Koil Energy Solutions, Inc. - Quarter Report: 2006 July (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-QSB
|
[X]
|
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
FOR
THE QUARTERLY PERIOD ENDED JULY
31, 2006
|
|
OR
|
|
|
[
]
|
Transition
Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
|
|
For
the transition period from to
|
COMMISSION
FILE NUMBER: 0-30351
MediQuip
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Utah
|
75-2263732
|
|
(State
of other jurisdiction
of
incorporation or organization)
|
(IRS
Employer Identification
Number)
|
Kelsey
House, 77 High Street
Beckenham,
Kent
UK
BR3 1AN
(Address
of principal executive offices)
+(44)
(0) 208 658 9575
(Registrant's
telephone number, including area code)
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 the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
[X] No
[
]
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of
July
31, 2006: 5,294,686
MEDIQUIP
HOLDINGS, INC.
CONSOLIDATED
BALANCE SHEETS
July
31,
2006 and January 31, 2006
(unaudited)
|
ASSETS
|
July
31
|
January
31
|
|||||
|
2006
|
2006
|
||||||
|
Current
assets
|
|||||||
|
Cash
|
$
|
2,264
|
$
|
65,109
|
|||
|
Accounts
receivable, net of allowance for bad debts of $36,422 and
$36,566
|
401,557
|
416,944
|
|||||
|
|
|||||||
|
Inventory
|
55,865
|
187,166
|
|||||
|
Other
|
66,070
|
49,821
|
|||||
|
Total
current assets
|
525,756
|
719,040
|
|||||
|
Equipment,
net of accumulated depreciation of $409,740 and $343,402
|
250,240
|
184,615
|
|||||
|
TOTAL
ASSETS
|
$
|
775,996
|
$
|
903,655
|
|||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|||||||
|
Current
Liabilities
|
|||||||
|
Note
payable to factor
|
$
|
291,235
|
$
|
286,103
|
|||
|
Current
portion of notes payable
|
46,946
|
55,244
|
|||||
|
Accounts
payable
|
18,973
|
129,005
|
|||||
|
Accrued
expenses
|
490,659
|
293,051
|
|||||
|
Amounts
payable to stockholder
|
173,127
|
259,268
|
|||||
|
Stock
payable
|
-
|
50,000
|
|||||
|
Total
current liabilities
|
1,020,940
|
1,072,671
|
|||||
|
Long-term
portion of notes payable
|
34,738
|
46,001
|
|||||
|
Total
liabilities
|
1,055,678
|
1,118,672
|
|||||
|
Commitments
|
-
|
-
|
|||||
|
Stockholders’
deficit
|
|||||||
|
Series
A convertible preferred stock, $.001 par value; 5,000,000 shares
authorized; 4,184,377 shares and 4,187,977 shares issued and
outstanding
|
4,184
|
4,188
|
|||||
|
|
|||||||
|
Series
C convertible preferred stock, $.001 par value; 30,000 shares
authorized;
22,000 shares and 0 shares issued and outstanding
|
22
|
-
|
|||||
|
|
|||||||
|
Common
stock, $.01 par value; 100,000,000 shares authorized; 5,294,686
shares and
5,110,686 shares issued and outstanding
|
52,947
|
51,107
|
|||||
|
|
|||||||
|
Additional
paid in capital
|
5,796,853
|
5,545,711
|
|||||
|
Accumulated
deficit
|
(5,819,465
|
)
|
(5,674,897
|
)
|
|||
|
Accumulated
other comprehensive loss
|
(314,223
|
)
|
(141,126
|
)
|
|||
|
Total
stockholders’ deficit
|
(279,682
|
)
|
(215,017
|
)
|
|||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
775,996
|
$
|
903,655
|
|||
MEDIQUIP
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
Three
Months and Six Months Ended July 31, 2006 and 2005
