##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q/A
 Amendment No. 1
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008
 or
 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 000-05663
 LIBERATOR MEDICAL HOLDINGS, INC.
  NEVADA
    
    87-0267292(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2979 SE Gran Park Way, Stuart, Florida 34997  (Address of principal executive offices) (Zip Code)
 (772) 287-2414  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 Class
    
    Outstanding as of February 4, 2009Common Stock, $.001
    
    32,043,766




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements
    
    3Balance Sheets as of December 31, 2008 (unaudited) and September 30, 2008
    
    3Statements of Operations for the three months ended December 31, 2008 and 2007 (unaudited)
    
    4Statement of Changes in Stockholders Equity for the three months ended December 31, 2008 (unaudited)
    
    5Statements of Cash Flows for the three months ended December 31, 2008 and 2007 (unaudited)
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    18PART II  OTHER INFORMATIONItem 6. Exhibits
    
    22SIGNATURES
    
    23EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Explanatory Note  Restatement of Financial Information
     
    
    Part 1  Item 1. Condensed Consolidated Financial Statements
    
    Part 1  Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operation
    
    Part II  Item 6. Exhibits
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Liberator Medical Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 (As Restated)December 31,
    
    
    September 30,2008
    
    
    2008(Unaudited)AssetsCurrent AssetsCash
    
    $
    3,761,607
    
    
    $
    1,173,018Accounts receivable, net of allowance for
doubtful accounts of $1,512,786 and $1,055,606,
respectively
    
    
    2,916,544
    
    
    
    2,405,102Prepaid expenses
    
    
    209,545
    
    
    
    321,182Inventory, net of allowance for obsolete
inventory of $50,000 and $50,000, respectively
    
    
    1,060,298
    
    
    
    785,884Deferred advertising, current portion
    
    
    977,740
    
    
    
    769,851Other
    
    
    4,463
    
    
    
    1,848Total Current Assets
    
    
    8,930,197
    
    
    
    5,456,885Property and EquipmentProperty and Equipment, net of accumulated
depreciation of $780,952 and $714,641,
respectively
    
    
    796,111
    
    
    
    815,833Other AssetsDeferred advertising, net of current portion
    
    
    841,586
    
    
    
    660,524Deferred loan costs
    
    
    699,302
    
    
    
    492,821Deposits
    
    
    129,759
    
    
    
    100,089Total Other Assets
    
    
    1,670,647
    
    
    
    1,253,434Total Assets
    
    $
    11,396,955
    
    
    $
    7,526,152Liabilities and Stockholders EquityCurrent LiabilitiesAccounts payable
    
    $
    1,828,484
    
    
    $
    900,448Accrued liabilities
    
    
    277,697
    
    
    
    289,848Stockholder loan
    
    
    1,664,649
    
    
    
    1,664,649Convertible notes payable, net of unamortized
discount of $26,786 and $56,833, respectively
    
    
    825,708
    
    
    
    772,163Capital lease obligations, current portion
    
    
    54,125
    
    
    
    50,816Deferred rent liability, current portion
    
    
    50,920
    
    
    
    48,261Total Current Liabilities
    
    
    4,701,583
    
    
    
    3,726,185Long-Term LiabilitiesConvertible notes payable, net of unamortized
discount of $789,709 and $748,921, respectively
    
    
    5,242,603
    
    
    
    2,788,704Capital lease obligations, net of current portion
    
    
    80,594
    
    
    
    82,155Deferred rent liability, net of current portion
    
    
    199,449
    
    
    
    214,215Total Long-Term Liabilities
    
    
    5,522,646
    
    
    
    3,085,074Total Liabilities
    
    
    10,224,229
    
    
    
    6,811,259Stockholders EquityCommon stock, $.001 par value, 200,000,000
shares authorized, 32,050,366 shares issued,
32,043,766 and 32,050,366 shares outstanding at
December 31, 2008 and September 30, 2008,
respectively
    
    
    32,050
    
    
    
    32,050Additional paid-in capital
    
    
    11,392,700
    
    
    
    11,177,266Accumulated deficit
    
    
    (10,248,701
    )
    
