UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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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 30, 2006
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INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA 0-23511 87-0412182
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
1301 NORTH TUSTIN AVENUE
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices) (Zip Code)
(714) 953-3503
(Registrant's telephone number,
including area code)
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 30, 2006, the Audit Committee of the Board of Directors of
Integrated Healthcare Holdings, Inc. (the "Company") dismissed Ramirez
International Financial and Accounting Services, Inc (Ramirez International) as
its independent registered public accounting firm, and engaged BDO Seidman, LLP.
to serve as the Company's independent registered public accounting firm for the
current fiscal year.
The audit reports of Ramirez International on the consolidated financial
statements of the Company as of and for the years ended December 31, 2005 and
2004, did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to audit scope or accounting principles except that the
report dated July 11, 2006 was modified to include an explanatory paragraph
concerning the uncertainty as to the Company's ability to continue as a going
concern.
During the two most recent fiscal years ended December 31, 2005 and 2004, and
from December 31, 2005 through the effective date of Ramirez International's
dismissal (the "Relevant Period"), there have been no disagreements between the
Company and Ramirez International on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to their satisfaction, would have caused Ramirez
International to make reference to the subject matter of such disagreements in
connection with its reports.
During the Relevant Period, neither the Company nor (to the Company's knowledge)
anyone acting on behalf of the Company consulted with BDO Seidman, LLP. with
respect to the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, or any other matters or
reportable events described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
In addition, during the Relevant Period, there were no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-K, except as described below:
As previously disclosed by the Registrant in its Annual Report on Form
10-K for the year ended December 31, 2005, Ramirez International advised
that the Registrant did not maintain effective internal control over
financial reporting. It was determined that the Company's system of
disclosure controls and procedures was not effective as of March 31,
June 30, September 30 and December 31, 2005, and the Company's systems
of internal control over financial reporting was not effective as of
December 31, 2005, due to the presence of certain material weaknesses.
These weaknesses contributed to the need for restatements of our
financial statements for the quarterly periods ended March 31, June 30
and September 30, 2005. Management identified that the Company's
research and analysis of complex accounting issues was inadequate.
Further, as previously disclosed by the Registrant in its filings on
Forms 10-Q and 10Q/A for the quarters ended March 31, June 30 and
September 30, 2006, the Company's management determined that
restatements were necessary as a result of errors that resulted from a
material weakness in the Company's internal controls over the timely
preparation and review of account reconciliations.
Although the types of complex transactions giving rise to the
restatements are expected to occur very infrequently, management
concluded that its process of analyzing and accounting for complex
financial transactions required improvement. In addition to inadequate
expertise, due to business exigencies there was a lack of complete
accounting analysis of these transactions until after they were
completed, which contributed to an incomplete accounting analysis.
The subject matter of the material weaknesses described above was discussed with
Ramirez International by the Registrant's management and the Audit Committee of
the Board of Directors of the Registrant.
Registrant has provided to Ramirez International a copy of the disclosures set
forth above and requested Ramirez International to furnish a letter addressed to
the U.S. Securities and Exchange Commission (the "SEC") stating whether it
agrees with the statements made by Registrant and, if not, stating the respects
in which it does not agree. A copy of Ramirez International's letter, dated
December 5, 2006, addressed to the SEC regarding the disclosures is attached as
Exhibit 16.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
16.1 Letter dated December 5, 2006 from Ramirez
International to the United States Securities and
Exchange Commission
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEGRATED HEALTHCARE HOLDINGS, INC.
Date: December 5, 2006 By: /s/ Steven R. Blake
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Steven R. Blake
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter dated December 5, 2006, from Ramirez International to
the United States Securities and Exchange Commission