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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q/A


(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

       OF 1934

For the Quarterly Period Ended November 30, 2011

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

     OF 1934

For the Transition Period From ____ To______


Commission file number: 001-33090


ALLEZOE MEDICAL HOLDINGS, INC.

( Exact Name of Registrant as Specified in its Charter)


Delaware

98-0413066

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


1800 NW Corporate Boulevard, Suite 201, Boca Raton, FL

33431

(Address of principal executive offices)

(Zip Code)


(321)-452-9091

(Registrants 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

                            [   ]

Accelerated filer

                                          [   ]

Non-accelerated filer

                            [   ]

Smaller reporting company                                          [X]

(Do not check if a smaller reporting company)



Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X]


As of January 17, 2012, there were 182,236,685 shares of Common Stock ($0.001 par value) outstanding.






EXPLANATORY NOTE


The Company is filing this amended Form 10-Q/A in order to restate its financial statements as a result of the rescission of a February 18, 2011 transaction in which the Company acquired all of the outstanding shares of Organ Transport Systems, Inc. (OTS). As disclosed in the financial statements and other sections of this document, the Companys previously reported financial results have been restated to present financial statements of the Company as if the OTS transaction never occurred.



TABLE OF CONTENTS




Page Number




PART I.

FINANCIAL INFORMATION





ITEM 1.

Financial Statements (unaudited)

1





Balance Sheets as of November 30, 2011 and August 31, 2011

2





Statements of Operations for the three months ended November 30, 2011 and 2010 and for the period from September 24, 1998 (Date of Inception) to November 30, 2011

3


Statements of Stockholders Equity (Deficit) for the period from September 24, 1998 (Date of Inception) to November 30, 2011

4-5

-

Statements of Cash Flows for the three months ended November 30, 2011 and 2010 and for the period from September 24, 1998 (Date of Inception) to November 30, 2011

6


Notes to the Financial Statements.

7




ITEM 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

26




ITEM 3.

Quantitative and Qualitative Disclosure about Market Risk

31




ITEM 4.

Controls and Procedures

32




PART II.

OTHER INFORMATION

33




ITEM 1.

Legal Proceedings

33




ITEM 1A.

Risk Factors

33




ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33




ITEM 3.

Defaults Upon Senior Securities

34




ITEM 4.

(Removed and Reserved)

34

ITEM 5.

Other Information

34




ITEM 6.

Exhibits

34





SIGNATURES

34









PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


The accompanying balance sheets of Allezoe Medical Holdings, Inc. (a development stage company) (the "Company) at November 30, 2011 (with comparative figures as at August 31, 2011); and the  statements of operations for the three months ended November 30, 2011 and 2010, and for the period from September 24, 1998 (date of inception) to November 30, 2011; the  statements of stockholders equity (deficit) for the period from September 24, 1998 (date of inception) to November 30, 2011; and the  statements of cash flows for the three months ended November 30, 2011 and 2010 and for the period from September 24, 1998 (date of inception) to November 30, 2011 have been prepared by the Companys management in conformity with accounting principles generally accepted in the United States of America.


On February 18, 2011, the Company acquired all of the outstanding shares of Organ Transport Systems, Inc. (OTS), a Nevada corporation, and simultaneously disposed of the assets relating to its former activities in mining exploration, along with all related liabilities. Consequently, OTS was considered to be the surviving entity, with the Company intending to include only the financial results of OTS in its financial statements. In March, 2012, however, the Company determined that the development costs and time to development for the OTS technology were significantly greater than originally expected and, as a result, determined to return OTS to Healthcare of Today, Inc., from which it had been originally acquired. As a result, the February 18, 2011 transaction with OTS was rescinded and OTS is no longer a part of the Companys corporate group. The Company will focus on the HPV detection and treatment technology as well as on the technology currently being developed by BioCube, Inc. for the disinfection of healthcare facilities. The historical financial results presented in this Report have been restated to present those solely of the Company.


In the opinion of management, all adjustments considered necessary for a fair presentation of the  results of operations and financial position have been included and all such adjustments are of a normal recurring nature.


Operating results for the three months ended November 30, 2011 are not necessarily indicative of the results that can be expected for the year ending August 31, 2012.















1


Allezoe Medical Holdings, Inc.

(A Development Stage Company)

BALANCE SHEETS






November 30, 2011 (Restated and unaudited)


August 31, 2011 (Restated)








ASSETS

CURRENT ASSETS





 Cash


 $                   135,615


 $               21,972


 Prepaid expenses

                  1,000


            1,000



 Total current assets

             136,615


           22,972

 Deferred loan costs, net of accumulated amortization of $1,075 and $800

               4,425


       4,700

 Loan receivable

          1,884,150


      257,653

 Advances to related parties

                5,000


            5,000



 Total assets

 $                2,030,190


 $             290,325

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES





 Accounts payable and accrued expenses

 $                     28,101


 $                 7,045


 Notes payable - net of debt discount of $142,917 and $128,422

            232,583


           64,578


 Accrued interest

            173,355


            9,964



 Total current liabilities

              434,039


             81,587

LONG-TERM LIABILITIES





 Long-term notes payable

1,447,126


                      -



 Total liabilities

1,881,165


         81,587

STOCKHOLDERS' EQUITY (DEFICIT)





Common stock, $0.001 par value; 500,000,000






shares authorized. 95,069,482 and 61,825,039 shares






issued and outstanding

             95,070


             61,825


Additional paid in capital

             5,821,711


      4,665,738


Deferred equity

          (1,680,000)


      (1,680,000)


Deficit accumulated during the development stage

         (4,087,756)


   (2,838,825)



Total stockholders' equity (deficit)

               149,025


        208,738



Total liabilities and stockholders' equity

 $                2,030,190


 $             290,325


The accompanying notes are an integral part of these financial statements.



2


Allezoe Medical Holdings, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Periods from September 24, 1998 (Date of Inception), to November 30, 2011



Three Months Ended

Cumulative from Inception to November 30, 2011 (Restated)



November 30, 2011 (Restated)

November 30, 2010 (Restated)







REVENUES

 $                             -   

 $                                -   

 $                                 -   






GENERAL AND ADMINISTRATIVE EXPENSES





Payroll and payroll taxes

             491,978

                                   -   

                2,545,045


Professional fees

              510,543

                 4,950

                 790,201


Travel and entertainment

                    925

                                   -   

                     4,035


Insurance

                        -   

                                   -   

                     48,559


Office expense

                      -   

                      268

                     1,209


Telephone and internet

                      -   

                                   -   

                   6,353


General and administrative

                      492

                       75

                281,357


Dues and subscriptions

                         -   

                                   -   

                         55


Repairs and maintenance

                       -   

                                   -   

                     4,202







Loss from operations

            (1,003,938)

               (5,293)

        (3,681,016)






OTHER INCOME (EXPENSE)





Finance cost

                      -   

                                   -   

                   (133,494)


Interest, net

      (244,993)

                                   -   

                (273,246)







Net loss

 $            (1,248,931)

 $                      (5,293)

 $               (4,087,756)






Net loss per share (basic and diluted)

 $                     (0.02)

 $                        (0.00)







Weighted average number of shares outstanding during the period-basis and diluted

       67,112,080

         52,170,000



The accompanying notes are an integral part of these financial statements.



