UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

 -------- ---------------------------------------------------------------------
 [X]      Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2005
 -------- ---------------------------------------------------------------------

                         COMMISSION FILE NUMBER: 0-30351

                                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 2005 were $5,601,287
The aggregate market value of the voting stock held by non-affiliates of the
registrant on April 29, 2005 was approximately $0.7 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, 2005 was
51,616,875

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



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


                           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  termination  or  non-renewal of any
  lease

* 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.





                                        3


                                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




                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


INTRODUCTION

True Health 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 the
relocation services that it seeks to provide via True Relocation Limited it also
aims in the long term to facilitate the supply of nurses and medical specialists
to areas of acute shortage, from countries where there is an oversupply of those
specialists. This is undertaken within the procedures laid down by government
immigration guidelines in each country that it operates.


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. True Health'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.

Hereinafter, all references to True Health or the Company include its sole
wholly-owned operating subsidiary, Westmeria Healthcare, Ltd.


INDUSTRY BACKGROUND

The supply of specialist pressure care equipment and human resource solutions to
the Healthcare sector has been identified by True Health'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 has developed as hospitals face shortages in general nursing and
specialist medical areas, such as radiography. The True Health works closely in
developing its relationships with hospital management to generate cost effective
solutions to their needs.


RISK FACTORS

True Health faces the risk of not being able to capture market share outside of
the UK. The Company has extensive experience in the UK and has a solid growth
plan for that market. True Health's 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
True Health, as the larger number of healthcare providers in the US tends to
allow new sellers to enter the market more easily.

True Health potentially faces the risk of overtrading, financially and
operationally, as it expands rapidly. To mitigate this, Management have
developed a strong and healthy relationship with its bankers, external funders
and factor to allow it sufficient financing facilities to support its growth.

The risk of over-diversification of the Group's product and service range could
lead to stretching of Management's resources, leading to a dilution in the
Group's effectiveness. To counter this, the Directors and Management have set in
place a comprehensive Strategic Plan on which its integrated Operational Plan is
based. Through setting challenging targets, regular reporting and focus on
performance at all levels, True Health is quick to respond to changing market
conditions.

True Health is reliant upon a few key individuals. As such its current operating
profitability and its future financial success is dependant upon retaining and
developing its staff. During the year a more comprehensive remuneration and
reward scheme, based upon rewarding the best sales performers and retaining and
motivating its employees generally was implemented. Its focus is also aimed at
succession planning, combined with the reorganisation of its 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

True Health'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.

True Health's mission is to become one of the top suppliers of healthcare
recruitment services and pressure relieving systems 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 True Health 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, True Health 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, True
Heath has three key competitive advantages in this market. Firstly, whereas its
competitors in healthcare recruitment grew out of recruitment in other
industries, such as IT, True Health'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, True Health 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, True Health 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 600
private hospitals and private clinics that account for approximately $3 billion
in annual spending.

Primary Care Trusts
There are approximately 303 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 d octors, 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

True Health 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 the Company started as a distributor of pressure relief equipment to
the nursing home market, True Health 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, True Health launched its recruitment division. The Company
identified a growing need in the UK for qualified temporary and permanent
healthcare staff including doctors and nurses. True Health's medical recruitment
business has been tremendously successful, growing to $3.5 million in sales in
the last year.

The Company seeks to meet the shortage of medical personnel in the UK by
recruiting qualified candidates from primarily English-speaking nations outside
of the United Kingdom. To support this effort, in October 2003 True Health
formed True Relocation Limited, a relocation services company that sought to
identify, screen, recruit, and relocates qualified healthcare personnel to the
UK. This activity within the True Health group was formed to seek to provide a
seamless relocation medium for foreign national candidates and ensuring a
consistent supply of qualified staff to meet the UK's staffing deficit. The
British government has made it a priority to support relocation of foreign
nationals to meet domestic needs and True Relocation works closely with
immigration specialist to ensure that it operates within government guidelines.
During 2004 this service was registered with the UK government department Which
oversees this activity and the company changed its business model to outsource
this function, allowing the maximum flexibility, while keeping costs to a
minimum.



