**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
 
 **FORM
        10-QSB**
 
 [X]
              Quarterly
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
                FOR
                  THE QUARTERLY PERIOD ENDED**JULY
                  31, 2006**OR[
                  ]
              Transition
                  Report Pursuant to Section 13 or 15(d) of the
                Securities
                  Exchange Act of 1934For
                  the transition period from to
 
 **COMMISSION
        FILE NUMBER: 0-30351**
 
 **MediQuip
        Holdings, Inc.**
 (Exact
        name of registrant as specified in its charter)
 
 **Utah**
              **75-2263732**(State
                  of other jurisdiction
                of
                  incorporation or organization)
              (IRS
                  Employer Identification
                Number)
 
 **Kelsey
        House, 77 High Street**
 **Beckenham,
        Kent**
 **UK
        BR3 1AN**
 (Address
        of principal executive offices)
 
 **+(44)
        (0) 208 658 9575**
 (Registrant's
        telephone number, including area code)
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the Registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.
 Yes
        [X]  No
        [
        ]
 
 Indicate
        the number of shares outstanding of each of the issuer's classes of common
        stock, as of
 **July
        31, 2006: 5,294,686**
 
 
 
 
 
 
 
 MEDIQUIP
        HOLDINGS, INC.
 CONSOLIDATED
        BALANCE SHEETS
 July
        31,
        2006 and January 31, 2006
 (unaudited)
 
 ASSETS
                
                July
                    31
                
                January
                    312006
                
                2006Current
                    assetsCash
                
                $
                2,264
                
                $
                65,109Accounts
                    receivable, net of allowance for bad debts of $36,422 and
                    $36,566
                
                
                401,557
                
                
                416,944Inventory
                
                
                55,865
                
                
                187,166Other
                
                
                66,070
                
                
                49,821Total
                    current assets
                
                
                525,756
                
                
                719,040Equipment,
                    net of accumulated depreciation of $409,740 and $343,402
                
                
                250,240
                
                
                184,615TOTAL
                    ASSETS
                
                $
                775,996
                
                $
                903,655LIABILITIES
                    AND STOCKHOLDERS’ DEFICITCurrent
                    LiabilitiesNote
                    payable to factor
                
                $
                291,235
                
                $
                286,103Current
                    portion of notes payable
                
                
                46,946
                
                
                55,244Accounts
                    payable
                
                
                18,973
                
                
                129,005Accrued
                    expenses
                
                
                490,659
                
                
                293,051Amounts
                    payable to stockholder
                
                
                173,127
                
                
                259,268Stock
                    payable
                
                
                -
                
                
                50,000Total
                    current liabilities
                
                
                1,020,940
                
                
                1,072,671Long-term
                    portion of notes payable
                
                
                34,738
                
                
                46,001Total
                    liabilities
                
                
                1,055,678
                
                
                1,118,672Commitments
                
                
                -
                
                
                -Stockholders’
                    deficitSeries
                    A convertible preferred stock, $.001 par value; 5,000,000 shares
                    authorized; 4,184,377 shares and 4,187,977 shares issued and
                    outstanding
                
                
                4,184
                
                
                4,188Series
                    C convertible preferred stock, $.001 par value; 30,000 shares
                    authorized;
                    22,000 shares and 0 shares issued and outstanding
                
                
                22
                
                
                -Common
                    stock, $.01 par value; 100,000,000 shares authorized; 5,294,686
                    shares and
                    5,110,686 shares issued and outstanding
                
                
                52,947
                
                
                51,107Additional
                    paid in capital
                
                
                5,796,853
                
                
                5,545,711Accumulated
                    deficit
                
                
                (5,819,465
                )
                
                (5,674,897
                )Accumulated
                    other comprehensive loss
                
                
                (314,223
                )
                
                (141,126
                )Total
                    stockholders’ deficit
                
                
                (279,682
                )
                