3


Allezoe Medical Holdings, Inc.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Periods from September 24, 1998 (Date of Inception), to November 30, 2011













Deficit







Accumulated

Total




Additional


During the

Stockholders'


Common Stock

Paid In


Development

Equity


Shares

Par Value

Capital

Deferred Equity

Stage

(Deficit)








Balance - September 24, 1998 (inception)

                    -

 $           -   

 $                    -   

 $                      -   

 $                    -   

 $                   -   

Common stock issued for cash

47,170,000

    47,170

     (41,720)

                -   

               -   

        5,450

Contributions-noncash expenses

           -

        -

      138,600

                 -   

            -   

  138,600

Common stock issued for cash

    5,000,000

    5,000

      45,000

                  -   

               -   

    50,000

Net loss for the period from September 24, 1998(inception) to August 31, 2009

                 -   

             -   

                -   

                   -   

     (340,716)

     (340,716)

Balance - August 31, 2009 (restated)

 52,170,000

   52,170

 141,880

                   -

    (340,716)

      (146,666)

Contributions-noncash expenses

                    -

     -

     12,600

                  -

                -   

    12,600

Net loss for the year ended August 31, 2010

             -   

     -   

             -   

                -   

   (22,365)

(22,365)

Balance - August 31, 2010 (restated)

52,170,000

52,170

154,480

-

       (363,081)

       (156,431)

Common stock issued for services, $0.42 per share

    5,000,000

    5,000

     2,095,000

     (1,680,000)

               -

          420,000

Common stock issued for services, $0.42 per share

  3,000,000

3,000

1,257,000

                  -

             -

1,260,000

Converted notes payable to common stock, $0.36per share

 927,666

    928

      458,454

                 -

            -

    459,382

Converted notes payable to common stock, $0.36per share

      556,600

 557

     275,072

                 -

              -

  275,629

Common stock issued for services, $0.724 per share

     77,624

  77

        56,122

               -

              -

    56,199

Common stock issued for services, $0.724 per share

     46,574

   47

     33,672

                  -

              -

 33,719

Common stock issued for services, $0.724 per share

       46,575

   46

     33,673

                 -

              -

       33,719

Issuance of notes payable-beneficial conversion feature

             -    

       -

  145,833

                 -

             -

   145,833

Additional capital contributed

                -

        -

      156,432

                 -

              -

    156,432

Net loss for the year ended August 31, 2011

              -

      -

               -

                      -

    (2,475,744)

   (2,475,744)

Balance - August 31, 2011 (restated)

   61,825,039

 $ 61,825

 $     4,665,738

 $     (1,680,000)

 $   (2,838,825)

 $       208,738


The accompanying notes are an integral part of these financial statements.



4


Converted notes payable to common stock, $0.01875 per share

       2,666,667

     2,667

                       47,333

                                   -   

                                -   

                        50,000

Converted notes payable to common stock, $0.01035 per share

                 4,830,918

                 4,831

                       45,169

                                   -   

                                -   

                        50,000

Converted notes payable to common stock, $0.00675 per share

                 8,888,888

                 8,889

                       51,111

                                   -   

                                -   

                        60,000

Common stock issued for services, $0.57 per share

                    391,304

                    391

                     222,652

                                   -   

                                -   

                      223,043

Common stock issued for services, $0.057 per share

                 4,000,000

                 4,000

                     224,000

                                   -   

                                -   

                      228,000

Common stock issued at $0.57 per share

         234,782

  235

   133,591

                   -   

                 -   

        133,826

Common stock issued at $0.057 per share

    2,400,000

    2,400

        134,400

                    -   

            -   

        136,800

Common stock issued at $0.0098 per share

      9,831,884

9,832

       86,521

                    -   

                -   

         96,353

Issuance of notes payable-reissuance

                  -   

            -   

      154,074

                   -   

                -   

          154,074

Issuance of notes payable-beneficial conversion feature

-

-

                       57,122

-

-

                        57,122

Net loss for the period ended November 30, 2011

                             -   

                       -   

                               -   

                                   -   

                  (1,248,931)

                  (1,248,931)

Balance - November 30, 2011 (restated)

    95,069,482

 $ 95,070

 $      5,821,711

 $     (1,680,000)

$(4,087,756)

 $       149,025



The accompanying notes are an integral part of these financial statements.



5





Allezoe Medical Holdings, Inc.

(A Development Stage Company)

 STATEMENTS OF CASH FLOWS

For the Periods from September 24, 1998 (Date of Inception), to November 30, 2011





Three Months Ended November 30,

For the Period from September 24, 1998 (Inception) to November 30, 2011





2011       (restated)

2010    (restated)









CASH FLOWS FROM OPERATING ACTIVITIES





Net loss

 $         (1,248,931)

 $          (5,293)

 $                 (4,087,756)


Adjustments to reconcile net loss to net






cash used by operations:






Capital contributions-noncash expenses

                     -

                -

               151,200



Stock based compensation expense

818,022

                -

            2,898,176



Amortization of deferred loan costs

             275

               -

                  1,075



Amortization of debt discount

          42,628

                -

                193,533


Changes in certain operating assets and liabilities:






Interest accrued on notes payable

        163,391

                 -

               173,355



Increase in prepaid expenses

                            -

               -

                 (1,000)



Loans receivable

          (179,371)

                -

            (437,024)



Increase (decrease) in accounts payable







and accrued expenses

           21,056

(56,209)

                 28,101

Net cash used by operating activities

      (382,930)

   (61,502)

                (1,080,340)

CASH FLOWS FROM FINANCING ACTIVITIES





Additional capital contributed

                           -

                -

                 156,432


Proceeds from issuance of common stock

                   -

                -

                 55,450


Proceeds from notes payable

                496,573

                 -

                 1,009,073


Related party advances

                      -

      61,503

               (5,000)

Net cash provided by financing activities

               496,573

     61,503

             1,215,955

Net increase (decrease) in cash

            113,643

              1

            135,615

Cash and equivalents, beginning of period

          21,972

  1,015

                             -

Cash and equivalents, end of period

 $              135,615

 $               1,016

 $                      135,615

Supplemental cash flow information:





Cash paid for interest

 $                          -

 $                       -

 $                          4,500


Cash paid for income taxes

 $                          -

 $                       -

 $                                  -


Significant non-cash investing and financing activities






Notes payable converted to common stock

 $              160,000

 $                       -

 $                      618,495



Assignment of notes payable - officer debentures

 $           1,408,579

 $                       -

 $                   1,408,579


The accompanying notes are an integral part of these financial statements.


6





ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 1.           ORGANIZATION


Allezoe Medical Holdings, Inc., formerly Stanford Management, Ltd. (the Company), was incorporated under the laws of the State of Delaware on September 24, 1998 with the authorized common stock of 25,000,000 shares at $0.001 par value.  On March 9, 2007, at the Annual General Meeting of Stockholders a Resolution was approved increasing the authorized share capital to 500,000,000 common shares with a par value of $0.001 per share.


The Company was organized for the purpose of acquiring and developing mineral properties.  On February 18, 2011, all of the mineral properties and related development and exploration activities were disposed of as part of a series of transactions resulting in the Company moving into the medical technology industry.


On February 18, 2011, the Company acquired all of the outstanding shares of Organ Transport Systems, Inc. (OTS), a Nevada corporation, and simultaneously disposed of the assets relating to its former activities in mining exploration, along with all related liabilities. Consequently, OTS was considered to be the surviving entity, with the Company intending to include only the financial results of OTS in its financial statements. In March, 2012, however, the Company determined that the development costs and time to development for the OTS technology were significantly greater than originally expected and, as a result, determined to return OTS to Healthcare of Today, Inc., from which it had been originally acquired. As a result, the February 18, 2011 transaction with OTS was rescinded and OTS is no longer a part of the Companys corporate group. The Company will focus on the HPV detection and treatment technology as well as on the technology currently being developed by BioCube, Inc. for the disinfection of healthcare facilities. The historical financial results presented in this Report have been restated to present those solely of the Company.


