UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(Mark One)

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

       OF 1934

For the Quarterly Period Ended February 29, 2012

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

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.

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).

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):

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

As of April 23, 2012, there were 373,933,918 shares of Common Stock ($0.001 par value) outstanding.

TABLE OF CONTENTS

		Page Number
PART I.	FINANCIAL INFORMATION
ITEM 1.	Consolidated Financial Statements (unaudited)	1
	Consolidated Balance Sheets as of February 29, 2012 and August 31, 2011	2
	Consolidated Statements of Operations for the three and six months ended February 29, 2012 and 2011 and for the period from July 13, 1999 (Date of Inception) to February 29, 2012	3
	Consolidated Statements of Stockholders’ Equity for the period from July 13, 1999 (Date of Inception) to February 29, 2012	4-5
-	Consolidated Statements of Cash Flows for the six months ended February 29, 2012 and 2011 and for the period from July 13, 1999 (Date of Inception) to February 29, 2012	6
	Notes to the Consolidated Financial Statements.	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
ITEM 3.	Quantitative and Qualitative Disclosure about Market Risk	32
ITEM 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	34
ITEM 1.	Legal Proceedings	34
ITEM 1A.	Risk Factors	34
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
ITEM 3.	Defaults Upon Senior Securities	36
ITEM 4.	(Removed and Reserved)	36
ITEM 5.	Other Information	37
ITEM 6.	Exhibits	38
	SIGNATURES	38

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying consolidated balance sheets of Allezoe Medical Holdings, Inc. and subsidiary (a development stage company) (the "Company”) at February 29, 2012 (with comparative figures as at August 31, 2011); and the consolidated statements of operations for the three and six months ended February 29, 2012 and 2011, and for the period from July 13, 1999 (date of inception) to February 29, 2012; the consolidated statements of stockholders’ equity for the period from July 13, 1999 (Date of Inception) to February 29, 2012; and the consolidated statements of cash flows for the six months ended February 29, 2012 and 2011 and for the period from July 13, 1999 (date of inception) to February 29, 2012 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.

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

Consolidated operating results for the six months ended February 29, 2012 are not necessarily indicative of the results that can be expected for the year ending August 31, 2012.

1

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

2

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

3

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

5

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

6

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (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 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 device industry. On February 18, 2011, the Company acquired all of the outstanding shares of Organ Transport Systems, Inc., a Nevada corporation and simultaneously disposed of the assets relating to its former activities in mining exploration, along with all related liabilities. Consequently, Organ Transport Systems, Inc. was considered to be the surviving entity and the historical financial results presented in this Report are solely those of Organ Transport Systems, Inc.

In January, 2012, the Company entered into an exclusive worldwide development and distribution license, through its wholly-owned subsidiary SureScreen Medical, Inc., for the development and marketing of a patent pending ”see and Treat” system for detecting human papilloma virus.

In March, 2012, 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 in spin-off OTS to Healthcare of Today, Inc., from which it had been originally acquired.  As a result, OTS is no longer a part of the Company’s corporate group and 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.

 Nature of Operations

The Company’s assets at February 29, 2012 consisted of fixed assets and patent applications related to new organ transportation technology and detection and treatment of human papilloma virus (HPV).

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Period Financial Statements

The accompanying unaudited consolidated financial statements of the Company at February 29, 2012 and 2011 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 management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make the Company’s financial statements not misleading have been included. The results of operations for the three and six month periods ended February 29, 2012 and 2011 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 CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Consolidation

The consolidated financial statements presented herein include the accounts of the Company and its subsidiary SureScreen Medical, Inc. These financial statements reflect the financial position and results of operations, cash flows, and changes in equity from inception (July 13, 1999) through February 18, 2011, at which time the Company began reporting consolidated results.

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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates and those differences could be material.

Cash and Equivalents

The Company considers all highly liquid debt instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.

 Property and Equipment

Property and equipment are stated at cost. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets will be charged to expense. Depreciation is computed using the straight-line method over the estimated useful lives of five years.

