UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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 [X]      Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2006
 -------- ---------------------------------------------------------------------

                         COMMISSION FILE NUMBER: 0-30351

                             MediQuip Holdings, Inc.
                          (formerly True Health, Inc.)
             (Exact name of registrant as specified in its charter)

 ----------------------------------------------- ------------------------------
      Utah                                               75-2263732
 -------------------------------------------------- ---------------------------
(State of other jurisdiction                       (IRS Employer Identification
 of incorporation or organization)                  Number)
 ------------------------------------------------- ----------------------------

                          Kelsey House, 77 High Street
                            Beckenham, Kent, BR3 1AN
                                       UK
                    (Address of principal executive offices)

                             +(44) (0) 208 658 9575
              (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:


Title of Each Class:
Common Stock, $.01 Par Value

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 [ ]

The issuer's revenues for the fiscal year ended January, 31 2006 were
$2,286,355. The aggregate market value of the voting stock held by
non-affiliates of the registrant on May 26, 2006 was approximately $7.1 million,
based on the closing price of such stock on such date. The number of shares
outstanding of the registrant's Common Stock, $.01 par value, as of January 31,
2006 was 5,110,686.


Transitional Small Business Disclosure format (Check one): YES [ ]  NO [X]



===============================================================================


<PAGE>


                           FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-KSB contains forward-looking statements within
the meaning of Section 24A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements appear in a number of places
including ITEMS 1 AND 2 "BUSINESS AND PROPERTIES." These statements regard:

* our belief that the Westmeria pressure care products will help cure and
  prevent users of pressure sores.

* our belief that the United Kingdom and international markets represent a
  significant market for our products and services

* our belief that we have ample room and capacity to penetrate further the
  public and private health segment of the market

* our intention to compete vigorously in terms of price, product features,
  product performance, ease of use, quality of support and service, and company
  reputation

* our belief regarding any extension, termination or non-renewal of any lease,
  or facility to relocate to a more convenient location

* our  expectations  regarding  the  sources  from which we will
  finance our operations

* our expectations regarding the amount of funds we will need in
  the future

* our expectations regarding the focus of our revenue generation
  efforts on our existing customers

* our intentions   and   expectations   regarding  the  future
  availability  of  now  undeterminable   revenue  opportunities
  arising out of our products and business models

* our intentions  regarding the  protection of our  proprietary
  information

* our expectations and intentions  regarding our ability to make
  available and economically distribute a wider product range to the
  market

* our intentions regarding the continued development and refinement of our
  existing products, and the development and roll-out of various new products,
  and existing products to new geographic areas

* our  intentions  regarding  the  continuation  of  our  direct
  selling efforts

* our intentions regarding our marketing,  publicity,  sales and
  lobbying efforts.


 Such statements can be identified by the use of forward-looking terminology
such as "believes," "expects," "may," "estimates," "will," "should," "plans" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results could differ
materially from those projected in the forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to,
those discussed under "RISK FACTORS" immediately below. As a result, these
forward-looking statements represent the Company's judgment as of the date of
this Annual Report. The Company does not express any intent or obligation to
update these forward-looking statements.


<PAGE>


                                TABLE OF CONTENTS



PART I


   Item 1.        Description of Business
   Item 2.        Description of Property
   Item 3.        Legal Proceedings.
   Item 4.        Submission of Matters to a Vote of Security Holders

PART II

   Item 5.        Market Price of and Dividends on the Registrant's
                          Common Equity and Related Stockholder Matters
   Item 6.        Management's Discussion and Analysis or Plan of
                          Operation
   Item 7.        Financial Statements
   Item 8.        Changes In and Disagreements With Accountants on
                          Accounting and Financial Disclosure

PART III

   Item 9.        Directors and Executive Officers, Promoters and
                          Control Persons.
   Item 10.       Executive Compensation
   Item 11.       Security Ownership of Certain Beneficial Owners and
                  Management.
   Item 12.       Certain Relationships and Related Transactions.
   Item 13.       Exhibits and Reports on Forms 8-K


SIGNATURES


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


INTRODUCTION

MediQuip delivers superior healthcare products and services to its private and
public healthcare customers. It seeks to act as a provider of total procurement
solutions that creates savings for its customers. Through its wholly-owned
subsidiary in the United Kingdom, Westmeria Health Care Limited, it specialises
in providing medical equipment and professionals in the medical and social care
sectors to some of the largest healthcare customers in the United Kingdom. These
include hospitals within the National Health Service, which are funded by the
UK's government healthcare provider and the private nursing home sector.

The company's mission is to become one of the leading providers of specialist
healthcare equipment and recruitment services in the United Kingdom. Through its
associated company Westmeria Recruitment Limited it also seeks in the long term
to facilitate the supply of medical specialists, nurses and social workers to
areas of acute shortage.


COMPANY BACKGROUND

The Company was founded by David Francis in 1999. Mr. Francis and his family
have been in the nursing home and healthcare business for the past three
decades. MediQuip's wholly-owned subsidiary, Westmeria Health Care, was founded
on a deep understanding of the needs of the nursing home market. Having been an
owner of a nursing home, Mr. Francis identified the need for a one-source
supplier of equipment and services that would be proactive in identifying and
catering for the needs of healthcare providers. In 1999, Westmeria began as a
supplier of pressure relieving equipment to nursing homes in the London Borough
of Bromley. The Company quickly grew in its supply of equipment in the South
East of England and by August 2002 it launched its healthcare personnel
recruitment division. By January 2003, Westmeria grew beyond distributing other
suppliers' equipment and developed its own branded line of pressure relieving
products.

Westmeria sources its proprietary brand equipment from Europe and Taiwan. These
are stored at its warehouse in South London. Here the equipment is maintained,
repaired and decontaminated on behalf of its clients.

Pro-tech was incorporated in Utah on August 27, 1975. The name was changed to
Petroleum Resources Corporation on April 20, 1981, to Borexco on January 22,
1985 and to True Health, Inc. on February 17, 1986.

As of June 17, 2003, True Health entered into an Agreement and Plan of
Reorganization with Westmeria Health Care Limited, private limited company
incorporated in England and Wales ("Westmeria") and David Francis, the majority
security holder of Westmeria ("Shareholder").

Upon the terms and subject to the conditions of the Agreement, all outstanding
stock of Westmeria was exchanged for a specified number of shares of True
Health's common stock, making Westmeria a wholly-owned subsidiary of True
Health. Prior to the Reorganization, True Health had ceased its direct sales
operation, providing vitamins and nutritional supplements.

On April 2006 True Health Inc. was reincorporated in the state of Nevada and
changed its name to MediQuip Holdings Inc. Effective March 27, 2006, True
Health, Inc., a Utah corporation (the "Company") executed 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.
The reincorporation was effective April 28, 2006.

Hereinafter, all references to MediQuip or the Company include its sole
wholly-owned operating subsidiary, Westmeria Healthcare, Ltd and its investment
of a half share in Westmeria Recruitment Limited.


INDUSTRY BACKGROUND

The supply of specialist pressure care equipment and human resource solutions to
the Healthcare sector had been identified by MediQuip's Management as being a
significant and growing market, both in the United Kingdom, as well as
internationally. The National Health Service is the largest provider of
healthcare in the UK. In 2003 it undertook a tender process to reduce the number
of its pressure care equipment suppliers from a large number of companies
ranging in size and specialisation to just 30. Westmeria was accepted as one of
these preferred suppliers and has continued to take market share from its
competitors.

The recruitment of permanent staff and provision of contract staff in speciality
areas developed as hospitals and local government authorities face shortages in
general nursing and specialist medical areas, such as radiography social care
workers. Westmeria Recruitment Limited works closely in developing its
relationships with its clients to generate cost effective solutions to their
needs.


RISK FACTORS

MediQuip faces the risk of not being able to capture market share outside of its
existing area of operations in the UK. We have extensive experience
in the UK with a solid growth plan for that market. Our expansion plans include
entering other geographical markets, such as the US. The American healthcare
system is structured differently from that of the UK, where healthcare is
substantially provided as a social service to all Britons through government
funding.
The challenge of adapting to the US market, driven by private insurance and
medical companies may be considerable. This also, however, provides an
opportunity to us, as the larger number of healthcare providers in the US tends
to allow new sellers to enter the market more easily.

We potentially face the risk of overtrading, financially and operationally, as
we expand rapidly. To mitigate this, we have developed a strong and healthy
relationship with our bankers, external funders and factor to allow sufficient
financing facilities to support our growth.

The risk of over-diversification of our product and service range could
lead to stretching of our resources, leading to a dilution in our effectiveness.
To counter this, we have set in place a comprehensive strategic plan on which
our integrated operational plan is based. Through setting challenging targets,
regular reporting and focus on performance at all levels, we are quick to
respond to changing market conditions.