Nature of Operations


The Company has recently formed a wholly-owned subsidiary, SureScreen Medical, Inc., through which we have entered into a licensing agreement with AVM Corp. for the licensing of proprietary, patent pending technology that would enable healthcare providers to "see and treat" Human Papillomavirus (HPV), the most common sexually transmitted infection and a cause of cervical cancer, In addition to offering easy, affordable, and on-the-spot HPV diagnosis, the technology offers an important alternative to the HPV vaccine.


NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation of Interim Period Financial Statements


The accompanying unaudited financial statements of the Company at November 30, 2011 and 2010 have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles (GAAP) for interim financial statements, instructions to Form 10-Q, and Regulation S-X.


In managements opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make the Companys financial statements not misleading have been included. The results of operations for the periods ended November 30, 2011 and 2010 presented are not necessarily indicative of the results to be expected for the full year.


7






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Development Stage


The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage include company formation, equity issued for patents and technology, and fixed assets and further implementation of the business plan. The Company has not generated any revenues since inception.


Risks and Uncertainties


The Company operates in an industry that is subject to rapid technological change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure.


Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A significant estimate as of November 30, 2011 and August 31, 2011, respectively included a 100% valuation allowance for deferred tax assets arising from net operating losses incurred since inception.


Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ materially from estimates.


Cash and Equivalents


The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  The Company had no cash equivalents at November 30, 2011 and August 31, 2011, respectively.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.  There were no balances that exceeded the federally insured limit at November 30, 2011 and August 31, 2011, respectively.


8





ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Earnings per Share


In accordance with Financial Accounting Standards Board FASB Accounting Standards Codification ASC Topic 260, Earnings per Share,  basic earnings (loss) per share (EPS) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The computation of basic and diluted loss per share for the period from September 24, 1998 (inception) to November 30, 2011, is equivalent since the Company has had continuing losses. The Company also has no common stock equivalents.


Accounting for Stock-Based Compensation


The Company adopted the provisions of FASB ASC 718-20, Stock Compensation Awards Classified as Equity, which require companies to expense the estimated fair value of employee stock options and similar awards based on the fair value of the award on the date of grant. The cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. The Companys stock-based compensation plans and assumptions used in determining stock-based compensation expense common stock are computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options and warrants (which were assumed to have been made at the average market price of the common shares during the reporting period). Diluted loss per common share is the same as basic loss per share as the effect of potentially dilutive securities are anti-dilutive.


Non-Employee Stock Based Compensation


Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.


Income Taxes


The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded and deducted from deferred tax assets when the deferred tax assets are not expected to be realized based on currently available evidence. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Management has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, management believes that no accruals for tax liabilities are necessary. Therefore, no reserves for uncertain income tax positions have been recorded.


9





ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Concentrations of Credit Risk


The Company maintains its cash in a bank deposit account in a bank which participates in the Federal Deposit Insurance Corporation (FDIC) Program. As of November 30, 2011 and August 31, 2011, the Company had no balances in excess of federally insured limits.


Fair Value of Financial Instruments


The carrying amounts of the Companys short-term financial instruments, including accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these instruments.


Fair Value of Measurements


The Company follows accounting guidance relating to fair value measurements. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:


Level 1  quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.


Level 2  inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.


Level 3  unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.


At November 30, 2011, the Company has no instruments that require additional disclosure.


The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.


Recurring Fair Value Measurements


In accordance with accounting principles generally accepted in the United States of America, certain assets and liabilities are required to be recorded at fair value on a recurring basis.






10






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Going Concern


As reflected in the accompanying financial statements, the Company has not yet emerged from the development stage, has a net loss of $1,248,931 and net cash used in operations of $382,930 for the quarter ended November 30, 2011; and negative working capital of $297,424 and an accumulated deficit of $4,087,756 at November 30, 2011.


The accompanying financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  The Company is a development stage company and has suffered recurring losses and has no established source of revenue.  Its ability to continue as a going concern is dependent upon achieving profitable operations and generating positive cash flows.


There can be no assurances that the Company will be able to achieve profitable operations or obtain additional funding.  These factors create substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of the uncertainty.


Management intends to raise financing through private or public equity financing or other means and interests that it deems necessary to provide the Company with the ability to continue in existence.


Recent Accounting Pronouncements


In September 2011, the FASB issued an amendment to Topic 350, IntangiblesGoodwill and Other, which simplifies how entities test goodwill for impairment. Previous guidance under Topic 350 required an entity to test goodwill for impairment using a two-step process on at least an annual basis. First, the fair value of a reporting unit was calculated and compared to its carrying amount, including goodwill. Second, if the fair value of a reporting unit was less than its carrying amount, the amount of impairment loss, if any, was required to be measured. Under the amendments in this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads the entity to determine that it is more likely than not that its fair value is less than its carrying amount. If after assessing the totality of events or circumstances, an entity determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the two-step impairment test is unnecessary. If the entity concludes otherwise, then it is required to test goodwill for impairment under the two-step process as described under paragraphs 350-20-35-4 and 350-20-35-9 under Topic 350. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company is currently evaluating whether early adoption is necessary.


The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Companys financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Companys financials properly reflect the change.


11






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS


The Company is restating its previously issued financial statements as of and for the three months ended November 30, 2011 to reflect the rescission of its subsidiary Organ Transport Systems, Inc. (OTS) in March 2012. The rescission of OTS resulted in the removal of all OTS transactions from the Companys previously reported financial statements as of and for the three months ended November 30, 2011 and 2010.


The effect of the restatements on our balance sheet as of November 30, 2011 is as follows:




As previously Reported

Adjustments

Restated

ASSETS

CURRENT ASSETS





 Cash

 $            152,693

 $               (17,078)

 $             135,615


 Prepaid expenses

                 12,396

              (11,396)

             1,000



 Total current assets

            165,089

            (28,474)

      136,615

 Property, plant and equipment net

         1,792

              (1,792)

                -   

 Deferred loan costs, net

              4,425

                      -   

          4,425

 Patents

       372,201

        (372,201)

                  -   

 Loans receivable

                  -   

    1,884,150

    1,884,150

 Advances to related parties

                  -   

           5,000

             5,000



 Total assets

 $            543,507

 $            1,486,683

 $          2,030,190

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES





 Accounts payable and accrued expenses

 $            630,356

 $             (602,255)

 $               28,101


 Accrued salaries

       467,996

           (467,996)

               -   


 Notes payable - net of debt discount

      2,001,646

          (1,769,063)

      232,583


 Accrued interest

        302,674

          (129,319)

          173,355



 Total current liabilities

  3,402,672

           (2,968,633)

       434,039

 Long-term notes payable

           691,806

755,320

  1,447,126



 Total liabilities

     4,094,478

      (2,213,313)

      1,881,165

STOCKHOLDERS' EQUITY (DEFICIT)





Common stock, $0.001 par value; 500,000,000






shares authorized. 95,069,482 shares






issued and outstanding

           173,325

               (78,255)

          95,070


Additional paid in capital

       27,324,277

     (21,502,566)

       5,821,711


Deferred equity

      (1,680,000)

                     -   

  (1,680,000)


Deficit accumulated during the development stage

    (29,368,573)

     25,280,817

   (4,087,756)



Total stockholders' equity (deficit)

     (3,550,971)

       3,699,996

           149,025



Total liabilities and stockholders' equity

 $            543,507

 $            1,486,683

 $          2,030,190


12






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


The effect of the restatements on our balance sheet as of August 31, 2011 is as follows:




As previously Reported

Adjustments

Restated

ASSETS

CURRENT ASSETS





 Cash

 $          38,320

 $         (16,348)

