necessary or incidental to the attainment of the purposes of the Corporation, whether or not such business is similar in nature to the purposes set forth in the articles of incorporation of the Corporation, or any amendment thereof; (o) The Corporation shall have the power to make donations for the public welfare or for charitable, scientific or educational purposes; (p) The Corporation shall have the power to enter partnerships, general or limited, or joint ventures, in connection with any lawful activities. Forth: Capital Stock 1. Classes and Number of Shares. The total number of shares of all classes of stock, which the corporation shall have authority to issue is Twenty Five Million (25,000,000) shares of Common Stock, par value of $0.001 per share (The "Common Stock") and no Preferred Stock. 2. Powers and Rights of Common Stock (a) Preemptive Right. No shareholders of the Corporation holding common stock shall have any preemptive or other right to subscribe for any additional un-issued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Corporation; (b) Voting Rights and Powers. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of the Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of the Common Stock standing in his/her name; (c) Dividends and Distributions (i) Cash Dividends. Subject to the rights of holders of Preferred Stock, holders of Common Stock shall be entitled to receive such cash dividends as may be declared thereon by the Board of Directors from time to time out of assets of funds of the Corporation legally available therefor; (ii) Other Dividends and Distributions. The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock dividend or split-up of the shares of the Common Stock; (iii) Other Rights. Except as otherwise required by the Nevada Revised Statutes and as may otherwise be provided in these Articles of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights in liquidation; 3. Preferred Stock The powers, preferences, rights, qualifications, limitations and restrictions pertaining to the Preferred Stock, or any series thereof, shall be such as may be fixed, from time to time, by the Board of Directors in its sole discretion, authority to do so being hereby expressly vested in such board. 4. Issuance of the Common Stock and the Preferred Stock. The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of the Common Stock and the Preferred Stock herein authorized in accordance with the terms and conditions set forth in these Articles of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration and in the case of the Preferred Stock, in one or more series, all as the Board of Directors in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law. The Board of Directors, from time to time, also may authorize, by resolution, options, warrants and other rights convertible into Common or Preferred stock (collectively "securities.") The securities must be issued for such consideration, including cash, property, or services, as the Board or Directors may deem appropriate, subject to the requirement that the value of such consideration be no less than the par value if the shares issued. Any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid stock and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon, provided that the actual value of such consideration is not less that the par value of the shares so issued. The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock divided or split-up of the shares of the Common Stock only to the then holders of the outstanding shares of the Common Stock. 5. Cumulative Voting. Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation. Fifth: Adoption of Bylaws. In the furtherance and not in limitation of the powers conferred by statute and subject to Article Sixth hereof, the Board of Directors is expressly authorized to adopt, repeal, rescind, alter or amend in any respect the Bylaws of the Corporation (the "Bylaws"). Sixth: Shareholder Amendment of Bylaws. Notwithstanding Article Fifth hereof, the bylaws may also be adopted, repealed, rescinded, altered or amended in any respect by the stockholders of the Corporation, but only by the affirmative vote of the holders of not less than fifty-one percent (51%) of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single voting class. Seventh: Board of Directors The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors. Except as may otherwise be provided pursuant to Section 4 or Article Forth hereof in connection with rights to elect additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, the exact number of directors of the Corporation shall be determined from time to time by a bylaw or amendment thereto, providing that the number of directors shall not be reduced to less that two (2). The directors holding office at the time of the filing of these Articles of Incorporation shall continue as directors until the next annual meeting and/or until their successors are duly chosen. Eighth: Term of Board of Directors. Except as otherwise required by applicable law, each director shall serve for a term ending on the date of the third Annual Meeting of Stockholders of the Corporation (the "Annual Meeting") following the Annual Meeting at which such director was elected. All directors, shall have equal standing. Not withstanding the foregoing provisions of this Article Eighth each director shall serve until his successor is elected and qualified or until his death, resignation or removal; no decrease in the authorized number of directors shall shorten the term of any incumbent director; and additional directors, elected pursuant to Section 4 or Article Forth hereof in connection with rights to elect such additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, shall not be included in any class, but shall serve for such term or terms and pursuant to such other provisions as are specified in the resolution of the Board or Directors establishing such class or series Ninth: Vacancies on Board of Directors Except as may otherwise be provided pursuant to Section 4 of Article Forth hereof in connection with rights to elect additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, newly created directorships resulting from any increase in the number of directors, or any vacancies on the Board of Directors resulting from death, resignation, removal, or other causes, shall be filled solely by the quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified or until such director's death, resignation or removal, whichever first occurs. Tenth: Removal of