We are reliant upon a few key individuals. As such, our current operating
profitability and future financial success is dependant upon retaining and
developing our staff. During the year, a more comprehensive remuneration and
reward scheme based upon rewarding the best sales performers and retaining and
motivating our employees generally was implemented. Our focus is also aimed at
succession planning, combined with the reorganization of our staff during the
year, is designed to spread the load among a broader number of staff and
management. A large number of strategic activities are outsourced to
specialists, to ensure that specialist skills and advice is provided.


STRATEGY

MediQuip 's strategy and core values are centred around the theme of providing
"Service Excellence" to its clients in the healthcare sector. It has grown
organically, mainly by word of mouth and recommendations that by all of its
employees maintaining high levels of service to its clients, in an industry
where this is not always the case. It also seeks to expand by acquisition of
quality businesses with complimentary products and services and having a good
cultural fit. In this way, it could significantly increase the potential for
cross-selling its products and services via a wider network of distribution
channels, both in the UK and internationally.

MediQuip 's mission is to become one of the top suppliers of pressure relieving
systems and associated equipment in the UK and to expand to other markets
including the U.S. The Company is moving towards this goal through a deep
understanding of its customers' needs and by pursuing the optimal distribution
strategy. The fragmented market for both equipment sales and recruitment
services creates an opportunity for MediQuip to become a national leader and
capture further market share. Moreover, the UK is moving towards creating
national standards for the purchase of healthcare, a move that will help
consolidate the market.

In distributing its pressure relief equipment, MediQuip has a key competitive
advantage in the marketplace. The Company is one of only 30 suppliers approved
by the UK Department of Health's Purchasing and Supply Agency (PASA). The
largest buyer of healthcare services and equipment in the UK is the National
Health Service (NHS), a government funded healthcare provider. Any suppliers
that are not PASA approved are currently being phased out from NHS contracts.

The market for medical personnel recruitment has few barriers to entry beyond a
company's ability to fill the customer's need. To differentiate itself, MediQuip
highlights three key competitive advantages in this market. Firstly, whereas its
competitors in healthcare recruitment grew out of recruitment in other
industries, such as IT, MediQuip`s foundation has been in healthcare. The
Company therefore has long-term, strong relationships with healthcare customers
and has a deep understanding of the medical sector. Secondly, MediQuip seeks to
act as a one-source supplier to hospitals and nursing homes offering both
pressure relieving equipment and recruitment services, thus reducing
administrative costs for buyers. Thirdly, MediQuip has quickly moved to create
an outsourced, flexible infrastructure to recruit qualified healthcare personnel
from abroad, thus facilitating a source of staffing supply to meet demand.

The market for the Company's products and services includes five segments:

Private Hospitals
The UK market has several large hospital groups consisting of a total of
approximately 600 private hospitals and private clinics that account for
approximately $3 billion in annual spending.

Primary Care Trusts
There are approximately 300 Primary Care Trusts (PCTs) in the UK. Each PCT
serves 300,000 to 500,000 people. PCTs provide healthcare and equipment to
people in their regions who want home-based care. They also act as suppliers to
local doctors, pharmacies, and ambulances. PCTs are a growing segment of the
market, as they are expected to be responsible for 75% of the NHS budget.

Nursing Homes
There are an estimated 25,000 nursing homes in the UK, of which a large portion
are owned by some 400 operators, with an annual budget of approximately $13
billion. The nursing home market is expected to grow rapidly in order to meet
the need for more beds as the population ages.

NHS Hospital Trusts
The National Health Service (NHS) is the UK's national government backed health
service and the largest employer of the NHS workforce. The NHS has a presence in
nearly every town and community in the UK. True Health is an approved supplier
of pressure relief equipment to the NHS.

Distributor Network
An estimated 2,500 distributors in the UK resell equipment supplied by leading
UK manufacturers to private hospitals and nursing homes. True Health's products
are already sold through some of these distributors. Since True Health has
recently become one of only 30 approved suppliers, the Company has opportunity
to expand its network among distributors that need approved products.


PRODUCTS

MediQuip supplies, through lease and sales, its proprietary, branded pressure
relief equipment to the healthcare sector. Pressure relief is a key issue for
nursing homes and other healthcare facilities that serve patients needing
long-term care. Pressure sores and skin wounds result when patients spend long
periods of time in bed due to conditions such as a stroke or a hip fracture.
Pressure ailments are a significant side-effect of major illness and injury and
tax healthcare systems while causing additional pain and stress to the patient.
In the UK, the cost of treating leg wound ulcers alone is significant. True
Health offers equipment that helps relieve pressure on sensitive skin, providing
prevention and relief of sores and wounds.

The Company provides dynamic and static systems that include mattress systems,
pumps, and lifting equipment that is specifically designed to provide comfort to
fragile skin. Dynamic systems include mattress systems and pumps that
automatically inflate and deflate depending upon the patient's weight, thus
minimizing pressure and skin damage from prolonged bed rest. The Company offers
the Piezo line for patients who are at high risk for pressure sores, and the
Baros line for patients at medium and low risk. Static systems include pressure
reducing, foam and gel-based Duotron, Premier and Resteasy bed mattresses and
cushions for wheel chairs. True Health also offers hoists for patient moving and
handling, as well as electric, profiling hospital beds.

Although MediQuip started as a distributor of pressure relief equipment to the
nursing home market it now exclusively sells its own Westmeria branded,
proprietary equipment. The Company's products are manufactured under license in
France, Spain, Germany, Belgium and Taiwan.


SERVICES

In August of 2002, MediQuip launched its recruitment division. The Company
identified a growing need in the UK for qualified temporary and permanent
healthcare staff including doctors and nurses. Its medical recruitment business
grew rapidly to revenues of $3.5m the year ended January 31, 2005 but suffered a
downturn in sales in the year to January 31,2006 reporting sales of $1.7m. On
December 1, 2005, 50% of Westmeria Recruitment Limited was subject to a
management buyout with 50% being retained.


Employees

Westmeria Healthcare is accredited for the Investors in People award, having
based its ethos upon supporting and developing all its employees. At 31 January
2006 it employed 23 employees in its office and warehouse. By outsourcing many
of the functions required to administer and operate the functions within the
organisation it is able to keep its costs down and maintain flexibility.
MediQuip and all its subsidiaries operate an equal opportunities policy and
fully considers applications from disabled persons. The policy in respect
of staff who become disabled when employed, is to train and assist them wherever
practicable to continue with the Company.

All employees are in direct communication with the Chief Executive Officer and
Other Directors. Regular employee updates are provided via company newsletters
and company-wide meetings. This ensures that all employees work towards a common
goal and continue to enthuse about the Company's products and service.


Training

Employees, at every level, are encouraged to develop their skills and
qualifications and MediQuip makes available a number of training courses, both
internally and externally. Staff are encouraged to discuss with their managers
their training and development plans to ensure that they receive the appropriate
training at the right time. Training includes courses on both technical and
personal development issues and are designed, whether directly or indirectly, to
improve the quality of service that is provided to clients.


COMPETITORS

The differentiated market in which MediQuip operates consist of a range of large
professional organisations supplying a comprehensive range of healthcare
products or recruitment services, but rarely both. There are a large number of
small providers who operate in low volumes in specific niches. Westmeria is one
of the few suppliers of both pressure care equipment and the provision of
healthcare equipment. It therefore has the potential to gain market share
through effective cross selling of its products and services.


FACILITIES

MediQuip operates out of its administrative Head Office in Beckenham, in the
London Borough of Bromley. Its location is ideally suited as a low cost
facility, while giving quick access to its clients throughout London and the
South East. Westmeria's warehouse and secondary storage facility is based three
miles away in Sydenham. Here the logistical operations for its equipment is
based, together with its decontamination plant, where its pressure care products
are repaired, maintained and sterilised before being issued to clients. MediQuip
is currently in the process of relocating to a newer facility which will combine
both office and warehouse space in one location at an even more convenient
transportation hub. This is intended to give faster access for its products to
both central London and the South East counties of England.


TRADEMARK

The company holds a trademark on the name MEDIQUIP HOLDINGS INC. and
accompanying logo.



ITEM 2.  DESCRIPTION OF PROPERTY

None.



ITEM 3.  LEGAL PROCEEDINGS.

None.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the year there were votes put to shareholders in respect of the
conversion of common stock into preference shares, the common stock split in
April 2005. Subsequent to the year end there was a vote in respect of the
transfer of the Company from True Health Inc. into MediQuip Holdings, Inc.



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The table below sets forth the high and low bid price of the common stock
through January 31, 2006, as reported by the National Quotation Bureau. Such
over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commissions, and may not necessarily represent actual
transactions.


