10-Q

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For The Quarterly Period Ended June 30, 2006

OR

	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

From the transition period from                  to                 

Commission File Number 1-11570

ALLIED HEALTHCARE INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

New York			13-3098275
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

555 Madison Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 750-0064

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES       NO   

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer			Accelerated filer			Non-accelerated filer

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

YES       NO   

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class Common Stock			Outstanding at August 4, 2006 44,957,492 Shares

ALLIED HEALTHCARE INTERNATIONAL INC.

THIRD QUARTER REPORT ON FORM 10-Q
TABLE OF CONTENTS

PART I

Item 1.			Financial Statements (Unaudited)					3
			Condensed Consolidated Balance Sheets – June 30, 2006 (Unaudited) and September 30, 2005					4
			Condensed Consolidated Statements of Operations (Unaudited) – For the Three and Nine Months Ended June 30, 2006 and June 30, 2005					5
			Condensed Consolidated Statements of Cash Flows (Unaudited) – For the Nine Months Ended June 30, 2006 and June 30, 2005					6
			Notes to Condensed Consolidated Financial Statements (Unaudited)					7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations					20
Item 3.			Quantitative and Qualitative Disclosures about Market Risk					30
Item 4.			Controls and Procedures					30
			PART II
Item 6.			Exhibits					32

Forward-Looking Statements:    The Private Securities Litigation Reform Act of 1995 provides a ‘‘safe harbor’’ for forward-looking statements. Certain statements contained in this Quarterly Report may be forward-looking statements. These forward-looking statements are based on current expectations and projections about future events. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements include: Allied Healthcare International Inc.’s (the ‘‘Company’’) ability to continue to recruit and retain qualified flexible healthcare staff; ability to enter into contracts with hospitals and other healthcare facility customers on terms attractive to the Company; the general level of patient occupancy at hospital and healthcare facilities of the Company’s customers; demand for the services provided by the Company, the ability to successfully implement acquisition and integration strategies; dependence on the proper functioning of the Company’s information systems; the effect of existing or future government regulation of the healthcare industry, and ability to comply with these regulations; the impact of medical malpractice and other claims asserted against the Company; the effect of regulatory change that may apply to the Company and that may increase costs and reduce revenue and profitability; the ability to use net operating loss carry forwards to offset net income; and the impairment of goodwill, of which the Company has a substantial amount on the balance sheet, may have the effect of decreasing earnings or increasing losses. Other factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report include those described in the Company’s most recently filed SEC documents, such as its most recent annual report on Form 10-K, all quarterly reports on Form 10-Q and any current reports on Form 8-K filed since the date of the last Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Table of Contents

Part I

Item 1.    Financial Statements (Unaudited).

The Condensed Consolidated Financial Statements of Allied Healthcare International Inc. (the ‘‘Company’’) begin on page 4.

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ALLIED HEALTHCARE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

			June 30, 2006 (Unaudited)						September 30, 2005
ASSETS
Current assets:
Cash and cash equivalents				$	2,402					$	5,873
Accounts receivable, less allowance for doubtful accounts of $1,596 and $1,734, respectively					29,518						33,443
Unbilled accounts receivable					12,451						11,197
Inventories					739						359
Deferred income taxes					478						—
Prepaid expenses and other assets					2,773						3,028
Total current assets					48,361						53,900
Property and equipment, net					40,718						22,538
Goodwill					229,290						216,984
Other intangible assets, net					7,913						9,290
Derivative asset					202						—
Deferred financing costs and other assets					610						727
Total assets				$	327,094					$	303,439
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt				$	10,898					$	10,577
Liabilities of discontinued operations					690						690
Accounts payable					3,682						2,649
Accrued expenses					25,862						26,463
Taxes payable					1,799						2,152
Total current liabilities					42,931						42,531
Long-term debt					61,754						53,765
Derivative liability					—						750
Deferred income taxes and other long-term liabilities					6,045						4,534
Total liabilities					110,730						101,580
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value; authorized 10,000 shares, issued and outstanding — none					—						—
Common stock, $.01 par value; authorized 80,000 shares, issued 45,542 shares and 45,441 shares, respectively					455						454
Additional paid-in capital					238,605						237,796
Accumulated other comprehensive income					12,482						6,112
Accumulated deficit					(32,884	)					(40,209	)
					218,658						204,153
Less cost of treasury stock (585 shares)					(2,294	)					(2,294	)
Total shareholders' equity					216,364						201,859
Total liabilities and shareholders' equity				$	327,094					$	303,439

See notes to condensed consolidated financial statements.

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ALLIED HEALTHCARE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)
(Unaudited)

			Three Months Ended												Nine Months Ended
			June 30, 2006						June 30, 2005						June 30, 2006						June 30, 2005
Revenues:
Net patient services				$	69,234					$	87,194					$	210,961					$	260,046
Net respiratory, medical equipment and supplies					3,936						2,289						9,162						6,815
Total revenues					73,170						89,483						220,123						266,861
Cost of revenues:
Patient services					47,908						62,246						146,349						186,085
Respiratory, medical equipment and supplies					3,086						1,022						6,336						3,151
Total cost of revenues					50,994						63,268						152,685						189,236
Gross profit					22,176						26,215						67,438						77,625
Selling, general and administrative expenses					19,301						18,259						54,892						53,509
Operating income					2,875						7,956						12,546						24,116
Interest income					43						46						90						171
Interest expense					(1,019	)					(998	)					(2,928	)					(3,226	)
Foreign exchange income (loss)					88						(68	)					62						(79	)
Other income (expense)					31						(355	)					17						(195	)
Income before income taxes					2,018						6,581						9,787						20,787
Provision for income taxes					668						1,927						2,462						6,251
Net income				$	1,350					$	4,654					$	7,325					$	14,536
Basic net income per share of common stock				$	0.03					$	0.10					$	0.16					$	0.33
Diluted net income per share of common stock				$	0.03					$	0.10					$	0.16					$	0.32
Weighted average number of common shares outstanding:
Basic					44,957						44,830						44,921						44,629
Diluted					44,957						45,329						45,108						45,147

See notes to condensed consolidated financial statements.

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ALLIED HEALTHCARE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

			Nine Months Ended
			June 30, 2006						June 30, 2005
Cash flows from operating activities:
Net income				$	7,325					$	14,536
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization					3,718						2,662
Amortization of intangible assets					1,359						796
Amortization of debt issuance costs and warrants					133						367
Provision for allowance for doubtful accounts					174						415
Stock based compensation — employees					399						21
(Gain) loss on sale of fixed assets					(3	)					7
Deferred income taxes					695						(674	)
Changes in operating assets and liabilities, excluding the effect of businesses acquired and sold:
Decrease (increase) in accounts receivable					4,656						(5,643	)
Increase in inventories					(360	)					(19	)
Increase in prepaid expenses and other assets					(556	)					(97	)
(Decrease) increase in accounts payable, accrued expenses and other liabilities					(328	)					8,605
Net cash provided by operating activities					17,212						20,976
Cash flows from investing activities:
Capital expenditures					(20,835	)					(7,521	)
Proceeds from sale of property and equipment					20						8
Payments for acquisitions — net of cash acquired					(833	)					(9,710	)
Proceeds limited to future acquisitions					—						1,872
Payments on acquisitions payable					(5,186	)					(2,465	)
Net cash used in investing activities					(26,834	)					(17,816	)
Cash flows from financing activities:
Payments on notes payable					—						(1,872	)
Borrowings under revolving loan, net					11,545						2,807
Principal payments on long-term debt					(5,328	)					(5,615	)
Proceeds from sale of interest rate cap and floor agreement					—						100
Payments for financing fees					—						(8	)
Stock options exercised					411						704
Net cash provided by (used in) financing activities					6,628						(3,884	)
Effect of exchange rate on cash					(477	)					12
Decrease in cash					(3,471	)					(712	)
Cash and cash equivalents, beginning of period					5,873						9,299
Cash and cash equivalents, end of period				$	2,402					$	8,587
Supplemental cash flow information:
Cash paid for interest				$	2,029					$	5,466
Cash paid for income taxes, net				$	2,665					$	2,744
Supplemental disclosure of non-cash investing and financing activities:
Details of business acquired in purchase transactions:
Fair value of assets acquired				$	937					$	14,190
Liabilities assumed or incurred					(104	)					(1,705	)
Cash paid for acquisitions (including related expenses)					833						12,485
Cash acquired					—						2,775
Net cash paid for acquisitions				$	833					$	9,710

See notes to condensed consolidated financial statements.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

1.    Basis of Presentation:

Allied Healthcare International Inc. and its subsidiaries (the ‘‘Company’’) is a leading provider of flexible, or temporary, healthcare staffing to the United Kingdom (‘‘U.K.’’) healthcare industry as measured by revenues, market share and number of staff. At June 30, 2006, the Company operated an integrated network of approximately 100 branches throughout most of the U.K. The Company’s healthcare staff consists principally of nurses, nurses aides and home health aides (known as carers in the U.K.), which comprises its staffing segment (‘‘Staffing’’). The Company focuses on placing its staff on a per diem basis in hospitals, nursing homes, care homes and private homes. The Company maintains a pool of over 22,000 nurses, nurses aides and home health aides. The Company also supplies medical-grade oxygen for use in respiratory therapy to the U.K. pharmacy market and Northern Ireland and oxygen concentrators to customers in Northern Ireland. Following the award of the new oxygen contracts, the Company now also provides unified oxygen services directly to customers in the South East of England as further described in Note 9. The Company’s supply of medical-grade oxygen for use in respiratory therapy, oxygen concentrators and unified oxygen services comprised its oxygen segment (‘‘Oxygen’’).

The Condensed Consolidated Financial Statements presented herein are unaudited and include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations of the interim periods pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (‘‘U.S.’’) have been condensed or omitted. The balance sheet at September 30, 2005 has been derived from the audited consolidated balance sheet at that date, but does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2005. Although the Company’s operations are not highly seasonal, the results of operations for the three and nine months ended June 30, 2006 are not necessarily indicative of operating results for the full year.

Certain prior period balances have been reclassified to conform to the current period presentation.

2.    Stock-Based Compensation:

Prior to October 1, 2005, the Company accounted for its stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations (‘‘APB No. 25’’) and provided the required pro forma disclosures of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation.

In December 2004, the Financial Accounting Standards Board (the ‘‘FASB’’) issued FAS No. 123R, Share-Based Payment (‘‘FAS No. 123R’’), which requires companies to measure, at the grant date, and recognize in the financial statements compensation expense for all stock-based payments at fair value over the requisite service period. Effective the beginning of fiscal 2006, the Company adopted FAS No. 123R using the modified prospective application method. In accordance with the modified prospective application method of FAS No. 123R, financial results for the prior periods have not been restated. As a result of adopting FAS No. 123R, for the three and nine month periods ended June 30, 2006 stock-based compensation cost recognized in selling,

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

general and administrative expenses lowered income before income taxes, by $123 and $399, respectively and net income by $97 and $319, respectively, compared with if the Company had continued to account for stock-based compensation under APB No. 25. For the three months ended June 30, 2006, the adoption of FAS No. 123R had no impact on reported basic and diluted earnings per shares (‘‘EPS’’). For the nine months ended June 30, 2006, the adoption of FAS No. 123R had a $0.01 impact on EPS. The Company recognizes compensation expense on a straight-line basis over the requisite service period. As of June 30, 2006 there was $629 of total unrecognized compensation cost related to share-based compensation awards, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 1.9 years.

