UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. __)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
INTEGRATIVE HEALTH TECHNOLOGIES, INC.
- -------------------------------------
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies: Common
Stock, $.001 par value.
(2) Aggregate number of securities to which transaction applies: 180,458,487
shares of Common Stock.
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
INTEGRATIVE HEALTH TECHNOLOGIES, INC.
4940 Broadway, Suite 201
San Antonio, TX 78209
To the stockholders of Integrated Health Technologies, Inc.
Integrative Health Technologies, Inc., a Delaware corporation (the "Company")
has obtained the written consent of the stockholders holding a majority of the
common shares and the convertible preferred shares voting on an "as converted"
basis on October 16, 2006 (the "Consent"). The Consent authorizes the amendment
of our certificate of incorporation to effect a 1:200 reverse stock split (the
"Reverse Split"). This proposal was approved by the Board of Directors on
October 10, 2006.
The accompanying Information Statement is being provided to you for your
information to comply with requirements of the Securities and Exchange Act of
1934. The Information Statement also constitutes notice of corporate action
without a meeting by less than unanimous consent of the Company's stockholders
pursuant to Section 228(e) of the Delaware General Corporation Law. You are
urged to read the Information Statement carefully in its entirety. However, no
action is required on your part in connection the Amendment and the Reverse
Split. No meeting of the Company's stockholders will be held or proxies
requested for these matters since they have already been approved by the
requisite written consent of the holders of a majority of the common shares and
the convertible preferred shares voting on an "as converted" basis.
Under the rules of the Securities and Exchange Commission, the Amendment and the
Reverse Split cannot become effective until at least 20 days after the
accompanying Information Statement has been distributed to the stockholders of
the Company.
By order of the Board of Directors
/s/ Gilbert R. Kaats, Ph.D.
--------------------------------
Gilbert R. Kaats, Ph.D.
Chairman and CEO
November 24, 2006
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INTEGRATIVE HEALTH TECHNOLOGIES, INC.
4940 Broadway, Suite 201
San Antonio, TX 78209
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This information statement is being mailed on or about December 1, 2006, to the
holders of record at the close of business on November 30, 2006 of shares of
common stock, $.001 par value (the "Shares") of Integrative Health Technologies,
Inc., a Delaware corporation (the "Company"). You are receiving this
information statement in connection with a written consent approved on October
16, 2006 by shareholders owning the majority of the Shares and the Company's
convertible preferred shares voting on an "as converted" basis, which consent
provides that the Company shall have the authority to amend our certificate of
incorporation to effect a 1:200 reverse stock split of our common stock. This
was approved by the Company's board of directors on October 10, 2006.
INFORMATION STATEMENT
GENERAL
The Company's current Certificate of Incorporation provides for an authorized
capitalization consisting of 200,000,000 shares of common stock, $.001 par value
(the "Common Stock"), and 20,000,000 shares of convertible preferred stock,
$.001 par value (the "Convertible Preferred Stock"). As of September 19, 2006,
there were 180,458,487 shares of Common Stock outstanding. In addition, as of
September 19, 2006, there were 20,000,000 shares of Convertible Preferred Stock
outstanding.
REVERSE SPLIT AND REDUCTION IN CONVERSION RATIO
At the effective time of the Reverse Split, all of the outstanding shares of our
outstanding Common Stock will be automatically converted into a smaller number
of shares, at the reverse split ratio of 1:200. In addition, the Board of
Directors has authorized a reduction in the conversion ratio of the Convertible
Preferred Stock set forth in Article 3(a) of the Certificate of Designation of
the Rights and Preferences from four hundred (400) shares of fully paid and
nonassessable shares of Common Stock to two (2) shares of fully paid and
nonassessable shares of Common Stock.
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PURPOSE OF THE REVERSE SPLIT
The purpose of the Reverse Split is to reduce the number of outstanding shares
in an effort to increase the market value of the remaining outstanding shares.
In approving the Reverse Split, the board of directors considered that the
Company's Common Stock may not appeal to brokerage firms that are reluctant to
recommend lower priced securities to their clients. Investors may also be
dissuaded from purchasing lower priced stocks because the brokerage commissions,
as a percentage of the total transaction, tend to be higher for such stocks.
Moreover, the analysts at many brokerage firms do not monitor the trading
activity or otherwise provide coverage of lower priced stocks. The Board of
Directors also believes that most investment funds are reluctant to invest in
lower priced stocks.