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
2005 it employed twenty seven 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. True Health 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 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

All employees, at every level, are encouraged to develop their skills and
qualifications and True Health 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 True Health 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

True Health 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.


TRADEMARK

The company holds a trademark on the name TRUE HEALTH, 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.

There were no matters put to a vote of the shareholders.







                                     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, 2005, 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, 2004           High              Low
           1/st/ Quarter                      $ .62             $.01
           2/nd/ Quarter                      $ .37             $.30
           3/rd/ Quarter                      $1.60             $.37
           4/th/ Quarter                      $1.47             $.62


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






STOCKHOLDERS

As of January 31, 2005, the Company had 1,035 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 February 21, 2005 the company entered into an agreement with a foreign
institutional investor for the private sale of 500,000 ordinary shares in
reliance on the exemption from registration in Regulation S of the Securities
Act of 1933. The price was $0.0505 and total funds received were $25,250.



OTHER UNREGISTERED SECURITIES TRANSACTIONS,

On April 18, 2005 the Company entered into an agreement 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, 2005 Compared to YEAR Ended JANUARY 31, 2004

RESULTS OVERVIEW

The Directors are pleased to announce the results of True Health for the year
ended January, 31 2005 which demonstrate significant growth in revenues and
gross profit over the year.


Revenue

Revenues increased by 40.3% ($1,609,283) to $5,601,287 from $3,992,004 for
fiscal 2004 as compared to fiscal 2003. Much of this increase was generated
through the recruitment division which increased its revenues to $3,553,212,
having only commenced operations from a standing start in August 2002.


Cost of Sales

Cost of sales for fiscal 2004, compared to fiscal 2003, are as follows:
<TABLE>
                                                   Year ended                       Year ended
                                               January 31, 2005                 January 31, 2004

                                               Cost of          % of           Cost of         % of
                                                 Sales          Revenue         Sales          Revenue
<S>                                          <C>                <C>            <C>             <C>
Equipment rentals and sales                  $  723,764         36.3%          $273,388         21.1%

Radiographer services and                    $2,747,550         77.3%          $2,091,317       78.5%
   - placement fees

Total                                        $3,471,314         62.0%          $2,364,705       59.2%

</TABLE>
The increase in the overall cost of sales as a percentage of sales reflects an
increase in equipment sales and rentals activity as a proportion of the total
cost of sales. In addition, as equipment revenues have grown from a large
increase in the distributor network arm of the business where margins are
slightly lower.


Gross profit

The Gross profit margin for fiscal 2004 and 2003, respectively, is $2,129,973
and $1,627,299, or an increase of $502,674 or 30.9%. As the Company expands into
new fields it is experiencing lower margins, especially in the equipment sector.
It has, however, still managed to maintain an average gross profit margin of
38.0% during fiscal 2004, as compared with 40.8% during fiscal 2003.


Exceptional expenses

During the year the Company incurred one-off, non-recurring expenses in respect
of a potential acquisition in the first half of the year, which did not reach
completion. These fees totalled $600,000, all of which were paid for by the
issue of shares and warrants in True Health. Excluding these exceptional items,
the Company incurred a loss of $630,684 for fiscal 2004. While Management are
not satisfied with this result, they view it as understandable given their
strategy for growth which has led to the deliberate steps of making investment
in Sales and Marketing expenditure, employing skilled employees and bringing in
a dynamic management team with experience of growing businesses. Fiscal 2004 has
been a year of transition, providing a more solid operating base upon which the
future growth of the organization can be secured.


General and administrative overheads

General and administrative expense excluding non-cash professional fees have
increased by $622,921 or 30.5% to $2,665,224 in fiscal 2004 as compared to
$2,042,303 for fiscal 2003. This increase is less than the 40.3% increase in
revenues and reflects the Company's achievement in starting to gain economies of
scale, in its larger size. Reasons for the increase are detailed as follows:

o An increase in warehouse space to accommodate the growing equipment business
o An increase in staff costs due to the recruitment of additional
  executive directors, operating and managerial staff to support the growth
  in business; and
o Expansion and ongoing costs of the decontamination operations to support
  the growth in the equipment rental business;
o Continuation of marketing and publicity expenditure as the Company further
  develops its profile with clients and the markets generally
o Reorganisation of staff within the organisation to meet the operational
  needs of the business

     Implementation of a new Information Technology framework and operating
     system which improved overall operating functionality and control over
     inventories.


