SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2009

o ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to ______________

Commission file number 0-~~53327~~20769

LIFEHEALTHCARE, INC. (Exact name of Registrant as Specified in Its Charter)

LIFEHEALTHCARE, INC. (Exact name of Registrant as Specified in Its Charter)

Delaware		68-0652656
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

315 Post Road, 2nd Floor, Westport, CT 06880 (Address of Principal Executive Offices with Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 226-9100

N/A
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

Delaware	68-0652656
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

~~137~~Indicate ~~Rowayton~~by ~~Avenue~~check ~~Suite~~mark ~~110~~whether ~~Rowayton~~the CTregistrant ~~06853~~is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

(Address of Principal Executive Offices with Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 866-1015

N/A

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

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

Yes x No o

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

Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

~~Indicate~~Check ~~by check mark~~ whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the ~~Securities~~ Exchange Act ofafter ~~1934 subsequent to~~ the distribution of securities under a plan confirmed by a court. Yes o No o

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

~~Indicate~~The ~~the~~ number of shares ~~outstanding~~ of ~~each of the issuer's classes of~~ common stock outstanding as of ~~August~~February 1019, ~~2009~~ 2010 was 2830,~~449~~149,265.

Transitional Small Business Disclosure Format (Check one): Yes x No o

LIFEHEALTHCARE, INC.

(A Development Stage Corporation)

INDEX

PART I – FINANCIAL INFORMATION		2
Item 1	Condensed Balance Sheets at ~~June~~December 3031, 2009 (Unaudited) and September 30, ~~2008 (audited)~~2009	2
	Condensed Statements of Operations (Unaudited) for the three months and nine months ended June 30, 2009 and 2008
	Condensed Statements of Operations (Unaudited) for the three months ended December 31, 2009 and 2008 (Unaudited)	3
	Condensed Statements of Cash Flows (Unaudited) for the Nine months ended June 30, 2009 and 2008
	Condensed Statements of Cash Flows (Unaudited) for the three months ended December 31, 2009 and 2008 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4T	Controls and Procedures	12
PART II – OTHER INFORMATION		13
Item 1	Legal Proceedings	13
Item 2	Unregistered Sales of Securities and Use of Proceeds	13
Item 3	Default upon Senior Securities	13
Item 4	Submission of Matters to a Vote of Security Holders	13
Item 5	Other Information	13
Item 6	Exhibits	14
SIGNATURES		15

PART I -– FINANCIAL INFORMATION

ITEM 1. ~~LIFEHEALTHCARE,~~ FINANCIAL INC (A Development Stage Company) CONDENSED BALANCE SHEETS June 30, 2009 September 30, 2008 (unaudited) ASSETS Current Assets Prepaid Directors Fees $ 27,200 $ 108,800 Total Current Assets 27,200 108,800 Other Assets Deposit 2,200 2,200 Investment 0 100,000 Intangible Asset 11,730 11,730 Total Assets $ 41,130 $ 222,730 LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIENCY) Current Liabilities Accrued Expenses $ 76,039 $ 26,975 Due to Shareholders 119,329 81,780 Total Current Liabilities 195,368 108,755 Total Liabilities 195,368 108,755 Commitments Stockholders’ Equity/(Deficiency) Capital stock: Preferred Stock, $.001 par value 1,000,000 shares authorized and no shares issued Common Stock, $0.001 par value; 50,000,000 shares authorized; 23,816,070 and 24,487,265 shares issued and outstanding 28,749 24,487 Additional Paid-in Capital 1,644,931 1,460,713 Accumulated Deficit (1,827,918 ) (1,371,225 ) Total Stockholders’ Equity/(Deficiency) (154,238 ) 113,975 Total Liabilities and Stockholders’ Equity/(Deficiency) $ 41,130 $ 222,730 The accompanying notes are an integral part of the condensed financial statements. LIFEHEALTHCARE, INC (A Development Stage Company) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Development period Three Months Ended Nine Months ended (Inception to June 30, 2009 June 30, June 30, 2009 2008 2009 2008 Revenues $ 0 $ 0 $ 0 $ 0 $ 0 Amortization 0 0 0 0 22,500 Directors fees 54,400 0 81,600 0 81,600 Professional expenses 31,419 5,000 210,442 9,263 258,278 Impairment losses 100,000 77,500 100,000 77,500 1,346,699 General and administrative expenses 26,937 5,000 64,651 7,500 118,841 Loss from operations (212,756 ) (85,000 ) (456,693 ) (94,263 ) (1,827,918 ) Provision for income taxes 0 0 0 0 0 Net loss $ (212,756 ) $ (85,000 ) $ (456,693 ) $ (94,263 ) $ (1,827,918 ) Loss per share: Basic and Fully Diluted $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.00 ) Weighted average common stock outstanding: Basic and Fully Diluted 28,515,199 13,480,082 27,654,166 11,149,831 The accompanying notes are an integral part of the condensed financial statements. LIFEHEALTHCARE, INC (A Development Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Development period Nine Months Ended June 30, (Inception to June 30, 2009 2009 2008 Cash flow from operating activities: Net loss $ (456,693 ) $ (94,263 ) $ (1,827,918 ) Adjustments to reconcile net loss to net cash used in operating activities: Shares issued for services 188,480 264,880 Impairment loss 100,000 77,500 1,346,699 Amortization expense 0 7,500 22,500 Directors Fees 81,600 0 81,600 Change in assets and liabilities, net of acquisition Decrease and other assets 0 0 10,639 Increase in patent related expenditures 0 0 (5,000 ) Increase/(decrease) in accrued liabilities 49,064 9,263 (10,529 ) Net cash used in operating activities (37,549 ) 0 (117,129 ) Cash flows from financing activities: Payment of deposit (2,200 ) Proceeds from shareholder 37,549 119,329 Net cash provided by financing activities 37,549 - 117,129 Net decrease in cash and cash equivalents 0 0 0 Cash and cash equivalents, beginning of period 0 0 0 Cash and cash equivalents, end of period $ - $ - $ - Supplemental disclosure of cash flow information Cash paid for income tax $ - $ - $ - Cash paid for interest $ - $ - $ - The accompanying notes are an integral part of the condensed financial statements. LIFEHEALTHCARE, INC (A Development Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Development period Nine Months Ended June 30, (Inception to June 30, 2009 2009 2008 Non-Cash investing & financing Acquisition of Goodwill $ 0 $ 0 $ 1,169,199 Acquisition of Patent 0 0 6,730 Acquisition of Other Assets 0 0 10,639 Acquisition of Intellectual Property 0 0 100,000 Acquisition of Liabilities 0 0 (86,568 ) Acquisition of Patent Rights 0 100,000 100,000 Issuance of Stock for Directors Fees 0 0 108,800