Fiscal Year Ending January 31, 2005           High              Low
           1/st/ Quarter                      $1.04            $.67
           2/nd/ Quarter                      $.67             $.15
              3/rd/ Quarter                   $.19             $.09
           4/th/ Quarter                      $.11             $.04


Fiscal Year Ending January 31, 2006           High              Low
           1/st/ Quarter                      $3.90            $.65
           2/nd/ Quarter                      $1.40            $.75
           3/rd/ Quarter                      $1.07            $.65
           4/th/ Quarter                      $1.04            $.60


STOCKHOLDERS

As of January 31, 2006, the Company had 1,026 shareholders of record.


DIVIDENDS

The Company has not paid any dividends to date.


DESCRIPTION OF SECURITIES.

The par or stated value of the security:    $0.01


RECENT SALES OF UNREGISTERED SECURITIES.
On May 3, 2006, MediQuip issued, for the cash sum of $90,000.00, 2,800 shares of
Convertible Preferred Stock and 120,000 Class A Warrants each to purchase one
share of common stock at an exercise price of $.125 per share, in transactions
that were not registered under the Securities Act of 1933, as amended (the
"Securities Act"). The securities were issued by the Company in reliance upon an
exemption from registration under the Securities Act set forth in Section 4(2)
of the Securities Act, as transactions not constituting a public offering of
securities because the securities were issued privately without general
solicitation or advertising. In connection with the sales of the securities
described above, there were no underwriting discounts or commissions.


OTHER UNREGISTERED SECURITIES TRANSACTIONS,

The above issue of shares was pursuant to an agreement entered into by the the
Company on April 18, 2005 with certain shareholders to exchange up to 40,000,000
ordinary shares of $0.01 each for Series A preference shares with the ratio of
one preference share being provided in exchange for eight ordinary shares. The
preference shares cannot be converted for one year, after which they are to be
converted back into ordinary shares of $0.01 each at a ratio of eight ordinary
shares per one preference share converted.



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS

YEAR Ended JANUARY 31, 2006 Compared to YEAR Ended JANUARY 31, 2005

RESULTS OVERVIEW

The Directors are pleased to announce the results of MediQuip for the year
ended January, 31 2006.


Revenue

Revenues increased by 12% ($238,280) to $2,286,355 from $2,048,075 for fiscal
2006 as compared with fiscal 2005. This increase is the result of generating
both higher equipment rentals and sales, via the winning of new contracts in
core areas and from the geographical expansion of the Company's operations in
the United Kingdom

Cost of Sales

Cost of sales for fiscal 2006, compared to fiscal 2005, are as follows:
                                   Year ended                  Year ended
                                 January 31, 2006          January 31, 2005

                                Cost of      % of        Cost of         % of
                                 Sales      Revenue       Sales         Revenue

Equipment rentals and sales     $685,538     30.4%       $723,764         36.6%

The decrease in the overall cost of sales as a percentage of sales reflects the
efficiencies arising from improved logistical systems are translating through to
a reduction in equipment cost of sales.

Gross profit

The Gross profit margin for fiscal 2006 and 2005, respectively, is $1,600,817
and $1,324,311, or an increase of $276,506 or 21%. Management view this as a
significant achievement and is mainly due to the strategy of focussing on higher
margin equipment business. Average gross profit margins increased to 70.0% in
the year ended January 31, 2006 as compared with only 64.7% in the year ended
January 31, 2005.


Exceptional expenses

Included in the operating costs are expenses paid to consultants in the form of
shares to the value of $3,360,000. The results for the year also include a gain
of $86,500 on the sale of part of the Recruitment Division. Excluding these
exceptional items, the Company incurred a loss of $31,289 for fiscal 2006,
compared with a loss of $1,230,685 for fiscal 2005. Management is satisfied with
the turnaround made by the Company so far in its transition towards a higher
margin medical equipment business and are working to continue the progress being
made. Fiscal 2006 has been a year of change and transition, providing a more
solid operating base upon which the future growth of the organization, based
upon its equipment delivery solutions, can be secured.


General and administrative overheads

General and administrative expense excluding non-cash professional fees have
increased slightly by $3,293 or 0.2% to $1,374,774 in fiscal 2006 as compared to
$1,371,481 for fiscal 2005. This stability in expenditures is significant in
that it has been achieved while gross profits have increased by 21% in the same
period and is due mainly to the Company's achievement in pursuing productivity
efficiencies. Other reasons for the decrease are detailed as follows:

o        An increase in warehouse space to accommodate the growing equipment
                  business
o                 The benefits of productivity gains arising from the
                  implementation of up to date IT Logistical systems during the
                  previous year.
o        A reduction in employee costs arising from improved efficiencies and a
                  streamlining of the reporting structures.  This
                  includes reductions in headcount, including executive
directors, operating and managerial staff to support the growth in business; and
o Smarter application of marketing and publicity expenditure o Reorganisation of
staff within the organisation to meet the operational needs of the business



Depreciation

The depreciation charge increased by $17,373 to $58,272 for fiscal 2006,
compared with $40,899 in the previous year. This was predominantly due to the
increase in number of medical equipment systems being rented out, and reflected
in the higher rental revenues.


Interest

Net interest expense for fiscal 2006 decreased by $1,139, to $34,663 from
$35,802 in the fiscal year 2005. This reflects our improved financial position
over the previous year.


LIQUIDITY AND CAPITAL RESOURCES

During the year, we reported a net decrease in cash of $1,994. Our working
capital requirements to fund growth in sales are sourced mainly from our factor,
Venture Finance to which we owed $286,103. The accounts receivable supporting
the amount due to factor amounted to $416,944.


Operating Cash Flow

Net cash derived from operating activities for fiscal 2006 was $61,854 compared
with an outgoing of $266,529 used for fiscal 2005. This change is primarily due
to an improvement in our equipment sales.


Credit Facilities

We have a loan agreement with HSBC Bank for a term loan of $101,200 as of
January 31, 2006 and is due for repayment in monthly installments by November
2007. Interest is at 2% over the UK base rate (6.5% at January 31, 2006) and the
loan is secured by all assets, and subordinated to the Venture Finance
obligation.

We also have an accounts receivable factoring arrangement with Venture Finance
which is secured by accounts receivable. Interest is at 1.75% over the UK base
rate (6.25% at January 31, 2006).

We believe that current levels of cash and cash equivalents ($ at January 31,
2006) together with cash from operations, funds available under our credit
facilities, and funds available from our majority shareholders and potential
investors will be sufficient to meet our capital requirements for the next 12
months.


Going Concern

Our auditors issued a going concern opinion as of January 31, 2006, because of
the loss in fiscal 2006 of $3,304,789 and our negative working capital as of
January 31, 2006 of $353,631. In February 2005, we raised $25,000 from the
private sale of ordinary shares to foreign investors. During May 2005, we
entered into an agreement with private foreign investors to raise an additional
amount from the sale of preference shares and warrants. This agreement was
revised and as at May 3, 2006 we had received $275,000 in respect of an
investment in preference shares and an additional $23,000 from the exercise of
Series A warrants. Our credit facilities at HSBC Bank and Venture Finance and
these additional monies may not be sufficient to support losses incurred while
we continue to grow rapidly. Our plans are to continue to and we hope to
continue to attain operational profitability in future years. We continue to
seek additional debt and equity financing arrangements.


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 Report on Form 10-KSB 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 and year end. 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.


ITEM 7.  FINANCIAL STATEMENTS

Audited financial statements as of January 31, 2006 and for the two years then
ended are attached.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Malone & Bailey, PC were re-appointed as our auditors. During the year there
were no disagreements with the auditor.


ITEM 8A. CONTROLS AND PROCEDURES

At January 31, 2006, the Directors 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 not effective in timely alerting
them to material information relating to us required to be included in our
periodic SEC filings. The disclosure controls and procedures were not effective
due to the reporting changes proposed by the auditors related to the change in
the method of accounting for the investment in the recruitment business after
the sale of the 50% interest. We are implementing the procedures to properly
report this investment and the related results in the future.

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.



<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The Directors and executive officers of the Company are as follows:

Name                      Age     Position

David Francis              41     President, Director & Chief Executive Officer
Ian G Wylie                39     Director & Chief Financial Officer
Steve O'Toole              35     Director

David Francis; has served as a director since July 2003, having previously been
Managing Director and majority shareholder of Westmeria Healthcare Limited
before it merged with True Health.

Ian G Wylie, FCA; joined True Health as a non-executive director on 22 September
2003. He joined full-time as an executive director on 5 January 2004. Previosly
Mr Wylie had served in Corporate Finance roles for Royal Del Monte Foods
International Ltd and Hambro Countrywide PLC, in addition to a number of
positions as Finance Director.