    
    (10,494,423
    )1,176,049
    
    
    
    714,893Less: Treasury stock, at cost (6,600 shares)
    
    
    (3,323
    )
    
    
    Total Stockholders Equity
    
    
    1,172,726
    
    
    
    714,893Total Liabilities and Stockholders Equity
    
    $
    11,396,955
    
    
    $
    7,526,152
  3




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##### Table of Contents



Liberator Medical Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the three months ended December 31, 2008 and 2007
(Unaudited)
 Three Months EndedDecember 31,2008(As Restated)
    
    
    2007Sales
    
    $
    5,341,840
    
    
    $
    1,429,465Cost of Sales
    
    
    1,841,126
    
    
    
    521,625Gross Profit
    
    
    3,500,714
    
    
    
    907,840Operating ExpensesPayroll, taxes and benefits
    
    
    1,065,103
    
    
    
    567,485Advertising
    
    
    297,794
    
    
    
    67,666Bad debts
    
    
    678,982
    
    
    
    154,917Depreciation
    
    
    66,309
    
    
    
    45,900General and administrative
    
    
    882,165
    
    
    
    599,789Total Operating Expenses
    
    
    2,990,353
    
    
    
    1,435,757Income (Loss) from Operations
    
    
    510,361
    
    
    
    (527,917
    )Other Income (Expense)Interest expense
    
    
    (272,512
    )
    
    
    (51,258
    )Interest income
    
    
    7,873
    
    
    
    Total Other Income (Expense)
    
    
    (264,639
    )
    
    
    (51,258
    )Income (Loss) before Income Taxes
    
    
    245,722
    
    
    
    (579,175
    )Provision for Income Taxes
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    245,722
    
    
    $
    (579,175
    )Basic earnings (loss) per share:Weighted average shares outstanding
    
    
    32,049,381
    
    
    
    31,305,895Earnings (loss) per share
    
    $
    0.01
    
    
    $
    (0.02
    )Diluted earnings (loss) per share:Weighted average shares outstanding
    
    
    35,969,716
    
    
    
    31,305,895Earnings (loss) per share
    
    $
    0.01
    
    
    $
    (0.02
    )
  4




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##### Table of Contents



Liberator Medical Holdings, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders Equity
For the three months ended December 31, 2008 (As Restated)
(Unaudited)
 TotalCommon
    
    
    Common
    
    
    Paid in
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    EquityBalance at September 30, 2008
    
    
    32,050,366
    
    
    $
    32,050
    
    
    $
    11,177,266
    
    
    $
    (10,494,423
    )
    
    $
    
    
    
    $
    714,893Options issued to employees
    
    
    
    
    
    
    
    
    
    
    23,188
    
    
    
    
    
    
    
    
    
    
    
    23,188Warrants issued with convertible debt
    
    
    
    
    
    
    
    
    
    
    192,246
    
    
    
    
    
    
    
    
    
    
    
    192,246Purchase common treasury sock
    
    
    (6,600
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,323
    )
    
    
    (3,323
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    245,722
    
    
    
    
    
    
    
    245,722Balance at December 31, 2008
    
    
    32,043,766
    
    
    $
    32,050
    
    
    $
    11,392,700
    
    
    $
    (10,248,701
    )
    
    $
    (3,323
    )
    
    $
    1,172,726
  5




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Liberator Medical Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the three months ended December 31, 2008 and 2007
(Unaudited)
 2008(As Restated)
    
    
    2007Cash flow from operating activities:Net Income (Loss)
    
    $
    245,722
    
    
    $
    (579,175
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    357,144
    
    
    
    113,566Equity based compensation
    
    
    136,025
    
    
    
    264,252Bad debt expense
    
    
    678,982
    
    
    
    154,917Non-cash interest related to convertible note payable
    
    
    161,788
    
    
    
    Amortization of loan issuance costs
    
    
    9,968
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,190,424
    )
    
    
    (465,949
    )Prepaid expenses and other current assets
    
    
    (3,815
    )
    
    
    (94,562
    )Deposits
    
    
    (29,670
    )
    
    
    (2,135
    )Inventory
    
    
    (274,414
    )
    