Stock Options

Under the shareholder approved 1992 Stock Option Plan and 2002 Stock Option Plan, the Company may grant incentive and non-qualified options to purchase its common stock to key employees, officers, directors and non-employee independent contractors. Effective with the adoption of the Company’s 2002 Stock Option Plan, no further options may be granted under the 1992 Stock Option Plan. Stock options are issued at an exercise price per share which is not less than the fair market value of the stock on the grant date and generally vest over a three year period and expire ten years from the grant date. Options granted under the plans generally may be exercised upon payment of the option price in cash or by delivery of shares of our common stock with a fair market value equal to the option price. Certain option awards provide for accelerated vesting if there is a change in control. Shares delivered under the 2002 Stock Option Plan will be available from authorized but unissued shares of common stock or from shares of common stock reacquired by the Company. Shares available for future grant under the 2002 Stock Option Plan were 2,154 shares at June 30, 2006.

Following is a summary of stock option activity during the three and nine months ended June 30, 2006:

Share Options			Share Options						Weighted-Average Exercise Price ($)
Outstanding at April 1, 2006					2,476						5.54
Granted					—						—
Exercised					—						—
Forfeited					(46	)					5.80
Outstanding at June 30, 2006					2,430						5.54

Share Options			Share Options						Weighted-Average Exercise Price ($)						Weighted-Average Remaining Contractual Life In Years						Aggregate Intrinsic Value ($)
Outstanding at October 1, 2005					2,610						5.49
Granted					15						6.00
Exercised					(101	)					4.04
Forfeited					(94	)					5.85
Outstanding at June 30, 2006					2,430						5.54						6.1						—
Exercisable at June 30, 2006					2,243						5.51						5.9						—

For the three months ended June 30, 2006 and 2005 the Company did not grant any options. The weighted average grant-date fair value of stock options granted during the nine months ended

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

June 30, 2006 and 2005 was $3.81 and $4.64, respectively. No options were exercised during the three months ended June 30, 2006. The total intrinsic value of options exercised during nine months ended June 30, 2006 was $240. The total intrinsic value of options exercised during the three and nine months ended June 30, 2005 was $19 and $1,674, respectively. For options exercised during the nine months ended June 30, 2006, $411 was received in cash to cover the exercise price of the options exercised. For the three months ended June 30, 2005, $24 in cash was used to cover the exercise price of the options exercised. For the nine months ended June 30, 2005, 19 option shares and $704 in cash were used to cover the exercise price of the options exercised. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

			Nine Months Ended June 30, 2006						Nine Months Ended June 30, 2005
Expected life (years)					6.5						9
Risk-free interest rate					4.4	%					4.1	%
Volatility					63.3	%					64.1	%
Expected dividend yield					0	%					0	%

Following is a summary of the status of the Company’s nonvested stock options as of June 30, 2006 and the activity for the three and nine months ended June 30, 2006:

Nonvested Share Options			Share Options						Weighted-Average Grant-Date Fair Value ($)
Nonvested at April 1, 2006					222						4.15
Vested					(35	)					3.03
Forfeited					—						—
Nonvested at June 30, 2006					187						4.37

Nonvested Share Options			Share Options						Weighted-Average Grant-Date Fair Value ($)
Nonvested at October 1, 2005					399						4.15
Granted					15						3.81
Vested					(189	)					3.83
Forfeited					(38	)					4.62
Nonvested at June 30, 2006					187						4.37

The total fair value of share options vested during the three and nine months ended June 30, 2006 was $106 and $723, respectively. The total fair value of share options vested during the three and nine months ended June 30, 2005 was $188 and $606, respectively.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Prior Year Pro Forma Stock Options Expense

The following presents pro forma net income and related per share amounts as if a fair value based method had been used to account for the Company’s stock options for the three months and nine months ended June 30, 2005:

			Three Months Ended June 30, 2005						Nine Months Ended June 30, 2005
Net income available to common shareholders, as reported				$	4,654					$	14,536
Add: Stock-based compensation included in reported net income, net of related tax effect					—						21
Less: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects					(372	)					(909	)
Pro forma net income available to common shareholders				$	4,282					$	13,648
Net income per share
Basic – as reported				$	0.10					$	0.33
Basic – pro forma				$	0.10					$	0.31
Net income per share
Diluted – as reported				$	0.10					$	0.32
Diluted – pro forma				$	0.09					$	0.30

3.    Cash and Cash Equivalents:

Included in cash and cash equivalents are amounts placed in escrow deposits for the potential payments on contingent consideration that is dependent upon future earnings of the Company’s acquisition of certain flexible staffing agencies. These escrow deposits totaled $1,168 and $2,483 at June 30, 2006 and September 30, 2005, respectively.

4.    Inventories:

Inventories, which consist primarily of finished goods, include oxygen for use in respiratory therapy, ancillary medical supplies and certain medical equipment, are valued at the lower of cost (determined using a first-in, first-out method) or market value.

5.    Property and Equipment:

Property and equipment, including revenue-producing equipment and computer software, is carried at cost, net of accumulated depreciation and amortization. Revenue-producing equipment consists of oxygen cylinders, oxygen concentrators and oxygen valves. Depreciation for revenue-producing equipment is provided on the straight-line method over their estimated useful lives ranging from seven to twenty years. Leasehold improvements are amortized over the related lease terms or estimated useful lives, whichever is shorter. Computer software is amortized on a straight-line method over the estimated useful lives ranging from three to seven years.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Major classes of property and equipment, net, consist of the following at June 30, 2006 and September 30, 2005:

			June 30, 2006						September 30, 2005
Revenue producing equipment				$	25,753					$	15,401
Furniture, fixtures and equipment (including software)					36,468						24,393
Land, buildings and leasehold improvements					1,006						895
					63,227						40,689
Less, accumulated depreciation and amortization					22,509						18,151
				$	40,718					$	22,538

Depreciation and amortization of property and equipment for the three months ended June 30, 2006 and 2005 were $1,574 and $1,148, respectively. Depreciation and amortization of property and equipment for the nine months ended June 30, 2006 and 2005 were $3,718 and $2,662, respectively. The net book value of revenue producing equipment was $17,625 and $8,417 at June 30, 2006 and September 30, 2005, respectively.

6.    Goodwill and Other Intangible Assets:

Goodwill and other intangible assets are carried at cost, net of accumulated amortization.

In accordance with FAS No. 142, Goodwill and Other Intangible Assets, all goodwill and intangible assets deemed to have indefinite lives are no longer subject to amortization but are subject to annual impairment tests. The Company completed its annual impairment test required under FAS 142 during the fourth quarter of fiscal 2005 and determined there was no impairment to its recorded goodwill balance. Subsequent to June 30, 2006, the Company has commenced its annual goodwill impairment review that is performed in the fourth quarter of each fiscal year. Based on lower prices and volume of business from the NHS and the changes in the Company’s Oxygen business as a result of the contracts awarded in the second quarter of fiscal 2006, the Company believes that it is reasonably possible that it will incur an impairment charge in the fourth quarter of fiscal 2006 upon completion of its annual impairment test. As the Company is still early in the process of completing its goodwill impairment review and is also in the process of completing its budgeting and cash flow forecasts, a reasonable estimate of goodwill impairment cannot be determined as of June 30, 2006.

The following table presents the changes in the carrying amount of goodwill for the nine months ended June 30, 2006:

			Staffing						Oxygen						Total
Balance at October 1, 2005				$	205,177					$	11,807					$	216,984
Goodwill acquired during period					5,609						—						5,609
Foreign exchange effect					6,339						358						6,697
Balance at June 30, 2006				$	217,125					$	12,165					$	229,290

The goodwill associated with acquisitions during the prior twelve months is subject to revision based on the finalization of the determination of the fair values of assets acquired and liabilities assumed. Goodwill acquired during the period mainly relates to contingent earnouts, that were dependent upon future earnings of previous acquisitions, that have been earned in the current period. Included in the goodwill acquired during the period ended June 30, 2006 are the re-allocations of net excess purchase price from assets acquired and liabilities assumed in connection with prior year acquisitions of $183.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Intangible assets subject to amortization are being amortized on the straight-line method and consist of the following:

						June 30, 2006
			Range Of Lives			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			5 – 12				$	11,309					$	3,440					$	7,869
Trade names			3					187						187						—
Non-compete agreements			1 – 3					219						178						41
Favorable leasehold interests			2 – 5					21						18						3
Total							$	11,736					$	3,823					$	7,913

						September 30, 2005
			Range Of Lives			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			5 – 12				$	11,355					$	2,087					$	9,268
Trade names			3					181						171						10
Non-compete agreements			1 – 3					94						88						6
Favorable leasehold interests			2 – 5					21						15						6
Total							$	11,651					$	2,361					$	9,290

Amortization expense for other intangible assets subject to amortization was $441 and $1,359 for the three and nine months ended June 30, 2006, respectively. At June 30, 2006, estimated future amortization expense of other intangible assets still subject to amortization is as follows: approximately $452 for the three months ending September 30, 2006 and $1,771, $1,666, $1,626 and $1,440 for the fiscal years ending September 30, 2007, 2008, 2009 and 2010, respectively.

7.    Accrued Expenses:

Accrued expenses consist of the following at June 30, 2006 and September 30, 2005:

			June 30, 2006						September 30, 2005
Payroll and related expenses				$	17,538					$	18,015
Acquisitions payable (on earned contingent consideration)					1,046						1,632
Professional fees					1,261						1,586
Interest payable					1,428						626
Other					4,589						4,604
				$	25,862					$	26,463

8.    Business Combinations:

During the three months ended December 31, 2005, the Company acquired the entire issued share capital of Primary Care Training Limited (a home care training agency) for approximately $778 in cash and additional contingent cash consideration of up to $908 dependent upon (i) future earnings in fiscal 2006, (ii) providing a set minimum of training programs and (iii) the sellers continuing employment with the Company until at least December 31, 2006. Of the $908 contingent cash consideration, the Company has recognized accrued compensation costs of $622, net of income tax, as the acquisition contract required the sellers to remain in employment with the Company until at least December 31, 2006 (the earnout period).

The pro-forma results of operations and related per share information for this acquisition has not been presented as the amounts are considered immaterial.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

During the nine months ended June 30, 2006, the Company completed its purchase price allocation for nine of its fiscal 2005 acquisitions. Accordingly, final tangible assets, separately identifiable intangible assets and liabilities were assigned values of approximately $5,677, $5,393 and $2,203, respectively, with the remaining portion of $8,900 attributable to goodwill. As compared to the original valuations at acquisition, the final valuation resulted in a reclass of $183 from separately identifiable intangible assets to goodwill.

