8-K

                       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: DECEMBER 23, 2004
                        (Date of earliest event reported)



                            INCENTRA SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)


                                     NEVADA
                 (State or other jurisdiction of incorporation)



                333-16031                                   86-0793960
         (Commission File No.)                           (I.R.S. Employer
                                                        Identification No.)


                                1140 PEARL STREET
                             BOULDER, COLORADO 80302
               (Address of principal executive offices; zip code)

                                 (303) 440-7930
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if changed Since Last Report)

         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 (SEE General Instruction A.2. below):

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule  14-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule  13-4(e)  under the
          Exchange Act (17 CFR 240.13e-4(c))





       SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01         CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


(a)  Previous independent registered public accounting firm.

     (i) Prior to its acquisition by Incentra  Solutions,  Inc.,  ManagedStorage
International,  Inc.  ("MSI")  engaged KPMG LLP on June 14, 2004,  to conduct an
audit of MSI's  financial  statements as of and for the year ended  December 31,
2003.  MSI is  considered  to be the  accounting  acquirer  in the  transaction,
consummated on August 18, 2004, whereby MSI became a wholly-owned  subsidiary of
the registrant. On October 28, 2004, KPMG LLP informed the registrant that, upon
the issuance of its audit report on  financial  statements  of MSI as of and for
the year ended  December 31, 2003,  KPMG LLP would not continue as the principal
accountants  for the  registrant.  As of the date of this filing,  the financial
statements of MSI and the related audit report have not been issued. As reported
in our Current  Report on Form 8-K dated  November 5, 2004,  we have engaged GHP
Horwath as our new independent  registered public accounting firm for the fiscal
year ending  December 31, 2004. The decision to change  accountants was approved
by our board of directors.

     (ii) Through December 23, 2004,  there were no disagreements  with KPMG LLP
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved  to the  satisfaction  of KPMG  LLP,  would  have  caused  them to make
reference  in  connection  with  their  opinion  on the  subject  matter  of the
disagreement.

     (iii) Through December 23, 2004,  there were no reportable  events required
to be disclosed under paragraph 304(a)(1)(iv)(B) of Regulation S-B.

     (iv) The  registrant  has requested  that KPMG LLP furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether or not it
agrees with the above  statements.  A copy of such letter is attached as Exhibit
16 hereto.


(b)  New independent accountants

     (i) As previously reported in our Current Report on Form 8-K dated November
     5, 2004,  we have  engaged  GHP Horwath as our new  independent  registered
     public accounting firm for the fiscal year ending December 31, 2004.





                  SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

         NUMBER         DOCUMENTS
         ------         ---------
         16             Letter  dated  December  23,  2004 of KPMG  LLP,  former
                        registered public accounting firm.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                INCENTRA SOLUTIONS, INC.


Date:  December 23, 2004,                       By:      /s/ Thomas P. Sweeney
                                                    ---------------------------
                                                     Thomas P. Sweeney III
                                                     Chief Executive Officer

EX-16

                                                                      EXHIBIT 16


December 23, 2004

Securities and Exchange Commission
Washington, D.C.  20549


Ladies and Gentlemen:

We are principal accountants for ManagedStorage International, Inc., who is
considered to be the accounting acquiror in the transaction, consummated on
August 18, 2004, whereby ManagedStorage International, Inc. became a
wholly-owned subsidiary of Incentra Solutions, Inc. On October 28, 2004, we
informed Incentra Solutions, Inc. that we would not continue as the principal
accountant of ManagedStorage International, Inc. after the issuance of our
report on the financial statements of ManagedStorage International, Inc. as of
and for the year ended December 31, 2003. We have read Incentra Solutions,
Inc.'s statements included under Item 4.01 of its Form 8-K dated December 23,
2004, and we agree with such statements, except that we are not in a position to
agree or disagree with Incentra Solutions' statement that the change was
approved by the board of directors.

Very truly yours,


/s/ KPMG LLP