Depreciation

The depreciation charge decreased by $ 74,895 to $41,747 for fiscal 2004,
compared with $116,652 in the previous year. This was predominantly due to the
disposal and full depreciation of older assets

Interest

Net interest expense for fiscal 2004 increased by $16,981, to $53,815 from
$36,834 in the fiscal years 2004 and 2003, respectively. This reflects the
increased debt to finance operations growth over the past year.


LIQUIDITY AND CAPITAL RESOURCES

During the year, True Health reported a net decrease in cash of $189,543. The
company's working capital requirements to fund its growth in sales are sourced
mainly from its factor, Venture Finance to which it owed $322,221. The accounts
receivable supporting the amount due to factor amounted to $499,474.


Operating Cash Flow

Net cash used in operating activities for fiscal 2004 was $414,727 compared with
$771,499 for fiscal 2003. This decrease is primarily due to the movement in
working


<PAGE>


capital requirements of the business.


Credit Facilities

We have a loan agreement with HSBC Bank for a term loan of $182,721 as of
January 31, 2005 and is due for repayment in monthly installments by November
2007. Interest is at 2% over the UK base rate (6.75% at January 31, 2005) and
the loan is secured by all assets of the Company, 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 (6.5% at January 31, 2005).

We believe that current levels of cash and cash equivalents ($67,103 at January
31, 2005) together with cash from operations, funds available under our credit
facilities, and funds available from the Company's 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, 2005, because of
the increased loss in fiscal 2005 of $1,230,684 and our negative working capital
as of January 31, 2005 of $386,120. 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
$350,000 from the sale of preference shares and 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 grow and we hope to attain profitability by fiscal
2005. 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 Quarterly Report on Form 10-QSB requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.

1) Allowance for doubtful accounts

We evaluate the adequacy of the allowance for doubtful accounts at the end of
each quarter. In performing this evaluation, we analyze the payment history of
significant past due accounts, subsequent cash collections on these accounts and
comparative accounts receivable aging statistics. Based on this information,
along with consideration of the general strength of the economy, we develop what
we consider to be a reasonable estimate of the uncollectible amounts included in
accounts receivable. This estimate involves our significant judgment. Actual
uncollectible amounts may differ from our estimate.


2) Provision for obsolete inventory

We estimate our provision for obsolete inventory based on customer orders sold
below cost, to be shipped in the following period and on the amount of similar
unsold inventory at period end. We analyze recent sales and gross margins on
unsold inventory in further estimating the inventory provision. The impact of
the inventory provision is reflected in cost of sales and the related gross
margins in the period that management deems that inventory has become obsolete.
This estimate involves our significant judgment. Actual gross margins on sales
of excess inventory may differ from our estimate.


ITEM 7.  FINANCIAL STATEMENTS

Audited financial statements as of January 31, 2005 and for the two years then
ended are attached.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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


ITEM 8A. CONTROLS AND PROCEDURES

At January 31, 2005, 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 effective in timely alerting
them to material information relating to us required to be included in our
periodic SEC filings.

During the second half of fiscal 2004 we undertook a project to upgrade our
accounting and operating software systems in order to improve operational
efficiency and internal reporting. This allowed us to further improve our
existing processes and procedures relating to the processing of equipment orders
and the control and reporting of inventories generally. The additional detailed
work undertaken during this project identified some areas for improvement in the
control, tracking and reporting of inventories, for which the upgrade software,
which integrates the equipment operating system and financial systems, would
provide. This project went live in November and management are confident in the
functionality of the new system to provide increased levels of control and
operational efficiency. Other than in the above area there have been no
significant changes in our internal controls or in other factors that could
significantly affect our controls subsequent to the date of that evaluation, and
no corrective actions with regard to significant deficiencies and material
weaknesses.




