SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 25, 1997
INTEGRAL HEALTH, INC.
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(Exact name of Registrant as specified in its charter)
Nevada
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(State or other jurisdiction of Incorporation or organization
33-55254-20 87-0438452
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(Commission File Number) (I.R.S. Employer Identification No.)
422 Flint Street, Reno, Nevada 89501
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(Address of principal executive offices) (Zip Code)
(702) 825-4342
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(Registrant's telephone number, including area code)
3098 South Highland Drive, Suite 460, Salt Lake City, Utah 84106
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent accountants.
(i) On November 25, 1997, the Registrant dismissed Smith & Company as the
independent auditors for the Registrant. The dismissal of Smith & Company was
not as a result of any disagreement with the Registrant but simply as a result
of the recent change of control of the Registrant on October 16, 1997, as
reported in the Current Report on Form 8-K filed on October 23, 1997.
(ii) None of the principal accountant's report on the financial statements
of the Registrant has contained an adverse opinion or a disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope, or accounting
principles.
(iii) Not applicable.
(iv) During the preceding two years and any subsequent interim period
preceding their dismissal, the Registrant had no disagreements with the
principal accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the principal accountants,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
(v) None of the kinds of events listed in paragraph (a)(1)(v)(A) through
(D) of Regulation S-k Item 304 occurred during the two most recent fiscal years
and any subsequent interim periods.
(b) Engagement of New Independent Accountants.
On November 25, 1997, the Registrant's board of Directors formally engaged
Jones, Jensen & Company of Salt Lake City, Utah, as its new principal
accountants (the "new accounting firm") to audit the Registrant's financial
statements.
The Registrant, during the two most recent fiscal years and any subsequent
interim period prior to the engagement of the new accounting firm, did not
consult with the new accounting firm with regard to any of the matters listed in
Regulation S-K Items 304(a)(2)(i) or (ii).
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(c) Exhibits.
Letter from Smith & Company re change in certifying accountant.
Page 2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
INTEGRAL HEALTH, INC.
(Registrant)
Date: December 1, 1997 /S/ Dr. Graham Simpson
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By: Dr. Graham Simpson
Its: President
Date: December 1, 1997 /S/ Dr. Dell Marting
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By: Dr. Dell Marting
Its: Secretary
Date: December 1, 1997 /S/ Dr. Dell Marting
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By: Dr. Dell Marting
Its: Chief Financial Officer
Page 3
SMITH & COMPANY
November 25, 1997
Mr. Graham Simpson, President
Integral Health, Inc. (formerly Alpaca, Inc.)
4600 Kietzke Lane, Suite E147
Reno, Nevada 89502
Dear Mr. Simpson:
This is to confirm that the client-auditor relationship between Integral
Health, Inc. (SEC File No. 33-55254-20) and Smith & Company has ceased,
effective November 24, 1997. This also confirms that we have read Item 4 of the
Current Report on 8-K dated December 1, 1997 for Integral Health, Inc. and agree
with the statements contained therein.
Very truly yours,
Smith & Company
/S/ William R. Denney
By: William R. Denney