 $        21,972


 Prepaid expenses

      12,396

         (11,396)

        1,000



 Total current assets

         50,716

      (27,744)

     22,972

 Property, plant and equipment, net

2,558

(2,558)

            -   

 Deferred loan costs, net

4,700

            -   

4,700

 Patents

    363,561

       (363,561)

 -

 Loan receivable

            -

           257,653

257,653

 Advances to related parties

            -

               5,000

5,000



 Total assets

 $        421,535

 $         (131,210)

 $      290,325

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES





 Accounts payable and accrued expenses

 $        585,240

 $        (578,195)

 $          7,045


 Accrued salaries

          393,821

          (393,821)

                -   


 Notes payable - net of debt discount

    1,827,868

   (1,763,290)

      64,578


 Accrued interest

    216,389

        (206,425)

          9,964



 Total current liabilities

 3,023,318

(2,941,731)

     81,587

 Long-term notes payable, net of debt discount

      499,072

       (499,072)

                 -   



 Total liabilities

    3,522,390

 (3,440,803)

           81,587

STOCKHOLDERS' EQUITY (DEFICIT)





Common stock, $0.001 par value; 500,000,000






shares authorized. 61,825,039 issued and outstanding

 140,080

        (78,255)

        61,825


Additional paid in capital

   26,535,284

(21,869,546)   

    4,665,738


Deferred equity

     (1,680,000)

                  -   

    (1,680,000)


Deficit accumulated during the development stage

  (28,096,219)

     25,257,394

 (2,838,825)



Total stockholders' equity (deficit)

     (3,100,855)

       3,309,593

   208,738



Total liabilities and stockholders' equity

 $        421,535

 $         (131,210)

 $      290,325


13







ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


The effect of the restatements on our statement of operations for the three months ended November 30, 2011 is as follows:



As previously Reported

Adjustments

Restated






REVENUES

 $                    -   

 $                    -   

 $                   -   

GENERAL AND ADMINISTRATIVE EXPENSES





Payroll and payroll taxes

           286,535

       205,443

        491,978


Research and development

            12,168

          (12,168)

                      -


Professional fees

           518,123

             (7,580)

      510,543


Travel and entertainment

              1,393

           (468)

          925


Rent

           7,052

     (7,052)

                     -


Insurance

               2,184

    (2,184)

                     -


Office expense

        607

              (607)

                  -


Telephone and internet

                375

               (375)

              -


General and administrative

        1,384

         (892)

           492


Depreciation and amortization expense

            766

       (766)

                  -


Loss from operations

        (830,587)

        (173,351)

    (1,003,938)

OTHER INCOME (EXPENSE)





Finance cost

                    -   

                  -   

              -   


Interest, net

       (441,767)

     196,774

 (244,993)


Net loss

 $   (1,272,354)

 $          23,423

 $  (1,248,931)

Net loss per share (basic and diluted)

 $            (0.01)

N/A

 $           (0.02)

Weighted average number of shares outstanding during the period-basic and diluted

   136,507,915

N/A

                         67,112,080


14







ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


The effect of the restatements on our statement of operations for the three months ended November 30, 2010 is as follows:



As previously Reported

Adjustments

Restated






REVENUES

 $                     -   

 $                   -   

 $                  -   

GENERAL AND ADMINISTRATIVE EXPENSES





Payroll and payroll taxes

             186,778

(186,778)

                     -   


Professional fees

               25,430

        (20,480)

         4,950


Advisor fees

             225,000

        (225,000)

                     -   


Rent

               17,064

       (17,064)

                     -   


Office expense

                    417

          (149)

        268


Telephone and internet

              791

        (791)

                     -   


General and administrative

                  951

           (876)

             75


Depreciation and amortization expense

                  950

          (950)

                    -   


Loss from operations

      (457,381)

       452,088

   (5,293)

OTHER INCOME (EXPENSE)





Finance cost

                        -   

                      -   

                     -   


Interest, net

            (9,403)

        9,403

                     -   


Net loss

 $       (466,784)

 $       461,491

 $        (5,293)

Net loss per share (basic and diluted)

 $             (0.01)

N/A

 $          (0.00)

Weighted average number of shares outstanding during the period-basic and diluted

     52,170,000

N/A

   52,170,000


15






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


The effect of the restatements on our statement of cash flows for the three months ended November 30, 2011 is as follows:





As previously Reported

Adjustments

Restated

CASH FLOWS FROM OPERATING ACTIVITIES





Net loss

 $        (1,272,354)

 $          23,423

 $  (1,248,931)


Adjustments to reconcile net loss to net






cash used by operations:






Depreciation expense

                  766

      (766)

                  -



Stock based compensation expense

            451,043

      366,979

           818,022



Amortization of deferred loan costs

                         -

            275

                275



Amortization of debt discount

          209,256

    (166,628)

        42,628



Interest accrued on notes payable

          86,561

      76,830

    163,391



Increase in prepaid expenses

                     -

              -

           -



Increase in accounts payable


   

   




and accrued expenses

      45,116

 (24,060)

   21,056



Loans receivable

                     -

(179,371)

 (179,371)



Increase in accrued salaries

          74,175

    (74,175)

             -

Net cash used by operating activities

          (405,437)

  22,507

       (382,930)

CASH FLOWS FROM INVESTING ACTIVITIES





Purchase of property and equipment

                     -

                 -

                  -


Investment in patents

               (8,640)

          8,640

                -

Net cash used by investing activities

             (8,640)

         8,640

                 -

CASH FLOWS FROM FINANCING ACTIVITIES





Proceeds from issuance of common stock

                            -

                    -

                    -


Proceeds from notes payable

           528,450

     (31,877)

       496,573


Payments of notes payable

                        -

                 -

                 -

Net cash provided by financing activities

           528,450

     (31,877)

      496,573

Net increase (decrease) in cash

        114,373

         (730)

        113,643

Cash and equivalents, beginning of period

             38,320

    (16,348)

           21,972

Cash and equivalents, end of period

 $             152,693

 $       (17,078)

 $        135,615

Supplemental cash flow information:





Cash paid for interest

 $                         -

 $                    -

 $                    -


Cash paid for income taxes

 $                         -

 $                    -

 $                    -


Significant non-cash investing and financing activities






Notes payable - officer debentures

 $                         -

 $     1,408,579

 $     1,408,579



Notes payable converted to common stock

 $             160,000

 $                    -

 $        160,000



Common Stock issued at par

 $               12,467

 $       (12,467)

 $                    -


16





ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


The effect of the restatements on our statement of cash flows for the three months ended November 30, 2010 is as follows:





As previously Reported

Adjustments

Restated








CASH FLOWS FROM OPERATING ACTIVITIES





Net loss

 $           (466,784)

 $            461,491

 $           (5,293)


Adjustments to reconcile net loss to net






cash used by operations:






Depreciation expense

                    950

          (950)

                      -



Amortization of debt discount

           33,130

     (33,130)

                     -



Increase in accounts payable


   

   




and accrued expenses

           243,326

   (299,535)

      (56,209)



Increase in accrued salaries

          169,333

  (169,333)

                     -

Net cash used by operating activities

  (20,045)

      (41,457)

            (61,502)

CASH FLOWS FROM INVESTING ACTIVITIES





Investment in patents

    (22,945)

       22,945

               -

Net cash used by investing activities

           (22,945)

       22,945

                -

CASH FLOWS FROM FINANCING ACTIVITIES





Proceeds from notes payable

             30,001

           (30,001)

                     -


Related party advances

                      -

       61,503

          61,503

Net cash provided by financing activities

               30,001

        31,502

                  61,503

Net increase (decrease) in cash

             (12,989)