LIFEHEALTHCARE, INC.

(A Development Stage Corporation)

CONDENSED BALANCE SHEETS

	December 31, 2009			September 30, 2009
	(unaudited)
ASSETS
Current Assets
Prepaid directors fees	$	0		$	0
Total Current Assets		0			0
TOTAL ASSETS	$	0		$	0

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accrued liabilities	$	134,289		$	134,290
Due to shareholder		98,329			96,829
Total Current Liabilities		232,618			231,119
TOTAL LIABILITIES		232,618			231,119
Shareholders’ Deficit
Preferred Stock, $.001 par value 1,000,000 shares authorized; no shares issued		0			0
Common stock, par value $.001, 50,000,000 shares authorized, 30,149,265 and 28,749,265 issued and outstanding		30,149			28,749
Additional paid-in capital		1,669,531			1,614,931
Accumulated deficit		(1,932,298	)		(1,874,799	)
Total Shareholders’ Equity		(232,618	)		(231,119	)
TOTAL LIABILITIES AND SHARHOLDERS’ EQUITY	$	0		$	0

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

LIFEHEALTHCARE, INC.

(A Development Stage Corporation)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended December 31,						Development Period (Inception to December 31, 2009)
	2009			2008

Revenues	$	0		$	0		$	0
Professional fees		56,000			176,475			368,338
Impairment losses		-			-			1,360,629
Amortization expense		-			-			22,500
General & administrative expenses		1,500			64,914			180,831
Net loss before income tax		(57,500	)		(241,389	)		(1,932,298	)

Provision for income taxes		-			-			-

Net loss	$	(57,500	)	$	(241,389	)	$	(1,932,298	)

Loss Per Share –
Basic and Diluted:	$	(0.00	)	$	(0.01	)

Weighted Average Common Stock Outstanding:
Basic and Fully Diluted:		30,149,265			28,449,265

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

LIFEHEALTHCARE, INC.

(A Development Stage Corporation)

CONDENSED STATEMENTS OF CASH FLOW

(UNAUDITED)

	Three Months Ended December 31,						Development Period (Inception to December 31, 2009)
	2009			2008

Cash flow from operating activities:
Net loss	$	(57,500	)	$	(241,388	)	$	(1,932,298	)
Adjustments to reconcile net (loss) to net cash
Used in operating activities:
Amortization of intellectual property		-			-			22,500
Amortization of prepaid directors fees		-			27,200			108,800
Impairment loss		-			-			1,360,629
Issuance of common shares for services		56,000			158,480			290,880
Change in assets and liabilities
Increase in patent related expenses		-			-			-
Increase in accrued liabilities		-			41,708			137,289
Net cash provided by operating activities		(1,500	)		(14,000	)		(12,200	)
Cash flows from investing activities:
Advances by shareholder		-			-			-
Net cash used in investing activities		-			-			-
Cash flows from financing activities:
Payment of deposit		-			-			-
Proceeds from shareholder		1,500			14,000			12,200
Net cash provided by financing activities		1,500			14,000			12,200
Net increase in cash		-			-			-
Cash, beginning of period		-			-			-
Cash, end of period	$	0		$	0		$	0
Supplemental cash flow information:
Cash paid for interest	$	0		$	0		$	0
Cash paid for income tax	$	0		$	0		$	0
Common stock issued for prepaid directors fees	$	0		$	0		$	108,800
Common stock issued for patent rights	$	0		$	0		$	100,000

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

LIFEHEALTHCARE, INC.

(A Development Stage Corporation)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. FINANCIAL INFORMATION

LifeHealthCare, Inc. is a Delaware company (the “Company”) that was acquired and then recently divested from Market & Research Corp. ("Market") (formerly known as Cable & Co. Worldwide, Inc., a Delaware corporation), in connection with a spin-off by Market & Research Corp. that became effective September 12, 2008. The Company is a development stage company that focuses on providing products in the dental and healthcare marketplaces and is currently seeking financing to market its products and to develop additional healthcare products. The Company, which was formed in 2002, has not operated since it was incorporated.

The Market & Research Corp. distributed (“spun off”) the stock of LifeHealthCare, Inc. (“LHC”) to its shareholders in September 2008. Market included the operations of LHC through the date of the spinoff (September 12, 2008) in its operations. Market valued LHC at zero, and as a result, wrote off its investment of $1,200,000 in LHC. The net liabilities that were spun off totaled $9,926.

Due to the inactivity of the Registrant during the fiscal period covered by this Report, management did not have the financial information contained herein reviewed by the Registrant's independent public accountant.