Directors Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, any director may be removed from office only for cause and only by the affirmative vote of the holders of not less than fifty-one percent (51%) of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such director, provided, however, that where such removal is approved by a majority of the Directors, the affirmative vote of a majority of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such director shall be required for approval of such removal. Failure of an incumbent director to be nominated to serve an additional term of office shall not be deemed a removal from office requiring any stockholder vote. Eleventh: Stockholder Action Any action required or permitted to be taken by the stockholders of the Corporation must be effective at a duly called Annual Meeting or at a special meeting of stockholders of the Corporation, unless such action requiring or permitting stockholder approval is approved by a majority of the Directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of Voting Stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law these Articles have been satisfied. Twelfth: Special Stockholder Meeting Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the Board of Directors or by the Chairman of the Board or the President. Special meeting may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by law. Thirteenth: Location of Stockholder Meetings. Meetings of stockholders of the Corporation may be held within or without the State of Nevada, as the Bylaws may provide. The books of the Corporation may be kelp (subject to any provision of the Nevada Revised Statutes) outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws. Fourteenth: Private Property of Stockholders. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever and the stockholders shall not be personally liable for the payment of the corporation's debts. Fifteenth: Stockholder Appraisal Rights in Business Combinations. To the maximum extent permissible under the Nevada Revised Statutes of the State of Nevada, the stockholders of the Corporation shall be entitled to the statutory appraisal rights provided therein, with respect to any business Combination involving the Corporation and any stockholder (or any affiliate or associate of any stockholder), which required the affirmative vote of the Corporation's stockholders. Sixteenth: Other Amendments. The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by applicable law and all rights conferred on stockholders herein granted subject to this reservation. Seventeenth: Term of Existence. The Corporation is to have perpetual existence. Eighteenth: Liability of Directors. No director of this Corporation shall have personal liability to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officers involving any act or omission of any such director or officer. The foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification. Nineteenth: Name and Address of first Directors and Incorporators. The name and address of the incorporators of the Corporation and the first Directors of the Board of Directors of the Corporation which shall be one (1) in number is as follows: DIRECTOR #1 Shawn F. Hackman, Esq. 3360 W. Sahara Ave. Suite 200 Las Vegas, NV 89102 I, Shawn F. Hackman, , being the first director and Incorporator herein before named, for the purpose of forming a corporation pursuant to the Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and accordingly have hereunto set my hand this 30th day of June 1999. By:/s/Shawn F. Hackman Shawn F. Hackman, Esq. Verification State Of Nevada ) )ss. County Of Clark ) On this 30th day of June 1999, before me, the undersigned, a Notary Public in and for said State, personally appeared Shawn F. Hackman, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who subscribed his name to the Articles of Incorporation and acknowledged to me that he executed the same freely and voluntarily and for the use and purposes therein mentioned. By: _______________________________ Notary Public in and for said County and State ACCEPTANCE OF RESIDENT AGENT The undersigned, Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada 89102, hereby accepts appointment as the resident agent for INTEGRATED.COM, INC., effective this date. Dated on the 30th day of June, 1999. By:/s/Shawn F. Hackman Shawn F. Hackman, Esq. EX-3.2 3 BYLAWS OF INTEGRATED.COM, INC. ARTICLE I: OFFICES The principal office of the Corporation in the State of Nevada shall be located in Las Vegas, County of Clark, the Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors my designate or as the business of the Corporation may require from time to time. ARTICLE II: SHAREHOLDERS SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the 15th day in the month of December in each year, beginning with the transaction of such other business as my come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the Sate of Nevada, such meeting shall be held on the next be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. SECTION 2. Special Meetings. Special meeting of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the Corporation entitled to vote at the meeting. SECTION 3. Place of Meeting. The Board of Directors my designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation. SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. SECTION 5. Closing of Transfer Books or Fixing of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least fifteen (15) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than thirty (30) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. SECTION 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such lists shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. SECTION 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. SECTION 8. Proxies. At all meetings of shareholders, writing by the shareholder or by his or duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors my be had by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting. SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator my be voted by him either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to the Corporation shall not be voted directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III: BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. SECTION 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one ( 1). Each Director shall hold office until the next annual meeting of shareholder and until his successor shall have been elected and