Security and Exchange Commission (SEC) Compliance:

Situation: A private land development company was presented with an opportunity to merge with another land development company that had gone public several years prior. The public company had an unsuccessful performance and was scaled back to a very limited operating company. Due to the relative values of the two companies by merging with the public company, the private company gained control of both the stockholder ownership and management of the combined companies. This combination of businesses is known as a "Reverse Merger". There was an immediate need for executive financial and accounting skills after the merger, however there was no senior financial expertise in either of these two companies.

IntegraGroup's Role: On the recommendation of the company's auditor, the company engaged IntegraGroup to support the immediate disclosure requirements of the pubic company merger. While audited financial statements were being prepared for the company's SEC Form 8-K filing, we accumulated and consolidated the historical information required for the pro forma statements. IntegraGroup also prepared the company's SEC annual report Form 10-K and quarterly reports, Forms 10-Q after the merger until a fulltime CFO could be hired.

Conclusion: The company under management by the formerly private company executives was able to maintain their compliance of public company reporting and disclosures for nine months while it conducted an orderly and successful search for a fulltime CFO. After the new CFO's hire, IntegraGroup supported the company's annual meeting by assisting in the proxy preparation and solicitation process as well as functioning as the inspector of election at the annual meeting.