The Board of Directors proposed the Reverse Split as one method to attract
investors and locate business opportunities in the Company. The Company believes
that the Reverse Split may improve the price level of the Company's Common Stock
and that this higher share price could help generate additional interest in the
Company.
However, the effect of the Reverse Split upon the market price for the Company's
Common Stock cannot be predicted, and the history of similar stock split
combinations for companies in like circumstances is varied. There can be no
assurance that the market price per share of the Company's Common Stock after
the Reverse Split will rise in proportion to the reduction in the number of
shares of Common Stock outstanding resulting from the Reverse Split. The market
price of the Company's Common Stock may also be based on its performance and
other factors, some of which may be unrelated to the number of shares
outstanding.
POTENTIAL RISKS OF THE REVERSE SPLIT
There can be no assurance that the bid price of the Company's Common Stock will
continue at a level in proportion to the reduction in the number of outstanding
shares resulting from the Reverse Split, that the Reverse Split will result in a
per share price that will increase its ability to attract employees and other
service providers or that the market price of the post-split Common Stock can be
maintained. The market price of the Company's Common Stock will also be based on
its financial performance, market condition, the market perception of its future
prospects and the Company's industry as a whole, as well as other factors, many
of which are unrelated to the number of shares outstanding. If the market price
of the Company's Common Stock declines after the Reverse Split, the percentage
decline as an absolute number and as a percentage of the Company's overall
capitalization may be greater than would occur in the absence of a Reverse
Split.
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POTENTIAL EFFECTS OF THE REVERSE SPLIT
GENERAL. For each holder of Common Stock, the number of shares held will be
reduced by the Reverse Split as follows: the number of shares held before the
Reverse Split will be divided by 200, and if the result has a fractional
component, the result will be rounded up to the next whole number. By way of
example, a shareholder with 200,001 shares of Common Stock before the Reverse
Split will hold 1,001 shares of Common Stock upon completion of the Reverse
Split.
The rounding up of fractional shares will effect a small change in the relative
per cent ownership of the respective common shareholders. This change is not
expected to be material.
For each holder of Convertible Preferred Stock, the number of shares held will
be unchanged by the Reverse Split. However, the conversion rights will be
amended so that the number of shares of Common Stock to which the holder of
Convertible Preferred Stock would be entitled to upon conversion will be reduced
by a factor of 200 from 400:1 to 2:1. By way of example, a shareholder with 500
shares of Convertible Preferred Stock could convert these to 200,000 shares of
Common Stock prior to the Reverse Split. Upon completion of the Reverse Split,
the same 500 share of Convertible Preferred Stock could convert to 1,000 shares
of Common Stock.
ACCOUNTING MATTERS. The Reverse Split will not affect the par value of the
Company's Common Stock. As a result, on the effective date of the Reverse Split,
the stated par value capital on the Company's balance sheet attributable to
Common Stock would be reduced from its present amount by a fraction that equals
one divided by 200, and the additional paid-in capital account shall be credited
with the amount by which the stated capital is reduced. The per share net income
or loss and net book value per share will be increased because there will be
fewer shares.
EFFECT ON AUTHORIZED AND OUTSTANDING SHARES. Based on the stockholdings at
September 19, 2006, there will be approximately 180,458,487 shares of Common
Stock issued and outstanding. As a result of the Reverse Split, the number of
shares of capital stock issued and outstanding (as well as the number of shares
of Common Stock underlying any options, warrants, convertible debt or other
derivative securities) will be reduced to the number of shares of capital stock
issued and outstanding immediately prior to the effectiveness of the Reverse
Split, divided by two hundred (200), plus any shares issued to round up
fractional shares.
As stated above there will be no change in the number of issued and outstanding
shares of Convertible Preferred Stock. There will be 20,000,000 such shares
authorized, issued and outstanding before and after the reverse split. The
conversion rights will be amended as set out above. There will be no change to
the number of authorized shares of Common Stock or Convertible Preferred Stock
as a result of the Reverse Split.
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With the exception of the number of shares issued and outstanding, the rights
and preferences of the shares of capital stock prior and subsequent to the
Reverse Split will remain the same. It is not anticipated that the Company's
financial condition, the percentage ownership of management, the number of
shareholders, or any aspect of the Company's business would materially change,
solely as a result of the Reverse Split. The Reverse Split will be effectuated
simultaneously for all of the Company's Common Stock and the exchange ratio will
be the same for all shares of the Company's Common Stock. The Reverse Split will
affect all of our shareholders uniformly and will not affect any shareholder's
percentage ownership interests in the Company or proportionate voting power,
except to the extent caused by rounding up fractional shares. The Reverse Split
will not alter the respective voting rights and other rights of shareholders.