                (215,017
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS’ DEFICIT
                
                $
                775,996
                
                $
                903,655
 
  
  MEDIQUIP
        HOLDINGS, INC.
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 Three
        Months and Six Months Ended July 31, 2006 and 2005
 (unaudited)
 
 Three
                    Months Ended
                
                Six
                    Months Ended2006
                
                2005
                
                2006
                
                2005Revenue-
                    Equipment rentals and sales
                
                $
                590,293
                
                $
                617,333
                
                $
                1,041,953
                
                $
                1,053,021-
                    Other
                
                
                4,404
                
                
                10,507
                
                
                10,185
                
                
                19,003Total
                    revenues
                
                
                594,697
                
                
                627,840
                
                
                1,052,138
                
                
                1,072,024Cost
                    of sales
                
                
                146,556
                
                
                159,486
                
                
                236,817
                
                
                287,490General
                    and administrative
                
                
                493,077
                
                
                389,363
                
                
                866,395
                
                
                757,251Depreciation
                
                
                43,128
                
                
                42,467
                
                
                83,234
                
                
                59,870Total
                    operating expenses
                
                
                682,761
                
                
                591,316
                
                
                1,186,446
                
                
                1,104,611Net
                    operating income (loss)
                
                
                (88,064
                )
                
                36,524
                
                
                (134,308
                )
                
                (32,587
                )Equity
                    in earnings ofrecruitment
                    services
                
                
                -
                
                
                (60,346
                )
                
                -
                
                
                (43,618
                )Interest
                    income
                
                
                -
                
                
                372
                
                
                -
                
                
                372Interest
                    expense
                
                
                (6,412
                )
                
                (10,504
                )
                
                (10,262
                )
                
                (19,474
                )Net
                    loss
                
                $
                (94,476
                )
                $
                (33,954
                )
                $
                (144,570
                )
                $
                (95,307
                )Basic
                    and diluted lossper
                    share
                
                $
                (0.02
                )
                $
                (0.11
                )
                $
                (0.03
                )
                $
                (0.17
                )Weighted
                      average sharesoutstanding
                
                
                5,147,899
                
                
                310,698
                
                
                5,147,899
                
                
                547,535
  
  MEDIQUIP
        HOLDINGS, INC.
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 Six
        Months Ended July 31, 2006 and 2005
 (unaudited)
 Six
                    Months Ended2006
                
                2005Cash
                    Flows from Operating ActivitiesNet
                    loss
                
                $
                (144,570
                )
                $
                (95,307
                )Adjustments
                    to reconcile net loss to net cashused
                    in operating activities:Bad
                    debt expense
                
                
                24
                
                
                -Depreciation
                
                
                83,234
                
                
                59,870Imputed
                    interest on shareholder notes payable
                
                
                342
                
                
                14,273Changes
                    in:Accounts
                    receivable
                
                
                36,863
                
                
                (170,260
                )Inventory
                
                
                140,953
                
                
                61,930Other
                    current assets
                
                
                (13,680
                )
                
                (13,538
                )Accounts
                    payable
                
                
                (116,682
                )
                
                (45,442
                )Accrued
                    expenses
                
                
                182,154
                
                
                (68,304
                )Net
                    Cash Provided by /(Used
                    in) Operating Activities
                
                
                168,638
                
                
                (256,778
                )Cash
                    Flows Used in Investing ActivitiesPurchase
                    of equipment
                
                
                (139,339
                )
                
                (51,274
                )Cash
                    Flows From Financing ActivitiesProceeds
                    from exercise of warrants for stock
                
                
                23,000
                
                
                -Proceeds
                    from sale of preferred stock
                
                
                180,000
                
                
                45,000Proceeds
                    from related party advances
                
                
                -
                
                
                -Repayments
                    on related party advances
                
                
                (99,511
                )
                
                -Repayments
                    of capital lease obligations
                
                
                -
                
                
                (7,714
                )Proceeds
                    from notes payable
                
                
                1,239,495
                
                
                154,127Repayments
                    on notes payable
                
                
                (1,264,733
                )
                