(unaudited)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
|
2006
|
2005
|
2006
|
2005
|
||||||||||
|
Revenue
|
|||||||||||||
|
-
Equipment rentals and sales
|
$
|
590,293
|
$
|
617,333
|
$
|
1,041,953
|
$
|
1,053,021
|
|||||
|
-
Other
|
4,404
|
10,507
|
10,185
|
19,003
|
|||||||||
|
Total
revenues
|
594,697
|
627,840
|
1,052,138
|
1,072,024
|
|||||||||
|
Cost
of sales
|
146,556
|
159,486
|
236,817
|
287,490
|
|||||||||
|
General
and administrative
|
493,077
|
389,363
|
866,395
|
757,251
|
|||||||||
|
Depreciation
|
43,128
|
42,467
|
83,234
|
59,870
|
|||||||||
|
Total
operating expenses
|
682,761
|
591,316
|
1,186,446
|
1,104,611
|
|||||||||
|
Net
operating income (loss)
|
(88,064
|
)
|
36,524
|
(134,308
|
)
|
(32,587
|
)
|
||||||
|
Equity
in earnings of
|
|||||||||||||
|
recruitment
services
|
-
|
(60,346
|
)
|
-
|
(43,618
|
)
|
|||||||
|
Interest
income
|
-
|
372
|
-
|
372
|
|||||||||
|
Interest
expense
|
(6,412
|
)
|
(10,504
|
)
|
(10,262
|
)
|
(19,474
|
)
|
|||||
|
Net
loss
|
$
|
(94,476
|
)
|
$
|
(33,954
|
)
|
$
|
(144,570
|
)
|
$
|
(95,307
|
)
|
|
|
Basic
and diluted loss
|
|||||||||||||
|
per
share
|
$
|
(0.02
|
)
|
$
|
(0.11
|
)
|
$
|
(0.03
|
)
|
$
|
(0.17
|
)
|
|
|
Weighted
average shares outstanding
|
5,147,899
|
310,698
|
5,147,899
|
547,535
|
|||||||||
MEDIQUIP
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Six
Months Ended July 31, 2006 and 2005
(unaudited)
|
Six
Months Ended
|
|||||||
|
2006
|
2005
|
||||||
|
Cash
Flows from Operating Activities
|
|||||||
|
Net
loss
|
$
|
(144,570
|
)
|
$
|
(95,307
|
)
|
|
|
Adjustments
to reconcile net loss to net cash
|
|||||||
|
used
in operating activities:
|
|||||||
|
Bad
debt expense
|
24
|
-
|
|||||
|
Depreciation
|
83,234
|
59,870
|
|||||
|
Imputed
interest on shareholder notes payable
|
342
|
14,273
|
|||||
|
Changes
in:
|
|||||||
|
Accounts
receivable
|
36,863
|
(170,260
|
)
|
||||
|
Inventory
|
140,953
|
61,930
|
|||||
|
Other
current assets
|
(13,680
|
)
|
(13,538
|
)
|
|||
|
Accounts
payable
|
(116,682
|
)
|
(45,442
|
)
|
|||
|
Accrued
expenses
|
182,154
|
(68,304
|
)
|
||||
|
|
|
|
|||||
|
Net
Cash Provided by /
|
|||||||
|
(Used
in) Operating Activities
|
168,638
|
(256,778
|
)
|
||||
|
|
|
|
|||||
|
Cash
Flows Used in Investing Activities
|
|||||||
|
Purchase
of equipment
|
(139,339
|
)
|
(51,274
|
)
|
|||
|
|
|
|
|||||
|
Cash
Flows From Financing Activities
|
|||||||
|
Proceeds
from exercise of warrants for stock
|
23,000
|
-
|
|||||
|
Proceeds
from sale of preferred stock
|
180,000
|
45,000
|
|||||
|
Proceeds
from related party advances
|
-
|
-
|
|||||
|
Repayments
on related party advances
|
(99,511
|
)
|
-
|
||||
|
Repayments
of capital lease obligations
|
-
|
(7,714
|
)
|
||||
|
Proceeds
from notes payable
|
1,239,495
|
154,127
|
|||||
|
Repayments
on notes payable
|
(1,264,733
|
)
|
(29,274
|
)
|
|||
|
|
|
||||||
|
Net
Cash Provided by Financing Activities
|
78,251
|
162,139
|
|||||
|
|
|
|
|||||
|
Currency
translation adjustment
|
(170,395
|
)
|
96,436
|
||||
|
|
|
|
|||||
|
Net
change in cash
|
(62,845
|
)
|
(49,477
|
)
|
|||
|
Cash
at beginning of period
|
65,109
|
67,102
|
|||||
|
|
|
|
|||||
|
Cash
at end of period