         12,990

                   1

Cash and equivalents, beginning of period

           17,647

      (16,632)

              1,015

Cash and equivalents, end of period

 $                 4,658

 $             (3,642)

 $             1,016



17





ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


NOTE 3.  RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


The effect of the restatements on our statement of statement of stockholders equity (deficit) for the three months ended November 30, 2010 is as follows:







Accumulated

Total




Additional


During the

Stockholders'


Common Stock

Paid In


Development

Equity


Shares

Par Value

Capital

Deferred Equity

Stage

(Deficit)








Balance - September 24, 1998 (inception)

                    -

 $           -   

 $                    -   

 $                      -   

 $                    -   

 $                   -   

Common stock issued for cash

47,170,000

    47,170

     (41,720)

                -   

               -   

        5,450

Contributions-noncash expenses

           -

        -

      138,600

                 -   

            -   

  138,600

Common stock issued for cash

    5,000,000

    5,000

      45,000

                  -   

               -   

    50,000

Net loss for the period from September 24, 1998(inception) to August 31, 2009

                 -   

             -   

                -   

                   -   

     (340,716)

     (340,716)

Balance - August 31, 2009 (restated)

 52,170,000

   52,170

 141,880

                   -

    (340,716)

      (146,666)

Contributions-noncash expenses

                    -

     -

     12,600

                  -

                -   

    12,600

Net loss for the year ended August 31, 2010

             -   

     -   

             -   

                -   

   (22,365)

(22,365)

Balance - August 31, 2010 (restated)

52,170,000

52,170

154,480

-

       (363,081)

       (156,431)

Common stock issued for services, $0.42 per share

    5,000,000

    5,000

     2,095,000

     (1,680,000)

               -

          420,000

Common stock issued for services, $0.42 per share

  3,000,000

3,000

1,257,000

                  -

             -

1,260,000

Converted notes payable to common stock, $0.36per share

 927,666

    928

      458,454

                 -

            -

    459,382

Converted notes payable to common stock, $0.36per share

      556,600

 557

     275,072

                 -

              -

  275,629

Common stock issued for services, $0.724 per share

     77,624

  77

        56,122

               -

              -

    56,199

Common stock issued for services, $0.724 per share

     46,574

   47

     33,672

                  -

              -

 33,719

Common stock issued for services, $0.724 per share

       46,575

   46

     33,673

                 -

              -

       33,719

Issuance of notes payable-beneficial conversion feature

             -    

       -

  145,833

                 -

             -

   145,833

Additional capital contributed

                -

        -

      156,432

                 -

              -

    156,432

Net loss for the year ended August 31, 2011

              -

      -

               -

                      -

    (2,475,744)

   (2,475,744)

Balance - August 31, 2011 (restated)

   61,825,039

 $ 61,825

 $     4,665,738

 $     (1,680,000)

 $   (2,838,825)

 $       208,738



18


Converted notes payable to common stock, $0.01875 per share

       2,666,667

     2,667

                       47,333

                                   -   

                                -   

                        50,000

Converted notes payable to common stock, $0.01035 per share

                 4,830,918

                 4,831

                       45,169

                                   -   

                                -   

                        50,000

Converted notes payable to common stock, $0.00675 per share

                 8,888,888

                 8,889

                       51,111

                                   -   

                                -   

                        60,000

Common stock issued for services, $0.57 per share

                    391,304

                    391

                     222,652

                                   -   

                                -   

                      223,043

Common stock issued for services, $0.057 per share

                 4,000,000

                 4,000

                     224,000

                                   -   

                                -   

                      228,000

Common stock issued at $0.57 per share

         234,782

  235

   133,591

                   -   

                 -   

        133,826

Common stock issued at $0.057 per share

    2,400,000

    2,400

        134,400

                    -   

            -   

        136,800

Common stock issued at $0.0098 per share

      9,831,884

9,832

       86,521

                    -   

                -   

         96,353

Issuance of notes payable-reissuance

                  -   

            -   

      154,074

                   -   

                -   

          154,074

Issuance of notes payable-beneficial conversion feature

-

-

                       57,122

-

-

                        57,122

Net loss for the period ended November 30, 2011

                             -   

                       -   

                               -   

                                   -   

                  (1,248,931)

                  (1,248,931)

Balance - November 30, 2011 (restated)

    95,069,482

 $ 95,070

 $      5,821,711

 $     (1,680,000)

$(4,087,756)

 $       149,025


19








ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


NOTE 4. INCOME TAXES


The Company accounts for income taxes in accordance with accounting standards for Accounting for Income Taxes which require the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. Additionally, the standards require the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.


The following is a schedule of deferred tax assets as of November 30, 2011, and August 31, 2011:




November 30, 2011


August 31, 2011

Net operating loss


 $             4,087,756


 $                  2,475,744

Future tax benefit at 34%                      


1,389,837


841,753

Less: Valuation allowance


   (1,389,837)


(841,753)

Net deferred tax asset


 $                           --


 $                               --


The valuation allowance changed by approximately $548,084 during the three months ended November 30, 2011.

 

Under Sections 382 and 269 (the shell corporation rule) of the Internal Revenue Code, following an ownership change, special limitations (Section 382 Limitations) apply to the use by a corporation of its net operating loss, or NOL, carry-forwards arising before the ownership change and various other carry-forwards of tax attributes (referred to collectively as the Applicable Tax Attributes). The Company had NOL carry-forwards due to historical losses of Stanford of approximately $368,374 at November 30, 2011.


The Company has adopted the provisions of FASB ASC 740-10-25. As a result of its implementation, the Company performed a comprehensive review of its uncertain tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10-25. In this regard, an uncertain tax position represents the Companys expected treatment of a tax position taken in a prepared and filed tax return, or expected to be taken in a tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. The Company does not expect any reasonably possible material changes to the estimated amount of liability associated with uncertain tax positions through November 30, 2011. The Companys continuing policy is to recognize accrued interest and penalties related to income tax matters in income tax expense.



20







ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

(UNAUDITED)


Note 5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


Healthcare of Today, Inc. (HOTI) provides financial, accounting, legal, administrative and similar services to the Company at a monthly fixed fee of $10,000, commencing March 1, 2011.


NOTE 6.

CAPITAL STOCK


The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share.


On September 2, 2011, the Company issued 391,304 shares of common stock for services rendered under consulting agreements.


On October 13, 2011, the Company issued 4,000,000, shares of common stock for services rendered under consulting agreements.


On November 8, 2011, the Company converted $50,000 of notes into 2,666,667 shares of common stock.


On November 17, 2011, the Company converted $50,000 of notes into 4,830,918 shares of common stock.


On November 29, 2011, the Company converted $60,000 of notes into 8,888,888 shares of common stock.


The Company issued an additional 12,466,666 shares to Healthcare of Today, Inc., pursuant to the original OTS acquisition agreement and closing whereby in the event that additional common shares were issued to other parties, then additional common shares would also be issued to Healthcare of Today, Inc. so that its resulting ownership percentage of the then outstanding common shares would remain at 60 percent. Though the Company agreed to return its stock in OTS to Healthcare of Today, Inc. in exchange for the return of the 78,255,000 shares of stock previously issued to Healthcare of Today, Inc., pursuant to the agreement to rescind the acquisition of OTS, the additional 12,466,666 shares that were issued were not returned and are considered to be issued and outstanding as of November 30, 2011. These shares have been recorded at fair market value and are included in payroll related expenses on the statement of operations and stock based compensation on the statement of cash flows for the three months ended November 30, 2011.



21






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 6.

CAPITAL STOCK (continued)


As a result of these transactions, there were 95,069,482 common shares outstanding at November 30, 2011.