2. BASIS OF PREPARATION

The unaudited financial statements include all the accounts of the Company.

CONDENSED PRESENTATION

Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the financial statements, footnote disclosures and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed. The financial statements contained in this report are unaudited but, in the opinion of the Company, reflect all adjustments, consisting of only normal recurring adjustments necessary to fairly present the financial position as ~~June~~of 30December 31, 2009 and the results of operations and cash flows for the interim periods of the fiscal year ending September 30, ~~2009~~2010 ("fiscal ~~2009~~2010") and the fiscal year ended September 30, ~~2008~~2009 ("fiscal ~~2008~~2009") presented herein. The results of operations for any interim period are not ~~necessarily~~ necessarily indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Lifehealthcare, Inc. Annual Report for the year ended September 30, ~~2008~~2009 on Form 10-K.

DEVELOPMENT STAGE

The Company is in the development stage. Since its formation the Company has not realized any revenues from its planned operations. The Company intends to design, manufacture and market dental accessories. The Company's primary activities since incorporation have been conducting research and development, performing business, strategic and financial planning, and raising capital.

GOING CONCERN

The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As of ~~June~~December 3031, 2009, the Company had no ~~established~~ established source of revenues and has accumulated losses of approximately $1,~~830~~932,000 since its inception. Its ability to continue as a going concern is dependent upon achieving production or sale of goods, the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

goods, the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

SUBSEQUENT EVENTS

InThe ~~May~~Company ~~2009,~~has ~~FASB~~evaluated ~~issued~~events ~~statement~~subsequent ~~of Financial Accounting Standards No. 165, Subsequent Events. This new standard applies~~ to ~~interim and annual financial periods ending after June 15, 2009. This statement establishes principles setting forth~~ the ~~period after the~~ balance sheet date ~~during which management shall evaluate events and transactions that may occur~~ for potential recognition or disclosure, inthrough ~~the~~February ~~financial~~19, ~~statements. For~~2010, the ~~purposes~~date ~~of this accounting standard,~~ the ~~Company~~financial ~~has~~statements ~~evaluated~~were ~~subsequent~~available ~~events~~to ~~through~~be ~~August 18, 2009~~issued.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the ~~FASB~~Financial ~~issued~~Accounting ~~FAS~~Standards ~~168,~~Board ~~"The~~ (“FASB”) issued Accounting Standards Codification ~~and~~(“ASC”) ~~the~~105, ~~Hierarchy of~~ “Generally Accepted Accounting Principles~~-a replacement of FASB Statement No~~”. ASC ~~162"~~105 ~~("FAS 168"). FAS 168~~ establishes the ~~FASB Accounting Standards~~ Codification as the sole source of authoritative ~~GAAP.~~accounting ~~Pursuant~~principles to ~~the provisions~~be ofapplied ~~FAS 168, we will update our references to GAAP~~ in the ~~our~~preparation ~~consolidated~~of financial statements ~~issued~~in ~~for~~conformity ~~the~~with ~~period ended September 30, 2009 and thereafter~~GAAP. The adoption of ~~FAS~~this ~~168~~statement ~~will~~did not have noa material impact on ~~our~~the Company’s financial position or results of operations.

In ~~June~~ October 2009, the FASB issued ~~FAS~~Accounting ~~167,~~Standards ~~"Amendments~~Update ~~to FASB Interpretation No. 46~~(R“ASU”)" ~~("FAS~~2009-13, ~~167").~~“Revenue ~~FAS~~Recognition ~~167~~- isMultiple-Deliverable ~~effective~~Revenue ~~for interim and annual reporting periods ending after November 15, 2009~~Arrangements”. The ~~FAS 167 amends certain~~ guidance in ~~FIN~~ASU ~~46(R)~~2009-13 toamends ~~eliminate~~ the ~~exemption~~criteria for ~~special~~separating ~~purpose~~consideration ~~entities,~~in ~~require~~multiple-deliverable aarrangements ~~new qualitative approach for determining who should consolidate a variable interest entity~~ and ~~change~~expands ~~the~~required ~~requirement~~disclosures related ~~for when~~ to ~~reassess~~a ~~who~~company’s ~~should~~multiple-deliverable ~~consolidate~~revenue aarrangements. ASU ~~variable~~2009-13 ~~interest~~is ~~entity.~~effective Weprospectively ~~plan~~for tofiscal ~~adopt~~years ~~FAS~~beginning ~~167~~on ~~effective~~or ~~January~~after 1June 15, 2010,. The ~~and~~Company weis docurrently ~~not~~assessing ~~expect~~the itimpact tothat ~~have~~adoption ~~any~~will ~~impact~~have on ~~our~~its financial position or results of operations.