qualified. SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution. SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them. SECTION 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of the Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. SECTION 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. SECTION 8. may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors. SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders. SECTION 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation thereof. SECTION 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. ARTICLES IV: OFFICERS SECTION 1. Number. The officers of the corporation shall be a President, one or more vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may be directors or shareholders of the Corporation. SECTION 2. Election and Term of Office. The officers of the Corporation to be elected by the board of Directors shall be elected annually by the board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will. SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. President. The president shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deed, mortgages, bonds, contract, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by there Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. SECTION 6. Vice President. In the absence of the president or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors, If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank. SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors in one or more minute books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for share of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaw; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine. SECTION 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. ARTICLE V: INDEMNITY The Corporation shall indemnify its directors, officers and employees as follows: (a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonable incurred by or imposed upon him in connection with any proceeding to which he may become involved, by reason of his being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. (b) The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law. (c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of the Article V. ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS SECTION 1. Contracts. The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, expect that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, Provided, however, that upon any action undertaken by the shareholder to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreements is in force and effect. ARTICLE VIII: FISCAL YEAR The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year. ARTICLE IX: DIVIDENDS The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and condition provided by law and its Articles of Incorporation. ARTICLE X: CORPORATE SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, Corporate Seal. ARTICLE XI: WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provision of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XII: AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 30th day of June, 1999. By:/s/Joseph R. Meloni Joseph R. Meloni, Secretary EX-5.1 4 Law Office of Shawn F. Hackman, a P.C. 3360 West Sahara Avenue, Suite 200 Las Vegas, Nevada 89102 October 21, 1999 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 Dear Sir/Madame: We have acted as counsel to Integrated.com, Inc., a Nevada corporation ("Company"), in connection with its Registration Statement on Form SB-2 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-13.1 5 Integrated.Com, Inc. FINANCIAL STATEMENTS August 31, 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 August 31, 1999, and the related statements of operations, stockholders' equity and cash flows from June 23, 1999 (date of inception) to August 31, 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 August 31, 1999 and the results of its operations and its cash flows from June 23, 1999 (date of inception) to August 31, 1999 in conformity with generally accepted accounting principles. By:/s/Davis & Ellsworth, LLP Davis & Ellsworth, LLP September 23, 1999 Integrated.Com, Inc. A DEVELOPMENT STAGE COMPANY BALANCE SHEET August 31, 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 August 31, 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 23, 1999 (Inception) to August 31, 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 August 31, 1999 Common Stock Number Retained Earnings of during Development Shares Amount Stage Issued for Cash June 23, 1999 0.00 $ 0 Net Income June 23, 1999 (Inception) to August 31, 1999 ______ ______ ________ Balance August 31, 1999 0.00 $ 0 $ 0 See accompanying notes to financial statements. 4 Integrated.Com, Inc. A DEVELOPMENT STAGE COMPANY STATEMENT OF CASH FLOWS June 23, 1999 (Inception) to August 31, 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 0 Net Cash (Used) In Operating Activities 0 CASH FLOWS FROM INVESTING ACTIVITIES 0 CASH FLOWS FROM FINANCING ACTIVITIES 0 Net Increase in Cash 0 Cash June 23, 1999 $ 0 Cash August 31, 1999 $ 0 See accompanying notes to financial statements. 5 Integrated.Com, Inc. A DEVELOPMENT STAGE COMPANY NOTES TO FINANCIAL STATEMENTS June 23, 1999 (Inception) to August 31, 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 August 31, 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 23, 1999 (inception) to August 31, 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 23, 1999 (Inception) to August 31, 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 6 Law Office of Shawn F. Hackman, a P.C. 3360 West Sahara Avenue, Suite 200 Las Vegas, Nevada 89102 October 21, 1999 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 Dear Sir/Madame: We have acted as counsel to Integrated.com, Inc., a Nevada corporation ("Company"), in connection with its Registration Statement on Form SB-2 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 7 Davis & Ellsworth, LLP Certified Public Accountant 6350 Black Swan Lane Las Vegas, Nevada 89118 October 21, 1999 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 Dear Sir or Madame: As a certified public accountant, I hereby consent to the inclusion to the Form SB-2 Registration Statement of my report dated August 31, 1999 in Integrated.com, Inc.'s Audited Financial Statement for the period ending August 31, 1999, and to all references my firm included in this Registration Statement. Sincerely, By:/s/Davis & Ellsworth, LLP Davis & Ellsworth EX-27.1 8
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