                (29,274
                )Net
                    Cash Provided by Financing Activities
                
                
                78,251
                
                
                162,139Currency
                    translation adjustment
                
                
                (170,395
                )
                
                96,436Net
                    change in cash
                
                
                (62,845
                )
                
                (49,477
                )Cash
                    at beginning of period
                
                
                65,109
                
                
                67,102Cash
                    at end of period
                
                $
                2,264
                
                $
                17,625Cash
                    paid during the period for:Interest
                
                $
                10,262
                
                $
                25,967Income
                    Taxes
                
                
                -
                
                
                -Non-cash
                    investing and financing activities:Conversion
                    of common shares to preferred shares
                
                
                -
                
                
                1,374Conversion
                    of stock payable to preferred shares
                
                
                50,000
                
                
                -
 
 
 **MEDIQUIP
        HOLDINGS, INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 (unaudited)
 
 
 **NOTE
        1 - BASIS OF PRESENTATION**
 
 The
        accompanying unaudited interim financial statements of MediQuip Holdings,
        Inc.
        have been prepared in accordance with accounting principles generally accepted
        in the United States of America and the rules of the Securities and Exchange
        Commission, and should be read in conjunction with the audited financial
        statements and notes thereto contained in MediQuip Holdings, Inc.’s Annual
        Financial Statements filed with the SEC on Form 10-KSB and in respect of
        the
        comparative period, the significant acquisition statement filed with the
        SEC on
        Form 8-K. In the opinion of management, all adjustments, consisting of normal
        recurring adjustments, necessary for a fair presentation of financial position
        and the results of operations for the interim periods presented have been
        reflected herein. The results of operations for interim periods are not
        necessarily indicative of the results to be expected for the full year. Notes
        to
        the financial statements which would substantially duplicate the disclosure
        contained in the audited financial statements for the most recent fiscal
        year
        end to January 31, 2006, as reported in the Form 10-KSB, have been
        omitted.
 
 
 **NOTE
        2 - STOCK-BASED COMPENSATION**
 
 Effective
        February 1, 2006, MediQuip began recording compensation expense associated
        with
        stock options and other forms of equity compensation in accordance with
        Statement of Financial Accounting Standards (“SFAS”) No. 123R, *Share-Based Payment,* as
        interpreted by SEC Staff Accounting Bulletin No. 107. Prior to February 1,
        2006, MediQuip had accounted for stock options according to the provisions
        of
        Accounting Principles Board (“APB”) Opinion No. 25, *Accounting for Stock Issued to Employees,* and
        related interpretations, and therefore no related compensation expense was
        recorded for awards granted with no intrinsic value. MediQuip adopted the
        modified prospective transition method provided for under SFAS No. 123R,
        and,
        consequently, has not retroactively adjusted results from prior
        periods.
 
 During
        the six months ended July 31, 2006 and 2005, MediQuip did not grant any options
        to its employees.
 
 
 **NOTE
        3 - EXERCISE OF WARRANTS**
 
 During
        the first quarter of fiscal 2007, MediQuip received $23,000 from holders
        of
        Series A Warrants for 184,000 shares of common stock.
 
 
 **NOTE
        4 - CONVERTIBLE PREFERRED STOCK**
 
 On
        April
        22, 2005, MediQuip entered into a securities purchase agreement with four
        investors to sell Series A preferred shares in four tranches. The agreement
        was
        revised effective December 16, 2005. The Series A preferred stock is convertible
        into common stock at $0.0625 per share. The
        preferred shares receive cumulative dividends at 2.50% above the prime rate
        payable quarterly. A summary of the four tranches is as follows:
 Traunch
                Shares
                Amount
                Closing
                    Date1
                3,600
                $
                    45,000
                May
                    2, 20052
                4,000
                50,000
                December
                    19, 20053
                4,800
                60,000
                February
                    7, 20064
                9,600
                120,000
                May
                    3, 2006Total
                22,000
                $
                    275,000
  MediQuip
        received $60,000 on February 7, 2006 in respect of Closing 3 and $30,000
        on
        April 12, 2006 and $90,000 on May 3, 2006 in respect of Closing 4.
 