The preliminary purchase price allocation for the fiscal 2006 acquisition are subject to adjustments and will be finalized once additional information concerning asset and liability valuations are obtained. Accordingly, final asset and liability fair values may differ from those set forth on the accompanying condensed consolidated balance sheet at June 30, 2006; however, the changes are not expected to have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

9.    Reorganization:

In the fourth quarter of fiscal 2005, in response to the changing structure of the method of supply to the NHS, the Company reorganized its U.K. operations. Thus, instead of operating through a number of different subsidiaries to supply healthcare staff, the Company’s healthcare staffing business was reorganized into two main operations. One part of the Company’s flexible healthcare staffing business is operated by its Allied Staffing Professionals Limited subsidiary, which provides staff to the NHS under the NHS Framework Agreements and also provides staff to its operations in the northern England. The remainder of the Company’s healthcare staffing business is operated by its Allied Healthcare Group Limited subsidiary, and includes the rest of its NHS business and all its homecare work. As a result of this reorganization, and in accordance with FAS No. 146, ‘‘Accounting for Costs Associated with Exit or Disposal Activities,’’ the Company recognized pre-tax charges of $631 to satisfy existing lease obligations on the closure of several of its U.K. offices and $442 for severance and employee related costs in its fourth quarter of fiscal 2005. At June 30, 2006, $438 to satisfy existing lease obligations on the closure of several of its U.K. offices has not been paid. At September 30, 2005, $601 to satisfy existing lease obligations on the closure of several of its U.K. offices and $50 for severance and employee related costs had not been paid.

In 2005, the U.K. Department of Health sought to unify the supply of oxygen to NHS patients in England and Wales. The previous system used pharmacies to supply cylindered gases, while oxygen concentrators are supplied via regional contracts with homecare providers. Under the revised system, which came into effect on February 1, 2006, homecare providers supply cylindered gas and liquid oxygen as well as oxygen concentrators direct to patients. Following a tender process, the Company was awarded two of the contracts submitted which commenced in February 2006. As the existing cylinder business was organized on a National distribution structure, the award of the areas in the South East of England required the setting up of additional facilities in the South East of England which was effected in the second quarter of fiscal 2006. These changes have resulted in the Company incurring additional charges and capital expenditures in fiscal 2006 as it commences supply under the new contracts. The Company’s supply of cylindered gases in Northern Ireland and Scotland is unaffected, as is its contract to supply oxygen concentrator services in Northern Ireland.

Due to transition problems transferring the oxygen cylinder business from community pharmacies the Company has incurred higher than anticipated implementation expenses to build the infrastructure and distribution network to absorb the increased volume of oxygen patients from the community based pharmacies. The Company is still facing a higher than anticipated cost

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

structure as it transitions over all customers from the pharmacies to the home delivery service. These additional costs are expected to continue for the foreseeable future before cost efficiencies can be achieved.

10.    Financial Instruments:

On March 20, 2003, the Company entered into a Rate Cap and Floor Collar Agreement that capped its interest rate at LIBOR of 5.50% and its interest floor at LIBOR of 4.47%, subject to special provisions, on approximately $90,815 of the Company’s floating rate debt under a contract which would have expired on March 20, 2008. In February 2005, the Company sold this derivative instrument for approximately $100.

On February 8, 2005, the Company entered into two interest rate swap agreements, which expire on July 20, 2009, the objective of which is to protect the Company against the potential rising of interest rates on its floating rate debt. The two interest rate swap agreements cover approximately $54,489 of the Company’s floating rate debt until January 21, 2008 and then decreases by $5,449 each six month period, in order to reflect the amortizing effect of the Company’s floating rate debt, until the end of the interest rate swap agreements. The interest rate under the swap agreements is fixed at 4.935% and is payable semi-annually. In the third quarter of fiscal 2005, the Company designated the two interest rate swap agreements as cash flow hedges. In accordance with FAS No. 133, Accounting for Certain Derivative Instruments and Certain Hedging Activities, as amended by FAS No. 138 and related implementation guidance (‘‘FAS No. 133’’), the Company calculated the fair value of the interest rate swap agreements to be an asset of $202 at June 30, 2006. Prior to the cash flow hedge designation, changes in the value from period to period of the interest rate swap agreements was recorded as other expense or income, as appropriate. At June 30, 2006, the effective portion of income on the interest rate swap agreements designated as cash flow hedges was $249, net of income tax, and is included in other comprehensive income. The Company will continue to assess the effectiveness of these cash flow hedges on a quarterly basis.

11.    Income Taxes:

The Company recorded a provision for income taxes amounting to $668 or 33.1% of income before income taxes for the three months ended June 30, 2006, compared to a provision of $1,927 or 29.3% of income before income taxes for the three months ended June 30, 2005. The Company recorded a provision for income taxes amounting to $2,462 or 25.2% of income before income taxes for the nine months ended June 30, 2006, compared to a provision of $6,251 or 30.1% of income before income taxes for the nine months ended June 30, 2005. The difference in the effective tax rate between the three and nine months ended June 30, 2006 and the three and nine months ended June 30, 2005 is mainly due to the resolution of prior year tax computations, permanent differences and U.S. utilization of loss carry forwards, mainly due to income arising from an inter-company loan. The Company records reserves for estimates of probable settlements relating to certain U.S. and U.K. tax matters. The results of these matters and negotiations with the taxing authorities may affect the ultimate settlement of these issues. These tax reserves are included in current liabilities.

12.    Earnings Per Share:

Basic earnings per share is computed using the weighted average number of common shares outstanding. Diluted EPS adjusts basic EPS for the effects of stock options and warrants only when such effect is dilutive. The Company uses the treasury stock method to calculate the effect

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

of outstanding shares, which requires it to compute total assumed proceeds as the sum of (a) the amount the employee must pay upon exercise of the award, (b) the amount of unrecognized share-based compensation costs attributed to future services and (c) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Share-based compensation awards for which total assumed proceeds exceed the average market price over the applicable period have an antidilutive effect on EPS and are excluded from the calculation of diluted EPS. At June 30, 2006 and 2005, the Company had outstanding stock options and warrants to purchase 2,780 and 500 shares, respectively, of common stock ranging in price from $3.83 to $7.25 and $7.25 per share, respectively, that were not included in the computation of diluted EPS because they were antidilutive.

The weighted average number of shares used in the basic and diluted earnings per share computations for the three and nine months ended June 30, 2006 and 2005 are as follows:

			Three Months Ended June 30,												Nine Months Ended June 30,
			2006						2005						2006						2005
Weighted average number of common shares outstanding as used in computation of basic EPS of common stock					44,957						44,830						44,921						44,629
Effect of dilutive securities – stock options and warrants treasury stock method					—						499						187						518
Shares used in computation of diluted EPS of common stock					45,957						45,329						45,108						45,147

13.    Comprehensive Income:

Components of comprehensive income include net income and all other non-owner changes in equity, such as the change in the cumulative translation adjustment and unrealized losses from cash flow hedging activities, which are the only items of other comprehensive income impacting the Company. The following table displays comprehensive income for the three and nine months ended June 30, 2006 and 2005:

			Three Months Ended June 30,												Nine Months Ended June 30,
			2006						2005						2006						2005
Net income				$	1,350					$	4,654					$	7,325					$	14,536
Change in cumulative translation adjustment					8,137						(7,452	)					5,713						23
Unrealized gains from cash flow hedging
activities, net of income tax					250						(619	)					657						(619	)
Comprehensive income (loss), net of income taxes				$	9,737					$	(3,417	)				$	13,695					$	13,940

14.    Commitments and Contingencies:

Acquisition Agreements:

Related to the Company’s acquisitions of certain flexible staffing agencies, the Company has entered into agreements to pay additional amounts, payable in cash, of up to $3,944 at June 30, 2006, in contingent consideration dependent upon future earnings of such acquired businesses.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Guarantees:

The senior credit facility is collateralized by a first priority lien on the assets of Allied Healthcare Group Holdings Limited and certain of its subsidiaries. Together with Allied Healthcare Group Holdings Limited and certain of its subsidiaries, the Company is guaranteeing the debt and other obligations of certain wholly-owned U.K. subsidiaries under the senior credit facility. At June 30, 2006 and September 30, 2005, the amounts guaranteed, which approximate the amounts outstanding, totalled $72,652 and $64,342, respectively.

Employment Agreements

The Company has three employment agreements with its executive officers that provide for minimum aggregate annual compensation of approximately $1,000 in fiscal 2006.

Operating Leases

The Company has entered into various operating lease agreements for office space and equipment. Certain of these leases provide for renewal options. At June 30, 2006, the Company had $8,978 of lease obligations that reflect future minimum rental commitments required under operating leases that have non-cancelable lease terms.

Contingencies:

Some of the Company’s U.S. subsidiaries were Medicare Part B suppliers who submitted claims to the designated carrier who is the government’s claims processing administrator. From time to time, the carrier may request an audit of Medicare Part B claims on a prepayment or postpayment basis. If the outcome of any audit results in a denial or a finding of an overpayment, then the affected subsidiary has appeal rights. Under postpayment audit procedures, the supplier generally pays the alleged overpayment and can pursue appeal rights for a refund of any paid overpayment incorrectly assessed against the supplier.

The Company believes that it is in compliance, in all material respects, with the applicable provisions of the federal statutes, regulations and laws and applicable state laws, together with all applicable laws and regulations of other countries in which the Company operates. Due to the broad and sometimes vague nature of these laws and regulations, there can be no assurance that an enforcement action will not be brought against the Company, or that the Company will not be found to be in violation of one or more of these provisions. At present, the Company cannot anticipate what impact, if any, subsequent administrative or judicial interpretation of the applicable federal and state laws and those of other countries may have on the Company’s consolidated financial position, cash flows or results of operations.

The Company is involved in various other legal proceedings and claims incidental to its normal business activities. The Company is vigorously defending its position in all such proceedings. Management believes these matters should not have a material adverse impact on the consolidated financial position, cash flows or results of operations of the Company.

15.    Operations by Business Segments and Geographic Areas:

The Company’s operations are in the U.K. The U.K. operations derive its revenues from flexible healthcare services, consisting principally of nurses, nurses aides and home health aides, and supply of medical-grade oxygen for use in respiratory therapy products to the U.K. pharmacy market and in Northern Ireland, and also provides oxygen concentrators to customers in Northern Ireland. Following the award of the new oxygen contracts, the Company now also provides unified oxygen services directly to customers in the South East of England as further described in Note 9.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The Company evaluates performance and allocates resources based on profit and loss from operations before corporate expenses, interest and income taxes. The accounting policies of the business segments are the same as those described for the Company.

The following tables present certain financial information by reportable business segment for the three and nine months ended June 30, 2006 and 2005.

