ALPACA INC
8-K, 1997-12-02
BLANK CHECKS
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                       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.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                     Nevada
           ------------------------------------------------------------
          (State or other jurisdiction of Incorporation or organization


      33-55254-20                                      87-0438452
- ------------------------                   -----------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

422 Flint Street, Reno, Nevada                                         89501
- ------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (702) 825-4342
               -------------------------------------------------
              (Registrant's telephone number, including area code)

        3098 South Highland Drive, Suite 460, Salt Lake City, Utah 84106
        ----------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>
                                                   
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
 
<PAGE>
                                   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               
                                        -----------------------------           
                                        By:  Dr. Graham Simpson
                                        Its: President



Date: December 1, 1997                  /S/  Dr. Dell Marting                   
                                        -----------------------------          
                                        By: Dr. Dell Marting
                                        Its: Secretary



Date: December 1, 1997                  /S/  Dr. Dell Marting                   
                                        ----------------------------- 
                                        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



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