In June 2009, the ~~FASB~~Company ~~issued~~adopted ~~FAS~~ASC ~~166~~855, ~~"Accounting~~“Subsequent ~~for~~Events”, ~~Transfers~~which ofestablishes ~~Financial~~the ~~Assets~~general -standards ~~an amendment~~ of ~~FAS~~accounting ~~Statement~~for ~~No.~~and ~~140"~~disclosures ~~("FAS~~required ~~166").~~for ~~FAS~~events ~~166~~occurring isafter ~~effective~~the ~~for~~balance ~~interim~~sheet ~~and~~date ~~annual~~but ~~reporting~~before ~~periods~~financial ~~ending~~statements ~~after~~are ~~November~~issued ~~15,~~or ~~2009~~are ~~and~~available ~~must~~to be ~~applied~~issued. Under toASC ~~transfers~~855 ~~occurring~~the oneffects of orall ~~after~~subsequent ~~the~~events ~~effective~~that ~~date.~~provide ~~FAS~~additional ~~166~~evidence ~~clarifies~~ about conditions that existed at the ~~objective~~date of ~~paragraph~~the 9balance sheet, including the estimates inherent in the process of ~~Statement~~preparing ~~140~~financial isstatements, are required to ~~determine~~be ~~whether~~recognized ain ~~transferor~~the ~~and~~financial ~~all~~statements. Subsequent events that provide evidence about conditions that did not exist at the date of the ~~entities~~balance ~~included~~sheet inbut arose after the ~~transferor's~~balance sheet date but before financial statements ~~being~~are ~~presented~~issued ~~have~~or ~~surrendered~~are ~~control~~available ~~over~~to ~~transferred~~be issued should not be recognized in the financial ~~assets.~~statements Webut ~~plan~~may need to ~~adopt~~be ~~FAS~~disclosed ~~166~~to ~~effective~~prevent ~~January~~the 1,financial ~~2010,~~statements ~~and~~from webeing domisleading. The ~~not~~adoption ~~expect~~did itnot to have a material impact on ~~our~~the ~~financial~~subsequent ~~position~~events that we report, either through recognition or ~~results~~disclosure, ofin ~~operations~~our financial statement.

~~Reclassifications~~In November 2008 the Company adopted ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The adoption of ASC 820 did not have a material impact on the Company’s financial position or results of operations.

~~Certain~~In ~~amounts~~December 2007 ~~from~~the ~~prior~~FASB ~~periods~~issued ~~have~~ASC ~~been~~805, ~~reclassified~~“Business toCombinations”. Under ~~conform~~ASC 805, an entity is required to recognize the ~~2009~~assets ~~presentation~~acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. ~~Such~~ ~~reclasses~~It ~~had~~further norequires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. The adoption of ASC 805 will change the accounting treatment for business combinations on ~~total~~a ~~assets~~prospective ~~nor~~basis ~~net~~beginning ~~loss~~in the first quarter of fiscal year 2010.

In December 2007 the FASB issued ASC 810, “Consolidation”. ASC 810 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. ASC 810 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2010. As of September 30, 2009, the Company did not have any minority interests; therefore the adoption of this statement is not expected to have an impact on the Company’s financial statements.

In April 2008 the FASB issued guidance which was primarily codified into ASC 350 “Intangibles — Goodwill and Other”. The guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets. The intent of the guidance is to improve the consistency between the useful life of a recognized intangible asset under the accounting standards and the period of the expected cash flows used to measure the fair value of the asset. The Company will adopt in the first quarter of fiscal 2010 and will apply the guidance prospectively to intangible assets acquired after adoption.

Other accounting standards that have been issued or proposed that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

3. NET LOSS PER SHARE

NET LOSS PER SHARE

Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. ~~Fully~~Diluted ~~diluted~~ net income or loss per share is computed by dividing net income or loss by the weighted average number of common shares outstanding and dilutive potential common shares ~~reflecting~~ reflecting the dilutive effect of stock options and warrants. Dilutive potential common shares, stock options and warrants for all periods presented are computed utilizing the treasury stock method. The Company had no outstanding options or warrants at ~~June~~December 3031, 2009 and 2008.

4. STOCK-BASED COMPENSATION

InThe ~~December~~Company ~~2004,~~applies the ~~FASB~~provisions ~~issued~~of ~~SFAS~~ASC ~~No. 123R~~718, “~~Share-Based~~Compensation ~~Payment.” This~~— ~~standard replaces SFAS No. 123, “Accounting for~~ Stock~~-Based~~ Compensation” ~~and supersedes Accounting Principles Board (‘PB’) Opinion No. 25~~, ~~“Accounting~~which ~~for Stock Issued to Employees.” The standard~~ requires companies to ~~expense~~measure ~~the~~all ~~fair~~employee ~~value~~stock-based ofcompensation ~~stock~~awards ~~option~~using ona ~~the~~fair ~~grant~~value ~~date~~method and isrecognize ~~effective~~compensation ~~for~~cost ~~annual~~in ~~periods~~its ~~beginning~~financial ~~after June 15, 2005~~statements. In The ~~accordance~~Company ~~with~~recognizes the ~~revised~~fair ~~statement,~~value ~~the~~of ~~expense attributable to~~ stock-based compensation ~~options~~awards ~~granted~~as ~~or vested subsequent to July 1~~selling, ~~2005,~~general ~~was~~and ~~required~~administrative toexpense bein ~~recognized by~~ the ~~Company.~~consolidated ~~During~~statements ~~the nine months ended June 30, 2009 the Company issued 4,262,000 common shares to consultants for services rendered in fiscal 2009. The value~~ of ~~the~~operations ~~shares issued~~on ~~was~~a ~~determined~~straight-line bybasis ~~the~~over ~~estimated value of~~ the ~~services~~vesting ~~rendered~~period.

During the three months ended December 31, 2009 the Company issued 1,400,000 common shares to consultants for services rendered in fiscal 2010. The value of the shares issued was determined by the estimated value of the services rendered.

5. RELATED PARTY TRANSACTIONS

At ~~June~~December 3031, 2009 and ~~December~~September 3120, ~~2008~~2009, the Company owed $~~119~~98,329 ~~and $81,780, respectively,~~ to Martin Licht (Executive Vice President and Chairman) for expenses paid by him on behalf of the Company. This amount is non-interest bearing, unsecured, and due on demand; however the officer has agreed not to demand payments for one year.