The Company will continue to be subject to the periodic reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company's Common Stock is currently registered under Section 12(g) of the
Exchange Act and as a result, is subject to periodic reporting and other
requirements. The proposed Reverse Split will not affect the registration of the
Company's Common Stock under the Exchange Act.
The Reverse Split is not intended as, and will not have the effect of, a "going
private transaction" covered by Rule 13e-3 under the Exchange Act.
INCREASE OF SHARES OF ALL CLASSES OF CAPITAL STOCK AVAILABLE FOR FUTURE
ISSUANCE. As a result of the Reverse Split, there will be a reduction in the
number of shares of Common Stock issued and outstanding and an associated
increase in the number of authorized shares which would be unissued and
available for future issuance after the Reverse Split. The increase in available
shares could be used for any proper corporate purpose approved by the Board of
Directors including, among other purposes, future financing transactions.
EFFECTIVENESS OF THE REVERSE SPLIT
The Reverse Split will become effective after the filing with the Secretary of
State of the State of Delaware of the Restated Certificate of Incorporation
(attached hereto as Exhibit "A"). It is expected that such filing will take
place on or about the date that is 20 calendar days after the mailing of this
Information Statement.
EXCHANGE OF CERTIFICATES AFTER SPLIT. It will not be necessary for stockholders
to exchange their old certificates. However, after the effective date of the
Reverse Split, those stockholders who wish to obtain new certificates should
contact the transfer agent, Interwest Transfer Company, Attn: Ms. Stacie Banks,
1981 East Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, UT
84117.
TAX IMPACT OF THE REVERSE SPLIT. The following discussion summarizing material
federal income tax consequences of the Reverse Split is based on the Internal
Revenue Code of 1986, as amended (the "Code"), the applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practices in effect on the date this Information
Statement was first mailed to shareholders. This discussion does not discuss
consequences that may apply to special classes of taxpayers (e.g., non-resident
aliens, broker-dealers, or insurance companies). Stockholders should consult
their own tax advisors to determine the particular consequences to them.
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The receipt of the Common Stock following the effective date of the Reverse
Split, solely in exchange for the Common Stock held prior to the Reverse Split,
will not generally result in a recognition of gain or loss to the shareholders.
Although the issue is not free from doubt, additional shares received in lieu of
fractional shares, including shares received as a result of the rounding up of
fractional ownership, should be treated in the same manner. The adjusted tax
basis of a shareholder in the Common Stock received after the Reverse Split will
be the same as the adjusted tax basis of the Common Stock held prior to the
Reverse Split exchanged therefor, and the holding period of the Common Stock
received after the Reverse Split will include the holding period of the Common
Stock held prior to the Reverse Split exchanged therefor.
No gain or loss will be recognized by the Company as a result of the Reverse
Split. The Company's views regarding the tax consequences of the Reverse Split
are not binding upon the Internal Revenue Service or the courts, and there can
be no assurance that the Internal Revenue Service or the courts would accept the
positions expressed above.
THIS SUMMARY IS NOT INTENDED AS TAX ADVICE TO ANY PARTICULAR PERSON. IN
PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE
SHARES OF COMMON STOCK ARE HELD AS "CAPITAL ASSETS" AS DEFINED IN THE CODE, AND
DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY'S
SHAREHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS
WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH
AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES,
FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES
NOT ADDRESS ANY CONSEQUENCES OF THE REVERSE SPLIT UNDER ANY STATE, LOCAL OR
FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF THE REVERS SPLIT MAY
VARY AS TO EACH STOCKHOLDER DEPENDING ON THE STATE IN WHICH SUCH STOCKHOLDER
RESIDES. AS A RESULT, IT IS THE RESPONSIBILITY OF EACH SHAREHOLDER TO OBTAIN AND
RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE
FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF THE REVERSE SPLIT,
INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION
OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH
THE REVERSE SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE
RESPONSIBILITY OF EACH SHAREHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL,
STATE AND LOCAL TAX RETURNS.
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APPROVAL OF PROPOSED AMENDMENT.