|
$
|
2,264
|
$
|
17,625
|
|||
|
|
|
|
|||||
|
Cash
paid during the period for:
|
|||||||
|
Interest
|
$
|
10,262
|
$
|
25,967
|
|||
|
Income
Taxes
|
-
|
-
|
|||||
|
Non-cash
investing and financing activities:
|
|||||||
|
Conversion
of common shares to preferred shares
|
-
|
1,374
|
|||||
|
Conversion
of stock payable to preferred shares
|
50,000
|
-
|
|||||
MEDIQUIP
HOLDINGS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE
1 - BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of MediQuip Holdings,
Inc.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in MediQuip Holdings, Inc.’s Annual
Financial Statements filed with the SEC on Form 10-KSB and in respect of
the
comparative period, the significant acquisition statement filed with the
SEC on
Form 8-K. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes
to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal
year
end to January 31, 2006, as reported in the Form 10-KSB, have been
omitted.
NOTE
2 - STOCK-BASED COMPENSATION
Effective
February 1, 2006, MediQuip began recording compensation expense associated
with
stock options and other forms of equity compensation in accordance with
Statement of Financial Accounting Standards (“SFAS”) No. 123R,
Share-Based Payment,
as
interpreted by SEC Staff Accounting Bulletin No. 107. Prior to February 1,
2006, MediQuip had accounted for stock options according to the provisions
of
Accounting Principles Board (“APB”) Opinion No. 25,
Accounting for Stock Issued to Employees,
and
related interpretations, and therefore no related compensation expense was
recorded for awards granted with no intrinsic value. MediQuip adopted the
modified prospective transition method provided for under SFAS No. 123R,
and,
consequently, has not retroactively adjusted results from prior
periods.
During
the six months ended July 31, 2006 and 2005, MediQuip did not grant any options
to its employees.
NOTE
3 - EXERCISE OF WARRANTS
During
the first quarter of fiscal 2007, MediQuip received $23,000 from holders
of
Series A Warrants for 184,000 shares of common stock.
NOTE
4 - CONVERTIBLE PREFERRED STOCK
On
April
22, 2005, MediQuip entered into a securities purchase agreement with four
investors to sell Series A preferred shares in four tranches. The agreement
was
revised effective December 16, 2005. The Series A preferred stock is convertible
into common stock at $0.0625 per share. The
preferred shares receive cumulative dividends at 2.50% above the prime rate
payable quarterly. A summary of the four tranches is as follows:
|
Traunch
|
Shares
|
Amount
|
Closing
Date
|
|
1
|
3,600
|
$
45,000
|
May
2, 2005
|
|
2
|
4,000
|
50,000
|
December
19, 2005
|
|
3
|
4,800
|
60,000
|
February
7, 2006
|
|
4
|
9,600
|
120,000
|
May
3, 2006
|
|
Total
|
22,000
|
$
275,000
|
MediQuip
received $60,000 on February 7, 2006 in respect of Closing 3 and $30,000
on
April 12, 2006 and $90,000 on May 3, 2006 in respect of Closing 4.
In
May
2006, MediQuip designated 30,000 share of Series C Convertible Preferred
Stock
to replace the Series A shares to these four investors. The Series C preferred
stock is convertible into common stock at $12.50 per share.
