**FORM 10-K/A**

 

**AMENDMENT NO. 2**

 

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C. 20549**

 

**ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

                For the fiscalyear ended October 31, 2005

 

            **oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**               **For thetransition period from                             to                           

 

**Commission file number0-23598**

 

**NWH, INC.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                                   | ** ** | **13-3735316**                    |   |
|------------------------------------------------|------------|-----------------------------------|--------|
| (State or other jurisdiction of incorporation) |       | (IRS Employer Identification No.) |   |
|                                           |       |                              |   |

**156West 56th Street, Suite 2001, New York, New York 10019**

(Address of principalexecutive offices and zip code)

 

**(212) 582-1212**

(Registrant’s telephonenumber, including area code)

 

Securitiesregistered pursuant to section 12(b) of the Act: None

 

Securities registeredpursuant to section 12(g) of the Act:

Common Stock, $.01 Par Value

Rights to Purchase Series AJunior Preferred Stock

 

                Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes  ý   No  o

 

                Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statement incorporated byreference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.__

 

                                The aggregatemarket value of the voting stock held by non-affiliates of the registrant wasapproximately $35,936,759, as of February 24, 2006, based upon the last salesprice per share of the Registrant’s Common Stock, as reported on the NasdaqNational Market on such date.  As of February24, 2006, 2,909,859 shares of Common Stock, $.01 par value, of the Registrantwere outstanding.

 

                Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of theExchange Act).

| Large Accelerated Filer o |   | Accelerated Filer o |   | Non-Accelerated Filer ý |
|---------------------------|--------|---------------------|--------|------------------------------|

DOCUMENTS INCORPORATED BY REFERENCE

 

None.  NWH,Inc. hereby amends its amendment to its Annual Report on Form 10-K/A, filedwith the Commission on February 28, 2006, by adding the certification requiredby Section 302 of the Sarbanes-Oxley Act of 2002.

** **

 

 

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**PART IV**

 

 

ITEM 15.                                               EXHIBITS,FINANCIAL STATEMENTS AND SCHEDULES

 
| (a)    |   | The following documents are filed as part of this report: |
|--------|--------|-----------------------------------------------------------|
|   |   |                                                      |
|   |   | 1.                                                        | Exhibit list. |
|   |   |                                                      |   |
|   |   |                                                      | The following exhibit is filed herewith. |
|   |   |                                                      |   |
| 31.1   |   |                                                      | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 with respect to Company’s 10-K/A filed with the Commission on February  28, 2006. |

** **

 

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## **SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.

 

**NWH, INC.**

(Registrant)

 
| Date:  March 3, 2006 | By:                                                                                                              | /s/  Terrence S. Cassidy |
|----------------------|------------------------------------------------------------------------------------------------------------------|--------------------------|
|                 | Terrence  S. Cassidy, Principal Executive Officer, Principal  Financial Officer and Principal Accounting Officer |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 
| Signature                    |   | Title    |   | Date           |
|------------------------------|--------|----------|--------|----------------|
|                         |   |     |   |           |
| /s/  Terrence S Cassidy      |   |     |   |           |
| Terrence  S. Cassidy         |   | Director |   | March  3, 2006 |
|                         |   |     |   |           |
| /s/  Thomas R. DiBenedetto   |   |     |   |           |
| Thomas  R. DiBenedetto       |   | Director |   | March  3, 2006 |
|                         |   |     |   |           |
| /s/  Michael A. McManus, Jr. |   |     |   |           |
| Michael  A. McManus, Jr.     |   | Director |   | March  3, 2006 |
|                         |   |     |   |           |
| /s/  Paul J. Tobin           |   |     |   |           |
| Paul  J. Tobin               |   | Director |   | March  3, 2006 |

 

 

 

 

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