    
    528Accounts payable
    
    
    928,036
    
    
    
    157,165Accrued expenses
    
    
    6,033
    
    
    
    (8,674
    )Deferred rent
    
    
    (12,107
    )
    
    
    (10,495
    )Deferred loan costs
    
    
    113,729
    
    
    
    Deferred advertising
    
    
    (679,786
    )
    
    
    (157,031
    )Net Cash Flow Provided by (Used in) Operating Activities
    
    
    447,211
    
    
    
    (627,593
    )Cash flow from investing activities:Purchase of property and equipment
    
    
    (29,177
    )
    
    
    (96,122
    )Net Cash Flow Used in Investing Activities
    
    
    (29,177
    )
    
    
    (96,122
    )Cash flow from financing activities:Proceeds from sale of stock
    
    
    
    
    
    
    672,700Proceeds from issuance of convertible notes
    
    
    2,500,000
    
    
    
    Broker commissions
    
    
    (203,056
    )
    
    
    Legal and other fees paid
    
    
    (107,404
    )
    
    
    Purchase of treasury stock
    
    
    (3,323
    )
    
    
    Payments of long-term debt and capital lease obligations
    
    
    (15,662
    )
    
    
    (66,605
    )Net Cash Flow Provided by Financing Activities
    
    
    2,170,555
    
    
    
    606,095Net (decrease) increase in cash
    
    
    2,588,589
    
    
    
    (117,620
    )Cash at beginning of period
    
    
    1,173,018
    
    
    
    176,819Cash at end of period
    
    $
    3,761,607
    
    
    $
    59,199Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    92,540
    
    
    $
    51,258Supplemental schedule of non-cash investing and financing activities:Capital expenditures funded by capital lease borrowings
    
    $
    17,410
    
    
    $
    
  6




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Liberator Medical Holdings, Inc. and Subsidiaries
Notes To The Unaudited Condensed Consolidated Financial Statements
December 31, 2008 (As Restated)
 Note 1  Basis of Presentation
    Note 2  Summary of Significant Accounting Policies
  Recently Adopted Accounting Pronouncements
 Fair Value
Measurements Effective
Dates of FASB Statement No. 157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115
 7




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The Hierarchy of Generally Accepted Accounting
Principles
 Recent Accounting Pronouncements
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an Amendment of ARB No. 51
 Accounting for Collaborative
Arrangements
 Disclosures about Derivative Instruments and Hedging Activities.
 Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities
 8




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Equity Method Investment Accounting Considerations
 Note 3  Restatement of Previously Issued Financial Statements
   Duplicate Postings of Sales Invoices
   Accrued Expenses
  Condensed Consolidated Financial Statement Reconciliations
  9




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Condensed Consolidated Balance Sheet as December 31, 2008 (Unaudited):
 Duplicate
    
    
    AccruedAs Reported
    
    
    Postings
    
    
    Expenses
    
    
    RestatedASSETSCurrent AssetsCash
    
    $
    3,761,607
    
    
    
    
    
    
    
    
    
    
    $
    3,761,607Accounts receivable
    
    
    3,029,627
    
    
    
    (113,083
    )
    
    
    
    
    
    
    2,916,544Prepaid expenses
    
    
    209,545
    
    
    
    
    
    
    
    
    
    
    
    209,545Inventory
    
    
    1,030,507
    
    
    
    29,791
    
    
    
    
    
    
    
    1,060,298Deferred advertising, current portion
    
    
    977,740
    
    
    
    
    
    
    
    
    
    
    
    977,740Other
    
    
    4,463
    
    
    
    
    
    
    
    
    
    
    
    4,463Total Current Assets
    
    
    9,013,489
    
    
    
    (83,292
    )
    
    
    
    
    
    
    8,930,197Property and Equipment
    
    
    796,111
    
    
    
    
    
    
    
    
    
    
    
    796,111Other Assets
    
    
    1,670,647
    
    
    
    
    
    
    
    
    
    
    
    1,670,647Total Assets
    
    $
    11,480,247
    
    
    
    (83,292
    )
    
    
    
    
    
    $
    11,396,955LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    1,828,484
    
