SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chaudhuri Kali P

(Last)

(First)

(Middle)

6800 INDIANA AVENUE, SUITE 130

(Street)

RIVERSIDE,

92506

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Integrated Healthcare Holdings [ IHCH.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (Right to Buy)	$0.3	01/31/2005		J⁽¹⁾			50,000,000	⁽²⁾	11/16/2009	Common Stock	50,000,000	⁽¹⁾	0	D
Secured Convertible Promissory Note	$0.0031	01/31/2005		J⁽¹⁾			160,000,000	09/28/2004	09/29/2005	Common Stock	160,000,000	⁽¹⁾	0	D
Stock Purchase Warrant (Right to Buy)	⁽³⁾	01/31/2005		J⁽¹⁾		60,000,000		01/31/2007	07/21/2008	Common Stock	60,000,000	⁽¹⁾	0⁽⁴⁾	D

Explanation of Responses:

1. The option was granted pursuant to the First Amendment to Secured Convertible Note Purchase Agreement dated as of November 16, 2004 between the issuer and the reporting person. The Secured Convertible Promissory Note ("Note") was granted pursuant to the Secured Convertible Note Purchase Agreement dated as of September 28, 2004 between the issuer and the reporting person. The option and the Note were rescinded and cancelled pursuant to the Rescission, Restructuring, and Assignment Agreement dated January 31, 2005 ("Rescission Agreement") between the issuer, the reporting person and certain other parties. The reporting person was issued the Stock Purchase Warrant pursuant to the Rescission Agreement.

2. The option would have become exercisable in whole or in part at any time on or after the date that Anil V. Shah, M.D. or his assignee or designee exercises the first tranche of an option as provided in Section 1.1(a) of a Purchase Option Agreement dated as of November 16, 2004 between the issuer and Dr. Shah.

3. The exercise price for the first 34,538,153 shares purchased is $0.003125 per share. The exercise price for the remainder of the shares is $0.078 per share if exercised between 1/31/2007 and 7/30/2007, $0.11 per share if exercised between 7/31/2007 and 1/30/2008, and $0.15 per share thereafter.

4. The warrant will not vest and become exercisable within 60 days after the date of this statement.

Remarks:

	Kali P. Chaudhuri	02/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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