 In
        May
        2006, MediQuip designated 30,000 share of Series C Convertible Preferred
        Stock
        to replace the Series A shares to these four investors. The Series C preferred
        stock is convertible into common stock at $12.50 per share.
 
 
 **NOTE
        6 - WESTMERIA RECRUITMENT**
 
 A
        summary
        of the results of operations for Westmeria Recruitment for the three and
        six
        months ended July 31, 2006 and 2005 is as follows:
 Three
                    Months Ended
                
                Six
                    Months Ended2005
                
                2005
                
                2006
                
                2005Revenue
                
                $
                755,491
                
                $
                529,638
                
                $
                1,328,353
                
                $
                1,065,191Cost
                    of recruitment services
                
                
                (612,402
                )
                
                (482,782
                )
                
                (1,088,730
                )
                
                (895,161
                )General
                    and administrative
                
                
                (140,722
                )
                
                (107,202
                )
                
                (238,593
                )
                
                (213,648
                )Net
                    income / (loss)
                
                
                2,367
                
                
                (60,346
                )
                
                1,030
                
                
                (43,618
                )MediQuip’s
                    equity inNet
                    income / (loss)
                
                $
                -
                
                $
                (60,346
                )
                $
                -
                
                $
                (43,618
                )
 
 On
        December 5, 2005, Westmeria sold 50% of its recruitment business and associated
        assets to the Managing Director of that division.
 
 Previous
        losses reduced MediQuip’s investment in Westmeria Recruitment to zero. As a
        consequence, MediQuip will not record equity in the net income of Westmeria
        Recruitment until MediQuip’s share of the net income exceeds the excess losses
        not previously recorded.
 
 
 **NOTE
        7 - SUBSEQUENT EVENTS**
 
 During
        August 2006, MediQuip received $25,750 from holders of Series A Warrants
        for
        206,000 shares of common stock.
  
  ITEM
        2.
        MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
 
 Important
        Information Regarding Forward-Looking Statements
 
 This
        Quarterly Report on Form 10-QSB contains forward-looking statements within
        the
        meaning of Section 27A of the Securities Act of 1933, as amended, and Section
        21E of the Securities Exchange Act of 1934, as amended. Those statements
        include
        indications regarding our intent, belief or current expectations, including
        our
        plans with respect to the sourcing, manufacturing, marketing and distribution
        of
        our products and services, the belief that current levels of cash and cash
        equivalents together with cash from operations and existing credit facilities
        will be sufficient to meet its working capital requirements for the next
        twelve
        months, our expectations with respect to the performance of the counterparties
        to its letter of credit agreements, our plans to invest in derivative
        instruments and the collection of accounts receivable, our beliefs and intent
        with respect to and the effect of changes in financial accounting rules on
        its
        financial statements. Such statements are subject to a variety of
 risks
        and
        uncertainties, many of which are beyond the our control, which could cause
        actual results to differ materially from those contemplated in such
        forward-looking statements, which include, among other things, (i) changes
        in
        the marketplace for our products and services, (ii) the introduction of new
        products or pricing changes by our competitors, (iii) changes in exchange
        rates,
        and (iv) changes in the economy. Existing and prospective investors are
        cautioned not to place undue reliance on these forward-looking statements,
        which
        speak only as of the date hereof. We undertake no obligation to update or
        revise
        the information contained in this Quarterly Report on Form 10-QSB, whether
        as a
        result of new information, future events or circumstances or
        otherwise.
 