    
    
    
    
    
    
    
    
    
    $
    1,828,484Accrued liabilities
    
    
    229,945
    
    
    
    
    
    
    
    47,752
    
    
    
    277,697Stockholder loan
    
    
    1,664,649
    
    
    
    
    
    
    
    
    
    
    
    1,664,649Convertible notes payable
    
    
    825,708
    
    
    
    
    
    
    
    
    
    
    
    825,708Capital lease obligations, current portion
    
    
    54,125
    
    
    
    
    
    
    
    
    
    
    
    54,125Deferred rent liability, current portion
    
    
    50,920
    
    
    
    
    
    
    
    
    
    
    
    50,920Total Current Liabilities
    
    
    4,653,831
    
    
    
    
    
    
    
    47,752
    
    
    
    4,701,583Total Long-Term Liabilities
    
    
    5,522,646
    
    
    
    
    
    
    
    
    
    
    
    5,522,646Total Liabilities
    
    
    10,176,477
    
    
    
    
    
    
    
    
    
    
    
    10,224,229Stockholders EquityCommon stock
    
    
    32,050
    
    
    
    
    
    
    
    
    
    
    
    32,050Additional paid-in capital
    
    
    11,392,700
    
    
    
    
    
    
    
    
    
    
    
    11,392,700Accumulated deficit
    
    
    (10,117,657
    )
    
    
    (83,292
    )
    
    
    (47,752
    )
    
    
    (10,248,701
    )1,307,093
    
    
    
    (83,292
    )
    
    
    (47,752
    )
    
    
    1,176,049Less: Treasury stock
    
    
    (3,323
    )
    
    
    
    
    
    
    
    
    
    
    (3,323
    )Total Stockholders Equity
    
    
    1,303,770
    
    
    
    (83,292
    )
    
    
    (47,752
    )
    
    
    1,172,726Total Liabilities and Stockholders Equity
    
    $
    11,480,247
    
    
    
    (83,292
    )
    
    
    
    
    
    $
    11,396,955
 10




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Condensed Consolidated Statement of Operations for the three months ended December 31, 2008:
 Duplicate
    
    
    AccruedAs Reported
    
    
    Postings
    
    
    Expenses
    
    
    RestatedSales
    
    $
    5,454,923
    
    
    
    (113,083
    )
    
    
    
    
    
    $
    5,341,840Cost of Sales
    
    
    1,849,720
    
    
    
    (29,791
    )
    
    
    21,197
    
    
    
    1,841,126Gross Profit
    
    
    3,605,203
    
    
    
    (83,292
    )
    
    
    (21,197
    )
    
    
    3,500,714Operating ExpensesPayroll, taxes and benefits
    
    
    1,049,589
    
    
    
    
    
    
    
    15,514
    
    
    
    1,065,103Advertising
    
    
    297,794
    
    
    
    
    
    
    
    
    
    
    
    297,794Bad debts
    
    
    678,982
    
    
    
    
    
    
    
    
    
    
    
    678,982Depreciation
    
    
    66,309
    
    
    
    
    
    
    
    
    
    
    
    66,309General and administrative
    
    
    871,124
    
    
    
    
    
    
    
    11,041
    
    
    
    882,165Total Operating Expenses
    
    
    2,963,798
    
    
    
    
    
    
    
    26,555
    
    
    
    2,990,353Income (Loss) from Operations
    
    
    641,405
    
    
    
    (83,292
    )
    
    
    (47,752
    )
    
    
    510,361Total Other Income (Expense)
    
    
    (264,639
    )
    
    
    
    
    
    
    
    
    
    
    (264,639
    )Income (Loss) before Income Taxes
    
    
    376,766
    
    
    
    (83,292
    )
    
    
    (47,752
    )
    
    
    245,722Provision for Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    376,766
    
    
    
    (83,292
    )
    
    
    (47,752
    )
    
    $
    245,722Basic earnings (loss) per share:Weighted average shares outstanding
    
    
    32,049,381
    
    
    
    32,049,381
    
    
    
    32,049,381
    
    
    
    32,049,381Earnings (loss) per share
    
    $
    0.01
    
    
    
