As previously reported under Item 2.01 of the Current Report on Form 8-K filed by Allion Healthcare, Inc. ("Allion") on April 8, 2008, Allion and its wholly-owned subsidiary, Biomed Healthcare, Inc., a Delaware corporation ("Merger Sub"), completed the acquisition of Biomed America, Inc., a Delaware corporation ("Biomed"), pursuant to that certain Agreement and Plan of Merger, dated as of March 13, 2008, by and among Allion, Merger Sub, Biomed and Biomed's majority owner, Parallex LLC, a Delaware limited liability company. The acquisition was effected by the merger of Biomed with and into Merger Sub, with Merger Sub as the surviving entity and a wholly-owned subsidiary of Allion.

This Current Report on Form 8-K/A provides the historical financial statements of Biomed under Item 9.01(a) and the pro forma financial information under Item 9.01(b), which financial statements and information were not included in the Current Report on Form 8-K filed on April 8, 2008.

(a) Financial Statements of Business Acquired.

Audited consolidated financial statements for Biomed America, Inc. and Subsidiaries as of and for the years ended December 31, 2007 and 2006 are filed as Exhibit 99.1 herewith.

Audited consolidated financial statements for Access Therapeutics, Inc. and Subsidiary as of and for the nine-month period ended September 30, 2007 and for the period from February 17, 2006 (inception) through the period ended December 31, 2006 are filed as Exhibit 99.1 herewith. Since Allion believes the financial statements of Biomed alone are not representative of the business acquired by Allion, we are including the operating results of Access, which includes the period prior to Biomed's acquisition of Access for the year ended December 31, 2007.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information, giving pro forma effect to the acquisition described in Item 2.01, is filed as Exhibit 99.2.

(c) Exhibits

Exhibit
Number    Description

23.1      Consent of Morris J. Cohen & Co., P.C.

99.1      Consolidated financial statements of Biomed
          America, Inc. and Subsidiaries for the years
          ended December 31, 2007 and 2006.
          Consolidated financial statements for Access
          Therapeutics, Inc. and Subsidiary as of and for
          the period ended September 30, 2007 and the
          period from February 17, 2006 (inception)
          through the period ended December 31, 2006.

99.2      Unaudited pro forma combined financial
          information