 Critical
        accounting policies
 
 We
        have
        identified the policies below as critical to our business operations and
        the
        understanding of our results of operations. The impact and any associated
        risks
        related to these policies on our business operations is discussed throughout
        Management's Discussion and Analysis of Financial Condition and Results of
        Operations where such policies affect our reported and expected financial
        results. The preparation of this Quarterly Report on Form 10-QSB requires
        us to
        make estimates and assumptions that affect the reported amount of
 assets
        and liabilities, disclosure of contingent assets and liabilities at the date
        of
        our financial statements, and the reported amounts of revenue and expenses
        during the reporting period. There can be no assurance that actual results
        will
        not differ from those estimates.
 
 1)
        Allowance for doubtful accounts
 
 We
        evaluate the adequacy of the allowance for doubtful accounts at the end of
        each
        quarter. In performing this evaluation, we analyze the payment history of
        significant past due accounts, subsequent cash collections on these accounts
        and
        comparative accounts receivable aging statistics. Based on this information,
        along with consideration of the general strength of the economy, we develop
        what
        we consider to be a reasonable estimate of the uncollectible amounts included
        in
        accounts receivable. This estimate involves our significant judgment. Actual
        uncollectible amounts may differ from our estimate.
 
 2)
        Provision for obsolete inventory
 
 We
        estimate our provision for obsolete inventory based on customer orders sold
        below cost, to be shipped in the following period and on the amount of similar
        unsold inventory at period end. We analyze recent sales and gross margins
        on
        unsold inventory in further estimating the inventory provision. The impact
        of
        the inventory provision is reflected in cost of sales and the related gross
        margins in the period that management deems that inventory has become obsolete.
        This estimate involves our significant judgment. Actual gross margins on
        sales
        of excess inventory may differ from our estimate.
 
 
 
 Three
        Months Ended July 31, 2006 Compared to Three Months Ended July 31,
        2005
 
 Revenue
 
 Total
        revenue for the three months ended July 31, 2006 was $594,697. This compares
        with total revenues of $627,840 for the three months ended July 31, 2005
        and
        represents a decrease of $33,143 or 5.3%. **This
        minor reduction in revenues was mainly due to the deliberate reduction in
        medical inventory levels in advance of the company’s relocation of its operating
        facilities at the end of July. As a result there were fewer products available
        to sell during July.**
 
 The
        equipment rentals and sales revenue of $590,293 for the three months ended
        July
        31, 2006 represents a decrease of $27,040, or 4.9% when compared to the revenues
        of $617,333 for the three months ended July 31, 2005. **This minor reduction in revenues was mainly due to the deliberate reduction
        in
        medical inventory levels in advance of the company’s relocation of its operating
        facilities at the end of July. As a result there were fewer products available
        to sell during July.**
 
 Cost
        of sales
 
 Cost
        of sales for the three months ended July 31, 2006, compared to the three
        months
        ended July 31, 2005 are as follows:
 Three
                      months ended
                  Three
                      months endedJuly
                      31, 2006
                  July
                      31, 2005Equipment
                      rentals and sales
                  $146,556
                      24.8%
                  $159,486
                      25.8%
 Improvements
        in the Company’s stock control system and obtaining savings through bulk buying
        has contributed to a further improvement in the ratio of cost of sales to
        sales
        over the last year.
 
 General
        and administrative overheads
 
 General
        and administrative overheads have increased by $103,714 to $493,077 for the
        three months to July 31, 2006, compared to expenses of $389,363 for the three
        months to July 31, 2005. This is mainly due to the expenditure related to
        the
        company relocating its operational activities to a new integrated warehouse,
        office and distribution centre at the end of July. The main areas of additional
        expenditure are derived from the following areas:
 
 ·  Expenditure
        on rent and other associated property costs during the two month period that
        MediQuip was paying for the new premises in addition to its old office and
        warehouse, prior to the relocation,
 
 ·  The
        expenditure associated with removals to the new facilities
 
 ·  Expenditure
        associated with the fitting out and preparation of the new premises, including
        expenditure associated with networking and computer costs.
 