NOTE 7.  NOTES PAYABLE


The following is a summary of notes payable at November 30, 2011 and August 31, 2011:

Description

November 30, 2011


August 31, 2011

Asher Enterprises, Inc.




Note payable to Asher Enterprises, Inc. The note accrues interest at 8% per annum and mature April 11, 2012 and is convertible 180 days after issuance into shares of the Companys common stock at a price discounted from average trading price. $53,000 Note less discount of $21,326 for conversion.

            31,674


            17,083

Asher Enterprises, Inc.




Note payable to Asher Enterprises, Inc. The note accrues interest at 8% per annum and mature May 18, 2012 and is convertible 180 days after issuance into shares of the Companys common stock at a price discounted from average trading price. $40,000 Note less discount of $21,703 for conversion.

            18,297


            6,680

Asher Enterprises, Inc.




Note payable to Asher Enterprises, Inc. The note accrues interest at 8% per annum and mature July 5, 2012 and is convertible 180 days after issuance into shares of the Companys common stock at a price discounted from average trading price.

          32,500


-

Magna Group




Convertible notes payable to The Magna Group. The notes accrue interest at 12% per annum and mature November 4, 2012 and are convertible into shares of Allezoe common stock at a price discounted from the average trading price. $150,000 in Notes less discount of $57,122 for conversion.

92,878


-





22






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 7.  NOTES PAYABLE (continued)

Convertible debentures




Convertible notes payable to related parties officers by OTS. The notes accrue interest at 12% per annum, mature December 15, 2012, and are convertible one year after issuance into shares of Company common stock at a price discounted from average trading price. No beneficial conversion recorded as note transferred back to OTS. See Note 8.

       1,447,126


       -

Crystal Falls Investments, LLC.




Convertible notes payable to Crystal Falls. The notes accrue interest at 9% per annum and mature January 31, 2012 and are convertible into shares of Allezoe common stock at a price discounted from the average trading price. $100,000 Note less discount of $42,765 for conversion.

          57,235


          40,815

Total

       1,679,710


       64,578

Less: current portion

232,584


64,578

Long-term debt

 $       1,447,126


 $                 -


Notes payable consist of borrowings under convertible debenture arrangements. In July 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $53,000 with interest payable at 8% per annum with a maturity date of January 31, 2012. The indebtedness including interest is convertible into common stock at 58% of the average lowest three (3) trading prices during the ten (10) trading day period ending on the latest complete trading day prior to conversion. In August 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $40,000 with interest payable at 8% per annum with a maturity date of January 31, 2012. The indebtedness including interest is convertible into common stock at 58% of the average lowest three (3) trading prices during the ten (10) trading day period ending on the latest complete trading day prior to conversion. In July 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $100,000 with interest payable at 9% per annum with a maturity date of January 31, 2012. The indebtedness including interest is convertible into common stock at $.29 per share. In October 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $32,500 with interest payable at 8% per annum with a maturity date of July 4, 2012. The indebtedness including interest is convertible into common stock at 58% of the average lowest three (3) trading prices during the ten (10) trading day period ending on the latest complete trading day prior to conversion. In November 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $50,000 with interest payable at 12% per annum with a maturity date of November 4, 2012. The indebtedness including interest is convertible into common stock at 50% of the average lowest price during the ten (10) trading day period ending on the latest complete trading day prior to conversion.


In November 2011, the Company entered into an arrangement with a creditor in which the Company borrowed $260,000 with interest payable at 12% per annum with a maturity date of November 4, 2012. The indebtedness including interest is convertible into common stock at 75% of the average lowest price during the three (3) trading day period ending on the latest complete trading day prior to conversion. This was an assignment of part of the convertible notes payable to related parties officers by OTS where $261,453 was assigned to a creditor for $260,000. In November 2011, the Company converted $160,000 of the note into 16,386,473 shares of common stock. The Company accounted for the borrowings under these arrangements in accordance with ASC 470-20 Debt with Conversions and Other Options. The fair value of the beneficial conversion feature is calculated using the intrinsic value method at the time of issuance or commitment date. The company records a debt discount for the calculated value, which is amortized over the debt term.


23





ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 8.  SUBSEQUENT EVENTS


In December, 2011, the Company issued 18,247,619 common shares on conversion of $101,000 in loan principal (see Note 7) and 36,231,884 common shares for $250,000 in consulting fees. HOTI was issued 32,687,701, common shares for stock based compensation.


In December, 2011, the Company entered into an Acquisition Agreement (the "Acquisition Agreement") with Élan Health Services, Inc. (the "Seller"), pursuant to which it will acquire BioCube, Inc., a Nevada corporation (BioCube), which will then become our wholly-owned subsidiary as filed in ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT of the 8-K dated January 5, 2012.


Effective March 19, 2012, the Company, Healthcare of Today, Inc. and Élan Health Services, Inc. agreed to rescind the acquisition of Organ Transport Systems, Inc. (OTS) from Healthcare of Today, Inc. by the Company, which closed in February, 2011.  Under the terms of the rescission, the Company agreed to return its stock in OTS to Healthcare of Today, Inc. in exchange for the return of the 78,255,000 shares of stock issued to Healthcare of Today.  However, since Healthcare of Today, Inc. had previously transferred all of the shares of the Company received in the earlier transaction to third parties, of which 48,037,610 were transferred to Élan Health Services, Inc. for the assumption of debt, it was agreed that Élan Health Services would return the 48,037,610 shares held by it immediately, and then would credit the balance of 30,217,390 common shares against the planned acquisition of BioCube, Inc. by the Company from Élan Health. The market value of the shares to be received as a credit at March 19, 2012 was $0.0155 per share, or a total of $468,370, which has been recorded as Loan Receivable on the balance sheet in March 2012.  The net effect of the rescission transaction has been to return OTS as a subsidiary of Healthcare of Today, Inc., to remove OTS as a subsidiary of the Company.  The table below summarizes the effect of the rescission transaction in March 2012:



Shares

Price

Value

Acquisition of OTS-February 18, 2011

78,255,000

 $ 0.5500

N/A

Allezoe Shares Returned by Élan in March 2012

(48,037,610)

 $ 0.0155

$ (744,583)

Stock still due to Allezoe on BioCube closing

(30,217,390)

 $ 0.0155

 $ (468,370)




24






ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2011

 (UNAUDITED)


NOTE 8.  SUBSEQUENT EVENTS (continued)


The separate receivable recorded by the Company totaling $1,884,150 at November 30, 2011 represents amounts actually paid by the Company to or for OTS, primarily for salaries due to OTS officers and employees of $437,024 and for assumption of notes payable to OTS officers of $1,447,126. The loan receivable of $1,884,150 at November 30, 2011 is offset by a corresponding note payable to officers of OTS of $1,447,126 at November 30, 2011 (See Note 7) would total $437,024.  As part of the later rescission transaction with Healthcare of Today, Inc., the latter also guaranteed payment of the amounts then due the Company by OTS, which had then increased to a total of $469,827 (exclusive of notes) from the $257,653 due at August 31, 2011. This receivable was non-interest bearing and repayment by OTS was guaranteed by a security interest in all equity interests of OTS held by Healthcare of Today, Inc. as a result of the rescission.  In June 2012, OTS paid $235,000 to the Company in settlement of the full amount then due of $469,827 as of the date of the rescission, in addition to the assumption by OTS of the notes from the Company.


























