SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarter Ended: September 30, 1997; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 8 For the transition period _________ to __________
Commission File Number: 33-55254-20
INTEGRAL HEALTH, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0438452
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
422 Flint Street, Reno, Nevada 89501
- ----------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(702) 825-4342
----------------------------------------------------
(Registrant's telephone number, including area code)
Alpaca, Inc. - 3098 South Highland Drive, Suite 460, Salt Lake City, Utah 84106
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
On September 30, 1997, there were 1,000,000 shares of the registrant's
Common Stock, $0.001 par value, outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The condensed financial statements included herein have been prepared by
the Company, without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosure
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of September 30, 1997 and the results of its operations and changes
in its financial position from inception through September 30, 1997 have been
made. The results of its operations for such interim period is not necessarily
indicative of the results to be expected for the entire year.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company has had no operational history and has yet to engage in
business of any kind. All risks inherent in new and inexperienced enterprises
are inherent in the Company's business. The Company has not made a formal study
of the economic potential of any business. At the present, the Company has not
identified any assets or business opportunities for acquisition.
As of September 30, 1997, the Company has no liquidity and no presently
available capital resources, such as credit lines, guarantees, etc. and should a
merger or acquisition prove unsuccessful, it is possible that the Company may be
dissolved by the State of Nevada for failing to file reports, at which point the
Company would no longer be a viable corporation under Nevada law and would be
unable to function as a legal entity. Should management decide not to further
pursue its acquisition activities, management may abandon its activities and the
shares of the Company would become worthless. However, the Company's officers,
directors and major shareholder have made an oral undertaking to make loans to
the Company in amounts sufficient to enable it to satisfy its reporting
requirements and other obligations incumbent on it as a public company, and to
commence, on a limited basis, the process of investigating possible merger and
acquisition candidates. The Company's status as a publicly-held corporation may
enhance its ability to locate potential business ventures. The loans will be
interest free and are intended to be repaid at a future date, if and when the
Company shall have received sufficient funds through any business acquisition.
The loans are intended to provide for the payment of filing fees, printing and
copying fees and other miscellaneous fees.
Based on current economic and regulatory conditions, Management has
believed that it would be possible, for a company like the Company, without
assets or liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public." However, should any of these conditions change, it is
very possible that there would be little or no economic value for anyone taking
over control of the Company. Subsequent to the date of the balance sheet, the
company completed the acquisition of the assets and business of Montreux Group,
Inc, a Nevada Corporation and Montreux Investment Circle L.L.C., a Nevada
Limited Liability Company.
Page 2
<PAGE>
INTEGRAL HEALTH, INC.
(formerly ALPACA, INC.)
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
September 30, Dec. 31,
1997 1996
------------ ----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ 0 $ 0
------------- ----------
TOTAL CURRENT ASSETS 0 0
============= ===========
$ 0 $ 0
============= ===========
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts Payable $ 0 $ 0
-------------- -----------
TOTAL CURRENT LIABILITIES -0- -0-
STOCKHOLDERS' EQUITY Common Stock, $.001 par value:
Authorized - 100,000,000 shares
Issued & outstanding
1,000,000 shares 1,000 1,000
Additional paid-in capital 1,000 1,000
Deficit accumulated during
the development stage (2,000) (2,000)
--------------- -----------
TOTAL STOCKHOLDERS' EQUITY 0 0
=============== ===========
$ 0 $ 0
=============== ===========
</TABLE>
Page 3
<PAGE>
INTEGRAL HEALTH, INC.
(formerly ALPACA, INC.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
For the three months For the Nine months (Date of
ended September 30 ended September 30 inception)
1997 1996 1997 1996 to 9/30/97
Unaudited Unaudited Unaudited
-------------------- ------------------- ----------
<S> <C> <C> <C> <C> <C>
Net Sale $ 0 $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0 0
-------- -------- -------- --------- ----------
GROSS PROFIT (LOSS) 0 0 0 0 0
General and
Administrative expenses 0 0 0 0 2,000
-------- -------- -------- --------- ----------
NET INCOME (LOSS) $ 0 $ 0 $ 0 $ 0 $ (2,000)
-------- -------- -------- --------- ----------
Net income (loss)
per weighted $ .00 $ .00 $ .00 $ .00
Average common shares -------- -------- -------- --------- ----------
Weighted average number
common shares used
to compute net
income (loss) 1,000,000 1,000,000 1,000,000 1,000,000
--------- --------- --------- ---------
</TABLE>
Page 4
<PAGE>
INTEGRAL HEALTH, INC.
(formerly ALPACA, INC.)