Steve O'Toole; was appointed director on 31 January 2006 with responsibilities
for IT and Logistical Operations. He had previously held the role of IT manager
and subsequently, Head of Operations. He has experience of systems and control
processes, having implemented major IT projects in the past.



ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid by the Company to its Chief
Executive Officer. No other officer of the Company had total annual salary and
bonus for the year ended January, 31 2006 exceeding $100,000. Two officers, Mr
Tom O'Shea and Mr Ian Wylie received total annual salary and bonus for the year
ended January, 31 2005 in excess of
$100,000 and those amounts are disclosed in the financial accounts for that
year. For purposes hereof, the Chief Executive Officer, Chief Financial Officers
and the Sales Director of the Company are referred to herein as the "Named
Executive Officers").


                SUMMARY COMPENSATION TABLE (1)
                      ANNUAL                           LONG-TERM
                   COMPENSATION                       COMPENSATION

(A) (B) (C) (F) FISCAL
NAME AND               YEAR                            RESTRICTED
PRINCIPAL POSITION     ENDED           SALARY         STOCK AWARDS


David Francis         1/31/06           $18,100 (2)              $0
Chief Executive
Officer


         -----------------

 (1) The Columns designated by the Commission for the reporting of certain
     bonuses, other annual compensation, securities underlying options/SARs,
     long term incentive plan payouts, and all other compensation, have been
     eliminated as no such bonuses, other annual compensation, underlying
     securities, payouts or compensation were awarded to, earned by, paid to or
     outstanding with respect to any specified person during any fiscal year
     covered by the table.

 (2) Mr. Francis became Chief Executive Officer in July, 2003 following the
     merger with Westmeria Health Care Limited, where he served and continue to
     serve as Managing Director.



STOCK OPTION GRANTS

No stock options or SAR's of any kind were granted during the year ended
January, 31 2006. The table below set forth information pertaining to stock
options granted to the Named Executive Officers during the fiscal year ended
January 31, 2006. No SAR's of any kind were granted in that year.




                      OPTION GRANTS IN THE YEAR ENDED JANUARY, 31 2004

(A)                   (B)              (C)                   (D)          (E)
                   NUMBER OF
                   SECURITIES       PERCENTAGE OF TOTAL
                   UNDERLYING       OPTIONS GRANTED
                    OPTIONS          TO EMPLOYEES         EXERCISE   EXPIRATION
NAME                GRANTED(1)       IN FISCAL YEAR         PRICE      DATE
-------------------------------------------------------------------------------
Ian Wylie                  (1)             19%            $.94(1)    02/12/2014
Steve O'Toole              (1)             5%            $.67(1)     11/25/2013

(1) The closing prices of our common stock were $.67 on November 2003 and $.94
on January 12, 2004, respectively. These were the last days on which such common
stock traded preceding these respective option grants.


OPTION EXERCISES/VALUE OF UNEXERCISED OPTIONS

During the period ended January 31, 2006, no stock options were exercised by any
Named Executive Officer. As at January 31, 2006, we had not granted any SAR's of
any kind. The table below sets forth information pertaining to the value of
unexercised stock options held by the Named Executive Officers as of January 31,
2006.


                       AGGREGATED OPTION EXERCISES IN LAST
                FISCAL YEAR AND FISCAL YEAR END OPTION VALUES (1)


(A) (D) (E)
<TABLE>
                       NUMBER OF SECURITIES
                       UNDERLYING UNEXERCISED                  VALUE OF UNEXERCISED
                       OPTIONS AT January 31, 2006             IN-THE-MONEY OPTIONS AT
                       (NUMBERS OF SHARES)                      January, 31 2006(2)
NAME                   EXERCISABLE     UNEXERCISABLE        EXERCISABLE  UNEXERCISABLE
----                   -----------     -------------        -----------   ------------
<S>                    <C>             <C>                  <C>           <C>
Ian Wylie                    0              100,000               $ 0      $ 0
Chief Financial
Officer

Tom O'Shea                   0               25,000               $ 0      $ 0
VP IT and Operations

</TABLE>
--------------------

 (1) The Columns designated by the U.S. Securities and Exchange Commission for
     the reporting of the number of shares acquired upon exercise and the value
     realized have been eliminated as no options were exercised by any specified
     person during any fiscal year covered by the table.

 (2) Based on the January 31, 2006 closing price of our common stock of $0.05
     per share.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

BENEFICIAL STOCK OWNERSHIP

The following table sets forth as of January 31, 2006 information regarding the
beneficial ownership of Common Stock (i) by each stockholder who is known by the
Company to own beneficially in excess of 5% of the outstanding Common Stock;
(ii) by each director; (iii) by each executive officer; and (iv) by all
executive officers and directors as a group. Except as otherwise indicated, all
persons listed below have (i) sole voting power and investment power with
respect to their shares of Common Stock, except to the extent that authority is
shared by spouses under applicable law, and (ii) record and beneficial ownership
with respect to their shares of Common Stock.

<TABLE>
    Name and Address of        Beneficial Ownership(1)
    Beneficial Owner           Number of                     Number of
                               Ordinary Shares   Percent     Preference Shares  Percent
    ----------------           ----------------   -------    ----------------   -------
<S>                            <C>                <C>        <C>                <C>
    D Francis                       nil               0.0%           3,918,906
    address
    Beckenham, Kent UK

    All directors and officers
    as a group (three persons)      nil               0.0%

     N Rodker            (1)        nil            *              34,688
     S O'Toole           (1)        nil            *               7,969
</TABLE>



Effective April, 18 2005 D Francis, N Rodker and S O'Toole entered into an
agreement whereby they exchanged their shareholding in the company's shares in
the ratio of eight ordinary shares for one Series A preference share. The terms
of this agreement provide for the conversion of the preference shares back into
ordinary shares on April, 18 2006. Prior to this agreement their holding of the
company's ordinary shares had been; D Francis (31,351,250); N Rodker (277,500);
S O'Toole (63,750).


         *  Less than one percent
         ---------------------






EQUITY COMPENSATION PLANS

The Company has one equity compensation plan for its employees, Directors and
consultants pursuant to which options, rights or shares may be granted or
issued. These plans include the Company's Stock Option Plan. Further information
on the material terms of this plan is given below.

The following table provides information as of January 31, 2006 with respect to
our compensation plans (including individual compensation arrangements), under
which securities are authorized for issuance aggregated as to (i) compensation
plans previously approved by stockholders, and (ii) compensation plans not
previously approved by stockholders:






                      EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
                                                                                        NUMBER OF SECURITIES
                                                                                        REMAINING AVAILABLE
                                                                                        FOR FUTURE ISSUANCE UNDER
                                    NUMBER OF SECURITIES TO       WEIGHTED-AVERAGE      EQUITY COMPENSATION
                                    BE ISSUED UPON EXERCISE       EXERCISE PRICE OF     PLANS (EXCLUDING
                                    OF OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,  SECURITIES REFLECTED IN
                                    WARRANTS AND RIGHTS           WARRANTS AND RIGHTS   COLUMN (A))
         PLAN CATEGORY                      (A)                        (B)                       (C)
<S>      <C>                        <C>                           <C>                    <C>

         Equity compensation
         plans approved by                  1,422,546                 $.74                     1,547,000
         security holders

         Equity compensation
         plans not approved by                -0-                     $-0-                        -0-
         security holders

         TOTAL                              1,422,546                 $.74                     1,547,000



</TABLE>
COMPANY'S STOCK OPTION PLAN

The following is a description of the material features of the Company's Stock
Option Plan (the " Plan").

         GENERAL. On July, 2003, the Company's Board of Directors approved the
Plan. The Plan provides for the grant of shares of the Company's Common Stock to
certain outside consultants of the Company who assist in the development and
success of the business of the Company to reward them for their services and to
encourage them to continue to provide services to the Company.

 ADMINISTRATION. The Plan is administered by a committee (the "Committee") of
not less than two directors of the Company selected by, and serving at the
pleasure of, the Company's Board of Directors.

 ELIGIBILITY. The Committee has substantial discretion pursuant to the Plan to
determine the persons to whom shares of Common Stock are awarded and the amounts
and restrictions imposed in connection therewith. Under the Plan, awards may be
made only to individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of the Company or a subsidiary.
The number of consultants employed by the Company varies.

 SHARES SUBJECT TO THE PLAN. Two million (2,000,000) shares of Common Stock are
authorized to be awarded pursuant to the Consultant Plan. Any shares awarded and
later forfeited are again subject to award or sale under the Consultant Plan.
Awards may be made pursuant to the Consultant Plan until no further shares are
available for issuance or until July, 2013, whichever occurs first.