25






ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


FORWARD-LOOKING INFORMATION


To the extent that the information presented in this Quarterly Report on Form 10-Q/A for the quarter ended November 30, 2011 discusses financial projections, information or expectations about our products, services, or markets, or otherwise makes statements about future events or statements regarding the intent, belief or current expectations of Allezoe Medical Holdings, Inc. and its subsidiary (collectively the Company), its directors or its officers with respect to, among other things, future events and financial trends affecting the Company, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Forward-looking statements are typically identified by the words believes, expects, anticipates, and similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise these forward-looking statements because of new information, future events or otherwise, except as required by law.


OVERVIEW


The Company was incorporated under the laws of the State of Delaware on September 24, 1998 with authorized common stock of 25,000,000 shares at $0.001 par value. On March 9, 2007, at the Annual General Meeting of Stockholders a Resolution was approved increasing the authorized share capital to 500,000,000 common shares with a par value of $0.001 per share.


The Company was organized for the purpose of acquiring and developing mineral properties. On February 18, 2011, all of the mineral properties and related development and exploration activities were disposed of as part of a series of transactions resulting in the Company moving into the medical technology industry.


On February 18, 2011, the Company acquired all of the outstanding shares of Organ Transport Systems, Inc. (OTS), a Nevada corporation, and simultaneously disposed of the assets relating to its former activities in mining exploration, along with all related liabilities. Consequently, OTS was considered to be the surviving entity, with the Company intending to include only the financial results of OTS in its financial statements. In March, 2012, however, the Company determined that the development costs and time to development for the OTS technology were significantly greater than originally expected and, as a result, determined to return OTS to Healthcare of Today, Inc., from which it had been originally acquired. As a result, the February 18, 2011 transaction with OTS was rescinded and OTS is no longer a part of the Companys corporate group. The Company will focus on the HPV detection and treatment technology as well as on the technology currently being developed by BioCube, Inc. for the disinfection of healthcare facilities. The historical financial results presented in this Report have been restated to rescind the February 18, 2011 OTS transaction and to present financial statements of the Company as if the transaction never occurred.

26





The Business


Allezoe Medical Holdings, Inc. (the Company or ALZM) is a development stage company. The Company was organized under the laws of the State of Delaware as Stanford Management Ltd., on September 24, 1998.  We formed our Company for the purpose of acquiring and developing mineral properties. On February 18, 2011, all of the mineral properties and related development and exploration activities were disposed of as part of a series of transactions resulting in the Company moving into the medical device industry.



Current Business of Allezoe


We are a development stage company in the business of medical technology development and marketing.  Our business is, and will be, operated through subsidiary corporations.

We have recently formed a wholly-owned subsidiary, SureScreen Medical, Inc., through which we have entered into a licensing agreement with AVM Corp. for the licensing of proprietary, patent pending technology that would enable healthcare providers to "see and treat" Human Papillomavirus (HPV), the most common sexually transmitted infection and a cause of cervical cancer, In addition to offering easy, affordable, and on-the-spot HPV diagnosis, the technology offers an important alternative to the HPV vaccine.

Currently HPV infects 233 million women worldwide; one woman dies every 2 hours from cervical cancer. Many experts advocate for HPV vaccination, but unexplained deaths in some patients has caused alarm. The Centers for Disease Control and Prevention (CDC) has examined 35 deaths that occurred among young people who received the vaccine. While no causation has been established, many patients and parents are avoiding the vaccine option.

Prominent figures, most recently two U.S. Presidential candidates, have taken firm (and opposing) public stances, further highlighting the ongoing controversy about the HPV vaccine. For other reasons, including the vaccine's cost and the inconvenience of it being administered over a number of visits, many patients don't actually complete the series. Last year only 32 percent of teenage girls nationwide received all three shots needed to prevent HPV infection.  While popular, HPV vaccines do not treat existing HPV infections or HPV-associated diseases. Nor does the vaccine completely protect from all strains of HPV. Merck's Gardisil® vaccine prevents 70% of virally-caused cervical cancer but may only have limited effect against the other strains. The technology, equipment, and procedures SureScreen has announced are comprehensive in that a light-based exam identifies cells damaged by all known strains of HPV -- with 98% accuracy, in a single visit, and at low cost.  For those who receive the vaccine, our new technology serves as a natural complement, screening for HPV-related damage that occurred in the window before the vaccine was administered. SureScreen will see the technology, developed by Aequorea Vision Medical, through regulatory approvals and clearances, to be followed by a broad market release.

We are a development stage enterprise as defined in FASB Accounting Standards Codification (ASC) Topic 915-10, Development Stage Enterprises (formerly Statement of Financial Accounting Standards, No. 7, Accounting and Reporting by Development Stage Enterprises), with a limited operating history.



27






Liquidity and Capital Resources


We have historically met our capital requirements through either private placement of equity or private borrowings. Our cash balance increased $113,643 from $21,972 at August 31, 2011 to $135,615 at November 30, 2011. On February 24, 2011, we borrowed $25,000 from Orchid Island Capital, LLC and issued a convertible debenture in that amount due in August 2011 at 9 percent interest. The debenture is convertible into shares of our common stock at a price discounted 30 percent from the ten day average market price at the time of conversion.


Additionally, we received loan proceeds of $300,000 in March of 2011 from Crystal Falls Investments, LLC, an unrelated third party, and issued three identical convertible debentures for $100,000 each dated as of March 30, 2011 due September 30, 2011 at 9 percent interest. The notes are all convertible into common stock at a price equal to 80 percent of the five lowest volume weighted average prices for our common stock for the ten trading days prior to the notice of conversion.  On July 9, 2011, Crystal Falls Investments, LLC issued a notice of conversion of the principal amount of all three notes, with the accrued interest of $7,323 paid through the issue of a new convertible promissory note in that amount at July 9, 2011, due January 8, 2012, on the same terms as the converted notes.


We received loan proceeds of $260,000 in November of 2011 from Magna Group, LLC, an unrelated third party, due November 4, 2012 at 12 percent interest. The note is convertible into common stock at a price equal to 75 percent of the lowest trading price for our common stock for the three trading days prior to the notice of conversion.  In November, 2011, Magna Group, LLC issued three notices of conversion totaling $160,000. We accrued interest of $1,660 on this note as of November 30, 2011.


We received loan proceeds of $50,000 in November of 2011 from Hanover Holdings, LLC, an unrelated third party, due November 4, 2012 at 12 percent interest. The note is convertible into common stock at a price equal to 50 percent of the lowest trading price for our common stock for the ten trading days prior to the notice of conversion.  We accrued interest of $444 on this note as of November 30, 2011.


We received loan proceeds of $32,500 in November of 2011 from Asher Enterprises, LLC, an unrelated third party, due July 5, 2012 at 8 percent interest. The note is convertible into common stock at a price equal to 58 percent of the three lowest trading prices for our common stock for the ten trading days prior to the notice of conversion. We accrued interest of $406 on this note as of November 30, 2011.


In our opinion, available funds will satisfy our capital requirements for the next several months while we are in the process of negotiating additional funding to implement our FDA clearance process and bring the Life Cradle® to market. We expect to do so in 2012. There can be no assurance that we will be successful in raising additional funds to meet our capital needs.


28







Recurring Fair Value Measurements


In accordance with accounting principles generally accepted in the United States of America, certain assets and liabilities are required to be recorded at fair value on a recurring basis.


Off-Balance Sheet Arrangements


None


Current Economic Environment


The U.S. economy is currently in a recession, which could be long-term. Consumer confidence continued to deteriorate and unemployment figures continued to increase during 2011. However, in recent months, certain economic indicators have shown modest improvements. The generally deteriorating economic situation, together with the limited availability of debt and equity capital, including bank financing, will likely have a disproportionate impact on all micro-cap companies. As a result, we may not be able to execute our business plan due to our inability to raise sufficient capital and/or be able to develop a customer base for our planned products.