 Interest
        expense
 
 Net
        interest expense of $6,412 for the three months to July 31, 2006 decreased
        by
        $3,720 compared with $10,132 for the three months to July 31, 2005. This
        is
        mainly due to the improved cash and liquidity position of the Company following
        the additional funds during the last year in addition to the improvement
        in
        average working capital over the period.
 
 
 Six
        Months Ended July 31, 2006 Compared to Six Months Ended July 31,
        2005
 
 Revenue
 
 Total
        revenue for the six months ended July 31, 2006 was $1,052,138. This compares
        with total revenues of $1,072,024 for the six months ended July 31, 2005
        and
        represents a decrease of $19,886 or 1.9%. **This reduction in revenues was mainly due to the deliberate reduction in
        medical
        inventory levels in advance of the company’s relocation of its operating
        facilities at the end of July. As a result there were fewer products available
        to sell during July.**
 
 The
        equipment rentals and sales revenue of $1,041,953 for the six months ended
        July
        31, 2006 represents a decrease of $11,068, or 1.1% when compared to the revenues
        of $1,053,021 for the six months ended July 31, 2005. **This minor reduction in revenues was mainly due to the deliberate reduction
        in
        medical inventory levels in advance of the company’s relocation of its operating
        facilities at the end of July. As a result there were fewer products available
        to sell during July.**
 
 Cost
        of sales
 
 Cost
        of sales for the three months ended July 31, 2006, compared to the six months
        ended July 31, 2005 are as follows:
 Six
                      months ended
                    July
                      31, 2006
                  Six
                      months ended
                    July
                      31, 2005--------------
                  ---------------Equipment
                      rentals and sales
                  $236,817
                      22.7%
                  $287,490
                      27.3%
 Improvements
        in the Company’s stock control system and obtaining savings through bulk buying
        has contributed to an overall improvement in the ratio of cost of sales to
        sales
        over the previous year.
 
 General
        and administrative overheads
 
 General
        and administrative overheads have increased by $109,143 to $866,395 for the
        six
        months to July 31, 2006, compared to expenses of $757,252 for the six months
        to
        July 31, 2005. This increase is almost entirely due to the additional expenses
        incurred in the relocation of the operational activities of MediQuip to its
        new
        location, as discussed in the section above discussing the results for the
        three
        months ended July 31, 2006.
 
 
 Interest
        expense
 
 Net
        interest expense of $10,262 for the six months to July 31, 2006, decreased
        by
        $8,840 compared with $19,102 for the six months to July 31, 2005. This is
        mainly
        due to the improved cash and liquidity position of the Company following
        the
        additional funds during the last year.
 
 
 Liquidity
        and Capital Resources
 
 We
        have
        relied primarily on asset-based borrowings, internally generated funds,
        stockholder loans and trade credit to finance our operations. Our capital
        requirements primarily result from working capital needed to support increases
        in inventory and accounts receivable. Our working capital position has changed
        from a deficit of $353,631 as of January 31, 2006 to a deficit of $495,184
        as at
        July 31, 2006. This is a mainly due to the working capital effects around
        the
        time of the warehouse and office relocation at the quarter end. As of July
        31,
        2006, we had cash and cash equivalents of $2,264 compared to $65,109 as of
        January 31, 2005.
 
 
 Operating
        Cash Flow
 
 Net
        cash
        generated in operating activities for the six months ended July 31, 2006
        was
        $87,995 compared with net cash used in operating activities of $256,778 for
        the
        six months ended July 31, 2005. This represents a significant improvement
        of
        $344,753 and is primarily due to the enhancement in service delivery and
        control
        in overall operations but also due to the disposal of the recruitment business
        in December 2005.
 