6. ~~INTANGIBLE ASSETS~~ TAXES

~~The~~Effective ~~components~~October of1, ~~intangible~~2007, ~~assets~~the asCompany ofadopted ~~June~~the ~~30,~~provisions ~~2009~~for accounting for uncertainty in income taxes. Such provision provides detailed guidance for the financial statement recognition, measurement and ~~September~~disclosure 30of uncertain tax positions recognized in the financial statements. Upon the adoption, ~~2008~~the Company had no unrecognized tax benefits. During the three months ended December 31, ~~are~~2009, asthe ~~follows:~~Company recognized no adjustments for uncertain tax benefits.

Patent Cost		$	11,730
Total Net Carrying Amount		$	11,730

The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at December 31, 2009.

Intangible assets with a definite life are amortized over their legal or estimated useful lives, whichever is shorter. The Company reviews the carrying amounts of intangible assets with a definite life whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances might include changes in technology, significant litigation or other items. These costs are related to the application for a patent. At the point of the final determination of the patent, the amounts will either begin to be amortized or written off.7

7 Income taxes are computed using the asset and liability method of accounting. ~~ACQUISITION~~ Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at December 31, 2009.

OnThe ~~March~~Company ~~28,~~has ~~2006~~not filed and federal, ~~Market~~state ~~acquired~~of ~~LifeHealth~~local ~~Care,~~tax ~~Inc~~returns for five years. The ~~(“LHC”)~~Company ~~from~~expect ~~Martin~~so ~~Licht,~~file aall ~~director~~its ~~and~~delinquent ~~officer~~tax ofreturns within the ~~Market~~next &year. Such ~~Research~~returns ~~Corp~~may be subject to examination for certain years after the filings. ~~Market~~The &Company ~~Research~~does ~~Corp.~~not ~~issued 600,000,000~~expect ~~shares~~any ofsignificant changes ~~Common~~from ~~Stock~~the toexaminations ~~Martin~~that ~~Licht~~would toresult ~~acquire~~in ~~LHC~~a attax ~~$.002~~benefit ~~per~~or ~~share~~charge.

The ~~purchase~~Company ~~price~~has ~~was~~net ~~allocated~~operating onloss ~~the~~carryforwards ~~basis~~ of ~~the~~approximately ~~estimated fair values of the assets acquired and liabilities assumed which was~~ $1738,~~200,~~000~~. LHC~~ available ~~has~~to aoffset ~~product~~taxable ~~(an~~income ~~emergency~~through ~~dental kit) that is approved for sale in~~ the ~~European~~year ~~Union~~2028. ~~The life of this asset is indeterminable since the approval has no pre set lifespan. The acquisition was accounted for as a purchase.~~

Acquisition cost	$	1,200,000
Net assets acquired:
Current assets	$	10,639
Goodwill		1,169,199
Intellectual property		100,000
Patent		6,730
Total assets		117,369
Liabilities assumed		(86,568	)
Total liabilities		(86,568	)
Amount assigned to goodwill	$	1,169,199

The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $250,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a valuation allowance of $250,000 at December 31, 2009.

~~LHC has no revenues or tangible assets and will require a significant amount of financing in order to commence operations~~7. ~~The Company does not have access to the necessary financing at this time. If financing is not obtained~~ COMMITMENTS, ~~LHC~~CONTINGENCIES ~~will~~AND ~~not~~OTHER be able to commence operations. As of the date of acquisition, LHC had incurred cumulative losses of approximately $71,000. There is no certainty that even with adequate financing, LHC will be able to commence operations or obtain profitable status.MATTERS

InThe ~~accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), the~~ Company ~~evaluates~~has ~~goodwill~~contacted ~~and~~New ~~intangible~~York ~~assets~~University atSchool ~~least~~of ~~annually~~Dentistry ~~for~~to ~~impairment~~perform bytests ~~analyzing the estimated fair value based on the present value~~ of ~~discounted cash flows compared to~~ the ~~net book value. The~~ Company’s ~~will~~personal ~~write~~dental ~~off~~care ~~the~~lozenge ~~amount~~product ~~of any goodwill or intangible~~ in ~~excess~~a ofdouble ~~its~~blind ~~fair value~~study. ~~Management~~The ~~reviewed~~estimated ~~the~~total ~~goodwill~~cost atof ~~September 30, 2007 and determined that it was fully impaired and consequently wrote off~~ the ~~entire~~study ~~balance~~is of $1135,~~169,199~~000. ~~Management~~The ~~reviewed~~work ~~the~~on ~~CE Designation Cost intangible asset at June 30, 2008 and determined that it was fully impaired and consequently wrote off~~ the ~~entire~~study ~~balance~~has ofnot ~~$77,500~~yet commenced.

~~Intangible~~From ~~assets~~inception ~~with~~through athe ~~definite~~spin ~~life~~off ~~are~~date, ~~amortized~~The ~~over~~Company ~~their~~has ~~legal~~been orhoused ~~estimated~~in ~~useful~~the ~~lives,~~parent ~~whichever~~corporation’s is(Market ~~shorter.~~& ~~The~~Research ~~Company~~Corp.) ~~reviews~~offices ~~the~~at ~~carrying~~no ~~amounts~~charge ofdue ~~intangible~~to ~~assets~~the ~~with~~inactivity aof ~~definite~~the ~~life~~subsidiary. Subsequent ~~whenever~~to ~~events~~the orspin ~~changes~~off indate, ~~circumstance~~the ~~indicate~~Company ~~that~~will ~~the~~share ~~carrying~~office ~~amount~~space ofwith anMarket ~~asset~~& ~~may~~Research ~~not~~Corp. beat ~~recoverable.~~an ~~Such~~estimated ~~events~~cost orof ~~circumstances might include changes in technology~~$6,000 ~~significant~~per ~~litigation or other items~~year.