Contractual obligations


Currently, we have no employment agreements or other contractual undertakings with any of our officers, directors or employees, other than promissory notes issued in payment of accrued salaries.


The following is a summary of notes payable at November 30, 2011 and August 31, 2011:

Description

November 30, 2011


August 31, 2011

Asher Enterprises, Inc.




Note payable to Asher Enterprises, Inc. The note accrues interest at 8% per annum and mature April 11, 2012 and is convertible 180 days after issuance into shares of the Companys common stock at a price discounted from average trading price. $53,000 Note less discount of $21,326 for conversion.

            31,674


            17,083

Asher Enterprises, Inc.




Note payable to Asher Enterprises, Inc. The note accrues interest at 8% per annum and mature May 18, 2012 and is convertible 180 days after issuance into shares of the Companys common stock at a price discounted from average trading price. $40,000 Note less discount of $21,703 for conversion.

            18,297


            6,680

Asher Enterprises, Inc.




Note payable to Asher Enterprises, Inc. The note accrues interest at 8% per annum and mature July 5, 2012 and is convertible 180 days after issuance into shares of the Companys common stock at a price discounted from average trading price.

          32,500


-

Magna Group




Convertible notes payable to The Magna Group. The notes accrue interest at 12% per annum and mature November 4, 2012 and are convertible into shares of Allezoe common stock at a price discounted from the average trading price. $150,000 in Notes less discount of $57,122 for conversion.

92,878


-


29

Convertible debentures




Convertible notes payable to related parties officers by OTS. The notes accrue interest at 12% per annum, mature December 15, 2012, and are convertible one year after issuance into shares of Company common stock at a price discounted from average trading price. No beneficial conversion recorded as note transferred back to OTS.

1,447,126


       -

Crystal Falls Investments, LLC.




Convertible notes payable to Crystal Falls. The notes accrue interest at 9% per annum and mature January 31, 2012 and are convertible into shares of Allezoe common stock at a price discounted from the average trading price. $100,000 Note less discount of $42,765 for conversion.

          57,235


          40,815

Total

       1,679,710


       64,578

Less: current portion

232,584


64,578

Long-term debt

 $       1,447,126


 $                 -


We now maintain our corporate offices in space made available at no charge by our Chief Executive Officer, located in Boca Raton, Florida.


Results of Operations


For the quarters ended November 30, 2011 and 2010, the Company had no revenues.  Since inception, the Company has yet to earn revenues and has incurred cumulative net losses of $4,087,756.  For the quarters ended November 30, 2011 and 2010, the Company had net losses of $1,248,931 and $5,293, respectively.  Our activities have been attributed primarily to start up and business development.

 

For the quarters ended November 30, 2011 and 2010, we incurred operating expenses of $1,003,938 and $5,293, respectively.


30




ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


Market Information


There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company at November 30, 2011.


There are no shares that have been offered pursuant to an employee benefit plan or dividend reinvestment plan as of November 30, 2011. Our shares are traded on the OTCBB under the symbol ALZM. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.


In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:


variations in our operations results, either quarterly or annually;



trading patterns and share prices in other medical technology companies which our shareholders consider similar to ours; and



other events which we have no control over.


In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of managements attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.


Trends

 

We are in the development stage and have not generated any revenue. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term or short term, as more fully described under Risk Factors in our current report on Form 8-K filed with the SEC on February 28, 2011.


31






ITEM 4. CONTROLS AND PROCEDURES


(a)

Evaluation of disclosure controls and procedures


It is managements responsibility for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, we have evaluated the effectiveness of our disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as of November 30, 2011 (the Evaluation Date). Based on the evaluation by management, they have concluded these disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal control over financial reporting as more fully discussed below.


Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that disclosure controls and procedures have the following characteristics:


designed to ensure disclosure of information that is required to be disclosed in the reports that we file or submit under the Exchange Act;


recorded, processed, summarized and reported with the time period required by the SECs rules and forms; and


accumulated and communicated to management to allow them to make timely decisions about the required disclosures.


As of November 30, 2011, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments.


Management concluded, during the three months ended November 30, 2011, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of our internal control that adversely affected our internal controls which management considers to be material weaknesses.


Material Weaknesses


Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date and identified the following material weaknesses:


As of November 30, 2011, we did not have an audit committee which complies with the requirements of an audit committee since it did not have an independent financial expert on the committee. Even though we have a Code of Ethics it does not emphasize fraud and methods to avoid it.   On July 6, 2011, we adopted an Audit Committee Charter and appointed an Audit Committee of independent directors, and also amended our Code of Ethics to include fraud issues and methods to avoid it. Due to our small size, a whistleblower policy is not necessary.

Due to a significant number and magnitude of out-of-period adjustments identified during the quarter-end closing process, management has concluded that the controls over the quarter-end financial reporting process were not operating effectively. A material weakness in the quarter-end financial reporting process could result in our not being able to meet our regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.


32


There is no system in place to review and monitor internal control over financial reporting. This is due to our maintaining an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.


(a)

Changes in control over financial reporting


There were no changes in our internal controls over financial reporting during the three months ended November 30, 2011 that have materially affected, or are reasonably likely to material affect, our internal control over financial reporting.


PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


There are no legal proceedings to which we are a party or to which we are subject, nor, to the best of our knowledge, are any material legal proceedings contemplated.


ITEM 1A RISK FACTORS




The list of risk factors contained in our Annual Report on Form 10-K for the year ended August 31, 2011, under Part 1 ITEM 1A, Risk Factors, are incorporated by reference.


ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS





In September, 2011, we issued a total of 391,304 common shares to Centurion Private Equity, LLC for consulting expenses at $0.057 per share and also issued 234,782 common shares to Healthcare of Today, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc. Though the acquisition of Organ Transport Systems, Inc. was rescinded, the additional shares that were issued and outstanding as of November 30, 2011.


In October, 2011, we issued a total of 4,000,000 common shares to Centurion Private Equity, LLC for consulting expenses at $0.057 per share and also issued 2,400,000 common shares to Healthcare of Today, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc. Though the acquisition of Organ Transport Systems, Inc. was rescinded, the additional shares that were issued and outstanding as of November 30, 2011.



In November, 2011, we issued a total of 16,388,473 common shares to Magna Group, LLC on three conversions totaling $160,000 in principal amount of loans, at a price equal to $0.01875, $0.01035, and $0.00675 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 9,831,884 common shares to Healthcare of Today, Inc. as stock based compensation. Though the acquisition of Organ Transport Systems, Inc. was rescinded, the additional shares that were issued and outstanding as of November 30, 2011.




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In December, 2011, we issued a total of 18,247,619 common shares to Magna Group, LLC on two conversions totaling $101,000 in principal amount of loans, at a price equal to $0.0042 and $.0075 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 10,948,570 common shares to Healthcare of Today, Inc. as stock based compensation.


In December, 2011, we issued a total of 36,231,884 common shares to Centurion Private Equity, LLC for consulting expenses at $0.0069 per share and also issued 21,739,130 common shares to Healthcare of Today, Inc. as stock based compensation.


As a result of the issue of these shares, we now have a total of 182,236,685 common shares issued and outstanding as of January 17, 2012.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4. (Removed and Reserved)


ITEM 5. OTHER INFORMATION


None.



ITEM 6. EXHIBITS


31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2

Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

32.2

Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ALLEZOE MEDICAL HOLDINGS, INC.

(Registrant)


/s/MICHAEL GELMON

Michael Gelmon

Chief Executive Officer


/s/JOHN BURKE

John Burke

Principal Accounting Officer


Dated: July 10, 2012



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