8

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 Company’s 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. Weighted average common shares outstanding prior to February 18, 2011 have been adjusted based upon a ratio of post merger to pre merger shares.

Income (loss) per share

Basic net (loss) per share is computed by dividing the net (loss) attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock 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. Weighted average common shares outstanding prior to February 18, 2011 have been adjusted based upon a ratio of post merger to pre merger shares.

Research and Development Costs

Costs incurred in the research and development phase of the Company’s products are expensed as incurred. Research and development expenses include direct costs for salaries, employee benefits, subcontractors, facility related expenses, and stock-based compensation related to employees involved in the Company’s research and development phase.

Income Taxes

The Company accounts for income taxes in accordance with the Financial Accounting Standards Board 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 CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (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 February 29, 2012 and August 31, 2011, the Company had no balances in excess of federally insured limits.

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 February 29, 2012, the Company has no instruments that require additional disclosure. The carrying amounts for the Company’s short-term financial instruments, including accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these investments.

The asset or liability’s 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.

Going Concern

As reflected in the accompanying financial statements, the Company has not yet emerged from the developments stage, has a net loss of $1,708,592 and net cash used in operations of $1,272,975 for the six months ended February 29, 2012. The Company also had a negative working capital of $178,592 and an accumulated deficit of $2,802,951 at February 29, 2012.

10

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern (continued)

The accompanying consolidated 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 Company’s ability to continue as a going concern.  The consolidated 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. Upon FDA approval, the Company expects to begin actual manufacturing and sales operations of the HPV technology. The Company is currently negotiating larger financing to initiate the FDA5-10K process which will be completed within 5-10 months. 

Recent Accounting Pronouncements

In September 2011, the FASB issued an amendment to Topic 350, Intangibles—Goodwill 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 Company’s 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 Company’s financials properly reflect the change.

11

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 3. PROPERTY AND EQUIPMENT

A summary of property and equipment as of February 29, 2012 and August 31, 2011 is as follows:

	February 29, 2012		August 31, 2011
Electronic equipment	$                        -		$              73,788
Furniture and equipment	-		5,112
Software	2,120		215
	2,120		79,115
Less accumulated depreciation	(8)		(76,557)
	$                2,112		$                2,558

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 February 29, 2012, and August 31, 2011:

		February 29, 2012		August 31, 2011
Net operating loss		$             1,708,592		$                887,709
Future tax benefit at 34%		580,921		301,821
Less: Valuation allowance		(580,921)		(301,821)
Net deferred tax asset		$                             --		$                               --

The valuation allowance changed by approximately $279,100 during the six months ended February 29, 2012.

 

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, 2010, and OTS had net operating loss carry-forwards of $887,709 at August 31, 2011 and $1,708,592 at February 29, 2012

12

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

(UNAUDITED)

NOTE 4. INCOME TAXES (continued)

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 Company’s 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 February 29, 2012. The Company’s continuing policy is to recognize accrued interest and penalties related to income tax matters in income tax expense.

Note 5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

As of February 29, 2012, Healthcare of Today, Inc. (HOTI) had acquired 60% of the common capital stock issued, on a non-diluting basis, as part of the transfer of Organ Transport Systems, Inc. to the Company.  That acquisition transaction has been rescinded in March, 2012, and Healthcare of Today, Inc. no longer holds a significant interest in the Company.

NOTE 6.	CAPITAL STOCK

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

NOTE 7. LEASE COMMITMENT

The Company subleases office facilities in Boca Raton, Florida from a Company controlled by its Chairman, Michael Gelmon, for no charge.  In addition, the Company utilizes office space located in Merritt Island, Florida as part of a consulting agreement with CFOs to Go, Inc., which provides legal, financial and administrative services to the Company.

13

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 8.  NOTES PAYABLE

The following is a summary of notes payable at February 29, 2012 and August 31, 2011:

15

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 8.  NOTES PAYABLE (continued)

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. In December 2011, the Company converted the remaining $100,000 of the note into 18,247,619 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.

In December, 2011, the Company issued 18,247,619 common shares on conversion of $101,000 in loan principal and 36,231,884 common shares for $250,000 in consulting fees. In conjunction with the HOTI acquisition agreement, Élan Health Services, Inc. was issued proportionate shares to maintain 60% ownership in the Company.