                                    PART 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              40       Director & Chief Executive Officer
Ian G Wylie                38       Director & Chief Financial Officer
Tom O'Shea                 35       Director
Tony Summers               37       Director (resigned April, 30 2004)
Steve O'Toole              33       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, BA(Hons) 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.

Tom O'Shea; became a director on 5 January 2004, and provides leadership in the
area of Sales. He has a strong pedigree in similar positions, having been
responsible for the London office of Elan, part of the Manpower group, and
previously as Managing Director of Permanent Recruitment at MSB International
PLC.

Steve O'Toole; was appointed director on 1 February 2005, having 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 and other executive officers who had total annual salary and
bonus for the fiscal years ended January, 31 2005 exceeding $100,000 for
services in all capacities. No other officer of the Company had total annual
salary and bonus for the year ended January, 31 2005 exceeding $100,000, nor did
any officer receive total annual salary and bonus for the year ended January, 31
2004 exceeding $100,000. 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         1/31/05           $ nil (2)          $0
Chief Executive
Officer

Tom O'Shea            1/31/05        $139,000 (3)          $0

Sales Director

Ian Wylie             1/31/05        $117,500 (3)          $0
Chief Financial
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.

 (3) Mr. O'Shea and Mr. Wylie were appointed executive officers of the company
     in January, 2004. They also serve as directors of Westmeria Health Care
     Limited.








STOCK OPTION GRANTS

No stock options or SAR's of any kind were granted during the year ended
January, 31 2005. The table below set forth information pertaining to stock
options granted to the Named Executive Officers during the fiscal year ended
January 31, 2004. No SAR's of any kind were granted in that year.




                      OPTION GRANTS IN THE YEAR ENDED JANUARY, 31 2004
<TABLE>
(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
----------------------------------------------------------------------------------------------
<S>                        <C>              <C>                        <C>        <C>
Ian Wylie                  (1)                     19%                   $.94(1)        02/12/2014
Tom O'Shea                 (1)                     19%                   $.94(1)        02/12/2014
</TABLE>
(1) The closing price of the Company's common stock was $.94 on January 12,
2004, the last day on which such common stock traded preceding this option
grant. The closing price of the Company's common stock was $.95 on January,13
2004, the next day on which such common stock traded after this option grant.


OPTION EXERCISES/VALUE OF UNEXERCISED OPTIONS

During the period ended January 31, 2005, no stock options were exercised by any
Named Executive Officer of the Company. As at January 31, 2005, the Company 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, 2005.


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

(A)                      (B)               (C)                   (D)        (E)
                       NUMBER OF SECURITIES
                       UNDERLYING UNEXERCISED                  VALUE OF UNEXERCISED
                       OPTIONS AT January 31, 2005             IN-THE-MONEY OPTIONS AT
                       (NUMBERS OF SHARES)                      January, 31 2005(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              100,000               $ 0      $ 0
VP Sales

</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, 2005 closing price of the Company's 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 May 16, 2005 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 (31,000,000); 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, 2005 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, 2004 .................. 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 May 17, 2004, we filed a report on Form 10-KSB relating to our results for
the year ended January 31, 2004.



(c) Report on Form 10-QSB

On June 15, 2004, we filed a report on Form 10-QSB relating to our results for
the quarter ended April 30, 2004.

On September 20, 2004, we filed a report on Form 10-QSB relating to our results
for the quarter ended July 31, 2004.

On December 27, 2004, we filed a report on Form 10-QSB relating to our results
for the quarter ended October 31, 2004.



(d) Report on Form 8-K

On December 12, 2004, we filed a report on Form 8-K relating to the resignation
of officers of the company.

On February 2, 2005, we filed a report on Form 8-K relating to the appointment
of a director of the company.

On February 24, 2005, we filed a report on Form 8-K relating to the private sale
of equity securities.

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

On March 15, 2005, we filed a report on Form 8-K/A relating to an agreement to
exchange ordinary shares of the Corporation's common stock for shares of
Convertible Preferred Stock.



(e)      Report on Form Pre 14c

On February 7, 2005, we filed an Information Statement on Form Pre-14c relating
to the allocation of certain powers to the President of the company.