 RESTRICTIONS. The Board may, in its discretion, place restrictions and
conditions in connection with any particular award of shares pursuant to the
Plan. Shares awarded subject to a condition are, in general, non-assignable
until the condition is satisfied.

 CHANGE IN CONTROL. All restrictions imposed on restricted stock grants lapse
upon a change in control of the Company. For these purposes, a change of control
in the Company is generally deemed to have occurred at such time as (a) any
person acquires 30% or more of the combined voting power of the Company's
outstanding securities; or (b) incumbent directors cease to constitute at least
a majority of the Company's Board of Directors, unless the change in directors
was approved by at least a majority of the incumbent directors; or (c) merger,
consolidation, share exchange, or sale of all or substantially all the assets of
the Company occurs, unless such merger or consolidation shall have been
affirmatively recommended to the Company's stockholders by a majority of the
incumbent board.

         ANTI-DILUTION. The Plan carries certain anti-dilution provisions
concerning stock dividends, stock splits, consolidations, mergers,
recapitalizations and reorganizations.

         AMENDMENT AND TERMINATION. The Company's Board of Directors may
terminate or amend the Plan in any respect at any time, except no action of the
Company's Board of Directors, the Committee or the Company's stockholders,
however, may, without the consent of a participant, alter or impair such
participant's rights under any restricted shares previously granted.

         TERM. The Plan shall expire on July, 2013 unless sooner terminated
except as to restricted share grants outstanding on that date.

         FEDERAL INCOME TAX CONSEQUENCES. The following brief summary of the
principal Federal income tax consequences of transactions under the Plan is
based on current Federal income tax laws. This summary is not intended to
constitute tax advice and, among other things, does not address possible state
or local tax consequences. Accordingly, a participant in the Plan should consult
a tax advisor with respect to the tax aspects of transactions under the Plan.

         Unrestricted Stock Grants. The tax consequences of other stock or
cash-based awards will depend on the specific terms of each award.

         Restricted Stock Grants. Upon receipt of restricted stock, a
participant generally will recognize taxable ordinary income when the shares
cease to be subject to restrictions in an amount equal to the fair market value
of the shares at such time. However, no later than 30 days after a participant
receives the restricted stock, the participant may elect to recognize taxable
ordinary income in an amount equal to the fair market value of the shares at the
time of receipt. Provided that the election is made in a timely manner, when the
restrictions on the shares lapse, the participant will not recognize any
additional income. If the participant forfeits the shares to the Company (e.g.,
upon the participant's termination prior to expiration of the restriction
period), the participant may not claim a deduction with respect to the income
recognized as a result of the election. Dividends paid with respect to shares of
restricted stock generally will be taxable as ordinary income to the participant
at the time the dividends are received.

         Tax Consequences to the Company. The Company generally will be entitled
to a deduction at the same time and in the same amount as a participant
recognizes ordinary income, subject to the limitations imposed under Section
162(m).

 Tax Withholding. The Company has the right to deduct withholding taxes from any
payments made pursuant to the Plan or to make such other provisions as it deems
necessary or appropriate to satisfy its obligations to withhold federal, state
or local income or other taxes incurred by reason of payment or the issuance of
Common Stock under the Plan or the lapse of restrictions on grants upon which
restrictions have been place.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In 2003 David Francis had owned the entire issued share capital of Westmeria
Healthcare Limited. Westmeria entered into a reorganization with an inactive
publicly-traded United States corporation, True Health, Inc. (True Health) on
June 27, 2003. In this transaction, True Health issued 37,500,000 shares to
Westmeria shareholders in exchange for 100% of the outstanding Westmeria stock.
Because Westmeria shareholders ended up with over half the resulting total stock
outstanding, this transaction is accounted for as a recapitalization of
Westmeria. Westmeria became a wholly-owned subsidiary of True Health.

Immediately prior to this transaction, the sole shareholder of Westmeria sold
4,420,500 of his personal Westmeria shares to key employees in exchange for
$257,193 of prior amounts loaned to Westmeria, and issued another 728,250 shares
to a key employee for past services performed. These shares issued for services
have been recorded at the same approximately $.058 per share as the shares
issued for cash, or $42,186. Because these transactions involve Westmeria shares
and employees, these 5,148,750 shares will be shown as a deemed contribution by
the sole shareholder to Westmeria and the $257,193 debt transfer from these key
employees to the now-majority shareholder as a deemed distribution.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents filed as part of this report:

(i) Consolidated Financial Statements:

     Report of Independent Auditors ...................................... F-1
     Consolidated Balance Sheets as of January 31, 2006 .................. F-2
     Consolidated Statements of Income ................................... F-3
     Consolidated Statement of Stockholders' Equity ...................... F-4
     Consolidated Statements of Cash Flows ............................... F-5
     Notes to Consolidated Financial Statements .......................... F-6


(ii) Financial Statement Schedules: None.

(iii) Exhibits:

      The following exhibits are filed with this Annual Report or are
      incorporated herein by reference:


Exhibit No.       Description

3.01     Certificate of Incorporation  of the Company is incorporated  herein by
         reference from the Company's  Registration  Statement on Form SB-2

3.02     Bylaws of the  Company is  incorporated  herein by  reference  from the
         Company's  Registration Statement on Form SB-2

(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 the Sarbanes-Oxley
                           Act of 2002

(b) Report on Form 10-KSB

On , 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 20, 2005, we filed a report on Form 10-QSB relating to our results for
the quarter ended April 30,2005.

On September 20, 2005, we filed a report on Form 10-QSB relating to our results
for the quarter ended July 31, 2005.

On October 20, 2005, we filed a revised report on Form 10-QSB relating to our
results for the quarter ended July 31, 2005.

On December 20, 2005 we filed a report on Form 10-QSB relating to our results
for the quarter ended October 31, 2005.

(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.

On December 20, 2005, we filed a report on Form 8-K relating to the amendment of
a Securities Purchase Agreement.

On December 7, 2005, we filed a report on Form 8-K relating to the sale by
Westmeria Health Care Limited of its fifty (50) percent of its recruitment
business. It also disclosed that Mr. O'Shea, Managing Director of that division,
resigned as director of True Health Inc.

On March 15, 2005, we filed an amended report on Form 8-K/A relating to the
exchange of up to 40,000,000 shares of the Corporation's common stock, par value
$.01 (the "Company Shares") for 5,000,000 shares of Series A Convertible
Preferred Stock (the "Preferred Shares"). The report also disclosed that the
Corporation filed Articles of Amendment to Articles of Incorporation with the
Secretary of State of Utah to designate 5,000,000 shares of Series A Convertible
Preferred Stock.

On March 14, 2005, we filed a report on Form 8-K relating to the exchange of
shares of the Corporation's common stock and Preferred Stock.

On February 24, 2005, we filed a report on Form 8-K relating to the agreement
with a foreign institutional investor for the private sale of equity securities
in reliance on the exemption from registration in Regulation S of the Securities
Act of 1933.

On February 2, 2005, we filed a report on Form 8-K relating to the appointment
of Mr. Steven O'Toole as an Executive Director of True Health, Inc.

(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 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.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Malone & Bailey, PC, Certified Public Accountants, are reappointed as the
Company's independent auditors to examine the financial statements of the
Company for the fiscal years ended January 31, 2005 and January 31, 2006. They
have performed the following services and have been paid the following fees for
these fiscal years.

AUDIT FEES
Malone & Bailey, PC was paid aggregate fees of approximately $17,000 for the
fiscal year ended January 31, 2005 and approximately $20,000 for the fiscal year
ended January 31, 2006 for professional services rendered for the audit of the
Company's annual financial statements and for the reviews of the financial
statements included in our quarterly reports on Form 10QSB during these fiscal
years.

AUDIT-RELATED AND OTHER FEES
Malone & Bailey, PC was not paid any additional fees for fiscal 2006 and 2005
for non-audit services.