			Three Months Ended June 30, 2006
			Staffing						Oxygen						Total
Total revenues from unaffiliated customers				$	69,234					$	3,936					$	73,170
Segment operating profit (loss)				$	4,331					$	(517	)				$	3,814
Unallocated corporate expenses																	(939	)
Interest and other expense, net																	(945	)
Foreign exchange gain																	88
Income before income taxes																$	2,018

			Three Months Ended June 30, 2005
			Staffing						Oxygen						Total
Total revenues from unaffiliated customers				$	87,194					$	2,289					$	89,483
Segment operating profit				$	7,458					$	932					$	8,390
Unallocated corporate expenses																	(434	)
Interest and other expense, net																	(1,307	)
Foreign exchange loss																	(68	)
Income before income taxes																$	6,581

			Nine Months Ended June 30, 2006
			Staffing						Oxygen						Total
Total revenues from unaffiliated customers				$	210,961					$	9,162					$	220,123
Segment operating profit (loss)				$	14,878					$	(25	)				$	14,853
Unallocated corporate expenses																	(2,307	)
Interest and other expense, net																	(2,821	)
Foreign exchange income																	62
Income before income taxes																$	9,787
Depreciation and amortization				$	3,911					$	1,162					$	5,073
Corporate depreciation and amortization																	4
Total depreciation and amortization																$	5,077
Identifiable assets, June 30, 2006				$	287,659					$	36,834					$	324,493
Corporate assets																	2,601
Total assets, June 30, 2006																$	327,094
Total Capital expenditures				$	7,678					$	13,157					$	20,835

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

			Nine Months Ended June 30, 2005
			Staffing						Oxygen						Total
Total revenues from unaffiliated customers				$	260,046					$	6,815					$	266,861
Segment operating profit				$	23,304					$	2,751					$	26,055
Unallocated corporate expenses																	(1,939	)
Interest expense, net																	(3,250	)
Foreign exchange loss																	(79	)
Income before income taxes																$	20,787
Depreciation and amortization				$	2,870					$	583					$	3,453
Corporate depreciation and amortization																	5
Total depreciation and amortization																$	3,458
Identifiable assets, June 30, 2005				$	279,936					$	22,307					$	302,243
Corporate assets																	2,966
Total assets, June 30, 2005																$	305,209
Total Capital expenditures				$	6,322					$	1,199					$	7,521

16.    Profit Sharing Plan:

The Company maintains a defined contribution plan, pursuant to Section 401(k) of the Internal Revenue Code, covering all U.S. employees who meet certain requirements. In addition to the U.S. plan, the Company’s U.K. subsidiaries also sponsor personal pension plans that operate as salary reduction plans. The Company has contributed $36 in the nine months ended June 30, 2006 and expects to contribute $48 to such plans in fiscal 2006.

17.    Recent Accounting Standards:

In February 2006, the FASB issued FAS No. 155, Accounting for Certain Hybrid Financial Instruments — An Amendment of FASB Statement No. 133 and 140 (‘‘FAS No. 155’’). FAS No.155 simplifies the accounting for certain hybrid financial instruments that contain an embedded derivative that otherwise would have required bifurcation. Specifically, FAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. FAS No. 155 also eliminates the interim guidance in FAS No. 133 which provides that beneficial interest in securitized financial assets are not subject to the provisions of FAS No. 133. FAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company does not believe the adoption of FAS No. 155 will have a material impact on its consolidated financial position and results of operations.

In March 2006, the FASB issued FAS No. 156, Accounting for Servicing of Financial Assets — An Amendment of FASB Statement No. 140 (‘‘FAS No. 156’’). FAS No. 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. FAS No. 156 permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. FAS No. 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company does not believe the adoption of FAS No. 156 will have a material impact on its consolidated financial position and results of operations.

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ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

In July 2006, the FASB issued Interpretation (‘‘FIN’’) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of FIN 48 of its consolidated financial position and results of operations.

18.    Subsequent Events:

On July 28, 2006, the Company’s senior credit facility was amended to provide an overdraft facility (‘‘Overdraft Facility’’) in the amount of £3,000 ($5,449) for general corporate purposes. The Overdraft Facility is repayable upon the earlier of demand from the bank or September 15, 2006. Interest on the Overdraft Facility will be charged at the same rate as loans under the revolving loan B, which was 5.47% at June 30, 2006.

As of June 30, 2006, the Company was not in compliance with the covenant ratio of EBIT to Interest Expense. As such, on July 28, 2006, the Company obtained a temporary waiver from the bank on such covenant. The waiver will be in effect through August 15, 2007. Further, the Company is working with its senior lenders on, among other things, resetting the EBIT to Interest Expense covenant on or prior to September 15, 2006.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis should be read in conjunction with the information contained in the Condensed Consolidated Financial Statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainty. Our actual results could differ materially from the results discussed in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed on page 2 in this Quarterly Report on Form 10-Q under ‘‘Forward-Looking Statements.’’

We are a leading provider of flexible, or temporary, healthcare staffing to the United Kingdom (‘‘U.K.’’) healthcare industry as measured by revenues, market share and number of staff. At June 30, 2006, we operated an integrated network of approximately 100 branches throughout most of the U.K. Our healthcare staff consists principally of nurses, nurses aides and home health aides (known as carers in the U.K). We focus on placing our staff on a per diem basis in hospitals, nursing homes, care homes and private homes. We maintain a pool of over 22,000 nurses, nurses aides and home health aides. We also supply medical-grade oxygen for use in respiratory therapy to the U.K. pharmacy market and Northern Ireland and oxygen concentrators to customers in Northern Ireland. Following the award of the new oxygen contracts, our company now also provides unified oxygen services directly to customers in the South East of England, as further described in Note 9 of the Notes to Condensed Consolidated Financial Statements for our quarter ended June 30, 2006.

The National Health Services (the ‘‘NHS’’) has divided England into eight regions and requires any healthcare staffing company that provides temporary staff to the NHS hospitals in a region to enter into a Framework Agreement setting forth, among other things, applicable quality standards and maximum payment rates. The introduction and further extension of the NHS Framework Agreements has continued to impact our financial results by reducing our margins from that source of business. In addition, we have experienced reduced revenues from the NHS as a result of the NHS Framework Agreements, as well as the efforts of the NHS to source more of its work from its own employee base and its in-house agency (NHS Professionals). The reduction in demand from the NHS as overspending by the NHS Trusts (the NHS operates its hospitals through NHS Trusts, each of which operates one or more hospitals) in other areas has forced significant reductions in agency spending has also impacted our financial results.

Critical Accounting Policies

The preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures in a given reporting period. We believe the following accounting policies are critical areas affecting our financial condition and results of operations where estimates are required.

Accounts Receivable

We are required to estimate the collectibility of our accounts receivable, which requires a considerable amount of judgment in assessing the ultimate realization of these receivables, including the current credit-worthiness of each customer. Significant changes in required reserves may occur in the future as we continue to expand our business and as conditions in the marketplace change.

Our company maintains credit controls to ensure cash collection on a timely basis. The credit terms agreed with our customers range from 7 days to a maximum of 30 days from invoice date. We maintain a credit department which consists of 20-25 personnel who are targeted to collect outstanding receivables. We have established the following guidelines for the credit department to use as well as for us to assess the credit department’s performance:

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•	to maintain average days sales outstanding to below 35 days;

•	to limit our overdues (greater than 90 days) within agreed targets; and

•	to limit bad debt write off in the year within agreed targets.

We also apply a policy of withdrawing supply from customers who are significantly overdue. Many private customers are contracted on a ‘‘direct debit’’ basis where we can collect payment direct from customers’ bank accounts.

We have devised a provisioning methodology based on the customer profile and historical credit risk across our U.K. business. Accounts receivable are written off when the credit control department determines the amount is no longer collectible. In addition, we do not have a threshold for account balance write-offs as our policy focuses on all balances, whatever the size.

Intangible Assets

We have significant amounts of goodwill and other intangible assets. The determination of whether or not goodwill has become impaired involves a significant amount of judgment. Changes in strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill. We have recorded goodwill and separately identifiable intangible assets resulting from our acquisitions through June 30, 2006. Goodwill is tested for impairment annually in the fourth quarter of each fiscal year. A more frequent evaluation will be performed if indicators of impairment are present. We completed the annual impairment test of goodwill during the fourth quarter of fiscal 2005 and determined that there was no impairment to our goodwill balance. The calculation of fair value used for an impairment test includes a number of estimates and assumptions, including future income and cash flow projections, the identification of appropriate market multiples and the choice of an appropriate discount rate. If we are required to record an impairment charge in the future, it could have an adverse impact on our consolidated financial position or results of operations.

Subsequent to June 30, 2006, we have commenced our annual goodwill impairment review that is performed in the fourth quarter of each fiscal year. Based on lower prices and volume of business from the NHS and the changes in our oxygen business as a result of the contracts awarded in the second quarter of fiscal 2006, we believe that it is reasonably possible that we will incur an impairment charge in the fourth quarter of fiscal 2006 upon completion of our annual impairment test. As we are still early in the process of completing our goodwill impairment review and are also in the process of completing our budgeting and cash flow forecasts, a reasonable estimate of goodwill impairment cannot be determined as of June 30, 2006.

Deferred Income Taxes

We account for deferred income taxes based upon differences between the financial reporting and income tax bases of our assets and liabilities. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The determination of whether or not valuation allowances are required to be recorded involves significant estimates regarding the future profitability of our company, as well as potential tax strategies for the utilization of net operating loss carryforwards.

Contingencies

Related to our acquisitions of certain flexible staffing agencies, we have entered into agreements to pay additional amounts, payable in cash, in contingent consideration dependent upon future earnings of such acquired entities.

Also, we are involved in various legal proceedings and claims incidental to our normal business activities. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies are made after careful analysis of each individual issue. The

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required reserves may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

Revenue Recognition

Patient services and respiratory therapy revenues are recognized when services are performed and substantiated by proper documentation. For patient services, which are billed at fixed rates and account for approximately over 95% of our company’s business, revenue is recognized upon completion of timesheets that also require the signature of the recipient of services. Revenues from the rental of home medical equipment are recognized over the rental period (typically on a month-to-month basis). Revenues from the sale of oxygen and supplies for use in respiratory therapy are recognized when products are shipped, a contractual arrangement exists, the sales price is either fixed or determinable and collection is reasonably assured.

We receive a majority of our revenue from the NHS and other U.K. governmental payors. Certain revenues are subject to review by third-party payors and adjustments, if any, are recorded when determined.

Purchase Accounting

We account for our acquisitions as purchase business combinations. At acquisition, preliminary values and useful lives are allocated based upon fair values that have been determined for assets acquired and liabilities assumed and management’s best estimates for values that have not yet been finalized. We obtain a third-party valuation in order to complete our purchase price allocations. Accordingly, final asset and liability fair values as well as useful lives may differ from management’s original estimates and could have an adverse impact on our consolidated financial position or results of operations.

Results of Operations

Three Months Ended June 30, 2006 vs. Three Months Ended June 30, 2005

Revenues

Total revenues for the three months ended June 30, 2006 were $73.2 million compared to $89.5 million for the three months ended June 30, 2005, a decrease of $16.3 million or 18.2%. This was mainly due to a reduction in demand from the NHS as overspending by the NHS Trusts in other areas has forced significant reductions in agency spending as well as price pressures arising from the NHS framework agreements and unfavorable effects of changes in foreign exchange ($1.1 million). This was partially offset by an increase in revenue of $1.8 million in respiratory, medical equipment and supplies resulting from the introduction of the two new unified oxygen supply contracts which commenced on February 1, 2006.