    0.00
    
    
    
    0.00
    
    
    $
    0.01Diluted earnings (loss) per share:Weighted average shares outstanding
    
    
    35,969,716
    
    
    
    35,969,716
    
    
    
    35,969,716
    
    
    
    35,969,716Earnings (loss) per share
    
    $
    0.01
    
    
    
    0.00
    
    
    
    0.00
    
    
    $
    0.01
 11




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##### Table of Contents



Note 4  Property and Equipment
  Estimated
    
    
    December 31,
    
    
    September 30,Life
    
    
    2008
    
    
    2008Leased equipment
    
    5 years
    
    $
    508,673
    
    
    $
    491,261Transportation equipment
    
    3 years
    
    
    94,510
    
    
    
    94,510Warehouse equipment
    
    5 years
    
    
    8,053
    
    
    
    7,053Office furniture
    
    5 years
    
    
    85,933
    
    
    
    79,056Computer equipment
    
    3 years
    
    
    40,726
    
    
    
    38,478Telephone equipment
    
    5 years
    
    
    32,206
    
    
    
    31,281Rental equipment
    
    7 years
    
    
    18,329
    
    
    
    18,329Web Site
    
    3 years
    
    
    5,500
    
    
    
    5,500Server Software
    
    3 years
    
    
    109,813
    
    
    
    93,386Training guides
    
    3 years
    
    
    3,125
    
    
    
    3,125Leasehold improvements
    
    5 years
    
    
    647,659
    
    
    
    647,659Signage
    
    3 years
    
    
    12,986
    
    
    
    12,986Fixed assets under construction
    
    
    
    
    
    
    9,550
    
    
    
    7,850Total property and equipment
    
    
    
    
    
    
    1,577,063
    
    
    
    1,530,474Less accumulated depreciation
    
    
    
    
    
    
    (780,952
    )
    
    
    (714,641
    )Property and equipment, net
    
    
    
    
    
    $
    796,111
    
    
    $
    815,833
  Note 5  Deposits
  December 31,
    
    
    September 30,2008
    
    
    2008Deposits on leased equipment
    
    $
    11,024
    
    
    $
    11,024Building rent deposits
    
    
    60,597
    
    
    
    60,597Utility deposits
    
    
    6,961
    
    
    
    6,198Deposit on software development
    
    
    13,515
    
    
    
    13,515Deposit for building expansion
    
    
    37,662
    
    
    
    Deposit on catalog printing
    
    
    
    
    
    
    8,755Total deposits
    
    $
    129,759
    
    
    $
    100,089
 Note 6  Convertible Notes Payable
 Short-term Convertible Notes Payable
  12




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##### Table of Contents



December 31,
    
    
    September 30,2008
    
    
    2008Notes Payable, face amount
    
    $
    779,000
    
    
    $
    779,000Discounts on Notes:Valuation of Warrants
    
    
    (126,140
    )
    
    
    (126,140
    )Accumulated Amortization
    
    
    99,354
    
    
    
    69,307Total Discounts
    
    
    (26,786
    )
    
    
    (56,833
    )Accrued Interest
    
    
    73,494
    
    
    
    49,996Convertible Notes Payable, net
    
    $
    825,708
    
    
    $
    772,163
 Long-term Convertible Notes Payable
    13




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##### Table of Contents



May08 Note
    
    
    Oct08 Note
    
    
    TotalsNotes Payable, face amount
    
    $
    3,500,000
    
    
    $
    2,500,000
    
    
    $
    6,000,000Discounts on Notes:Valuation of Warrants
    
    
    (609,595
    )
    
    
    (86,264
    )
    
    
    (695,859
    )Intrinsic Value of Conversion Rights
    
    
    (303,345
    )
    
    
    (86,265
    )
    
    
    (389,610
    )Accumulated Amortization
    
    
    278,136
    
    
    
    17,624
    
    
    
    295,760Total Discounts
    
    
    (634,804
    )
    
    
    (154,905
    )
    
    
    (789,709
    )Accrued Interest
    
    
    16,901
    
    
    
    15,411
    
    
    