<PAGE>






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
  MediQuip Holdings, Inc.
  (formerly True Health, Inc.)
  Beckenham, Kent United Kingdom

We have audited the accompanying consolidated balance sheet of MediQuip
Holdings, Inc. as of January 31, 2006 and the related consolidated statements of
operations, changes in stockholders' deficit and cash flows for the each of the
two years then ended. These consolidated financial statements are the
responsibility of MediQuip's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MediQuip as of
January 31, 2006 and the results of its operations and cash flows for the two
years then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that MediQuip will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, MediQuip suffered recurring losses from
operations and has a working capital deficiency, which raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

May 26, 2006


<PAGE>


                             MEDIQUIP HOLDINGS, INC.
                          (formerly True Health, Inc.)
                           CONSOLIDATED BALANCE SHEET
                                January 31, 2006
<TABLE>
                                     ASSETS
<S>                                                                                         <C>
Current assets
  Cash                                                                                       $    65,109
  Accounts receivable,
    net of allowance for bad debt of $36,566                                                     416,944
  Inventory                                                                                      187,166
  Other                                                                                           49,821
                                                                                             -----------
         Total current assets                                                                    719,040

Fixed assets, net of accumulated depreciation of $343,402                                        184,615
                                                                                             -----------
Total assets                                                                                 $   903,655
                                                                                             ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Note payable to factor                                                                     $   286,103
  Current portion of notes payable                                                                55,244
  Accounts payable                                                                               129,005
  Accrued expenses                                                                               293,051
  Advances from stockholders                                                                     259,268
  Stock payable                                                                                   50,000
                                                                                             -----------
         Total current liabilities                                                             1,072,671

Long-term portion of notes payable                                                                46,001
                                                                                             -----------
         Total liabilities                                                                     1,118,672
                                                                                             -----------

Commitments                                                                                            -

Stockholders' deficit
  Convertible preferred stock, $.01 par value; 5,000,000 shares authorized;
    4,187,977 shares issued and outstanding 4,188
  Common stock, $.01 par value, 100,000,000 shares authorized, 5,110,686
    shares issued and outstanding                                                                 51,107
  Paid-in capital                                                                              5,545,711
  Retained deficit                                                                           (5,674,897)
  Accumulated other comprehensive loss                                                          (141,126)
                                                                                             -----------
         Total stockholders' deficit                                                            (215,017)
                                                                                             -----------
Total liabilities and stockholders' deficit                                                  $   903,655
                                                                                             ===========
</TABLE>
                                            See accompanying summary of
                                            accounting policies and notes to
                                            consolidated financial statements.


<PAGE>


                             MEDIQUIP HOLDINGS, INC.
                          (formerly True Health, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      Years Ended January 31, 2006 and 2005

<TABLE>

                                                                                  2006                   2005
                                                                                 -----------           -----------
<S>                                                                              <C>                   <C>
Revenues:
     Equipment rentals and sale                                                  $ 2,254,998           $ 1,976,051
     Other                                                                            31,357                72,024
                                                                                 -----------           -----------
         Total revenues                                                            2,286,355             2,048,075
                                                                                 -----------           -----------

Cost of equipment sold                                                               685,538               723,764
General and administrative                                                         1,374,774             1,371,481
Share-based compensation                                                           3,360,000               600,000
Depreciation                                                                          58,272                40,899
Gain on sale of assets                                                              (90,528)                     -
                                                                                 -----------           -----------
         Total operating expenses                                                  5,388,056             2,736,144
                                                                                 -----------           -----------
         Operating loss                                                           (3,101,701)            (688,069)
                                                                                 -----------           -----------

Other income / (expenses):
  Interest income                                                                     1,150                    140
  Interest expense                                                                   (35,813)               (35,942)
  Equity in loss of recruitment services                                            (168,425)             (506,814)
                                                                                 -----------           -----------
         Total other expenses                                                       (203,088)             (542,616)
                                                                                 -----------           -----------
         Net loss                                                                 $(3,304,789)         $(1,230,685)
                                                                                 ===========           ===========

Basic and diluted earnings (loss) per share                                      $     (2.86)          $     (1.43)

Weighted average shares outstanding                                                1,154,459               861,439

</TABLE>


                                            See accompanying summary of
                                            accounting policies and notes to
                                            consolidated financial statements.



<PAGE>


                             MEDIQUIP HOLDINGS, INC.
                          (formerly True Health, Inc.)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      Years Ended January 31, 2006 and 2005



<TABLE>

                                                                                Accum.
                                                                   Additional    Other
                  Preferred Stock             Common Stock          Paid-in      Comp.          Retained
                Shares      Par          Shares          Par        Capital       Loss           Deficit          Total
                ---------   -----       ---------      -------      ---------     ------        ----------     ----------
<S>             <C>         <C>         <C>           <C>           <C>           <C>           <C>            <C>
Balances,
January 31, 2004        -       -         828,306      $ 8,283     $1,022,973  $ (37,616)      $(1,139,424)  $  (145,784)
Common stock issued
 for cash               -       -           3,333           33         64,467          -                 -         64,500
 for services           -       -          16,666          167        599,833          -                 -        600,000
 for exercise of
   warrants             -       -          11,976          120        474,880          -                 -        475,000

Other comprehensive
 loss                  -
  foreign
  currency
  translation           -       -               -            -             -    (32,355)                -      (32,355)

Net loss                -       -               -            -              -          -        (1,230,684)    (1,230,684)
                ---------   -----       ---------      -------      ---------     ------        ----------     ----------

Balances, January 31, 2005      -               -      860,281          8,603  2,162,153           (69,971)    (2,370,108) (269,323)

Common stock issued
  for cash              -       -         500,000        5,000         20,250          -                 -         25,250
  for services          -       -       4,800,000       48,000      3,312,000          -                 -      3,360,000

Preferred stock
  Issued for cash   3,600       4               -            -         44,996          -                 -         45,000

Conversion of
  common stock to
  preferred
  stock          4,184,377  4,184      (1,049,595)     (10,496)         6,312                            -              -

Other
comprehensive
loss                   -
  foreign currency translation                                                  (71,155)                 -        (71,155)

Net loss                                                                                        (3,304,789)    (3,304,789)
                ---------   -----       ---------      -------      ---------     ------        ----------     ----------

Balances,
January 31, 2006 4,187,977  $4,188    5,110,686        $51,107     $5,545,711  $(141,126)   $(5,674,897) $  (215,017)
                =========   =====       =========      =======      =========     ======        ==========     ==========
</TABLE>







                                                     See accompanying summary of
                                                     accounting policies and
                                                     notes to consolidated
                                                     financial statements.


<PAGE>


                             MEDIQUIP HOLDINGS, INC.
                          (formerly True Health, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      Years Ended January 31, 2006 and 2005
<TABLE>
                                                                                   2006                  2005
                                                                                 -----------           -----------
<S>                                                                              <C>                   <C>
Cash Flows From Operating Activities
  Net income (loss)                                                               $(3,304,788)        $(1,230,685)
  Adjustments to reconcile net income to net cash
    from operating activities:
    Bad debt expense                                                                  19,741                     -
    Gain from sale of assets                                                         (90,528)                    -
    Depreciation                                                                      75,707                54,224
    Stock issued for services                                                      3,360,000               600,000
    Imputed interest on shareholder debt                                                   -                 5,023
    Imputed other costs                                                                    -                25,000
    Changes in:
         Accounts receivable                                                          28,850               197,343
         Inventory                                                                   (51,451)              (40,700)
         Other current assets                                                        (11,777)               31,683
         Stock payable                                                                50,000                     -
         Accounts payable                                                             26,226                 (8,754)
         Accrued expenses                                                            (40,126)              100,337
                                                                                 -----------           -----------
  Net Cash From (Used in) Operating Activities                                        61,854              (266,529)
                                                                                 -----------           -----------
Cash Flows From Investing Activities
  Purchase of fixed assets                                                           (56,875)              (103,063)
  Proceeds from sale of fixed assets                                                  88,375                     -
                                                                                 -----------           -----------
  Net Cash Provided by (Used in)
    Investing Activities                                                              31,500               (103,063)
                                                                                 -----------           -----------
Cash Flows From Financing Activities
  Proceeds from exercise of warrants for stock                                             -               475,000
  Proceeds from sale of common stock                                                  25,250                64,500
  Proceeds from sale of preferred stock                                               45,000                     -
  Proceeds from related party advances                                                24,045               152,818
  Repayments on related party advances                                               (21,415)             (188,659)
  Proceeds from notes payable                                                      4,497,907                 9,822
  Repayments on notes payable                                                     (4,572,119)             (366,125)
  Repayment on capital lease                                                               -               (12,953)
                                                                                 -----------           -----------
  Net Cash Provided by (Used in)
    Financing Activities                                                              (1,332)              134,403
                                                                                 -----------           -----------
Effect of exchange rate changes on cash                                              (94,016)               45,645
                                                                                 -----------           -----------
Net change in cash                                                                    (1,994)              (189,544)
Cash at beginning of year                                                             67,103               256,647
                                                                                 -----------           -----------
Cash at end of year                                                              $    65,109           $    67,103
                                                                                 ===========           ===========
Cash paid during the year for:
  Interest                                                                       $    35,813           $       140
  Income taxes                                                                             -                    -
</TABLE>
                                            See accompanying summary of
                                            accounting policies and notes to
                                            consolidated financial statements.