16

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

NOTE 9.  SUBSEQUENT EVENTS

In March, 2012, the Company issued 16,882,035 common shares on conversion of $110,000 in loan principal. In conjunction with the HOTI acquisition agreement, Élan Health Services, Inc. was issued proportionate shares to maintain 60% ownership in the Company.

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. 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 “Stock Receivable” on the balance sheet.

NOTE 10.  RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Company is restating its previously issued combined financial statements for the year ended August 31, 2011 to reflect the rescission of its subsidiary Organ Transport Systems, Inc. (“OTS”) in March 2012 (See Note 9). The rescission of OTS resulted in restatements of its previously reported combined financial statements as of and for the year ended August 31, 2011.

The rescission resulted in the removal of all OTS transactions from The Company’s current financial statements for the quarter ending February 29, 2012. The rescission also resulting in a restatement in The Company’s audited financial statements for the year August 31, 2011.

 

17

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

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

18

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

The effect of the restatements on our consolidated statement of operations for the three months ended February 28, 2011 is as follows:

19

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

The effect of the restatements on our consolidated statement of operations for the six months ended February 28, 2011 is as follows:

20

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

The effect of the restatements on our consolidated statement of cash flows for the six months ended February 28, 2011 is as follows:

				As previously Reported	Adjustments	Restated
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$              (570,226)	$            569,354	$                    (872)
	Adjustments to reconcile net loss to net
		cash used by operations:
		Depreciation expense		1,679	(1,679)	-
	Changes in certain operating assets and liabilities
		Interest accrued on notes payable		104,377	(104,002)	375
		Increase in accounts payable
			and accrued expenses	76,745	(138,682)	(61,937)
		Increase in accrued salaries		350,749	(350,749)	-
Net cash used by operating activities				(36,676)	(25,758)	(62,434)
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of property and equipment			-	-	-
	Investment in patents			(25,157)	25,157	-
Net cash used by investing activities				(25,157)	25,157	-
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of common stock			-	-	-
	Proceeds from notes payable			55,535	(30,535)	25,000
	Related party advances			-	(120,012)	(120,012)
	Reorganization			-	156,430	156,430
Net cash provided by financing activities				55,535	5,883	61,418
Net increase (decrease) in cash				(6,298)	5,282	(1,016)
Cash and equivalents, beginning of period				17,647	-	1,016
Cash and equivalents, end of period				$                   11,349	$                5,282	$                           -
Supplemental cash flow information:
	Cash paid for interest			$                             -	$                       -	$                           -
	Cash paid for income taxes			$                             -	$                       -	$                           -
	Significant non-cash activities
		Notes payable converted to warrants		$                             -	$                       -	$                           -
		Notes payable converted to common stock		$                             -	$                       -	$                           -
		Liabilities converted to notes payable		$              1,400,750	$                       -	$                           -
		Accrued interest converted to notes payable		$                 139,871	$                       -	$                           -

21

ALLEZOE MEDICAL HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2012

 (UNAUDITED)

The effect of the restatements on our consolidated statement of stockholders’ equity for the years ended August 31, 2011 and 2010, and period from September 24, 1998 (inception) to August 31, 2009 is as follows:

23

ITEM 2. MANAGEMENT’S 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 for the six months ended February 29, 2012 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 acquisition of Organ Transport Systems, Inc. As a result of that acquisition, our market direction changed to medical device development and marketing.

We formed a wholly-owned subsidiary, SureScreen Medical, Inc., in October, 2011 through which we have entered into a licensing agreement with AVM Licensing Corp. for the licensing of proprietary, patent pending technology that would enable healthcare providers to "see and treat" Human Papilloma Virus (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

24

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 .

The Company entered into a definitive Acquisition Agreement effective January 24, 2011 to acquire all of the issued and outstanding stock of Organ Transport Systems, Inc., a Nevada corporation based in Frisco, Texas (“OTS”). OTS is a biomedical company engaged in developing, patenting, and commercializing portable hypothermic, oxygenated preservation and transport technology for human organs. OTS plans to offer products to assist in human organ transplantation including its LifeCradle®® product line which assists with organ preservation. That acquisition has closed on February 18, 2011 (the "Closing").

