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Allezoe Medical Holdings Inc CIK#: 0001080602 (see all SEC company filings)
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06/14/2012 (14:13 ET) ALZM: Filed New Form 8-K, Material Event Disclosure - Edgar
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D)
of the
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 13, 2012

ALLEZOE MEDICAL HOLDINGS, INC.
(a Delaware Corporation)

001-33090
98-0413066
(Commission File Number)
(IRS Employer Identification Number)

1800 NW Corporate Boulevard, Suite 201
Boca Raton, FL 33431
(Registrant’s address, including zip code)

[phone]
(Telephone number, including area code of agent for service)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

ITEM 8.01 OTHER EVENTS

1.
Resolution with Organ Transport Systems, Inc.

On May 1, 2012, Registrant entered into a Letter Agreement with Healthcare of Today, Inc., Organ Transport Systems, Inc. and Heartland Capital Corporation as part of which Registrant agreed to transfer and convey to Heartland Capital Corporation all of Registrant’s interest in a guaranty and pledge agreement under which Healthcare of Today, Inc. pledged its ownership of all of the issued and outstanding stock of Organ Transports Systems, Inc. to Registrant to secure (i) repayment by Organ Transport Systems, Inc. to Registrant of working capital advanced by Registrant to Organ Transport Systems, Inc. and (ii) the assumption by Organ Transport Systems, Inc. from Registrant of the obligation to pay some $1,474,945.97 in accrued salaries due current and former officers or Organ Transport Systems, Inc., plus interest of $158,981.84 accrued as of February 29, 2012. On June 13, 2012, Registrant and the other parties to the resolution closed on the transaction involved, as a result of which:

a.
Registrant has received payment of $235,000 in cash.

b.
Organ Transport Systems, Inc. has assumed a total of $1,474,946 in debt owed to former and current Organ Transport Systems, Inc. officers, plus all interest accrued thereon, and Registrant has received an indemnification and hold harmless from Organ Transport Systems, Inc. of any liability on those amounts due. The OTS officers and directors each have consented and agreed to this assumption of debt, and the total amount of the obligation, $1,474,946, plus all accrued interest, has been removed from the books of Registrant.

c.
Registrant has executed a Mutual Release Agreement with Organ Transport Systems, Inc. under which Organ Transport Systems, Inc. releases and discharges Registrant from any claims, demands, actions, causes of action and other liability arising out of or based upon the acquisition of control of Organ Transport Systems, Inc. by Registrant on or about July 16, 2011and its operations thereafter, through February 29, 2012.

d.
Registrant has executed an amendment and modification of a Consulting Agreement previously entered into between Registrant and Heartland Capital Corporation on or about December 1, 2011, under which all amounts paid to date to Heartland by Registrant in common stock is deemed to be full satisfaction of all amounts otherwise due under that Consulting Agreement. As a result, Registrant has no further obligations or liability under that Agreement.

2.
Status of Planned Acquisitions.

In part as a result of the resolution of the Organ Transport, Inc. matters as noted above, Registrant has refocused its efforts on the acquisition of companies which are compatible with our market focus and which can add immediate or near term revenues to our operations. On May 18, 2012, we entered into a written letter of intent to acquire an existing medical device manufacturing and distribution company with a medical device product already in the market through multiple outlets. The letter of intent was subject to preparation and execution of a final definitive acquisition agreement and normal due diligence. Subsequent to the execution of the letter of intent and prior to the completion of a definitive acquisition agreement, the principal of the target company attempted to renegotiate the proposed acquisition, on terms which management of Registrant concluded were not in the best interests of Registrant or its shareholders, and as a result, the letter of intent has been allowed to expire. There is no longer any effort being made to complete the proposed transaction, and there is no residual liability for the expired letter of intent.

Registrant is again actively seeking new acquisitions to complement its existing operating subsidiaries, and the previously announced acquisition of BioCube, Inc., which is expected to close before

the end of June. Registrant has entered into discussions to acquire two identified additional target companies and hopes to enter into acquisition letters of intent in June.
.
SIGNATURE

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 hereunto duly authorized.

Allezoe Medical Holdings, Inc.