    32,312Convertible Notes Payable, net
    
    $
    2,882,097
    
    
    $
    2,360,506
    
    
    $
    5,242,603
  May08 Note
    
    
    Oct08 Note
    
    
    TotalsNotes Payable, face amount
    
    $
    3,500,000
    
    
    $
    
    
    
    $
    3,500,000Discounts on Notes:Valuation of Warrants
    
    
    (609,595
    )
    
    
    
    
    
    
    (609,595
    )Intrinsic Value of Conversion Rights
    
    
    (303,345
    )
    
    
    
    
    
    
    (303,345
    )Accumulated Amortization
    
    
    164,019
    
    
    
    
    
    
    
    164,019Total Discounts
    
    
    (748,921
    )
    
    
    
    
    
    
    (748,921
    )Accrued Interest
    
    
    37,625
    
    
    
    
    
    
    
    37,625Convertible Notes Payable, net
    
    $
    2,788,704
    
    
    $
    
    
    
    $
    2,788,704
 Note 7  Capital Lease Obligations
   AmountYear ending September 30:2009
    
    $
    58,2782010
    
    
    72,4852011
    
    
    34,7352012
    
    
    637Total minimum lease payments
    
    
    166,135Less: Interest on capitalized lease obligations
    
    
    (31,416
    )Present value of capitalized lease obligations
    
    
    134,719Less: Current portion
    
    
    (54,125
    )Capitalized lease obligations, net of current portion
    
    $
    80,594
  14




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##### Table of Contents



Note 8  Stockholders Equity
 Warrants
  Risk-free interest rate:
    
    
    1.90
    %Expected term:
    
    3 yearsExpected dividend yield:
    
    
    0.00Expected volatility:
    
    
    35.19
    %
  AmountBalance at September 30, 2008
    
    
    9,234,759Issued
    
    
    1,433,334Exercised
    
    
    Expired
    
    
    Balance at December 31, 2008
    
    
    10,668,093
 Employee Stock Options
    WeightedAvg.Exercise2007 Plan Employee Stock Options:
    
    Shares
    
    
    PriceOptions outstanding at September 30, 2008
    
    
    490,000
    
    
    $
    0.77Granted
    
    
    485,000
    
    
    
    0.60Exercised
    
    
    
    
    
    
    Expired or forfeited
    
    
    
    
    
    
    Options outstanding at December 31, 2008
    
    
    975,000
    
    
    $
    0.68Options exercisable at December 31, 2008
    
    
    367,500
    
    
    $
    0.77
 15




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##### Table of Contents



Risk-free interest rate:
    
    
    1.82
    %Expected term:
    
    3 yearsExpected dividend yield:
    
    
    0.00Expected volatility:
    
    
    36.05
    %
  Note 9  Diluted Earnings (Loss) per Common Share
  For the three months ended December 31,2008
    
    
    2007Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Per Share
    
    
    
    
    
    
    Average
    
    
    Per ShareNet Income
    
    
    Shares
    
    
    Amount
    
    
    Net Loss
    
    
    Shares
    
    
    AmountBasic earnings (loss) per share
    
    $
    245,722
    
    
    
    32,049,381
    
    
    $
    0.01
    
    
    $
    (579,175
    )
    
    
    31,305,895
    
    
    $
    (0.02
    )Effect of dilutive securities:Stock options
    
    
    
    
    
    
    3,920,335
    
    
    
    
    
    
    
    
    
    
    
    Diluted earnings (loss) per share
    
    $
    245,722
    
    
    
    35,969,716
    
    
    $
    0.01
    
    
    $
    (579,175
    )
    
    
    31,305,895
    
    
    $
    (0.02
    )
  For the Three Months EndedDecember 31,2008
    
    
    2007Stock options
    
    
    975,000
    
    
    
    2,495,185Warrants
    
    
    10,668,093
    
    
    
    3,579,759Convertible Debt
    
    
    8,650,392
    
    
    
    Totals
    
    
    20,293,485
    
    
    
    6,074,944
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##### Table of Contents



Note 10   Income Taxes
    Note 11  Commitments
  AmountFiscal year ending December 31:2009
    