Under the terms of the Acquisition Agreement, the Company acquired 100 percent of the issued and outstanding shares of OTS from its sole shareholder, Healthcare of Today, Inc., in exchange for the issuance of 78,255,000 common shares of the Company representing sixty (60) percent of the resulting issued and outstanding common shares of the Company on a fully diluted basis (the “Share Exchange”), which shares will thereafter be non-dilutable and will always maintain a sixty (60) percent ownership in the Company. All outstanding liabilities of the Company have been discharged, paid or converted into equity at closing and the existing mining operations of the Company were transferred at closing to Executor Capital, Inc., a Belize corporation, for the assumption of all such liabilities. The current officers and directors of the Company also resigned at Closing and the name of the Company also was  changed to Allezoe Medical Holdings, Inc., to reflect its new business direction, and the trading symbol for its common stock was changed to "ALZM."

Effective March 19, 2012, the Company rescinded the acquisition of OTS due to the unexpected and unanticipated delays and increased costs to develop the technology of OTS and the uncertainty whether the technology could ever be commercially developed. Under the terms of the rescission, we transferred the stock in OTS back to Healthcare of Today in return for all of the shares we had issued to Healthcare of Today at the time of the acquisition, a total of 78,255,000 common shares. 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 “Stock Receivable” on the balance sheet.

As part of the rescission, Healthcare of Today also guaranteed repayment of a total of $   in funds we had advanced to OTS during the period it was a subsidiary, as well as the assumption by OTS of the debt in the total amount of $2,    to its offices for past compensation, which had been assumed by us as part of the original acquisition of OTS.  This guarantee was secured by a pledge of the stock of OTS.

The Business

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. We now operate as one reportable segment.

SureScreen Medical, Inc., has entered into a licensing agreement with AVM Licensing Corp. for the licensing of proprietary, patent pending technology that would enable healthcare providers to "see and treat" Human Papilloma Virus (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

25

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 have entered into an Acquisition Agreement (the "Acquisition Agreement") with Élan Health Services, Inc. (the "Seller"), dated as of December 28, 2011, pursuant to which we will acquire BioCube, Inc., a Nevada corporation (“BioCube”), which will then become our wholly-owned subsidiary.  Our Board of Directors approved this Acquisition Agreement at a meeting held on January 5, 2012. BioCube was formed as the first step in the proposed spin-off of the operating business of BioCube, Inc., a Delaware corporation whose shares are traded on the OTC Bulletin Board under the symbol “BICB”.  Élan Health Services, Inc., which is the majority holder of our common stock and also holds the right to receive additional common shares equal to 60 percent of any common shares issued to other parties to maintain its majority position, entered into a separate acquisition agreement with BICB under which BICB agreed to transfer its operating business, free of all debt, to BioCube, Inc., the Nevada corporation, following which Élan Health Services will then acquire BioCube, Inc. from BICB. The various transactions involved in the acquisition are expected to close in the next 30 days.

BICB is a development stage company which plans to research, design, manufacture, market and distribute an environmentally safe decontamination system, utilizing an aerosol-based delivery method with its Russian research partners. BioCube also entered into a licensing agreement with Battelle Memorial Institute of Richland, Washington, to sub-license technology contained in certain rights of Batelle in patents relating to micro-aerosol based decontamination methods, which are complimentary to the technology of BioCube. This system has demonstrated effective results in handling of microbial and fungal cells, spores, and viruses that are the core of such infections as MRSA, Avian Flu, Swine Flu and common molds. On October 14, 2011, BICB was notified that the license arrangement with Batelle for the technology underlying the decontamination unit had been terminated for non-payment, which has disrupted BioCube’s business plan for lack of operating capital. A condition to the closing of the acquisition is satisfactory discussions with the licensor to reinstate the license.