On March 2, 2005, we filed a withdrawal of the Information Statement filed
February 7, 2005.




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 2004 and January,31 2005. 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 $21,000 for the
fiscal year ended January 31, 2004 and approximately $17,000 for the fiscal year
ended January 31, 2005 for professional services rendered for the audit of the
Company's annual financial statements and for the reviews of the financial
statements included in Company's 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 2005 and 2004
for non-audit services.









                  REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM




To the Board of Directors
  True Health, Inc.
  Beckenham, Kent, United Kingdom

We have audited the accompanying consolidated balance sheet of True Health, Inc.
as of January 31, 2005 and the related consolidated statements of operations,
stockholders' deficit and cash flows for each of the two years then ended. These
financial statements are the responsibility of True Health's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of True Health as of January 31 ,
2005 and the results of its operations and its cash flows for each of the two
years then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that True
Health will continue as a going concern. As shown in the financial
statements, True Health incurred net losses of $1,230,685 and $1,068,884 during
the years ended January 31, 2005 and 2004, and as of January 31, 2005, True
Health's current liabilities exceeded its current assets by $386,120. These
factors raise substantial doubt about True Health's ability to continue as a
going concern. Management's plans in regard to these matters are described in
note 2. The 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 16, 2005

<PAGE>


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


                                TRUE HEALTH, INC.
                           CONSOLIDATED BALANCE SHEET
                                January 31, 2005

<TABLE>
                  ASSETS
<S>                                                                                         <C>
Current Assets
  Cash                                                                                      $    67,103
  Accounts receivable, net                                                                      499,474
  Inventory                                                                                     145,609
  Other                                                                                          40,817
                                                                                            -----------
         Total Current Assets                                                                   753,003

Equipment, net of accumulated depreciation of $295,825                                          215,969
                                                                                            -----------
                                                                                           $   968,972
                                                                                            ===========

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Note payable to factor                                                                     $   322,221
  Current portion of notes payable                                                                73,816
  Accounts payable                                                                               110,272
  Accrued expenses                                                                               357,466
  Advances from stockholders                                                                     275,348
                                                                                             -----------
         Total Current Liabilities                                                             1,139,123
Long-term portion of notes payable                                                                99,173
                                                                                             -----------
         Total Liabilities                                                                     1,238,296
                                                                                             -----------

Commitments


Stockholders' Deficit
  Common stock, $.01 par value, 100,000,000
    shares authorized, 861,439
    shares issued and outstanding                                                                516,168
  Paid in capital                                                                              1,654,588
  Retained deficit                                                                           (2,370,109)
  Accumulated other comprehensive loss                                                        (   69,971)
                                                                                            -----------
         Total Stockholders' Deficit                                                          (  269,324)
                                                                                            -----------
                                                                                            $   968,972
                                                                                            ===========
</TABLE>


<PAGE>


                                TRUE HEALTH, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      Years Ended January 31, 2005 and 2004

<TABLE>
                                                                                2005                    2004
                                                                                -----------             -----------
<S>                                                                             <C>                     <C>
Revenue
     Equipment rentals and sale                                                  $ 1,996,051           $ 1,295,347
     Gross fees from radiographer services                                         3,553,212             2,662,524
     Other                                                                            72,024                34,133
                                                                                 -----------           -----------
         Total Revenues                                                            5,601,287             3,992,004
                                                                                 -----------           -----------

Cost of equipment sold                                                               723,764               273,388
Cost of radiographer services                                                      2,747,550             2,091,317
General and administrative                                                         3,265,226             2,542,697
Depreciation                                                                          41,757               116,652
                                                                                -----------             -----------
         Total operating expenses                                                 6,778,297              5,024,054
                                                                                -----------             -----------
         Operating income (loss)                                                  (1,177,010)           (1,032,050)

Interest income                                                                         140                     20
Interest expense                                                                  (   53,815)           (   36,854)
                                                                                -----------              -----------
         Income (loss) before income taxes                                        (1,230,685)           (1,068,884)

Income tax expense (recovery)                                                              -                     -
                                                                                -----------               -----------
         NET INCOME (LOSS)                                                       $(1,230,685)            $ (1,068,884)
                                                                                ===========               ===========