NOTE
6 - WESTMERIA RECRUITMENT
A
summary
of the results of operations for Westmeria Recruitment for the three and
six
months ended July 31, 2006 and 2005 is as follows:
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
|
2005
|
|
2005
|
|
2006
|
|
2005
|
|||||||
|
Revenue
|
$
|
755,491
|
$
|
529,638
|
$
|
1,328,353
|
$
|
1,065,191
|
|||||
|
Cost
of recruitment services
|
(612,402
|
)
|
(482,782
|
)
|
(1,088,730
|
)
|
(895,161
|
)
|
|||||
|
General
and administrative
|
(140,722
|
)
|
(107,202
|
)
|
(238,593
|
)
|
(213,648
|
)
|
|||||
|
Net
income / (loss)
|
2,367
|
(60,346
|
)
|
1,030
|
(43,618
|
)
|
|||||||
|
MediQuip’s
equity in
|
|||||||||||||
|
Net
income / (loss)
|
$
|
-
|
$
|
(60,346
|
)
|
$
|
-
|
$
|
(43,618
|
)
|
|||
On
December 5, 2005, Westmeria sold 50% of its recruitment business and associated
assets to the Managing Director of that division.
Previous
losses reduced MediQuip’s investment in Westmeria Recruitment to zero. As a
consequence, MediQuip will not record equity in the net income of Westmeria
Recruitment until MediQuip’s share of the net income exceeds the excess losses
not previously recorded.
NOTE
7 - SUBSEQUENT EVENTS
During
August 2006, MediQuip received $25,750 from holders of Series A Warrants
for
206,000 shares of common stock.
ITEM
2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Important
Information Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-QSB contains forward-looking statements within
the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Those statements
include
indications regarding our intent, belief or current expectations, including
our
plans with respect to the sourcing, manufacturing, marketing and distribution
of
our products and services, the belief that current levels of cash and cash
equivalents together with cash from operations and existing credit facilities
will be sufficient to meet its working capital requirements for the next
twelve
months, our expectations with respect to the performance of the counterparties
to its letter of credit agreements, our plans to invest in derivative
instruments and the collection of accounts receivable, our beliefs and intent
with respect to and the effect of changes in financial accounting rules on
its
financial statements. Such statements are subject to a variety of
risks
and
uncertainties, many of which are beyond the our control, which could cause
actual results to differ materially from those contemplated in such
forward-looking statements, which include, among other things, (i) changes
in
the marketplace for our products and services, (ii) the introduction of new
products or pricing changes by our competitors, (iii) changes in exchange
rates,
and (iv) changes in the economy. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking statements,
which
speak only as of the date hereof. We undertake no obligation to update or
revise
the information contained in this Quarterly Report on Form 10-QSB, whether
as a
result of new information, future events or circumstances or
otherwise.
Critical
accounting policies
We
have
identified the policies below as critical to our business operations and
the
understanding of our results of operations. The impact and any associated
risks
related to these policies on our business operations is discussed throughout
Management's Discussion and Analysis of Financial Condition and Results of
Operations where such policies affect our reported and expected financial
results. The preparation of this Quarterly Report on Form 10-QSB requires
us to
make estimates and assumptions that affect the reported amount of
assets
and liabilities, disclosure of contingent assets and liabilities at the date
of
our financial statements, and the reported amounts of revenue and expenses
during the reporting period. There can be no assurance that actual results
will
not differ from those estimates.
1)
Allowance for doubtful accounts
We
evaluate the adequacy of the allowance for doubtful accounts at the end of
each
quarter. In performing this evaluation, we analyze the payment history of
significant past due accounts, subsequent cash collections on these accounts
and
comparative accounts receivable aging statistics. Based on this information,
along with consideration of the general strength of the economy, we develop
what
we consider to be a reasonable estimate of the uncollectible amounts included
in
accounts receivable. This estimate involves our significant judgment. Actual
uncollectible amounts may differ from our estimate.
2)
Provision for obsolete inventory
We
estimate our provision for obsolete inventory based on customer orders sold
below cost, to be shipped in the following period and on the amount of similar
unsold inventory at period end. We analyze recent sales and gross margins
on
unsold inventory in further estimating the inventory provision. The impact
of
the inventory provision is reflected in cost of sales and the related gross
margins in the period that management deems that inventory has become obsolete.
This estimate involves our significant judgment. Actual gross margins on
sales
of excess inventory may differ from our estimate.
Three
Months Ended July 31, 2006 Compared to Three Months Ended July 31,
2005
Revenue
Total
revenue for the three months ended July 31, 2006 was $594,697. This compares
with total revenues of $627,840 for the three months ended July 31, 2005
and
represents a decrease of $33,143 or 5.3%. This
minor reduction in revenues was mainly due to the deliberate reduction in
medical inventory levels in advance of the company’s relocation of its operating
facilities at the end of July. As a result there were fewer products available
to sell during July.