 Credit
        Facilities
 
 We
        have a
        loan agreement with bankers, HSBC, for a term loan that advanced (pound)
        130,000
        in January 2003 and is due for repayment by November 2007. The loan attracts
        variable rate interest of 2% over UK base rate and there is a floating charge
        over the assets of the Company (7% at July 31, 2005).
 
 We
        also
        have an accounts receivable factoring arrangement with Venture Finance, which
        is
        secured by a floating charge over our assets. This facility has attracts
        variable rate interest of 1.75% over UK base rate (6.75% at July 31,
        2005).
 
 We
        believe that current levels of cash and cash equivalents of $4,799 at July
        31,
        2006 together with cash from operations and funds available under our credit
        facilities, together with fund to be raised from potential investors and
        the
        support of the majority shareholder in the company, will be sufficient to
        meet
        our capital requirements for the next 12 months.
  
  ITEM
        3.
        CONTROLS AND PROCEDURES
 
 At
        July
        31, 2006, we carried out an evaluation, under the supervision and with the
        participation of our management, including our Chief Executive Officer and
        Chief
        Financial Officer, of the effectiveness of the design and operation of our
        disclosure controls and procedures pursuant to Rule 13a-14 under the Securities
        Exchange Act of 1934, as amended. Based upon that evaluation, the Chief
        Executive Officer and Chief Financial Officer concluded that our disclosure
        controls and procedures are effective in timely alerting them to material
        information relating to us required to be included in our periodic SEC
        filings.
 
 There
        have been no significant changes in our internal controls or in other factors
        that could significantly affect our controls subsequent to the date of that
        evaluation, and no corrective actions with regard to significant deficiencies
        and material weaknesses.
  
  PART
        II -
        OTHER INFORMATION
 
 
 
 ITEM
        6.
        EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)
        Exhibits Item Description
 31.1  Certification
        Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002
 31.2  Certification
        Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002
 32  Certification
        Pursuant to 18 U.S.C. Section 1350,
        as
        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002
 
 (b)
        Report on Form 10-KSB
 
 On
        June
        2, 2006, we filed a report on Form 10-KSB relating to our results for the
        year
        ended January 31, 2006.
 
 (c)
        Report on Form 10-QSB
 
 On
        June
        18, 2006, we filed a report on Form 10-KSB relating to our results for the
        three
        months ended April 30, 2006.
 
 (d)
        Report on Form 8-K
 
 On
        May 4,
        2006, we filed a report on Form 8-K relating to the issue of shares of
        Convertible Preferred Stock and Class A Warrants each to purchase one share
        of
        common stock.
 
 On
        May 2,
        2006, we filed a report on Form 8-K relating to the execution of a Plan and
        Agreement of Merger with its wholly owned Nevada subsidiary, MediQuip Holdings,
        Inc. for the purpose of changing the Company's corporate domicile from Utah
        to
        Nevada.
 
 (e)
        Report on Form DEF 14c
 
 On
        April
        10, 2006, we filed a report on Form DEF-14c relating to the confirmation
        that a
        majority of the company's shareholders had agreed to the plan of merger between
        True Health, Inc. and MediQuip Holdings, Inc.
 
 (f)
        Report on Form Pre 14c
 
 On
        March
        30, 2006, we filed a report on Form DEF-14c notifying that our board of
        directors approved and adopted a Plan and Agreement of the Merger Plan on
        March
        27, 2006.
 
 (g)
        Report on Form AW
 
 On
        March
        2, 2005 we filed a report on Form AW relating to the withdrawal of a Form
        14c.
  
  SIGNATURES
 
 Pursuant
        to the requirements of the Exchange Act of 1934, the registrant has duly
        caused
        this report to be signed on its behalf by the undersigned thereunto duly
        authorized.
 
 
 
 Dated:
        September 19, 2006.
 
 MEDIQUIP
        HOLDINGS, INC.
 
 
 
 BY:
        David
        Francis
 -------------------
 David
        Francis, CEO
 
 
 
 BY:
        Ian
        Wylie
 ------------------
 Ian
        Wylie, CFO