<PAGE>


                             MEDIQUIP HOLDINGS, INC.
                          (formerly True Health, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

True Health, Inc. is a holding company with one operating subsidiary, Westmeria
Health Care Limited.  Effective April 28, 2006, True
Health was reincorporated in the state of Nevada and changed its name to
MediQuip Holdings, Inc. to change the corporate domicile
from Utah to Nevada.

Westmeria was incorporated in England and Wales in 1996. Westmeria rents and
sells equipment to hospitals, clinics and nursing homes. The equipment includes
orthopedic mattresses, cushions, bed hoists, pumps and other bed accessories.
Beginning in fiscal 2003, Westmeria also began placing and leasing radiographers
(radiologists) with hospitals and clinics and later went on to place social care
workers. Half of this recruiting business was sold subsequent to year-end. See
Note 12.

Basis of Presentation. The consolidated financial statements include the
accounts of MediQuip and its wholly-owned subsidiary, Westmeria. Significant
inter-company accounts and transactions have been eliminated.

Reclassifications. Certain amounts in the consolidated financial statements of
the prior year have been reclassified to conform to the presentation of the
current year for comparative purposes. See Note 12 for discussion of reclasses
related to the recruitment business.

Use of Estimates in Financial Statement Preparation. The preparation of
consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Economic risk. All revenues are earned from the health care industry within the
United Kingdom.

Revenue Recognition. Rental revenue is recognized over the rental term,
generally by the month. Product sales are recognized when the product is
shipped. For placed and leased personnel, revenue is recognized when all
placement conditions have been met or as the leased employee performs services
and wages or contractor payments are incurred.

Cash Equivalents. Highly liquid investments with original maturities of three
months or less are considered cash equivalents. There were no cash equivalents
as of January 31, 2006.

Allowance for Doubtful Accounts. MediQuip analyzes current accounts receivable
for an allowance for doubtful accounts based on historical bad debt, customer
credit-worthiness, the current business environment and historical experience
with the customer. The allowance includes specific reserves for accounts where
collection is deemed to be no longer probable.

Inventories. Inventories are valued at the lower of first-in, first-out (FIFO)
cost or market.

Property and Equipment. Property and equipment are stated on the basis of
historical cost less accumulated depreciation. Depreciation is provided using
the straight-line method over the estimated useful lives of the assets. Major
renewals and improvements are capitalized, while minor replacements, maintenance
and repairs are charged to current operations.

Long-lived Assets. Impairment losses are recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. There were no impairment losses in fiscal 2006 or 2005.

Income Taxes. Income tax expense is based on reported earnings before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes, and are measured by applying enacted tax
rates in effect in years in which the differences are expected to reverse.

Basic and diluted net loss per share. The basic net loss per common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed by dividing
the net loss adjusted on an "as if converted" basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the
years ended January 31, 2006 and 2005 potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.

Foreign Currency. MediQuip designates the United Kingdom pound as its functional
currency because most transactions, including most inventory purchases and all
sales are conducted in U.K. pounds. Transactions are translated to U.S. dollars
for reporting purposes using current rates of exchange for assets and
liabilities. Income and expense elements are translated at average rates that
approximate the rates in effect on the transaction dates. Equity transactions
are translated at historical rates.

Transactions in foreign currencies are recorded using the rate of exchange at
the date of the transaction. Aside from a U.S. dollar bank account, there were
no monetary assets or liabilities denominated in foreign currencies as of
January 31, 2006.

Recently Issued Accounting Pronouncements. In December 2004, the FASB issued
SFAS No. 123R, "Share-Based Payment." SFAS No. 123R establishes standards for
the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. This Statement focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS No. 123R requires that the fair value of
such equity instruments be recognized as expense in the historical financial
statements as services are performed. Prior to SFAS No. 123R, only certain pro
forma disclosures of fair value were required. SFAS No. 123R is effective for
MediQuip as of February 1, 2006.

MediQuip does not expect the adoption of SFAS No. 123R or any other recently
issued accounting pronouncements to have a significant impact on their
consolidated financial position, results of operations, or cash flows.


NOTE 2 - GOING CONCERN

MediQuip incurred net losses of $3,304,789 and $1,230,685 during fiscal 2006 and
2005, and as of January 31, 2006, MediQuip's current liabilities exceeded its
current assets by $353,631. Because of these conditions, MediQuip will require
additional working capital to develop business operations. MediQuip intends to
raise additional working capital either through private placements, public
offerings and/or bank financing.

These conditions raise substantial doubt about MediQuip's ability to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might be necessary should
MediQuip be unable to continue as a going concern.


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at January 31, 2006:

                                           Depreciation
                                               Lives
                                           ------------
         Rental equipment      4 years        $ 337,382
         Office equipment  3 - 5 years          174,995
                                                                      ---------
                                                                        528,017
         Less:  accumulated depreciation                              (343,402)
                                                                      ---------
                                                                      $ 184,615
                                                                      =========


NOTE 4 - NOTES PAYABLE TO FACTOR

MediQuip maintains a credit line with Venture Finance PLC (Venture) which
involves the sale of its eligible trade accounts receivable to Venture at a 0.4%
discount rate, with 85% of each account available in cash. Interest is charged
at prime + 1.75%. There are minimum per-quarter factoring fees. Accounts not
promptly collected must be repurchased by MediQuip. Because of this mandatory
recourse provision, this agreement is treated as a financing arrangement with
the sold receivables carried as assets by MediQuip, and the net uncollected
amount advanced by Venture to MediQuip as a loan. All discounts are treated as
interest expense.


NOTE 5 - NOTES PAYABLE

Notes payable as of January 31, 2006 consists of the following:
<TABLE>
  Credit line payable to HSBC Bank PLC in London, England, with interest at
  bank's prime rate + 2%, collateralized by substantially all assets, but
  subordinated to the factor's interest, and repayable in monthly installments
  of approximately $4,160 per month including interest. The maximum credit under
  this agreement is $215,059, and the
<S>                                                                                              <C>
  agreement expires November 2007.                                                               $ 100,201


  Mastercard credit card balance owed to HSBC Bank, and carried in the name of a
  key employee, no collateral, with
  interest at 14.9% APR, and approximately $5,500 credit limit.                                         25
                                                                                                 ---------
         Total                                                                                     101,245
         Less:  amounts due within one year                                                        (55,244)
                                                                                                 ---------
         Long-term portion of notes payable                                                      $  46,001
                                                                                                 =========

Future principal repayments are due in the years ended:

         January 31, 2007                                                                        $  55,244
         January 31, 2008                                                                           46,001
                                                                                                 ---------
                                                                                                 $ 101,245
         Total                                                                                   =========

</TABLE>
NOTE 6 - AMOUNTS PAYABLE TO STOCKHOLDERS

The majority stockholder and several key employees have periodically advanced
amounts to MediQuip for operating capital. These advances bear interest at 8%.


NOTE 7 - INCOME TAXES

MediQuip uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes.

The net operating loss carry forward in the United Kingdom and the United States
at January 31, 2006 is approximately $400,000 and $600,000, respectively.
Carryforwards in each country expire in 2023 - 2026.


NOTE 8 - COMMITMENTS

MediQuip leases its facility under an operating lease agreement which expires in
2009. Future minimum lease payments under the lease as of January 31, 2006 are
$65,400 in fiscal 2007 and $54,300 in both fiscal 2008 and 2009. The rent
expense was $69,743 and $72,723 in 2006 and 2005 respectively.


NOTE 9 - COMMON STOCK

In February 2005, MediQuip sold 500,000 shares of common stock for cash
totalling $25,250.

During fiscal 2006, MediQuip issued 4,800,000 shares of common stock to
consultants for their services. These shares were recorded at the market value
of $3,360,000.


NOTE 10 - PREFERRED STOCK

On April 22, 2005, MediQuip entered into a securities purchase agreement with
four investors to sell preferred shares in four tranches. The agreement was
revised effective December 16, 2005. MediQuip is to file a registration
statement to register the underlying securities of the agreement. The preferred
stock is convertible into common stock at $0.0625 per share. In connection with
each tranche, MediQuip will issue 150,000 Series A warrants to purchase one
share of common stock at $0.125 per share. The Series A warrants will be
exercisable for a period commencing on the date of the effectiveness of the
registration statement and ending four years from the closing of the respective
tranche. 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
                           =========        =========

The revised agreement deleted MediQuip's obligation to issue Series B warrants
to the investors. The Series B warrants had an exercise price of $0.04 per
share.


NOTE 11 - WARRANTS

MediQuip accounts for non-cash stock-based compensation issued to non-employees
in accordance with the provisions of SFAS No. 123 and EITF No. 96-18,
"Accounting for Equity Investments That Are Issued to Non-Employees for
Acquiring, or in Conjunction with Selling Goods or Services." Common stock
issued to non-employees and consultants is based upon the value of the services
received or the quoted market price, whichever value is more readily
determinable.