Gross Profit

Total gross profit decreased by $4.0 million to $22.2 million for the three months ended June 30, 2006 from $26.2 million for the three months ended June 30, 2005, a decrease of 15.4%. The unfavorable effects of changes in foreign exchange accounted for $0.3 million of the decrease. As a percentage of total revenue, gross profit for the three months ended June 30, 2006 increased to 30.3% from 29.3% for the comparable prior period. Gross margins for patient services increased (30.8% for the three months ended June 30, 2006 versus 28.6% for the comparable prior period) mainly due to management’s focus on supplying healthcare staff to our higher margin customers which offset the impact of lower margins in our NHS business. Gross margins in respiratory, medical equipment and supplies sales decreased (21.6% for the three months ended June 30, 2006 versus 55.4% for the comparable prior period) mainly due to higher costs incurred in the introduction of the new oxygen contracts in the South East of England.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses increased by $1.0 million to $19.3 million for the three months ended June 30, 2006 from $18.3 million for the three months ended June 30, 2005, an

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increase of 5.7%. This increase was mainly due to increased IT depreciation and maintenance costs arising from the implementation of our new computerized accounting and payroll systems ($0.5 million), stock-based compensation ($0.1 million), and additional costs in the respiratory, medical equipment and supplies ($1.1 million) business following the introduction of the new contracts in the South East of England in areas such as recruitment and call center costs. This increase was partially offset by the impact of exchange differences of $0.3 million.

Interest Income

Total interest income for the three months ended June 30, 2006 was $43 thousand compared to $46 thousand for the three months ended June 30, 2005. The decrease in interest income was mainly attributable to changes in foreign exchange.

Interest Expense

Total interest expense for the three months ended June 30, 2006 was $1.0 million compared to $1.0 million for the three months ended June 30, 2005.

Other Income (Expense)

Total other income (expense) for the three months ended June 30, 2006 was $31 thousand other income versus ($0.4 million) other expense for the comparable period, which represents the benefit (expense) related to the change in the fair value of our company’s interest swap agreements.

Provision for Income Taxes

We recorded a provision for income taxes amounting to $0.7 million or 33.1% of income before income taxes for the three months ended June 30, 2006, compared to a provision of $1.9 million or 29.3% of income before income taxes for the three months ended June 30, 2005. The difference in the effective tax rate between the three months ended June 30, 2006 and the three months ended June 30, 2005 is mainly due to the resolution of prior year tax computations, permanent differences and U.S. utilization of loss carry forwards, mainly due to income arising from an inter-company loan.

Net Income

As a result of the foregoing, we recorded net income of $1.4 million for the three months ended June 30, 2006 compared to net income of $4.7 million for the three months ended June 30, 2005.

Nine Months Ended June 30, 2006 vs. Nine Months Ended June 30, 2005

Revenues

Total revenues for the nine months ended June 30, 2006 were $220.1 million compared to $266.9 million for the nine months ended June 30, 2005, a decrease of $46.8 million or 17.5%. This was mainly due to a reduction in demand from the NHS as overspending by the NHS Trusts in other areas has forced significant reductions in agency spending as well as price pressures arising from the extension of the NHS framework agreements and unfavorable effects of changes in foreign exchange ($11.9 million). This was partially offset by an increase in revenue of $2.8 million in respiratory, medical equipment and supplies resulting from the introduction of the two new unified oxygen supply contracts which commenced on February 1, 2006.

Gross Profit

Total gross profit decreased by $10.2 million to $67.4 million for the nine months ended June 30, 2006 from $77.6 million for the nine months ended June 30, 2005, a decrease of 13.1%. The unfavorable effects of changes in foreign exchange accounted for $3.6 million of the decrease. As a percentage of total revenue, gross profit for the nine months ended June 30, 2006 increased to 30.6% from 29.1% for the comparable prior period. Gross margins for patient services increased (30.6 for the nine months

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ended June 30, 2006 versus 28.4% for the comparable prior period) mainly due to management’s focus on supplying healthcare staff to our higher margin customers. Gross margins in respiratory, medical equipment and supplies sales decreased (30.8% for the nine months ended June 30, 2006 versus 53.8% for the comparable prior period) mainly due to costs incurred in the introduction of the new oxygen contracts in the South East of England.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses increased by $1.4 million to $54.9 million for the nine months ended June 30, 2006 from $53.5 million for the nine months ended June 30, 2005, an increase of 2.6%. This increase was mainly due to an increased level of costs in IT depreciation and maintenance costs arising from the implementation of our new computerized accounting and payroll systems ($1.5 million), stock-based compensation ($0.4 million), and additional costs in the respiratory, medical equipment and supplies business in preparation for the introduction of the new contracts in the South East of England beginning in February 2006 ($2.1 million). These increases were offset by changes in foreign exchange of $2.8 million.

Interest Income

Total interest and other income for the nine months ended June 30, 2006 was $0.1 million compared to $0.2 million for the nine months ended June 30, 2005. The decrease was attributable to a lower level of funds invested.

Interest Expense

Total interest expense for the nine months ended June 30, 2006 was $2.9 million compared to $3.2 million for the nine months ended June 30, 2005, which represents a decrease of $0.3 million. This decrease was mainly due to changes in foreign exchange.

Other Income (Expense)

Total other income (expense) for the nine months ended June 30, 2006 was $17 thousand other income versus ($0.2 million) other expense for the comparable period, which represents the benefit (expense) related to the change in the fair value of our company’s interest swap agreements.

Provision for Income Taxes

We recorded a provision for income taxes amounting to $2.5 million or 25.2% of income before income taxes for the nine months ended June 30, 2006, compared to a provision of $6.3 million or 30.1% of income before income taxes for the nine months ended June 30, 2005. The difference in the effective tax rate between the nine months ended June 30, 2006 and the nine months ended June 30, 2005 is mainly due to the resolution, in the current year, of prior year tax computations, permanent differences and U.S. utilization of loss carry forwards, mainly due to income arising from an inter-company loan.

Net Income

As a result of the foregoing, we recorded net income of $7.3 million for the nine months ended June 30, 2006 compared to net income of $14.5 million for the nine months ended June 30, 2005.

Liquidity and Capital Resources

General

For the nine months ended June 30, 2006, we generated $17.2 million of cash from operating activities. Cash requirements for the nine months ended June 30, 2006 for capital expenditures ($20.8 million), payments for acquisitions and acquisitions payable ($6.0 million) and principal payments on long-term debt ($5.3 million), were met through operating cash flows, net borrowings under the revolving loan and cash on hand.

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In January 2001, we initiated a stock repurchase program, whereby we may purchase up to approximately $1.0 million of our outstanding shares of common stock in open-market transactions or in privately-negotiated transactions. In May 2003, we initiated a second stock repurchase program, pursuant to which we may purchase up to an additional $3.0 million of our outstanding shares of common stock in open-market transactions or in privately-negotiated transactions. As of June 30, 2006, we had acquired 407,700 shares of our common stock for an aggregate purchase price of $1.3 million pursuant to our stock repurchase programs, which are reflected as treasury stock in the condensed consolidated balance sheet at June 30, 2006. In addition, as of June 30, 2006, we had acquired 177,055 shares of our common stock for an aggregate value of $1.0 million related to delivery to us of shares of our company common stock by certain executives for payment on promissory notes issued by them to our company.

We believe the existing capital resources and those generated from operating activities and available under existing borrowing arrangements will be adequate to conduct our operations for the next twelve months.

Accounts Receivable

We maintain a cash management program that focuses on the reimbursement function, as growth in accounts receivable has been the main operating use of cash historically. At June 30, 2006 and September 30, 2005, $29.5 million (9.0%) and $33.4 million (11.0%), respectively, of our total assets consisted of accounts receivable. The decrease in the accounts receivable from fiscal year end is mainly due to timing of cash collections and lower volume of business.

Our goal is to maintain accounts receivable levels equal to or less than industry average, which would tend to mitigate the risk of negative cash flows from operations by reducing the required investment in accounts receivable and thereby increasing cash flows from operations. Days sales outstanding (‘‘DSOs’’) is a measure of the average number of days taken by our company to collect its accounts receivable, calculated from the date services are rendered. At June 30, 2006 and September 30, 2005, our average DSOs were 36 and 36, respectively.

At June 30, 2006 gross receivables were $31.8 million of which $21.0 million or 66.2% were represented by amounts due from U.K. governmental bodies, either the NHS or local governmental social service departments (the ‘‘SSD’’). At September 30, 2005 gross receivables were $35.9 million of which $24.0 million or 66.9% were represented by amounts due from U.K. governmental bodies. The remaining accounts receivable balance is due from commercial payors (nursing homes, private hospitals and pharmacies) and private payors.

The following table summarizes the accounts receivable aging by payor mix at June 30, 2006 and September 30, 2005 (dollars in thousands):

At June 30, 2006			0-30 Days						31-60 Days						61-90 Days						91-120 Days						121 Days And Over						AR At 3/31/2006
NHS				$	5,257					$	2,544					$	858					$	492					$	682					$	9,833
SSD					7,634						2,572						485						418						99						11,208
Commercial Payors					4,702						2,156						440						66						13						7,377
Private Payors					1,462						909						303						251						433						3,358
Gross AR at 6/30/06				$	19,055					$	8,181					$	2,086					$	1,227					$	1,227					$	31,776
Less: Surcharges(A)																																			(662	)
Less: Allowance For Doubtful Accounts																																			(1,596	)
Accounts Receivable, net																																		$	29,518

(A)	Surcharges represent interest charges to customers on overdue accounts. The surcharges are recognized in income only upon receipt of payment.

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At September 30, 2005			0-30 Days						31-60 Days						61-90 Days						91-120 Days						121 Days And Over						AR At 9/30/2005
NHS				$	8,130					$	3,884					$	1,216					$	668					$	583					$	14,481
SSD					6,244						1,746						304						512						711						9,517
Commercial Payors					5,231						2,230						530						157						212						8,360
Private Payors					2,001						670						319						142						369						3,501
Gross AR at 9/30/05				$	21,606					$	8,530					$	2,369					$	1,479					$	1,875					$	35,859
Less: Unapplied Cash																																			(168	)
Less: Surcharges(A)																																			(514	)
Less: Allowance For Doubtful Accounts																																			(1,734	)
Accounts Receivable, net																																		$	33,443

As discussed above under ‘‘Critical Accounting Policies — Accounts Receivable,’’ each fiscal year, we undertake a review of our methodology and procedure for reserving for our doubtful accounts. This process also takes into account our actual experience of write offs in the period. The policy is then applied at each quarter end to arrive at a closing reserve for doubtful accounts. In the second quarter of fiscal 2006, we reviewed our current methodology and revised the basis of estimation for providing against certain classes of doubtful account receivable based on an analysis of historical experience. This review has given rise to a benefit of approximately $0.3 million to the income statement.

Given the high percentage of U.K. governmental debt, the large number of customer accounts with low value debt within the remainder of the accounts receivable ledger and the methodology for making provisions for doubtful accounts, we believe our provisioning method is prudent and appropriate to our business.

We provide nurses and home health aides on the basis of terms, (payment due within 7 to 30 days of invoice) and prices (rate per hour) both agreed in advance. Time sheets are signed by clients for the work performed and then invoices are generated based on agreed billing rates. Consequently, there is no process for approval of invoices. Our credit control policies currently achieve an average collection of approximately 35 days from submission of invoices.