The
equipment rentals and sales revenue of $590,293 for the three months ended
July
31, 2006 represents a decrease of $27,040, or 4.9% when compared to the revenues
of $617,333 for the three months ended July 31, 2005.
This minor reduction in revenues was mainly due to the deliberate reduction
in
medical inventory levels in advance of the company’s relocation of its operating
facilities at the end of July. As a result there were fewer products available
to sell during July.
Cost
of sales
Cost
of sales for the three months ended July 31, 2006, compared to the three
months
ended July 31, 2005 are as follows:
|
Three
months ended
|
Three
months ended
|
|
|
|
July
31, 2006
|
July
31, 2005
|
|
|
|
|
|
Equipment
rentals and sales
|
$146,556
24.8%
|
$159,486
25.8%
|
Improvements
in the Company’s stock control system and obtaining savings through bulk buying
has contributed to a further improvement in the ratio of cost of sales to
sales
over the last year.
General
and administrative overheads
General
and administrative overheads have increased by $103,714 to $493,077 for the
three months to July 31, 2006, compared to expenses of $389,363 for the three
months to July 31, 2005. This is mainly due to the expenditure related to
the
company relocating its operational activities to a new integrated warehouse,
office and distribution centre at the end of July. The main areas of additional
expenditure are derived from the following areas:
· Expenditure
on rent and other associated property costs during the two month period that
MediQuip was paying for the new premises in addition to its old office and
warehouse, prior to the relocation,
· The
expenditure associated with removals to the new facilities
· Expenditure
associated with the fitting out and preparation of the new premises, including
expenditure associated with networking and computer costs.
Interest
expense
Net
interest expense of $6,412 for the three months to July 31, 2006 decreased
by
$3,720 compared with $10,132 for the three months to July 31, 2005. This
is
mainly due to the improved cash and liquidity position of the Company following
the additional funds during the last year in addition to the improvement
in
average working capital over the period.
Six
Months Ended July 31, 2006 Compared to Six Months Ended July 31,
2005
Revenue
Total
revenue for the six months ended July 31, 2006 was $1,052,138. This compares
with total revenues of $1,072,024 for the six months ended July 31, 2005
and
represents a decrease of $19,886 or 1.9%.
This reduction in revenues was mainly due to the deliberate reduction in
medical
inventory levels in advance of the company’s relocation of its operating
facilities at the end of July. As a result there were fewer products available
to sell during July.
The
equipment rentals and sales revenue of $1,041,953 for the six months ended
July
31, 2006 represents a decrease of $11,068, or 1.1% when compared to the revenues
of $1,053,021 for the six months ended July 31, 2005.
This minor reduction in revenues was mainly due to the deliberate reduction
in
medical inventory levels in advance of the company’s relocation of its operating
facilities at the end of July. As a result there were fewer products available
to sell during July.
Cost
of sales
Cost
of sales for the three months ended July 31, 2006, compared to the six months
ended July 31, 2005 are as follows:
|
Six
months ended
July
31, 2006
|
Six
months ended
July
31, 2005
|
|
|
--------------
|
---------------
|
|
|
Equipment
rentals and sales
|
$236,817
22.7%
|
$287,490
27.3%
|
Improvements
in the Company’s stock control system and obtaining savings through bulk buying
has contributed to an overall improvement in the ratio of cost of sales to
sales
over the previous year.
General
and administrative overheads
General
and administrative overheads have increased by $109,143 to $866,395 for the
six
months to July 31, 2006, compared to expenses of $757,252 for the six months
to
July 31, 2005. This increase is almost entirely due to the additional expenses
incurred in the relocation of the operational activities of MediQuip to its
new
location, as discussed in the section above discussing the results for the
three
months ended July 31, 2006.
Interest
expense
Net
interest expense of $10,262 for the six months to July 31, 2006, decreased
by
$8,840 compared with $19,102 for the six months to July 31, 2005. This is
mainly
due to the improved cash and liquidity position of the Company following
the
additional funds during the last year.