Hospitals struggle with the control of infectious diseases and continue to look for effective, environmentally friendly and cost-effective means of dealing with this pervasive problem. Through the proposed acquisition, we intend to focus on this existing market need for decontamination of patient rooms, operating theaters, medical equipment and furniture, which exists in over 5,000 hospitals and nearly 1 million beds in the U.S. healthcare system, as well as the many other uses of a similar decontamination solution.

26

Through our new subsidiary, BioCube, Inc., we will focus on the following target markets:

-- Healthcare (hospital, nursing homes)

-- Travel (airplanes, cruise ships, mobile homes)

-- Mold remediation

-- Schools

-- Animal farming

-- Agriculture

This decontamination technology holds significant promise as a long-term solution to a global problem. Our objective will this acquisition will be to help create an effective technology that will allow for rapid, inexpensive and environmentally safe remediation of buildings that have been contaminated by a biological agent, thus allowing a speedy return to a state of normalcy.

As part of the Acquisition Agreement, we will issue 100,000 shares of a new class of preferred stock, designated as Series A Convertible Preferred Stock, which will be a voting, convertible preferred stock (i) having at all times the right to cast votes in all matters in which the holders of common stock of ALZM are entitled to vote, equal to 51% of the total vote of all classes of stock from time to time outstanding; (ii) convertible into common stock of ALZM equal to 51 percent of the resulting total common shares issued and outstanding on a fully diluted basis at the election of the holder or holders at any time after one year from the closing of the transactions contemplated in this Agreement; and (iii) having a liquidation preference equal to 51 percent of the assets available on a liquidation distribution over the ALZM Common Shares.  

As of August 31, 2011 and February 29, 2012, we had not generated any revenue. We have incurred net losses in each year since our inception. As of February 29, 2012, we had a deficit accumulated during the development stage of $3.29 million. We expect our losses to increase as we continue our development activities and expand our commercialization activities. To date, we have funded our cash requirements primarily with proceeds from the sale of equity securities and from equipment financings. To the extent our cash, cash equivalents and investments, including the net proceeds from this offering, are insufficient to fund our future cash requirements, we may be required to raise additional capital. Any such required additional capital may not be available on reasonable terms, if at all. If we are unable to obtain additional capital, we may be required to reduce the scope of, delay or eliminate some or all of, our planned development and commercialization activities, which could materially harm our business.

Plan of Operation

We are a development stage company which plans to enter into the business of providing hospitals, transplant centers and physicians with advanced medical devices and de-sanitizing products, through wholly-owned subsidiaries SureScreen Medical, Inc. and the to-be-acquired BioCube, Inc.

Employees

We currently have two employees, both of whom work for SureScreen. SureScreen expects to utilize a significant number of outside vendors and consultants to facilitate its product development, research and regulatory affairs.

Liquidity and Capital Resources

We have historically met our capital requirements through either private placement of equity or private borrowings. Our cash balance increased $46,270 from $38,320 at August 31, 2011 to $152,693 at February 29, 2012. 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.

27

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. In December, 2011, Magna Group, LLC issued two notices of conversion totaling $100,000. We accrued interest of $2,180 on this note as of February 29, 2012.

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 $1,160 on this note as of February 29, 2012.

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 $1,054 on this note as of February 29, 2012.

We received loan proceeds of $50,000 in January of 2012 from Magna Group, LLC, an unrelated third party, due January 4, 2013 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. We accrued interest of $921 on this note as of February 29, 2012.

We received loan proceeds of $20,000 in January of 2012 from Common Stock, LLC, an unrelated third party, due October 31, 2012 at 6 percent interest. The note is convertible into common stock at a price equal to 60 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 $135 on this note as of February 29, 2012.

We received loan proceeds of $195,000 in January of 2012 from Magna Group, LLC, an unrelated third party, due January 4, 2013 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 January and February, 2012, Magna Group, LLC issued three notices of conversion totaling $195,000. We accrued interest of $3,735 on this note as of February 29, 2012.