Date: June 14, 2012
By: /s/ Michael Gelmon

Name: Michael Gelmon
Title: Chairman of the Board and CEO

2
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Allezoe Medical Holdings (ALZM) Announces Settlement with Former Subsidiary; Renewed Focus on Acquisitions

Thursday , June 14, 2012 13:55ET



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BOCA RATON, FLORIDA -- (Marketwire) -- 06/14/12 -- Allezoe Medical Holdings (OTCBB:ALZM) today announced that it has completed the resolution of all remaining matters with Organ Transport Systems, Inc. (OTS), its former subsidiary which it disposed of in February, 2012.

As previously announced, Allezoe entered into a Letter Agreement on May 1, 2012, with Healthcare of Today, Inc., Organ Transport Systems, Inc. and Heartland Capital Corporation as part of which Allezoe agreed to transfer and convey to Heartland all of Allezoe's interest in a guaranty and pledge agreement, pursuant to which Healthcare of Today, Inc. had pledged its ownership of the stock of OTS to secure (i) repayment of working capital advanced by Allezoe to OTS and (ii) the assumption by OTS of the obligation to pay $1,474,945.97 in accrued salaries due current and former officers or OTS, plus interest of $158,981.84 accrued as of February 29, 2012. On June 13, 2012, Allezoe and the other parties to the resolution closed on the transaction involved, as a result of which Allezoe has received repayment of $235,000 in working capital advanced to OTS; OTS has assumed the total debt owed to its former and current officers, plus all accrued interest; and Allezoe has received an indemnification and hold harmless from OTS of any liability on those amounts due. The OTS officers and directors each have consented and agreed to the assumption of the debt by OTS, and the total amount of the obligation, $1,474,946, plus all accrued interest, has been removed from the books of Allezoe.

As part of the settlement, Allezoe has executed a Mutual Release Agreement with OTS in which OTS has released and discharged Allezoe from any claims, demands, actions, causes of action and other liability arising out of or based upon the previous acquisition of control of OTS by Allezoe on or about July 16, 2011 and its operations thereafter, through February 29, 2012. Allezoe also has executed an amendment and modification of a Consulting Agreement previously entered into between Allezoe and Heartland on December 1, 2011, so that all amounts already paid to date to Heartland by Allezoe in common stock are agreed to be full satisfaction of all amounts otherwise due under that Consulting Agreement. As a result, Allezoe has no further obligations or liability under that Agreement.

In part as a result of the resolution of the OTS matters as noted above, Allezoe has refocused its efforts on the acquisition of companies which are compatible with its market focus and which can add immediate or near term revenues to its operations. According to Michael Gelmon, CEO of Allezoe: "The resolution of the lingering issues with OTS will now allow us to redirect our attention to growing the Company, through development of the existing HPV see and treat technology of our SureScreen Medical subsidiary, as well as to acquire new companies in our market space with promising technologies or existing revenue producing operations."

On May 18, 2012, we entered into a written letter of intent to acquire an existing medical device manufacturing and distribution company with a medical device product already in the market through multiple outlets. The letter of intent was subject to preparation and execution of a final definitive acquisition agreement and normal due diligence. Subsequent to the execution of the letter of intent and prior to the completion of a definitive acquisition agreement, the principal of the target company attempted to renegotiate the proposed acquisition, on terms which management of Allezoe concluded were not in the best interests of Allezoe or its shareholders, and, as a result, the letter of intent has been allowed to expire. There is no longer any effort being made to complete the proposed transaction, and there is no residual liability for the expired letter of intent.

Allezoe is again actively seeking new acquisitions to complement its existing operating subsidiaries, and the previously announced acquisition of BioCube, Inc., which is expected to close before the end of June. Allezoe has entered into discussions to acquire two identified additional target companies and hopes to enter into acquisition letters of intent in June.

FORWARD LOOKING STATEMENT

Certain statements contained herein and subsequent oral statements made by and on behalf of ALZM may contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are identified by words such as "intends", "anticipates", "believes", "expects", and "hopes" and includes, without limitation, statements regarding ALZM's plan of business operations, product research and development activities, anticipated revenues and expenses and potential contractual arrangements and obligations. Also, our management may make forward-looking statements orally to investors, analysts, the media and others. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company undertakes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the Company. The Company's SEC filings are available at http://www.sec.gov.

Contacts:
Allezoe Medical Holdings, Inc.
Media [e-mail]
Source: Allezoe Medical Holdings, Inc.

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Public Companies Associated with this story:
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Merger/Acquisition

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