Basic and diluted earnings (loss) per share                                           $(1.43)               $(1.29)

Weighted average shares outstanding                                                   861,439                829,462

</TABLE>




<PAGE>


                                TRUE HEALTH, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      Years Ended January 31, 2005 and 2004
<TABLE>
                                                                                          Accumulated
                                                                                             Other
                                                                                         Comprehensive
                                       Common Stock        Paid in       Retained       Income
                                    Shares          Par    Capital       (Deficit)      (Loss)        Totals
                                  ----------    --------- --------     -----------    --------     ----------
<S>                               <C>           <C>       <C>          <C>            <C>          <C>
Balances,
    January 31, 2003                625,000       $6,250   $(974)      $(   70,540)   $( 62  )     $(  65,326)

Stock contributed by
  majority shareholder               (85,813)      (858)    858

Stock issued for debt                 73,675        737   256,456                                     257,193

Deemed distribution to
  majority shareholder
  by transfer of paid-in
  capital to debt                                        (257,193)                                  (257,193)

Reorganization
  - shares issued for
    public shell                       5,476        55     (55)
  - shares issued for
    services in the
    merger                            49,750       498    (498)

Stock issued for
    services                         127,533    1,275   441,975                                      443,250

Warrants issued for
  services                                                57,144                                     57,144

Imputed interest on
  shareholder loans                                        10,336                                     10,336

Warrants exercised
  for cash                            33,841     338      514,912                                    515,250

Net loss                                                            (1,068,884)                   (1,068,884)

Foreign currency
  translation                                                                        (37,554)       (37,554)
                                                                                                   ----------
  Comprehensive loss                                                                               (1,106,438)
                                  ----------  --------  --------    -----------     --------     ----------
Balances,
  January 31, 2004                   829,462    8,295    1,022,961     (1,139,424)     (37,616)    (  145,784)

Stock issued for
    Services                          16,667     167      599,833                                    600,000

Stock issued for cash                  3,334      33       64,467                                     64,500

Warrants exercised
  for cash                            11,976     120      474,880                                    475,000

Net loss                                                               (1,230,685)                 (1,230,685)

Foreign currency translation                                                            (32,355)       (32,355)
--------
                                                                                                     ----------
  Comprehensive loss                                                                                 (1,263,040)
                                  ----------  --------   ----------    -----------     --------     ----------
Balances,
    January 31, 2005                 861,439   $8,614   $2,162,142    $(2,370,109)    $(69,971)     $(269,324)
                                 ==========   ======== ==========        ===========    ========     ==========
</TABLE>



<PAGE>


                                TRUE HEALTH, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                      Years Ended January 31, 2005 and 2004
<TABLE>
                                                                                   2005                    2004
                                                                                -----------            -----------
<S>                                                                             <C>                     <C>
Cash Flows From Operating Activities
  Net income (loss)                                                              $(1,230,685)          $(1,068,884)
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                                                      70,742               116,652
    Stock issued for services                                                        600,000               443,250
    Stock warrants issued for services                                                     -                57,144
    Imputed interest on shareholder debt                                               5,032                10,336
    Changes in:
         Accounts receivable                                                         178,609            (  486,787)
         Inventory                                                                (   46,162)           (    5,176)
         Income tax refund receivable                                                                   (   25,719)
         Other current assets                                                         30,152            (   70,387)
         Accounts payable                                                         (    4,620)                 8,020
         Accrued expenses                                                            113,745                188,265
                                                                                -----------             -----------
  Net Cash From (Used in) Operating Activities                                    (1,024,671)           (  771,499)
                                                                                -----------             -----------
Cash Flows Used in Investing Activities
  Purchase of equipment                                                          (   54,600)            (  121,663)
  Impairment                                                                        120,598                      -
                                                                                -----------             -----------
  Net Cash From (Used in) Financing Activities                                        65,998            ( 121,663)
                                                                                 -----------           -----------
Cash Flows From Financing Activities
  Proceeds from exercise of warrants for stock                                       475,000               515,250
  Stock issued for cash                                                               64,500                     -
  Proceeds from stockholder advances                                                  65,000               178,867
  Payments on stockholder advances                                                (   78,905)                   -
  Net change in note payable to factor                                            (   73,518)              306,710
  Proceeds on notes payable                                                            9,822               190,430
  Payments on notes payable                                                       (   27,699)           (    4,149)
  Repayment on capital lease                                                      (   12,975)                    -
                                                                                -----------             -----------
  Net Cash From (Used in) Financing Activities                                       156,450             1,187,108
                                                                                -----------             -----------
Effect of exchange rate changes on cash                                               12,679            (   37,554)
                                                                                 -----------           -----------
Net change in cash                                                                (  189,545)               256,392
Cash at beginning of year                                                            256,647                   255
                                                                                -----------            -----------
Cash at end of year                                                              $    67,102           $   256,647
                                                                                ===========            ===========
Cash paid during the year for:
  Interest                                                                       $       140          $     36,854
  Income taxes                                                                             -                     -