Liquidity
and Capital Resources
We
have
relied primarily on asset-based borrowings, internally generated funds,
stockholder loans and trade credit to finance our operations. Our capital
requirements primarily result from working capital needed to support increases
in inventory and accounts receivable. Our working capital position has changed
from a deficit of $353,631 as of January 31, 2006 to a deficit of $495,184
as at
July 31, 2006. This is a mainly due to the working capital effects around
the
time of the warehouse and office relocation at the quarter end. As of July
31,
2006, we had cash and cash equivalents of $2,264 compared to $65,109 as of
January 31, 2005.
Operating
Cash Flow
Net
cash
generated in operating activities for the six months ended July 31, 2006
was
$87,995 compared with net cash used in operating activities of $256,778 for
the
six months ended July 31, 2005. This represents a significant improvement
of
$344,753 and is primarily due to the enhancement in service delivery and
control
in overall operations but also due to the disposal of the recruitment business
in December 2005.
Credit
Facilities
We
have a
loan agreement with bankers, HSBC, for a term loan that advanced (pound)
130,000
in January 2003 and is due for repayment by November 2007. The loan attracts
variable rate interest of 2% over UK base rate and there is a floating charge
over the assets of the Company (7% at July 31, 2005).
We
also
have an accounts receivable factoring arrangement with Venture Finance, which
is
secured by a floating charge over our assets. This facility has attracts
variable rate interest of 1.75% over UK base rate (6.75% at July 31,
2005).
We
believe that current levels of cash and cash equivalents of $4,799 at July
31,
2006 together with cash from operations and funds available under our credit
facilities, together with fund to be raised from potential investors and
the
support of the majority shareholder in the company, will be sufficient to
meet
our capital requirements for the next 12 months.
ITEM
3.
CONTROLS AND PROCEDURES
At
July
31, 2006, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and
Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934, as amended. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relating to us required to be included in our periodic SEC
filings.
There
have been no significant changes in our internal controls or in other factors
that could significantly affect our controls subsequent to the date of that
evaluation, and no corrective actions with regard to significant deficiencies
and material weaknesses.
PART
II -
OTHER INFORMATION
ITEM
6.
EXHIBITS AND REPORTS ON FORM 8-K
(a)
Exhibits Item Description
31.1 Certification
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Certification
Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 906 of theSarbanes-Oxley
Act of 2002
(b)
Report on Form 10-KSB
On
June
2, 2006, we filed a report on Form 10-KSB relating to our results for the
year
ended January 31, 2006.
(c)
Report on Form 10-QSB
On
June
18, 2006, we filed a report on Form 10-KSB relating to our results for the
three
months ended April 30, 2006.
(d)
Report on Form 8-K
On
May 4,
2006, we filed a report on Form 8-K relating to the issue of shares of
Convertible Preferred Stock and Class A Warrants each to purchase one share
of
common stock.
On
May 2,
2006, we filed a report on Form 8-K relating to the execution of a Plan and
Agreement of Merger with its wholly owned Nevada subsidiary, MediQuip Holdings,
Inc. for the purpose of changing the Company's corporate domicile from Utah
to
Nevada.
(e)
Report on Form DEF 14c
On
April
10, 2006, we filed a report on Form DEF-14c relating to the confirmation
that a
majority of the company's shareholders had agreed to the plan of merger between
True Health, Inc. and MediQuip Holdings, Inc.
(f)
Report on Form Pre 14c
On
March
30, 2006, we filed a report on Form DEF-14c notifying that our board of
directors approved and adopted a Plan and Agreement of the Merger Plan on
March
27, 2006.
(g)
Report on Form AW
On
March
2, 2005 we filed a report on Form AW relating to the withdrawal of a Form
14c.
SIGNATURES
Pursuant
to the requirements of the Exchange Act of 1934, the registrant has duly
caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated:
September 19, 2006.
MEDIQUIP
HOLDINGS, INC.
BY:
David
Francis
-------------------
David
Francis, CEO
BY:
Ian
Wylie
------------------
Ian
Wylie, CFO