(A Development Stage Company)
Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
Par Value $.001 Paid-in Retained
Shares Amount Capital Deficit
--------------------- ---------------------
<S> <C> <C> <C> <C>
Balances at 4/16/86
(Date of inception) -0- $ -0- $ -0- $ -0-
Issuance of common stock
(restricted) At $.002
per share at 5/27/86 1,000,000 1,000 1,000
Net loss for period (1,950)
--------- --------- --------- ---------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950)
Net income for the year ( 10)
--------- --------- --------- ---------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,960)
Net income for the year ( 10)
--------- --------- --------- ---------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,970)
Net income for the year ( 10)
--------- --------- --------- ---------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980)
Net income for the year ( 10)
--------- --------- --------- ---------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990)
Net income for the year ( 10)
--------- --------- --------- ---------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000)
Net income for the year -0-
--------- --------- --------- ---------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000)
Net income for the year -0-
--------- --------- --------- ---------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000)
Net income for the year -0-
--------- --------- --------- ---------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000)
Net income for the year -0-
--------- --------- --------- ---------
Balances at 12/31/95 1,000,000 1,000 1,000 (2,000)
Net income for the year -0-
--------- --------- --------- ---------
Balances at 12/31/96 1,000,000 1,000 1,000 (2,000)
Net income for the year -0-
--------- --------- --------- ---------
Balances at 9/30/97 1,000,000 $ 1,000 $ 1,000 $ (2,000)
=+======= ========= ========= =========
</TABLE>
Page 5
<PAGE>
INTEGRAL HEALTH, INC.
(formerly ALPACA, INC.)
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
4/16/86
For the Nine months (Date of
ended September 30 inception)
1997 1996 to 9/30/97
Unaudited Unaudited
------------------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ -0- -0- $ (2,000)
Adjustments to reconcile
net income (loss) to cash
used by operating activities:
Amortization -0- -0- 50
-------- --------- -----------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES $ -0- -0- $ (1,950)
INVESTING ACTIVITIES
Organization Costs -0- -0- (50)
-------- --------- -----------
NET CASH USED BY
INVESTING ACTIVITIES -0- -0- (50)
FINANCING ACTIVITIES
Proceeds from sale of
common stock -0- -0- 2,000
-------- --------- -----------
NET CASH USED BY
FINANCING ACTIVITIES -0- -0- 2,000
-------- --------- -----------
INCREASE IN CASH
AND CASH EQUIVALENTS -0- -0- -0-
Cash and cash equivalents
at beginning of year -0- -0- -0-
-------- --------- -----------
CASH & CASH EQUIVALENTS
AT END OF PERIOD -0- -0- -0-
======== ========= ===========
</TABLE>
Page 6
<PAGE>
INTEGRAL HEALTH, INC.
(formerly ALPACA, INC.)
(A Development Stage Company)
Notes to Financial Statements
Note 1. Subsequent Acquisition
On October 16, 1997, the Registrant executed a definitive Acquisition
Agreement (the "Acquisition Agreement") with Montreux Group, Inc., a Nevada
Corporation ("Montreux Group") and Montreux Investment Circle L.L.C., a Nevada
Limited Liability Company ("Montreux Investment"), under which the Registrant
acquired all their right, title and interest in and under that certain Joint
Venture Agreement as amended April 20, 1996, between Montreux Group and Montreux
Investment. Under the terms of the joint venture agreement, the parties have
undertaken the development of MetaResorts located on the property known as
Coccoloba, Anguilla, Bristish West Indies and Tortuga del Sol, Cabo San Lucas,
Mexico. Montreux is also involved in the MetaCenter business and providing
medical information across the Internet.
Pursuant to the Acquisition Agreement the Registrant acquired the rights of
Montreux Group and Montreux Investments, with total assets in excess of $10.0
million, in exchange for 5,700,000 shares of the Registrant's common stock.
The acquisition was been approved by the respective boards of directors of
the Registrant, Montreux Group and Montreux Investment and was completed and
closed on October 23, 1997. Pro forma financial statements taking the
acquisitions into effect will be filed on Form 8-K within 60 days from the date
of the closing.
Page 7
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
At the present time there are no legal proceedings against the Company and
the Company is unaware of any unasserted claim or assessment which will have a
material effect on the financial position or future operations of the Company.
Item 2. Changes in Securities.
Not required.
Item 3. Defaults Upon Senior Securities.
Not required.
Item 4. Submission of Matters to a Vote of Security Holders.
Not required.
Item 5. Other Information.
Not required.
Item 6. Exhibits and Reports on Form 8-K.
(a) No exhibits have been filed with this Form 10-Q/A.
(b) No other reports on Form 8-K were filed during the last quarter of the
period covered.
Page 8
<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: November 5, 1997 /S/ Dr. Graham Simpson
---------------------------
By: Dr. Graham Simpson
Its: President
Date: November 5, 1997 /S/ Dr. Dell Marting
---------------------------
By: Dr. Dell Marting
Its: Chief Financial Officer
Date: November 5, 1997 /S/ Dr. Dell Marting
---------------------------
By: Dr. Dell Marting
Its: Secretary
Page 9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (1,000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
