LIFEHEALTHCARE, INC. - FORM 10-Q

Attached files

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EX-31.1 - CERTIFICATION - LIFEHEALTHCARE, INC.	ex-31_1.htm
EX-32.2 - CERTIFICATION - LIFEHEALTHCARE, INC.	ex-32_2.htm
EX-31.2 - CERTIFICATION - LIFEHEALTHCARE, INC.	ex-31_2.htm
EX-32.1 - CERTIFICATION - LIFEHEALTHCARE, INC.	ex-32_1.htm

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 December 31, 2009

¨ 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 0-20769

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.

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common stock outstanding as of February 19, 2010 was 30,149,265.

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 December 31, 2009 (Unaudited) and September 30, 2009	2

	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 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. FINANCIAL STATEMENTS

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 of December 31, 2009 and the results of operations and cash flows for the interim periods of the fiscal year ending September 30, 2010 ("fiscal 2010") and the fiscal year ended September 30, 2009 ("fiscal 2009") presented herein. The results of operations for any interim period are not 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, 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 December 31, 2009, the Company had no established source of revenues and has accumulated losses of approximately $1,932,000 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.

SUBSEQUENT EVENTS

The Company has evaluated events subsequent to the balance sheet date for potential recognition or disclosure, through February 19, 2010, the date the financial statements were available to be issued.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2009 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles”. ASC 105 establishes the Codification as the sole source of authoritative accounting principles to be applied in the preparation of financial statements in conformity with GAAP. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition - Multiple-Deliverable Revenue Arrangements”. The guidance in ASU 2009-13 amends the criteria for separating consideration in multiple-deliverable arrangements and expands required disclosures related to a company’s multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for fiscal years beginning on or after June 15, 2010. The Company is currently assessing the impact that adoption will have on its financial position or results of operations.

In June 2009 the Company adopted ASC 855, “Subsequent Events”, which establishes the general standards of accounting for and disclosures required for events occurring after the balance sheet date but before financial statements are issued or are available to be issued. Under ASC 855 the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, are required to be recognized in the financial statements. Subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before financial statements are issued or are available to be issued should not be recognized in the financial statements but may need to be disclosed to prevent the financial statements from being misleading. The adoption did not have a material impact on the subsequent events that we report, either through recognition or disclosure, in our financial statement.

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.

In December 2007 the FASB issued ASC 805, “Business Combinations”. Under ASC 805, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires 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 a prospective basis beginning 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. 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 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 December 31, 2009 and 2008.

4. STOCK-BASED COMPENSATION

The Company applies the provisions of ASC 718, “Compensation — Stock Compensation”, which requires companies to measure all employee stock-based compensation awards using a fair value method and recognize compensation cost in its financial statements. The Company recognizes the fair value of stock-based compensation awards as selling, general and administrative expense in the consolidated statements of operations on a straight-line basis over the vesting 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 December 31, 2009 and September 20, 2009, the Company owed $98,329 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. TAXES

Effective October 1, 2007, the Company adopted the provisions for accounting for uncertainty in income taxes. Such provision provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Upon the adoption, the Company had no unrecognized tax benefits. During the three months ended December 31, 2009, the Company recognized no adjustments for uncertain tax benefits.

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.

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 December 31, 2009.

The Company has not filed and federal, state of local tax returns for five years. The Company expect so file all its delinquent tax returns within the next year. Such returns may be subject to examination for certain years after the filings. The Company does not expect any significant changes from the examinations that would result in a tax benefit or charge.

The Company has net operating loss carryforwards of approximately $738,000 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 $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.

7. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

The Company has contacted 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.

From inception through the spin off date, The Company has been housed in the parent corporation’s (Market & Research Corp.) offices at no charge due to the inactivity of the subsidiary. Subsequent to the spin off date, the Company will share office space with Market & Research Corp. at an estimated cost of $6,000 per year.

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:

general economic conditions in both foreign and domestic markets,

cyclical factors affecting our industry,

lack of growth in our industry,

our ability to comply with government regulations,

	·	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

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 December 31, 2009 as compared to quarter ended December 31, 2008

REVENUES

None.

PROFESSIONAL EXPENSES

The Company recognized $56,000 during fiscal 2010 and $176,475 during fiscal 2009 in professional fees.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The Company recognized $1,500 during fiscal 2010 and $64,914 during fiscal 2009 in general and administrative expenses.

PROVISION FOR INCOME TAXES

The Company had no income tax expense, net of valuation allowance on deferred taxes in either 2010 or 2009.

NET LOSS

The Company recognized net losses of $57,500 during the first quarter of fiscal 2010 as compared to $241,388 during the same period last year for an overall increase in net loss of $183,888. The increase in the loss is primarily due to the amortization of prepaid director fees of $27,200 and the issuance of common shares for services of $158,480 in 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

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 December 31, 2009. For the three months ended December 31, 2009, our net loss was $57,500. We have historically experienced cash flow difficulties primarily because our expenses have exceeded our revenues. We 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 income tax (provision) benefit is computed on the basis of the various tax jurisdictions' income or loss before income taxes. Deferred income taxes reflect the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company uses judgment and assumptions to determine if valuation allowances for deferred income tax assets are required if realization is not likely by considering future market growth, forecasted operations, future taxable income, and the amounts of earnings in the tax jurisdictions in which it operates.

The Company considers income taxes in each of the tax jurisdictions in which it operates in order to determine its effective income tax rate. Current income tax exposure is identified and temporary differences resulting from differing treatments of items for tax and financial reporting purposes are assessed. These differences result in deferred tax assets and liabilities, which are included in the Company's balance sheets. Additionally, the Company evaluates the recoverability of deferred income tax assets from future taxable income and establishes valuation allowances if recovery is deemed not more likely than not. Accordingly, income taxes in the statements of operations are impacted by changes in the valuation allowance. Significant management estimates and judgment are required in determining any valuation allowance recorded against net deferred tax assets. The Company accounts for uncertain tax positions by recording a liability for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in its tax returns.

The 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.

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 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 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 1. Legal Proceedings

None

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

None

ITEM 3. Defaults Upon Senior Securities

Not applicable.

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

None

ITEM 5. Other Information

Not applicable.

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: February 19, 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: February 19, 2010

		LIFEHEALTHCARE CORP.

		/s/ David Khazak
		David Khazak
		Assistant Chief Financial Officer

LIFEHEALTHCARE, INC. - FORM 10-Q - February 19, 2010

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LIFEHEALTHCARE, INC. Reports