As our current operations are in the U.K. and the majority of accounts receivable is from U.K. governmental bodies for which payment terms and prices are agreed in advance, we have not recorded any contractual allowances. There have been recent agreements with the NHS to adjust rates (both increases and decreases) depending on the volume of hours utilized. Billing adjustments are reviewed quarterly based on actual volumes delivered and any entries are recognized during the appropriate period. No material adjustments have arisen based on volumes delivered.

Borrowings

General

In the fourth quarter of fiscal 2004, our U.K. subsidiary obtained a new senior credit facility. Subject to the terms of the senior credit facility, ancillary facilities, in the form of an additional facility or financial accommodation (including an interest rate swap, cap, or other arrangement for the hedging or fixing of interest) are available up to a maximum of £15 million based on our senior lenders discretion.

The senior credit facility is collateralized by a first priority lien on the assets of Allied Healthcare Group Holdings Limited (‘‘Allied Holdings’’) and certain of its subsidiaries. Together with Allied Holdings and certain of its subsidiaries, our company is guaranteeing the debt and other obligations of certain wholly-owned U.K. subsidiaries under the senior credit facility.

The senior credit facility consists of the following:

•	£30 ($54.5) million term loan A, maturing July 19, 2009; and

•	£20 ($36.3) million revolving loan B maturing July 19, 2009 which may be drawn upon until June 19, 2009.

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Repayment of the term loan A commenced in January 2005 and continues semi-annually until final maturity. Repayment of loan B shall be on the last day of its interest period. Both A and B loans bear interest at rates equal to LIBOR plus any bank mandatory costs (if applicable) plus 0.70% to 0.90% per annum (depending on consolidated debt to consolidated profit ratios). As of June 30, 2006, we had outstanding borrowings of $38.1 million and $34.6 million relating to term loan A and revolving loan B, respectively, under the senior credit facility, that bore interest at rates ranging from 5.40% to 5.47%.

On July 28, 2006, the senior credit facility was amended to provide an overdraft facility (‘‘Overdraft Facility’’) in the amount of £3 ($5.4) million for general corporate purposes. The Overdraft Facility is repayable upon the earlier of demand from the bank or September 15, 2006. Interest on the Overdraft Facility will be charged at the same rate as loans under the revolving loan B.

The senior credit facility agreement is based on the U.K.'s Loan Markets Association Multicurrency Term and Revolving Facilities agreement which is a standard form designed to be commercially acceptable to the corporate lending market.

Subject to certain exceptions, the senior credit facility prohibits or restricts the following, among other things:

•	incurring liens and granting security interests;

•	incurring additional indebtedness;

•	making certain fundamental corporate changes;

•	paying dividends (including the payment of dividends to us by our subsidiaries);

•	making specified investments, acquisitions or disposals; and

•	entering into certain transactions with affiliates.

The senior credit facility contains affirmative and negative financial covenants customarily found in agreements of this kind, including the maintenance of certain financial ratios, such as debt to earnings (including amounts provided for depreciation and amortization), earnings (before interest and taxes) to interest expense, minimum net worth, maximum ancillary facilities indebtedness and the prohibition of off balance sheet funding. We are also obligated to ensure that the guarantors of the senior credit facility must not at any time represent less than 90% of the consolidated gross assets, turnover or earnings before interest and taxes of the U.K. subsidiaries. As of June 30, 2006, we were not in compliance with the covenant ratio of EBIT to Interest Expense. On July 28, 2006, we obtained a temporary waiver from the bank on such covenant. The waiver will be in effect through August 15, 2007. Further, we are working with our senior lenders on resetting, among other things, the EBIT to Interest Expense covenant on or prior to September 15, 2006. As of June 30, 2006, we were in compliance with the remainder of the covenants.

Guarantees

The senior credit facility is collateralized by a first priority lien on the assets of Allied Holdings and certain of its subsidiaries. Together with Allied Holdings and certain of its subsidiaries, our company is guaranteeing the debt and other obligations of certain wholly-owned U.K. subsidiaries under the senior credit facility. At June 30, 2006 and September 30, 2005, the amounts guaranteed, which approximates the amounts outstanding, totaled $72.7 million and $64.3 million, respectively.

Financial Instrument

On March 20, 2003, we entered into a Rate Cap and Floor Collar Agreement that capped our interest rate at LIBOR of 5.50% and our interest floor at LIBOR of 4.47%, subject to special provisions, on approximately $86.0 million of our floating rate debt under a contract which would have expired on March 20, 2008. In February 2005, we sold this derivative instrument for approximately $0.1 million.

On February 8, 2005, we entered into two interest rate swap agreements, which expire on July 20, 2009, the objective of which is to protect us against the potential rising of interest rates on our

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floating rate debt. The two interest rate swap agreements cover approximately $54.5 million of our floating rate debt until January 21, 2008 and then decreases by $5.4 million each six month period, in order to reflect the amortizing effect of our floating rate debt, until the end of the interest rate swap agreements. The interest rate under the swap agreements is fixed at 4.935% and is payable semi-annually. In the third quarter of fiscal 2005, we designated the two interest rate swap agreements as cash flow hedges. In accordance with FAS No. 133, Accounting for Certain Derivative Instruments and Certain Hedging Activities, as amended by FAS No. 138 and related implementation guidance (FAS No. 133), we calculated the fair value of the interest rate swap agreements to be an asset of $0.2 million at June 30, 2006. Prior to the cash flow hedge designation, changes in the value from period to period of the interest rate swap agreements was recorded as other expense or income, as appropriate. At June 30, 2006, the effective portion of income on the interest rate swap agreements designated as cash flow hedges was $249, net of income tax, and is included in other comprehensive income. We will continue to assess the effectiveness of these cash flow hedges on a quarterly basis.

Commitments

Acquisition Agreements

Related to our acquisitions of flexible staffing agencies, we have entered into agreements to pay additional amounts, payable in cash, of up to $3.9 million, as of June 30, 2006, in contingent consideration dependent upon future earnings of such acquired entities.

Employment Agreements

We have three employment agreements with our executive officers that provide for minimum aggregate annual compensation of approximately $1.0 million in fiscal 2006.

In September 2001, we entered into an employment agreement with Timothy M. Aitken, our Chairman and Chief Executive Officer. The employment agreement has a three-year term (subject to automatic renewal for successive additional one-year periods unless either party provides the other with notice of intent to terminate the agreement at least 90 days before the then applicable termination date). The employment agreement provides that we will negotiate in good faith, commencing not less than 90 days prior to the anniversary date of the employment agreement, the amount, if any, of future salary increases. The salary of Mr. Aitken is currently $0.5 million. Mr. Aitken’s employment agreement provides that if his employment is terminated during the term of the agreement other than for cause, death or disability, or if, within six months of a ‘‘change in control’’ (as defined in the agreement) of our company, Mr. Aitken or the company terminates his employment, then (1) all stock options in the Company held by Mr. Aitken shall immediately vest and (2) Mr. Aitken will be entitled to receive a cash payment of 2.9 times his average annual base salary during the twelve months preceding the change of control or the termination of employment.

In September 2001, we entered into an employment agreement with Sarah L. Eames, which was modified in November 2004 and September 2005. Pursuant to her employment agreement, as modified, Ms. Eames will serve as Executive Vice President of our company until December 31, 2006 at an annual salary of $0.1 million. Ms. Eames’ employment agreement, as amended, provides that if her employment is terminated during the term of the agreement other than for cause, death or disability, then all stock options in our company held by Ms. Eames shall immediately vest and Ms. Eames shall be entitled to receive her salary through December 31, 2006.

In Deeds of Restrictive Covenants entered into in 1999 with one of our U.K. subsidiaries, Mr. Aitken and Ms. Eames have each agreed not to compete with us or our subsidiaries for twelve months following termination of employment without our prior written consent.

We have also entered into an employment agreement with David Moffatt, our Chief Financial Officer. Pursuant to his employment agreement, Mr. Moffatt’s annual salary is $0.3 million.

Operating Leases

The Company has entered into various operating lease agreements for office space and equipment. Certain of these leases provide for renewal options.

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Contractual Cash Obligations

As described under ‘‘Borrowings,’’ and ‘‘Commitments’’ above, the following table summarizes our contractual cash obligations as of June 30, 2006 (dollars in thousands):

Fiscal			Total Debt Obligations(1)						Total Lease Obligations						Total Other Obligations						Total Obligations
2006				$	5,455					$	770					$	3,511					$	9,736
2007					10,898						2,382						1,299						14,579
2008					10,898						1,705						—						12,603
2009					45,401						1,401						—						46,802
2010					—						1,154						—						1,154
Thereafter					—						1,566						—						1,566
				$	72,652					$	8,978					$	4,810					$	86,440

(1)	These amounts do not include interest payments. Based on current levels of debt, we expect to incur annual interest payments of approximately $4.2 million.

Lease obligations reflect future minimum rental commitments required under operating lease agreements as of June 30, 2006. Certain of these leases provide for renewal options. Other obligations reflect contingent consideration related to our acquisitions of certain flexible staffing agencies and third-party fees for the implementation of our accounting and payroll systems.

Contingencies

Some of our U.S. subsidiaries were Medicare Part B suppliers who submitted claims to the designated carrier who is the government’s claims processing administrator. From time to time, the carrier may request an audit of Medicare Part B claims on a prepayment or postpayment basis. If the outcome of any audit results in a denial or a finding of an overpayment, then the affected subsidiary has appeal rights. Under postpayment audit procedures, the supplier generally pays the alleged overpayment and can pursue appeal rights for a refund of any paid overpayment incorrectly assessed against the supplier.

We believe that we are in compliance, in all material respects, with the applicable provisions of federal laws and regulations and applicable state laws, together with the applicable laws and regulations of other countries in which we operate. Due to the broad and sometimes vague nature of these laws and regulations, there can be no assurance that an enforcement action will not be brought against us, or that we will not be found to be in violation of one or more of these laws or regulations. At present, we cannot anticipate what impact, if any, subsequent administrative or judicial interpretations of applicable federal and state laws and the laws of other countries in which we operate may have on our financial position, cash flows and results of operations.

We are involved in various legal proceedings and claims incidental to our normal business activities. We are vigorously defending our position in all such proceedings. We believe that these matters should not have a material adverse impact on our consolidated financial position, cash flows or results of operations.

Impact of Recent Accounting Standards

See Note 17 of the Notes to Condensed Consolidated Financial Statements for our quarter ended June 30, 2006.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange

We face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our consolidated financial results. Currently, we do not hedge foreign currency exchange rate exposures.

The translation of the financial statement of our U.K. operations is impacted by fluctuations in foreign currency exchange rates. Our revenues, operating income and net income was impacted by the translation of our U.K. financial statements into U.S. dollars resulting in decreased revenues of $11.9 million, $0.8 million and $0.4 million respectively, for the year to date fiscal 2006 period as compared to the prior period fiscal 2005 average rate. We estimate that a 10% change in the exchange rate between the British Pound and the U.S. Dollar would have a $22.0 million, $2.8 million and $0.7 million impact on reported revenues, operating income and net income, respectively.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relate primarily to our cash equivalents and the senior credit facility. Our cash equivalents include highly liquid short-term investments purchased with initial maturities of 90 days or less. To manage our exposure to interest rate changes related to our senior credit facility, we use interest rate swap agreements.