    $
    230,4922010
    
    
    309,8222011
    
    
    325,3182012
    
    
    282,290$
    1,147,922
  17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Managements Discussion and Analysis of Financial Condition and Results of Operations and
other parts of this quarterly report on Form 10-Q contain forward-looking statements that involve
risks and uncertainties. Forward-looking statements can also be identified by words such as
intends, anticipates, expects, believes, plans, predicts, and similar terms.
Forward-looking statements are not guarantees of future performance and our actual results may
differ significantly from the results discussed in the forward-looking statements. Factors that
might cause such differences include, but are not limited to, those set forth below under Certain
Risk Factors. The following discussion should be read in conjunction with our unaudited
consolidated financial statements and notes thereto included in this Form 10-Q and the audited
financial statements of the Company, included in our Report on Form 10-KSB for the year ended
September 30, 2008, filed with the Securities and Exchange Commission and managements discussion
and analysis contained therein. We assume no obligation to revise or update any forward-looking
statements for any reason, except as required by law.
 Overview
   Results of Operations
 Revenues:
  Gross Profit:
  Operating Expenses:
  Interest Expense:
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##### Table of Contents



Net Income:
  Liquidity and Capital Resources
  Financing Activities
  Outlook
     
    
    Increase advertising;
    
    Increase our customer base;
    
    Continue to service our current customer base and increase the retention rate;
    
    Increase our accounts receivable collection efforts.
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##### Table of Contents




    
    Identified and presented to many large funding sources, soliciting terms for long-term capital
in the form of debt, equity or a combination of both.
    
    Retained an investment banking firm to assist us in obtaining additional capital.
    
    Identified products and related target customers through extensive market research.
    
    Established efficient and cost effective methods to reach qualified customers.
    
    Established an infrastructure of management and knowledgeable staff to support substantial
growth in sales with a minimal amount of additional staff members.
    
    Leased a 25,000 square foot facility which has only been built out 83 percent to accommodate
our current operations including room for growth. The other 17 percent will be built out in
stages as additional growth requires the additional office space. We also leased an additional
5,000 square foot facility next door to our current facility from our current landlord. We
expect to build out this facility during the second quarter of FY 2009.
    
    Created a HIPPA compliant IT infrastructure and staff to accommodate additional growth in sales.
    
    Established a marketing plan that can be monitored for effectiveness and is flexible enough to
adjust to changing market conditions.
    
    Tested our advertising methods and established methods of testing additional advertising
methods to meet changing market conditions.
    
    Signed an agreement with a general contractor for a 5,515 square foot expansion of our current
facility, which will provide space for enhanced call center operations for sales, operations,
and customer support.
  Contractual Commitments
  Off-Balance Sheet Arrangements
  Certain Risk Factors
  20




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##### Table of Contents




    
    We have incurred significant net losses every year since the inception of LMS.
    
    The Company has aggressive marketing plans that require the Company to spend substantial
sums. The Company will need additional capital to continue its business plan.
    
    Our future operating results remain difficult to predict.
    
    Sales of a significant portion of our products depend on the continued availability of
reimbursement of our customers by government and private insurance plans.
    
    Our ability to operate at a profit is highly dependent on recurring orders from
customers, as to which there is no assurance.
    
    We may not be able to market our diabetes products or otherwise to operate our diabetes
supply business segment at a profit because of marketing costs, competition, or other
reasons not now foreseen.
    
    We could be liable for harm caused by products that we sell.
    
    Competition from other sellers of products sold by us is intense and expected to increase.
    
    If we or our suppliers do not comply with applicable government regulations, we may be
prohibited from selling our products.
    
    We may make acquisitions that will strain our financial and operational resources.
  Critical Accounting Policies
  Effect of Inflation
  21




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 6. Exhibits
 
 22




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##### Table of Contents



SIGNATURES
  /s/ LIBERATOR MEDICAL HOLDINGS, INC.Registrant /s/ Mark A. Libratore

Mark A. Libratore
    
    President
    
    May 15, 2009/s/ Robert J. Davis

Robert J. Davis
    
    Chief Financial Officer
    
    May 15, 2009
 23