We received loan proceeds of $40,000 in January of 2012 from Asher Enterprises, LLC, an unrelated third party, due October 23, 2012 at 8 percent interest. The note is convertible into common stock at a price equal to 50 percent of the three lowest trading prices for our common stock for the ten trading days prior to the notice of conversion. In February, 2012 Asher Enterprises, LLC issued two notices of conversion totaling $28,000. We accrued interest of $612 on this note as of February 29, 2012.

We received loan proceeds of $50,000 in January of 2012 from Panache Capital, LLC, an unrelated third party, due January 10, 2013 at 10 percent interest. The note is convertible into common stock at a price equal to 75 percent of the five lowest trading prices for our common stock for the ten trading days prior to the notice of conversion. We accrued interest of $635 on this note as of February 29, 2012.

28

We received loan proceeds of $65,000 in January of 2012 from Magna Group, LLC, an unrelated third party, due January 4, 2013 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 February, 2012, Magna Group, LLC issued one notice of conversion totaling $65,000.

We received loan proceeds of $97,500 in January of 2012 from Panache Capital, LLC, an unrelated third party, due January 10, 2013 at 10 percent interest. The note is convertible into common stock at a price equal to 75 percent of the five lowest trading prices for our common stock for the ten trading days prior to the notice of conversion. In January and February, 2012 Panache Capital, LLC issued two notices of conversion totaling $97,500. We accrued interest of $280 on this note as of February 29, 2012.

We received loan proceeds of $40,000 in February of 2012 from Asher Enterprises, LLC, an unrelated third party, due November 23, 2012 at 8 percent interest. The note is convertible into common stock at a price equal to 50 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 $351 on this note as of February 29, 2012.

We received loan proceeds of $322,785 in February of 2012 from ICG USA, LLC, an unrelated third party, due February 14, 2013 at 6 percent interest. The note is convertible into common stock at a price equal to 50 percent of the three lowest trading prices for our common stock for the ten trading days prior to the notice of conversion. In February, 2012 ICG USA, LLC issued two notices of conversion totaling $147,595. We accrued interest of $566 on this note as of February 29, 2012.

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 HPV technology 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.

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.

29

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 February 29, 2012 and August 31, 2011:

30

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

31

Results of Operations

As a result of the reverse merger with Organ Transport Services, Inc. on February 18, 2010, the former mining development activities of the Company have been terminated and all of the related assets and liabilities have been disposed of. Our operations and financial statements have been restated retroactively as the results of operations of Organ Transport Services, Inc., as the successor entity. There have been no material changes in the operations or assets of Organ Transport Systems, Inc. since the end of the fiscal year August 31, 2011, except that the financial statements of Organ Transport, Inc. have been restated to August 31, to accommodate the change in fiscal year to that of the Company. Operating expenses were significantly increased in the six months ended February 29, 2012 compared to February 298, 2011 due primarily to additional consulting costs.

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 February 29, 2012. Élan Health Services, Inc., Inc. holds 51 percent of our common stock which, by agreement is non-dilutive. Therefore, if common shares are issued for any reason to a third party, additional common shares also will be issued to Élan Health Services, Inc. so that it always maintains up to a 60 percent ownership of our common shares.

There are no shares that have been offered pursuant to an employee benefit plan or dividend reinvestment plan as of February 29, 2012. 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 device companies which our shareholders consider similar to ours;
●	the progress with FDA approval of the HPV technology, 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 management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

32

Trends

 

We are in the development stage, have not generated any revenue and have no prospects of generating any revenue until we have obtained FDA approval of our HPV product. 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 annual report on Form 10-K filed with the SEC for the year ended August 31, 2011.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures

It is management’s 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 February 29, 2012 (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 SEC’s rules and forms; and

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

As of February 29, 2012, 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 Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Management concluded, during the six months ended February 29, 2012, that our 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.

33

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 February 29, 2012, 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.
●	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 February 29, 2012 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

We were named as a party to a declaratory judgment action in Texas seeking a declaration that certain shares of the company issued in the acquisition of OTS from Healthcare of Today, Inc. (since rescinded for unrelated reasons) “belong” to the former shareholder of OTS who filed the action.  No actual damages are sought and the case appears to be moot.  Management does not believe that the litigation poses any material risk to the Company.