~~Intellectual property will be amortized over the estimated useful life of ten years.~~8

8. TAXES

Effective October 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During the three months ended December 31, 2008, the Company recognized no adjustments for uncertain tax benefits.

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at June 30, 2009.

The tax years 2003 through 2008 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.

The Company has net operating loss carryforwards of approximately $455,000 available to offset taxable income through the year 2028.

The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $155,000. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a valuation allowance of $155,000 at June 30, 2009.

9. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

The Company has contracted with New York University School of Dentistry to perform tests of the Company’s personal dental care lozenge product in a double blind study. The estimated total cost of the study is $135,000. The work on the study has not yet commenced and has temporarily been put on hold.

From inception through the spin off date, the Company has been housed in a related corporation’s (Market & Research Corp.) offices at no charge due to the inactivity of the subsidiary. Subsequent to the spin off date, the Company has shared office space with Market & Research Corp. at a cost of $3,500 per month.

10. INVESTMENT

In September 2008 the Company issued 1,187,861 common shares for an interest in a patent owned by Henryk Jakubowski, a director and officer of the Company for the lozenges. Mr. Jakubowski retained 100% of ownership in the patent.

The Company has begun taking steps to unwind its relationship with Mr. Jakubowski. As a result, the Company has written off its entire investment in the patent during the quarter ended June 30, 2009. Mr. Jakubowski no longer serves as officer or director of the Company. The Company does not know what impact these proceedings will have on the future of the Company. It is management’s opinion that Mr. Jakubowski will dispute the Company’s right to unwind the Company’s transactions with him and may take legal action. If a consensual agreement can not be reached, the Company may be drawn into such a litigation, the outcome of which can not be predicted.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion should be read in conjunction with the Financial Statements included in this report and is qualified in its entirety by the foregoing.

Forward-Looking Statements

This report contains “forward-looking statements”, which involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. These forward-looking statements generally are based on our best estimates of future results, performances or achievements, based upon current conditions and assumptions. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “can,” “could,” “project,” “expect,” “believe,” “plan,” “predict,” “estimate,” “anticipate,” “intend,” “continue,” “potential,” “would,” “should,” “aim,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. These risks and uncertainties include, but are not limited to:

Ÿ· general economic conditions in both foreign and domestic markets,

Ÿ· cyclical factors affecting our industry,

Ÿ· lack of growth in our industry,

Ÿ· our ability to comply with government regulations,

Ÿ· a failure to manage our business effectively and profitably, · our ability to sell both new and existing products and services at profitable yet competitive prices, and

Ÿ· ~~our~~other ~~ability~~risks toand ~~sell~~uncertainties ~~both~~set ~~new~~forth ~~and~~from ~~existing~~time ~~products~~to ~~and~~time ~~services~~in atour ~~profitable~~filings ~~yet~~with ~~competitive~~the ~~prices,~~Securities and Exchange Commission.

Ÿ other risks and uncertainties set forth from time to time in our filings with the Securities and Exchange Commission.

You should carefully consider these risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause actual results to differ materially from those provided in the forward-looking statements. LifeHealthCare, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

LifeHealthCare, Inc. is a Delaware company that was acquired and then recently divested from Market & Research Corp. ("Market") (formerly known as Cable & Co. Worldwide, Inc., a Delaware corporation), in connection with a spin-off by Market & Research Corp. that became effective September 12, 2008. The Company is a development stage company that focuses on providing products in the dental and healthcare marketplaces and is currently seeking financing to market its products and to develop additional healthcare products.

Recent Events

None

Results of Operations

Quarter ended ~~June~~December 3031, 2009 as compared to quarter ended ~~June~~December 3031, 2008

REVENUES

None.

DIRECTORS FEES

The Company recognized $54,400 during fiscal 2009 and $0 during fiscal 2008 in directors fees primarily related to amortization of a stock grant for 2009 granted in fiscal 2008.

PROFESSIONAL EXPENSES

The Company recognized $3156,~~419~~000 during fiscal ~~2009~~2010 and $5176,~~000~~475 during fiscal ~~2008~~2009 in professional fees. ~~The increase is primarily related to efforts to develop the Company’s website in fiscal 2009.~~

IMPAIRMENT LOSS

The Company recognized $100,000 during fiscal 2009 and $77,500 during fiscal 2008 in impairment losses. The increase is primarily related to efforts to write off the investment in Mr. Jakubowski’s organization in fiscal 2009.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company recognized $261,~~937~~500 during fiscal ~~2009~~2010 and $564,~~000~~914 during fiscal ~~2008~~2009 in ~~professional~~general ~~fees~~ and administrative expenses ~~primarily related to efforts to locate financing and initiate operations the Company in fiscal 2009~~.

PROVISION FOR INCOME TAXES

The ~~deferred~~Company had no income tax ~~asset~~expense, ~~generated~~net byof ~~the~~valuation ~~tax~~allowance ~~losses~~on ~~and~~deferred ~~temporary~~taxes ~~differences~~in ~~has~~either ~~been~~2010 ~~fully~~or ~~reserved~~2009.

NET LOSS

The Company recognized net losses of $~~212~~57,~~756~~500 during the ~~third~~first quarter of fiscal ~~2009~~2010 as compared to $85241,~~000~~388 during the same period last year for an overall increase in net loss of $~~127~~183,~~756~~888. The increase in ~~Company~~the ~~losses~~loss ~~were~~is primarily due to ~~locate~~the ~~financing~~amortization ~~and~~of ~~start~~prepaid director fees of $27,200 and the ~~Company~~issuance of common shares for services of $158,480 in 2009.

Nine months ended June 30, 2009 as compared to nine months ended June 30, 2008

REVENUES

None.

