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February 20, 2007 Writer's Direct Contact
213/892-5290
ASussman@mofo.com
VIA EDGAR AND FACSIMILE (202) 772-9217
Ms. Vanessa Robertson
Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 6010
Washington, D.C. 20549
Re: INTEGRATED HEALTHCARE HOLDINGS, INC. - STAFF COMMENT LETTER DATED
NOVEMBER 6, 2006
Item 4.02 Form 8-K
Filed October 31, 2006
File No. 000-23511
Dear Ms. Robertson:
On behalf of Integrated Healthcare Holdings, Inc. (the "COMPANY"), this letter
responds in writing to your comment letter dated November 2, 2006 and our
subsequent telephone calls regarding the above-referenced Form 8-K filed by the
Company. The relevant text from the comment letter has been included below,
along with the Company's responses.
1. PLEASE EXPAND THE DISCLOSURE IN YOUR FILING TO ADDRESS WHAT CAUSED THE
ERRORS THAT RESULTED IN THE OVERSTATEMENT OF NET REVENUES AND PATIENT ACCOUNT
RECEIVABLE FOR SERVICES PROVIDED UNDER CAPITATED ACCOUNTS.
As we discussed by telephone, the Company provided new disclosure in its
amendments to Forms 10-Q for the quarters ended March 31, 2006 and June 30, 2006
(filed on November 3, 2006 and November 7, 2006, respectively), further
explaining the errors that resulted in the overstatement of net revenues and
patient account receivables. The Company has indicated that these errors were
the result of a mechanical error in reconciling the related control accounts,
and did not involve estimates or judgment in the application of accounting
principles.
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MORRISON | FOERSTER
Ms. Vanessa Robertson
February 20, 2007
Page Two
2. PLEASE TELL US WHETHER YOU HAVE RECONSIDERED, IN ACCORDANCE WITH ITEM 307
OF REGULATION S-K, THE ADEQUACY OF YOUR PREVIOUS ASSERTIONS IN YOUR MARCH 31,
2006 FORM 10-Q AND JUNE 30, 2006 FORM 10-Q REGARDING YOUR DISCLOSURE CONTROLS
AND PROCEDURES.
Yes. In its amendments to Forms 10-Q for the quarters ended March 31, 2006 and
June 30, 2006, the Company disclosed that it has re-evaluated the effectiveness
of its disclosure controls and procedures, and identified certain material
weaknesses as of such dates.
* * * * *
In connection with the Company's responses to the Staff, including our
discussions via telephone, we hereby represent, on behalf of the Company, that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filings referenced in this letter;
o staff comments or changes to disclosure in the Company's responses
to Staff comments do not foreclose the Commission from taking any action
with respect to the filings referenced in this letter; and
o the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Should you have any further questions or comments regarding this matter, please
direct them to the undersigned at (213) 892-5290. Our facsimile number is (323)
210-1159.
Very truly yours,
/s/ Allen Z. Sussman
Allen Z. Sussman
cc: Mr. Steven R. Blake -- Integrated Healthcare Holdings, Inc.