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.

34

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 Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

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 Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

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 Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

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 Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

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 Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In January, 2012, we issued a total of 12,985,556 common shares to Magna Group, LLC on two conversions totaling $125,000 in principal amount of loans, at a price equal to $0.0112 and $0.0083 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 7,770,991 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In January, 2012, we issued a total of 4,507,629 common shares to Panache, LLC on a conversion totaling $48,750 in principal amount of loans, at a price equal to $0.0108 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 2,704,577 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In January, 2012, we issued a total of 9,862,931 common shares to Asher on four conversions totaling $68,000 in principal amount of loans, at a price equal to $0.0092, $0.0076, $0.0071, $0.0061 and $0.0058 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 3,596,688 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In February, 2012, we issued a total of 4,932,402 common shares to Asher on two conversions totaling $25,000 in principal amount of loans, at a price equal to $0.0058 and $0.0045 per share, representing 75 percent of the low price for the shares during a three day trading period.

35

In February, 2012, we issued a total of 11,666,667 common shares to Magna Group, LLC on a conversion totaling $70,000 in principal amount of loans, at a price equal to $0.0060 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 7,000,000 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In February, 2012, we issued a total of 20,405,837 common shares to ICG USA LLC on two conversions totaling $147,595 in principal amount of loans, at a price equal to $0.0080 and $0.0057 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 12,243,502 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In February, 2012, we issued a total of 16,118,083 common shares to Crystal Falls on three conversions totaling $88,000 in principal amount of loans, at a price equal to $0.0048, $0.0079 and $0.0072 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 7,448,276 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In February, 2012, we issued a total of 6,040,893 common shares to Panache, LLC on a conversion totaling $48,750 in principal amount of loans, at a price equal to $0.0081 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 3,624,536 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In March, 2012, we issued a total of 1,971,014 common shares to Asher on a conversion totaling $13,000 in principal amount of loans, at a price equal to $0.0066 per share, representing 75 percent of the low price for the shares during a three day trading period.

In March, 2012, we issued a total of 14,750,209 common shares to ICG USA LLC on two conversions totaling $82,019 in principal amount of loans, at a price equal to $0.0056 per share, representing 75 percent of the low price for the shares during a three day trading period, and also issued 8,850,125 common shares to Élan Health Services, Inc. to maintain its 60 percent voting control, as agreed in the acquisition of Organ Transport Systems, Inc.

In April, 2012, we issued a total of 6,035,714 common shares to Asher on two conversions totaling $32,500 in principal amount of loans, at a price equal to $0.0056 per share, representing 75 percent of the low price for the shares during a three day trading period.

As a result of the issue of these shares, we now have a total of 373,933,918 common shares issued and outstanding as of April 16, 2012.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. (Removed and Reserved)

36

ITEM 5. OTHER INFORMATION

On March 2, 2012, the Audit Committee of our Board of Directors met to consider whether reported activities of an officer and director of the Company could represent a breach or violation of our Code of Ethics, our Guidelines for Corporate Governance or applicable provisions of the Sarbanes-Oxley Act.  Under our Code of Ethics and our Guidelines for Corporate Governance, the Audit Committee of the Board of Directors is charged with implanting, reviewing, investigating and, where appropriate, recommending action concerning possible improper or inappropriate conduct.

Corporate legal counsel provided information to the Audit Committee regarding a lawsuit that has been filed naming Allezoe Medical Holdings, Inc. (“the Company”), among others, as a defendant, as well as the to-date findings of Counsel’s investigation into the matter.  The documents filed in that action include an affidavit from Hyman White, a member of our Board of Directors and corporate Secretary, which Mr. White provided in support of the plaintiff’s claims against the Company. Mr. White apparently prepared and provided this affidavit himself, in consultation with plaintiff and plaintiff’s legal counsel, and possibly other senior management of Organ Transport Systems, Inc., but without prior disclosure to or consent from management, the Board of Directors or legal counsel for the Company. This appears to be a breach of Mr. White’s fiduciary obligation to the Company and his duties and responsibilities under our Code of Ethics and Guidelines for Corporate Governance. This conduct also may constitute a violation of his agreed undertaking and obligation to the Company, as a publicly reporting and trading company, to act in good faith and without conflicts of interest. The basis of the lawsuit, although not very clear, appears to relate to a promissory note issued by Healthcare of Today, Inc. to the plaintiff in the case, which note is identical with a promissory note issued to Mr. White and to other officers and directors of Organ Transport Systems, Inc. at the same time by Healthcare of Today, Inc. It also appears that statements made by Mr. White in his affidavit appear to be knowingly false and adverse to the interests of the Company.  