In fiscal 2005, we entered into two interest rate swap agreements, which expire on July 20, 2009, the objective of which is to protect us against the potential rising of interest rates on our floating rate debt. The two interest rate swap agreements cover approximately $54.5 million of our floating rate debt until January 21, 2008 and then decreases by $5.4 million each six month period, in order to reflect the amortizing effect of our floating rate debt, until the end of the interest rate swap agreements. The interest rate under the swap agreements is fixed at 4.935% and is payable semi-annually. In the third quarter of fiscal 2005, we designated the two interest rate swap agreements as cash flow hedges. In accordance with FAS No. 133, we calculated the fair value of the interest rate swap agreements to be an asset of $0.2 million at June 30, 2006. Prior to the cash flow hedge designation, changes in the value from period to period of the interest rate swap agreements was recorded as other expense or income, as appropriate. At June 30, 2006, the effective portion of income on the interest rate swap agreements designated as cash flow hedges was $249, net of income tax, and is included in other comprehensive income. The Company will continue to assess the effectiveness of these cash flow hedges on a quarterly basis.

The interest rate on our remaining bank debt of $18.2 million is reset at least every month to reflect current market rates. Consequently, the carrying value of our variable rate bank debt approximates its fair value at June 30, 2006.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.    Our company’s management, with the participation of our chief executive officer and our chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2006.

Under the rules of the Securities and Exchange Commission, ‘‘disclosure controls and procedures’’ are controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on such evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2006, our disclosure controls and procedures were effective to ensure that the information

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we are required to disclose in reports that we file or submit to the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting.    Under the rules of the Securities and Exchange Commission, ‘‘internal control over financial reporting’’ is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II

Item 6.    Exhibits

	31	.1				Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	31	.2				Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	32	.1				Section 1350 Certification of Chief Executive Officer.
	32	.2				Section 1350 Certification of Chief Financial Officer.
	10	.19				Amendment Letter, dated July 28, 2006, between Allied Healthcare Holdings Limited, Allied Healthcare Group Holding Limited, Barclays Bank PLC and Lloyds TSB Bank plc.

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SIGNATURES

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

Dated: August 9, 2006
			ALLIED HEALTHCARE INTERNATIONAL INC.
			By:			/s/ David Moffatt
						David Moffatt Chief Financial Officer (Principal Financial Officer and Duly Authorized to Sign on Behalf of Registrant)

EX-10.19

AMENDMENT LETTER

To:	Allied Healthcare Holdings Limited Allied Healthcare Group Holdings Limited (formerly Allied Healthcare Group Limited) Stone Business Park Brooms Road Stone Staffordshire ST15 0TL

	Fax No: 01785 819031

Attention: Paul Weston

28 July 2006

Dear Sirs

Project Air: Amendment Letter

We refer to the £50,000,000 facility agreement dated 19 July 2004 between Allied Healthcare Group Limited (the ‘‘Company’’), Allied Healthcare Holdings Limited (the ‘‘Borrower’’), Allied Healthcare International Inc, the Guarantors listed therein, Barclays Capital and Lloyds TSB Bank PLC as Arrangers and Ancillary Lenders, the Original Lenders listed therein and Barclays Bank PLC as Agent and Security Agent (the ‘‘Original FacilityAgreement’’).

1	DEFINITIONS

Terms defined in the Original Facility Agreement have the same meaning in this Letter and:

‘‘Amended Agreement’’ means the Original Facility Agreement, as amended by this Letter.

‘‘Bank’’ means Barclays Bank PLC.

‘‘Effective Date’’ means the date on which the Agent notifies the Company that it has received:

	(i)	for the Parent and each of the Obligors, either a copy of their respective constitutional documents or a certificate of an authorised signatory of each of them certifying that the constitutional documents previously delivered to the Agent on or before 19 July 2004 for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect;

	(ii)	a copy of a resolution of the board of directors of the Parent and each Obligor:

	(a)	approving the terms of, and the transactions contemplated by, this Letter and resolving that it execute this Letter; and

	(b)	authorising a specified person or persons to execute this Letter on its behalf.

	(iii)	a specimen of the signature of each person authorised by the resolution referred to in paragraph (ii) above.

	(iv)	a certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Facility A Commitment and the Facility B Commitment under the Amended Agreement would not cause any borrowing, guaranteeing or similar limit binding on the Parent or any Obligor to be exceeded;

	(v)	a certificate of an authorised signatory of the Parent and the relevant Obligor certifying that each copy document listed at (i) to (iv) above is correct, complete and in full force and effect as at a date no earlier than the date of this Letter; and

	(vi)	a copy of an engagement letter, duly executed by all parties thereto and in form and substance satisfactory to the Agent, between the Reporting Accountants and the Company, pursuant to which the Reporting Accountants are appointed to conduct an independent business review of the Group (at the cost and expense of the Company).

1

‘‘Overdraft Facility’’ means the uncommitted overdraft facility in a maximum amount of £3,000,000 made available by the Bank to the Borrower pursuant to the terms of this Letter.

‘‘Reporting Accountants’’ means Grant Thornton LLP, or such firm of accountants as the Agent may nominate.

2	OVERDRAFT

	2.1	The Bank agrees, subject to the terms and conditions of this Letter, to make the Overdraft Facility available to the Borrower from the Effective Date. The Overdraft Facility is made available on an uncommitted basis and may be cancelled by the Bank at any time by notice to the Borrower.

	2.2	The Overdraft Facility will be available for utilisation by way of overdraft on the current account of the Borrower held with the Bank.

	2.3	The total utilisations in respect of the Overdraft Facility at any time shall not exceed £3,000,000. The Bank may refuse any utilisation request that would result in this limit being exceeded.

	2.4	The Overdraft Facility shall be repayable by the Borrower on an ‘‘on demand basis’’, that is to say that the Bank may at any time and without giving any reason therefore demand immediate repayment of all or any part the Overdraft Facility or may by notice immediately cancel any part of the Overdraft Facility, whereupon it shall be immediately due and payable to the Bank.

	2.5	The Borrower shall apply all amounts borrowed under the Overdraft Facility for its general corporate purposes.

	2.6	To the extent that no demand is made in respect of the Overdraft Facility on or prior to 15 September 2006, the Borrower shall ensure that all amounts outstanding in respect of the Overdraft Facility are reduced to zero, and the Overdraft Facility shall be automatically cancelled, on 15 September 2006.

	2.7	Interest on the Overdraft Facility shall be charged at the same rate as is applicable to Facility B under the Amended Agreement and shall be computed on a 365 day basis and shall be payable on demand, or if no such demand is made, on or prior to 15 September 2006, on 15 September 2006.

	2.8	The provisions of Clause 13 of the Amended Agreement shall be incorporated into this Letter as if set out in full and shall apply in respect of the Overdraft Facility.

	2.9	If the Bank does allow any utilisation resulting in the facility limit being exceeded in respect of the Overdraft Facility, it will not mean that such limit has changed or that the Bank will agree to any other utilisation which would have the effect of exceeding the limit and the right of the Bank to charge an unauthorised excess margin and / or unauthorised excess fee pursuant to Clause 2.10 below does not constitute an agreement by the Bank to permit borrowings in excess of any limit applicable to the Overdraft Facility.

	2.10	To the extent that any time the aggregate total utilisations under the Overdraft Facility exceed £3,000,000 without the prior written consent of the Bank (each such instance an ‘‘Excess’’), the Bank shall be entitled to charge the Borrower:

	2.10.1	a fee in the amount of £10,000 for each instance of such an Excess arising; and

	2.10.2	interest on the entire amount outstanding under the Overdraft Facility at the time of Excess calculated at a rate of 15% per annum above the Bank’s base rate from time to time, such default rate of interest to remain applicable until any relevant Excess has been repaid and the total utilisation under the Overdraft Facility have been reduced to below £3,000,000. Any interest payable pursuant to this Clause 2.10.2 shall be computed on a 365 day basis and shall be payable on demand, or if no such demand is made, on or prior to 15 September 2006, on 15 September 2006.

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	2.11	The Obligors hereby confirm that the Security granted in favour of the Security Agent pursuant to the Security Documents is granted as continuing security for present and future moneys, debts and liabilities due, owing or incurred by the Borrower under or in connection with any Finance Document, including by virtue of the designation of this Letter as a Finance Document, any present and moneys, debts and liabilities due, owing or incurred by the Borrower under or in connection with the Overdraft Facility.

3	COVENANTS

	3.1	Waiver of Clause 21.1(c) of the Original Facility Agreement

The parties to this letter hereby temporarily waive, subject to the terms of this Letter, the obligation of the Company, pursuant to Clause 2.1(c) of the Original Facility Agreement, to ensure that the ratio of EBIT to Interest Expense for the period of 12 months ending on 30 June 2006 (being the last day of the Company’s Accounting Quarter) will not be less than 4.0 to 1.0.

	3.2	Duration of Waiver

The temporary waiver set out in Clause 2.1 above of this Letter will have effect from the Effective Time and will cease to have effect on the earliest to occur of:

	3.2.1	5.30pm on 15 August 2007;

	3.2.2	occurrence of an Event of Default under the Amended Agreement

	3.2.3	any Obligor failing to comply with any terms of this Letter

	3.3	Resetting of EBIT to Interest Expense Covenant

The Lenders and the Company hereby undertake to use all reasonable endeavours to agree, on or prior to 15 September 2006, a revised Clause 21.1(c) of the Amended Facility Agreement, such revised Clause 21.1(c) to be in form and substance satisfactory to the Lenders.

	3.4	Acquisition Covenant

Notwithstanding the provisions of Clause 22.11 of the Original Facility Agreement, the Parent and each Obligor undertakes that it will not (and the Company undertakes that it will ensure that no other member of the Group will), on or prior to 15 September 2006:

	3.4.1	invest in or acquire any share in, or any security issued by, any person, or any interest therein or in the capital of any person, or make any capital contribution to any person (or agree to do any of the foregoing); or

	3.4.2	invest in or acquire any business or going concern, or the whole or substantially the whole of the assets or business of any person, or any assets that constitute a division or operating unit of the business of any person (or agree to do any of the foregoing); or

	3.4.3	enter into any joint venture agreement with any person; or

	3.4.4	acquire or agree to acquire any other assets other than in the ordinary course of trading,

without the prior written consent of the Lenders.

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4	AMENDMENTS

	4.1	Amendment to the Original Facility Agreement

The parties to the Letter agree that, with effect from the Effective Date, the Original Facility Agreement shall be amend as follows:

	(a)	the following definitions shall be added to Clause 1.1:

‘‘Amendment Letter’’ means the amendment letter dated 28 July 2006 between the parties to this Agreement, pursuant to which the Overdraft Facility was made available to the Borrower.

‘‘Amendment Letter Effective Date’’ has the meaning given to the term Effective Date in the Amendment Letter.