Under the Delaware General Corporation Law, the Proposed Amendment relating to
the Reverse Split must be approved in writing by the holders of at least a
majority of the voting stock of the Company. This means holders of a majority
of the Common Stock and Convertible Preferred Stock, voting on an "as converted"
basis. The following persons voted their approval and collectively represent
52.4 % of the voting stock of the Company:
Gilbert R. Kaats
Shirlie Kaats
Samuel C. and Patty L. Keith
Gregory Kaats
Roderic Kaats
Gary and Tricia Tschirhart
Kristi Hobbs
The Proposed Amendment, therefore, has been approved by the stockholders of the
Company, and the Reverse Split will become effective after the filing with the
Secretary of State of the State of Delaware of the Amendment to the Certificate
of Incorporation, which is attached hereto as Exhibit "A". It is expected that
such filing will take place on or about December 22, 2006, which is the date
that is 20 calendar days after the mailing of this Information Statement.
Because the Proposed Amendment already has been approved, you are not required
to take any action at this time; however, at your option, you may submit a
written consent to the Proposed Amendment. This information statement is your
notice that the proposal concerning the Reverse Split has been approved; you
will receive no further notice when the change becomes effective.
SHARE CERTIFICATES.
Following the Reverse Split, the share certificates you now hold will continue
to be valid. In the future, new share certificates will contain a legend
reflecting the reverse split, but this in no way will affect the validity of
your current share certificates.
OUTSTANDING VOTING SECURITIES.
At the close of business on September 19, 2006, there were 180,458,487 shares of
Common Stock and 20,000,000 shares of Convertible Preferred Stock issued and
outstanding. These constitute the only voting securities of the Company. At any
meeting of shareholders, each shareholder is entitled to cast one vote for each
share of Common Stock held by the shareholder and one vote for each share of
Common Stock that the shareholder would hold if all shares of Convertible
Preferred Stock held by the shareholder were converted to Common Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
Set out below is the ownership, as of October 15, 2006, of our Common Stock by
each person known by us to be the beneficial owner of more than 5% of our
outstanding Common Stock, our directors, and our executive officers and
directors as a group. To the best of our knowledge, the persons named have sole
voting and investment power with respect to such shares, except as otherwise
noted. There are not any pending or anticipated arrangements that may cause a
change in control of the Company.
SECURITY OWNERSHIP OF CERTAIN OWNERS
NAME AND ADDRESS OF BENEFICIAL OWNERS SHARES BENEFICIALLY OWNED (1) PERCENT OF TOTAL COMBINED VOTES
Gilbert R. Kaats-Director, CEO and President 2,760,750,000 Convertible Preferred Stock (1) 34.0%
4940 Broadway, San Antonio, TX 78209 11,000,000 Common Stock
2,771,750,000 Total Shares
Samuel C. Keith, Director 200,000,000 Convertible Preferred Stock (1) 2.5%
813 Eventide, San Antonio, TX 78209 2,500,000 Common Stock
202,500,000 Total Shares
The Gale Trust 2,082,750,000 Convertible Preferred Stock (1) 25.5%
3346 Commercial Ave, Northbrook, IL. 60062
Ovideo Pugnale, Director - 0.00%
2140 Hidden Woods Blvd, Beaver Creek, Ohio 45431
Shirlie Kaats-Wife of Gil Kaats 500,000,000 Convertible Preferred Stock (1) 6.1%
4940 Broadway, San Antonio, TX 78209
Directors and Officers as a Group (3) 2,960,750,000 Convertible Preferred Stock (1) 36.4%
13,500,000 Common Stock
2,974,250,000 Total Shares
(1) The beneficial owner of the shares exercise sole voting and investment
powers. Represents ownership of Class A Convertible Preferred Stock of which
8,000,000,000 shares are currently outstanding. Each share of Class A
Convertible Preferred Stock is convertible into four hundred (400) shares of
common stock and currently votes on an "as converted" basis with the shares of
common stock on all matters, including voting on the election of directors.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Except as set forth above, no director or officer of the Company or nominee for
election as a director of the Company or associate of any director or officer of
the Company has a substantial interest in the Proposed Amendment. No director of
the Company has informed the Company in writing that such director intends to
oppose the adoption of the Proposed Amendment. No security holder entitled to
vote at a meeting or by written consent has submitted to the Company any
proposal.
By Order of the Board of Directors.
/s/ Gilbert R. Kaats, Ph.D.
----------------------------
Gilbert R. Kaats, Ph.D.
Chairman, CEO and President
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION OF:
INTEGRATIVE HEALTH TECHNOLOGIES, INC. (FKA SENTICORE INC., AND HOJO HOLDINGS,
INC.)