DIRECTORS FEES

The Company recognized $81,600 during fiscal 2009 and $0 during fiscal 2008 in directors fees primarily related to amortization of a stock grant for 2009 granted in fiscal 2008.

PROFESSIONAL EXPENSES

The Company recognized $210,442 during fiscal 2009 and $9,263 during fiscal 2008 in professional fees. The increase is primarily related to efforts to develop the Company’s website, to locate financing and initiate operations of the Company in fiscal 2009.

IMPAIRMENT LOSS

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company recognized $64,651 in administrative expenses in fiscal 2009. The expenses during the comparable period the prior year of $7,500. The increase in the expense was due to efforts to locate financing and initiate operations the Company in fiscal year 2009.

PROVISION FOR INCOME TAXES

The deferred tax asset generated by the tax losses and temporary differences has been fully reserved.

NET LOSS

The Company recognized net losses of $456,693, during the first nine months of fiscal 2008 as compared to $94,263 during the same period the prior fiscal year for an overall increase in net loss of $362,430. The increase in the loss was due to the professional fees paid for with stock issuance, and efforts to locate financing and initiate operations the Company in fiscal year 2009.

Financial Condition, Liquidity and Capital Resources

The Company intends to seek financing to commence operations in the near future. There can not be any assurance that the Company will be able to secure any such financing.

The Company has negative working capital. Until it secures financing, it is unlikely that the Company will have any working capital. The Company’s cash needs are being met by advances from its largest shareholder. It is not known how much longer the shareholder will continue to support the company’s cash needs.

The Company does not have any assets with which it can satisfy any of its outstanding obligations. The Company’s ability to survive is in question. The Company is dependent on issuing its stock to exchange for goods and services.

Seasonal Fluctuations

There have been no fluctuations in our business to date which can be attributed to seasonality.

Employment Agreements

Currently, we have no written employment agreements with any of our employees or officers.

Additional Employee Benefits: The Company has no employees.

Capital Commitments

The Company currently has no commitments for capital expenditures.

Trends

None., The Company does not have any operations at this time.

~~ITEM 3. Quantitative and Qualitative Disclosures about Market Risk~~ 10

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Risk Factors

We have a limited operating history and a history of substantial operating losses and we may not be able to continue our business.

We have a history of substantial operating losses as of ~~June~~December 3031, 2009. For the ~~nine~~three months ended ~~June~~December 3031, 2009, our net loss was $~~456~~57,~~694~~500. We have historically experienced cash flow difficulties primarily because our expenses have exceeded our revenues. We ~~expect~~ expect to incur additional operating losses for the immediate near future. These factors, among others, raise significant doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from our operations to pay expenses or we are unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and adversely affected.

We will need additional financing in order to continue our operations which we may not be able to raise.

We will require additional capital to finance our future operations. We can provide no assurance that we will obtain additional financing sufficient to meet our future needs on commercially reasonable terms or otherwise. If we are unable to obtain the necessary financing, our business, operating results and financial condition will be materially and adversely affected.

If we are unable to successfully integrate acquisitions, our revenue growth and future profitability may be negatively impacted.

The process of integrating an acquired business, technology or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention and capital that would otherwise be available for ongoing development of our business. In addition, we may not be able to maintain the levels of operating efficiency that any company we may acquire achieved or might have achieved separately. Additional risks we face include:

the need to implement or remediate controls, procedures and policies appropriate for a public company in an acquired company that, prior to the acquisition, lacked these controls, procedures and policies;

cultural challenges associated with integrating employees from an acquired company or business into our organization;

retaining key employees from the businesses we acquire;

the need to integrate an acquired company’s accounting, management information, human resource and other administrative systems to permit effective management; and

to the extent that we engage in strategic transactions outside of the United States, we face additional risks, including risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Future acquisitions and investments could involve the issuance of our equity securities, potentially diluting our existing shareholders, the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, intangibles, or acquired in-process technology, or other increased expenses, any of which could harm our financial condition. Our shareholders may not have the opportunity to review, vote on or evaluate future acquisitions or investments.

We do not expect to pay dividends on our common stock.

We have not declared dividends on our common stock since our incorporation and we have no present intention of paying dividends on our common stock.

MANY OF THESE RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND ARE DIFFICULT FOR US TO FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS.

Critical Accounting Policies

The following is a discussion of the accounting policies that the Company believes are critical to its operations:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The ~~Company~~income ~~accounts~~tax ~~for~~(provision) ~~its~~benefit ~~income~~is ~~taxes~~computed ~~using~~on ~~SFAS~~the ~~No.~~basis ~~109,~~of ~~“Accounting~~the ~~for~~various ~~Income~~tax ~~Taxes”,~~jurisdictions' ~~which~~income ~~requires~~or ~~the~~loss ~~recognition~~before ofincome ~~deferred~~taxes. ~~tax~~Deferred ~~liabilities~~income ~~and~~taxes ~~assets~~reflect ~~for~~the ~~expected~~tax ~~future~~effects ~~tax~~of ~~consequences~~differences between the carrying amounts of ~~events~~assets ~~that~~and ~~have~~liabilities ~~been~~for ~~included~~financial inreporting purposes and the ~~financial statements~~amounts orused for income tax ~~returns~~purposes. ~~Under~~ The ~~this~~Company ~~method,~~uses ~~deferred~~judgment ~~tax~~and ~~liabilities~~assumptions ~~and~~to ~~assets~~determine ~~are~~if ~~determined~~valuation ~~based~~allowances onfor ~~the~~deferred ~~difference~~income ~~between~~tax ~~the~~assets ~~financial~~are ~~statement~~required ~~and~~if ~~tax~~realization ~~bases~~is ofnot ~~assets~~likely ~~and~~by ~~liabilities~~considering ~~using~~future ~~enacted~~market ~~tax~~growth, ~~rates~~forecasted inoperations, ~~effect~~future ~~for~~taxable income, and the ~~year~~amounts inof ~~which~~earnings in the ~~differences~~tax ~~are~~jurisdictions ~~expected~~in towhich ~~reverse~~it operates.