Non-cash financing and investing activities:
  Purchase of vehicle financed by dealership                                    $         - $              10,000

</TABLE>
<PAGE>


                                TRUE HEALTH, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Westmeria Health Care Limited (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.

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.

The preparation of 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,
liabilities, revenues and expenses, as well as certain financial statement
disclosures. While management believes that the estimates and assumptions used
in the preparation of the financial statements are appropriate, actual results
could differ from these estimates.

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, 2005.

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.

Allowance For Doubtful Accounts. True Health 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.

Long-lived Assets. 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.

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 2005 or 2004.

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.

Stock options and warrants. True Health 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. True Health accounts for stock options and warrants issued
to employees under the intrinsic value method. Under this method, True Health
recognizes no compensation expense for stock options or warrants granted when
the number of underlying shares is known and the exercise price of the option or
warrant is greater than or equal to the fair market value of the stock on the
date of grant. No stock-based compensation was issued to employees during 2005
and 2004.

Earnings per Share. Basic earnings per share equals net earnings divided by
weighted average shares outstanding during the year. Diluted earnings per share
include the impact of common stock equivalents using the treasury stock method
when the effect is dilutive. There were common stock equivalents during fiscal
2004 but they were not counted as their effect would be anti-dilutive.

Segment reporting. True Health operates two lines of business, but its internal
reporting does not formalize the separation of these two lines into separate
reporting divisions for management purposes. Thus, discrete financial
information by segment is not readily available and segment reporting is not
required.

Foreign currency. True Health designates the United Kingdom pound as their
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, 2005.

Recently issued accounting pronouncements. True Health does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on its financial position, results of operations or cash flow.

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


NOTE 2 - GOING CONCERN

True Health incurred net losses of $1,230,685 and $1,068,884 during fiscal 2005
and 2004, and as of January 31, 2005, True Health's current liabilities exceeded
its current assets by $386,120. Because of these conditions, True Health will
require additional working capital to develop business operations. True Health
intends to raise additional working capital either through private placements,
public offerings and/or bank financing.

These conditions raise substantial doubt about True Health'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 True
Health be unable to continue as a going concern.


NOTE 3 - PROPERTY AND EQUIPMENT

                            Depreciation
                               Lives
                           ------------
         Rental equipment      4 years                       $ 260,861
         Office equipment  3 - 5 years                         303,246
         Vehicles              4 years                          42,565
                                                             ---------
                                                               511,794
         Less:  accumulated depreciation                     (295,825)
                                                             ---------
                                                             $ 215,969
                                                             =========


NOTE 4 - NOTE PAYABLE TO FACTOR

True Health maintains a credit line with Venture Finance PLC (Venture) which
involves the sale of True Health's 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 True Health. Because of this
mandatory recourse provision, this agreement is treated as a financing
arrangement with the sold receivables carried as assets by True Health, and the
net uncollected amount advanced by Venture to True Health as a loan. All
discounts are treated as interest expense.