‘‘Overdraft Facility’’ means the overdraft facility in a maximum amount of £3,000,000 made available by Barclays Bank PLC to the Borrower pursuant to the terms of the Amendment Letter.

‘‘Required Form’’ means, in relation to any document, as agreed in respect of both form and substance by the Agent;

‘‘Reporting Accountants’’ means Grant Thornton LLP or such firm of accountants as the Agent may nominate;’’;

	(b)	Sub-clause 21.1 (c) shall be deleted and replaced as follows:

‘‘(c) the ratio of EBIT to Interest Expense for the Relevant Period ending on:

	(ii)	30 September 2006 will not be less than 2.5:1;

	(iii)	31 December 2006 will not be less than 2.4:1;

	(iv)	31 March 2007 will not be less than 2.75:1;

	(v)	30 June 2007 will not be less than 3.4:1; and

	(v)	any date other than those listed at (i) to (v) above will not be less than 4:1.’’

	(c)	a new Clause 20.7 shall be added as follows:

‘‘20.7 Reporting Accountants

The Agent may, at any time prior to the date falling 12 months after the Amendment Letter Effective Date, appoint the Reporting Accountants to conduct an independent business review of the Group or to monitor the financial and operational performance of the Obligors on an ongoing basis. The Obligors hereby undertake to co-operate in such a review and agree that such review shall be at the cost and expense of the Company.’’;

	(d)	A new Clause 20.8 shall be added as follows:

‘‘20.8 Cashflow Forecasts

The Company shall supply to the Agent (in sufficient quantities for all the Lenders, if the Agent so requests), on a monthly basis until 15 September 2006, a rolling 13 week cashflow forecast for the Group (for each 13 week period commencing on the Monday of each week on and from the Amendment Letter Effective Date). The first such cashflow forecast shall be provided on the first Monday following the Amendment Letter Effective Date and subsequent cashflow forecasts shall be provided on each day on which monthly management accounts are provided to the Lender pursuant to the terms of Clause 20.9 below (however no such cashflow forecast is required to be provided on the date on which monthly management accounts are delivered in respect of June 2006);’’

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	(e)	a new Clause 20.9 shall be added as follows:

‘‘20.9 Monthly Reporting

The Company shall supply to the Agent (in sufficient quantities for all the Lenders, if the Agent so requests), on a monthly basis until 15 September 2006, as soon as the same are available (and in any event within 30 days of the end of each month), its monthly management accounts (with accompanying management commentary) for the Group in the Required Form. The first such monthly management accounts shall be delivered on or prior to 30 July 2006 in respect of the month of June 2006’’.

	4.2	Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Letter, continue in full force and effect. Where there is any inconsistency between the terms of this Letter and the Amended Agreement, the terms of this Letter will apply.

5	Financial Projections

The Company shall, on or prior to 14 August 2006, provide to the Agent (in sufficient quantities for all the Lenders, if the Agent so requests), a re-forecast budget for the period from the Effective Date to 20 September 2008 (the ‘‘Re-forecast’’), such Re-forecast to in form and substance satisfactory to the Agent. Such Re-forecast shall include, but not be limited to:

	(i)	a projected cash flow statement and profit and loss account of the Group;

	(ii)	a projected balance sheet of the Group;

	(iii)	capital expenditure, investments, acquisitions and disposals projected to be made by the Group;

	(iv)	projected levels of the financial ratios required to be met by the Company pursuant to Clause 21.1 of the Amended Agreement; and

	(v)	a management commentary on the proposed activities of the Group, the principal assumptions underlying the projections in the Re-forecast and any material variations from the last budget provided to the Agent pursuant to Clause 20.1(e) of the Amended Agreement.

6	FEES

On the Effective Date, the Borrower shall pay to the Agent (for the account of each Lender) a fee in the Base Currency in the amount of £102,500.

7	COSTS AND EXPENSES

	7.1	Transaction costs

The Company shall within three Business Days of demand reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in connection with the negotiation, preparation, printing and execution of this Letter and any other documents referred to in this Letter.

	7.2	Ongoing incidental costs

Without prejudice to the generic costs and expenses provisions in Clause 17 of the Original Facility Agreement and elsewhere in the Finance Documents the Company shall, for the period from the Effective Date to 15 September 2006,    within seven Business Days of demand reimburse the Secured Party for the amount of all travel costs and incidental expenses reasonably incurred by that Secured Party at any time after the Effective Date in connection with any meetings required with the Company or other Group members to

5

discuss the protection or preservation of rights under this Letter and any other document referred to in this Letter and in connection with the consideration and or discussion of the independent business review with the Company and/or other Group members and/or with the Reporting Accountants.

	7.3	Payment of Fees, Costs and Expenses

The Company hereby irrevocably authorises the Lender to cause the Company to satisfy any payment obligations arising pursuant to Clause 6 above and this Clause 7 by debiting any bank account of the Company held with the Lender.

8	LOSS SHARE

	8.1	In consideration of the Bank providing the Overdraft Facility, each of the Lenders agrees that, to the extent that the Bank does not recover within 30 days of making demand all amounts owing to it in connection with the Overdraft Facility, they shall pay to the Bank within 5 Business Days of demand, the proportion of such shortfall as is equal to each Lenders’ percentage participation in the Total Facility Commitments (any such payment a ‘‘Loss Share Payment’’).

	8.2	For the avoidance of doubt, no Lender shall be required to make any Loss Share Payment(s) pursuant to Clause 8.1 above in an aggregate amount in excess of £1,500,000.

	8.3	To the extent that any Loss Share Payment is made pursuant to Clause 8.1 above, such Lender shall be subrogated to the extent possible to that part of the Bank’s claim under the Overdraft Facility against the Borrower which corresponds to the relevant Loss Share Payment. However, for the avoidance of doubt, no such Lender shall receive any payment from or exercise any rights against the Borrower as a result of such subrogation until after the Bank has received the relevant Loss Share Payment from it.

9	AMENDMENT AND RESTATEMENT

The Lenders hereby confirm that it is their current intention to enter into negotiations with the Company with a view to agreeing, on terms acceptable to all parties, an amendment and restatement to the Amended Facility Agreement on or prior to 15 September 2006. For the avoidance of doubt, this Clause 9 does not constitute a legally binding commitment to enter into any such amendment and restatement agreement.

10	MISCELLANEOUS

	10.1	Guarantors

Each of the Guarantors and the Parent agree to each of the provisions of this Letter, including without limitation, the provision of the Overdraft Facility and the amendments to the Original Facility Agreement contemplated by this Letter and each agrees that (i) nothing in this Letter effects its obligations as a Guarantor or in the case of the Parent as the Parent and (ii) its obligations as a Guarantor or in the case of the Parent as the Parent, extend to the Overdraft Facility.

	10.2	Reservation of Rights

This Letter is provided by the Finance Parties strictly on the basis that the Finance Parties reserve all rights and remedies of the Agent, the Security Agent and the Finance Parties under the Original Facility Agreement and the Amended Agreement. Other than as set out in this Letter, nothing in this Letter or done pursuant to this Letter, will constitute an amendment to or is intended to operate as a release or waiver of any breach or potential breach of, or any obligations under any Finance Document.

	10.3	Third Party Rights

A person who is not a party to this Letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Letter.

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	10.4	Counterparts

This Letter may be signed in a number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Letter.

	10.5	Joint and Several Obligations

The obligations of the Finance Parties under this Letter are several. The obligations of the Obligors under this Letter are joint and several.

	10.6	Finance Documents

In accordance with the Amended Agreement, each of the Company and the Agent designate this Letter as a Finance Document.

11	GOVERNING LAW

This Letter will be governed and construed in accordance with English law.

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We hereby agree to the terms of this Letter:

The Original Lenders

Barclays Bank PLC

By:    /s/ Alan Douglas

Lloyds TSB Bank plc

By:    /s/ Rebecca Killeen

Ancillary Lenders

Barclays Bank PLC

By:    /s/ Alan Douglas

Lloyds TSB Bank plc

By:    /s/ Rebecca Killeen

The Bank

Barclays Bank PLC

By:    /s/ Alan Douglas

The Agent

Barclays Bank PLC

By:    /s/ Shahid Kazi

The Security Agent

Barclays Bank PLC

By:    /s/ Shahid Kazi

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Agreed and Accepted by: The Company

Allied Healthcare Group Holdings Limited (formerly Allied Healthcare Group Limited)

By:    /s/ Timothy Aitken

The Parent

Allied Healthcare International, Inc.

By:    /s/ Timothy Aitken

The Original Borrower

Allied Healthcare Holdings Limited

By:    /s/ Timothy Aitken

The Original Guarantors

Allied Healthcare Group Holdings Limited (formerly Allied Healthcare Group Limited)

By:    /s/ Timothy Aitken

Allied Healthcare Holdings Limited

By:    /s/ Timothy Aitken

Allied Healthcare Group Limited (formerly Allied Healthcare (UK) Limited)

By:    /s/ Paul Weston

Allied Respiratory Limited (formerly Allied Oxycare Limited)

By:    /s/ Paul Weston

Balfor Medical Limited

By:    /s/ Paul Weston

Crystalglen Limited

By:    /s/ Paul Weston

Medigas Limited

By:    /s/ Paul Weston

Nightingale Nursing Bureau Limited

By:    /s/ Paul Weston

Omnicare Limited

By:    /s/ Paul Weston

Allied Staffing Professionals Limited (formerly Staffing Enterprise Limited)

By:    /s/ Paul Weston

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EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Timothy M. Aitken, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Allied Healthcare International Inc. (the ‘‘Registrant’’);

2.    Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3.    Based on my knowledge, the consolidated financial statements and other financial information included in this Quarterly Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;

4.    The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

(a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

(b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation;

(d)    disclosed in this Quarterly Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s third fiscal quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.    The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors:

(a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 9, 2006

/s/ Timothy M. Aitken         

Timothy M. Aitken
Chief Executive Officer
(principal executive officer)

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, David Moffatt certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Allied Healthcare International Inc. (the ‘‘Registrant’’);

2.    Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3.    Based on my knowledge, the consolidated financial statements and other financial information included in this Quarterly Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;

4.    The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

(a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

(b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation;

(d)    disclosed in this Quarterly Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s third fiscal quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.    The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors:

(a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 9, 2006

/s/ David Moffatt                

David Moffatt
Chief Financial Officer
(principal financial officer)

EX-32.1

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report of Allied Healthcare International Inc. (the ‘‘Company’’) on Form 10-Q for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, Timothy M. Aitken, Chief Executive Officer of the Company, certify, pursuant to 18. U.S.C. section. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as at and for the quarter ended June 30, 2006.

Date: August 9, 2006

/s/ Timothy M. Aitken                                

Timothy M. Aitken
Chief Executive Officer of the Company

EX-32.2

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of Allied Healthcare International Inc. (the ‘‘Company’’) on Form 10-Q for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, David Moffatt, Chief Financial Officer of the Company, certify, pursuant to 18. U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as at and for the quarter ended June 30, 2006.

Date: August 9, 2006

/s/ David Moffatt                                        
David Moffatt
Chief Financial Officer of the Company