The undersigned, for the purpose of operating a corporation under the laws of
the State of Delaware originally formed as Hojo Holdings, subsequently renamed
Senticore, Inc. and, as of July 18, 2006 renamed Integrative Health
Technologies, Inc, does hereby restate the Certificate of Incorporation of the
corporation pursuant to Section 245 of the Delaware General Corporation Law as
follows:
ARTICLE ONE - NAME AND MAILING ADDRESS
The name of the corporation is Integrative Health Technologies, Inc. and the
mailing address of this corporation is 4940 Broadway, Suite 201, San Antonio,
TX. 78209. The corporation has been authorized to conduct business in the State
of Texas and will take whatever steps are necessary to maintain this
authorization.
ARTICLE TWO - CORPORATE DURATION
The duration of the corporation is perpetual.
ARTICLE THREE - PURPOSE
This corporation is organized to engage in any trade or business that is
lawful for a Business Development Company and that, in the opinion of the
board of directors of the corporation, is related to the healthcare or
nutritional industries. A resolution of the board of directors stating that a
trade or business is related to the healthcare or nutritional industries shall
be conclusive evidence that such trade or business is so related.
ARTICLE FOUR - CAPITAL STOCK
The aggregate number of shares which the corporation is authorized to issue is
200,000,000 shares of a single class of common stock having a par value of
$0.001 per share and 20,000,000 shares of a single class of preferred stock
having a par value of $0.001 per share. Each share of preferred stock is
convertible at the option of its holder to 2 shares of common stock.
There shall be a "Reverse Stock Split" on the Effective Date (as defined below)
as follows: Each share of Common Stock, par value $.001 per share (the "Old
Common Stock"), issued and outstanding immediately prior to the Effective Date
shall be converted on the Effective Date into one-two hundredth (1/200th) of a
share of Common Stock, par value $.001 per share (the "New Common Stock"). The
Corporation shall not issue fractional shares on account of the Reverse Stock
Split. Any fractional share resulting from such change will be rounded upward
to the next higher whole share of New Common Stock as follows: Each outstanding
stock certificate which immediately prior to the Effective Date represented one
or more shares of Old Common Stock shall thereafter, automatically and without
the necessity of surrendering the same for exchange, represent the number of
whole shares of New Common Stock determined by multiplying the number of shares
of Old Common Stock represented by such certificate immediately prior to the
Effective Date by one-two hundredth (1/200th) and rounding such number up to the
nearest whole number.
Each holder of Old Common Stock shall be entitled to receive a certificate
representing the number of whole shares of New Common Stock into which such Old
Common Stock is reclassified.
"Effective Date" means the date on which the Reverse Stock Split is declared
effective by NASDAQ.
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ARTICLE FIVE - REGISTERED OFFICE AND AGENT
The street address of the current registered office of the corporation is 4940
Broadway, Suite 201 San Antonio, TX and the name of its initial registered
agent at such address, is Todd Prins, attorney at law.
ARTICLE SIX - DIRECTORS
The number of directors constituting the board of directors of the
corporation is four. The number of directors may be either increased or
decreased from time to time by the Bylaws, but shall never be less than one (1).
The name and address of each person currently serving as members of the board of
directors are: Gilbert R. Kaats, Chairman; Shirlie Kaats, Samuel C. Keith, and
Ovidio Pugnale. The address for all directors is 4940 Broadway, Suite 201, San
Antonio, TX, 78209.
ARTICLE SEVEN - INCORPORATORS
The name and address of the person signing these Articles of Incorporation is:
Gilbert R. Kaats, Chairman, 4940 Broadway, Suite 201, San Antonio, TX, 78209.
ARTICLE EIGHT - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former officer
or director, to the fullest extent permitted by law.
ARTICLE NINE - AMENDMENT
This corporation reserves the right to amend or repeal any provisions contained
in these Articles of Incorporation, or any amendment thereto, and any right
conferred upon the shareholders is subject to this reservation.
Dated: November 15, 2006.
The undersigned being the President and Chief Executive Officer of the
corporation hereby acknowledges that the forgoing is a true and correct copy of
the Restated Certificate of Incorporation of Integrative Health Technologies,
Inc., and it is the act and deed of the corporation, duly adopted by the
shareholders and the Board of Directors of the corporation on October 10, 2006,
and the facts stated therein are true.
INTEGRATIVE HEALTH TECHNOLOGIES, INC.
By_______________________________________
Gilbert R. Kaats
President and CEO
Notary Public of Texas
[SEAL]
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