NOTE 5 - NOTES PAYABLE
<TABLE>
  Credit line payable to HSBC Bank PLC in London, England, with interest at
<S>                                                                                                  <C>
  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
  agreement expires December 2007.                                                                   $156,095

  Capitalized vehicle lease, with monthly payments due of approximately $722
  including interest at 7 - 14% APR, collateralized by a vehicle with a cost of
  approximately
  $10,000.                                                                                              8,280

  Mastercard credit card balance owed to Bank of Scotland, and carried in the
  name of a key employee, no collateral, with
  interest at 14.9% APR, and approximately $5,500 credit limit.                                         8,614
                                                                                                     --------
         Total                                                                                       $172,989
         Less:  amounts due within one year                                                           (73,816)
                                                                                                     --------
         Long-term portion of notes payable                                                           $99,173
                                                                                                     ========

Future principal repayments are due in the years ended:
                                                                             January 31, 2007        $56,973
                                                                                         2008          42,250
                                                                                                     --------
                                                                                                      $99,173
                                                                                                     ========
</TABLE>

NOTE 6 - AMOUNTS PAYABLE TO STOCKHOLDERS

The majority stockholder and several key employees have periodically advanced
amounts to Westmeria for operating capital. These advances bear no interest, and
an 8% imputed interest charge has been added as an increase to stockholders'
equity. In June 2003, the key employees purchased 4,420,500 shares from the
previously sole shareholder by exchanging $257,193 in amounts previously
advanced to Westmeria. These advances were thus transferred to the majority
stockholder who now holds all of this debt.


NOTE 7 - INCOME TAXES

Westmeria 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.
<TABLE>
Income tax is composed of:
                                                                                  2005                 2004
                                                                                  ----------            ----------
<S>      <C>                                                                      <C>                  <C>
         Current income tax (recovery)                                             $        -          $        -
         Deferred income tax                                                                -                    -
                                                                                  ----------            ----------
                                                                                   $        -           $        -
                                                                                  ==========            ==========

The following is a reconciliation of the effective income tax rate:

                                                                                  2005                 2004
                                                                                  ----------           ----------
United Kingdom statutory income tax rate                                                 0.0%                  0.0%
Increase (decrease) in tax rate resulting from:
  Non-deductible expenses  -                                                                -
  Limited by refundable taxes paid in prior years                                          -
                                                                                  ----------           ----------
                                                                                         0.0%                  0.0%
                                                                                  ==========           ==========
</TABLE>
The net operating loss carry forward in the United Kingdom and the United States
at January 31, 2005 is approximately $500,000 and $600,000 respectively.
Carryforwards in each country expire in 2023 - 2024.

NOTE 8 - COMMITMENTS

Westmeria leases its facility under an operating lease agreement which expires
in 2009. Total minimum rental commitments as of January 31, 2005 are $59,776 in
2005, $59,776 in 2006, and $179,328 thereafter. Total rent expense was $53,383
and $24,217 in 2005 and 2004 respectively.


NOTE 9 - MAJOR CUSTOMERS AND VENDORS

Westmeria sold 24% and 24% of fiscal 2005 and 2004 sales, respectively, to one
customer. In 2005, Westmeria sold 14%, 11% and 10% of its sales to 3 other
customers.

Westmeria purchased 11% and 10% from two major vendors during fiscal 2005.


NOTE 10 - SUBSEQUENT EVENT

On February 21, 2005 Westmeria sold 500,000 shares of common stock to a foreign
institutional investor. The price was $0.0505 and total funds received were
$25,250.

On March 17, 2005, the board of directors resolved a 60:1 stock split to reduce
the numbers of shares of common stock outstanding as of the close of business
April 18, 2005. Shares outstanding and net loss per shares presented in these
financial statements reflect the reverse split.


                                 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:  May,17 2005


                                               TRUE HEALTH, INC.

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



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




                                    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 True Health,
         Inc. for the period ended January 31, 2005 (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: May 17, 2005


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


                                    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 True Health, Inc.
       for the period ended January 31, 2005 (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: May,17 2005



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




                                    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 True Health, Inc. ("True Health"), that, to his knowledge, the
       quarterly report on Form 10-KSB of True Health, Inc. for the period ended
       January 31, 2005, 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 True
       Health.

Dated: May,17 2005


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


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