~~Effective~~The ~~January~~Company 1,considers ~~2007,~~income ~~the~~taxes ~~Company~~in ~~adopted~~each of the ~~provisions~~tax ofjurisdictions ~~FASB~~in ~~Interpretation~~which ~~No.~~it 48operates ~~(“FIN~~in ~~48”),~~order ~~“Accounting~~to ~~for~~determine ~~Uncertainty~~its ineffective ~~Income~~income ~~Taxes~~tax —rate. AnCurrent ~~Interpretation~~income oftax ~~FASB~~exposure ~~Statement~~is ~~No.~~identified ~~109.”~~and ~~FIN~~temporary 48differences ~~provides~~resulting ~~detailed~~from ~~guidance~~differing treatments of items for ~~the~~tax and financial ~~statement~~reporting ~~recognition,~~purposes ~~measurement~~are ~~and~~assessed. ~~disclosure~~These differences ofresult ~~uncertain~~in deferred tax ~~positions~~assets ~~recognized~~and inliabilities, ~~the~~which ~~financial~~are ~~statements~~included in ~~accordance~~the ~~with~~Company's ~~SFAS~~balance Nosheets. ~~109.~~Additionally, ~~Tax~~the ~~positions~~Company ~~must~~evaluates ~~meet~~the arecoverability “of deferred income tax assets from future taxable income and establishes valuation allowances if recovery is deemed not more- likely- than- not”. ~~recognition~~Accordingly, ~~threshold~~income attaxes in the ~~effective~~statements ~~date~~of tooperations beare ~~recognized~~impacted ~~upon~~by changes in the ~~adoption~~valuation ofallowance. ~~FIN~~Significant 48management estimates and judgment are required in ~~subsequent~~determining ~~periods.~~any ~~Upon~~valuation ~~the~~allowance ~~adoption~~recorded ofagainst net ~~FIN~~deferred ~~48,~~tax ~~the~~assets. The Company ~~had~~accounts nofor uncertain tax positions by recording a liability for unrecognized tax benefits. ~~During~~resulting ~~the~~from ~~three~~uncertain ~~months~~tax ~~ended~~positions ~~December 31~~taken, ~~2008,~~or ~~the~~expected ~~Company~~to ~~recognized~~be notaken, ~~adjustments~~in ~~for~~its ~~uncertain~~ tax ~~benefits~~returns.

~~Intangible~~The ~~Assets~~Company has not filed any federal, state or local tax returns for five years. The Company expects to file all its delinquent tax returns within the next year.

Intangible assets are comprised of patent and CE costs and a CE designation. Intangible assets, excluding goodwill, are stated on the basis of cost and will be amortized on a straight-line basis over estimated lives of ten years. Intangible assets with indefinite lives are not amortized but are evaluated for impairment annually unless circumstances dictate otherwise. Management periodically reviews intangible assets for impairment based on an assessment of undiscounted future cash flows, which are compared to the carrying value of the intangible assets. Should these cash flows not equal or exceed the carrying value of the intangible, a discounted cash flow model is used to determine the extent of any impairment charge required.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

ITEM 4T. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure (1) that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (2) that this information is accumulated and communicated to our management, including our Chief Executive Officer and ~~Assistant~~ Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Prior to the filing date of this report, under the supervision and review of our Chief Executive Officer and Assistant Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Assistant Chief Financial Officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information regarding that is required to be included in our periodic reports to the SEC.12

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Prior to the filing date of this report, under the supervision and review of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information regarding that is required to be included in our periodic reports to the SEC.

In addition, there have been no significant changes in our internal controls or in other factors that could significantly affect those controls that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We can provide no assurance, however, that our system of disclosure controls and procedures will always achieve its stated goals under all future conditions, no matter how remote.

PART II - OTHER INFORMATION

~~Item~~ITEM 1. Legal Proceedings

None

~~Item~~ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

~~Item~~ITEM 3. Defaults Upon Senior Securities

Not applicable.

~~Item~~ITEM 4. Submission of Matters to a Vote of Security Holders

None

~~Item~~ITEM 5. Other Information

Not applicable.

~~Item 6. Exhibits~~ 13

Number		Description
3.1		Articles of incorporation, including amendments, incorporated by reference to the registrant’s Form 10 filed on July 16, 2008
3.2		By laws, including amendments, incorporated by reference to the registrant’s Form 10 filed on July 16, 2008
10.1		Form 10, dated as of July 16, 2008
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Assistant Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Assistant Chief Financial Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

ITEM 6. Exhibits

Number		Description

3.1		Articles of incorporation, including amendments, incorporated by reference to the registrant’s Form 10 filed on July 16, 2008

3.2		By laws, including amendments, incorporated by reference to the registrant’s Form 10 filed on July 16, 2008

10.1		Form 10, dated as of July 16, 2008

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 duly authorized.

Date: ~~August~~February 1819, ~~2009~~2010

LIFEHEALTHCARE CORP. /s/ Martin C. Licht Martin C. Licht Chairman and Executive Vice President

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 duly authorized.

Date: ~~August~~February 1819, ~~2009~~2010

LIFEHEALTHCARE CORP. /s/ ~~John~~David ~~Grippo~~Khazak ~~John~~David ~~Grippo~~Khazak Assistant Chief Financial Officer

Filing Compare · LIFEHEALTHCARE, INC.