In connection with the securities purchase agreement described in Note 10,
120,000 Series A warrants and 1,250,000 Series B warrants were granted to the
investors when the first 3,600 shares of Preferred Stock were sold to the
investors and 120,000 Series A warrants were granted to the investors when the
$50,000 from second traunch was received. These warrants have exercise prices
ranging from $0.125 to $0.04 and expire in one year to four years. The relative
fair value of the preferred stock is $7,581 and the relative fair value of the
warrants is $87,419 as determined using the Black-Scholes model. Variables used
in the Black-Scholes option-pricing model include (1) risk-free interest rates
of 3.5%, (2) expected warrant life is the actual life of the warrants as of each
period end, (3) expected volatility is 118% to 383% and (4) zero expected
dividends.

Series B warrants were cancelled as the result of the renegotiation of the
securities purchase agreement on December 16, 2005.

Summary information regarding warrants is as follows:
<TABLE>
                                                          Weighted                           Weighted
                                           Series A        average          Series B          average
                                           Warrants      Share Price        Warrants        Share Price
                                          -----------       -----------      -----------       -----------
<S>                                       <C>            <C>                <C>             <C>
Outstanding at
  January 31, 2005                                  -       $       -                  -       $       -

Year ended
  January 31, 2005:

Granted                                       240,000        0.125               312,500        0.04
Cancelled                                           -            -              (312,500)       0.04
                                          -----------     --------           -----------   ----------
Outstanding at
  January 31, 2006                            240,000     $  0.125                     -       $       -
                                          ===========     ========           ===========   ==========

Warrants outstanding and exercisable as of January 31, 2006:

                                                    - - Outstanding - -               Exercisable
                                               Number             Remaining              Number
              Exercise Price                 of Shares             life                of Shares
              --------------                 ----------           ---------          ------------
              $0.125                            240,000           3.5 years               240,000
                                             ==========                              ============
</TABLE>
Subsequent to the January 31, 2006, 184,000 common shares in the company were
issued following the part exercise of the Series A warrants.


NOTE 12 -WESTMERIA RECRUITMENT

On December 5, 2005, Westmeria sold 50% of its recruitment business and
associated assets to the Managing Director of that division, Mr. Tom O'Shea. The
purchase price of $86,500 was received in cash.

At the same time, Mr. O'Shea resigned as a director of the MediQuip and was
appointed as the Managing Director of Westmeria Recruitment Limited, a company
in which MediQuip retains 50% of the ordinary issued shares. MediQuip
consolidated the operations of the recruitment business previously. The change
resulted in a decrease in consolidated assets and liabilities but the change did
not affect the earnings. Prior year consolidated financial information has been
restated to reflect this change for comparative purposes.

MediQuip accounts for its 50% ownership in Westmeria Recruitment under the
equity method. Under the equity method of accounting, Westmeria Recruitment's
accounts are not reflected within the consolidated balance sheet and statements
of operations. However, MediQuip's share of the earnings or losses of Westmeria
Recruitment is reflected in the caption "Equity in loss of recruitment services"
in the consolidated statements of operations.

Since the change to the equity method, MediQuip's operations included a loss of
approximately $8,650, which represents MediQuip's share of loss on its
investment in Westmeria Recruitment. The loss reduced MediQuip's investment in
Westmeria Recruitment to zero. As a consequence, MediQuip's future financial
results will not be negatively affected by Westmeria Recruitment's ongoing
operations. MediQuip has no obligation to fund future operating losses of
Westmeria Recruitment.

As a result of the sale of the 50% interest in the recruitment business,
MediQuip now operates in only one business segment, the equipment products
segment from the sale and rental of medical equipment including its main product
range, being pressure relieving systems to public and private hospitals, nursing
homes and individuals.

A summary of the results of operations for Westmeria Recruitment for the years
ended January 31, 2006 and 2005 is as follows:
<TABLE>
                                                                                2006             2005
                                                                             -----------       -----------
<S>                                                                          <C>               <C>
Revenue                                                                       $2,123,101        $3,553,212
Cost of recruitment services                                                   1,741,311         2,747,550
General and administrative                                                       532,393         1,293,745
Depreciation                                                                      17,435               858
Interest expense                                                                   8,987            17,873
                                                                             -----------       -----------
Net loss                                                                      $ (177,025)       $ (506,814)
                                                                             ===========       ===========

MediQuip's equity in net loss                                                 $ (168,425)       $ (506,814)
                                                                             ===========       ===========
</TABLE>

NOTE 13 - MAJOR CUSTOMERS AND VENDORS

During fiscal 2006, 6.9% and 6.2% of sales were to two major customers. During
fiscal 2005, 24% of sales were to one major customer, and 14%, 11% and 10% were
to three other customers.

During fiscal 2006, 16.1% of purchases were from one major vendor and 5.5%, 4.6%
and 4.5% were from 3 other vendors. During fiscal 2005, 11% and 10% of purchases
were from two major vendors.


NOTE 14 - SUBSEQUENT EVENTS

Effective April 28, 2006, True Health, Inc., a Utah corporation, was
reincorporated as MediQuip Holdings, Inc., a Nevada corporation,
for the purpose of changing the corporate domicile from Utah to Nevada.

Following the revised preferred share purchase agreement effected December 16,
2005, MediQuip received from external investors $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.

On May 3, 2006 MediQuip received $23,000 from holders of Series A Warrants for
184,000 shares of common stock.

Subsequent to the year end, MediQuip designated Series C Convertible Preferred
Stock. On May 3, 2006, for cash of $90,000, MediQuip issued 2,800 shares of
Series C Convertible Preferred Stock and 120,000 Class A Warrants each to
purchase one share of common stock at an exercise price of $0.125 per share. The
Series C preferred stock is convertible into common stock at $12.50 per share.




<PAGE>


                           PART II - OTHER INFORMATION


ITEM 15    EXHIBITS AND REPORTS ON FORM 10-KSB

                                                   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:  June 2, 2006


                                               MEDIQUIP HOLDINGS, INC.

                                               BY: David Francis
                                                   -------------------
                                                   David Francis, CEO



                                               BY: Ian Wylie
                                                   ------------------
                                                   Ian Wylie, CFO


<PAGE>


                                  Exhibit 31.1

                            Certification Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2003

I, David Francis, certify that:

1.       I have reviewed the quarterly report on Form 10-KSB of MediQuip
         Holdings, Inc. for the period ended January 31, 2006 (this "Report");

2.       Based on my knowledge, this Report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this Report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this Report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this Report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

     (a)   designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within those
           entities, particularly during the period in which this Report is
           being prepared;
     (b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     Report (the "Evaluation Date"); and
     (c) presented in this Report our conclusions about the effectiveness of the
     disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;


     5. The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors:

     (a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and
     (b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officers and I have indicated in this
     Report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:


David Francis
--------------------------------------
David Francis, CEO



<PAGE>


                                  Exhibit 31.2

                            Certification Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2003

I, Ian Wylie, certify that:

7.     I have reviewed the quarterly report on Form 10-KSB of MediQuip Holdings,
       Inc. for the period ended January 31, 2006 (this "Report");

8.     Based on my knowledge, this Report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this Report;

9.     Based on my knowledge, the financial statements, and other financial
       information included in this Report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this Report;

10.    The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

       (a)    designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              Report is being prepared;
       (b)    evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this Report (the "Evaluation Date"); and
       (c)    presented in this Report our conclusions about the effectiveness
              of the disclosure controls and procedures based on our evaluation
              as of the Evaluation Date;

11.    The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors:

(a)           all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and
       (b)    any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

12.    The registrant's other certifying officers and I have indicated in this
       Report whether or not there were significant changes in internal controls
       or in other factors that could significantly affect internal controls
       subsequent to the date of our most recent evaluation, including any
       corrective actions with regard to significant deficiencies and material
       weaknesses.


Dated:


Ian Wylie
--------------------------------------
Ian Wylie, CFO


<PAGE>


                                   Exhibit 32


Certification Pursuant to 18U.S.C Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003

Each of the undersigned hereby certifies, for the purposes of section 1350 of
chapter 63 of title 18 of the United States Code, in his capacity as an officer
of MediQuip Holdings, Inc. ("MediQuip"), that, to his knowledge, the quarterly
report on Form 10-KSB of MediQuip for the period ended January 31, 2006, fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934 and that the information contained in such amendment to said report
fairly presents, in all material respects, the financial condition and results
of operation of MediQuip.



Dated: June 2, 1006


David Francis
--------------------------------------
David Francis, CEO


Ian Wylie
--------------------------------------
Ian Wylie, CFO