In addition to the apparent ethical violations, breach of fiduciary duty and violation of the Guidelines for Corporate Governance, it appears that Mr. White’s conduct could also constitute a violation of federal and state securities laws, including the Sarbanes-Oxley Act.  To the extent that the Audit Committee receives evidence or concludes that the latter is the case, then that evidence and the related facts would have to be forwarded to the appropriate authorities for consideration of any further action they may wish to take.

After discussion, the Audit Committee unanimously voted to institute an investigation to determine whether Mr. White, or any other officer, director or employee of the Company or of a subsidiary of the Company, breached his fiduciary duty to the Company, violated the Sarbanes-Oxley Act or applicable state or federal securities laws, our Code of Ethics or our Guidelines for Corporate Conduct.  The Audit Committee further determined that the investigation will also include ascertaining the facts relating to an earlier attempt to bind the Company to onerous employment contracts, with expensive and unwarranted “golden parachute” provisions for Mr. White and other management of Organ Transport Systems, Inc. then serving also as officers or directors of the Company; the potential use of corporate funds other than for the best interests of the Company and its subsidiaries and their businesses; the possible disclosure of corporate information to unauthorized third parties, including former creditors or shareholders of OTS, stock marketing entities, blog sites and similar stock promoters and manipulators;  and whether, in the context of the pending litigation against the Company, Mr. White and/or other officer(s) or directors of OTS breached a fiduciary duty owed to the Company or OTS by instigating, promoting, or aiding and abetting the filing and prosecution of the lawsuit for Mr. White’s own personal benefit or the personal benefit of other officers or directors of OTS.

The lawsuit in question appears to seek a “declaration” that the former shareholders of Organ Transport Systems, Inc., who sold their stock to Healthcare of Today, Inc., an unaffiliated private company, on June 30, 2010 in exchange for common shares and promissory notes of Healthcare of Today, Inc., should now be considered shareholders of the Company.  No damages are claimed.

37

The basis for this unusual claim is not clear, but seems to be based on the fact that Healthcare of Today, Inc. later (February, 2011) transferred the shares of OTS it acquired from the OTS shareholders in June 2010, to the Company, as a result of which OTS became or wholly-owned subsidiary.  No damages or other claims are asserted against the Company and the action seems to be focused on gaining control of the shares of the Company received by Healthcare of Today, Inc. in February, 2011.  The promissory notes issued to the plaintiff in the case, as well as to Mr. White and the other senior management of OTS, as former shareholders of OTS, do not appear to be in default and Healthcare of Today, Inc., which is also a named defendant in the lawsuit, reports that it has not received a required notice of default under any of the promissory notes.  The promissory notes also contain a mandatory, binding arbitration provision for any disputes arising under the notes.

We have retained legal counsel to represent the Company in this litigation, and caused the state court action to be removed to the US District Court for the Eastern District of Texas.  Furthermore, as already announced, we determined that the cost and delay in bringing the OTS medical device technology to market as well as the detriment to our other promising technologies, made it advisable to rescind the acquisition transaction with Healthcare of Today, Inc. under which we acquired OTS as a subsidiary in February 2011, and that rescission has been completed.  Consequently, we have no further or continuing ownership or other interest in OTS, which has been returned to its former status as a wholly-owned subsidiary of Healthcare of Today, Inc. That would appear to make the issues raised in the litigation moot as to the Company.  In any event, since no actual claims have been asserted against the Company in the action, we do not believe there is a significant or material risk of exposure from this action to any liability.

ITEM 6. EXHIBITS